EMERALD EXPOSITIONS EVENTS, INC. (A Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2018 • Emerald Expositions Events, Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT by and among EMERALD HOLDING, INC. and THE ONEX STOCKHOLDERS PARTY HERETO Dated as of June 29, 2020Registration Rights Agreement • June 30th, 2020 • Emerald Holding, Inc. • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of June 29, 2020, by and among Emerald Holding, Inc., a Delaware corporation (together with any Subsidiary or parent company thereof and any successor thereto or any Subsidiary or parent company thereof, the “Company”) and OPV Gem Aggregator LP, a Delaware limited partnership (the “Onex Stockholders”).
EMERALD HOLDING, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 5th, 2024 • Emerald Holding, Inc. • Services-business services, nec
THIS AGREEMENT (the “Agreement”), effective as of [________] (the “Date of Grant”), is between Emerald Holding, Inc., a Delaware corporation (together with its successors, the “Company”), and Employee Name (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2020 • Emerald Holding, Inc. • Services-business services, nec • Massachusetts
This EMPLOYMENT AGREEMENT, dated as of November ___, 2020 (this “Agreement”), by and between Emerald X, LLC, a Delaware limited liability company (the “Company”), and Hervé Sedky (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Sections 1.2, 2.3(b), 2.4, and 8.1, Emerald Holding, Inc., a Delaware corporation (“Parent”) is effective as of the date hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec • California
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of 7/14, 2014 (the “Effective Date”), by and between Emerald Expositions, LLC, a Delaware limited liability company (the “Company”), and Philip Evans (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
ContractCredit Agreement • June 15th, 2023 • Emerald Holding, Inc. • Services-business services, nec • New York
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 12, 2023 (the “Sixth Amendment Effective Date”), among Expo Event Midco, Inc., a Delaware corporation (“Holdings”), Emerald X, Inc., a Delaware corporation (the “Initial Borrower”), the Co-Borrowers from time to time party to the Credit Agreement referred to below (the “Co-Borrowers” and, together with the Initial Borrower, each a “Borrower” and, collectively, the “Borrowers”), Bank of America, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties (in such capacities, the “Administrative Agent”), each 2023 Extended Term Lender signatory hereto (as defined herein), the Required Lenders, and, for purposes of Section 10 hereof, each Guarantor party hereto.
STOCK OPTION AGREEMENTOmnibus Equity Plan • May 29th, 2019 • Emerald Expositions Events, Inc. • Services-business services, nec
THIS AGREEMENT (the “Agreement”), effective as of [June 3, 2019] (the “Date of Grant”), is between Emerald Expositions Events, Inc., a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).
PERFORMANCE BASED SHARE AWARD AGREEMENTPerformance Based Share Award Agreement • May 29th, 2019 • Emerald Expositions Events, Inc. • Services-business services, nec
Pursuant to Section 10 of the 2017 Omnibus Equity Plan (the “Plan”) of Emerald Expositions Events, Inc. (the “Company”), on June 3, 2019 (the “Grant Date”), the Company authorized a grant to Brian Field (the “Recipient”) of a performance-based share award, subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. The Company and the Recipient understand and agree that any capitalized terms used herein, if not otherwise defined, shall have the same meanings as in the Plan (the Recipient being referred to in the Plan as a Participant).
REGISTRATION RIGHTS AGREEMENT by and among EXPO EVENT HOLDCO, INC., and THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of July 19, 2013Registration Rights Agreement • April 10th, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of July 19, 2013, by and among Expo Event Holdco, Inc., a Delaware corporation (together with any Subsidiary or parent company thereof and any successor thereto or any Subsidiary or parent company thereof, the “Company”), Onex American Holdings II LLC, a Delaware limited liability company, Expo EI LLC, a Delaware limited liability company, Expo EI II LLC, a Delaware limited liability company, Onex US Principals LP, a Delaware limited partnership, Onex Advisor III LLC, a Delaware limited liability company, Onex Partners III LP, a Delaware limited partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III Select LP, a Delaware limited partnership, and Onex Partners III GP LP, a Delaware limited partnership (collectively, the “Onex Stockholders”), the individuals that may from time to time become party to this Agreement as “Additional Stockholders” (the “Additional Stockholders”) and the parties
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec • California
EMPLOYMENT AGREEMENT, dated as of June 17, 2013 (this “Agreement”), by and between Emerald Expositions, Inc., a Delaware corporation (the “Company”), and David Loechner (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Sections 2.3 and 2.4 of this Agreement, Expo Event Holdco, Inc., a Delaware corporation (“Parent”).
CREDIT AGREEMENT among Expo Event Midco, Inc., as Holdings, Emerald Expositions Holding, Inc., as Borrower, The Several Lenders from Time to Time Parties Hereto, Goldman Sachs Bank USA, as Syndication Agent, Credit Suisse Securities (USA) LLC, Morgan...Credit Agreement • March 10th, 2017 • Expo Event Holdco, Inc. • Services-business services, nec • New York
CREDIT AGREEMENT (this “Agreement”), dated as of June 17, 2013, among Expo Event Midco, Inc., a Delaware corporation (“Holdings”), Emerald Expositions Holding, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1) from time to time party hereto, the several banks, financial institutions, institutional investors and other entities from time to time party hereto as lenders (the “Lenders”), the Issuing Lenders from time to time party hereto and Bank of America, N.A., as Administrative Agent.
RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • May 29th, 2019 • Emerald Expositions Events, Inc. • Services-business services, nec
Pursuant to Section 8 of the 2017 Omnibus Equity Plan (the “Plan”) of Emerald Expositions Events, Inc. (the “Company”), on [June 3], 2019 (the “Grant Date”) the Company authorized a grant to Brian Field (the “Recipient”) of an award of restricted stock units with respect to the Company’s Common Stock (“Common Stock”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. The Company and the Recipient understand and agree that any capitalized terms used herein, if not otherwise defined, shall have the same meanings as in the Plan (the Recipient being referred to in the Plan as a Participant).
EMERALD EXPOSITIONS EVENTS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • February 14th, 2020 • Emerald Expositions Events, Inc. • Services-business services, nec
Pursuant to Section 8 of the 2017 Omnibus Equity Plan (the “Plan”) of Emerald Expositions Events, Inc. (the “Company”), on January 16, 2020 (the “Grant Date”), the Company authorized a grant to (the “Recipient”) of an award of restricted stock units with respect to the Company’s common stock, par value $0.01 per share (“Common Stock”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. The Company and the Recipient understand and agree that any capitalized terms used herein, if not otherwise defined, shall have the same meanings as in the Plan (the Recipient being referred to in the Plan as a Participant).
EXPO EVENT HOLDCO, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec
THIS AGREEMENT (the “Agreement”), effective as of the date of grant set forth on the signature page hereto (the “Date of Grant”), is between Expo Event Holdco, Inc., a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).
November 2, 2021Emerald Holding, Inc. • March 5th, 2024 • Services-business services, nec
In recognition of the contributions you are making to the success of Emerald X, LLC and its affiliates (collectively, the “Company”), we are pleased to provide you with the opportunity to receive a special bonus (the “Special Bonus”), conditioned on your continued employment with the Company through each Vesting Date (as defined and described below) and subject to all of the terms and conditions of this letter agreement (the “Special Bonus Agreement”).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 3rd, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec • Delaware
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of April 27, 2017, by and among Emerald Expositions Events, Inc. (formerly known as Expo Event Holdco, Inc.), a Delaware corporation (the “Company”), Onex Partners III LP, a Delaware limited partnership, Onex Partners III GP LP, a Delaware limited partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III Select LP, a Delaware limited partnership, Onex US Principals LP, a Delaware limited partnership, Onex Advisors Subco III LLC, a Delaware limited liability company and Onex Expo SARL, a Luxembourg société à responsabilité limité (collectively, and together with their Affiliates who hold Equity Securities, the “Onex Stockholders”), the parties listed on Schedule II attached hereto and the parties that may from time to time become party to this Agreement as “Additional Stockholders” (the “Additional Stockholders”), and the individuals identified on Schedule III attached hereto,
EMERALD EXPOSITIONS EVENTS, INC. PERFORMANCE BASED SHARE AWARD AGREEMENTShare Award Agreement • February 14th, 2020 • Emerald Expositions Events, Inc. • Services-business services, nec
Pursuant to Section 10 of the 2017 Omnibus Equity Plan (the “Plan”) of Emerald Expositions Events, Inc. (the “Company”), on January 16, 2020 (the “Grant Date”) the Company authorized a grant to David Doft (the “Recipient”) of a performance based Share Award, subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. The Company and the Recipient understand and agree that any capitalized terms used herein, if not otherwise defined, shall have the same meanings as in the Plan (the Recipient being referred to in the Plan as a Participant).
INVESTMENT AGREEMENTInvestment Agreement • June 11th, 2020 • Emerald Holding, Inc. • Services-business services, nec • Delaware
This INVESTMENT AGREEMENT, dated as of June 10, 2020 (this “Agreement”), by and between Emerald Holding, Inc., a Delaware corporation (the “Company”), and Onex Partners V LP (“Purchaser”). Capitalized terms used herein are defined in Section 5.17 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
Employment AgreementEmployment Agreement • March 5th, 2024 • Emerald Holding, Inc. • Services-business services, nec
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 25, 2021 (the “Third Amendment Effective Date”), among Expo Event Midco, Inc., a Delaware corporation (“Holdings”), Emerald X, Inc., a Delaware corporation...Credit Agreement • June 28th, 2021 • Emerald Holding, Inc. • Services-business services, nec • New York
WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of May 22, 2017, among Holdings, the Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto, the Issuing Lenders from time to time party thereto and the Administrative Agent (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, including pursuant to that certain Refinancing Agreement and First Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of November 27, 2017 and that certain Repricing Agreement and Second Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of November 29, 2017, the “Existing Credit Agreement” and, as amended by this Amendment, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement or the Credit Agreement, as the context may require
David LoechnerExpo Event Holdco, Inc. • March 10th, 2017 • Services-business services, nec
In recognition of your contributions to Emerald Expositions, LLC (the “Company”), the Company has approved a special bonus for you equal to an aggregate amount of $700,000 (the “Deal Success Bonus”), to be payable as provided below, subject to all of the terms and conditions of this letter agreement. Capitalized terms not otherwise defined in the body of this letter agreement are defined in Appendix A.
ASSET PURCHASE AGREEMENT BY AND AMONG ANNE HOLLAND VENTURES INC., EMERALD X, LLC, AND THE OTHER PARTIES SIGNATORY HERETO Dated: December 31, 2021Asset Purchase Agreement • January 4th, 2022 • Emerald Holding, Inc. • Services-business services, nec
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of December 31, 2021, is by and among Emerald X, LLC, a Delaware limited liability company (“Buyer”), Anne Holland Ventures Inc., a Rhode Island corporation (“Seller”), and solely for purposes of Sections 6.1 and 6.3, Cassandra Farrington and Anne Hills Holland (together, the “Principals”).
ContractRefinancing Agreement and First • December 1st, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec • New York
REFINANCING AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 27, 2017 (the “Refinancing Amendment Closing Date”), among Expo Event Midco, Inc., a Delaware corporation (“Holdings”), Emerald Expositions Holding, Inc., a Delaware corporation (the “Initial Borrower”), the Co-Borrowers from time to time party to the Credit Agreement referred to below (the “Co-Borrowers” and, together with the Initial Borrower, each a “Borrower” and, collectively, the “Borrowers”), Bank of America, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties (in such capacities, the “Administrative Agent”) and as Refinancing Lender (the “Refinancing Lender”), and, for purposes of Section 10 hereof, each Guarantor party hereto.
ContractCredit Agreement • June 13th, 2023 • Emerald Holding, Inc. • Services-business services, nec • New York
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 12, 2023 (the “Sixth Amendment Effective Date”), among Expo Event Midco, Inc., a Delaware corporation (“Holdings”), Emerald X, Inc., a Delaware corporation (the “Initial Borrower”), the Co-Borrowers from time to time party to the Credit Agreement referred to below (the “Co-Borrowers” and, together with the Initial Borrower, each a “Borrower” and, collectively, the “Borrowers”), Bank of America, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties (in such capacities, the “Administrative Agent”), each 2023 Extended Term Lender signatory hereto (as defined herein), the Required Lenders, and, for purposes of Section 10 hereof, each Guarantor party hereto.
EMERALD HOLDING, INC. 31910 DEL OBISPO STREET, SUITE 200 SAN JUAN CAPISTRANO, CA 92675 June 29, 2020Investment Agreement • June 30th, 2020 • Emerald Holding, Inc. • Services-business services, nec
Reference is made to the Investment Agreement, dated June 10, 2020 (the “Investment Agreement”), by and among Emerald Holding, Inc., a Delaware corporation (the “Company”) and Onex Partners V LP, which assigned its rights and obligations to OPV Gem Aggregator LP, a Delaware limited partnership, on June 29, 2020 (such assignee, the “Onex Partners V Stockholder”, and together with Onex Partners V LP, the “Stockholders”). Capitalized terms used herein but not previously defined herein shall have the meanings ascribed to them in Section 4 below.
EMERALD HOLDING, INC. 2017 OMNIBUS EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 13th, 2020 • Emerald Holding, Inc. • Services-business services, nec
Pursuant to Section 8 of the 2017 Omnibus Equity Plan (the “Plan”) of Emerald Holding, Inc. (the “Company”), on __________, 2021 (the “Grant Date”) the Company granted Hervé Sedky (the “Recipient”) an award of restricted stock units with respect to the Company’s common stock, par value $0.01 per share (“Common Stock”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. The Company and the Recipient understand and agree that any capitalized terms used herein, if not otherwise defined, shall have the same meanings as in the Plan (the Recipient being referred to in the Plan as a Participant).
FORM OF AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT by and among EMERALD EXPOSITIONS EVENTS, INC. (FORMERLY KNOWN AS EXPO EVENT HOLDCO, INC.), and the STOCKHOLDERS party hereto Dated as of [ ], 2017Stockholders’ Agreement • April 10th, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec • Delaware
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of [ ], 2017, by and among Emerald Expositions Events, Inc. (formerly known as Expo Event Holdco, Inc.), a Delaware corporation (the “Company”), Onex American Holdings II LLC, a Delaware limited liability company, Expo EI LLC, a Delaware limited liability company, Expo EI II LLC, a Delaware limited liability company, Onex US Principals LP, a Delaware limited partnership, Onex Advisor III LLC, a Delaware limited liability company, Onex Partners III LP, a Delaware limited partnership, Onex Partners III PV LP, a Delaware limited partnership, Onex Partners III Select LP, a Delaware limited partnership, Onex Partners III GP LP, a Delaware limited partnership (collectively, and together with their Affiliates who hold Equity Securities, the “Onex Stockholders”), the parties identified on the signature pages hereto, and the parties that may from time to time become party to this Agreement as “Additional Stockholde
David LoechnerEmerald Expositions Events, Inc. • March 31st, 2017 • Services-business services, nec
In recognition of your contributions to Emerald Expositions, LLC (the “Company”), the Company has approved a special bonus for you equal to an aggregate amount of $700,000 (the “Deal Success Bonus”), to be payable as provided below, subject to all of the terms and conditions of this letter agreement. Capitalized terms not otherwise defined in the body of this letter agreement are defined in Appendix A.
AMENDED AND RESTATED CREDIT AGREEMENT among Expo Event Midco, Inc., as Holdings, Emerald Expositions Holding, Inc., as the Initial Borrower, Certain Subsidiaries of the Initial Borrower from time to time designated hereunder as Co-Borrowers, The...Credit Agreement • May 25th, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec • New York
[Attached hereto as Attachment 4 is a description of any change in jurisdiction of organization of any Loan Party and a list of any material U.S. registered patents, trademarks or copyrights acquired or developed (and not sold, transferred or otherwise disposed of) by any Loan Party since [the Effective Date][the date of the most recent report delivered pursuant to Section 6.2 of the Credit Agreement].]
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 14th, 2020 • Emerald Expositions Events, Inc. • Services-business services, nec • Utah
This Separation and Release Agreement (this “Agreement”) is entered into as of January 16, 2020 (the “Effective Date”), by and between Philip Evans (the “Executive”), Emerald Expositions, LLC, a Delaware limited liability company (the “Company”), and solely for the purpose of Sections 2(b) and (c), Emerald Expositions Events, Inc. (“Parent”) (each of the Executive, the Company, and solely for the purpose of Sections 2(b) and (c), Parent, a “Party” and collectively, the “Parties”). The Parties acknowledge that the terms and conditions of this Agreement have been voluntarily agreed to and are intended to be final and binding.
ContractRepricing Agreement And • December 1st, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec • New York
REPRICING AGREEMENT AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 29, 2017 (the “Revolver Repricing Amendment Closing Date”), among Expo Event Midco, Inc., a Delaware corporation (“Holdings”), Emerald Expositions Holding, Inc., a Delaware corporation (the “Initial Borrower”), the Co-Borrowers from time to time party to the Credit Agreement referred to below (the “Co-Borrowers” and, together with the Initial Borrower, each a “Borrower” and, collectively, the “Borrowers”), Bank of America, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties (in such capacities, the “Administrative Agent”), the Lenders signatories hereto, and, for purposes of Section 9 hereof, each Guarantor party hereto.
AMENDMENT TO PERFORMANCE BASED SHARE AWARD AGREEMENTPerformance Based Share Award Agreement • February 14th, 2020 • Emerald Expositions Events, Inc. • Services-business services, nec
THIS AMENDMENT (this “Amendment”) is entered into as of December 6, 2019 (the “Effective Date”) by and between Emerald Expositions Events, Inc. (together with its successors, the “Company”) and the individual set forth on the signature page hereto (the “Recipient”).
EMERALD EXPOSITIONS EVENTS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • June 14th, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec
Pursuant to Section 8 of the 2017 Omnibus Equity Plan (the “Plan”) of Emerald Expositions Events, Inc. (the “Company”), on [___], 2017 (the “Grant Date”) the Company authorized a grant to _______________ (the “Recipient”) of an award of restricted stock units with respect to the Company’s Common Stock (“Common Stock”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. The Company and the Recipient understand and agree that any capitalized terms used herein, if not otherwise defined, shall have the same meanings as in the Plan (the Recipient being referred to in the Plan as a Participant).
EMERALD EXPOSITIONS EVENTS, INC. STOCK OPTION AGREEMENTStock Option Agreement • November 2nd, 2017 • Emerald Expositions Events, Inc. • Services-business services, nec
THIS AGREEMENT (the “Agreement”), effective as of [●] (the “Date of Grant”), is between Emerald Expositions Events, Inc., a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).
Joseph RandallEmerald Expositions Events, Inc. • March 31st, 2017 • Services-business services, nec
In recognition of your contributions to Emerald Expositions, LLC (the “Company”), the Company has approved a special bonus for you equal to an aggregate amount of $350,000 (the “Deal Success Bonus”), to be payable as provided below, subject to all of the terms and conditions of this letter agreement. Capitalized terms not otherwise defined in the body of this letter agreement are defined in Appendix A.
