0001101215-23-000049 Sample Contracts

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BREAD FINANCIAL
Restricted Stock Unit Award Agreement • February 28th, 2023 • Bread Financial Holdings, Inc. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of [GRANT DATE] (the “Grant Date”) by and between Bread Financial Holdings, Inc. (the “Company”) and [PARTICIPANT NAME] (the “Participant”) who is an employee of the Company or one of its Affiliates, evidences the grant by the Company of an award of restricted stock units (the “Award”) to the Participant and the Participant’s acceptance of the Award in accordance with the provisions of the Bread Financial 2022 Omnibus Incentive Plan (the “Plan”). The Company and the Participant agree as follows:

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NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 28th, 2023 • Bread Financial Holdings, Inc. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made as of January 17, 2023 (the “Grant Date”) by and between Bread Financial Holdings, Inc. (the “Company”) and [Name] (the “Participant”) who is a non-employee director of the Company.

TRANSFER AGREEMENT between COMENITY CAPITAL CREDIT COMPANY, LLC, Transferor and COMENITY CAPITAL ASSET SECURITIZATION TRUST, Issuer, Dated as of June 17, 2022
Transfer Agreement • February 28th, 2023 • Bread Financial Holdings, Inc. • Services-business services, nec • New York

THIS TRANSFER AGREEMENT, dated as of June 17, 2022 (this “Agreement”), by and between COMENITY CAPITAL CREDIT COMPANY, LLC, a Delaware limited liability company, as Transferor, and COMENITY CAPITAL ASSET SECURITIZATION TRUST, a statutory trust organized under the laws of the State of Delaware, as Issuer.

RECEIVABLES PURCHASE AGREEMENT between COMENITY CAPITAL BANK RPA Seller, and COMENITY CAPITAL CREDIT COMPANY, LLC Purchaser Dated as of June 17, 2022
Receivables Purchase Agreement • February 28th, 2023 • Bread Financial Holdings, Inc. • Services-business services, nec • New York

THIS RECEIVABLES PURCHASE AGREEMENT, dated as of June 17, 2022 (this “Agreement”) is by and between COMENITY CAPITAL BANK, a Utah industrial bank, (“CCB”), as seller (“RPA Seller”), and COMENITY CAPITAL CREDIT COMPANY, LLC, a Delaware limited liability company, as purchaser (“Purchaser”).

SERVICING AGREEMENT between COMENITY CAPITAL CREDIT COMPANY, LLC, Transferor, COMENITY CAPITAL BANK, Servicer, and COMENITY CAPITAL ASSET SECURITIZATION TRUST, Issuer, Dated as of June 17, 2022
Servicing Agreement • February 28th, 2023 • Bread Financial Holdings, Inc. • Services-business services, nec • New York

THIS SERVICING AGREEMENT, dated as of June 17, 2022 (this “Agreement”), by and among COMENITY CAPITAL CREDIT COMPANY, LLC, a Delaware limited liability company, as Transferor, COMENITY CAPITAL BANK, a Utah industrial bank, as Servicer, and COMENITY CAPITAL ASSET SECURITIZATION TRUST, a statutory trust organized under the laws of the State of Delaware, as Issuer.

COMENITY CAPITAL ASSET SECURITIZATION TRUST Issuer And Indenture Trustee SERIES 2022-VFN1 INDENTURE SUPPLEMENT Dated as of June 17, 2022
Indenture Supplement • February 28th, 2023 • Bread Financial Holdings, Inc. • Services-business services, nec • New York

SERIES 2022-VFN1 INDENTURE SUPPLEMENT, dated as of June 17, 2022 (the “Indenture Supplement”), between COMENITY CAPITAL ASSET SECURITIZATION TRUST, a trust organized and existing under the laws of the State of Delaware (herein, the “Issuer” or the “Trust”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as indenture trustee (herein, together with its successors in the trusts thereunder as provided in the Indenture referred to below, the “Indenture Trustee”) under the Master Indenture, dated as of June 17, 2022 (the “Indenture”), between the Issuer and the Indenture Trustee (the Indenture, together with this Indenture Supplement, the “Agreement”).

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