Dechert Sample Contracts

Employment Agreement (June 18th, 2018)

EMPLOYMENT AGREEMENT, dated as of June 15, 2018 (the "Agreement"), by and between Iconix Brand Group, Inc., a Delaware corporation (the "Company"), and Peter Cuneo (the "Executive").

Employment Agreement (June 18th, 2018)

EMPLOYMENT AGREEMENT, dated as of June 15, 2018 (the "Agreement"), by and between Iconix Brand Group, Inc., a Delaware corporation (the "Company"), and Peter Cuneo (the "Executive").

FS Energy & Power Fund – Fourth Amendment to Amended and Restated Credit Agreement (June 15th, 2018)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 11, 2018 (together with all exhibits and schedules hereto, this "Fourth Amendment"), is entered into by and between FSEP TERM FUNDING, LLC, a Delaware limited liability company (the "Borrower"), DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY") as Administrative Agent (in such capacity, the "Administrative Agent") and as a lender and each other lender identified on the signature pages hereto (collectively, the "Lenders" and each a "Lender"). Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement described below.

FIDUS INVESTMENT Corp – INCREMENTAL COMMITMENT AGREEMENT Dated as of June 5, 2018, Made By (June 5th, 2018)

INCREMENTAL COMMITMENT AGREEMENT (this Agreement), dated as of June 5, 2018 and effective as of the Effective Date, by and among FIDUS INVESTMENT CORPORATION (the Borrower), FIDUS INVESTMENT HOLDINGS, INC. (FIH), FCIHA, INC. (FCIHA), FCMGI, INC. (FCMGI), BBRSS BLOCKER CORP. (BBRSS and, together with FIH, FCIHA and FCMGI, the Subsidiary Guarantors), ING CAPITAL LLC, in its capacity as Administrative Agent (the Administrative Agent), and the financial institution listed on Schedule 1 hereto, as the increasing lender (the Increasing Lender), relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of June 16, 2014 (as may be amended, supplemented or otherwise modified from time to time, the Credit Agreement), among the Borrower, the Administrative Agent and the several banks and other financial institutions or entities from time to time party to the Credit Agreement.

Southwest – Master Reimbursement Agreement (June 5th, 2018)

MASTER REIMBURSEMENT AGREEMENT for the Issuance of Standby Letters Of Credit (this "Agreement"), dated as of May 9, 2018, by and between CAPITAL SOUTHWEST CORPORATION, a Texas corporation (the "Borrower"), and ING CAPITAL LLC (the "Issuer" and together with the Borrower, the "Parties").

Retail Value Inc. – LOAN AGREEMENT Dated as of February 14, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULES 1.1(a) and 1.1(b) ATTACHED HERETO , Individually and/or Collectively, as the Context May Require, as Borrower, and RVI CMA HOLDER LLC, as Additional Obligor and COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, Collectively, as Lender (June 4th, 2018)

THIS LOAN AGREEMENT, dated as of February 14, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (CF), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (JPM) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (Wells; together with CF and JPM and their respective successors and/or assigns, each a Co-Lender and, collectively, collectively Lender), and EACH OF THE ENTITIES LISTED ON SCHEDULE 1.1(a) ATTACHED HERETO, each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually or collectively, as the context may require, together with their respective permitted successors and/or assigns, Continental Borrower), EACH OF THE EN

Hercules Technology Growth Capital, Inc. – Second Amendment to Loan and Security Agreement (June 1st, 2018)

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this Amendment) is entered into as of May 25, 2018, between and among the lender identified on the signature page hereof (Lender, which Lender constitutes the Required Lenders under the Loan Agreement (as defined below), MUFG UNION BANK, N.A., as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, Agent), and HERCULES FUNDING III, LLC, a Delaware limited liability company (Borrower).

Golub Capital Investment Corp – SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, FIRST AMENDMENT TO COLLECTION ACCOUNT AGREEMENT AND FIRST AMENDMENT TO UNFUNDED EXPOSURE ACCOUNT AGREEMENT (GCIC Funding LLC) (May 31st, 2018)
Wells Fargo Commercial Mortgage Trust 2018-C44 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 6, 2018 by and Between SPREF WH III LLC (Initial Note A-1 Holder) and SPREF WH III LLC (Initial Note A-2 Holder) Stony Creek Marketplace (May 17th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of May 6, 2018 by and between SPREF WH III LLC (in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and SPREF WH III LLC (in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

WhiteHorse Finance, Inc. – THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as of December 23, 2015 Amended and Restated as of June 27, 2016 Amended as of October 14, 2016 Amended and Restated as of June 29, 2017 Amended and Restated as of May 15, 2018 Among WHITEHORSE FINANCE CREDIT I, LLC the Financing Providers Party Hereto the Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and WHITEHORSE FINANCE, INC., as Portfolio Manager (May 17th, 2018)

ARTICLE IX THE AGENTS SECTION 9.01. Appointment of Administrative Agent and Collateral Agent 57 SECTION 9.02. Additional Provisions Relating to the Collateral Agent, Securities Intermediary and the Collateral Administrator. 60 ARTICLE X MISCELLANEOUS SECTION 10.01. Non-Petition; Limited Recourse 63 SECTION 10.02. Notices 63 SECTION 10.03. No Waiver 63 SECTION 10.04. Expenses; Indemnity; Damage Waiver; Right of Setoff 64 SECTION 10.05. Amendments 65 SECTION 10.06. Successors; Assignments 65 SECTION 10.07. Governing Law; Submission to Jurisdiction; Etc. 67 SECTION 10.08. Interest Rate Limitation 68 SECTION 10.09. PATRIOT Act 68 SECTION 10.10. Counterparts 68 SECTION 10.11. Headings 68 SECTION 10

Wells Fargo Commercial Mortgage Trust 2018-C44 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of May 6, 2018 by and Between SPREF WH II LLC (Initial Note A-1 Holder) and SPREF WH II LLC (Initial Note A-2 Holder) Prince and Spring Street Portfolio (May 17th, 2018)

THIS AGREEMENT BETWEEN NOTEHOLDERS ("Agreement"), dated as of May 6, 2018 by and between SPREF WH II LLC (in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and SPREF WH II LLC (in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

FS Investment Corp II – Fifth Amendment to Credit Agreement (May 17th, 2018)

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 14, 2018 (together with all exhibits and schedules hereto, this "Fifth Amendment"), is entered into by and between DUNNING CREEK LLC, a Delaware limited liability company (the "Borrower"), and DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY") as Administrative Agent (in such capacity, the "Administrative Agent") and as a lender (DBNY and each other Lender party to the Credit Agreement from time to time, the "Lenders" and each a "Lender"). Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement described below.

Business Development Corp of America – BUSINESS DEVELOPMENT CORPORATION OF AMERICA (A Maryland Corporation) 5.375% Senior Unsecured Notes Due 2023 ($1,000 Denominations) PURCHASE AGREEMENT (May 16th, 2018)

The Securities will be issued pursuant to the provisions of the indenture, dated as of December 19, 2017 (the "Base Indenture"), between the Company and U.S. Bank National Association, a national banking association, as trustee (the "Trustee"), as supplemented by the second supplemental indenture, dated as of May 16, 2018 (the "Second Supplemental Indenture" and together with the Base Indenture, the "Indenture").

Granite Point Mortgage Trust Inc. – EXECUTION VERSION GPMT 2018-Fl1, LTD., as Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Preferred Share Paying Agent, and MAPLESFS LIMITED, as Preferred Share Registrar and Administrator PREFERRED SHARE PAYING AGENCY AGREEMENT Dated as of May 9, 2018 24582442.6 (May 16th, 2018)
Retail Value Inc. – Confidential Treatment Requested by Retail Value Inc. RVI-117. Pursuant to 17 C.F.R. Section 200.83. LOAN AGREEMENT Dated as of February 14, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULES 1.1(a) and 1.1(b) ATTACHED HERETO , Individually and/or Collectively, as the Context May Require, as Borrower, and RVI CMA HOLDER LLC, as Additional Obligor and COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, Collectively, as Lender (May 11th, 2018)

THIS LOAN AGREEMENT, dated as of February 14, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (CF), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (JPM) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (Wells; together with CF and JPM and their respective successors and/or assigns, each a Co-Lender and, collectively, collectively Lender), and EACH OF THE ENTITIES LISTED ON SCHEDULE 1.1(a) ATTACHED HERETO, each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually or collectively, as the context may require, together with their respective permitted successors and/or assigns, Continental Borrower), EACH OF THE EN

SS&C Technologies Holdings – Employment Agreement (May 10th, 2018)

This Employment Agreement (the "Agreement"), dated as of February 9, 2018, is entered into by and among Joseph J. Frank (the "Executive"), SS&C Technologies Holdings, Inc., a Delaware corporation (together with any successor thereto, the "Company") and SS&C Technologies, Inc. (together with any successor thereto, "SS&C").

Loan Agreement (May 4th, 2018)

THIS LOAN AGREEMENT, dated as of February 14, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 ("CF"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 ("JPM") and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 ("Wells"; together with CF and JPM and their respective successors and/or assigns, each a "Co-Lender" and, collectively, collectively "Lender"), and EACH OF THE ENTITIES LISTED ON SCHEDULE 1.1(a) ATTACHED HERETO, each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually or collectively, as the context may require, together with their respective permitted successors and/or assigns, "Continental Borrower"),

Share Sale Agreement (May 2nd, 2018)

Wyndham Destination Network, LLC, of 14 Sylvan Way, Parsippany, New Jersey 07054, USA, a limited liability company organized and existing under the laws of the State of Delaware, USA and registered with the Division of Corporations of the State of Delaware under register number 2772989 (the "Seller");

Colony NorthStar Credit Real Estate, Inc. – Master Repurchase Agreement (May 2nd, 2018)

MASTER REPURCHASE AGREEMENT, dated as of April 26, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this "Agreement"), by and among BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, "Purchaser"), CLNC CREDIT 7, LLC, a limited liability company organized under the laws of the State of Delaware ("CLNC 7"), and any Additional Seller (as defined hereafter) acceding hereto from time to time (together with CLNC 7, individually or collectively, "Seller").

Exchange Agreement (April 27th, 2018)

THIS EXCHANGE AGREEMENT (Agreement) is made as of the 23rd day of April, 2018 by and among Turtle Beach Corporation, a Nevada corporation (the Company), and the Investors set forth on the signature pages affixed hereto (each an Investor and collectively the Investors).

MONROE CAPITAL Corp – Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement (April 27th, 2018)

AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 14, 2015 (this "Agreement"), among MONROE CAPITAL CORPORATION, a Maryland corporation (the "Borrower"), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent (in such capacity, the "Administrative Agent").

SPX Corporation – Agreement and Plan of Merger (April 23rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER is being entered into as of April 22, 2018, by and among SPX CORPORATION, a Delaware corporation ("Acquiror"), SPX POOLCO 2018, INC., a Delaware corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"), and ELXSI CORPORATION, a Delaware corporation (the "Company").

MASTER REPURCHASE AGREEMENT Dated as of April 10, 2018 Between BARCLAYS BANK PLC, as Purchaser, and RCC REAL ESTATE SPE 7, LLC, as Seller (April 12th, 2018)

MASTER REPURCHASE AGREEMENT, dated as of April 10, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, Purchaser) and RCC REAL ESTATE SPE 7, LLC, a limited liability company organized under the laws of the State of Delaware (Seller).

Benchmark 2018-B3 Commercial Mortgage Trust – CO-LENDER AGREEMENT Dated as of January 25, 2018 Between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-3 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-4 Holder) STARWOOD MORTGAGE CAPITAL LLC (Note A-5 Holder) STARWOOD MORTGAGE CAPITAL LLC (Note A-6 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-7 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-8 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-9 Holder) and CANTOR CO (April 10th, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of January 25, 2018, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership ("CCRE"), having an address at 110 East 59th Street, New York, New York 10022, as the holder of Note A-1 (in such capacity, the "Note A-1 Holder"), CCRE, as the holder of Note A-2 (in such capacity, the "Note A-2 Holder"), CCRE, as the holder of Note A-3 (in such capacity, the "Note A-3 Holder"), CCRE, as the holder of Note A-4 (in such capacity, the "Note A-4 Holder"), Starwood Mortgage Capital LLC, a Delaware limited liability company ("Starwood"), having an address at 4064 Colony Road, Charlotte, North Carolina 28211, as the holder of Note A-5 (in such capacity, the "Note A-5 Holder"), Starwood, as the holder of Note A-6 (in such capacity, the "Note A-6 Holder"), CCRE, as the holder of Note A-7 (in such capacity, the "Note A-7 Holder"), CCRE, as the holder of Note A-8 (in such capacity, the "Note A-8 Holder"), CCRE, as the h

Triangle – Stock Purchase and Transaction Agreement (April 9th, 2018)

STOCK PURCHASE AND TRANSACTION AGREEMENT, dated as of April 3, 2018 (this Agreement), by and between Triangle Capital Corporation, a Maryland corporation (Company), and Barings LLC, a Delaware limited liability company (Buyer). Each of the Company and Buyer may, from time to time, be referred to individually herein as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.

UBS Commercial Mortgage Trust 2018-C9 – CO-LENDER AGREEMENT Dated as of January 25, 2018 Between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-1 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-2 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-3 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-4 Holder) STARWOOD MORTGAGE CAPITAL LLC (Note A-5 Holder) STARWOOD MORTGAGE CAPITAL LLC (Note A-6 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-7 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-8 Holder) CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. (Note A-9 Holder) and CANTOR CO (March 29th, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of January 25, 2018, is between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P., a Delaware limited partnership ("CCRE"), having an address at 110 East 59th Street, New York, New York 10022, as the holder of Note A-1 (in such capacity, the "Note A-1 Holder"), CCRE, as the holder of Note A-2 (in such capacity, the "Note A-2 Holder"), CCRE, as the holder of Note A-3 (in such capacity, the "Note A-3 Holder"), CCRE, as the holder of Note A-4 (in such capacity, the "Note A-4 Holder"), Starwood Mortgage Capital LLC, a Delaware limited liability company ("Starwood"), having an address at 4064 Colony Road, Charlotte, North Carolina 28211, as the holder of Note A-5 (in such capacity, the "Note A-5 Holder"), Starwood, as the holder of Note A-6 (in such capacity, the "Note A-6 Holder"), CCRE, as the holder of Note A-7 (in such capacity, the "Note A-7 Holder"), CCRE, as the holder of Note A-8 (in such capacity, the "Note A-8 Holder"), CCRE, as the h

Internet Capital Group, Inc. – VELOCITY HOLDCO III INC. BOLT HOLDINGS LLC C/O CVC Capital Partners Advisory (U.S.), Inc. (March 23rd, 2018)

Reference is made to that certain Membership Interest Purchase Agreement by and among Actua Corporation (Parent), Actua Holdings, Inc. (Seller), Velocity Holdco III Inc. (f/k/a Arsenal Buyer Inc.) (Buyer), and Bolt Holdings LLC (f/k/a Arsenal Acquisition Holdings, LLC) (the Company), dated as of September 23, 2017 (the Purchase Agreement), pursuant to which Buyer acquired all of the issued and outstanding equity interests of the Company from Seller. To the extent not otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Purchase Agreement.

Select Medical Holdings Corp. – WHEREAS, the Loan Parties Desire to Amend the Credit Agreement on the Terms Set Forth Herein; WHEREAS, Section 9.02 of the Credit Agreement Provides That (I) the Loan Parties, the Administrative Agent and the Required Lenders May Amend the Credit Agreement to Reduce the Applicable Rate With Respect to the Tranche B Term Loans and Make Other Amendments to Certain Provisions of the Credit Agreement and (Ii) the Revolving Lenders May Amend the Credit Agreement to Reduce the Applicable Rate With Respect to Revolving Loans; WHEREAS, JPMorgan Chase Bank, N.A. (In Such Capacity, the Purchasing Tranch (March 23rd, 2018)

CREDIT AGREEMENT dated as of March 6, 2017, and amended by Amendment No. 1, dated as of March 22, 2018, by and among SELECT MEDICAL HOLDINGS CORPORATION, a Delaware corporation (Holdings), SELECT MEDICAL CORPORATION, a Delaware corporation (the Borrower), the LENDERS and ISSUING BANKS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

FS Energy & Power Fund – First Amendment to Senior Secured Revolving Credit Agreement (March 19th, 2018)

THIS FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of March 14, 2018 (this "Amendment"), to the Credit Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I) is among BRYN MAWR FUNDING LLC, a Delaware limited liability company (the "Borrower"), the LENDERS party hereto, BARclays Bank plc, as Administrative Agent and Issuing Bank and, solely for the purposes of Section 5.8 herein, FS ENERGY AND POWER FUND, a Delaware statutory trust ("FSEP").

Audax Credit BDC Inc. – Audax Credit Bdc Inc. (March 16th, 2018)

Prospective investors must complete the Subscription Agreement, the Investor Questionnaire (the "Investor Questionnaire") and any necessary attachments (the Subscription Agreement, the Investor Questionnaire and all such attachments collectively, the "Subscription Documents") contained in this package in the manner described below. Capitalized terms not defined herein are used as defined in the Confidential Private Placement Memorandum of Audax Credit BDC Inc., a Delaware corporation (as amended or supplemented from time to time) (the "Memorandum"). For purposes of these Subscription Documents, the "Investor" is the person or entity for whose account the units will be purchased and that can satisfy the representations and warranties set forth in the Subscription Documents. Another person or entity with investment authority may execute the Subscription Documents on behalf of the Investor, but should indicate the capacity in which it is doing so and the name of the Investor.

FS Investment Corp III – FS Investment Corporation III 8-K (March 15th, 2018)

AMENDMENT NO. 9 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of March 12, 2018 (this "Amendment"), among Dunlap Funding LLC, a Delaware limited liability company (the "Borrower"), Deutsche Bank AG, New York Branch, as facility agent (the "Facility Agent") (formerly the "Administrative Agent"), each Lender party hereto (each, a "Lender" and collectively, the "Lenders"), each Agent party hereto (each, an "Agent" and collectively, the "Agents") and Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the "Collateral Agent").

AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT Dated as of March 5, 2018 TURTLE BEACH CORPORATION (FORMERLY KNOWN AS PARAMETRIC SOUND CORPORATION), as a US Borrower and a UK Guarantor (March 9th, 2018)

THIS AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT (this Agreement), is dated as of March 5, 2018, among TURTLE BEACH CORPORATION, a Nevada corporation, formerly known as Parametric Sound Corporation (Parent), VOYETRA TURTLE BEACH, INC., a Delaware corporation (Voyetra; and together with Parent, individually US Borrower, and individually and collectively, jointly and severally, US Borrowers), TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in England and Wales with company number 03819186 (Turtle Beach, also referred to hereinafter as UK Borrower; and together with US Borrowers, individually Borrower and individually and collectively, Borrowers), VTB HOLDINGS, INC., a Delaware corporation (VTB or US Guarantor; and together with US Borrowers, individually a UK Guarantor and individually and collectively, jointly and severally, UK Guarantors; UK Guarantors and US Guarantors, individually a Guarantor, and individually and collectively, Guarantors); t

Contract (March 9th, 2018)

THIS SECOND AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE (THIS NOTE) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

Neither This Amended and Restated Subordinated Promissory Note (This Note) Nor the Underlying Securities Have Been Registered Under the Securities Act of 1933 as Amended or the Securities Laws of Any State and Neither This Note Nor Any Securities Issued Pursuant to Its Conversion May Be Sold or Transferred in the Absence of Registration Thereunder or an Exemption Therefrom. (March 9th, 2018)

THIS NOTE, THE OBLIGATIONS HEREUNDER AND ANY LIENS SECURING SUCH OBLIGATIONS ARE SUBJECT TO THE SUBORDINATION AGREEMENT (AS DEFINED BELOW).

Contract (March 9th, 2018)

THIS SECOND AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE (THIS NOTE) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.