defa14a Sample Contracts

Starboard Value Acquisition Corp.AGREEMENT AND PLAN OF MERGER by and among STARBOARD VALUE ACQUISITION CORP., MUNDO MERGER SUB 1, INC., MUNDO MERGER SUB 2, LLC, CYXTERA TECHNOLOGIES, INC. and MUNDO HOLDINGS, INC. dated as of February 21, 2021 (February 22nd, 2021)
Starboard Value Acquisition Corp.FORM OF SUBSCRIPTION AGREEMENT (February 22nd, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 21, 2021 by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and the subscriber party set forth on the signature page hereto (“Subscriber”).

Starboard Value Acquisition Corp.February 21, 2021 (February 22nd, 2021)

This letter agreement (this “Company Stockholder Support Agreement”) is being delivered to Starboard Value Acquisition Corp., a Delaware corporation (“Acquiror”) and Cyxtera Technologies, Inc., a Delaware corporation (the “Company”) by SIS Holdings LP, a Delaware limited partnership (“Stockholder”) in accordance with that certain Merger Agreement, dated as of the date hereof, by and among Acquiror, the Company, and the other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby or relating thereto (including the PIPE Investment, the “Business Combination”). Certain capitalized terms used herein are defined in Section 9 hereof. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Merger Agreement.

Apex Global Brands Inc.SEVENTH AMENDMENT TO FINANCING AGREEMENT AND FORBEARANCE AGREEMENT (February 19th, 2021)

This SEVENTH AMENDMENT TO FINANCING AGREEMENT AND FORBEARANCE AGREEMENT, dated as of February 16, 2021 with retroactive effect as of December 31, 2020 (this “Amendment”), is entered into by and among Apex Global Brands Inc. (formerly known as Cherokee Inc.), a Delaware corporation (the “Parent” and the “U.S. Borrower”), Irene Acquisition Company B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch trade register under number 67160921 (the “Dutch Borrower” and, together with the U.S. Borrower, each a “Borrower” and collectively, the “Borrowers”), each Guarantor party hereto, the Lenders party hereto which constitute all of the Lenders party to the Financing Agreement as of the date hereof, Callodine Commercial Finance, LLC, a Delaware limited liability company (as successor to Gordon Brothers Finance Company, a Delaware corporation) (“Callodi

Apex Global Brands Inc.CREDIT PARTY REPRESENTATIVE AGREEMENT (February 19th, 2021)

This Credit Party Representative Agreement (this “Agreement”), dated as of February 16, 2021, is entered into by and among Apex Global Brands Inc., a Delaware corporation (together with all of its Subsidiaries, the “Company”), the Credit Parties (as defined in the Merger Agreement (as defined below)) set forth on Schedule I hereto, Eugene Robin (the “Credit Party Representative”), Galaxy Universal LLC, a Delaware limited liability company (“Parent”), and Galaxy Apex Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement.

Apex Global Brands Inc.AGREEMENT AND PLAN OF MERGER (February 19th, 2021)

This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 16, 2021, by and among Apex Global Brands Inc., a Delaware corporation (the “Company”), Eugene Robin, solely with respect to Sections 2.09, 6.18, 6.22 and 6.23 and in his capacity as representative, agent and attorney-in-fact (the “Credit Party Representative”), Galaxy Universal LLC, a Delaware limited liability company (“Parent”), and Galaxy Apex Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.

Tribune Publishing CoAGREEMENT AND PLAN OF MERGER dated as of February 16, 2021 among TRIBUNE PUBLISHING COMPANY, TRIBUNE ENTERPRISES, LLC and TRIBUNE MERGER SUB, INC. (February 17th, 2021)

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 16, 2021, among Tribune Publishing Company, a Delaware corporation (the “Company”), Tribune Enterprises, LLC, a Delaware limited liability company (“Parent”), and Tribune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

Tribune Publishing CoLIMITED GUARANTEE (February 17th, 2021)

This LIMITED GUARANTEE, dated as of February 16, 2021 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guarantee”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of Tribune Publishing Company, a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among the Guaranteed Party, Tribune Enterprises, LLC, a newly formed Delaware limited liability company (“Parent”), and Tribune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Except as otherwise specified herein, each capitalized term used in this Limited Guarantee and not defined herein shall have the meaning ascribed to such term in the Merger Agreement.

Aegion CorpAGREEMENT AND PLAN OF MERGER among CARTER INTERMEDIATE, INC., CARTER ACQUISITION, INC. and AEGION CORPORATION Dated as of February 16, 2021 (February 17th, 2021)

AGREEMENT AND PLAN OF MERGER, dated as of February 16, 2021 (this “Agreement”), among Carter Intermediate, Inc., a Delaware corporation (“Parent”), Carter Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Aegion Corporation, a Delaware corporation (the “Company”).

CorEnergy Infrastructure Trust, Inc.CONTRIBUTION AGREEMENT Dated as of February 4, 2021 (February 10th, 2021)

THIS CONTRIBUTION AGREEMENT (this "Agreement") is executed as of February 4, 2021 (the "Effective Date"), by and among the individuals whose names are listed as the "Contributors" on the signature page below (each, a "Contributor" and collectively, the "Contributors"), Corridor InfraTrust Management, LLC, a Delaware limited liability company (the "Manager"), and CorEnergy Infrastructure Trust, Inc., a Maryland corporation (the "REIT"). Capitalized terms used but not defined herein shall have the respective meanings set forth on Exhibit A.

CorEnergy Infrastructure Trust, Inc.SETTLEMENT AND MUTUAL RELEASE AGREEMENT (February 10th, 2021)

This Settlement and Release Agreement (“Agreement”) is entered into as of February 4, 2021by and among CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“CORR”), Grand Isle Corridor, LP, a Delaware limited partnership (“Grand Isle”), Energy XXI GIGS Services, LLC, a Delaware limited liability company (“Energy XXI”), Energy XXI Gulf Coast, Inc., a Delaware corporation (“EGC”), and CEXXI, LLC, a Delaware limited liability company (“Cox”). Each of CORR, Grand Isle, Energy XXI, EGC and Cox are collectively referred to as the “Parties” or in the singular as a “Party.” Capitalized terms used in this Agreement but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the GIGS Lease (as defined below).

CorEnergy Infrastructure Trust, Inc.AMENDED AND RESTATED SECURITY AGREEMENT (February 10th, 2021)

THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of February 4, 2021 (this “Security Agreement”), is by and among Crimson Midstream Operating, LLC, a Delaware limited liability company (“Crimson Operating”), Corridor MoGas, Inc., a Delaware corporation (“Corridor MoGas” and, along with Crimson Operating, each a “Borrower” and collectively the “Borrowers”), Crimson Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), MoGas Debt Holdco LLC, a Delaware limited liability company (“MoGas Holdco”), MoGas Pipeline LLC, a Delaware limited liability company (“MoGas Pipeline”), CorEnergy Pipeline Company, LLC, a Delaware limited liability company (“CorEnergy Pipeline”), United Property Systems, LLC, a Delaware limited liability company (“United Property”), Crimson Pipeline, LLC, a California limited liability company (“Crimson Pipeline”), Cardinal Pipeline, L.P., a California limited partnership (“Cardinal Pipeline”), together with the Borrowers, Holdings, MoGas Hold

CorEnergy Infrastructure Trust, Inc.THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT CRIMSON MIDSTREAM HOLDINGS, LLC Dated: February 4, 2021 (February 10th, 2021)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated effective as of February 4, 2021 (the “Effective Date”), is made by and among:

CorEnergy Infrastructure Trust, Inc.REGISTRATION RIGHTS AGREEMENT (February 10th, 2021)

WHEREAS, the parties listed on Schedule A hereto (each, individually, a “Holder” and, collectively, the “Holders”) have been issued (a) shares of the following classes of securities of CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“CorEnergy”), which are registered with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder (the “1934 Act”): (i) CorEnergy’s Common Stock, par value $0.001 per share (“CorEnergy Common Stock”), and (ii) depositary shares, each representing 1/100th of a whole share of CorEnergy’s 7.375% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (“CorEnergy Series A Preferred Stock”), and (b) shares of CorEnergy’s Common Stock, par value $0.001 per share, designated as Class B Common Stock (“Class B Common Stock”). The Class B Common Stock will be convertible into shares of the following classes of CorEnergy securities: (x) CorEner

CorEnergy Infrastructure Trust, Inc.MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CGI CRIMSON HOLDINGS, L.L.C., CRIMSON MIDSTREAM HOLDINGS, LLC, JOHN D. GRIER, AND CORENERGY INFRASTRUCTURE TRUST, INC. Dated as of February 4, 2021 (February 10th, 2021)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of February 4, 2021, is entered into by and among CGI Crimson Holdings, L.L.C., a Delaware limited liability company (“Carlyle”), John D. Grier, an individual (“J. Grier”), Crimson Midstream Holdings, LLC, a Delaware limited liability company (the “Company”), and CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“Parent”). Each of Carlyle, J. Grier, the Company and Parent are individually referred to herein as a “Party” and collectively as the “Parties.”

CorEnergy Infrastructure Trust, Inc.AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (February 10th, 2021)

THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of February 4, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), is executed by Crimson Midstream Operating, LLC, a Delaware limited liability company (“Crimson Operating”), Corridor MoGas, Inc., a Delaware corporation (“Corridor MoGas” and, along with Crimson Operating, each a “Borrower” and collectively the “Borrowers”), CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“CorEnergy Trust”), Crimson Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), Crimson Pipeline, LLC, a California limited liability company (“Crimson Pipeline”, and together with the Borrowers, CorEnergy Trust, Holdings, and each other entity that becomes a pledgor hereunder pursuant to Section 7.11 hereof, the “Pledgors”) in favor of Wells Fargo Bank, National Association, as Administrative Agent for the ratable benefit of itself and th

CorEnergy Infrastructure Trust, Inc.FIRST AMENDMENT TO MANAGEMENT AGREEMENT (February 10th, 2021)

This First Amendment to the Management Agreement (“First Amendment”) is executed as of February 4, 2021 (the “Effective Date”) by and between CorEnergy Infrastructure Trust, Inc., a Maryland corporation (the “Company”), and Corridor InfraTrust Management, LLC, a Delaware limited liability company (the “Manager” and collectively with the Company, the “Parties”). Capitalized terms not otherwise herein defined shall have the same meaning as in that certain Management Agreement between the Parties dated May 8th, 2015 (the “Agreement”).

CorEnergy Infrastructure Trust, Inc.50,000,000 REVOLVING LOAN $80,000,000 TERM LOAN AMENDED AND RESTATED CREDIT AGREEMENT (February 10th, 2021)

This Amended and Restated Credit Agreement, dated as of February 4, 2021 (this “Agreement”), is by and among Crimson Midstream Operating, LLC, a Delaware limited liability company (“Crimson Operating” and in its capacity as Borrower Representative pursuant to Section 2.19, “Borrower Representative”), and Corridor MoGas, Inc., a Delaware corporation (“MoGas”, and together with Crimson Operating, the “Borrowers”, and each, individually, a “Borrower”), Crimson Midstream Holdings, LLC, a Delaware limited liability company (“Holdings”), MoGas Debt Holdco LLC, a Delaware limited liability company (“MoGas HoldCo”), MoGas Pipeline, LLC, a Delaware limited liability company (“MoGas Pipeline”), CorEnergy Pipeline Company, LLC, a Delaware limited liability company (“CorEnergy Pipeline”), United Property Systems, LLC, a Delaware limited liability company (“United Property”), Crimson Pipeline, LLC, a California limited liability company (“Crimson Pipeline”), Cardinal Pipeline, L.P., a California li

Newtown Lane Marketing IncFORM OF SUPPORT AGREEMENT (February 9th, 2021)

This SUPPORT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is entered into by and among Newtown Lane Marketing, Incorporated, a Delaware corporation (“Parent”), Cyxtera Cybersecurity, Inc., a Delaware corporation (the “Company”), and each undersigned stockholder (any such stockholder, the “Stockholder” and, together with Parent and the Company, each a “Party” and collectively, the “Parties”) of Parent. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement and Plan of Reorganization, dated as of [●], 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Newtown Merger Sub Corp., a Delaware corporation (“Merger Sub”), and the Company.

Decarbonization Plus Acquisition CorpFebruary 8, 2021 (February 9th, 2021)

Reference is made to that certain Business Combination Agreement (the “BCA”), to be dated as of the date hereof, by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (“DCRB”), DCRB Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Hyzon Motors Inc., a Delaware corporation (the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by Decarbonization Plus Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each of the other undersigned entities and individuals on Exhibit A, each of whom acquired warrants (the “Private Placement Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share, of DCRB (the “DCRB Class A Common Stock”) in a private placement in connection with DCRB’s initial public offering (together with the Sponsor, the “Holders”), and acknowledged by DCRB, in connection with the transactions contemplated by the BCA (the “Transactions”). Capi

Decarbonization Plus Acquisition CorpLOCK-UP AGREEMENT (February 9th, 2021)

This Lock-Up Agreement (this “Agreement”) is made and entered into as of February 8, 2021, by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (“DCRB”), the undersigned stockholders (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) of Hyzon Motors Inc., a Delaware corporation (the “Company”), and the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

Newtown Lane Marketing IncAGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NEWTOWN LANE MARKETING, INCORPORATED, NEWTOWN MERGER SUB CORP. and CYXTERA CYBERSECURITY, INC. DATED AS OF FEBRUARY 8, 2021 (February 9th, 2021)

THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 8, 2021 (the “Agreement Date”), by and among Newtown Lane Marketing, Incorporated, a Delaware corporation (“Parent”), Newtown Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Cyxtera Cybersecurity, Inc. (doing business as Appgate), a Delaware corporation (the “Company”). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedules and the Parent Schedules, as defined in the preambles to Articles II and III hereof, respectively). Each of Parent, Merger Sub and the Company shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 8.2.

Newtown Lane Marketing IncFORM OF SUPPORT AGREEMENT (February 9th, 2021)

This SUPPORT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is entered into by and among Newtown Lane Marketing, Incorporated, a Delaware corporation (“Parent”), Cyxtera Cybersecurity, Inc., a Delaware corporation (the “Company”), and each undersigned stockholder (any such stockholder, the “Stockholder” and, together with Parent and the Company, each a “Party” and collectively, the “Parties”) of the Company. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement and Plan of Reorganization, dated as of [●], 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Newtown Merger Sub Corp., a Delaware corporation (“Merger Sub”), and the Company.

Decarbonization Plus Acquisition CorpSUBSCRIPTION AGREEMENT (February 9th, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 8, 2021, by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Issuer”), ACP Mgmt Corp., a Delaware corporation (“Ardour”), Ardour Capital Investments LLC, a Delaware limited liability company (the “Financial Advisor”) and Hyzon Motors Inc., a Delaware corporation (“Hyzon”).

Decarbonization Plus Acquisition CorpSUBSCRIPTION AGREEMENT (February 9th, 2021)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 8th day of February, 2021, by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (the “Issuer”), Hyzon Motors Inc., a Delaware corporation (“Hyzon”), and the undersigned (“Subscriber”).

Decarbonization Plus Acquisition CorpBUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DECARBONIZATION PLUS ACQUISITION CORPORATION, DCRB MERGER SUB INC., and HYZON MOTORS INC. Dated as of February 8, 2021 (February 9th, 2021)

BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 8, 2021 (this “Agreement”), by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (“DCRB”), DCRB Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Hyzon Motors Inc., a Delaware corporation (the “Company”).

Barnwell Industries IncCOOPERATION AND SUPPORT AGREEMENT (February 1st, 2021)

This Cooperation and Support Agreement (this “Agreement”) is made and entered into as of January 27, 2021, by and among Barnwell Industries, Inc., a Delaware corporation (the “Company”), MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, Bradley M. Tirpak and Ned L. Sherwood (collectively, the “MRMP Stockholders,” and each of the Company and each of the MRMP Stockholders, a “Party” to this Agreement, and collectively, the “Parties”).

Climate Change Crisis Real Impact I Acquisition CorpBUSINESS COMBINATION AGREEMENT by and among Climate Change Crisis Real Impact I Acquisition Corporation, CRIS THUNDER MERGER LLC, EVGO HOLDINGS, LLC, EVGO HOLDCO, LLC and EVGO OPCO, LLC Dated as of January 21, 2021 (January 22nd, 2021)

BUSINESS COMBINATION AGREEMENT dated as of January 21, 2021 (this “Agreement”), by and among Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (“SPAC”), CRIS Thunder Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of SPAC (“SPAC Sub”), EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”), EVgo HoldCo, LLC, a Delaware limited liability company (the “Company”) and EVGO OPCO, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“OpCo” and, together with Holdings and the Company, the “EVgo Parties”).

Climate Change Crisis Real Impact I Acquisition CorpSUBSCRIPTION AGREEMENT (January 22nd, 2021)

THIS SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 21, 2021 by and between Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned subscriber(s) (“Subscriber”).

Corning Natural Gas Holding CorpAGREEMENT AND PLAN OF MERGER (January 13th, 2021)

This Agreement and Plan of Merger (this “Agreement”), is entered into as of January 12, 2021, by and among Corning Natural Gas Holding Corporation, a New York corporation (the “Company”), ACP CROTONA CORP., a Delaware corporation (“Parent”), and ACP CROTONA MERGER SUB CORP., a New York corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.

Oxford Immunotec Global PLCFORM OF IRREVOCABLE UNDERTAKING (January 7th, 2021)

Proposed acquisition of the entire issued and to be issued share capital of Oxford Immunotec Global plc (the “Company”) — Deed of Irrevocable Undertaking

Oxford Immunotec Global PLCIMPLEMENTATION AGREEMENT (January 7th, 2021)
Second Sight Medical Products IncVOTING AGREEMENT (January 6th, 2021)

VOTING AGREEMENT (this “Voting Agreement”), dated as of January 5, 2021, by and among Pixium Vision, a société anonyme having its registered office at 74, rue du Faubourg Saint-Antoine, 75012 Paris, France, registered with the trade and companies registry (register du commerce et des sociétés) of Paris under number 538 797 655 (“Pixium”) and Matthew Pfeffer (the “Stockholder”).

Second Sight Medical Products IncVOTING AGREEMENT (January 6th, 2021)

VOTING AGREEMENT (this “Voting Agreement”), dated as of January 5, 2021, by and among Pixium Vision, a société anonyme having its registered office at 74, rue du Faubourg Saint-Antoine, 75012 Paris, France, registered with the trade and companies registry (register du commerce et des sociétés) of Paris under number 538 797 655 (“Pixium”) and Gregg Williams (the “Stockholder”).

Second Sight Medical Products IncSEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SECOND SIGHT MEDICAL PRODUCTS INC., [SUBSIDIARY] AND PIXIUM VISION. (January 6th, 2021)

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made effective as of the [___] day of [__________], 2021 by and between Second Sight Medical Products Inc., a California corporation (“Parent”), [Subsidiary], a Delaware corporation (“SpinCo”) and a wholly-owned subsidiary of Parent, and Pixium Vision a société anonyme having its registered office at 74, rue du Faubourg Saint-Antoine, 75012 Paris, France, registered with the trade and companies registry (register du commerce et des sociétés) of Paris under number 538 797 655 (“Pixium”). Certain capitalized terms used herein are defined in Article I below.