Execution Version Sample Contracts

Execution Version CUSTODIAN AGREEMENT THIS AGREEMENT, dated as of November 18, 2015, between GALLERY TRUST, a management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment...
Execution Version • January 27th, 2016 • Gallery Trust • New York
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VOTING AGREEMENT
Execution Version • April 29th, 2011 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

AGREEMENT, dated as of April 20, 2011 between Enstar Group Limited, a Bermuda exempted company (the “Company”), and T. Whit Armstrong (“Shareholder”).

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Contract
Execution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags

TRADEMARK SECURITY AGREEMENT dated as of March 20, 2012 (this “Agreement”), between Graham Packaging PET Technologies Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

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AGREEMENT BETWEEN NOTEHOLDERS Dated as of August 28, 2020 by and among GOLDMAN SACHS BANK USA (Initial Note A-1 Holder), GOLDMAN SACHS BANK USA (Initial Note A-2 Holder) and GOLDMAN SACHS BANK USA (Initial Note A-3 Holder) Amazon Industrial Portfolio
Execution Version • August 28th, 2020 • DBJPM 2020-C9 Mortgage Trust • Asset-backed securities
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Execution Version THIRD AMENDED AND RESTATED FLOW MORTGAGE LOAN SALE AND SERVICING AGREEMENT
Execution Version • July 14th, 2006 • Lehman XS Trust Series 2006-10n • Asset-backed securities • New York
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Contract
Execution Version • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York

ASSUMPTION AGREEMENT, dated as of July 30, 2018, made by Federal-Mogul Products Company LLC and Federal-Mogul Ignition LLC (each, an “Additional Grantor” and together, the “Additional Grantors”), in favor of Bank of America, N.A. (the “Collateral Trustee”), not individually but solely as Collateral Trustee under the Collateral Agreement, dated as of June 29, 2017 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among Federal-Mogul LLC, a Delaware limited liability company (“Company”), the Subsidiaries of Company parties thereto and the Collateral Trustee.

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BRIXMOR PROPERTY GROUP INC. 20,000,000 Shares Common Stock ($0.01 par value) UNDERWRITING AGREEMENT
Execution Version • July 1st, 2016 • Brixmor Operating Partnership LP • Real estate investment trusts • New York

Brixmor Property Group Inc., a corporation organized under the laws of the State of Maryland (the “Company”), Brixmor Operating Partnership L.P., a Delaware Limited Partnership, and each of the Selling Stockholders named in Schedule II hereto (collectively, the “Selling Stockholders”) confirm their respective agreements with you and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, with respect to the sale by the Selling Stockholders, and the purchase by the Underwriters, acting severally and not jointly, of 20,000,000 shares of common stock, $0.01 par value per share (“Common Stock”) of the Company (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”).

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Contract
Execution Version • March 5th, 2004 • Gmi Merger Corp • Knitting mills • Delaware

SUPPORT AGREEMENT (this "Agreement"), dated as of February 27, 2004, by and among GMI Holding Corporation, a Delaware corporation ("Parent"), GMI Merger Corporation, a Delaware corporation ("Purchaser"), and The Prudential Insurance Company of America, a New Jersey corporation ("Stockholder").

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Contract
Execution Version • November 9th, 2020 • Entercom Communications Corp • Radio broadcasting stations • New York

AMENDMENT NO. 5, dated as of July 20, 2020 (this “Amendment”), to the Credit Agreement, dated as of October 17, 2016 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), by and among ENTERCOM MEDIA CORP. (formerly known as CBS RADIO INC.), a Delaware corporation (“Borrower”), each of the GUARANTORS party thereto, the LENDERS and L/C ISSUERS party thereto from time to time and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and as Collateral Agent (the “Collateral Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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BURLINGTON STORES, INC. 8,000,000 Shares of Common Stock Underwriting Agreement
Execution Version • December 16th, 2014 • Burlington Stores, Inc. • Retail-department stores • New York

Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders”) of Burlington Stores, Inc., a Delaware corporation (the “Company”), propose to issue and sell to J.P. Morgan Securities LLC (the “Underwriter”), an aggregate of 8,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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CEI UNSECURED GUARANTY
Execution Version • March 26th, 2004 • Cogentrix Energy Inc • Electric services • New York

GUARANTY (this “Guaranty”), dated as of February 26, 2004, made by Cogentrix Energy, Inc., a Delaware corporation (the “Guarantor”), in favor of the Guarantied Parties referred to below.

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ABFS MORTGAGE LOAN WAREHOUSE TRUST 2000-2, as Issuer and
Execution Version • October 24th, 2003 • American Business Financial Services Inc /De/ • Mortgage bankers & loan correspondents • New York
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Execution Version
Execution Version • March 5th, 2015 • Cdi Corp • Services-help supply services • Pennsylvania

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 20th day of October, 2014 between CDI Corporation, a Pennsylvania corporation (the “Company”), and Michael S. Castleman (“Executive”). The date on which Executive’s employment with the Company commences, which Executive agrees is required to occur no later than October 28, 2014, is referred to herein as the “Start Date.”

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ALNYLAM PHARMACEUTICALS, INC. 5,000,000 Shares of Common Stock Underwriting Agreement
Execution Version • January 15th, 2019 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Alnylam Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc. is acting as representative (the “Representative”), an aggregate of 5,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 750,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent there are no additional Underwriters listed in Schedule I hereto, all references herein to the Underwriters shall refer just to you.

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AGREEMENT BETWEEN NOTE HOLDERS Dated as of December 22, 2020 by and between MORGAN STANLEY BANK, N.A., (Initial Note A-1 Holder) MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (Initial Agent)...
Execution Version • February 11th, 2021 • Bank 2021-Bnk31 • Asset-backed securities

Agreement ” ), dated as of December 22, 2020 by and between MORGAN STANLEY BANK, N.A. ( “ MSBNA ” and, together with its successors and assigns in interest , in its capacity as initial owner of Note A-1 described below, the “ Initial Note A-1 Holder ” ), MSBNA ( together with its successors and assigns in interest , in its capacity as initial owner of Note A-2 described below, the “ Initial Note A-2 Holder ” ; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “ Initial Note Holders ” ) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC ( “ MSMCH ” and, in its capacity as initial agent, the “ Initial Agent ” ).

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RECITALS:
Execution Version • January 16th, 2008 • Goamerica Inc • Radiotelephone communications • New York
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Contract
Execution Version • January 10th, 2017 • OCI Partners LP • Chemicals & allied products

This AMENDMENT NO. 6, dated as of January 4, 2017 (this “Amendment”), among OCI BEAUMONT LLC, a Texas limited liability company (the “Borrower”), OCI PARTNERS LP, a Delaware limited partnership (the “MLP”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors, the “Administrative Agent”), and BANK OF AMERICA, N.A., as a Lender, amends that certain Revolving Credit Agreement dated as of April 4, 2014 (as amended by Amendment No. 1 dated as of June 13, 2014, Amendment No. 2 dated as of March 12, 2015, Amendment No. 3 and Waiver dated as of October 16, 2015, Amendment No. 4 dated as of March 11, 2016 and Amendment No. 5 dated as of March 17, 2016 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among the Borrower, the MLP, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein. Capitaliz

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Contract
Execution Version • October 7th, 2010 • Terex Corp • Industrial trucks, tractors, trailors & stackers • New York

AMENDMENT NO. 5 dated as of October 4, 2010 (this “Amendment”), to the CREDIT AGREEMENT dated as of July 14, 2006, as amended by AMENDMENT NO. 1 dated as of January 11, 2008, AMENDMENT NO. 2 dated as of February 24, 2009, AMENDMENT NO. 3 dated as of May 27, 2009 and AMENDMENT NO. 4 dated as of January 14, 2010 (as so amended, the “Credit Agreement”), among TEREX CORPORATION, a Delaware corporation (“Terex”), NEW TEREX HOLDINGS UK LIMITED, a limited company organized under the laws of England (the “U.K. Borrower”), TEREX INTERNATIONAL FINANCIAL SERVICES COMPANY, a company organized under the laws of the Republic of Ireland (the “European Borrower”), TEREX LIFTING AUSTRALIA PTY LTD, a company organized under the laws of Australia and registered in Queensland, Australia (the “Australian Borrower”), and TEREX ITALIA S.R.L., a company organized under the laws of the Republic of Italy (the “Italian Borrower” and, together with Terex, the U.K. Borrower, the European Borrower, and the Australi

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Contract
Execution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags

TRADEMARK SECURITY AGREEMENT dated as of August 17, 2017 (this “Agreement”), among the grantors listed on Schedule I hereto (the “U.S Grantors”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

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AGREEMENT
Execution Version • July 21st, 2022 • Starboard Value LP • Services-prepackaged software • Delaware

This Agreement (this “Agreement”) is made and entered into as of July 20, 2022 by and among LivePerson, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

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DICE THERAPEUTICS, INC. (a Delaware corporation) 8,219,178 Shares of Common Stock UNDERWRITING AGREEMENT
Execution Version • October 13th, 2022 • DICE Therapeutics, Inc. • Pharmaceutical preparations • New York
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Execution Version
Execution Version • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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Contract
Execution Version • March 31st, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York

This INTERCREDITOR AGREEMENT, dated as of March 25, 2010 (this “Agreement”), is between Jefferies Finance LLC, as agent for the First Priority Secured Parties (as defined below) (in such capacity, the “First Priority Agent”), and AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”).

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Contract
Execution Version • November 14th, 2016 • Delta Tucker Holdings, Inc. • Airports, flying fields & airport terminal services • New York

AMENDMENT No. 6, dated as of August 22, 2016 (this “Amendment”), to the Credit Agreement dated as of July 7, 2010, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Borrower”), Delta Tucker Holdings, Inc., a Delaware corporation (“Holdings”), the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, L/C Issuer and Swing Line Lender and the other parties thereto (as amended and restated as of June 15, 2016 pursuant to that certain Amendment No. 5 and Waiver to Credit Agreement dated as of April 30, 2016 and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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Contract
Execution Version • February 14th, 2018 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • New York

TRADEMARK SECURITY AGREEMENT dated as of April 9, 2013 (this “Agreement”), between Spirit Foodservice, Inc. (the “U.S. Grantor”) and The Bank of New York Mellon, as collateral agent (in such capacity, the “Collateral Agent”).

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EXECUTION VERSION
Execution Version • February 14th, 2014 • Shutterfly Inc • Services-photofinishing laboratories • New York

INCREMENTAL COMMITMENT AGREEMENT (this“Agreement”) dated as of December 6, 2013, among the financial institutions executing this Agreement as INCREMENTAL LENDERS (collectively, the “Incremental Lenders”), SHUTTERFLY, INC., a Delaware corporation (the “Borrower”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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AGREEMENT
Execution Version • June 24th, 2022 • Starboard Value LP • Electronic components & accessories • Massachusetts

This Agreement (this “Agreement”) is made and entered into as of June 23, 2022, by and among Mercury Systems, Inc., a Massachusetts corporation (the “Company”), and the entities and natural persons set forth on the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

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SUBSIDIARY GUARANTY
Execution Version • March 26th, 2004 • Cogentrix Energy Inc • Electric services • New York

GUARANTY (this “Guaranty”), dated as of February 26, 2004, made by each of the Persons named as a guarantor on the signature pages hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of the Guarantied Parties referred to below.

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EXECUTION VERSION SUPPORT AGREEMENT (this "Agreement"), dated as of February 27, 2004, by and among GMI Holding Corporation, a Delaware corporation ("Parent"), GMI Merger Corporation, a Delaware corporation ("Purchaser"), and The Prudential Insurance...
Execution Version • March 1st, 2004 • Guilford Mills Inc • Knitting mills • Delaware
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INDENTURE Dated as of April 12, 2011 Among OPPENHEIMER HOLDINGS INC., THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as...
Execution Version • May 5th, 2011 • Oppenheimer Holdings Inc • Security brokers, dealers & flotation companies • New York

INDENTURE, dated as of April 12, 2011, among Oppenheimer Holdings Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee and as Collateral Agent.

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Contract
Execution Version • March 30th, 2010 • PNG Ventures Inc • Crude petroleum & natural gas • Nevada

SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of March 24, 2010, among the Investors (as defined herein) and Applied Natural Gas Fuels, Inc., a Nevada corporation (the “Corporation”).

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INCREMENTAL AMENDMENT
Execution Version • November 2nd, 2020 • Horizon Therapeutics Public LTD Co • Pharmaceutical preparations

This INCREMENTAL AMENDMENT AND LENDER JOINDER AGREEMENT (this “Agreement”), dated as of August 17, 2020, is entered into by and among JPMORGAN CHASE BANK, N.A., as an Incremental Revolving Lender and as an Issuing Bank (in such capacities, the “New Lender”), HORIZON THERAPEUTICS USA, INC., a Delaware corporation (the “Borrower”), and CITIBANK, N.A., as Administrative Agent (in such capacity, together with its successors and assigns, “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).

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Contract
Execution Version • March 13th, 2015 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

GUARANTY AGREEMENT, dated as of June 26, 2012 (as amended, supplemented, or otherwise modified from time to time, this “Guaranty”), is made by Private National Mortgage Acceptance Company, LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Guarantor”), in favor of Citibank, N.A. (the “Buyer”, which term shall include Buyer’s successors and assigns, and any buyer for whom any Buyer acts as agent pursuant to the Repurchase Agreement) pursuant to the Repurchase Agreement.

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EXECUTIVE EMPLOYMENT AGREEMENT
Execution Version • March 19th, 2015 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Florida

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of March 2015, by and between SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), and Joel Manby (the “Executive”).

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Contract
Execution Version • October 1st, 2018 • Tenneco Inc • Motor vehicle parts & accessories • New York

ASSUMPTION AGREEMENT, dated as of September 18, 2018, made by Federal-Mogul New Products, Inc. and Federal-Mogul Products US LLC (each, an “Additional Grantor” and together, the “Additional Grantors”), in favor of Bank of America, N.A. (the “Collateral Trustee”), not individually but solely as Collateral Trustee under the Collateral Agreement, dated as of June 29, 2017 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among Federal-Mogul LLC, a Delaware limited liability company (“Company”), the Subsidiaries of Company parties thereto and the Collateral Trustee.

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