Execution Version Agreement Sample Contracts

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AGREEMENT AND PLAN OF MERGER by and among CLARIANT LTD HURRICANECYCLONE CORPORATION and HUNTSMAN CORPORATION dated as of May 21, 2017
Execution Version Agreement • May 23rd, 2017 • Huntsman CORP • Chemicals & allied products • Delaware

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated May 21, 2017, is entered into by and among Clariant Ltd, a Swiss corporation ("Cyclone"), HurricaneCyclone Corporation, a Delaware corporation and wholly owned Subsidiary of Cyclone ("Merger Sub"), and Huntsman Corporation, a Delaware corporation ("Hurricane"). Cyclone, Merger Sub and Hurricane are each sometimes referred to as a "Party" and collectively as the "Parties."

AGREEMENT
Execution Version Agreement • October 6th, 2010 • George Foreman Enterprises Inc • Phonograph records & prerecorded audio tapes & disks • New York

This Agreement (the “Agreement”) is entered into on April ___, 2010 (the “Effective Date”) by and among George Foreman, individually (“Foreman”), George Foreman Ventures LLC, a Delaware limited liability company (“GFV”), and United States Pharmaceutical Group, L.L.C. (d/b/a NationsHealth), a Delaware limited liability company (together with its Subsidiaries, the “Company”). All capitalized terms used herein and not otherwise defined shall have the respective meaning provided in Section 1.

AGREEMENT
Execution Version Agreement • April 27th, 2016 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

This Agreement (this “Agreement”) is made and entered into as of April 25, 2016 by and among Marvell Technology Group Ltd. (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”).

EXECUTION VERSION
Execution Version Agreement • March 14th, 2016 • Maxwell Technologies Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Agreement (this “Agreement”) is made and entered into as of March 11, 2016 by and among Maxwell Technologies, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Viex”) (each of the Company and Viex, a “Party” to this Agreement, and collectively, the “Parties”).

AGREEMENT
Execution Version Agreement • October 18th, 2016 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • Delaware

This Agreement (this “Agreement”) is made and entered into as of October 18, 2016 by and among Esterline Technologies Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “FPA”) (each of the Company and FPA, a “Party” to this Agreement, and collectively, the “Parties”).

Contract
Execution Version Agreement • May 5th, 2020 • New York

Exhibit 1.1 Execution Version AGREEMENT TO EXCHANGE This Agreement (the “Agreement”) dated as of October 19, 2009 (the “Execution Date”) is made by and among (i) the undersigned holders or investment advisers or managers of discretionary accounts of the Notes (as defined below; each such signatory, a “Tendering Noteholder”) and (ii) Callon Petroleum Company, a Delaware corporation (“Callon;” each Tendering Noteholder and Callon, a “Party”, and collectively, the “Parties”). RECITALS WHEREAS, the Tendering Noteholders who execute counterparts of this Agreement (the “Tendering Noteholders”) and Callon have negotiated the terms and conditions of a proposed offer to exchange and consent solicitation (the “Exchange Offer”) with respect to Callon’s $200 million 9.75% Senior Notes due 2010, Series B (the “Old Notes”) to be exchanged for (i) Callon’s $150 million 13% Senior Notes due 2016 (the “New Notes”); (ii) an aggregate of 4.125 million shares of Callon common stock; and (iii) an aggregate

AGREEMENT
Execution Version Agreement • June 27th, 2014 • California

This agreement (“Agreement”), entered into as of July 22, 2014, confirms the terms and conditions pursuant to which CPT Holdings, Inc., a Delaware corporation (“CPT”), shall acquire from The Classic Car Show Limited, a UK company (“TCCSL”), certain distribution rights in the “Program” in the “Territory” (as such terms are defined below) subject to the terms contained herein, all as set forth below.

AGREEMENT
Execution Version Agreement • July 29th, 2014 • Quantum Corp /De/ • Computer storage devices • Delaware

This Agreement (this “Agreement”) is made and entered into as of July 28, 2014, by and among Quantum Corporation, a Delaware corporation (the “Company”), and the entities and natural persons listed on Exhibit A hereto and their respective Affiliates (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

AGREEMENT
Execution Version Agreement • July 14th, 2014 • Speed Commerce, Inc. • Wholesale-computers & peripheral equipment & software • Minnesota

This Agreement (this “Agreement”) is made and entered into as of July 11, 2014, by and among Speed Commerce, Inc., a Minnesota corporation (the “Company”), and the entities and natural persons listed on Exhibit A hereto (collectively, “Red Alder”) (each of the Company and Red Alder, a “Party” to this Agreement, and collectively, the “Parties”).

AGREEMENT
Execution Version Agreement • December 14th, 2022 • Delaware

This Agreement (this “Agreement”) is made and entered into as of December 14, 2022 by and among Heartland Financial USA, Inc. (the “Company”) and the persons set forth in the signature pages hereto (each a “Stockholder” and collectively, the “Stockholder Group”) (each of the Company and each Stockholder, a “Party” to this Agreement, and collectively, the “Parties”).

AGREEMENT
Execution Version Agreement • July 21st, 2008 • Yahoo Inc • Services-computer integrated systems design • Delaware

Mr. Icahn said, “I am very pleased that this settlement will allow me to work in partnership with Yahoo!’s Board and management team to help the Company achieve its full potential. While I continue to believe that the sale of the whole Company or the sale of its Search business in the right transaction must be given full consideration, I share the view that Yahoo!’s valuable collection of assets positions it well to continue expanding its online leadership and enhancing returns to stockholders. I believe this is a good outcome and that we will have a strong working relationship going forward. Additionally, I am happy that the board has agreed in the settlement agreement that any meaningful transaction, including the strategy in dealing with that transaction, will be fully discussed with the entire board before any final decision is made.”

AGREEMENT
Execution Version Agreement • February 2nd, 2015 • Becker Drapkin Management, L.P. • Services-prepackaged software • Maryland

This Agreement, dated as of January 30, 2015 (this “Agreement”), is by and among TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), Steven R. Becker, an individual resident of Texas (“Becker”), Matthew A. Drapkin, an individual resident of New York (“Drapkin”), BC Advisors, LLC, a Texas limited liability company (“BCA”), Becker Drapkin Management, L.P., a Texas limited partnership (“BD Management”), Becker Drapkin Partners (QP), L.P., a Texas limited partnership (“Becker Drapkin QP”), and Becker Drapkin Partners, L.P., a Texas limited partnership (“Becker Drapkin, L.P.,” and, collectively, with Becker, Drapkin, BCA, BD Management and Becker Drapkin QP, the “Shareholder Group”).

AGREEMENT
Execution Version Agreement • May 27th, 2016 • Mangrove Partners Master Fund, Ltd. • Patent owners & lessors • Delaware

This Agreement (this "Agreement") is made and entered into as of May 25, 2016, by and among RPX Corporation, a Delaware corporation (the "Company"), and each of the persons or entities listed on the last signature page hereto (collectively, "Mangrove") (each of the Company and Mangrove, a "Party" to this Agreement, and collectively, the "Parties").

AGREEMENT
Execution Version Agreement • June 6th, 2019 • Verint Systems Inc • Services-computer integrated systems design • Delaware

This Agreement (“Agreement”), dated June 6, 2019 (“Effective Date”), is by and among Verint Systems Inc. (“Company”), Neuberger Berman Investment Advisers LLC, and the entities and natural persons listed on Exhibit A and their respective Affiliates (as defined below) (collectively, “NB” and, together with the individuals previously nominated by NB for election at the 2019 Annual Meeting (as defined below), each a “NB Member”). Each of the Company and NB is a “Party” to this Agreement and collectively they are the “Parties.”

AGREEMENT
Execution Version Agreement • February 25th, 2021 • Starboard Value LP • Services-prepackaged software • Delaware

This Agreement (this “Agreement”) is made and entered into as of February 24, 2021, by and between ACI Worldwide, 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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