Participation Agreement Sample Contracts

Rodin Income Trust, Inc. – PARTICIPATION AGREEMENT Dated as of November 1, 2018 by and Between RIT Lending, Inc. (Initial Participation A-1 Holder) and Cantor Fitzgerald Investors, LLC (Initial Participation A-2 Holder) 533 East 12th Street, New York, New York (November 7th, 2018)
Heidrick & Struggles – Restricted Stock Unit Participation Agreement (October 29th, 2018)

This Restricted Stock Unit Participation Agreement (the "Agreement") is dated as of this 31st day of July, 2018 and sets forth the terms and conditions of the Award described below made by Heidrick & Struggles International, Inc. (the "Company") to [NAME] (the "Participant"), pursuant to the Second Amended and Restated 2012 Heidrick & Struggles GlobalShare Program (the "Program" or the "Plan").

Flat Rock Capital Corp. – Sale, Contribution and Master Participation Agreement (October 18th, 2018)

This SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT, dated as of October 12, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), between FLAT ROCK CAPITAL CORP., a Maryland corporation, as seller (in such capacity, the "Seller") and FRC FUNDING I, LLC, a Delaware limited liability company, as purchaser (in such capacity, the "Purchaser").

Bain Capital Specialty Finance, Inc. – Master Participation Agreement (October 17th, 2018)

Master Participation and Assignment Agreement (as amended from time to time, this Agreement), dated as of September 28, 2018, between BCSF I, LLC, a Delaware limited liability company (the Financing Subsidiary), and BCC Middle Market CLO 2018-1, LLC, a Delaware limited liability company (the Issuer).

Investment – SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT by and Between OXFORD SQUARE FUNDING 2018, LLC, as the Buyer and OXFORD SQUARE CAPITAL CORP., as the Seller October 12, 2018 (October 12th, 2018)

THIS SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the "Agreement") is dated as of October 12, 2018 (the "Purchase Date"), by and between OXFORD SQUARE CAPITAL CORP., a Maryland corporation, as the seller (in such capacity, the "Seller") and OXFORD SQUARE FUNDING 2018, LLC, a Delaware limited liability company, as the buyer (in such capacity, the "Buyer").

Northwest Natural Holding Co – PAGE ARTICLE I PURPOSE 1 1.1 Restatement 1 1.2 Purpose 1 ARTICLE II DEFINITIONS 1 2.1 Account 1 2.2 Acquiror Stock 1 2.3 Base Annual Salary 1 2.4 Beneficiary 2 2.5 Board 2 2.6 Bonus 2 2.7 Cash Compensation 2 2.8 Change in Control 2 2.9 Committee 3 2.10 Common Stock 3 2.11 Compensation 3 2.12 Corporate Transaction 3 2.13 Corporation 3 2.14 Deferral Commitment 3 2.15 Deferral Deadline 3 2.16 Deferred Cash Compensation 4 2.17 Deferred Compensation Account Benefit 4 2.18 Determination Date 4 2.19 Disability 4 2.20 Executive 4 2.21 Financial Hardship 4 2.22 Interest 4 2.23 LTIP Compensation 5 2.24 (October 1st, 2018)
PAGE ARTICLE I PURPOSE 1 1.1 Restatement 1 1.2 Purpose 1 ARTICLE II DEFINITIONS 1 2.1 Account 1 2.2 Acquiror Stock 1 2.3 Base Annual Salary 1 2.4 Beneficiary 2 2.5 Board 2 2.6 Bonus 2 2.7 Cash Compensation 2 2.8 Change in Control 2 2.9 Committee 3 2.10 Common Stock 3 2.11 Compensation 3 2.12 Corporate Transaction 3 2.13 Corporation 3 2.14 Deferral Commitment 3 2.15 Deferral Deadline 3 2.16 Deferred Cash Compensation 4 2.17 Deferred Compensation Account Benefit 4 2.18 Determination Date 4 2.19 Disability 4 2.20 Executive 4 2.21 Financial Hardship 4 2.22 Interest 4 2.23 LTIP Compensation 5 2.24 (October 1st, 2018)
Tri-State Generation & Transmission Association, Inc. – Missouri Basin Power Project Laramie River Electric Generating Station and Transmission System Participation Agreement Amendment No. 12 (September 26th, 2018)

This Amendment No. 12 ("Amendment"), dated as of September 20, 2018, by and between BASIN ELECTRIC POWER COOPERATIVE, a North Dakota corporation ("Basin Electric"); TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC., a Colorado corporation ("Tri-State"); CITY OF LINCOLN, NEBRASKA, a Nebraska municipal corporation operating the Lincoln Electric System ("L.E.S."); HEARTLAND CONSUMERS POWER DISTRICT, a political subdivision of the State of South Dakota ("Heartland"); WYOMING MUNICIPAL POWER AGENCY, a public corporation of the State of Wyoming ("Wyoming Municipal"); and WESTERN MINNESOTA MUNICIPAL POWER AGENCY, a municipal corporation and political subdivision of the State of Minnesota ("Western Minnesota"), all of whom may be collectively referred to as the "Parties" and individually referred to as "Party." Capitalized terms used herein without definition shall have the respective meanings set forth in the Participation Agreement (as defined below).

Rodin Income Trust, Inc. – PARTICIPATION AGREEMENT Dated as of September 21, 2018 by and Between RIT Lending, Inc. (Initial Participation A-1 Holder) and Cantor Fitzgerald Investors, LLC (Initial Participation A-2 Holder) DELSHAH BROOKLYN PORTFOLIO (September 25th, 2018)
STUDIO CITY INTERNATIONAL HOLDINGS Ltd – Participation Agreement (September 7th, 2018)

This PARTICIPATION AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated [*], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company limited by shares incorporated in the British Virgin Islands (the Pre-Migration Company and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability under the laws of the Cayman Islands, the Company), MSC Cotai Limited, a business company limited by shares incorporated in the British Virgin Islands (Newco), and New Cotai, LLC, a Delaware limited liability company (New Cotai). Any capitalized term used and not otherwise defined herein shall have the meaning given to it in Article I.

Georgia Power Co – First Amendment to Agreement Regarding Additional Participating Party Rights and Amendment No. 3 to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement and Amendment No. 4 to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units (September 7th, 2018)

This First Amendment to Agreement Regarding Additional Participating Party Rights and Amendment No. 3 to Plant Alvin W. Vogtle Additional Units Ownership Participation Agreement and Amendment No. 4 to Plant Vogtle Owners Agreement Authorizing Development, Construction, Licensing and Operation of Additional Generating Units, dated and effective as of August 31, 2018 (this "First Amendment"), is by and among GEORGIA POWER COMPANY, a corporation organized and existing under the laws of the State of Georgia ("GPC"), OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation formed under the laws of the State of Georgia ("OPC"), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia ("MEAG"), MEAG POWER SPVJ, LLC, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, each a Georgia limited liability company (collectively, the "MEAG SPVs"), and THE CITY OF DALTON, GEORGIA, an incorporated mu

SAILFISH ENERGY HOLDINGS Corp – Re: Participation Agreement Talos Energy Operating Company LLC Executive Severance Plan Dear [ ]: (September 5th, 2018)
Amyris – Amendment #1 to Participation Agreement (August 14th, 2018)

This Amendment #1 to Participation Agreement (this "Amendment") is made as of May 30, 2018 by and between Amyris, Inc., a Delaware corporation (the "Company"), and John Melo (the "Employee").

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – Participation Agreement (July 17th, 2018)

This PARTICIPATION AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated [*], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company limited by shares incorporated in the British Virgin Islands (the Pre-Migration Company and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability under the laws of the Cayman Islands, the Company), MSC Cotai Limited, a business company limited by shares incorporated in the British Virgin Islands (Newco), and New Cotai, LLC, a Delaware limited liability company (New Cotai). Any capitalized term used and not otherwise defined herein shall have the meaning given to it in Article I.

Investment – SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT by and Between OXFORD SQUARE FUNDING 2018, LLC, as the Buyer and OXFORD SQUARE CAPITAL CORP., as the Seller June 21, 2018 (June 22nd, 2018)

THIS SALE, CONTRIBUTION AND MASTER PARTICIPATION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the "Agreement") is dated as of June 21, 2018 (the "Purchase Date"), by and between OXFORD SQUARE CAPITAL CORP., a Maryland corporation, as the seller (in such capacity, the "Seller") and OXFORD SQUARE FUNDING 2018, LLC, a Delaware limited liability company, as the buyer (in such capacity, the "Buyer").

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – Participation Agreement (June 13th, 2018)

This PARTICIPATION AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this Agreement), dated [*], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company limited by shares incorporated in the British Virgin Islands (the Pre-Migration Company and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability under the laws of the Cayman Islands, the Company), [*], a business company limited by shares incorporated in the British Virgin Islands (Newco), and New Cotai, LLC, a Delaware limited liability company (New Cotai). Any capitalized term used and not otherwise defined herein shall have the meaning given to it in Article I.

First Northern Comm Banc – First Northern Bank Executive Retirement/Retention Participation Agreement for Jeffrey Adamski (May 9th, 2018)

This Executive Retirement/Retention Participation Agreement (the "Agreement") is entered into as of this 1st day of August, 2017, by and between First Northern Bank of Dixon, a California-chartered, FDIC-insured bank with it main office in Dixon, California ("Company") and Jeffrey Adamski (the "Executive").

Masimo Corp. – AMENDED AND RESTATED 2007 SEVERANCE PROTECTION PLAN Participation Agreement for Bilal Mushin (May 7th, 2018)
Masimo Corp. – AMENDED AND RESTATED 2007 SEVERANCE PROTECTION PLAN Participation Agreement for Tao Levy (May 7th, 2018)
Participation Agreement Under Cree Severance Plan - Senior Leadership Team (May 4th, 2018)

This Participation Agreement Under the Cree Severance Plan - Senior Leadership Team (the "Participation Agreement") is entered into this __ day of ____, 2018, between Cree, Inc. (the "Company") and __________ ("Executive").

Integration Incentive Plan Participation Agreement (April 19th, 2018)

This Participation Agreement (this "Agreement") is made as of this [___] day of [_________], 2018 between BlueLinx Corporation, a Delaware corporation (the "Company") and [_________] (the "Participant"). Capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan (as defined below).

PARTICIPATION AGREEMENT Dated as of November 30, 2017 Among AVDC, INC., as the Construction Agent and the Lessee, THE VARIOUS ENTITIES WHICH ARE PARTIES HERETO FROM TIME TO TIME, as the Guarantors, WACHOVIA SERVICE CORPORATION, as the Lessor, THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO FROM TIME TO TIME, as the Lease Participants, And (April 3rd, 2018)

THIS PARTICIPATION AGREEMENT dated as of November 30, 2017 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this "Agreement") is by and among AVDC, INC., an Ohio corporation (the "Construction Agent" or "Lessee"); the various entities which are parties hereto from time to time as guarantors (individually, a "Guarantor" and collectively, the "Guarantors"); WACHOVIA SERVICE CORPORATION, a Delaware corporation (the "Lessor"); the various banks and other lending institutions which are parties hereto from time to time as lease participants (individually, a "Lease Participant" and collectively, the "Lease Participants"); and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the agent for the Lessor Parties and, respecting the Security Documents, as the agent for the Secured Parties (in such capacity, the "Agent"). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix

Amendment No. 1 to the Anpp High Voltage Switchyard Participation Agreement (February 28th, 2018)

PARTIES: The Parties to this Amendment No. 1 to the ANPP High Voltage Switchyard Participation Agreement (Amendment No. 1) are: ARIZONA PUBLIC SERVICE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as "Arizona", SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as "Salt River Project", PUBLIC SERVICE COMPANY OF NEW MEXICO, a corporation organized and existing under and by virtue of the laws of the State of New Mexico, hereinafter referred to as "PNM", EL PASO ELECTRIC COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Texas, hereinafter referred to as "El Paso", SOUTHERN CALIFORNIA EDISON, a corporation organized and existing under and by virtue of the laws of the State of California, hereinafter referred to as "

Aps Contract No. 2252-419.00 Anpp High Voltage Switchyard Participation Agreement (February 28th, 2018)

PARTIES: The Parties to this ANPP High Voltage Switchyard Participation Agreement, hereinafter referred to as "Participation Agreement" or "Agreement", are: ARIZONA PUBLIC SERVICE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as "Arizona", SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as "Salt River Project", PUBLIC SERVICE COMPANY OF NEW MEXICO, a corporation organized and existing under and by virtue of the laws of the State of New Mexico, hereinafter referred to as "PNM" , EL PASO ELECTRIC COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Texas, hereinafter referred to as "El Paso", and SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and existing under and by virtue of the laws of the State o

APS CONTRACT NO. 2253-419.00 ANPP VALLEY TRANSMISSION SYSTEM Participation Agreement (February 28th, 2018)

PARTIES: The Parties to this ANPP Valley Transmission System Participation Agreement, hereinafter referred to as "Participation Agreement" or "Agreement", are: ARIZONA PUBLIC SERVICE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as "Arizona", SALT RIVER PROJECT ARICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as "Salt River Project", PUBLIC SERVICE COMPANY OF NEW MEXICO, a corporation organized and existing under and by virtue of the laws of the State of New Mexico, hereinafter referred to as "PNM", and EL PASO ELECTRIC COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Texas, hereinafter referred to as "El Paso", all hereinafter referred to singularly as Participant or collectively as Participants.

<Date> To: < Participant Name > From: Valerie Blanchett, Vice President Human Resources Subject: Modification to Change in Control and Severance Policy Participation Agreement (February 26th, 2018)

The Andersons, Inc. is pleased to inform you of a modification to the Change in Control and Severance Policy as Amended and Restated Effective January 1, 2015 (the "Policy"). You were previously selected as a participant in the Policy, and your participation continues to be subject to the terms and conditions of the Policy and your Participation Agreement (the "Agreement") as modified by this amendment letter to reflect a recent change to the Policy. Unless otherwise expressly set forth herein, all capitalized terms used herein shall have the meaning given in the Policy.

Amended and Restated Change of Control and Involuntary Termination Protection Policy Participation Agreement (February 23rd, 2018)

This Amended and Restated Participation Agreement (this "Agreement") is made and entered into as of November 21, 2016 by and between Anthony Noto on the one hand, and Twitter, Inc. (the "Company") on the other. This Agreement shall amend and supersede that certain Change of Control Severance Policy Participation Agreement (and the Policy governing that agreement) by and between Mr. Noto and the Company, dated June 30, 2014.

Consolidated Edison – Participation Agreement (February 15th, 2018)

This PARTICIPATION AGREEMENT, dated as of July 1, 1999, between NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY, a body corporate and politic, constituting a public benefit corporation, established and existing under and by virtue of the laws of the State of New York (the "Authority") and CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., a corporation duly organized and existing and qualified to do business as a public utility under the laws of the State of New York (the "Company"),

PetroShare Corp. – First Amendment to Amended and Restated Participation Agreement (February 7th, 2018)

This First Amendment to Amended and Restated Participation Agreement (hereinafter Amendment) is made and entered into February 1, 2018 by and among PetroShare Corp. (PetroShare), Providence Energy Operators, LLC (PEO Participant) and Providence Energy Partners III, LP (PEP Participant). PetroShare, PEO Participant and PEP Participant may be referred to hereafter individually as a Party or collectively as the Parties.

NorthStar Real Estate Income Trust, Inc. – PARTICIPATION AGREEMENT Dated as of January 31, 2018 by and Between CFI HENDON HOLDINGS, LLC (Initial Senior Participant and Servicer) and N1 HENDON HOLDINGS, LLC (Initial Junior Participant) Hendon (February 6th, 2018)

THIS PARTICIPATION AGREEMENT ("Agreement"), dated as of January 31, 2018, by and between CFI HENDON HOLDINGS, LLC, having an address of 515 S. Flower St., 44th Floor, Los Angeles, CA 90071 (together with its successors and assigns in interest, in its capacity as initial owner of the Senior Participation, the "Initial Senior Participant" and in its capacity as Servicer), and N1 HENDON HOLDINGS, LLC, having an address of 515 S. Flower St., 44th Floor, Los Angeles, CA 90071 (together with its successors and assigns in interest, in its capacity as initial owner of the Junior Participation, the "Initial Junior Participant").

LSC Communications, Inc. – LSC Communications US, LLC. Participation Agreement (January 26th, 2018)
LSC Communications, Inc. – LSC Communications US, LLC. Participation Agreement (January 26th, 2018)
LSC Communications, Inc. – LSC Communications US, LLC. Participation Agreement (January 26th, 2018)
LSC Communications, Inc. – LSC Communications US, LLC. Participation Agreement (January 26th, 2018)
LSC Communications, Inc. – LSC Communications US, LLC. Participation Agreement (January 19th, 2018)

LSC Communications, Inc. (the Company) is pleased to inform you that you have been selected as a participant in the Companys LSC Communications US, LLC Key Employee Severance Plan (the Severance Plan), which is operated as a sub-plan under the LSC Separation Pay Plan. Capitalized terms that are used in this Participation Agreement but that are not defined herein shall have the meanings set forth in the Severance Plan.