Participation Agreement Sample Contracts

Gulfslope Energy, Inc. – Participation Agreement (January 12th, 2018)

This Participation Agreement ("Agreement") is entered into and effective as of the 1st day of January, 2018, ("Effective Date"), by and between GulfSlope Energy, Inc., a Delaware corporation ("GSEI" or "GulfSlope") with a principal place of business at 2500 CityWest Blvd., Suite 800, Houston, Texas 77042, Texas South Energy, Inc., a Nevada corporation ("TSEI" or "Texas South") with a principal place of business at 4550 Post Oak Place Dr., Suite 300, Houston, Texas 77027 (hereinafter GSEI and TSEI shall collectively be referred to as "Companies") and Delek GOM Investments, LLC, a Delaware limited liability company ("Delek") with a registered office address c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. GSEI, TSEI and Delek are sometimes referred to herein collectively as the "Parties", and each individually as "Party".

Texas South Energy, Inc. – Participation Agreement (January 12th, 2018)

This Participation Agreement ("Agreement") is entered into and effective as of the 1st day of January, 2018, ("Effective Date"), by and between GulfSlope Energy, Inc., a Delaware corporation ("GSEI" or "GulfSlope") with a principal place of business at 2500 CityWest Blvd., Suite 800, Houston, Texas 77042, Texas South Energy, Inc., a Nevada corporation ("TSEI" or "Texas South") with a principal place of business at 4550 Post Oak Place Dr., Suite 300, Houston, Texas 77027 (hereinafter GSEI and TSEI shall collectively be referred to as "Companies") and Delek GOM Investments, LLC, a Delaware limited liability company ("Delek") with a registered office address c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. GSEI, TSEI and Delek are sometimes referred to herein collectively as the "Parties", and each individually as "Party".

PARTICIPATION AGREEMENT BY AND AMONG ECLIPSE RESOURCES I, LP, ECLIPSE RESOURCES-OHIO, LLC, and SEG-ECR LLC Dated DECEMBER 22, 2017 (December 28th, 2017)

THIS PARTICIPATION AGREEMENT (the Agreement) is made this 22nd day of December, 2017 (the Execution Date), by and among Eclipse Resources I, LP, a Delaware limited partnership (Eclipse I), Eclipse Resources-Ohio, LLC, a Delaware limited liability company (Eclipse Ohio and together with Eclipse I, Eclipse), and SEG-ECR LLC, a Delaware limited liability company (Sequel). Eclipse and Sequel are sometimes referred to herein together as the Parties, and individually as a Party.

Change in Control and Severance Benefit Plan Participation Agreement (December 4th, 2017)
Greenwich Biosciences, Inc. Change in Control and Severance Benefit Plan Participation Agreement (December 4th, 2017)
Greenwich Biosciences, Inc. Change in Control and Severance Benefit Plan Participation Agreement (December 4th, 2017)
Greenwich Biosciences, Inc. Change in Control and Severance Benefit Plan Participation Agreement (December 4th, 2017)
Participation Agreement (November 28th, 2017)

This PARTICIPATION AGREEMENT ([REG. NO.]), dated as of , 20 2, is made by and among SPIRIT AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the Company), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, WTNA), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the Subordination Agent) under the Intercreditor Agreement, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as loan

Oglethorpe Power Corporation – 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 (November 13th, 2017)

This 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 as of November 2, 2017 (this Agreement and 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 municipality in the State of Georgia

LSC Communications, Inc. – LSC Communications US, LLC. Participation Agreement (November 2nd, 2017)

LSC Communications, Inc. (the "Company") is pleased to inform you that you have been selected as a participant in the Company's 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.

First Northern Comm Banc – First Northern Bank Executive Retirement/Retention Participation Agreement for Jeremiah Z. Smith (November 1st, 2017)

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 Jeremiah Z. Smith (the "Executive").

First Northern Comm Banc – First Northern Bank Executive Retirement/Retention Participation Agreement for Joe Danelson (November 1st, 2017)

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 Joe Danelson (the "Executive").

HON INDUSTRIES Inc. – PARTICIPATION AGREEMENT 2017 Equity Plan for Non-Employee Directors of HNI Corporation This Participation Agreement (This "Agreement") Between _________________________ (Print Name) ("Director") and HNI Corporation (The "Corporation") Is for the Period Commencing ________________ and Ending December 31, ____, and Is Subject to All of the Terms and Conditions of the 2017 Equity Plan for Non-Employee Directors of HNI Corporation (The "Plan") and Any Successor Plan. I Elect to Receive ________% of My Director Cash Compensation Paid in the Form of HNI Common Stock in Accordance With the Terms of t (October 31st, 2017)
Participation Agreement (September 25th, 2017)

This Participation Agreement (this Agreement) is made and entered into as of September 20, 2017 by and between FS SPECIAL OPPORTUNITIES I, L.P., a Minnesota limited partnership (Principal), and PRO-DEX, INC., a Colorado corporation (Participant).

Loan Origination and Participation Agreement (July 14th, 2017)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT ("Second Amendment") is made and entered into as of this 22nd day of March, 2016, by and between AgStar Financial Services, PCA, d/b/a ProPartners Financial ("ProPartners"), and CHS Capital, LLC, formerly known as Cofina Financial, LLC ("CHS").

Loan Origination and Participation Agreement (July 14th, 2017)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT ("Third Amendment") is made and entered into as of this 20th day of May, 2016, by and between AgStar Financial Services, PCA, d/b/a ProPartners Financial ("ProPartners"), and CHS Capital, LLC, formerly known as Cofina Financial, LLC ("CHS").

Loan Origination and Participation Agreement (July 14th, 2017)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN ORIGINATION AND PARTICIPATION AGREEMENT ("Fourth Amendment") is made and entered into as of this 7th day of April, 2017, by and between AgStar Financial Services, PCA, d/b/a ProPartners Financial ("ProPartners"), and CHS Capital, LLC, formerly known as Cofina Financial, LLC ("CHS").

Dorchester Minerals L.P. – Participation Agreement (July 5th, 2017)

THIS CONTRIBUTION, EXCHANGE AND PURCHASE AGREEMENT (Agreement) is executed as of June 28, 2017 by and between Dorchester Minerals, L.P., a Delaware limited partnership (the Partnership), and DSD Royalty, LLC, a Texas limited liability company (the Contributor).

Participation Agreement (June 22nd, 2017)

This PARTICIPATION AGREEMENT (this "Agreement"), effective as of June 16, 2017 (the "Effective Date"), is between CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P., a Delaware limited partnership, as administrative agent and collateral agent (in such capacity, the "Administrative Agent"), the Lenders (as hereinafter defined), WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, a Delaware limited partnership ("SCV I"), WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., a Delaware limited partnership ("SCV") and WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., a Cayman Islands company ("SCVOF"; each of SCV I, SCV and SCVOF, a "Participant" and collectively, the "Participants").

Participation Agreement to the Severance and Change in Control Plan (June 6th, 2017)

This Participation Agreement by and between [ ] (the Executive) incorporates by reference and is governed by the Severance and Change in Control Plan and DexCom, Inc., a Delaware corporation (the Company). The Executive hereby consents to the terms and conditions of the Severance and Change in Control Plan and the following additional terms.

Imperial Holdings – Exchange Participation Agreement (May 15th, 2017)

This Exchange Participation Agreement, dated as of April 7, 2017 (this "Agreement"), is by and among Emergent Capital, Inc., a Florida corporation ("Emergent"), and the holders of Senior Notes (as such term is defined below) party to this Agreement (the "Consenting Senior Note Holders"). Capitalized terms used but not defined herein shall have the meanings specified in the Indenture (defined below).

Energy Focus, Inc. – Energy Focus, Inc. Change in Control Benefit Plan Participation Agreement (May 4th, 2017)
HomeTown Bankshares Corp – Hometown Bank Participation Agreement (March 30th, 2017)

THIS AGREEMENT is entered into by and between the undersigned Vance W. Adkins (the "Participant") and HomeTown Bank (the "Plan Sponsor"). The Plan Sponsor and Participant hereby agree, for good and valuable consideration, the value of which is hereby acknowledged, that Participant shall become a Participant in the Supplemental Executive Retirement Plan (the "Plan") with an effective date of October 1, 2013 and as the same may hereafter be modified or amended. The Participant does hereby acknowledge that he has been provided with a copy of the Plan as currently in effect and agrees to the terms and conditions thereof. In consideration of his designation as a Participant, the undersigned hereby agrees to the following terms and conditions:

Sentio Healthcare Properties Inc – Participation Agreement (March 17th, 2017)

This Participation Agreement (the "Agreement"), dated as of August 31, 2016 (the "Effective Date"), is made by and among RED CAPITAL PARTNERS, LLC, an Ohio limited liability company ("RCP"), SENTIO GEORGETOWN, LLC, a Delaware limited liability company ("Sentio"), and SENTIO GEORGETOWN TRS, LLC, a Delaware limited liability company ("Sentio TRS").

PARTICIPATION AGREEMENT Dated as of March 3, 2017 Among OLD SAW MILL HOLDINGS LLC, as Lessee, BA LEASING BSC, LLC, as Lessor, BANK OF AMERICA, N.A., Not in Its Individual Capacity, Except as Expressly Stated Herein, but Solely as Administrative Agent, (March 9th, 2017)

THIS PARTICIPATION AGREEMENT (this Participation Agreement), dated as of March 3, 2017, is entered into by and among OLD SAW MILL HOLDINGS LLC, a New York limited liability company, as Lessee (together with its successors and permitted assigns, in its capacity as Lessee, the Lessee); BA LEASING BSC, LLC, a Delaware limited liability company, as Lessor (together with its successors and permitted assigns, in its capacity as Lessor, the Lessor); BANK OF AMERICA, N.A., not in its individual capacity, except as expressly stated herein, but solely as Administrative Agent (together with its successors and permitted assigns, in its capacity as Administrative Agent, the Administrative Agent), and the financial institutions listed on Schedule II hereto as Lenders (together with their permitted successors and assigns, each as a Lender under the Loan Agreement, a Lender, and collectively, the Lenders).

Amended and Restated Change of Control and Involuntary Termination Protection Policy Participation Agreement (February 27th, 2017)

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.

Schedule a Participation Agreement Schedule B Election Notice Schedule C Redemption Notice Special Appendix Special Provisions Applicable to Directors Subject to Section 409A of the United States Internal Revenue Code (February 27th, 2017)
Mge Energy Inc. – Participation Agreement (February 24th, 2017)

The Company has designated the undersigned employee as a Participant in the above Plan. In consideration of his or her designation as a Participant, the undersigned employee hereby agrees and acknowledges as follows:

Siclone Industries – Next Generation ACO Model Participation Agreement (January 20th, 2017)

I. Agreement Term and Renewal 6 II. Definitions 7 III. ACO Composition 12 A. ACO Legal Entity 12 B. ACO Governance 12 1. General 12 2. Composition and Control of the Governing Body 13 3. Conflict of Interest 14 C. ACO Leadership and Management 14 D. ACO Financial Arrangements 14 IV. Next Generation Participants and Preferred Providers 17 A. General 17 B. Initial Next Generation Participant List 17 C. Initial Preferred Provider List 18 D. Updating Lists During the Performance Year 19

DE Acquisition 6, Inc. – Participation Agreement (January 18th, 2017)

FISION Corporation, a Delaware corporation, (the "Company") is offering for its own account a total of Six Million (6,000,000) shares of its common stock ("Common Stock") in a public offering as more particularly described in the Prospectus of the Company enclosed herewith (the "Prospectus"). These common shares are being offered at $0.50 per share on a "best-efforts" basis both through officers and directors of the Company as well as through selected registered broker-dealers who are members of the Financial Industry Regulatory Authority ("FINRA"). This offering has been filed with the Securities and Exchange Commission ("SEC") pursuant to a Registration Statement on Form S-1 under File No. 333-214341.

Executive Officers of the Scotts Miracle-Gro Company Who Are Parties to Form of Tier 1 Participation Agreement Under the Scotts Company LLC Executive Severance Plan (November 28th, 2016)
Hill International, Inc. 2016 Executive Retention Plan Retention Plan Participation Agreement (November 9th, 2016)

THIS RETENTION PLAN PARTICIPATION AGREEMENT (the Agreement) made as of this day of , , by and between Hill International, Inc. (the Company) and (the Participant), sets forth the terms of the Participants Severance Benefit as provided under the Hill International, Inc. 2016 Executive Retention (the Plan). For the purpose of this Agreement, all capitalized terms in this Agreement shall have the definition ascribed to them in the Plan.

Participation Agreement (November 3rd, 2016)

As a condition to, and in consideration of, your participation in the Federal Agricultural Mortgage Corporation Amended and Restated Executive Officer Severance Plan (effective as of November 3, 2016) (the "Plan"), you hereby agree to the following:

Schweitzer-Mauduit International, Inc. – Schweitzer-Mauduit International, Inc. 2016 Executive Severance Plan Participation Agreement (November 2nd, 2016)

This Participation Agreement ("Agreement") is between Schweitzer-Mauduit International, Inc. (the "Company") and [INSERT NAME] (the "Participant").

Amendment to Executive Participation Agreement (November 2nd, 2016)

WHEREAS, Dynegy Inc. (the "Company") sponsors the Dynegy Inc. Severance Pay Plan, as amended and restated effective October 28, 2015 (the "Plan") to provide severance benefits to its employees; and