BIG 5 SPORTING GOODS Corp Sample Contracts

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R E C I T A L S
Termination Agreement • June 5th, 2002 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
LEASE between
Lease • August 6th, 2004 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
June __, 2002
Indemnification Agreement • June 24th, 2002 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores

This letter agreement sets forth our understanding regarding indemnification obligations in the event of any registration under the Securities Act of 1933, as amended (the "Act") of any shares of common stock, par value $0.01 per share (the "Common Stock"), of Big 5 Sporting Goods Corporation (the "Company") that you own in connection with an underwritten public offering.

COMMON STOCK
Underwriting Agreement • November 19th, 2003 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • New York
COMMON STOCK
Underwriting Agreement • June 24th, 2002 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • New York
R E C I T A L S
Employment Agreement • June 5th, 2002 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
EXHIBIT 10.1 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF JUNE __, 2002
Stockholders Agreement • June 5th, 2002 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • Delaware
LEASE
Lease • August 6th, 2004 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
RECITALS
Financing Agreement • March 12th, 2004 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
TO FIRST TRUST NATIONAL ASSOCIATION as Trustee Indenture
Indenture • August 21st, 2001 • Big 5 Holdings Corp • New York
JOINDER AGREEMENT
Joinder Agreement • March 12th, 2004 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
RECITALS
Agreement and Release • March 31st, 2003 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores
Execution Version SECOND AMENDED AND RESTATED FINANCING AGREEMENT The CIT Group/Business Credit, Inc. (as Agent and as Lender),
Financing Agreement • December 21st, 2004 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
EXHIBIT 10.9 FINANCING AGREEMENT The CIT Group/Business Credit, Inc. (as Agent and as Lender)
Financing Agreement • March 31st, 2003 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
EXHIBIT 10.26 AMENDED AND RESTATED FINANCING AGREEMENT THE CIT GROUP/BUSINESS CREDIT, INC. (AS AGENT AND AS LENDER),
Financing Agreement • March 31st, 2003 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
GUARANTY
Guaranty • November 3rd, 2010 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • New York

WHEREAS, reference is made to that certain Credit Agreement, dated as of October 18, 2010 (as amended, modified, supplemented or restated hereafter, the “Credit Agreement”), by and among, among others, (i) Big 5 Corp. (the “Lead Borrower”), (ii) the other Borrowers party thereto, (iii) the Administrative Agent, (iv) the Collateral Agent, and (v) the Lenders party thereto (the “Lenders”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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RECITALS:
Co-Obligor Agreement • December 21st, 2004 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
AMENDMENT TO SETTLEMENT AGREEMENT
Settlement Agreement • March 7th, 2016 • BIG 5 SPORTING GOODS Corp • Retail-miscellaneous shopping goods stores

This Amendment to the Settlement Agreement (this “Amendment”) dated March 4, 2016, is entered into by and among the persons and entities listed on Schedule A (collectively, the “Stadium Capital Group”, and each, individually, a “member” of the Stadium Capital Group), Big 5 Sporting Goods Corporation (the “Company”), Dominic P. DeMarco, in his individual capacity and as a member of the Stadium Capital Group, and Nicholas Donatiello, Jr., in his individual capacity.

SETTLEMENT AGREEMENT
Settlement Agreement • May 1st, 2015 • BIG 5 SPORTING GOODS Corp • Retail-miscellaneous shopping goods stores • Delaware

This Settlement Agreement (this “Agreement”) dated April 30, 2015, is by and among the persons and entities listed on Schedule A (collectively, the “Stadium Capital Group”, and each, individually, a “member” of the Stadium Capital Group), Big 5 Sporting Goods Corporation (the “Company”), Dominic P. DeMarco, in his individual capacity and as a member of the Stadium Capital Group, and Nicholas Donatiello, Jr., in his individual capacity (each of Mr. DeMarco and Mr. Donatiello being a “Stadium Capital Designee” and, collectively, the “Stadium Capital Designees”).

SECOND AMENDMENT TO SETTLEMENT AGREEMENT
Settlement Agreement • October 11th, 2016 • BIG 5 SPORTING GOODS Corp • Retail-miscellaneous shopping goods stores

This Second Amendment to the Settlement Agreement (this “Amendment”) dated October 10, 2016, is entered into by and among the persons and entities listed on Schedule A (collectively, the “Stadium Capital Group”, and each, individually, a “member” of the Stadium Capital Group), Big 5 Sporting Goods Corporation (the “Company”), Dominic P. DeMarco, in his individual capacity and as a member of the Stadium Capital Group, and Nicholas Donatiello, Jr., in his individual capacity.

INDEPENDENT CONTRACTOR SERVICES AGREEMENT
Independent Contractor Services Agreement • July 13th, 2011 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California

This INDEPENDENT CONTRACTOR SERVICES AGREEMENT (the “Agreement”) is entered into between Thomas J. Schlauch, an individual (“Contractor”), and Big 5 Corp. (the “Company”), effective as of August 1, 2011 (the “Effective Date”).

BIG 5 SPORTING GOODS CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • July 31st, 2019 • BIG 5 SPORTING GOODS Corp • Retail-miscellaneous shopping goods stores • Delaware

THIS STOCK OPTION AGREEMENT (together with the attached grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date of grant set forth on the Grant Notice by and between Big 5 Sporting Goods Corporation, a Delaware corporation (the "Company"), and the individual (the “Optionee”) set forth on the Grant Notice.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 5th, 2017 • BIG 5 SPORTING GOODS Corp • Retail-miscellaneous shopping goods stores • New York

BIG 5 CORP., a Delaware corporation (the “Lead Borrower”), as agent for itself and BIG 5 SERVICES CORP., a Virginia corporation (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”),

SECOND AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • November 2nd, 2022 • BIG 5 SPORTING GOODS Corp • Retail-miscellaneous shopping goods stores

This SECOND AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) dated as of October 19, 2022 (the “Amendment Effective Date”), is entered into by and among BIG 5 SPORTING GOODS CORPORATION, a Delaware corporation (“Parent”), BIG 5 CORP., a Delaware corporation (“Big 5 Corp”), BIG 5 SERVICES CORP., a Virginia corporation (“Big 5 Services”, and together with Big 5 Corp, each a “Borrower” and collectively, the “Borrowers”), Parent and certain of its subsidiaries from time to time joined thereto, as guarantors thereunder (each, a “Guarantor” and collectively, the “Guarantors”), financial institutions party to the Loan Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”), with reference to the following facts:

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 20th, 2013 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • New York

BIG 5 CORP., a Delaware corporation (the “Lead Borrower”), as agent for itself and BIG 5 SERVICES CORP., a Virginia corporation (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”),

BIG 5 SPORTING GOODS CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 31st, 2019 • BIG 5 SPORTING GOODS Corp • Retail-miscellaneous shopping goods stores • Delaware

THIS RESTRICTED STOCK AGREEMENT (together with the attached grant notice (the "Grant Notice"), the "Agreement") is made and entered into as of the date of grant set forth on the Grant Notice by and between Big 5 Sporting Goods Corporation, a Delaware corporation (the "Company"), and the individual (the "Grantee") set forth on the Grant Notice.

RECITALS
Indemnification Implementation Agreement • March 31st, 2003 • Big 5 Sporting Goods Corp • Retail-miscellaneous shopping goods stores • California
THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • August 2nd, 2023 • BIG 5 SPORTING GOODS Corp • Retail-miscellaneous shopping goods stores

This THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) dated as of May 16, 2023, is entered into by and among BIG 5 SPORTING GOODS CORPORATION, a Delaware corporation (“Parent”), BIG 5 CORP., a Delaware corporation (“Big 5 Corp”), BIG 5 SERVICES CORP., a Virginia corporation (“Big 5 Services”, and together with Big 5 Corp, each a “Borrower” and collectively, the “Borrowers”), Parent and certain of its subsidiaries from time to time joined thereto, as guarantors thereunder (each, a “Guarantor” and collectively, the “Guarantors”), financial institutions party to the Loan Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”), with reference to the following facts:

FIRST AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • March 2nd, 2022 • BIG 5 SPORTING GOODS Corp • Retail-miscellaneous shopping goods stores

This FIRST AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”) dated as of November 22, 2021, is entered into by and among BIG 5 SPORTING GOODS CORPORATION, a Delaware corporation (“Parent”), BIG 5 CORP., a Delaware corporation (“Big 5 Corp”), BIG 5 SERVICES CORP., a Virginia corporation (“Big 5 Services”, and together with Big 5 Corp, each a “Borrower” and collectively, the “Borrowers”), Parent and certain of its subsidiaries from time to time joined thereto, as guarantors thereunder (each, a “Guarantor” and collectively, the “Guarantors”), financial institutions party to the Loan Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”), with reference to the following facts:

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