UNDERWRITING AGREEMENT THE CONTAINER STORE GROUP, INC. [·] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 21st, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
CREDIT AGREEMENT Dated as of April 6, 2012 among THE CONTAINER STORE, INC., as Borrower, THE GUARANTORS PARTY HERETO JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent,...Credit Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent, J.P. MORGAN SECURITIES LLC and WELLS FARGO CAPITAL FINANCE, LLC, as Joint Lead Arrangers, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ · ], 2013 by and between The Container Store Group, Inc., a Delaware corporation (the “Company”), and [ · ] (“Indemnitee”).
AMENDMENT No. 7, dated as of November 25, 2020 (this “Amendment”), to the Credit Agreement dated as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party thereto, the several banks and other...Credit Agreement • February 3rd, 2021 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This CREDIT AGREEMENT is entered into as of April 6, 2012 (and as amended by Amendment No. 1 on April 8, 2013, as amended by Amendment No. 2 on November 27, 2013, as amended by Amendment No. 3 on May 20, 2016, as amended by Amendment No. 4 on August 18, 2017, as amended by Amendment No. 5 on September 14, 2018, as amended by Amendment No. 6 on October 8, 2018 and as further amended by Amendment No. 7 on November 25, 2020, collectively, the “Agreement”), among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent.
Sixth AMENDED AND RESTATED Employment AgreementEmployment Agreement • October 21st, 2020 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Texas
This Sixth Amended and Restated Employment Agreement (the “Agreement”) is entered into on and effective as of October 20, 2020 (the “Effective Date”), by and between Melissa Reiff (the “Executive”) and The Container Store Group, Inc. (formerly known as TCS Holdings, Inc.), a Delaware corporation (“Parent”), and any of its subsidiaries and affiliates as may employ the Executive from time to time (collectively, and together with any successor thereto, the “Company”).
ContractEmployment Agreement • May 28th, 2024 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
AMENDMENT NO. 5, dated as of November 25, 2020 (this “Amendment”), to the Credit Agreement dated as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party thereto, the several banks and other...Credit Agreement • February 3rd, 2021 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A. and WELLS FARGO CAPITAL FINANCE, LLC, as Joint Lead Arrangers, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent.
INTERCREDITOR AGREEMENT by and between JPMORGAN CHASE BANK, N.A. as ABL Agent, and JPMORGAN CHASE BANK, N.A. as Term Agent Dated as of April 6, 2012Intercreditor Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of April 6, 2012 between JPMORGAN CHASE BANK, N.A., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) for the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Credit Agreement Lenders” and, together with affiliates thereof and certain other specified hedging parties, in their capacities as ABL Bank Products Affiliates or ABL Hedging Affiliates (in each case, as hereinafter defined), the “ABL Lenders”) and JPMORGAN CHASE BANK, N.A., in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Term Agent”) for the financial
AMENDMENT No. 5, dated as of September 14, 2018 (this “Amendment”), to the Credit Agreement dated as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party thereto, the several banks and other...Credit Agreement • September 17th, 2018 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 6, 2012 (and as amended by Amendment No. 1 on April 8, 2013, as amended by Amendment No. 2 on November 27, 2013, as amended by Amendment No. 3 on May 20, 2016, as amended by Amendment No. 4 on August 18, 2017, and as further amended by Amendment No. 45 on August 18, 2017September 14, 2018), among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2014 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This Employment Agreement (the “Agreement”) is entered into on July 28, 2014, and effective as of September 1, 2014 (the “Effective Date”), by and between Peter Lodwick (the “Executive”) and The Container Store Group, Inc., a Delaware corporation (“Parent”), and any of its subsidiaries and affiliates as may employ the Executive from time to time (collectively, and together with any successor thereto, the “Company”).
The Container Store Group, Inc. and Equiniti Trust Company, LLC as Rights Agent Rights Agreement Dated as of October 8, 2024 RIGHTS AGREEMENTRights Agreement • October 9th, 2024 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
The Agreement provides that until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), new Common Stock certificates issued after the close of business on the Record Date upon transfer or new issuance of the Common Stock will contain a notation incorporating the Agreement by reference, and the Company will deliver a notice to that effect upon the transfer or new issuance of book entry shares. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the surrender for transfer of any certificates for Common Stock or any book entry shares, with or without such notation, notice or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or th
VOTING AGREEMENTVoting Agreement • January 10th, 2014 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
THIS VOTING AGREEMENT, dated as of November 6, 2013, is entered into by and among (i) the individuals listed on Schedule 1 attached hereto (collectively, the “Management Stockholders”) and (ii) the entities listed on Schedule 2 attached hereto (collectively, the “LGP Stockholders” and, together with the Management Stockholders, the “Principal Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • January 10th, 2014 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This Amended and Restated Stockholders Agreement (this “Agreement”), is entered into as of November 6, 2013, by and among The Container Store Group, Inc., formerly known as TCS Holdings, Inc. (the “Company”), Green Equity Investors V, L.P., a Delaware limited partnership (“GEI”), Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side”), TCS Co-Invest, LLC, a Delaware limited liability company (“LLC”, and together with GEI, GEI Side and any transferee controlled directly or indirectly by Leonard Green & Partners, L.P. or any of its Affiliates, each, a “GEI Party” and together, the “GEI Parties”), the persons set forth on Schedule A attached hereto (the “Select Roll-Over Investors”), any employees of the Company and/or any subsidiary of the Company (each, an “Employee Holder” and together, the “Employee Holders”) who were parties to the Original Agreement (as defined below) or shall be granted options to acquire shares of the common stock of the Company, par value
ContractCredit Agreement • May 30th, 2019 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
AMENDMENT No. 6, dated as of October 8, 2018 (this “Amendment”), to the Credit Agreement dated as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), and the other parties thereto (as amended by Amendment No. 1 dated as of April 8, 2013, as amended by Amendment No. 2 dated as of November 27, 2013, as amended by Amendment No. 3 dated as of May 20, 2016, and as further amended by Amendment No. 4 dated as of August 18, 2017, Amendment No. 5, dated as of September 14, 2018, and as further amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SEK 312,500,000 REVOLVING CREDIT AND TERM LOAN FACILITY AGREEMENT between ELFA INTERNATIONAL AB as Borrower and TJUSTBYGDENS SPARBANK AB as Bank dated April 27th, 2009Revolving Credit and Term Loan Facility Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Stockholm
Tjustbygdens Sparbank AB, org no. 516401-0224, hereinafter referred to as the “Bank”, and Elfa International AB, org no. 556516-2012, hereinafter referred to as the “Borrower”, have this day due to the executed down-stream merger between the Borrower (surviving entity) and Elfa Group AB, org no. 556568-8875, agreed to replace the Loan Agreement dated August 13th 2007. Thus the Bank and the Borrower have this day entered into the following
STOCKHOLDERS AGREEMENTStockholders Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
Stockholders Agreement (this “Agreement”), dated as of August 16, 2007, by and among TCS Holdings, Inc. (the “Company”), Green Equity Investors V, L.P., a Delaware limited partnership (“GEI”), Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side”), TCS Co-Invest, LLC, a Delaware limited liability company (“LLC”, and together with GEI, GEI Side and any transferee controlled directly or indirectly by Leonard Green & Partners, L.P. or any of its Affiliates, each, a “GEI Party” and together, the “GEI Parties”), the persons set forth on Schedule A attached hereto (the “Select Roll-Over Investors”), any employees of the Company and/or any subsidiary of the Company (each, an “Employee Holder” and together, the “Employee Holders”) who have purchased on the date hereof or have been or shall be granted options to acquire shares of the common stock of the Company, par value $0.01 per share (“Common Stock”) and shall become party hereto by the execution of this Agreement
NON-QUALIFIED STOCK OPTION AGREEMENT OF TCS HOLDINGS, INC.Non-Qualified Stock Option Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [ ], 2012 (the “Grant Date”) by and between TCS Holdings, Inc., a Delaware corporation (the “Company”) and [ ], an employee of the Company or one of its Affiliates (hereinafter referred to as the “Optionee”).
OFFICE, WAREHOUSE AND DISTRIBUTION CENTER LEASE AGREEMENTLease Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Texas
THIS OFFICE, WAREHOUSE AND DISTRIBUTION CENTER LEASE AGREEMENT (this “Lease”) is executed this 8th day of October, 2002, by and between TEXAS DUGAN LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and THE CONTAINER STORE, INC., a Texas corporation (“Tenant”).
TERM FACILITY PLEDGE AGREEMENTTerm Facility Pledge Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
WHEREAS, reference is made to that certain Credit Agreement (the “Credit Agreement”), dated as of April 6th, 2012 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among, among others, (i) the Borrower, (ii) the Guarantors (iii) JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties, (iv) the Collateral Agent for its own benefit and the benefit of the other Credit Parties and (v) the lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), among others; and
ABL FACILITY PLEDGE AGREEMENTAbl Facility Pledge Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
WHEREAS, reference is made to that certain Credit Agreement (the “Credit Agreement”), dated as of April 6, 2012 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among, among others, (i) the Borrower, (ii) the Guarantors (iii) JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties, (iv) the Collateral Agent for its own benefit and the benefit of the other Credit Parties and (v) the lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), among others; and
ContractCredit Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
AMENDMENT No. 1, dated as of April 8, 2013 (this “Amendment”), to the Credit Agreement dated as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent, and the other parties thereto (as 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, as amended hereby.
Amendment AgreementMaster Credit Agreement • May 26th, 2023 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores
AMENDMENT No. 2, dated as of November 27, 2013 (this “Amendment”), to the Credit Agreement dated as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party thereto, the several banks and other...Credit Agreement • November 27th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 6, 2012 (andas amended by Amendment No. 1 on April 8, 2013 and as further amended by Amendment No. 2 on November 27, 2013), among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent.
ContractCredit Agreement • October 9th, 2015 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
AMENDMENT No. 2, dated as of October 8, 2015 (this “Amendment”), to the Credit Agreement dated as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent, and the other parties thereto (as 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, as amended hereby.
Employment AgreementEmployment Agreement • July 28th, 2020 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This Employment Agreement (the “Agreement”) is entered into on and effective as of August 31, 2020 (the “Effective Date”), by and between Jeffrey A. Miller (the “Executive”) and The Container Store Group, Inc., a Delaware corporation (“Parent”), and any of its subsidiaries and affiliates as may employ the Executive from time to time (collectively, and together with any successor thereto, the “Company”).
AMENDMENT NO. 6, dated as of May 22, 2023 (this “Amendment”), by and among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the...Credit Agreement • May 26th, 2023 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A. and WELLS FARGO CAPITAL
SEVENTH AMENDMENT TO LEASELease • February 6th, 2024 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores
THIS SEVENTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of 01 February 2024 (the “Effective Date”), by and between DUKE SECURED FINANCING 2009 - 1ALZ, LLC, a Delaware limited liability company (as successor-in-interest to Duke Realty Limited Partnership, an Indiana limited partnership, as successor-in-interest to Texas Dugan Limited Partnership, a Delaware limited partnership) (“Landlord”) and THE CONTAINER STORE, INC., a Texas corporation (“Tenant”).
MASTER CREDIT AGREEMENTMaster Credit Agreement • May 30th, 2019 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Stockholm
The Bank has offered, subject to certain terms and conditions, the Borrower to contribute to the financing of the Borrower’s operation by making available to the Borrower facilities for general corporate purposes;
MASTER CREDIT AGREEMENT between Elfa International AB and Nordea Bank AB (publ) Dated 1 April, 2014Master Credit Agreement • July 11th, 2014 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Stockholm
The Bank has offered, subject to certain terms and conditions, the Borrower to contribute to the financing of the Borrower’s operation by making available to the Borrower facilities for general corporate purposes;
ASSUMPTION AGREEMENTAssumption Agreement • May 28th, 2014 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
THIS ASSUMPTION AGREEMENT (this “Agreement”) is made as of this 2nd day of April, 2014, by and between Container Store Group, Inc., a Delaware corporation (the “Company” and formerly known as TCS Holdings, Inc.) and William A. Tindell III (“Tindell”) and Rufus Tindell LLC, a Texas limited liability company, the sole Manager of which is Tindell (said LLC being hereinafter referred to as “Rufus LLC”).
TERMINATION OF VOTING AGREEMENT May 6, 2016Termination of Voting Agreement • May 10th, 2016 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores
WHEREAS, the undersigned are parties to that certain Voting Agreement; dated as of November 6, 2013 (the "Voting Agreement") that sets forth their agreement with respect to the voting for members of the board of directors of The Container Store Group, Inc., a corporation organized under the laws of Delaware (the "Company");
INDEMNIFICATION AND HOLD HARMLESS AGREEMENTIndemnification and Hold Harmless Agreement • September 30th, 2013 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • Delaware
THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (this “Agreement”) is made as of June 13, 2012, by and between TCS Holdings, Inc., a Delaware corporation (the “Company”), and William A. Tindell III (“Tindell”).
ContractCredit Agreement • August 10th, 2016 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores • New York
AMENDMENT No. 3, dated as of May 20, 2016 (this “Amendment”), to the Credit Agreement dated as of April 6, 2012, among THE CONTAINER STORE, INC., a Texas corporation (the “Borrower”), the Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), and the other parties thereto (as 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.
March 26, 2020 Re:Acceptance of Temporary Compensation Reduction Dear Ms. Reiff:Employment Agreement • June 17th, 2020 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores
The Container Store Group, Inc. (the “Container Store”) is facing business and financial challenges in light of the current global crisis. As we all wish to provide the Container Store the opportunity to extend its available resources, you have agreed to a reduction in your compensation as set forth in your Fifth Amended and Restated Employment Agreement, dated November 5, 2019, (the “Employment Agreement”). Accordingly, effective on March 30, 2020, you have agreed to the following:
Amendment No. 1 TO RIGHTS AGREEMENTRights Agreement • October 15th, 2024 • Container Store Group, Inc. • Retail-home furniture, furnishings & equipment stores
THIS Amendment No. 1 (the “Amendment No. 1”), dated as of October 15, 2024, to the Rights Agreement (as amended or modified from time to time, the “Rights Agreement”), dated October 8, 2024, between The Container Store Group, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Rights Agent”), is being executed at the direction of the Company and shall be effective immediately prior to the Company’s entry into that certain Securities Purchase Agreement (as it may be amended or modified from time to time, the “Securities Purchase Agreement”) to be entered into by and between the Company and Beyond, Inc., a Delaware corporation; provided, however, if the Securities Purchase Agreement is not executed as of the date herewith, this Amendment No. 1 shall terminate, in either such case, immediately (without any further action or notice required), and shall be of no further force and effect. Capitalized terms used in this Amendment No. 1 and not otherwise defined
