ContractWarrant Agreement • November 20th, 2015 • Turtle Beach Corp • Communications equipment, nec • New York
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SUBORDINATION AGREEMENTSubordination Agreement • November 20th, 2015 • Turtle Beach Corp • Communications equipment, nec • New York
SUBORDINATION AGREEMENT (this “Agreement”), dated as of November 16, 2015, among (a) BANK OF AMERICA, N.A., in its capacity as agent (in such capacity, the “ABL Agent”) for the ABL Secured Parties referred to below, (b) CRYSTAL FINANCIAL LLC, in its capacity as agent (in such capacity, the “Term Agent”; and, together with the ABL Agent, collectively, the “Senior Agents,” and, individually, a “Senior Agent”) for the Term Loan Secured Parties referred to below, (c) SG VTB HOLDINGS, LLC (in its capacity as the holder of the Subordinated Debt (as defined below), together with any successors and/or assigns, the “Junior Creditor”), and (d) (i) TURTLE BEACH CORPORATION, a Nevada corporation (the “Parent”), (ii) VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parent, individually, a “US Borrower,” and individually and collectively, jointly and severally, the “US Borrowers”), (iii) TURTLE BEACH EUROPE LIMITED, a company limited by shares and incorporated in Engl
ContractThird Lien Security Agreement • November 20th, 2015 • Turtle Beach Corp • Communications equipment, nec • New York
THIS AGREEMENT, THE INDEBTEDNESS (AS HEREINAFTER DEFINED), ALL OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY LIENS SECURING SUCH INDEBTEDNESS OR OBLIGATIONS ARE SUBJECT TO THE SUBORDINATION AGREEMENT (AS DEFINED BELOW).
ContractGuaranty • November 20th, 2015 • Turtle Beach Corp • Communications equipment, nec • New York
THIS GUARANTY, THE INDEBTEDNESS (AS HEREINAFTER DEFINED) GUARANTEED HEREUNDER, ALL OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY LIENS SECURING SUCH INDEBTEDNESS OR OBLIGATIONS ARE SUBJECT TO THE SUBORDINATION AGREEMENT (AS DEFINED BELOW).
