STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 7th, 2020 • Acacia Research Corp • Patent owners & lessors • New York
This STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of June 30, 2020, Acacia Research Group LLC, a Delaware limited liability company, Advanced Skeletal Innovations LLC, a Texas limited liability company and Saint Lawrence Communications LLC, a Texas limited liability company (the foregoing entities together with each other Person that executes a joinder and becomes a “Grantor” hereunder, each a “Pledgor” and, collectively, the “Pledgors”), in favor of Starboard Value Intermediate Fund LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Holders.
EXCHANGE AGREEMENTExchange Agreement • July 7th, 2020 • Acacia Research Corp • Patent owners & lessors • New York
This Exchange Agreement dated as of June 30, 2020 (this “Agreement”), is made by and between Acacia Research Corporation, a Delaware corporation (the “Company”), Merton Acquisition HoldCo LLC, a Delaware limited liability company and wholly-owned Subsidiary of the Company (“Merton”) and Starboard Value LP (the “Designee”) on behalf of itself and on behalf of the funds and accounts under its management that as of the date hereof hold, or that will after the date hereof hold, Preferred Shares, Series A Warrants, Series B Warrants and/or Notes (collectively, the “Starboard Funds”).
ContractGuaranty • July 7th, 2020 • Acacia Research Corp • Patent owners & lessors • New York
GUARANTY (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Guaranty"), dated as of June 30, 2020, made by each of the undersigned (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder, each a "Guarantor", and collectively, the "Guarantors"), in favor of the Holders.
RELEASE OF SECURITY INTEREST IN PATENTSRelease of Security Interest in Patents • July 7th, 2020 • Acacia Research Corp • Patent owners & lessors
WHEREAS, pursuant to that certain Patent Security Agreement (the “Patent Security Agreement”), dated as of June 4, 2020, and recorded in the United States Patent and Trademark Office at Reel 052853, Frame 0153, each Grantor on the signature pages hereto (each a "Releasee" and, together, the "Releasees") granted to Starboard Value Intermediate Fund LP ("Releasor"), as Collateral Agent for itself and various other financial institutions, a security interest in all right, title and interest of Releasee in and to the patents and patent applications listed on Schedule A attached hereto (the "Patents"); and
