SECOND SUPPLEMENTAL AGREEMENTSecond Supplemental Agreement • April 6th, 2021 • Acacia Research Corp • Patent owners & lessors • New York
THIS SECOND SUPPLEMENTAL AGREEMENT, dated as of March 31, 2021 (this “Agreement”), 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”), certain other direct and indirect Subsidiaries of the Company, 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 (each as defined in the Securities Purchase Agreement (as defined below)) (the “Starboard Funds”) and Starboard Value Intermediate Fund LP, in its capacity as the Collateral Agent (the “Collateral Agent”).
