acaciaresearch-thirdamen






        WEIL:\98834688\2\11008.0003  THIRD AMENDMENT   TO  SERIES B WARRANT TO PURCHASE COMMON STOCK  This THIRD AMENDMENT TO SERIES B WARRANT TO PURCHASE  COMMON STOCK, dated as of September 30, 2022 (this “Amendment”), is made by and  between Acacia Research Corporation, a Delaware corporation (the “Company”) 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 (each, a “Warrantholder”  and collectively, the “Warrantholders”) the Series B Warrants to purchase common stock  issued by the Company listed on Exhibit A (each, a “Series B Warrant” and collectively,  the “Series B Warrants”).  Capitalized terms used but not specifically defined herein shall  have the meanings ascribed to such terms in the Series B Warrants.  WHEREAS, the Company and the Warrantholders are parties to the Series B  Warrants;  WHEREAS, the Company, the Designee and certain Starboard Funds have entered  into, among others, that certain Securities Purchase Agreement, dated as of November 18,  2019 (the “Securities Purchase Agreement”);  WHEREAS, pursuant to Section 9 of the Series B Warrants, the Series B Warrants  may be amended if the Company has obtained the written consent of the Required Holders  and any amendment by the Company and the Required Holders shall be binding on the  holder of such Series B Warrant and all holders of the other SPA Warrants;   WHEREAS, the Company and the Designee are negotiating a potential exchange  of warrants and other securities held by funds and accounts under the Designee’s  management and previously amended the Cash Exercise Expiration Date (as defined in  each Series B Warrant) pursuant to the Amendment to Series B Warrant to Purchase  Common Stock,  dated August 24, 2022, and the Second Amendment to Series B Warrant  to Purchase Common Stock,  dated September 15, 2022, and wish to further amend the  Cash Exercise Expiration Date (as defined in each Series B Warrant) as described below  until such negotiations have concluded;  WHEREAS, each of the Company and the Designee hereby agree to amend the  Series B Warrants as described below; and  NOW, THEREFORE, in consideration of the foregoing and the representations,  warranties, covenants and agreements herein contained, and for other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties  hereto agree as follows:  1. The Designee hereby represents and warrants to the Company that it  satisfies the definition of “Required Holder” for all purposes under the Series B Warrants.   





 






      WEIL:\98834688\2\11008.0003  2. Effective as of the date hereof, the definition of Cash Exercise Expiration  Date set forth in Section 1(b) of each Series B Warrant is hereby amended as follows:   “Cash Exercise Expiration Date" means (i) as to a Limited Cash Exercise, the  Expiration Date (i.e., November 15, 2027), and (ii) otherwise, October 28,  2022.”  3. Except as expressly modified hereby, all terms, conditions and provisions  of the Series B Warrants will continue in full force and effect.  Each reference in the Series  B Warrants to “this Warrant,” “hereunder,” “hereof,” “herein” or words of similar import  referring to the Series B Warrants shall mean and be a reference to the Series B Warrants  as amended by this Amendment.  All references in the Series B Warrants to “the date  hereof”, “the date of this Warrant” or similar references shall refer to February 25, 2020.  4. Each Series B Warrant, as modified by this Amendment, constitutes the  entire agreement among the parties hereto with respect to the subject matter hereof and  supersedes all other prior agreements and understandings, both written and oral, that may  have been made or entered into by or among any of the parties hereto or any of their  respective affiliates relating to the Series B Warrant.  5. Sections 8 (Notices), 9 (Amendment and Waiver), 10 (Governing Law;  Jurisdiction; Jury Trial), 11 (Construction; Headings), 12 (Dispute Resolution), 13  (Remedies, Other Obligations, Breaches and Injunctive Relief), 14 (Transfer), 15  (Severability), 16 (Disclosure) and 17 (Payment of Collection, Enforcement and Other  Costs) of each Series B Warrant are incorporated by reference herein, mutatis mutandis.   [The remainder of this page is intentionally left blank.]      





 






      WEIL:\98834688\2\11008.0003   IN WITNESS WHEREOF, the parties have duly executed this Amendment as  of the date first above written.    ACACIA RESEARCH CORPORATION        By   Name: Clifford Press  Title:   Chief Executive Officer        STARBOARD VALUE LP        By   Name: Jeffrey Smith  Title: Chief Executive Officer & Chief  Investment Officer                                  [Signature Page to Third Amendment to Series B Warrant to Purchase Common Stock]     





 






      WEIL:\98834688\2\11008.0003  Exhibit A      1. Series B Warrant to Purchase Common Stock issued to Starboard Value and  Opportunity Master Fund Ltd, dated of issuance February 25, 2020, for 54,068,052  shares of common stock (Warrant No. B-10).     2. Series B Warrant to Purchase Common Stock issued to Starboard X Master Fund  Ltd., dated of issuance February 25, 2020, for 7,631,948 shares of common stock  (Warrant No. B-11).     3. Series B Warrant to Purchase Common Stock issued to Starboard Value and  Opportunity S LLC, dated of issuance February 25, 2020, for 10,000,000 shares of  common stock (Warrant No. B-12).     4. Series B Warrant to Purchase Common Stock issued to Starboard Value and  Opportunity C LP, dated of issuance February 25, 2020, for 5,800,000 shares of  common stock (Warrant No. B-13).     5. Series B Warrant to Purchase Common Stock issued to Starboard Value and  Opportunity Master Fund L LP, dated of issuance February 25, 2020, for 5,500,000  shares of common stock (Warrant No. B-14).     6. Series B Warrant to Purchase Common Stock issued to an account managed by  Starboard Value LP, dated of issuance February 25, 2020, for 17,000,000 shares of  common stock (Warrant No. B-15).