A and R Agreement

This Agreement, together with the Exchange Agreement, the Tax Claims Agreement and the Registration Rights Agreement, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements or understandings between them with respect to the subject matter of this Agreement (including the Third A&R Operating Agreement) and may not be modified or supplemented in any manner other than as set forth herein. become. At the time of its entry into force, the A&R enterprise contract is the limited liability partnership agreement of the surviving company. Annex A to the A&R Agreement is replaced in its entirety by Annex A to this amendment. The representations and warranties contained in Section 3.02(a) of the Second A&R Agreement are reproduced by WGL, Vega and Vega Carryco and incorporated herein, with all references to the Second A&R Agreement contained herein referring instead to such modification. This website is protected by reCAPTCHA and Google`s privacy policy and terms of use apply. As a managing member of AST, NPA has the option of redeeming the common shares of AST either for Class A common shares or in cash pursuant to the A&R Operating Agreement (the „Cash Settlement“). Notwithstanding any other provision of this Agreement (including Section 13.1), in the event that the IPO is not completed by the date of 15 business days after the date of this Agreement, this Agreement will be automatically amended on that date and returned in its entirety to the Third A&R Operating Agreement and, in the event of such automatic modification and reformulation of this Agreement. this Agreement shall have no force or effect. Except as modified or supplemented herein, the terms of the A&R Agreement shall remain in full force and effect. PeCO`s $225 million deal with Bank of Tokyo is excluded.

The e-mail address cannot be subscribed. Please try again. The other proposed clarifications and amendments improve readability and ensure that the Sixth Corporate Agreement and the L&A Governance Manual are clear and up-to-date, including by removing outdated provisions, incorporating previous amendments or other general clarifications and improvements that would further ensure that those affected are fulfilling their responsibilities under the documents. Nothing else in the A&R Agreement is affected by this Amendment No. 1. Learn more about FindLaw`s newsletters, including our Terms of Service and Privacy Policy. .