RADIUS GLOBAL INFRASTRUCTURE, INC., APW OPCO LLC as Guarantor AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of September 13, 2021 2.50% Convertible Senior Notes due 2026Radius Global Infrastructure, Inc. • September 13th, 2021 • Lessors of real property, nec • New York
INDENTURE dated as of September 13, 2021 among Radius Global Infrastructure, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), APW OpCo LLC, a Delaware limited liability company, as guarantor (the “Guarantor”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
DATE: September [ ], 2021 TO: Radius Global Infrastructure, Inc. [Address] [Address] ATTENTION: [ ] TELEPHONE: [ ] FACSIMILE: [ ] FROM: [Insert Dealer Name] TELEPHONE: [ ] SUBJECT: [Base][Additional] Call Option TransactionRadius Global Infrastructure, Inc. • September 13th, 2021 • Lessors of real property, nec
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Radius Global Infrastructure, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
AWARD AGREEMENT for LONG-TERM INCENTIVE PLAN UNITS AND RESTRICTED STOCKAward Agreement • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • Delaware
THIS AWARD AGREEMENT, dated as of February 10, 2020 (the “Grant Date”), is entered into by and among Landscape Acquisition Holdings Limited (to be known as “Digital Landscape Group, Inc.”), a company organized under the laws of the British Virgin Islands (or any successor thereto, the “Company”), APW OpCo LLC, a Delaware limited liability company (“OpCo”), and Richard Goldstein (the “Member”).
ContractEmployment Agreement • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 10, 2020, by and among William Berkman (“Executive”), APW OpCo LLC, a Delaware limited liability company (“OpCo”), and Landscape Acquisition Holdings Limited (to be known as “Digital Landscape Group, Inc.”) (“PubliCo”), (OpCo and PubliCo being referred to collectively as the “Company”).
DATED 1 MARCH 2023 Second Amendment Agreement to the Up to £250,000,000 Secured and Guaranteed Promissory Certificates due 2028 Subscription Agreement Dated 6 November 2019 between AP WIP Investments Borrower, LLC as Company and AP WIP INVESTMENTS,...Second Amendment Agreement • August 9th, 2023 • Radius Global Infrastructure, Inc. • Lessors of real property, nec
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APW OPCO LLC a Delaware limited liability company Dated as of July 31, 2020Limited Liability Company Agreement • September 11th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (together with the Exhibits and Schedules attached hereto and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), of APW OpCo LLC, a Delaware limited liability company (the “Company”), is entered into effective as of the Effective Time (as defined below), by its Members and Digital Landscape Group, Inc., a company incorporated in the British Virgin Islands with limited liability in accordance with the British Virgin Islands with number 1959763 (together with its successors and permitted assigns, the “Corporation”).
REGISTRATION RIGHTS AGREEMENT by and among DIGITAL LANDSCAPE GROUP, INC., as the Company, CENTERBRIDGE PARTNERS REAL ESTATE FUND, L.P., CENTERBRIDGE PARTNERS REAL ESTATE FUND SBS, L.P., CENTERBRIDGE SPECIAL CREDIT PARTNERS III, L.P., as CB Investors,...Joinder Agreement • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • New York
and any Permitted Transferee (as defined below) that executes a joinder to this Agreement pursuant to Section 3.10(b) after the date of this Agreement.
DATED 16 FEBRUARY 2021 FIRST AMENDMENT AGREEMENT TO THE UP TO £250,000,000 SECURED AND GUARANTEED PROMISSORY CERTIFICATES DUE 2028 SUBSCRIPTION AGREEMENT DATED 6 NOVEMBER 2019First Amendment Agreement • March 30th, 2021 • Radius Global Infrastructure, Inc. • Lessors of real property, nec
UP TO £1,000,000,000 FACILITY AGREEMENT Dated 24 October 2017 for AP WIP INTERNATIONAL HOLDINGS, LLC with TELECOM CREDIT INFRASTRUCTURE DESIGNATED ACTIVITY COMPANY as Original Lender with GOLDMAN SACHS LENDING PARTNERS LLC acting as Agent and GLAS...Agreement • June 12th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec
SECOND AMENDMENT TO DWIP LOAN AND SECURITY AGREEMENTDwip Loan and Security Agreement • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec
This Second Amendment to the DWIP Loan and Security Agreement (this “Amendment”) is entered into as of October 18, 2019 (the “Amendment Date”), by and between AP WIP Holdings, LLC, a Delaware limited liability company (the “Borrower”), certain of its subsidiaries as Asset Companies, Operating Companies signatory hereto, and Holdings Companies, AP Service Company, LLC, a Delaware limited liability company, as Servicer, Midland Loan Services, a division of PNC Bank, National Association, as Backup Servicer (“Backup Servicer”), Guggenheim Credit Services, LLC, a Delaware limited liability company (“Administrative Agent”), as successor agent to Guggenheim Corporate Funding, LLC, acting as administrative agent for the lenders (and such persons that become lenders) (each such lenders, a “Lender” and collectively, the “Lenders”), the Lenders a party hereto, Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the “Collateral Agent”), as calculation agent (in such capac
DATED 15 DECEMBER 2021 SECOND AMENDMENT AGREEMENT TO THE UP TO £1,000,000,000 FACILITY AGREEMENT DATED 24 OCTOBER 2017 AS AMENDED ON 26 AUGUST 2020 between AP WIP INTERNATIONAL HOLDINGS, LLC as Borrower and AP WIP INVESTMENTS, LLC as Parent and AP...Second Amendment Agreement • December 22nd, 2021 • Radius Global Infrastructure, Inc. • Lessors of real property, nec
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 21st, 2023 • Radius Global Infrastructure, Inc. • Lessors of real property, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 21, 2023, among Radius Global Infrastructure, Inc., a Delaware corporation (the “Company”), APW OpCo LLC, a Delaware limited liability company, as guarantor (the “Guarantor” or “OpCo”), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
Dated November 2017 LANDSCAPE ACQUISITION HOLDINGS LIMITED THE DIRECTORS THE FOUNDERS THE FOUNDER ENTITIES THE BANKS PLACING AGREEMENTAdministration Agreement • June 12th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec
DATED 26 AUGUST 2020 FIRST AMENDMENT AGREEMENT TO THE UP TO £1,000,000,000 FACILITY AGREEMENT DATED 24 OCTOBER 2017 between AP WIP INTERNATIONAL HOLDINGS, LLC as Borrower and AP WIP INVESTMENTS, LLC as Parent and AP SERVICE COMPANY, LLC as Servicer...First Amendment Agreement • September 11th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec
FORM OF AWARD AGREEMENT for LONG-TERM INCENTIVE PLAN UNITS AND RESTRICTED STOCKAward Agreement • May 10th, 2022 • Radius Global Infrastructure, Inc. • Lessors of real property, nec • Delaware
THIS AWARD AGREEMENT, dated as of February 25, 2022 (the “Grant Date”), is entered into by and among Radius Global Infrastructure, Inc., a company organized under the laws of Delaware (or any successor thereto, the “Company”), APW OpCo LLC, a Delaware limited liability company (“OpCo”), and [●] (the “Member”).
AGREEMENT AND PLAN OF MERGER By and Among RADIUS GLOBAL INFRASTRUCTURE, INC., APW OPCO LLC, CHORD PARENT, INC., CHORD MERGER SUB I, INC. and CHORD MERGER SUB II, LLC Dated as of March 1, 2023Agreement and Plan of Merger • March 2nd, 2023 • Radius Global Infrastructure, Inc. • Lessors of real property, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 1, 2023 (this “Agreement”), by and among RADIUS GLOBAL INFRASTRUCTURE, INC., a Delaware corporation (the “Company”), APW OPCO LLC, a Delaware limited liability company (“OpCo” and, together with the Company, the “Company Parties”), CHORD PARENT, INC., a Delaware corporation (“Parent”), CHORD MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”) and CHORD MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Merger Sub I (“Merger Sub II” and, together with Parent and Merger Sub I, the “Parent Parties”). All capitalized terms that are used in this Agreement have the respective meanings given to them in Section 8.13.
AGREEMENT REGARDING AGENCY AND AMENDMENT TO LOAN DOCUMENTSLoan Documents • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • New York
This AGREEMENT REGARDING AGENCY AND AMENDMENT TO LOAN DOCUMENTS (“Agreement”), dated as of June 17, 2019, among GUGGENHEIM CREDIT SERVICES, LLC, a Delaware limited liability company (“Successor Agent”), GUGGENHEIM CORPORATE FUNDING, LLC, a Delaware limited liability company (“Resigning Agent”), AP WIP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), certain of its subsidiaries as Asset Companies and Operating Companies (each an “Obligor” and collectively, the “Obligors”), AP WIP DOMESTIC INVESTMENTS III, LLC, a Delaware limited liability company (“Holding Company”), AP SERVICE COMPANY, LLC, a Delaware limited liability company (the “Servicer”), MIDLAND LOAN SERVICES, a division of PNC Bank, National Association, as Backup Servicer (“Backup Servicer”), each of the Lenders party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, “Collateral Agent”), as calculation agent (in such capacity, “Calculation Agent”) and as paying agent (in
AMENDMENT TO DWIP LOAN AND SECURITY AGREEMENTDwip Loan and Security Agreement • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec
This Amendment to the DWIP Loan and Security Agreement (this “Amendment”) is entered into as of October 16, 2018 (the “Amendment Date”), by and between AP WIP Holdings, LLC, a Delaware limited liability company (the “Borrower”), certain of its subsidiaries as Asset Companies, Operating Companies signatory hereto, and Holdings Companies, AP Service Company, LLC, a Delaware limited liability company, as Servicer, Midland Loan Services, a division of PNC Bank, National Association, as Backup Servicer (“Backup Servicer”), Guggenheim Corporate Funding, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (and such persons that become lenders) (each such lenders, a “Lender” and collectively, the “Lenders”), the Lenders a party hereto, Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the “Collateral Agent”), as calculation agent (in such capacity, the “Calculation Agent”) and as paying agent (in such capacity, the “Paying Agen
ContractEmployment Agreement • August 9th, 2023 • Radius Global Infrastructure, Inc. • Lessors of real property, nec • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 17, 2023 (the “Effective Date”), by and among Jay Birnbaum (“Executive”), APW OpCo LLC, a Delaware limited liability company (“OpCo”), and Radius Global Infrastructure, Inc. (“Radius”) (OpCo and Radius being referred to together as the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 12th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • New York
In connection with the proposed business combination (the “Transaction”) between Landscape Acquisition Holdings Limited, a company incorporated with limited liability under the laws of the British Virgin Island (the “Company”), and AP WIP Investments Holdings, L.P., a Delaware limited partnership (“AP Wireless”), pursuant to an Agreement and Plan of Merger proposed to be entered into on or about the date hereof among the Company, AP Wireless and the other parties thereto in the form attached hereto as Exhibit A (as may be amended and/or restated, the “Transaction Agreement”), each of the undersigned (the “Investors”) as further described on the signature pages hereof (together, the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell to each Investor, that number of the Company’s ordinary shares of no par value (the “Ordinary Shares”) set forth on the signature page hereof with respect to each Investor (collectively, the “Shares”) for a
Up to €750,000,000 Secured and Guaranteed Promissory Certificates SUBSCRIPTION AGREEMENT dated 21 December 2021 for AP WIP ArcCo Investments, LLC with The Entities listed in Part I of Schedule 1 acting as Original Holders GLAS USA LLC acting as RegistrarSubscription Agreement • December 22nd, 2021 • Radius Global Infrastructure, Inc. • Lessors of real property, nec
DWIP LOAN AND SECURITY AGREEMENT Between AP WIP HOLDINGS, LLC as Borrower AP SERVICE COMPANY, LLC as Servicer The Lenders party hereto GUGGENHEIM CORPORATE FUNDING, LLC as Administrative Agent for itself and other financial institutions that may from...Dwip Loan and Security Agreement • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • New York
This LOAN AND SECURITY AGREEMENT (this “Loan Agreement”) is dated as of AUGUST 12, 2014, and entered into by and between AP WIP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), certain of its subsidiaries as Asset Companies, Operating Companies signatory hereto, and Holdings Companies, AP SERVICE COMPANY, LLC, a Delaware limited liability company, as Servicer, MIDLAND LOAN SERVICES, a division of PNC Bank, National Association, as Backup Servicer (“Backup Servicer”), GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the financial institutions parties hereto or that may become parties hereto as lenders (each such financial institution, a “Lender” and collectively, the “Lenders”), the Lenders a party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, the “Collateral Agent”), as calculation agent (in such capacity, the “Calculation Agent”) and as paying agent (in such capacit
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • June 12th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec
This amendment (this “Amendment”) is made and entered into on this 7th day of February, 2020, by and between Landscape Acquisition Holdings Limited (the “Company”), Centerbridge Partners Real Estate Fund, L.P. (“CB Real Estate”), Centerbridge Partners Real Estate Fund SBS, L.P. (“CB Real Estate SBS”), and Centerbridge Special Credit Partners III, L.P. (“CB Credit”, and together with CB Real Estate and CB Real Estate SBS, collectively, the “Investors”).
FIRST AMENDMENT TO DWIP SUBSCRIPTION AGREEMENTDwip Subscription Agreement • March 1st, 2023 • Radius Global Infrastructure, Inc. • Lessors of real property, nec
This First Amendment (this “Amendment”) is entered into as of November 21, 2022 (the “Amendment Date”) with respect to the DWIP Subscription Agreement, dated April 21, 2022 (as the same may from time to time be amended, modified, supplemented or restated, the “Subscription Agreement”), by and among AP WIP Holdings, LLC, a Delaware limited liability company (the “Company”), certain of its subsidiaries as Asset Companies, Operating Companies signatory hereto, and Holdings Companies, AP Service Company, LLC, a Delaware limited liability company, as Servicer, Midland Loan Services, a division of PNC Bank, National Association, as Backup Servicer (“Backup Servicer”), the holders party thereto (each a “Holder” and collectively, the “Holders”), Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the “Collateral Agent”), as calculation agent (in such capacity, the “Calculation Agent”) and as paying agent (in such capacity, the “Paying Agent”).
LOCK UP AGREEMENTLock Up Agreement • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2020 • Radius Global Infrastructure, Inc. • Lessors of real property, nec • Delaware
This Director and Officer Indemnification Agreement (as amended or amended and restated from time to time, this “Agreement”), is made and entered into effective this ____ day of ___________, 202_, by and between Radius Global Infrastructure, Inc., a company incorporated in the State of Delaware (together with its successors and assigns, the “Company”), and (“Indemnitee”).
VOTING AGREEMENTVoting Agreement • June 12th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec
This VOTING AGREEMENT (the “Agreement”) is made and entered into as of February 7, 2020, by and among Landscape Acquisition Holdings Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Company”), Centerbridge Partners Real Estate Fund, L.P. (“CB Real Estate”), Centerbridge Partners Real Estate Fund SBS, L.P. (“CB Real Estate SBS”), and Centerbridge Special Credit Partners III, L.P. (“CB Credit”) (each of CB Real Estate, CB Real Estate SBS and CB Credit an “Investor” and together, the “Investors”). The Investors and the Company are each referred to as a “Party” and together are referred to as the “Parties”. The Company’s Board of Directors is referred to herein as the “Board.”
SUBSCRIPTION AGREEMENTSubscription Agreement • May 12th, 2021 • Radius Global Infrastructure, Inc. • Lessors of real property, nec
The undersigned (the “Investor” or the “Subscriber”), as further described on the signature pages hereof, desires to subscribe for and purchase from Radius Global Infrastructure, Inc., a Delaware corporation (the “Company”), and the Company desires to sell to the Investor, that number of the Company’s shares (the “Shares”) of Class A common stock, par value $0.0001 per share ( “Class A Common Stock”) set forth on the signature pages hereof for the Investor for a purchase price of $13.95 per share (the “Per Share Price”), on the terms and subject to the conditions contained herein (the “Transaction”). In connection therewith, the Investor and the Company agree as follows:
ESCROW AGREEMENTEscrow Agreement • June 12th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2020, by and among Landscape Acquisition Holdings Limited, a company incorporated in the British Virgin Islands (“Landscape”), AP WIP Investments Holdings, LP, a Delaware limited partnership (the “Company”), Associated Partners, L.P., as the representative of the Company Partners (as defined in the Merger Agreement (as defined below) (the “Company Partners’ Representative”, and together with Landscape and the Company, sometimes referred to individually as a “Party” and collectively as the “Parties”), and Citibank, N.A., as escrow agent (the “Escrow Agent”).
Up to £250,000,000 Secured and Guaranteed Promissory Certificates due 2028 SUBSCRIPTION AGREEMENT dated November 6, 2019 for AP WIP Investments Borrower, LLC with The Entities listed in Part I of Schedule 1 acting as Holders GLAS AMERICAS LLC acting...Subscription Agreement • March 30th, 2021 • Radius Global Infrastructure, Inc. • Lessors of real property, nec
SHAREHOLDER AGREEMENT by and among LANDSCAPE ACQUISITION HOLDINGS LIMITED, as the Company, WILLIAM BERKMAN, BERKMAN FAMILY INVESTMENTS, LLC, SCOTT BRUCE, RICHARD GOLDSTEIN, TOMS ACQUISITION II LLC, IMPERIAL LANDSCAPE SPONSOR LLC, DIGITAL LANDSCAPE...Joinder Agreement • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • Delaware
and any Permitted Transferee (as defined below) that executes a joinder to this Agreement pursuant to Section 5.02(b) or any other Person that executes a joinder and becomes an Investor in accordance with this Agreement, in either case, after the date of this Agreement.
February 7, 2020 Mr. William D. Rahm Centerbridge Partners, L.P.Digital Landscape Group, Inc. • July 29th, 2020 • Lessors of real property, nec • New York
REGISTRATION RIGHTS AGREEMENT by and among Radius Global Infrastructure, Inc. as the Company, and the Investors named herein Dated as of May 11, 2021Joinder Agreement • June 10th, 2021 • Radius Global Infrastructure, Inc. • Lessors of real property, nec • Delaware
and any Permitted Transferee (as defined below) that executes a joinder to this Agreement pursuant to Section 3.10(b) after the date of this Agreement.
REGISTRATION RIGHTS AGREEMENT by and among Radius Global Infrastructure, Inc. as the Company, and the Investors named herein Dated as of May 11, 2021Joinder Agreement • May 12th, 2021 • Radius Global Infrastructure, Inc. • Lessors of real property, nec • Delaware
and any Permitted Transferee (as defined below) that executes a joinder to this Agreement pursuant to Section 3.10(b) after the date of this Agreement.
DWIP SUBSCRIPTION AGREEMENT Between AP WIP HOLDINGS, LLC as the Company Certain of its subsidiaries as Asset Companies, Operating Companies signatory hereto, and Holdings Companies AP SERVICE COMPANY, LLC as Servicer The Holders party hereto MIDLAND...Dwip Subscription Agreement • April 26th, 2022 • Radius Global Infrastructure, Inc. • Lessors of real property, nec • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of April 21, 2022, and entered into by and between AP WIP HOLDINGS, LLC, a Delaware limited liability company (the “Company”), certain of its subsidiaries as Asset Companies, Operating Companies signatory hereto, and Holdings Companies, AP SERVICE COMPANY, LLC, a Delaware limited liability company, as Servicer, MIDLAND LOAN SERVICES, a Division of PNC Bank, National Association, as Backup Servicer (“Backup Servicer”), the financial institutions parties hereto or that may become parties hereto as holders (each such financial institution, a “Holder” and collectively, the “Holders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, the “Collateral Agent”), as calculation agent (in such capacity, the “Calculation Agent”) and as paying agent (in such capacity, the “Paying Agent”)
