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”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APW OPCO LLC a Delaware limited liability company Dated as of February 10, 2020Limited Liability Company Agreement • July 29th, 2020 • Digital Landscape Group, Inc. • Lessors of real property, nec • Delaware
This FIRST 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 Landscape Acquisition Holdings Limited, 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.
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
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
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
LOCK UP AGREEMENTLock Up Agreement • July 29th, 2020 • Digital Landscape Group, 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
