Purchase and Sale of the Purchased Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing: (i) LIC shall subscribe for and purchase, and the Company shall issue and sell to LIC, the LIC Purchased Shares, free and clear of any Lien (other than any restrictions created by LIC, and any restrictions on transfer arising under the Securities Act and state securities Laws); (ii) XXXX Nirvana shall subscribe for and purchase, and the Company shall issue and sell to XXXX Nirvana, the XXXX Nirvana Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Nirvana, and any restrictions on transfer arising under the Securities Act and state securities Laws); (iii) XXXX Master shall subscribe for and purchase, and the Company shall issue and sell to XXXX Master, the XXXX Master Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Master, and any restrictions on transfer arising under the Securities Act and state securities Laws); and (iv) Coatue shall subscribe for and purchase, and the Company shall issue and sell to Coatue, the Coatue Purchased Shares, free and clear of any Lien (other than any restrictions created by Coatue, and any restrictions on transfer arising under the Securities Act and state securities Laws). (b) The closing of the purchase of the Purchased Shares (the “Closing”) shall take place on the Closing Date after the satisfaction or, subject to applicable Law, waiver of the conditions set forth in Articles V and VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of those conditions), or on such other date as the Purchasers and the Company may mutually agree. The Closing shall be held at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York City time, on the Closing Date, or at such place and time as the Purchasers and the Company shall agree. Notwithstanding the foregoing, to the extent that any conditions to Closing set forth in Article V fail to be satisfied or waived with respect to any individual Purchaser on the Closing Date, the Closing shall occur as contemplated under this Section 1.1(b) with respect to each other Purchaser. (c) Two (2) Business Days prior to the Closing Date, the Company shall deliver to each Purchaser a statement setting forth the wire transfer instructions for delivery of its respective portion of the Aggregate Purchase Price. (d) At the Closing the Company shall (i) issue and deliver to each Purchaser (as provided in Section 1.1(e) below) its Purchased Shares, upon payment of its respective portion of the Aggregate Purchase Price by wire transfer of immediately available funds on the Closing Date and (ii) unless the Company has timely delivered a No-FIRPTA Notice, deliver a certificate of the Company (a “FIRPTA Certificate”), duly executed by an officer of the Company, to each Purchaser representing that it is not a United States real property holding corporation, as defined in Internal Revenue Code section 897(c)(2) (“USRPHC”), and it has no plan or intention to become a USRPHC. (e) Each Purchaser’s portion of the Purchased Shares shall be delivered by the Company to such Purchaser on the Closing Date, against payment of such Purchaser’s respective portion of the Aggregate Purchase Price, in uncertificated form through the Direct Registration System (the “Book-Entry System”) of Computershare Inc., the Company’s transfer agent for the Series C Common Stock (“Computershare”). The Company shall cause each Purchaser to receive on the Closing Date a written confirmation from Computershare of the restricted book position created through the Book-Entry System for the account of such Purchaser (a “Restricted Book Position”), setting forth the Purchased Shares issued in the name of such Purchaser.
Appears in 2 contracts
Samples: Investment Agreement, Investment Agreement (Liberty Broadband Corp)
Purchase and Sale of the Purchased Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing:
(i) LIC , the Purchaser shall subscribe for and purchase, and the Company shall issue and sell to LICthe Purchaser, the LIC Purchased Shares, at a purchase price per share of LMG Series C Stock equal to the Per Share Price, free and clear of any Lien (other than any restrictions created by LICPurchaser (including, as a result of its execution of the Lock-Up Agreement, the Coordination Agreement Side Letter or any other agreements or instruments with the Company, the Selling Shareholders or other third parties) (such restrictions, “Purchaser Restrictions”) and any restrictions on transfer arising under the Securities Act and state securities Laws);
(ii) XXXX Nirvana shall subscribe for and purchase, and the Company shall issue and sell to XXXX Nirvana, the XXXX Nirvana Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Nirvana, and any restrictions on transfer arising under the Securities Act and state securities Laws);
(iii) XXXX Master shall subscribe for and purchase, and the Company shall issue and sell to XXXX Master, the XXXX Master Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Master, and any restrictions on transfer arising under the Securities Act and state securities Laws); and
(iv) Coatue shall subscribe for and purchase, and the Company shall issue and sell to Coatue, the Coatue Purchased Shares, free and clear of any Lien (other than any restrictions created by Coatue, and any restrictions on transfer arising under the Securities Act and or state securities Laws).
(b) The closing of the purchase of the Purchased Shares (the “Closing”) shall take place on the Closing Date after the satisfaction or, subject to applicable Law, waiver of the conditions set forth in Articles V and VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of those conditions), or on such other date as the Purchasers Purchaser and the Company may mutually agree. The Closing shall be held at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York City time, on the Closing Date, or at such other place and time as the Purchasers Purchaser and the Company shall agree. Notwithstanding the foregoing, to the extent that any conditions to Closing set forth in Article V fail to be satisfied or waived with respect to any individual Purchaser on the Closing Date, the Closing shall occur as contemplated under this Section 1.1(b) with respect to each other Purchaser.
(c) Two At least four (24) Business Days prior to the Closing Date, the Purchaser, the Other Equity Purchasers and the Company shall enter into the Escrow Agreement, and at least two (2) Business days prior to the Closing Date, the Purchaser shall deposit into the Escrow Account an amount equal to the Initial Commitment Amount in accordance with the terms of the Escrow Agreement. The Company shall deliver to each the Purchaser a statement setting forth the wire transfer instructions for delivery of its respective portion of such amount into the Aggregate Purchase PriceEscrow Account at least four (4) Business Days prior to the Closing Date.
(d) At the Closing (i) the Aggregate Purchase Price shall be released to the Company pursuant to the terms and conditions of the Escrow Agreement and (ii) the Company shall (i) issue and deliver to each the Purchaser (as provided in Section 1.1(e) below) its the Purchased Shares, upon payment of its respective portion of the Aggregate Purchase Price by wire transfer of immediately available funds on the Closing Date and (ii) unless the Company has timely delivered a No-FIRPTA Notice, deliver a certificate of the Company (a “FIRPTA Certificate”), duly executed by an officer of the Company, to each Purchaser representing that it is not a United States real property holding corporation, as defined in Internal Revenue Code section 897(c)(2) (“USRPHC”), and it has no plan or intention to become a USRPHC.
(e) Each Purchaser’s portion of the The Purchased Shares shall be delivered by the Company to such the Purchaser on the Closing Date, against payment of such Purchaser’s respective portion of the Aggregate Purchase Price, in uncertificated form through the Direct Registration System (the “Book-Entry System”) of Computershare Inc., the Company’s transfer agent for the LMG Series C Common Stock (“Computershare”). The Company shall cause each the Purchaser to receive on the Closing Date a written confirmation from Computershare of the restricted book position created through the Book-Entry System for the account of such the Purchaser (a “Restricted Book Position”), setting forth the Purchased Shares issued in the name of such the Purchaser.
Appears in 2 contracts
Samples: Investment Agreement, Investment Agreement (Liberty Media Corp)
Purchase and Sale of the Purchased Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing:
(i) LIC Purchasers shall subscribe for and purchase, and the Company shall issue and sell to LICPurchasers, the LIC Purchased Shares, free and clear of any Lien (other than any restrictions created by LIC, and any restrictions on transfer arising under the Securities Act and state securities Laws);
(ii) XXXX Nirvana shall subscribe for and purchase, and the Company shall issue and sell to XXXX Nirvana, the XXXX Nirvana Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Nirvana, and any restrictions on transfer arising under the Securities Act and state securities Laws);
(iii) XXXX Master shall subscribe for and purchase, and the Company shall issue and sell to XXXX Master, the XXXX Master Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Mastereither Purchaser, and any restrictions on transfer arising under the Securities Act and state securities Laws); and
(ivii) Coatue The allocation of the Purchased Shares between Purchasers shall subscribe for be determined by Purchasers in their sole discretion prior to the Closing, in which case the assignment of the rights, benefits and purchase, obligations of such Purchasers with respect to the Purchased Shares shall be to such Purchasers in accordance with such allocation (and the Company rights, benefits and obligations shall issue be several and sell to Coatuenot joint as between Purchasers on that basis) (such allocation, the Coatue Purchased Shares“Purchaser Allocation”). No later than three (3) Business Days prior to the Closing, free and clear Purchasers shall deliver the Purchaser Allocation to the Company. Pending the effectiveness of any Lien (other than any restrictions created by CoatuePurchaser Allocation, Purchaser 1 shall be deemed to have been allocated 77.32% of the Purchased Shares and any restrictions on transfer arising under the Securities Act associated rights, benefits and state securities Laws)obligations with respect thereto and Purchaser 2 shall be deemed to have been allocated 26.68% of the Purchased Shares and the associated rights, benefits and obligations with respect thereto.
(b) The closing of the purchase of the Purchased Shares (the “Closing”) shall take place on the Closing Date after the satisfaction or, subject to applicable Law, waiver of the conditions set forth in Articles V and VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of those conditions), or on such other date as the Purchasers and the Company may mutually agree. The Closing shall be held at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York City time, on the Closing Date, or at such place and time as the Purchasers and the Company shall agree. Notwithstanding the foregoing, to the extent that any conditions to Closing set forth in Article V fail to be satisfied or waived with respect to any individual Purchaser on the Closing Date, the Closing shall occur as contemplated under this Section 1.1(b) with respect to each other Purchaser.
(c) Two (2) Business Days prior to the Closing Date, the Company shall deliver to each Purchaser a statement setting forth the wire transfer instructions for delivery of its respective portion of the Aggregate Purchase Price.
(d) At the Closing the Company shall (i) issue and deliver to each Purchaser (as provided in Section 1.1(e) below) its Purchased Shares, upon payment of its respective portion of the Aggregate Purchase Price by wire transfer of immediately available funds on the Closing Date and (ii) unless the Company has timely delivered a No-FIRPTA Notice, deliver a certificate of the Company (a “FIRPTA Certificate”), duly executed by an officer of the Company, to each Purchaser representing that it is not a United States real property holding corporation, as defined in Internal Revenue Code section 897(c)(2) (“USRPHC”), and it has no plan or intention to become a USRPHC.
(e) Each Purchaser’s portion of the Purchased Shares shall be delivered by the Company to such Purchaser on the Closing Date, against payment of such Purchaser’s respective portion of the Aggregate Purchase Price, in uncertificated form through the Direct Registration System (the “Book-Entry System”) of Computershare Inc., the Company’s transfer agent for the Series C Common Stock (“Computershare”). The Company shall cause each Purchaser to receive on the Closing Date a written confirmation from Computershare of the restricted book position created through the Book-Entry System for the account of such Purchaser (a “Restricted Book Position”), setting forth the Purchased Shares issued in the name of such Purchaser.
Appears in 1 contract
Purchase and Sale of the Purchased Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing:
(i) LIC , Purchaser shall subscribe for and purchase, and the Company shall issue and sell to LICPurchaser, the LIC Purchased Shares, free and clear of any Lien (other than any restrictions created by LIC, and any restrictions on transfer arising under the Securities Act and state securities Laws);
(ii) XXXX Nirvana shall subscribe for and purchase, and the Company shall issue and sell to XXXX Nirvana, the XXXX Nirvana Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Nirvana, and any restrictions on transfer arising under the Securities Act and state securities Laws);
(iii) XXXX Master shall subscribe for and purchase, and the Company shall issue and sell to XXXX Master, the XXXX Master Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Master, and any restrictions on transfer arising under the Securities Act and state securities Laws); and
(iv) Coatue shall subscribe for and purchase, and the Company shall issue and sell to Coatue, the Coatue Purchased Shares, free and clear of any Lien (other than any restrictions created by CoatuePurchaser, and any restrictions on transfer arising under the Securities Act and state securities Laws).
(b) The closing of the purchase of the Purchased Shares (the “Closing”) shall take place on the Closing Date after the satisfaction or, subject to applicable Law, waiver of the conditions set forth in Articles V and VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of those conditions), or on such other date as the Purchasers Purchaser and the Company may mutually agree. The Closing shall be held at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York City time, on the Closing Date, or at such place and time as the Purchasers Purchaser and the Company shall agree. Notwithstanding the foregoing, to the extent that any conditions to Closing set forth in Article V fail to be satisfied or waived with respect to any individual Purchaser on the Closing Date, the Closing shall occur as contemplated under this Section 1.1(b) with respect to each other Purchaser.
(c) Two (2) Business Days prior to the Closing Date, the Company shall deliver to each Purchaser a statement setting forth the wire transfer instructions for delivery of its respective portion of the Aggregate Purchase Price.
(d) At the Closing the Company shall (i) issue and deliver to each Purchaser (as provided in Section 1.1(e) below) its the Purchased Shares, upon payment of its respective portion of the Aggregate Purchase Price by wire transfer of immediately available funds on the Closing Date and (ii) unless the Company has timely delivered a No-FIRPTA Notice, deliver a certificate of the Company (a “FIRPTA Certificate”), duly executed by an officer of the Company, to each Purchaser representing that it is not a United States real property holding corporation, as defined in Internal Revenue Code section 897(c)(2) (“USRPHC”), and it has no plan or intention to become a USRPHC.
(e) Each Purchaser’s portion of the Purchased Shares shall be delivered by the Company to such Purchaser on the Closing Date, against payment of such Purchaser’s respective portion of the Aggregate Purchase Price, in uncertificated form through the Direct Registration System (the “Book-Entry System”) of Computershare Inc., the Company’s transfer agent for the Series C Common Stock (“Computershare”). The Company shall cause each Purchaser to receive on the Closing Date a written confirmation from Computershare of the restricted book position created through the Book-Entry System for the account of such Purchaser (a “Restricted Book Position”), setting forth the Purchased Shares issued in the name of such Purchaser.
Appears in 1 contract
Purchase and Sale of the Purchased Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing:
(i) LIC , Purchaser shall subscribe for and purchase, and the Company shall issue and sell to LICPurchaser, the LIC Purchased Shares, free and clear of any Lien (other than any restrictions created by LIC, and any restrictions on transfer arising under the Securities Act and state securities Laws);
(ii) XXXX Nirvana shall subscribe for and purchase, and the Company shall issue and sell to XXXX Nirvana, the XXXX Nirvana Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Nirvana, and any restrictions on transfer arising under the Securities Act and state securities Laws);
(iii) XXXX Master shall subscribe for and purchase, and the Company shall issue and sell to XXXX Master, the XXXX Master Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Master, and any restrictions on transfer arising under the Securities Act and state securities Laws); and
(iv) Coatue shall subscribe for and purchase, and the Company shall issue and sell to Coatue, the Coatue Purchased Shares, free and clear of any Lien (other than any restrictions created by CoatuePurchaser, and any restrictions on transfer arising under the Securities Act and state securities Laws).
(b) The closing of the purchase of the Purchased Shares (the “Closing”) shall take place on the Closing Date after the satisfaction or, subject to applicable Law, waiver of the conditions set forth in Articles V and VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of those conditions), or on such other date as the Purchasers Purchaser and the Company may mutually agree. The Closing shall be held at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York City time, on the Closing Date, or at such place and time as the Purchasers Purchaser and the Company shall agree. Notwithstanding the foregoing, to the extent that any conditions to Closing set forth in Article V fail to be satisfied or waived with respect to any individual Purchaser on the Closing Date, the Closing shall occur as contemplated under this Section 1.1(b) with respect to each other Purchaser.
(c) Two (2) Business Days prior to the Closing Date, the Company shall deliver to each Purchaser a statement setting forth the wire transfer instructions for delivery of its respective portion of the Aggregate Purchase Price.
(d) At the Closing the Company shall (i) issue and deliver to each Purchaser (as provided in Section 1.1(e) below) its the Purchased Shares, upon payment of its respective portion of the Aggregate Purchase Price by wire transfer of immediately available funds on the Closing Date and (ii) unless the Company has timely delivered a No-FIRPTA Notice, deliver a certificate of the Company (a “FIRPTA Certificate”), duly executed by an officer of the Company, to each Purchaser representing that it is not a United States real property holding corporation, as defined in Internal Revenue Code section 897(c)(2) (“USRPHC”), and it has no plan or intention to become a USRPHC.
(e) Each Purchaser’s portion of the Purchased Shares shall be delivered by the Company to such Purchaser on the Closing Date, against payment of such Purchaser’s respective portion of the Aggregate Purchase Price, in uncertificated form through the Direct Registration System (the “Book-Entry System”) of Computershare Inc., the Company’s transfer agent for the Series C Common Stock (“Computershare”). The Company shall cause each Purchaser to receive on the Closing Date a written confirmation from Computershare of the restricted book position created through the Book-Entry System for the account of such Purchaser (a “Restricted Book Position”), setting forth the Purchased Shares issued in the name of such Purchaser.. ARTICLE II PROXY MATERIALS AND STOCKHOLDERS MEETING
Appears in 1 contract
Samples: Investment Agreement
Purchase and Sale of the Purchased Shares. (a) Upon Three Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a written statement setting forth the number of Ordinary Shares underlying the Purchased Shares and the resulting Purchase Price.
(b) On the terms and subject to the conditions set forth hereinin this Agreement, at the Closing:
, (i) LIC the Seller shall subscribe for cause HHN to sell, transfer and purchasedeliver to the Purchaser, and the Company Purchaser shall issue purchase, acquire and sell accept from HHN, all of the Seller’s and HHN’s right, title and interest in and to LIC, the LIC Purchased Shares, free and clear of any Lien all Encumbrances (other than any restrictions created by LIC, and any restrictions on transfer arising imposed under the Securities Act and state applicable securities Lawslaws);
; (ii) XXXX Nirvana the Seller shall subscribe for provide a properly completed and purchaseexecuted Internal Revenue Service Form W-9; (iii) the Seller shall execute and deliver, and shall cause HHN to execute and deliver, to the Purchaser, and the Company Purchaser shall issue execute and sell deliver to XXXX Nirvanathe Seller, an instrument (in form and substance reasonably acceptable to the Parties) pursuant to which the Seller shall assign, convey and transfer to the Purchaser all of the Seller’s and HHN’s rights under the Registration Agreement with respect to the Purchased Shares (including, for the avoidance of doubt, the XXXX Nirvana Ordinary Shares underlying the Purchased Shares, free and clear but not, for the avoidance of doubt, any Lien (other than any restrictions created by XXXX Nirvana, and any restrictions on transfer arising under rights with respect to the Securities Act and state securities LawsOption Shares);
(iii) XXXX Master shall subscribe for and purchase, and the Company Purchaser shall issue assume all of the Seller’s and sell HHN’s obligations under the Registration Agreement with respect to XXXX Masterthe Purchased Shares (including, for the avoidance of doubt, the XXXX Master Ordinary Shares underlying the Purchased Shares, free and clear but not, for the avoidance of doubt, any Lien (other than any restrictions created by XXXX Master, and any restrictions on transfer arising under rights with respect to the Securities Act and state securities LawsOption Shares); and
and (iv) Coatue the Seller shall subscribe for and purchasedeliver to the Purchaser (1) evidence that the Ordinary Shares underlying the Purchased Shares are registered in the Depositary’s name or the name of an affiliate of the Depositary (including GTU Ops Inc.) as record holder on the Company’s transfer agent’s books, and (2) the Company shall issue and sell original depositary receipt certificate(s) evidencing the Seller’s or HHN’s ownership or entitlement to Coatue, the Coatue Purchased Shares, free and clear of any Lien (other than any restrictions created 3) a completed Depositary Receipt Transfer Form for the Purchased Shares, in the form attached as Annex C, executed by CoatueSeller, with a Medallion Signature Guarantee stamp, and any restrictions on (4) an instruction letter to the Depositary regarding the transfer arising under of the Securities Act and state securities LawsPurchased Shares, in the form attached as Annex D, executed by the Company. For the avoidance of doubt, a screenshot in the form attached as Annex E shall be sufficient evidence for purposes of Section 2.1(b)(iv)(1).
(bc) The closing At the Closing, the Purchaser shall pay the Seller an amount in cash equal to the result of (x) $2.15 multiplied by (y) the purchase number of Ordinary Shares underlying the Purchased Shares (the “ClosingPurchase Price”) shall take place on the Closing Date after the satisfaction or, subject to applicable Law, waiver of the conditions set forth in Articles V and VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of those conditions), or on such other date as the Purchasers and the Company may mutually agree. The Closing Purchase Price shall be held at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York City time, on the Closing Date, or at such place and time as the Purchasers and the Company shall agree. Notwithstanding the foregoing, to the extent that any conditions to Closing set forth in Article V fail to be satisfied or waived with respect to any individual Purchaser on the Closing Date, the Closing shall occur as contemplated under this Section 1.1(b) with respect to each other Purchaser.
(c) Two (2) Business Days prior to the Closing Date, the Company shall deliver to each Purchaser a statement setting forth the wire transfer instructions for delivery of its respective portion of the Aggregate Purchase Price.
(d) At the Closing the Company shall (i) issue and deliver to each Purchaser (as provided in Section 1.1(e) below) its Purchased Shares, upon payment of its respective portion of the Aggregate Purchase Price paid by wire transfer of immediately available funds on the Closing Date and (ii) unless the Company has timely delivered a No-FIRPTA Notice, deliver a certificate of the Company (a “FIRPTA Certificate”), duly executed by an officer of the Company, to each Purchaser representing that it is not a United States real property holding corporation, as defined in Internal Revenue Code section 897(c)(2) (“USRPHC”), and it has no plan or intention to become a USRPHC.
(e) Each Purchaser’s portion of the Purchased Shares shall be delivered accordance with wire transfer instructions furnished by the Company to such Purchaser on Seller not less than one Business Day before the Closing Date, against payment of such Purchaser’s respective portion of the Aggregate Purchase Price, in uncertificated form through the Direct Registration System (the “Book-Entry System”) of Computershare Inc., the Company’s transfer agent for the Series C Common Stock (“Computershare”). The Company shall cause each Purchaser to receive on the Closing Date a written confirmation from Computershare of the restricted book position created through the Book-Entry System for the account of such Purchaser (a “Restricted Book Position”), setting forth the Purchased Shares issued in the name of such PurchaserClosing.
Appears in 1 contract
Samples: Share Purchase Agreement (SK Praetorian Holdings, L.P.)
