AMENDMENT AGREEMENT
Exhibit 10.45
This Amendment Agreement (this “Amendment”) is made and entered into as of November 29, 2018 by and between SoftBank Corp., a company incorporated under the laws of Japan and having its principal place of business at 0-0-0 Xxxxxxx-xxxxxxxxx, Xxxxxx-xx, Xxxxx, Xxxxx (“SoftBank”) and AeroVironment, Inc., a company incorporated under the laws of the State of Delaware and having its principal place of business at 000 Xxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, X.X.X. (“AV”). SoftBank and AV are hereinafter referred to collectively as the “Parties” and individually as a “Party”.
All Capitalized terms not otherwise defined herein shall have the same meaning as assigned to them in the Original Agreement (as such term is defined below).
RECITALS
WHEREAS:
(A) SoftBank and AV entered into a Joint Venture Agreement dated as of December 1, 2017 (the “Original Agreement”) under which they agreed to establish a joint venture company named HAPSMobile Inc.; and
(B) SoftBank and AV now desire to amend a portion of the Original Agreement as set forth in this Amendment.
NOW THEREFORE, the Parties hereby agree to amend and supplement the terms of the Original Agreement as follows:
1. Amendment to Section 4(a)(i).
Section 4.4(a)(i) of the Original Agreement is deleted in its entirety and replaced as follows:
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(i) Composition of the Board of Directors. The board of directors of the Company (the “Board”) shall consist of six (6) Directors, of which four (4) shall be nominated by SoftBank (collectively, the “SoftBank Directors”) and two (2) shall be nominated by AV (the “AV Directors”). The updated SoftBank Directors shall be Xx. Xxxxxxx Xxxxxxxx, Xx. Xxxxx Xxxxxxxx, Xx. Xxxxxxxxx Xxxxxxxxx and Mr. Akihiko Asami. AV Directors shall be Xx. Xxxxx Xxxxxx and Xx. Xxxx Xxxxxxx. Each Shareholder agrees that, if at any time it is then entitled to vote for the election, removal or re-election of directors to the Board, it shall vote all of its Shares that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary actions (including causing the Company to call a special meeting of the Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 4.4(a)(i) (i.e. that the Board shall consist of four (4) SoftBank nominated Directors and two (2) AV nominated Directors). |
2. Effective Date. Notwithstanding the signing date, this Amendment shall be in full effect from November 29, 2018.
3. Other.
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3.1 SoftBank and AV each agrees to cause the Company to, and to vote its respective shares in order to, fully implement this Amendment, including without limitation any necessary amendment to the articles of incorporation of the Company.
3.2 Except as expressly modified by this Amendment, the Original Agreement shall remain in full force and effect.
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have executed this Amendment by their respective duly authorized representatives . This Amendment may be executed in counterparts, including by facsimile or any other electronic transmission.
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SoftBank Corp.. |
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AeroVironment, Inc. |
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By: |
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By: |
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/s/Xxxxxxx Xxxxxxxx |
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/s/ Xxxxx Xxxxxx |
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Print Name: Xxxxxxx Xxxxxxxx |
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Print Name: Xxxxx Xxxxxx |
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Title: Executive Vice President, Director & CTO |
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Title: President and CEO |
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Date: |
Nov. 29, 2018 |
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Date: |
Nov. 29, 2018 |
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