Pursuant to Item 601(b)(10) of Regulation S-K, certain information contained in this document, marked by brackets as [***], has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publically disclosed.
SIXTH AMENDMENT AGREEMENT
This Sixth Amendment Agreement (this “Amendment”) is made and entered into as of May 29, 2021 by and between SoftBank Corp., a company incorporated under the laws of Japan and having its principal place of business at 1-7-1 Kaigan, Minato-ku, Tokyo (formerly 1-9-1 Higashi-shimbashi, Minato-ku, Tokyo), Japan (“SoftBank”) and AeroVironment Inc., a company incorporated under the laws of the State of Delaware and having its principal place of business at 900 Innovators Way, Simi Valley, CA 93065 (formerly 800 Royal Oaks Drive, Suite 210, Monrovia, CA 91016), U.S.A. (“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).
SoftBank and AV entered into a Joint Venture Agreement dated as of December 1, 2017 under which they agreed to establish a joint venture company named HAPSMobile Inc., and SoftBank and AV subsequently amended such Joint Venture Agreement by the certain Amendment Agreement dated November 29, 2018, the certain Second Amendment Agreement dated February 8, 2019, the certain Third Amendment Agreement dated June 21, 2019, the certain Fourth Amendment Agreement dated October 30, 2019, and the certain Fifth Amendment Agreement dated March 31, 2021 (such Joint Venture Agreement, Amendment Agreement, Second Amendment Agreement, Third Amendment Agreement, Fourth Amendment Agreement, and Fifth Amendment Agreement being referred to collectively as the “Original Agreement”); and
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 7.10 (Preferred Supplier).
Section 7.10 of the Original Agreement is deleted in its entirety and replaced with the following:
Preferred Supplier. AV will have exclusive rights from the Company for future design and manufacturing work for the existing Solar HAPS currently referred to as the “Sunglider” and future variants thereof (which may be categorized as “Flying Wing” type and “Paul MacCready” type aircrafts) subject to AV’s terms (and AV’s ongoing compliance with such terms) with respect to ensuring that the quality, performance and cost for such work is competitive with third parties. Subject to the foregoing, AV must remain the design authority and manufacturing authority for the existing Sunglider and any future variants thereof and is responsible for providing (i) a certifiable and manufacturable aircraft system for the existing Sunglider and any future variants thereof (including, without limitation, all of the Sunglider’s subsystems and components with the exception of the payload), and (ii) evidence of AV’s quality and cost competitiveness to the Company by the use of transparency standards, such as a preferred supplier certification process and the Company shall review the evidence presented by AV. However, in the event that AV is not capable of performing the necessary work due to unforeseen events, including but not limited to force majeure, or where the quality, performance or cost of the work by AV is not competitive with that of third parties, the