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 Companys Board of Directors is referred to herein as the Board.
WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of November 19, 2019 with AP WIP Investments Holdings, LP (AP WIP), Associated Partners, L.P., APW OpCo LLC, LAH Merger Sub LLC and Associated Partners, L.P., as representative of the Company Partners, pursuant to which the Company will acquire AP WIP from its partners in exchange for cash, ordinary shares, no par value, of the Company (Ordinary Shares), Series B Founder Preferred Shares of the Company (Series B Founder Shares) and equity units in APW OpCo LLC, a wholly-owned subsidiary of the Company (OpCo) (together with the other transactions related thereto, the Transaction);
WHEREAS, the Company and the Investors have entered into that certain Subscription Agreement dated as of November 19, 2019 (the Subscription Agreement), which provides for, among other things, the purchase by the Investors of Ordinary Shares substantially concurrently with the consummation of the Transaction;
WHEREAS, (a) the Company, (b) William Berkman, Berkman Family Investments, LLC, a Delaware limited liability company, Scott Bruce and Richard Goldstein, who, upon consummation of the Transaction will own Ordinary Shares, Series B Founder Shares and equity units of OpCo which are exchangeable into securities of the Company (the AG Investors), (c) TOMS Acquisition II LLC, a Delaware limited liability company that upon consummation of the Transaction will own Ordinary Shares and Series A Founder Preferred Shares of the Company (Series A Founder Shares) (the Toms Investor) and equity units of OpCo, (d) Imperial Landscape Sponsor LLC, a Delaware limited liability company that upon consummation of the Transaction will own Ordinary Shares and Series A Founder Shares (the Imperial Investor) and (e) Digital Landscape Partners Holding LLC, a Delaware liability company (the Digital Investor and, together with the Toms Investor and the Imperial Investor, the Landscape Investors) and equity units of OpCo have agreed to enter into a Shareholders Agreement effective as of the consummation of the Transaction (the Shareholders Agreement) pursuant to which the AG Investors and the Landscape Investors each agreed to vote or cause to be voted all Voting Securities (as defined below) of the Company beneficially owned by them in favor of all director nominees that are nominated by the Nominating and Corporate Governance Committee of the Companys Board of Directors (the Company Nominees) and against any other director nominees; and