Agreement in principle clause samples

Those discussions led to the Agreement in Principle supported by (i)the Company, (ii)the Secured Lenders Coordinating Committee (representing approximately 52.7% of the aggregate principal amount of the secured debt), (iii) DNCA (representing c. 7.9% of the share capital and 7.7% of the voting rights as well as 5.5% of the aggregate principal amount of the Senior Notes and 18.7% of the aggregate principal amount of the Convertible Bonds), as well as (iv)the members of the ad hoc Committee of the Senior Notes (representing c. 52.4% of the aggregate principal amount of the Senior Notes (the “ad hoc Committee of Senior Notes”). The representative of the masses of holders of Convertible Bonds has not supported the Agreement in Principle. The two other shareholders holding more than 5% of the Company’s share capital, Bpifrance Participations and AMS Energie, who participated in the previous discussions leading to May 12th 2017 announcement have not participated in the negotiations of the Agreement in Principle.

“I am glad that Stagwell and the Special Committee have reached an agreement in principle. I remain enthusiastic about the potential combination of MDC Partners and Stagwell, and look forward to undertaking the next steps to complete this process,” said Mark Penn, Chairman and CEO of MDC Partners and Managing Partner of the Stagwell Group.

14.Entire Agreement. This Agreement constitutes the entire Agreement by and among Ironclad and ORR Safety with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings and negotiations, both written and oral, by and between the Parties with respect to the subject matter of this Agreement, including without limitation, the Agreement in Principle. No representation, warranty, inducement, promise, understanding or condition which is not set forth in this Agreement has been made or relied upon by the Parties.