Exhibit 10.1
Execution Version
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AIREON LLC
A DELAWARE LIMITED LIABILITY COMPANY
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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT
Dated as of May 15, 2018
THE SECURITIES DESCRIBED IN THIS THIRD LIMITED LIABILITY COMPANY AGREEMENT HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
NOR REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF AT ANY TIME UNLESS
REGISTERED AND QUALIFIED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR
UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION
AND QUALIFICATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES DESCRIBED IN
THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, THE TERMS AND
CONDITIONS OF WHICH ARE SET FORTH IN THIS AGREEMENT.
NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED
STATES OF AMERICA THAT WOULD PERMIT AN OFFERING OF THE INTERESTS, OR POSSESSION
OR DISTRIBUTION OF OFFERING MATERIALS IN CONNECTION WITH THE ISSUANCE OF THESE
INTERESTS, IN ANY COUNTRY OR JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. IT IS THE RESPONSIBILITY OF ANY PERSON WISHING TO PURCHASE ANY OF
THESE INTERESTS TO SATISFY HIMSELF, HERSELF OR ITSELF AS TO FULL OBSERVANCE OF
THE LAWS OR REGULATIONS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES OF
AMERICA IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED
GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.
INTERESTS IN THE COMPANY ARE BEING OFFERED TO A LIMITED NUMBER OF INSTITUTIONAL
AND SOPHISTICATED INVESTORS. PURSUANT TO SECTION 11 OF THE PROSPECTUS ORDER
(MINISTERIAL ORDER NO. 1232 OF OCTOBER 22, 2007 ON THE PROSPECTUS REQUIREMENTS
FOR OFFERINGS OF A VALUE ABOVE €2,500,000) ISSUED IN ACCORDANCE WITH SECTION
23(8) OF THE DANISH SECURITIES TRADING
ACT (CONSOLIDATED ACT NO. 214 OF APRIL 2, 2008) THE FOLLOWING TYPES OF OFFERINGS
ARE EXEMPTED FROM PROSPECTUS REGISTRATION REQUIREMENTS:
(A)
OFFERINGS TO ACCREDITED INVESTORS;
(B)
OFFERINGS TO NON-ACCREDITED INVESTORS IF THE OFFER IS DIRECTED AT FEWER
THAN 100 PRIVATE OR LEGAL PERSONS IN DENMARK;
(C)
OFFERINGS FOR WHICH THE VALUE OF EACH INTEREST EXCEEDS €50,000; OR
(D)
OFFERINGS WHERE PARTICIPATION IS CONDITIONAL UPON PAYMENT OF MORE THAN
€50,000 PER INVESTOR.
THIS LIMITED LIABILITY COMPANY AGREEMENT MAY ONLY BE DISTRIBUTED TO, AND THE
OFFERING MAY ONLY BE SUBSCRIBED BY, INVESTORS THAT SATISFY ONE OR MORE OF THE
CONDITIONS SET OUT ABOVE FROM (A) TO (D). ACCORDINGLY, THIS LIMITED LIABILITY
COMPANY AGREEMENT HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE DANISH
FINANCIAL SUPERVISORY AUTHORITY OR THE DANISH COMMERCE AND COMPANIES AGENCY
UNDER THE RELEVANT DANISH ACTS AND REGULATIONS ON THE OFFERING IN DENMARK OF
FUND INTERESTS.
THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND HAS BEEN
PREPARED AND IS INTENDED FOR USE ON A CONFIDENTIAL BASIS SOLELY BY THOSE PERSONS
IN THE UNITED KINGDOM AND IRELAND TO WHOM IT IS SENT. IT MAY NOT BE REPRODUCED,
REDISTRIBUTED OR PASSED ON TO