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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/12/14 Aspen Aerogels Inc S-1/A 3:4.4M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 2.86M (General Form) 2: EX-9.1 Voting Trust Agreement HTML 19K 3: EX-23.1 Consent of Experts or Counsel HTML 6K
EX-9.1 |
Exhibit 9.1
Fidelity Advisor Series I: Fidelity Advisor Dividend Growth Fund
Fidelity Select Portfolios: Environment and Alternative Energy Portfolio
Fidelity Securities Fund: Fidelity Dividend Growth Fund
Variable Insurance Products Fund III: Balanced Portfolio
Fidelity Central Investment Portfolios LLC: Fidelity Materials Central Fund
Variable Insurance Products Fund IV: Materials Portfolio
Fidelity Select Portfolios: Materials
Fidelity Puritan Trust: Fidelity Puritan Fund
Fidelity Select Portfolios: Industrials Portfolio
Fidelity Advisor Series VII: Fidelity Advisor Industrials Fund
Variable Insurance Products Fund IV: Industrials Portfolio
Fidelity Central Investment Portfolios LLC: Fidelity Industrials Central Fund
Aspen Aerogels, Inc.
30 Forbes Road, Building B
Northborough MA, 01532
Attention: Chief Financial Officer
Ladies and Gentlemen:
We refer to the convertible promissory notes issued pursuant to those certain Note Purchase Agreements by and between Aspen Aerogels, Inc., a Delaware corporation (the “Company”) and the purchasers party thereto dated June 1, 2011, June 14, 2011, December 6, 2011 and March 28, 2013 (the “Notes”), which shall be converted into shares of common stock of the Company, upon the closing of a Qualified IPO (as defined in the Notes).
In anticipation of, and effective upon, the conversion of the Notes into Company common stock, the undersigned investors (the “Fidelity Funds”) hereby irrevocably waive (to the fullest extent permitted by applicable law) any right to vote and exercise voting rights with respect to the Subject Shares of capital stock of the Company as defined and calculated in accordance with this waiver letter. For the avoidance of doubt, this waiver shall be of no force or effect for any subsequent transferee of the Subject Shares which is not a Fidelity Fund.
Promptly following the announcement of any record date for a vote of stockholders or for the solicitation of consents, the Fidelity Funds shall, on the basis of the Company’s most recent Securities and Exchange Commission filing, compute the number of votes that would constitute 14.9% of the aggregate votes that could be cast by stockholders on such record date. That number of shares with respect to which the Fidelity Funds and their affiliates possess voting rights in excess of the 14.9% of the shares to be voted are referred to herein as “Subject Shares.” The Fidelity Funds shall advise the Company of the number of Subject Shares prior to the commencement of any vote of stockholders or solicitation of consents. On any matter brought before the Company stockholders for a vote, the Fidelity Funds hereby irrevocably waive any right to vote and exercise voting rights with respect to the Subject Shares, with the Subject Shares owned by the Fidelity Funds being apportioned among such funds on a pro rata basis.
This waiver letter shall terminate automatically once the shares of common stock of the Company owned, in the aggregate, by the Fidelity Funds and their affiliates is 14.89% or less of the aggregate outstanding shares of common stock of the Company.
For purposes of this waiver letter, calculations shall be made on the basis of shares issued, outstanding and entitled to vote or execute a consent, as disclosed in the Company’s most recent Securities and Exchange Commission filing, and all calculations shall be made on the basis of voting power held by such shares. For the avoidance of doubt, the waiver contemplated by the terms hereof shall not inure to or be binding upon any subsequent transferee that is not a registered investment company advised by Fidelity Management & Research Company or one of its affiliates.
[Signatures follow on next page]
Very truly yours, |
Fidelity Advisor Series I: |
Fidelity Advisor Dividend Growth Fund |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Fidelity Select Portfolios: |
Environmental and Alternative Energy Portfolio |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Fidelity Securities Fund: |
Fidelity Dividend Growth Fund |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Variable Insurance Products Fund III: |
Balanced Portfolio |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Fidelity Central Investment Portfolios LLC: |
Fidelity Materials Central Fund |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Variable Insurance Products Fund IV: |
Materials Portfolio |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
[Signatures continued on next page]
(Continued)
Fidelity Select Portfolios: |
Materials |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Fidelity Puritan Trust: |
Fidelity Puritan Fund |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Fidelity Select Portfolios: |
Industrials Portfolio |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Fidelity Advisor Series VII: |
Fidelity Advisor Industrials Fund |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Variable Insurance Products Fund IV: |
Industrials Portfolio |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Fidelity Central Investment Portfolios LLC: |
Fidelity Industrials Central Fund |
/s/ Stacie M. Smith |
Name: Stacie M. Smith |
Title: Authorized Signatory |
Accepted and Agreed: |
Aspen Aerogels, Inc. |
/s/ Donald R. Young |
Name: Donald R. Young |
Title: President and Chief Executive Officer |
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 6/12/14 | 3, 4, 4/A, FWP, S-1MEF | ||
6/11/14 | ||||
3/28/13 | ||||
12/6/11 | ||||
6/14/11 | ||||
6/1/11 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/12/21 Aspen Aerogels Inc. 10-K 12/31/20 95:14M ActiveDisclosure/FA |