CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT.
Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT
IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE
OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS
THROUGHOUT THIS EXHIBIT.
Amendment #1
This amendment #1 (the “Amendment #1”) to the Master Purchase Agreement (the “Agreement”) is entered into on 17 October by and between:
MacDONALD, XXXXXXXXX AND ASSOCIATES CORPORATION, a company duly incorporated under the laws of Canada, having offices at 00000 Xxxxx-Xxxxxx Xxxxxxx, Xxxxxx-Xxxx-xx-Xxxxxxxx,
Xxxxxx, Xxxxxx X0X 0X0 (the “Buyer”)
AND
SATIXFY UK LIMITED, a private limited company governed by the laws of England and Wales with company registration number 09966402, having its office at Spectrum Point, 000
Xxxxxxxxxxx Xx, Xxxxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx, on its behalf and on behalf of its Affiliates (as defined herein below) (the "Seller")
(Buyer and Seller may also be referred to in this Amendment individually as a “Party” or collectively as the “Parties”)
WHEREAS the Parties entered into the Agreement with an effective date of 31 October 2023 (the “MPA” or “Agreement”);;
WHEREAS Buyer has agreed to provide Seller an additional Pre-Purchase amount as stated herein;
NOW THEREFORE, for good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the Parties agree as follows:
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Section 5.07 Pre-Purchase Amounts is amended by replacing the following:
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“Seller shall promptly deliver [***] to Buyer, [***]. Buyer will increase the Pre-Purchase Amount by an additional Five Million United States Dollars ($5,000,000) if Seller
delivers to Buyer [***].”
with the following:
“Following execution of Amendment #1 to the Agreement, Buyer will increase the Pre-Purchase Amount by an additional Five Million United States Dollars ($5,000,000 USD). Buyer shall make the payment
of the additional $5,000,000 within ten (10) business days of receiving Seller’s invoice. In addition, Buyer will further increase the Pre-Purchase Amount by an additional Two Million United States Dollars ($2,000,000 USD) after the successful
completion of [***] and an additional One Million United States Dollars ($1,000,000 USD) following receipt of [***]. Buyer shall make the payment of the additional $2,000,000 and $1,000,000 within forty (45) days of receiving Seller’s respective
invoice.”
| 2. |
Entire Agreement
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Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between the Amendment and the
Agreement or any earlier amendment, the terms of the Amendment will prevail.
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Counterparts
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This Amendment may be executed in counterparts, each of which will be considered an original and all of which will constitute one and the same agreement. Receipt of an originally executed counterpart
signature page by facsimile or an electronic reproduction of an originally executed counterpart signature page by electronic mail is effective execution and delivery of the Amendment.
The Parties, by their duly authorized representatives, hereby enter into this Amendment as of the Effective Date.
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XxxXxxxxx, Xxxxxxxxx and Associates
Corporation
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SATIXFY UK LIMITED
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Signature
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Signature
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By
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By
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Title
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Title
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Date
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Date
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