BY EMAIL For the attention of: the Investor Sellers, as listed in the Schedule to this letter agreement Dear Sirs / Madams
Exhibit 2.1(A)
11 April 2023
BY EMAIL
For the attention of: the Investor Sellers, as listed in the Schedule to this letter agreement
Dear Sirs / Madams
Re: Share Purchase Agreement dated 8 November 2021 relating to the sale of Connect Topco Limited between the Investor Sellers, the Management Sellers, the Option Sellers and Viasat, Inc. (the “Agreement”)
“Long Stop Date” means the later of (i) 30 May 2023; and (ii) such later date as the Purchaser and the Investors Sellers may agree in writing;
“Scheduled Completion Date” means the earlier of (i) 30 May 2023; and (ii) the date on which Completion is to take place, determined in accordance with Clause 8.1;
8.1 Provided that notice of satisfaction or waiver of the final Condition, excluding the Management Roll-Up Condition and the conditions set forth in paragraph 1 of Schedule 9, has been served in accordance with Clause 5.8.2, Completion shall take place, in person or virtually via agreed video platform, at the offices of the Company Counsel:
8.1.1 at 10 a.m. on the earlier of:
(A) the tenth Business Day after such notice; and
(B) 30 May 2023; or
8.1.2 at such other date and time as the Investor Sellers and the Purchaser may agree in writing.
Subject to Clause 8.3, if, prior to the Long Stop Date, the Purchaser provides the Investor Sellers with copies of all relevant documentation evidencing, on terms reasonably satisfactory to the Investor Sellers, a binding extension, variation, amendment of, or replacement of the commitments under (on materially the same terms), as the case may be, the Purchaser Financing Documents such that the Purchaser remains able to satisfy its obligation to pay the Cash Consideration and meet its other obligations under this Agreement (including those set out in Schedule 3) at Completion (such financing commitment as so extended, varied, amended or replaced, as the case may be, shall constitute the “Purchaser Financing Documents”), then the Long Stop Date shall be automatically deemed to be extended to the earlier of (i) the Business Day prior to the date of expiry of the relevant commitments pursuant to the Purchaser Financing Documents (as so extended, varied, amended or replaced, as the case may be, pursuant to this Clause 8.2); and (ii) 7 November 2023. The parties shall agree in good faith and acting reasonably such other amendments to this Agreement as may be required to give effect to any extension to the Long Stop Date which is effected pursuant to this Clause.
the Purchaser has received one or more commitment letters duly executed by each of the parties thereto, attaching an agreed form interim facilities agreement, for debt facilities which have been disclosed and made available to the Investor Sellers on or prior to the date of this Agreement (such documentation as amended, supplemented or replaced from time to time, the “Purchaser Financing Documents”); provided, that the term Purchaser Financing Documents shall be deemed to exclude any and all commitments therein with respect to Permitted Interim Financings, and which involve no pre-conditions other than such conditions precedent as set out therein and in respect of which the Purchaser has delivered a duly executed conditions precedent status letter on or prior to the date of this Agreement confirming status and satisfaction of all such conditions precedent other than Completion occurring and the Purchaser Financing Documents will at Completion provide, in immediately available funds, (the “Funds”) the necessary cash resources (after deducting any fees and/or other costs, including VAT and any other Tax, payable at Completion from such resources) to pay the Cash Consideration and to meet
its other obligations at Completion under this Agreement (including those set out in Schedule 3) and to pay all related costs. The Purchaser Financing Documents do not terminate before, and the funding under the Purchaser Financing Documents will remain available until and including 30 May 2023.
[Separate Signature Pages Follow]
IN WITNESS WHEREOF this Agreement has been duly executed by the Parties as a deed and is intended to be and is hereby delivered on the date first above written.
EXECUTED and DELIVERED as a DEED by VIASAT, INC. |
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/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Chief Commercial Officer EVP |
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in the presence of |
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Witness Signature: |
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/s/ Xxxxxx Xxxxx |
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Witness Name: |
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Xxxxxx Xxxxx |
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Witness Address |
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0000 Xx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx |
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92009 |
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Witness Occupation: |
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General Counsel |
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[Signature page to LSD Extension Letter]
EXECUTED and DELIVERED as a DEED by TRITON LUXTOPHOLDING SARL |
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/s/ Gonzague de Lhoneux |
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Name: Xxxxxxxx xx Xxxxxxx |
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Title: Authorised Signatory |
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in the presence of |
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Witness Signature: |
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/s/ Coralie de Lhoneux |
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Witness Name: |
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Xxxxxxx xx Xxxxxxx |
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Witness Address |
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CdL |
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Witness Occupation: |
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Employed |
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[Signature page to LSD Extension Letter]
EXECUTED and DELIVERED as a DEED by CPP INVESTMENT BOARD PRIVATE HOLDINGS (4) INC. |
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/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Authorised signatory |
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/s/ Xxxxxx Xxxxxxxx |
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Name: Xxxxxx Xxxxxxxx |
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Title: Authorised signatory |
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[Signature page to LSD Extension Letter]
EXECUTED and DELIVERED as a DEED by WP TRITON CO-INVEST, L.P. |
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/s/ Xxxxx Xxxxxx |
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By: Xxxxxxx Xxxxxx (Callisto-A) Global Growth (Cayman), L.P., its general partner |
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Name: Xxxxx Xxxxxx |
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Title: Authorised signatory |
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By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner |
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By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner |
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By: Warburg Pincus Partners II (Cayman), L.P., its managing member |
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By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner |
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in the presence of |
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Witness Signature: |
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/s/ Xxxx Xxxxxx |
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Witness Name: |
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Xxxx Xxxxxx |
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Witness Address |
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Witness Occupation: |
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Mrs |
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[Signature page to LSD Extension Letter]
EXECUTED and DELIVERED as a DEED by 2684343 ONTARIO LIMITED |
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/s/ Xxxx Xxxxxxxx |
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Name: Xxxx Xxxxxxxx |
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Title: Authorised signatory |
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in the presence of |
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Witness Signature: |
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/s/ Xxxxx Xxxxxxxx |
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Witness Name: |
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Xxxxx Xxxxxxxx |
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Witness Address |
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Witness Occupation: |
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Bank Officer |
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[Signature page to LSD Extension Letter]
EXECUTED and DELIVERED as a DEED by PRETZEL LOGIC BV |
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/s/ Xxxx Xxxxxxxxxxx |
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Name: Xxxx Xxxxxxxxxxx |
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Title: Managing Director |
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[Signature page to LSD Extension Letter]
SCHEDULE – ADDRESSEES
INVESTOR SELLERS
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Triton LuxTopHolding SARL
For the attention of: Xxxxxxxx xx Xxxxxxx
Address: -0 xxxxxxxxx xx xx Xxxxx, X-0000 Xxxxxxxxxx, Xxxxx Xxxxx of Luxembourg
Email address:
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WP Triton Co-Invest, L.P.
For the attention of: Xxx Xxxxxxxx and Xxx-Xxx Xxxxxxxxxxx
Address: c/o Walkers Corporate Limited, Cayman Corporate Centre, 00 Xxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx XX0-0000, Cayman Islands
Email address: Xxxxxxx@xxxxxxxxxxxxx.xxx
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2684343 Ontario Limited
For the attention of: Xxxx Xxxxxxxx
Address: 0000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx
Email address:
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CPP Investment Board Private Holdings (4) Inc.
For the attention of: Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx
Address: 0 Xxxxx Xxxxxx Xxxx, Xxxxx, 0000 Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx
Email address:
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Pretzel Logic BV
For the attention of: Xxxx Xxxxxxxxxxx
Address: Xxxxxxxxxxxxxx 00, 0000XX Xxxxx, Xxx Xxxxxxxxxxx
Email address:
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COPY TO:
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OTPP legal department (xxx_xxxx@xxxx.xxx)
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CPPIB legal notices (xxxxxxxxxxxx@xxxxx.xxx)
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Sellers’ Solicitors
For the attention of: Xxxxxx Xxxx and Xxxxx Xxxxx
Address: Xxxxxxxx & Xxxxx International LLP, 00 Xx Xxxx Xxx, Xxxxxx, XX0X 0XX
Email address:
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