SECOND AMENDMENT TO SHARE PURCHASE AND SALE AGREEMENT AND OTHER PACTS

Exhibit 10.2

SECOND AMENDMENT TO

SHARE PURCHASE AND SALE AGREEMENT

AND OTHER PACTS

THIS SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT AND OTHER PACTS (this “Amendment”) is dated as of April __, 2019 and is made by and between:

i. RigNet Serviços de Telecomunicações Brasil Ltda., a limited liability company organized and existing in accordance with the laws of Brazil, with head offices at Xx. Xxx Xxxxxx, 000, 18^th floor, room 1901, Centro, Zip Code 20040-007, City of Xxx xx Xxxxxxx, Xxxxx xx Xxx xx Xxxxxxx, Xxxxxx, enrolled with the CNPJ/MF under No. 33.2.0773760-3, herein represented by its manager, Xx. Xxxxxx Xxxxxxx Xxxxxxxx Alencar, Brazilian, widower, accountant, bearer of ID no. 026.938-8 CRC/RJ, enrolled with the CPF/MF under No. 000.000.000-00, resident and domiciled at Xxx Xxxxxxxx Xxxxxxx, 000, xxxxx 000, Xxxx xx Xxxxxxxxxx, Zip Code 21920-410, City of Rio de Janeiro, State of Rio de Janeiro (“Buyer”);

ii. Xxxxxxx Xxxxx Clemente, Brazilian, married under the partial property regime, businessman, bearer of ID No. 12.813.074-7, issued by IFP/RJ, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Xxx Xxxxxxxxx Xxxxx, 00, apto. 201, Copacabana, Zip Code 22011-090, City of Rio de Janeiro, State of Rio de Janeiro, Brazil (“Xxxxxxx”) and also representing his spouse for all purposes of law, including, without limitation, those set forth in article 1,647 of the Civil Code, Xxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx, Brazilian, Medical Doctor, bearer of ID No. 3776154, enrolled with the CPF/MF under No. 898.680.80134;

iii. Xxxxx Xxxxxxxx dos Xxxxxx Xxxxxxxx, Brazilian, married under the partial property regime, businessman, bearer of ID No. 10.805.037-9, issued by IFP/RJ, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Xxx Xxxxxxxx, 00, xxxx. 000, Xxxxx xx Xxxxxx, Zip Code 22611-240, City of Rio de Janeiro, State of Rio de Janeiro, Brazil (“Xxxxx”) and also representing his spouse for all purposes of law, including, without limitation, those set forth in article 1,647 of the Civil Code, Xxx Xxxxxxxx Xxxxxx xx Xxxxx, Brazilian, Dentist, bearer of ID No. 20.233.206-0, enrolled with the CPF/MF under No. 000.000.000-00;

iv. Xxxxx Xxxx xx Xxxxx Falcão, Brazilian, single, businessman, bearer of ID No. 11.300.017-8, issued by IFP/RJ, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Xx. Xxxxx Xxxxxxx Xxxx xxx Xxxxxx, 000, apto. 000X, Xxxxxxxx Xxxxxxxx, Xxx Code 04563-01, City of São Paulo, State of São Paulo, Brazil (“Xxxxx Xxxx”);

x. Xxxxxx Xxxxx Xxxxxxxxx Lima xx Xxxxxxx, Brazilian, single, businessman, bearer of ID No. 020.194.946-8, issued by IFP/RJ, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Rua Xxxxxxx Xxxxxx, 72, apto. 301, Laranjeiras, Zip Code 22231-160, City of Rio de Janeiro, State of Rio de Janeiro, Brazil (“Xxxxxx”);

vi. Xxxxx xx Xxxxx Júnior, Brazilian, married under the partial property regime, engineer, bearer of ID No. 14.103.9097-7, issued by IFP/RJ, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Xxx Xxxxx Xxxxxxx, 000, xxxx. 00, Xxxx Xxxx Conceição, Zip Code 04537-040, City of São Paulo, State of São Paulo, Brazil (“Lélio”) and also representing his spouse for all purposes of law, including, without limitation, those set forth in article 1,647 of the Civil Code, Mrs Xxxxxxx Vinhoti Xxxxxxx, Brazilian, Food Engineer, bearer of ID No. 26.352.390-1, issued by SSP/SP, enrolled with the CPF/MF under No. 000.000.000-00;

vii. DLR2 Investimentos e Participações Ltda., a limited liability company organized and existing in accordance with the laws of Brazil, with head offices at Xx. Xxxxxxxxxx Xxxxxx, 000, 0^xx xxxxx, Xxxxxx, Zip Code 20091-060, City of Xxx xx Xxxxxxx, Xxxxx xx Xxx xx Xxxxxxx, Xxxxxx, enrolled with the CNPJ/MF under No. 17.686.352/0001-45, herein represented by its managers, Xx. Xxxxxxx xx Xxxxxxx Xxxxxxx, Brazilian, married under the partial property regime, consultant, bearer of ID No. 09.998.311-6, issued by IFP/RJ, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Rua Volta Redonda, 270, apto. 00, Xxxxx Xxxxxxxx, Xxxxx Belo, Zip Code 04608-010, City of São Paulo, State of São Paulo, Brazil, and Xx. Xxxxx Del Xxxxxx, Brazilian, married under the partial property regime, consultant, bearer of ID No. 01196243819, issued by DETRAN/RJ, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Xxx Xxxxxxx, 000, xxxxx 00, Xxxx Xxxxx, Zip Code 04671-090, City of São Paulo, State of São Paulo, Brazil (“DLR2”);

viii. Xxxxxx Xxxxx Clemente, Brazilian, single, engineer, bearer of ID No. 12.055.172-6, issued by IFP/RJ, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Xxx Xxxxxxxxx Xxxxx, 00, apto. 201, Copacabana, Zip Code 22011-090, City of Rio de Janeiro, State of Rio de Janeiro, Brazil (“Xxxxxx”);

ix. Xxxxx Xxxx Macieira, Brazilian, married, engineer, bearer of ID No. 012.655.008-6, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Rua Xxxxxxx Xxxx Xxxxx, 59, apto. 301, Leme, Zip Code 22.010-110, City of Rio de Janeiro, State of Rio de Janeiro, Brazil (“André”) and also representing his spouse for all purposes of law, including, without limitation, those set forth in article 1,647 of the Civil Code, Mrs. [Name], [nationality], [profession], bearer of ID No. Xxxxxxx Xxxxxxx Cavalcanti Sirimarco Macieira, Brazilian, Lawyer, bearer of ID No. 124193 OAB/RJ, enrolled with the CPF/MF under No. 000.000.000-00;

x. Xxxx Xxxxx Xxxxx Xxxxx, Brazilian, married, programmer, bearer of ID No. 20.550.697-5, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Xxx Xxxxxx xx Xxxx, 00, xxxx 000, Xxxxxx, ZIP Code 20.511-210, City of Rio de Janeiro, State of Rio de Janeiro, Brazil (“Xxxx”) and also representing his spouse for all purposes of law, including, without limitation, those set forth in article 1,647 of the Civil Code, Xxx. Xxxxxxxxxx Xxxxx do Nascimento Xxxxxx Xxxxxxxxx Xxxxx, Brazilian, programmer, bearer of ID No. 20754939-5, enrolled with the CPF/MF under No. 000.000.000-00; and

xi. Xxxxxx Xxxxx Xxxxxx Neto, Brazilian, married, designer, bearer of ID No. 12484408-5, enrolled with CPF/MF under No. 000.000.000-00, resident and domiciled at Xxx Xxxxx xx Xxxx, 000, xxxx 000, Xxxxxx, XXX 20.561-208, City of Rio de Janeiro, State of Rio de Janeiro, Brazil (“Xxxxxx”) and also representing his spouse for all purposes of law, including, without limitation, those set forth in article 1,647 of the Civil Code, Mrs. Rosselline Wanderoscky xx Xxxxxxxx, Brazilian, professor, bearer of ID No. 12317757-8, enrolled with the CPF/MF under No. 000.000.000-00;

Ricardo, Pedro, Xxxxx Xxxx, Hubert, Lélio, DLR2, Rafael, Andre, Xxxx and Xxxxxx are jointly referred to as the “Sellers”. Ricardo, Pedro, Xxxxx Xxxx and Lelio, in separate, may also be referred to as the “Executive Group”; and, as intervening parties,

xii. Intelie Soluções em Informática Ltda., a sociedade limitada being transformed into a sociedade anonima organized and existing in accordance with the laws of Brazil, with head offices at Xx. Xxx Xxxxxx, 000, xxxx 000, Xxxxxx, Zip Code 20040-009, City of Xxx xx Xxxxxxx, Xxxxx xx Xxx xx Xxxxxxx, Xxxxxx, enrolled with the CNPJ/MF under No. 10.454.306/0001-71, herein represented by its managers, Mr. Xxxxxxx Xxxxx Clemente, qualified above, and Xx. Xxxxx Xxxxxxxx dos Xxxxxx Xxxxxxxx, qualified above (“Intelie Brazil” and together with Intelie USA, the “Company”); and

xiii. RigNet, Inc., a company organized and existing in accordance with the laws of the State of Delaware, with head offices at 00000 Xxxx Xxx, Xxxxx 000, Xxxxxxx, Xxxxx, XXX, herein represented by its Chief Executive Officer, Xx. Xxxxxx Xxxxxxx (“RigNet”)

WHEREAS, the parties hereto entered into that certain Share Purchase and Sale Agreement and Other Facts dated as of January 15, 2018, as previously amended (the “Existing Agreement”).

WHEREAS, the parties hereto desire to enter into this Amendment to adjust and clarify the calculation of the deferred portion of the Purchase Price.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Amendment, the parties agree that the Existing Agreement shall be amended in accordance with the terms and conditions set forth below.

1. Defined Terms. Capitalized terms used in this Amendment, but not defined herein, shall have the same meaning as such terms have in the Existing Agreement.

2. Definition of Baseline Revenue. The definition of “Baseline Revenue” is hereby amended to read in its entirety as follows: “Baseline Revenue” shall mean an amount of $265,000 (two hundred sixty five thousand US Dollars).

3. Earn-Out Portion of the Purchase Price. Section 3.1 of the Existing Agreement is hereby amended to read in its entirety as follows:

3.1. Earn-out Portion of the Purchase Price. The portion of the Purchase Price established in Sections 2.3.2 through 2.3.5 is subject to the Company reaching the Incremental SaaS Revenue targets pursuant to the following criteria (together, the “Earn-out Amounts”)..

3.1.1. On the first anniversary of the Closing Date, Buyer shall certify if Incremental SaaS Revenue recognized by the Company in the period between August 31, 2017 and the first anniversary of the Closing Date is equal to or exceeds US$ 1,100,000 (one million one hundred thousand U.S. Dollars) more than the Baseline Revenue (August 31, 2017). If the Incremental SaaS Revenue exceeds US$ 1,100,000 over the Baseline Revenue, then the Buyer shall also certify the date on which the Incremental SaaS Revenue exceeded that target.

3.1.2. The Second Earn-out Purchase Price Payment provided for in Section 2.3.3 will be calculated using a twelve-month performance period that begins on the earlier of the following two dates:

1. the date that the Incremental SaaS Revenue met the target set forth in Section 3.1.1, as certified by Buyer pursuant to Section 3.1.1 and

2. the first anniversary of the Closing Date.

The Second Earn-out Purchase Price Payment provided for in Section 2.3.3. shall be paid by Buyer to Sellers in the event that the actual monthly recurring Incremental SaaS Revenue is equal or exceeds US$ 2,200,000 (two million two hundred thousand U.S. Dollars) greater than $1,365,000.00 (one million three hundred sixty five thousand US Dollars). To qualify, Incremental SaaS Revenue during this period must be (i) received pursuant to contracts with a minimum term of one year (including the term and revenue recognized from the relevant customer pursuant to a proof of concept or other trial period contract provided the customer paid for such proof of concept or other trial); or (ii) recognized during such second earn out period determined in accordance with this section and attributable to new customers during such second earn out period. On the second anniversary of the Closing Date, Buyer will certify the level of Incremental SaaS Revenue earned in the second earn out period and, if the target for the second earn out period was exceeded, the date on which Incremental SaaS revenue exceed the target

3.1.3. The Third Earn-out Purchase Price Payment provided for in Section 2.3.4 will be calculated using a twelve-month performance period that begins on the earlier of the following two dates:

1. the date that the Incremental SaaS Revenue met the target set forth in Section 3.1.2, as certified by the Buyer pursuant to Section 3.1.2, and

2. the second anniversary of the Closing Date.

The Third Earn-out Purchase Price Payment provided for in Section 2.3.4 will be calculated using a performance period that ends on the third anniversary of the Closing Date The Third Earn-out Purchase Price Payment provided for in Section 2.3.4 shall be paid by Buyer to Sellers in the event that is equal or exceeds US$ 3,300,000 (three million three hundred thousand U.S. Dollars) greater than $3,565,000 (three million five hundred sixty five thousand US Dollars). To qualify, Incremental SaaS Revenue during this period must be (i) recognized pursuant to contracts with minimum term of two years (including the term and revenue recognized from the relevant customer pursuant to a proof of concept or other trial period contract provided the customer paid for such proof of concept or other trial); or (ii) received during such third earn out period attributable to new customers during such third earn out period.

3.1.4. The Fourth Earn-out Purchase Price Payment provided for in Section 2.3.5 shall be paid by Buyer to Sellers equal to 50% of the amount by which the cumulative Total SaaS Revenues for the 36 (thirty-six) month period following the Closing Date exceeds US$ 10,000,000.00 (ten million). For purposes of such payment, if such cumulative Total SaaS Revenues exceeds US$ 14,000,000.00 for such 36 (thirty-six) month period, the portion that exceeds such amount will not be considered in the calculation.

3.1.5. In any event of Section 3.1 or 3.2, Sellers shall have full access to any and all documents or information of the Company to audit any numbers used for the calculation of the Earn-out.

3.1.6. The Parties acknowledge and agree that as a wholly-owned subsidiary of RigNet, the Company will be subject to all of RigNet’s policies, procedures and governance. To facilitate the Company achieving the Total SaaS Revenue thresholds set forth in this Section 3, but, without guaranteeing any result, Buyer shall in good-faith consult with any members of the Executive Group employed by RigNet or any of its Affiliates regarding any decisions about the Company’s (i) pricing strategy; (ii) marketing strategy; and (iii) research and development and product management strategy . Buyer shall take into consideration in good-faith the comments of any applicable members of the Executive Group and decide the due course of action given the overall strategy of RigNet.

3.1.7 Sellers hereby acknowledge and agree that Buyer shall be the sole Party responsible for the calculation of the Earn-out Targets according to the criteria established herewith, which shall account for the Total SaaS Revenue of the Company. Buyer and Seller shall discuss with the members of the Executive Group providing services to Buyer or any of its Affiliates at such time, on a quarterly basis, the progress of the Executive Group in achieving the Total SaaS Revenue target, and Buyer will assess annually the achievement of the Total SaaS Revenue target.

4. Removal of Schedule 3.1. Schedule 3.1 is removed in its entirety from the Existing Agreement and of no force and effect.

5. Miscellaneous. With the exception of the matters set forth in this Amendment, the Existing Agreement remains in full force and affect. In the event of any express conflict or inconsistency between the terms of this Amendment and the terms of the Existing Agreement, the terms of this Amendment shall control and govern. Except as expressly modified by this Amendment, all other terms and conditions of the Existing Agreement are hereby ratified and affirmed. The Parties acknowledge that the Existing Agreement as amended by this Amendment.

INWITNESS WHEREOF, the foregoing Second Amendment to Share Purchase and Sale Agreement is dated as of the date and year first written above.

Xxxxxxx Xxxxx Xxxxxxxx				Xxxxx Xxxxxxxxx S. Xxxxxxxx
Xxxxx Xxxx xx Xxxxx Xxxxxx				Xxxxxx X. X. Xxxx xx Xxxxxxx
Xxxxx xx Xxxxx Junior				DLR2 Investimentos e Participações Ltda.
Xxxxxx Xxxxx Xxxxxxxx
				Xxxx Xxxxx Xxxxx Xxxxx
				Xxxxxx Xxxxx xxxxxx Xxxx
Xxxxx Xxxx Macieira				RigNet Serviços de Telecomunicações Brasil, Ltda.
Intelie Soluções em Informãtica S.A.				RIGNET, INC.
Witnesses:
1)				2)
Name: Xxxxxx Xxxxxx				Name: Xxxxx Xxxxxxx
RG:				RG:
CPF:				CPF:

Spouses:

Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx				Xxxxxxx Xxxxxx xx Xxxxx
CPF 000.000.000-00
Rosselline Wanderoscky de Xxxxxxxx				Xxxxxxx Holanda Cavalcanti Soromarco Macieira
Xxxxxxxxxx Xxxxx do Xxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxx				Xxxxxxx Vinhoti Martins