February 17, 2012Equity Financing Commitment • February 28th, 2012 • Atlas Merger Subsidiary, Inc. • Services-management consulting services
This letter agreement sets forth the commitment of each of the parties set forth on Exhibit A attached hereto (the “Investors”), subject to the terms and conditions hereof, to purchase membership interests of Salient Solutions, LLC, a Delaware limited liability company (“Investor LLC”), and Investor LLC’s commitment, subject to the terms and conditions hereof, to purchase shares of Salient Solutions, Inc. (“Holdco”) and Holdco’s commitment, subject to the terms and conditions hereof, to purchase shares of Parent (as defined below). It is contemplated that pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), to be dated on or about February 21, 2012, among Salient Federal Solutions, Inc., a Delaware corporation and direct subsidiary of Holdco (“Parent”), Atlas Merger Subsidiary, Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”) and ATS Corporation, a Delaware corporation (the “Company”), Parent shall acquire the Company through a cash tender o
ATS CorporationLetter Agreement • February 28th, 2012 • Atlas Merger Subsidiary, Inc. • Services-management consulting services
This will confirm that we have agreed that the first sentence of paragraph 5 of such letter is hereby amended to read as follows: “At any time on or after November 11, 2011, ATS may deliver written notice to Salient terminating this Agreement as provided in this paragraph (the “Termination Notice”).
LIMITED GUARANTYLimited Guaranty • February 28th, 2012 • Atlas Merger Subsidiary, Inc. • Services-management consulting services • Delaware
LIMITED GUARANTY, dated as of February 21, 2012 (this “Limited Guaranty”), by Frontenac IX Private Capital Limited Partnership, Frontenac IX Private Capital A Limited Partnership and Frontenac IX Private Capital (Cayman) Limited Partnership (collectively, the “Guarantors” and each, a “Guarantor”), in favor of ATS Corporation, a Delaware corporation (the “Guaranteed Party”).
