JOINT FILING AGREEMENTJoint Filing Agreement • August 11th, 2021 • BC Partners Holdings LTD • Services-computer programming, data processing, etc.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
ASSIGNMENT AGREEMENTAssignment Agreement • August 11th, 2021 • BC Partners Holdings LTD • Services-computer programming, data processing, etc. • Delaware
This Assignment Agreement (this “Agreement”), dated as of July 28th, 2021 (the “Effective Date”), is entered into by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Starboard X Master Fund Ltd (collectively, the “Purchasers”) and SIS Holdings LP (“SIS Holdings”). Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in that certain Optional Share Purchase Agreement, dated as of September 9, 2020, by and among Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and the Purchasers (the “Optional Share Purchase Agreement”).
Cyxtera Technologies, Inc. BAC Colonnade Office Towers Coral Gables, FL 33134 Attention: Victor F. Semah Email: victor.semah@cyxtera.com Re: Amendment to Optional Share Letter Agreement Ladies and Gentlemen:Optional Share Letter Agreement • August 11th, 2021 • BC Partners Holdings LTD • Services-computer programming, data processing, etc. • Delaware
Reference is hereby made to that certain Letter Agreement, dated as of February 21, 2021 (the “Letter Agreement”), by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value and Opportunity C LP, Starboard Value and Opportunity Master Fund L LP, Starboard X Master Fund Ltd (collectively, the “Purchasers”) and Cyxtera Technologies, Inc. (“Cyxtera”). Capitalized terms used but not defined in this Amendment to the Letter Agreement (this “Amendment”) shall have the meanings assigned to them in the Letter Agreement.
STOCKHOLDER MATTERS AGREEMENTStockholder Matters Agreement • August 11th, 2021 • BC Partners Holdings LTD • Services-computer programming, data processing, etc. • Delaware
THIS STOCKHOLDER MATTERS AGREEMENT (this “Agreement”), dated as of July 30, 2021, is entered into by and between Medina Capital Fund II – SIS Holdco, L.P., a Delaware limited partnership (“Medina”), and BCEC-Cyxtera Technologies Holdings (Guernsey) L.P., a Guernsey limited partnership (“BCP”). Each of Medina and BCP is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
