PRIVET FUND LP Suite 200-B Atlanta, GA 30305 June 9, 2017Letter Agreement • June 12th, 2017 • Privet Fund LP • Electronic components, nec • British Columbia
This Letter Agreement is being delivered by Privet Fund LP ( “Guarantor”) to Norsat International Inc., a company existing under the laws of the Province of British Columbia (the “Company”), in connection with the execution of that certain Arrangement Agreement (as it may be amended from time to time, the “Arrangement Agreement”), between Privet Fund Management, LLC, a Delaware limited liability company (“Privet Management”), IRIS Holdings, Inc., a Delaware corporation (“Parent”), IRIS Canada Acquisition Corp., a company existing under the laws of the Province of British Columbia (“Purchaser”), and the Company, pursuant to which Purchaser will acquire all of the issued and outstanding Common Shares of the Company other than the Common Shares owned, directly or indirectly by Guarantor or its affiliates (the “Transaction”). Terms used in this Letter Agreement without definition are used as defined in the Arrangement Agreement.
EQUITY COMMITMENT LETTER PRIVET FUND LP Suite 200-B Atlanta, GA 30305 June 9, 2017Equity Commitment Letter • June 12th, 2017 • Privet Fund LP • Electronic components, nec
This letter agreement replaces and supersedes in all respects that certain Equity Commitment Letter, dated May 17, 2017, from Privet Fund LP, a Delaware limited partnership (“Equity Sponsor”), and Privet Capital Investments I, LP, a Delaware limited partnership (“Investor”), to IRIS Holdings, LLC, a Delaware limited liability (“IRIS Holdings”). Equity Sponsor and Investor are pleased to offer this commitment to purchase securities of IRIS Holdings subject to the terms and conditions herein, for an aggregate purchase price in cash equal to U.S.$21,555,000 (the “Aggregate Commitment”), which Aggregate Commitment will, in turn, be further invested in IRIS Holdings, Inc., a Delaware corporation (“Parent”) that is wholly-owned by IRIS Holdings. The Aggregate Commitment is being made pursuant to that certain Arrangement Agreement, (as it may be amended from time to time, the “Arrangement Agreement”), among Privet Fund Management, LLC, a Delaware limited liability company (“Privet Management”
