Amendments to the Existing Agreement. As of the Effective Date (defined below), the Existing Agreement is hereby amended or modified as follows: (a) Schedule 2.4(h) of the Existing Agreement is hereby amended by deleting the second and third paragraphs and replacing them with the following: Any Sangoma Common Shares that are part of the Deferred Consideration and which have not previously been issued and delivered to Star2Star Holdings and the Optionholder as of March 27, 2023, shall be issued and delivered to Star2Star Holdings and the Optionholder (the “Final Issuance”) on the later of: (i) the fifth Business Day following the effective date of the registration statement on Form F-3 to be filed by the Company with the Securities and Exchange Commission with respect to the Deferred Consideration, and (ii) such other date as mutually agreed by the parties hereto, provided that prior thereto Star2Star Holdings first delivers a certificate to Sangoma confirming the continued accuracy of its representations and warranties in Section 4.7 of the Agreement. Star2Star Holdings also acknowledges and agrees to make all required updated filings when due under Applicable Canadian Securities Laws in connection with the receipt of the Deferred Consideration (including SEDI insider reports and early warning report filing obligations). Upon the Final Issuance, each of Star2Star Holdings and the Optionholder shall be entitled to receive a number of such Sangoma Common Shares equal to their respective Deferred Consideration Percentage of such aggregate number of Sangoma Common Shares then being issued. Following the Final Issuance, the parties confirm and agree that there are no further Sangoma Common Shares owing to any party pursuant to the terms of the Agreement. (b) Section 13.3 is hereby amended by adding the following sentence to the end of the section: Notwithstanding the foregoing, with respect to the Final Issuance Star2Star Holdings will, no later than September 30, 2023 contribute such Option Taxes, on its behalf and on behalf of the holders of Star2Star Holdings Options, to Buyer.
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Sources: Stock Purchase Agreement (Sangoma Technologies Corp)
Amendments to the Existing Agreement. As of the Effective Date (as defined belowin Section 3), the Existing Agreement is hereby amended or modified as follows:
(a) Schedule 2.4(hSection 1(b) of the Existing Agreement is hereby amended by deleting the second deleted in its entirety and third paragraphs and replacing them replaced with the following: Any Sangoma Common Shares that are part of The Executive shall perform and discharge faithfully the Deferred Consideration duties and responsibilities which have not previously been issued and delivered to Star2Star Holdings and may be assigned by the Optionholder as of March 27, 2023, shall be issued and delivered to Star2Star Holdings and the Optionholder Parent’s Chief Executive Officer (the “Final IssuanceCEO”) on ), the later of: Parent’s Board of Directors (i) the fifth Business Day following the effective date “Board”), or other competent authority of the registration statement Company Group (collectively, the “Supervisory Authority”), including those set forth on Form F-3 to be filed by the Company with the Securities and Exchange Commission with respect Schedule 1, to the Deferred Consideration, and (ii) such other date as mutually agreed by the parties hereto, provided that prior thereto Star2Star Holdings first delivers a certificate Executive from time to Sangoma confirming the continued accuracy of its representations and warranties in Section 4.7 of the Agreement. Star2Star Holdings also acknowledges and agrees to make all required updated filings when due under Applicable Canadian Securities Laws time in connection with the receipt conduct of the Deferred Consideration (including SEDI insider reports Company’s and early warning Parent’s business; provided in each case that such duties and responsibilities are commensurate with the duties and responsibilities of persons in similar capacities in similarly sized companies. The Executive shall report filing obligations). Upon the Final Issuance, each of Star2Star Holdings and the Optionholder shall be entitled to receive a number of such Sangoma Common Shares equal to their respective Deferred Consideration Percentage of such aggregate number of Sangoma Common Shares then being issued. Following the Final Issuance, the parties confirm and agree that there are no further Sangoma Common Shares owing to any party pursuant to the Supervisory Authority. The Executive hereby agrees that he shall at all times comply with and abide by all terms and conditions set forth in this Agreement and all applicable work policies, procedures and rules as may be issued by the Company and/or Parent. The Executive also agrees that he shall comply with all federal, state and local statutes, regulations and public ordinances governing the performance of the Agreementhis duties hereunder.
(b) Section 13.3 3(b)(i) of the Existing Agreement is hereby amended by adding deleted in its entirety and replaced with the following sentence following: Annual Incentive Award. For the fiscal year ending March 31, 2024, the Executive shall be entitled to such annual bonus opportunity as the Executive is entitled based on the Company’s policies in effect immediately prior to the end date hereof, payable in accordance with such policies. Commencing with the fiscal year beginning April 1, 2024, the provisions of this Section 3(b)(i) shall govern and the section: Notwithstanding Executive shall be entitled to an annual bonus opportunity up to 200% of his annual Base Salary, the foregoingexact amount of which shall be determined by the Board or the Board’s compensation committee (the “Compensation Committee”), payable in accordance with the terms set forth on Schedule 2. The amount of and performance criteria with respect to any such bonus for any fiscal year commencing on or after April 1, 2024 shall be determined by the Final Issuance Star2Star Holdings will, Board or the Compensation Committee. Any bonus determined by the Board or Compensation Committee to have been earned by the Executive will be due to the Executive no later than September 30, 2023 contribute such Option Taxes, the 90th day after the Board’s or Compensation Committee’s determination. The Executive must be actively employed by the Company on its behalf and on behalf the last day of the holders fiscal year to receive a bonus for such fiscal year.
(c) Section 3(c) of Star2Star Holdings Optionsthe Existing Agreement is hereby deleted in its entirety and replaced with the following: Post-Transaction Awards. Executive will be eligible to receive the following equity awards under Parent’s 2023 Equity Incentive Plan (the “2023 Plan”), subject to BuyerExecutive’s continued service with the Company, Parent or one of their respective subsidiaries through such grant date and approval by the Board or Compensation Committee, as applicable:
(i) an initial award of 660,847 Restricted Share Units (as defined in the 2023 Plan) which shall be fully vested on the grant date; and
(ii) subject to stockholder approval of an amendment to the 2023 Plan, a subsequent award of 400,000 Options (as defined in the 2023 Plan), which will (A) have an exercise price of not less than Fair Market Value (as defined in the 2023 Plan), (B) vest over a period of 5 years, based on time and performance criteria to be established by Compensation Committee, and subject to Employee’s continued service with the Company, Parent or one of their respective subsidiaries through the applicable vesting date, and (C) be exercisable over a period of 10 years from the grant date. All such equity awards will be subject to the terms and conditions of the 2023 Plan and the applicable form of award agreement thereunder.
(d) Schedule 3 of the Existing Agreement is hereby deleted in its entirety.
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Amendments to the Existing Agreement. As of the Effective Date (as defined belowin Section 3), the Existing Agreement is hereby amended or modified as follows:
(a) Schedule 2.4(hSection 1(b) of the Existing Agreement is hereby amended by deleting the second deleted in its entirety and third paragraphs and replacing them replaced with the following: Any Sangoma Common Shares that are part of The Executive shall perform and discharge faithfully the Deferred Consideration duties and responsibilities which have not previously been issued and delivered to Star2Star Holdings and may be assigned by the Optionholder as of March 27, 2023, shall be issued and delivered to Star2Star Holdings and the Optionholder Parent’s Chief Executive Officer (the “Final IssuanceCEO”) on ), the later of: Parent’s Board of Directors (i) the fifth Business Day following the effective date “Board”), or other competent authority of the registration statement Company Group (collectively, the “Supervisory Authority”), including those set forth on Form F-3 to be filed by the Company with the Securities and Exchange Commission with respect Schedule 1, to the Deferred Consideration, and (ii) such other date as mutually agreed by the parties hereto, provided that prior thereto Star2Star Holdings first delivers a certificate Executive from time to Sangoma confirming the continued accuracy of its representations and warranties in Section 4.7 of the Agreement. Star2Star Holdings also acknowledges and agrees to make all required updated filings when due under Applicable Canadian Securities Laws time in connection with the receipt conduct of the Deferred Consideration (including SEDI insider reports Company’s and early warning Parent’s business; provided in each case that such duties and responsibilities are commensurate with the duties and responsibilities of persons in similar capacities in similarly sized companies. The Executive shall report filing obligations). Upon the Final Issuance, each of Star2Star Holdings and the Optionholder shall be entitled to receive a number of such Sangoma Common Shares equal to their respective Deferred Consideration Percentage of such aggregate number of Sangoma Common Shares then being issued. Following the Final Issuance, the parties confirm and agree that there are no further Sangoma Common Shares owing to any party pursuant to the Supervisory Authority. The Executive hereby agrees that he shall at all times comply with and abide by all terms and conditions set forth in this Agreement and all applicable work policies, procedures and rules as may be issued by the Company and/or Parent. The Executive also agrees that he shall comply with all federal, state and local statutes, regulations and public ordinances governing the performance of the Agreementhis duties hereunder.
(b) Section 13.3 3(b)(i) of the Existing Agreement is hereby amended by adding deleted in its entirety and replaced with the following sentence following: Annual Incentive Award. Commencing with the Effective Date of this Agreement, the provisions of this Section 3(b)(i) shall govern and the Executive shall be entitled to the end an annual bonus opportunity up to 40% of the section: Notwithstanding Executive’s annual Base Salary, the foregoing, amount of which shall be determined by the Board or the Board’s compensation committee (the “Compensation Committee”). The amount of and performance criteria (which includes overall Parent performance and the achievement of objectives under this Agreement as defined by the Board or the Compensation Committee) with respect to any such bonus for any fiscal year commencing on or after April 1, 2024 shall be determined by the Final Issuance Star2Star Holdings will, Board or the Compensation Committee. Any bonus determined by the Board or Compensation Committee to have been earned by the Executive will be due to the Executive no later than September 30, 2023 contribute such Option Taxes, the 90th day after the Board’s or Compensation Committee’s determination. The Executive must be actively employed by the Company on its behalf and on behalf the last day of the holders fiscal year to receive a bonus for such fiscal year.
(c) Section 3(c) of Star2Star Holdings Options, to Buyer.the Existing Agreement is hereby deleted in its entirety and replaced with the following:
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Amendments to the Existing Agreement. As of the Effective Date (as defined belowin Section 3), the Existing Agreement is hereby amended or modified as follows:
(a) Schedule 2.4(hSection 1(b) of the Existing Agreement is hereby amended by deleting the second deleted in its entirety and third paragraphs and replacing them replaced with the following: Any Sangoma Common Shares that are part of The Executive shall perform and discharge faithfully the Deferred Consideration duties and responsibilities which have not previously been issued and delivered to Star2Star Holdings and may be assigned by the Optionholder as of March 27, 2023, shall be issued and delivered to Star2Star Holdings and the Optionholder Parent’s Chief Executive Officer (the “Final IssuanceCEO”) on ), the later of: Parent’s Board of Directors (i) the fifth Business Day following the effective date “Board”), or other competent authority of the registration statement Company Group (collectively, the “Supervisory Authority”), including those set forth on Form F-3 to be filed by the Company with the Securities and Exchange Commission with respect Schedule 1, to the Deferred Consideration, and (ii) such other date as mutually agreed by the parties hereto, provided that prior thereto Star2Star Holdings first delivers a certificate Executive from time to Sangoma confirming the continued accuracy of its representations and warranties in Section 4.7 of the Agreement. Star2Star Holdings also acknowledges and agrees to make all required updated filings when due under Applicable Canadian Securities Laws time in connection with the receipt conduct of the Deferred Consideration (including SEDI insider reports Company’s and early warning Parent’s business; provided in each case that such duties and responsibilities are commensurate with the duties and responsibilities of persons in similar capacities in similarly sized companies. The Executive shall report filing obligations). Upon the Final Issuance, each of Star2Star Holdings and the Optionholder shall be entitled to receive a number of such Sangoma Common Shares equal to their respective Deferred Consideration Percentage of such aggregate number of Sangoma Common Shares then being issued. Following the Final Issuance, the parties confirm and agree that there are no further Sangoma Common Shares owing to any party pursuant to the Supervisory Authority. The Executive hereby agrees that he shall at all times comply with and abide by all terms and conditions set forth in this Agreement and all applicable work policies, procedures and rules as may be issued by the Company and/or Parent. The Executive also agrees that he shall comply with all federal, state and local statutes, regulations and public ordinances governing the performance of the Agreementhis duties hereunder.
(b) Section 13.3 3(b)(i) of the Existing Agreement is hereby amended by adding deleted in its entirety and replaced with the following sentence following: Annual Incentive Award. For the fiscal year ending March 31, 2024, the Executive shall be entitled to such annual bonus opportunity as the Executive is entitled based on the Company’s policies in effect immediately prior to the end date hereof, payable in accordance with such policies. Commencing with the fiscal year beginning April 1, 2024, the provisions of this Section 3(b)(i) shall govern and the section: Notwithstanding Executive shall be entitled to an annual bonus opportunity up to 200% of his annual Base Salary, the foregoingexact amount of which shall be determined by the Board or the Board’s compensation committee (the “Compensation Committee”), payable in accordance with the terms set forth on Schedule 2. The amount of and performance criteria with respect to any such bonus for any fiscal year commencing on or after April 1, 2024 shall be determined by the Final Issuance Star2Star Holdings will, Board or the Compensation Committee. Any bonus determined by the Board or Compensation Committee to have been earned by the Executive will be due to the Executive no later than September 30, 2023 contribute such Option Taxes, the 90th day after the Board’s or Compensation Committee’s determination. The Executive must be actively employed by the Company on its behalf and on behalf the last day of the holders fiscal year to receive a bonus for such fiscal year.
(c) Section 3(c) of Star2Star Holdings Options, to Buyer.the Existing Agreement is hereby deleted in its entirety and replaced with the following:
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Amendments to the Existing Agreement. As of the Effective Date (as defined belowin Section 3), the Existing Agreement is hereby amended or modified as follows:
(a) Schedule 2.4(hSection 1(b) of the Existing Agreement is hereby amended by deleting the second deleted in its entirety and third paragraphs and replacing them replaced with the following: Any Sangoma Common Shares that are part of The Executive shall perform and discharge faithfully the Deferred Consideration duties and responsibilities which have not previously been issued and delivered to Star2Star Holdings and may be assigned by the Optionholder as of March 27, 2023, shall be issued and delivered to Star2Star Holdings and the Optionholder Parent’s Chief Executive Officer (the “Final IssuanceCEO”) on ), the later of: Parent’s Board of Directors (i) the fifth Business Day following the effective date “Board”), or other competent authority of the registration statement Company Group (collectively, the “Supervisory Authority”), including those set forth on Form F-3 to be filed by the Company with the Securities and Exchange Commission with respect Schedule 1, to the Deferred Consideration, and (ii) such other date as mutually agreed by the parties hereto, provided that prior thereto Star2Star Holdings first delivers a certificate Executive from time to Sangoma confirming the continued accuracy of its representations and warranties in Section 4.7 of the Agreement. Star2Star Holdings also acknowledges and agrees to make all required updated filings when due under Applicable Canadian Securities Laws time in connection with the receipt conduct of the Deferred Consideration (including SEDI insider reports Company’s and early warning Parent’s business; provided in each case that such duties and responsibilities are commensurate with the duties and responsibilities of persons in similar capacities in similarly sized companies. The Executive shall report filing obligations). Upon the Final Issuance, each of Star2Star Holdings and the Optionholder shall be entitled to receive a number of such Sangoma Common Shares equal to their respective Deferred Consideration Percentage of such aggregate number of Sangoma Common Shares then being issued. Following the Final Issuance, the parties confirm and agree that there are no further Sangoma Common Shares owing to any party pursuant to the Supervisory Authority. The Executive hereby agrees that he shall at all times comply with and abide by all terms and conditions set forth in this Agreement and all applicable work policies, procedures and rules as may be issued by the Company and/or Parent. The Executive also agrees that he shall comply with all federal, state and local statutes, regulations and public ordinances governing the performance of the Agreementhis duties hereunder.
(b) Section 13.3 3(b)(i) of the Existing Agreement is hereby amended deleted in its entirety and replaced with the following: Annual Incentive Award. Commencing with the Effective Date of this Agreement, the provisions of this Section 3(b)(i) shall govern and the Executive shall be entitled to an annual bonus opportunity up to 50% of his annual Base Salary, the exact amount of which shall be determined by adding the following sentence to Board or the end Board’s compensation committee (the “Compensation Committee”). The amount of and performance criteria (which includes overall Parent performance and the section: Notwithstanding achievement of objectives under this Agreement as defined by the foregoing, Board or Compensation Committee) with respect to any such bonus for any fiscal year commencing on or after April 1, 2024 shall be determined by the Final Issuance Star2Star Holdings will, Board or the Compensation Committee. Any bonus determined by the Board or Compensation Committee to have been earned by the Executive will be due to the Executive no later than September 30, 2023 contribute such Option Taxes, the 90th day after the Board’s or Compensation Committee’s determination. The Executive must be actively employed by the Company on its behalf and on behalf the last day of the holders fiscal year to receive a bonus for such fiscal year.
(c) Section 3(c) of Star2Star Holdings Options, to Buyer.the Existing Agreement is hereby deleted in its entirety and replaced with the following:
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