ARRANGEMENT AGREEMENT AMONG PRIVET FUND MANAGEMENT LLC - AND - HYTERA COMMUNICATIONS CO., LTD.IRIS HOLDINGS, INC. - AND - HYTERA PROJECTIRIS CANADA ACQUISITION CORP. - AND – NORSAT INTERNATIONAL INC. March 24,May [ ], 2017Arrangement Agreement • May 18th, 2017 • Privet Fund LP • Electronic components, nec • British Columbia
description of all applicable accelerated vesting provisions) and the expiration date. Each RSU has been granted with an exercise price no less than the fair market value of the underlying Common Shares on the date of grant. Upon any issuance of any Common Shares in accordance with the terms of the RSUs, such Common Shares will be duly authorized, validly issued, fully paid and non-assessable. All grants of RSUs were validly issued and properly approved by the Board of Directors.
PRIVET FUND LP Suite 200-B Atlanta, GA 30305 May 17, 2017Letter Agreement • May 18th, 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.
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • May 18th, 2017 • Privet Fund LP • Electronic components, nec
This Amended and Restated Joint Filing Agreement (this “Agreement”), dated as of May 15, 2017, is made by and among Privet Fund LP, a Delaware limited partnership, Privet Fund Management LLC, a Delaware limited liability company, Ryan Levenson, individually, Privet Capital Investments I, LP, a Delaware limited partnership, IRIS Holdings, LLC, a Delaware limited liability company, IRIS Holdings, Inc., a Delaware corporation, and IRIS Canada Acquisition Corp., a company incorporated under the laws of the Province of British Columbia.
