EX-99.4 5 t1700379_ex99-4.htm EXHIBIT 99.4

  

 

Exhibit 99.4

 

 

June 8, 2017

 

Privet Fund Management LLC

79 West Paces Ferry Road, Suite 200B

Atlanta, Georgia 30305

 

Attention: Mr. Ben Rosenzweig

 

Dear Ben:

 

Bank of Montreal (“BMO”)

Senior Debt Loan Commitment dated for reference

May 12, 2017 (the “BMO Senior Financing Commitment”)

 

Words and expressions used in this letter that have been defined in the BMO Senior Financing Commitment shall be interpreted in accordance with the BMO Senior Financing Commitment unless otherwise defined herein or unless the context otherwise requires.

 

BMO confirms its consent and agreement to increase the US $11.00 cash consideration per common share referred to in the definition of “Consideration” in the Arrangement Agreement, to US $11.50 cash consideration per common share.

 

Upon your acceptance of this letter as provided below, the terms of the BMO Senior Financing Commitment are hereby amended as follows:

 

(a)by deleting the Sources and Uses (USD) at page 2 and substituting the following therefor:

 

Sources $ Uses $
Excess Cash on BS 12,263 Purchase Price 69,865
Senior Revolver ($4,000M) 0    
Senior Term Debt 18,968    
Subordinated Debt 7,903    
Rolled Equity 11,676    
New Investor Equity 21,555 Transaction Costs 2,500
Total Sources 72,365 Total Uses 72,365

 

(b)by deleting paragraph 1 under Conditions Precedent (At or prior to Closing) at page 5 and substituting the following therefor:

  

“1.Minimum cash equity contribution on closing of US $33,231,000 by the Parent, comprised of roll-over equity of US $11,676,000 by Privet Fund LP, and not less than US $21,555,000 by Privet Capital Investments I, LP, with the Lead Investor as the sole general partner of each of Privet Fund LP and Privet Capital Investments I, LP, and the Borrower being a wholly owned, indirect subsidiary of Privet Fund LP and Privet Capital Investments I, LP on closing, approximately 35.1% and 64.9% respectively.

 

 

 

 

All terms and conditions of the BMO Senior Financing Commitment remain in full force and effect as amended and modified hereby.

 

If you are in agreement with the terms of this letter, please indicate your acceptance by signing and returning the enclosed copy by no later than 5 p.m., Vancouver, British Columbia time, June 16, 2017, after which if unaccepted BMO will be under no obligation to proceed with the proposed Facilities or to negotiate definitive loan documentation.

 

Yours truly,

 

BANK OF MONTREAL

 

Per: /s/ Keiju Yamasaki  
  Name: Keiju Yamasaki
  Title: Managing Director, Corporate Finance Division

 

This letter agreement is accepted on behalf of IRIS Canada Acquisition Corp. and Privet Fund Management, LLC.

 

This 9th day of June, 2017.

 

Borrower:   Lead Investor:
     
IRIS Canada Acquisition Corp.   Privet Fund Management, LLC
         
Per: /s/ Ryan Levenson   Per: /s/ Ryan Levenson
  Name: Ryan Levenson     Name: Ryan Levenson
  Title: Director     Title: Managing Member

 

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