North Atlantic Value LLP Waiver and Consent Regarding Repurchase of Cudd & Co. Preferred Shares by Telos Corporation
North Atlantic Value LLP consents to Telos Corporation's repurchase of Series A-1 and Series A-2 Redeemable Preferred Stock from Cudd & Co. for $430,000, including accrued dividends at a discount. North Atlantic Value LLP waives its rights to require a pro-rata redemption or dividend payment on its own preferred shares as a result of this transaction. The agreement confirms that North Atlantic Value LLP's shares and their dividends remain unaffected by the repurchase.
Exhibit 10.29
North Atlantic Value LLP A/C B
Ryder Court, 14 Ryder Street, Ground Floor
London, SW1Y 6QB
United Kingdom
To: Telos Corporation
Attn: Ms. Therese K. Hathaway
Corporate Secretary
19886 Ashburn Road
Ashburn, VA 20147
Series A-1 and Series A-2 Redeemable Preferred Stock
Dear Ms. Hathaway:
It has been brought to our attention that Cudd & Co., the holder of 61.605 shares of Series A-1 Redeemable Preferred Stock (the “Series A-1 Shares”) of Telos Corporation (the “Corporation”) and 86.247 shares of Series A-2 Redeemable Preferred Stock (the “Series A-2 Shares” and, together with the Series A-1 Shares, the “Cudd Shares”) of the Corporation has offered to sell the Cudd Shares to the Corporation for a total purchase price of $430,000, such purchase price to include all of the Cudd Shares plus all dividends accrued on the Cudd Shares, the latter at a discount of 17.5%.
We herewith waive any right that we may have, in connection with the repurchase by the Corporation of the Cudd Shares, to have (i) any or all of the outstanding shares of Series A-1 Redeemable Preferred Stock or any or all of the outstanding shares of Series A-2 Redeemable Preferred Stock held by North Atlantic Value LLP A/C B (together, the “North Atlantic Value Shares”) purchased or redeemed pro-rata pursuant to the charter of the Corporation, including without limitation Section 2(d) and Section 4(a) of each of the terms and conditions of the Series A-1 Redeemable Preferred Stock and the Series A-2 Redeemable Preferred Stock (together, the “Terms”) and (ii) any or all of the dividends accrued on the North Atlantic Value Shares declared, paid or set aside for payment pro rata pursuant to the charter of the Corporation, including without limitation Section 2(b) and Section 2(c) of each of the Terms, as a result of the payment of the dividends accrued on the Cudd Shares. We further herewith consent to the repurchase by the Corporation of the Cudd Shares. We understand that the North Atlantic Value Shares will remain outstanding following the repurchase by the Corporation of the Cudd Shares and that such repurchase will not affect dividends accrued on the North Atlantic Value Shares as of the date hereof and dividends will continue to accrue on the North Atlantic Value Shares in accordance with the Terms.
Sincerely,
