8024 - Consent for Assignment of Contract Executed - vendor's documentNovember 29, 2024
City of Denton, Texas
Re: Contract dated November 1, 2022, by and between Maxar Intelligence, Inc. (“Maxar”) and City of Denton, Texas (“you”) (together with any other agreement between the parties, including any statements of work or purchase orders thereunder, and any amendments thereto, the “Agreement”)
To Whom It May Concern:
We are pleased to inform you that Maxar is in discussions with Vaisala Oyj and/or any of its
affiliates (“Vaisala”) for the acquisition by Vaisala of substantially all the operations and business assets of Maxar’s WeatherDesk division (the “Potential Transaction”).
Vaisala is a global leader in measurement instruments and intelligence for climate action. They equip customers with devices and data to improve resource efficiency, drive energy transition, and care for the safety and well-being of people and societies worldwide. With almost 90 years of innovation and expertise, Vaisala employs a team of over 2,300 experts committed to taking every measure for the planet. For more information please visit: www.vaisala.com.
We are extremely excited about the Potential Transaction and the opportunity for the WeatherDesk business and team to continue and grow its relationship with you following the completion
of the Potential Transaction. Subject to the parties agreeing to final terms, the Potential Transaction is expected to close prior to the end of 2024, subject to the satisfaction or waiver of customary closing conditions.
We hereby request that you kindly sign and return a copy of this letter as (i) your acknowledgement of your receipt of notice regarding the Potential Transaction, (ii) your consent to, and
approval of, the assignment of Maxar’s interest in the Agreement to Vaisala in connection with (and subject to the completion of) the Potential Transaction, (iii) your unconditional and irrevocable waiver, in this instance only, of any right of termination, default or breach of the terms of the Agreement that may be triggered by or result from the Potential Transaction and the assignment of the Agreement to Vaisala in connection therewith, and (iv) your acknowledgement and agreement that the Agreement will remain in full force and effect following the completion of the Potential Transaction; provided, however, nothing in this letter agreement extends the term of the underlying Agreement. If the Potential Transaction is not completed for any reason, this letter will be null and void and of no effect.
We wish to remind you of your continuing confidentiality obligations under the Agreement to maintain in confidence, and not to disclose to third parties, any confidential information of Maxar or its WeatherDesk business. The contents of this letter, the fact that Maxar is considering a transaction involving its WeatherDesk business, the fact that Maxar is considering or pursuing a Potential Transaction or any terms of such Potential Transaction, and any involvement by Vaisala
in discussions concerning a Potential Transaction are all deemed confidential information under the Agreement subject to such obligations. And given that Vaisala is a publicly listed company, we also wish to remind you of your obligations under applicable securities laws not to disclose to anyone
the material, non-public information relating to Vaisala described in this letter, or to buy, sell, or otherwise trade in securities of Vaisala, directly or indirectly (including through other persons or entities), on the basis of material, non-public information relating to Vaisala.
Docusign Envelope ID: 5C4700C6-7034-4F3F-BBAB-F6374D15A430
Please sign this letter where indicated below to indicate your acknowledgement of, and agreement to, the above and return the signed copy to us by email at Travis.Hartman@maxar.com as soon as possible and, in any event, by December 3, 2024. If you have any questions, please do not hesitate to contact Travis Hartman at Travis.Hartman@maxar.com.
Signature page follows.
Docusign Envelope ID: 5C4700C6-7034-4F3F-BBAB-F6374D15A430
[Signature Page to Third-Party Consent]
Sincerely,
MAXAR INTELLIGENCE INC.
By: Name: Travis Hartman Title: General Manager
Docusign Envelope ID: 5C4700C6-7034-4F3F-BBAB-F6374D15A430
[Signature Page to Third-Party Consent]
ACKNOWLEDGED, AGREED AND CONSENTED TO: CITY OF DENTON, TEXAS By: Name: Title: Date:
Docusign Envelope ID: 5C4700C6-7034-4F3F-BBAB-F6374D15A430
Purchasing Supervisor
12/6/2024
Christa Christian
Docusign Envelope ID: 5C4700C6-7034-4F3F-BBAB-F6374D15A430
Certificate Of Completion
Envelope Id: 5C4700C670344F3FBBABF6374D15A430 Status: Completed
Subject: Complete with Docusign: Assignment of Contract 8024 Consent
Source Envelope:
Document Pages: 5 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Christa Christian
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
12/6/2024 1:54:05 PM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christa Christian
christa.christian@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/6/2024 1:58:25 PM
Viewed: 12/6/2024 1:58:31 PM
Signed: 12/6/2024 1:58:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/6/2024 1:58:37 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Travis Hartman
Travis.Hartman@maxar.com
Director
Security Level: Email, Account Authentication
(None)
Sent: 12/6/2024 1:58:38 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/6/2024 1:58:25 PM
Certified Delivered Security Checked 12/6/2024 1:58:31 PM
Signing Complete Security Checked 12/6/2024 1:58:36 PM
Completed Security Checked 12/6/2024 1:58:38 PM
Payment Events Status Timestamps