0000947871-18-000276.txt : 20180323 0000947871-18-000276.hdr.sgml : 20180323 20180323171057 ACCESSION NUMBER: 0000947871-18-000276 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 GROUP MEMBERS: CSP ALPHA GP LTD GROUP MEMBERS: CSP ALPHA INVESTMENT LP GROUP MEMBERS: CSP MANAGEMENT LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: StarTek, Inc. CENTRAL INDEX KEY: 0001031029 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 841370538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52745 FILM NUMBER: 18710923 BUSINESS ADDRESS: STREET 1: 8200 E. MAPLEWOOD AVE. STREET 2: SUITE 100 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-262-4500 MAIL ADDRESS: STREET 1: 8200 E. MAPLEWOOD AVE. STREET 2: SUITE 100 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: STARTEK, INC. DATE OF NAME CHANGE: 20130201 FORMER COMPANY: FORMER CONFORMED NAME: STARTEK INC DATE OF NAME CHANGE: 19970121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CSP ALPHA HOLDINGS PARENT PTE LTD CENTRAL INDEX KEY: 0001735306 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 160 ROBINSON ROAD, #10-01, SBF CENTER CITY: SINGAPORE STATE: U0 ZIP: 068914 BUSINESS PHONE: 65-6202-4734 MAIL ADDRESS: STREET 1: 160 ROBINSON ROAD, #10-01, SBF CENTER CITY: SINGAPORE STATE: U0 ZIP: 068914 SC 13D 1 ss85149_sc13d.htm SCHEDULE 13D
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
StarTek, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
85569C107
(CUSIP Number)
CSP Alpha Holdings Parent Pte Ltd
160 Robinson Road, #10-01, SBF Center
Singapore, 068914
Attn: Sanjay Chakrabarty
Mukesh Sharda
(65) 6202-4734
with a copy to:
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Attn: Stephen M. Besen
(212) 848-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
SCHEDULE 13D
CUSIP No. 85569C107
 
Page 2 of 9 Pages

         
(1)
Names of Reporting Persons
        
CSP Alpha Holdings Parent Pte Ltd
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  
(b)  
(3)
SEC Use Only
       
(4)
Source of Funds (See Instructions)
 
OO
(5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
(6)
Citizenship or Place of Organization
 
Singapore
Number of Shares
Beneficially
Owned by Each
Reporting person
With
(7)
Sole Voting Power
            
0
(8)
Shared Voting Power
          
4,840,717*
(9)
Sole Dispositive Power
           
0
(10)
Shared Dispositive Power
        
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
          
4,840,717*
(12)
Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
              
(13)
Percent of Class Represented by Amount in Row (11)
            
29.9%*
(14)
Type of Reporting Person (See Instructions)
           
CO
*          As more fully described in the responses to Items 3 through 6 of this Schedule 13D, pursuant to the Support Agreements (as defined in Item 3 below), based on 16,199,122 shares of StarTek Common Stock (as defined in Item 1 below) outstanding as of March 12, 2018, as disclosed by the Issuer (as defined in Item 1 below) in its Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2018, the Reporting Persons (as defined in Item 2 below) may be deemed to have shared voting power of 4,840,717 shares of StarTek Common Stock (as defined in Item 1 below), which consist of (i) 2,914,382 shares of StarTek Common Stock beneficially owned by A. Emmet Stephenson, Jr.; (ii) 1,312,907 shares of StarTek Common Stock beneficially owned by Privet Fund Management, LLC and its affiliates; and (iii) 613,428 shares of StarTek Common Stock beneficially owned by Engine Capital L.P., and other listed persons, which, in the aggregate, is equal to approximately 29.9% of the issued and outstanding shares of StarTek Common Stock as of March 12, 2018.  The Reporting Persons expressly disclaim beneficial ownership of any shares of the StarTek Common Stock covered by the Support Agreements.


 
CUSIP No. 85569C107
 
Page 3 of 9 Pages

         
(1)
Names of Reporting Persons
            
CSP Alpha Investment LP
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  
(b)  
(3)
SEC Use Only
         
(4)
Source of Funds (See Instructions)
           
OO
(5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
            
(6)
Citizenship or Place of Organization
             
Cayman Islands
Number of Shares
Beneficially
Owned by Each
Reporting person
With
(7)
Sole Voting Power
           
0
(8)
Shared Voting Power
             
4,840,717*
(9)
Sole Dispositive Power
              
0
(10)
Shared Dispositive Power
             
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
               
4,840,717*
(12)
Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
            
(13)
Percent of Class Represented by Amount in Row (11)
           
29.9%*
(14)
Type of Reporting Person (See Instructions)
             
PN
*          As more fully described in the responses to Items 3 through 6 of this Schedule 13D, pursuant to the Support Agreements, based on 16,199,122 shares of StarTek Common Stock outstanding as of March 12, 2018, as disclosed by the Issuer in its Form 10-K filed with the SEC on March 16, 2018, the Reporting Persons may be deemed to have shared voting power of 4,840,717 shares of StarTek Common Stock, which consist of (i) 2,914,382 shares of StarTek Common Stock beneficially owned by A. Emmet Stephenson, Jr.; (ii) 1,312,907 shares of StarTek Common Stock beneficially owned by Privet Fund Management, LLC and its affiliates; and (iii) 613,428 shares of StarTek Common Stock beneficially owned by Engine Capital L.P., and other listed persons, which, in the aggregate, is equal to approximately 29.9% of the issued and outstanding shares of StarTek Common Stock as of March 12, 2018.  The Reporting Persons expressly disclaim beneficial ownership of any shares of the StarTek Common Stock covered by the Support Agreements.



CUSIP No. 85569C107
 
Page 4 of 9 Pages

         
(1)
Names of Reporting Persons
            
CSP Alpha GP Limited
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)   
(b)   
(3)
SEC Use Only
            
(4)
Source of Funds (See Instructions)
            
OO
(5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
          
(6)
Citizenship or Place of Organization
             
Cayman Islands
Number of Shares
Beneficially
Owned by Each
Reporting person
With
(7)
Sole Voting Power
           
0
(8)
Shared Voting Power
            
4,840,717*
(9)
Sole Dispositive Power
           
0
(10)
Shared Dispositive Power
        
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
             
4,840,717*
(12)
Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
           
(13)
Percent of Class Represented by Amount in Row (11)
         
29.9%*
(14)
Type of Reporting Person (See Instructions)
              
CO
*          As more fully described in the responses to Items 3 through 6 of this Schedule 13D, pursuant to the Support Agreements, based on 16,199,122 shares of StarTek Common Stock outstanding as of March 12, 2018, as disclosed by the Issuer in its Form 10-K filed with the SEC on March 16, 2018, the Reporting Persons may be deemed to have shared voting power of 4,840,717 shares of StarTek Common Stock, which consist of (i) 2,914,382 shares of StarTek Common Stock beneficially owned by A. Emmet Stephenson, Jr.; (ii) 1,312,907 shares of StarTek Common Stock beneficially owned by Privet Fund Management, LLC and its affiliates; and (iii) 613,428 shares of StarTek Common Stock beneficially owned by Engine Capital L.P., and other listed persons, which, in the aggregate, is equal to approximately 29.9% of the issued and outstanding shares of StarTek Common Stock as of March 12, 2018.  The Reporting Persons expressly disclaim beneficial ownership of any shares of the StarTek Common Stock covered by the Support Agreements.


CUSIP No. 85569C107
 
Page 5 of 9 Pages

         
(1)
Names of Reporting Persons
             
CSP Management Limited
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  
(b)  
(3)
SEC Use Only
           
(4)
Source of Funds (See Instructions)
           
OO
(5)
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
               
(6)
Citizenship or Place of Organization
                  
Cayman Islands
Number of Shares
Beneficially
Owned by Each
Reporting person
With
(7)
Sole Voting Power
              
0
(8)
Shared Voting Power
              
4,840,717*
(9)
Sole Dispositive Power
            
0
(10)
Shared Dispositive Power
            
0
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
           
4,840,717*
(12)
Check Box if Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
              
(13)
Percent of Class Represented by Amount in Row (11)
               
29.9%*
(14)
Type of Reporting Person (See Instructions)
                   
CO
*          As more fully described in the responses to Items 3 through 6 of this Schedule 13D, pursuant to the Support Agreements, based on 16,199,122 shares of StarTek Common Stock outstanding as of March 12, 2018, as disclosed by the Issuer in its Form 10-K filed with the SEC on March 16, 2018, the Reporting Persons may be deemed to have shared voting power of 4,840,717 shares of StarTek Common Stock, which consist of (i) 2,914,382 shares of StarTek Common Stock beneficially owned by A. Emmet Stephenson, Jr.; (ii) 1,312,907 shares of StarTek Common Stock beneficially owned by Privet Fund Management, LLC and its affiliates; and (iii) 613,428 shares of StarTek Common Stock beneficially owned by Engine Capital L.P., and other listed persons, which, in the aggregate, is equal to approximately 29.9% of the issued and outstanding shares of StarTek Common Stock as of March 12, 2018.  The Reporting Persons expressly disclaim beneficial ownership of any shares of the StarTek Common Stock covered by the Support Agreements.



Item 1. Security and Issuer.
This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, par value $0.01 per share (the “StarTek Common Stock”), issued by StarTek, Inc., a Delaware corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 8200 E. Maplewood Ave., Suite 100, Greenwood Village, Colorado 80111.
Item 2. Identity and Background.
This Schedule 13D is being filed jointly by the following persons (collectively, the “Reporting Persons”):
(i)
CSP Alpha Holdings Parent Pte Ltd (the “Aegis Stockholder”). The Aegis Stockholder is a private limited company formed under the laws of Singapore with its principal business address at 160 Robinson Road, #10-01, SBF Center, Singapore 068914.
(ii)
CSP Alpha Investment LP (“CSP Alpha LP”).  CSP Alpha LP is a limited partnership formed under the laws of the Cayman Islands with its principal business address at Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands.
(iii)
CSP Alpha GP Limited (“CSP Alpha GP”).  CSP Alpha GP is an exempted limited company formed under the laws of the Cayman Islands with its principal business address at Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands.
(iv)
CSP Management Limited (“CSP Management”).  CSP Management is an exempted limited company formed under the laws of the Cayman Islands with its principal business address at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KYI-9008, Cayman Islands.
The Aegis Stockholder is a holding company and is wholly-owned by CSP Alpha LP.  CSP Alpha LP is a limited partnership formed to acquire Aegis (as defined below) and CSP Alpha GP is the general partner of CSP Alpha LP.  CSP Alpha GP’s principal business is to serve as the general partner for CSP Alpha LP.  CSP Alpha GP is wholly-owned by CSP Management.  CSP Management’s principal business is to serve as an investment management advisor.
Set forth on Annex A to this Schedule 13D, and incorporated herein by reference, is a list of the directors of the Reporting Persons that contains the following information with respect to each such person: (a) name, (b) business address, (c) citizenship and (d) present principal occupation.  None of the Reporting Persons have officers.
None of the Reporting Persons or the persons set forth on Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 14, 2018, the Issuer, the Aegis Stockholder, and CSP Alpha Midco Pte Ltd, a Singapore private limited company (“Aegis”), entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which the Issuer, Aegis and the Aegis Stockholder agreed to, subject to the satisfaction or waiver of the conditions described in the Transaction Agreement, among other things: (1) the sale of all of the issued and outstanding shares of the common stock of Aegis (the “Aegis Common Stock”) by the Aegis Stockholder to the Issuer; (2) the issuance of 20,600,000 shares, subject to adjustment based on the relative net debt of Aegis and the Issuer pursuant to the Transaction Agreement, of the StarTek Common Stock in consideration of such sale; (3) the amendment of the Issuer’s Restated Certificate of Incorporation, as amended from time to time, in order to effect such issuance and the other transactions contemplated by the Transaction Agreement (the “StarTek Charter Amendment”); and (4) in addition to the transactions set forth above, the purchase of additional shares of StarTek Common Stock by the Aegis Stockholder, for $10,000,000 at a price of $12.00 per share, subject to adjustment based on the relative net debt of Aegis and the Issuer (collectively, along with all other transactions contemplated by the Transaction Agreement, the “Transactions”).
 
Page 6 of 9 Pages

 
Concurrently with the execution and delivery of the Transaction Agreement, certain stockholders holding in the aggregate approximately 29.9% of the outstanding StarTek Common Stock (the “Stockholders”) each entered into a Support Agreement with the Aegis Stockholder, dated as of March 14, 2018 (collectively, the “Support Agreements”).  The Stockholders, consisting of (1) A. Emmet Stephenson, Jr., who beneficially owns 2,914,382 shares of StarTek Common Stock, (2) Privet Fund Management, LLC, which, along with its affiliates, beneficially owns 1,312,907 shares of StarTek Common Stock and (3) Engine Capital L.P., which, along with other listed persons, beneficially owns 613,428 shares of StarTek Common Stock, agreed to, among other things, vote  the combined aggregate of 4,840,717 shares of StarTek Common Stock (which shares constitute approximately 29.9% of the issued and outstanding shares of StarTek Common Stock, based on 16,199,122 shares of StarTek Common Stock outstanding as of March 12, 2018, as disclosed by the Issuer in its Form 10-K filed with the SEC on March 16, 2018) in favor of the Transactions.
Each of the Support Agreements will terminate upon the earliest to occur of (a) the closing of the Transactions, (b) the date on which the Transaction Agreement is terminated, (c) the date that the Issuer’s board changes its recommendation with respect to the requisite stockholder approvals described above, (d) the mutual written agreement of Aegis, the Aegis Stockholder and the Stockholder or (e) the making of any material amendment or modification of the Transaction Agreement that decreases the amount or changes the form of consideration to be received by the Issuer (other than in connection with any adjustments set forth in the Transaction Agreement).
Shared voting power with respect to the shares of StarTek Common Stock owned by the Stockholders may be deemed to have been acquired by the Reporting Persons through execution of the Support Agreements.  To the best of the individual and collective knowledge of the Reporting Persons, neither the Reporting Persons nor any of the persons listed in Annex A have expended any funds in connection with the execution of the Support Agreements (other than payment of the fees of Aegis and the Aegis Stockholder’s legal counsel and other professional advisors in connection with the drafting and negotiation of such agreement).  To the best of the knowledge of the Reporting Persons, none of the Stockholders were paid consideration in connection with its execution of the Support Agreements.  The Reporting Persons expressly disclaim beneficial ownership of any shares of the StarTek Common Stock covered by the Support Agreements.
The descriptions of the Transaction Agreement and the Support Agreements contained in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to such agreements.  A copy of the Transaction Agreement, listed as Exhibit 99.1 hereto, is incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 15, 2018.  Copies of the Support Agreements are attached hereto as Exhibits 99.2, 99.3 and 99.4 and are incorporated by reference herein.
Item 4. Purpose of Transaction.
Item 3 is incorporated by reference in this Item 4 as if fully set forth herein.
As described in Item 3 above, this Schedule 13D is being filed by the Reporting Persons in connection with the Transaction Agreement and the Support Agreements.  The purpose of each of the Transactions and the Transaction Agreement is for the Reporting Persons to acquire control of the Issuer.  The purpose of the Support Agreements is to facilitate the Transactions contemplated by the Transaction Agreement.
At the closing of the Transactions, (a) the Issuer will deliver certificates representing 21,433,333 shares of StarTek Common Stock, as adjusted based on the relative net debt of Aegis and the Issuer pursuant to the Transaction Agreement, to the Aegis Stockholder; (b) the Aegis Stockholder will deliver or procure to deliver (i) $10,000,000, or an amount as adjusted based on the relative net debt of Aegis and the Issuer pursuant to the Transaction Agreement, and (ii) stock certificates representing all of the shares of Aegis Common Stock, including all documents necessary to transfer good and valid title, to the Issuer.  As a result, Aegis will become a wholly-owned subsidiary of the Issuer and the Aegis Stockholder is expected to hold approximately 55.2% of the StarTek Common Stock on a fully-diluted basis using the treasury stock method.
 
Page 7 of 9 Pages

 
Consummation of the Transactions is subject to certain closing conditions, including, among other things, (a) approval by the stockholders of the Issuer of the issuance of shares of the StarTek Common Stock in the Transactions under the New York Stock Exchange (the “NYSE”) rules and the StarTek Charter Amendment; (b) the receipt of specified governmental approvals, including the termination or expiration of any waiting period applicable to the Transactions under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder; (c) the absence of any order, executive order, stay, decree, judgment or injunction (preliminary of permanent) or statute, rule or regulation that makes the consummation of the Transactions illegal, or otherwise prohibits the consummations of the Transactions; (d) approval of the Supplemental Listing Application with the NYSE with respect to the shares of the StarTek Common Stock to be issued to the Aegis Stockholder pursuant to the Transaction Agreement; and (e) entry by the Aegis Stockholder and the Issuer into a stockholders agreement providing for, among other things, (i) certain rights and obligations of the Aegis Stockholder and the Issuer as a result of the consummation of the Transactions; (ii) the management, operation and governance of the Issuer, and (iii) restrictions on certain activities in respect of the StarTek Common Stock, corporate governance, and other related corporate matters.
Immediately prior to the closing of the Transactions and pursuant to the Transaction Agreement, the Issuer will cause the Issuer’s board of directors to consist of (a) nine (9) members comprised of five (5) directors, including the chairman, designated by the Aegis Stockholder, (b) the Chief Executive Officer of the Issuer, and (c) three (3) independent directors; provided, however, that if the Aegis Stockholder and Aegis are able to obtain any waiver or consent of any relevant third party, the board of directors will consist of (a) seven (7) members comprised of four (4) directors, including the chairman and at least one (1) independent director, designated by the Aegis Stockholder, (b) the Chief Executive Officer of the Issuer, and (c) two (2) independent directors designated by the Issuer.
Except as set forth in this Schedule 13D and in connection with the Transactions described above, neither the Reporting Persons nor, to the best of the individual and collective knowledge of the Reporting Persons, any of the persons listed in Annex A have any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The responses of the Reporting Persons to rows (7) through (13) of the cover page to this Schedule 13D and Item 3 are incorporated by reference in this Item 5 as if fully set forth herein.
(a)-(b)  Other than the shared voting power of the shares of StarTek Common Stock that may be deemed to have been acquired by the Reporting Persons in connection with the Support Agreements, the Reporting Persons have not acquired and do not beneficially own any shares of StarTek Common Stock.  None of the Reporting Persons are entitled to any rights as a stockholder of the Issuer as to the shares of StarTek Common Stock covered by the Support Agreements.  This Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) or Section 13(g) of the Act, the beneficial owners of any shares of StarTek Common Stock.  The Reporting Persons expressly disclaim beneficial ownership of any shares of the StarTek Common Stock covered by the Support Agreements.
Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to the best of the individual and collective knowledge of the Reporting Persons, any of the persons listed in Annex A beneficially own any shares of StarTek Common Stock, have the right to acquire any shares of StarTek Common Stock, have any power to vote or direct the vote of any shares of StarTek Common Stock, or have any power to dispose or direct the disposition of any shares of StarTek Common Stock.
(c)  Except as set forth in this Item 5, neither the Reporting Persons nor, to the best of the individual and collective knowledge of the Reporting Persons, any of the persons listed in Annex A have effected any transactions in the shares of StarTek Common Stock during the past sixty (60) days.
 
Page 8 of 9 Pages

 
(d)  To the best of the individual and collective knowledge of the Reporting Persons, the Stockholders have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of StarTek Common Stock.
(e)  Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 3 and Item 4 are incorporated by reference in this Item 6 as if fully set forth herein.
Except as set forth in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise), by and among the Reporting Persons or any of the persons listed in Annex A, or between such persons and any person with respect to any securities of the Issuer (including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements), including, but not limited to, transfer or voting of any of the shares of StarTek Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit No.
 
Description
Exhibit 99.1
 
 
Transaction Agreement dated as of March 14, 2018, by and among StarTek, Inc., CSP Alpha Midco Pte Ltd, and CSP Alpha Holdings Parent Pte Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by StarTek, Inc. with the SEC on March 15, 2018).
Exhibit 99.2
 
Support Agreement, dated as of March 14, 2018, by and among CSP Alpha Midco Pte Ltd, CSP Alpha Holdings Parent Pte Ltd. and A. Emmet Stephenson, Jr.
Exhibit 99.3
 
Support Agreement, dated as of March 14, 2018, by and among CSP Alpha Midco Pte Ltd, CSP Alpha Holdings Parent Pte Ltd. and Privet Fund Management LLC
Exhibit 99.4
 
Support Agreement, dated as of March 14, 2018, by and among CSP Alpha Midco Pte Ltd, CSP Alpha Holdings Parent Pte Ltd. and Engine Capital, L.P.
Exhibit 99.5
 
Joint Filing Agreement, dated as of March 23, 2018, by and among the Reporting Persons
 
 
 
 
Page 9 of 9 Pages

 
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED:  March 23, 2018
CSP ALPHA HOLDINGS PARENT PTE LTD
 
       
       
 
By:
 /s/ Sanjay Chakrabarty  
   
Sanjay Chakrabarty
 
   
Director
 
       
       
 
By:
 /s/ Mukesh Sharda   
   
Mukesh Sharda
 
   
Director
 
       
       
 
CSP ALPHA INVESTMENT LP
 
 
By:
CSP Alpha GP Limited, its General Partner
 
       
       
 
By:
 /s/ Sanjay Chakrabarty   
   
Sanjay Chakrabarty
 
   
Director
 
       
       
 
By:
 /s/ Mukesh Sharda   
   
Mukesh Sharda
 
   
Director
 
       
       
 
CSP ALPHA GP LIMITED
 
       
       
 
By:
 /s/ Sanjay Chakrabarty   
   
Sanjay Chakrabarty
 
   
Director
 
       
       
 
By:
 /s/ Mukesh Sharda   
   
Mukesh Sharda
 
   
Director
 
       
       
 
CSP MANAGEMENT LIMITED
 
       
       
 
By:
 /s/ Sanjay Chakrabarty   
   
Sanjay Chakrabarty
 
   
Director
 
       
       
 
By:
 /s/ Mukesh Sharda   
   
Mukesh Sharda
 
   
Director
 
 

 
ANNEX A
List of Directors of Reporting Persons
The following sets forth the name, address, principal occupation, and citizenship of each of the directors of the Reporting Persons.

Name
Principal Business Address
Principal Occupation
Citizenship
Sanjay Chakrabarty
160 Robinson Road, #10-01,
SBF Center  Singapore, 068914
·         Director of CSP Alpha Holdings Parent Pte Ltd
            
·         Director of CSP Alpha GP Limited
                 
·         Director of CSP Management Limited
United States
Mukesh Sharda
160 Robinson Road, #10-01,
SBF Center  Singapore, 068914
·         Director of CSP Alpha Holdings Parent Pte Ltd
             
·         Director of CSP Alpha GP Limited
             
·         Director of CSP Management Limited
Singapore
Bharat Rao
160 Robinson Road, #10-01,
SBF Center  Singapore, 068914
·         Director of CSP Alpha Holdings Parent Pte Ltd
            
·         Director of CSP Alpha GP Limited
                
·         Director of CSP Management Limited
Singapore

 
 
 
 
 
 
 
 
 
 

EX-99.2 2 ss85149_ex9902.htm SUPPORT AGREEMENT (A. EMMET STEPHENSON, JR.)
Exhibit 99.2

EXECUTION VERSION
SUPPORT AGREEMENT
This Support Agreement (this “Agreement”) is entered into as of March 14, 2018 among CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company (the “Stockholder” or “Parent”), CSP Alpha Midco Pte Ltd, a Singapore private limited company and a direct wholly owned subsidiary of the Parent (“Private Company”), and A. Emmet Stephenson, Jr. (the “StarTek Holder”).  Capitalized terms used herein that are not defined shall have the meanings set forth in the Transaction Agreement.
RECITALS
WHEREAS, concurrently with the execution and delivery of this Agreement, StarTek, Inc., a Delaware corporation (“Public Company”), Private Company and the Parent are entering into a Transaction Agreement (as the same may be amended or supplemented, the “Transaction Agreement”), pursuant to which, among other things:
(i)           the Parent shall sell to Public Company, and Public Company shall purchase from the Parent, all of the shares of Private Company Common Stock;
(ii)          in consideration of such sale and purchase, Public Company shall issue and deliver to the Parent or its designee, 20,600,000 shares of Public Company Common Stock, as may be adjusted pursuant to the Transaction Agreement;
(iii)         in order to effect such issuance and the other transactions contemplated by the Transaction Agreement, Public Company shall effectuate the Public Company Charter Amendment; and
(iv)         in addition to the transactions set forth above, the purchase of additional shares of Public Company Common Stock (as defined herein) by the Stockholder, for ten million US dollars (US$10,000,000), as may be adjusted pursuant to the Transaction Agreement;
in each case, on the terms and subject to the conditions set forth in the Transaction Agreement (collectively, along with all other transactions contemplated by the Transaction Agreement, the “Transactions”);
WHEREAS, the StarTek Holder owns beneficially (as such term is defined in Rule 13d-3 of under the Exchange Act) the number of shares of Public Company Common Stock set forth on Annex A hereto (such securities, as they may be adjusted by stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by Public Company, together with securities of Public Company that may be acquired after the date hereof by such StarTek Holder are collectively referred to herein as the “Securities”);
WHEREAS, receipt of the Public Company Stockholder Approval is a condition to the consummation of the Transactions; and
 

 
WHEREAS, as a condition and inducement to Private Company’s and the Parent’s willingness to enter into the Transaction Agreement, the StarTek Holder has agreed to enter into, be legally bound by and perform this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1.          Covenants of the StarTek Holder.  The StarTek Holder agrees as follows:
(a)          The StarTek Holder shall not, directly or indirectly, (i) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement, or (ii) take any other action that would in any way make any representation or warranty of such StarTek Holder herein untrue or incorrect in any material respect or otherwise restrict, limit or interfere in any material respect with the performance of such StarTek Holder’s obligations hereunder or the Transactions.  If with respect to a privately negotiated transaction the StarTek Holder sells, transfers, pledges, assigns or otherwise encumbers or disposes of, or enters into any agreement, option or, except for this Agreement, other arrangement (including any profit sharing agreement) or understanding with respect to, any of the Securities, the StarTek Holder shall use reasonable best efforts to cause such transferee or applicable counterparty to agree in a writing reasonably acceptable to the Parent to be bound by the terms and conditions of this Agreement.
(b)          At any meeting of the stockholders of Public Company called to vote upon the Transactions and the Transaction Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Transactions and the Transaction Agreement, the StarTek Holder shall vote, or cause to be voted, in person or by proxy, all of the Securities beneficially owned by it on the record date of such action in favor of the Transactions, including the Public Company Voting Proposal and the Public Company Charter Amendment (which, for the avoidance of doubt, shall include the renouncement of the corporate opportunity doctrine in accordance with Section 122(17) of the DGCL with respect to specified directors, including any directors appointed by the Stockholder); provided that, for the avoidance of doubt, in the event that the StarTek Holder has transferred all or any portion of its Securities after the applicable record date in accordance with this Agreement, the StarTek Holder shall vote, or cause to be voted, any such Securities in a manner consistent with this Section 1(b) as the beneficial owner of the transferred Securities as of the applicable record date.
(c)          Except as otherwise set forth in Sections 1(c)(e) of this Agreement, the StarTek Holder shall not, and shall instruct and use its reasonable best efforts to cause its Representatives not to, directly or indirectly:
(i)          solicit, seek or initiate or knowingly take any action to facilitate (including by way of furnishing information) or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Alternative Proposal;
 
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(ii)          enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Alternative Proposal, or furnish to any Person any non-public information or afford any Person other than Private Company access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any Alternative Proposal; provided, however, that nothing in this Section 1(c) shall prevent the StarTek Holder or its Representatives from referring a Person to this Section 1(c); or
(iii)         otherwise facilitate any effort or attempt to make an Alternative Proposal, or any inquiries, proposals or offers that would reasonably be expected to lead to an Alternative Proposal.
It is understood and agreed that any violation of the restrictions in Sections 1(c)(e) (or action that, if taken by the StarTek Holder, would constitute such a violation) by any Representative of the StarTek Holder shall be deemed a breach of Sections 1(c)(e) by the StarTek Holder.  Notwithstanding the foregoing, solely to the extent Public Company is permitted to take actions in compliance with or as contemplated by the last paragraph of Section 6.1(a) of the Transaction Agreement, the StarTek Holder may also take such permitted actions, including to review any Alternative Proposal and to discuss and confirm to Public Company the willingness of the StarTek Holder to support and sign a voting agreement in the event of any termination of the Transaction Agreement in connection with such Alternative Proposal.
(d)          The StarTek Holder shall, and shall cause its Representatives to, terminate and cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to an Alternative Proposal; provided, however, that the foregoing shall not in any way limit or modify the rights of any party hereto under the other provisions of Sections 1(c)(e) of this Agreement.
(e)          The StarTek Holder shall vote, or cause to be voted, in person or by proxy, its Securities against (i) any Alternative Proposal and (ii) any action, proposal, transaction or agreement (A) which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of the Parent’s, Public Company’s or Private Company’s conditions under the Transaction Agreement or change in any manner the voting rights of any security of Public Company (including by any amendments to Public Company’s certificate of incorporation or bylaws other than the Public Company Charter Amendment) and (B) of which the Parent has notified the StarTek Holder of such effect prior to the date such vote is taken.
2.          [Intentionally Omitted.]
3.          Representations and Warranties of the StarTek Holder.  The StarTek Holder hereby represents and warrants to the Parent and Private Company as follows:
(a)          The StarTek Holder has all requisite power and authority to execute and deliver this Agreement and to perform such StarTek Holder’s obligations under this Agreement.
 
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The execution, delivery and performance of this Agreement have been duly authorized by such StarTek Holder.  This Agreement has been duly executed and delivered by the StarTek Holder and, assuming this Agreement constitutes a valid and binding obligation of the Parent and Private Company, constitutes a valid and binding obligation of such StarTek Holder enforceable against such StarTek Holder in accordance with its terms, subject to(i)laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  The failure of the spouse, if any, of such StarTek Holder to be a party or signatory to this Agreement shall not (x) prevent such StarTek Holder from performing such StarTek Holder’s obligations contemplated hereunder or (y) prevent this Agreement from constituting the legal, valid and binding obligation of such StarTek holder in accordance with its terms.
(b)          The Securities and the certificates (or any book-entry notations used to represent any uncertificated shares of Public Company Common Stock) representing the Securities are now, and at all times during the term hereof will be, held by such StarTek Holder, or by a nominee or custodian for the benefit of such StarTek Holder, and such StarTek Holder has title to the Securities, free and clear of any Liens (including voting trusts and voting commitments), except as provided by this Agreement.  As of the date of this Agreement, such StarTek Holder owns of record or beneficially no shares of Public Company Common Stock, preferred stock or other equity interests in the Company, other than the Securities set forth across from such StarTek Holder’s name on Annex A hereto.  Such StarTek Holder has full power to vote the Securities to the extent required hereby.  Neither the StarTek Holder nor any of the Securities is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of the Securities, except as otherwise contemplated by this Agreement or the Transaction Agreement.
(c)          (i) Except for such filings as may be required under the Exchange Act, no filing with, no permit, authorization, consent or approval of, and no notification to, any Governmental Entity is necessary on the part of the StarTek Holder for the execution and delivery of this Agreement by such StarTek Holder and the performance by such StarTek Holder of such StarTek Holder’s obligations under this Agreement and (ii) neither the execution and delivery of this Agreement by such StarTek Holder nor the performance by such StarTek Holder of such StarTek Holder’s obligations under this Agreement nor compliance by such StarTek Holder with any of the provisions hereof shall (i) result in the creation of a Lien on any of the Securities, (ii) violate any agreement or Law applicable to such StarTek Holder or any of the Securities, except in the case of (i) or (ii) for violations, breaches or defaults that would not in the aggregate prevent, impair or materially delay the ability of such StarTek Holder to perform its obligations hereunder.
(d)          The StarTek Holder understands and acknowledges that the Parent and Private Company are entering into the Transaction Agreement in reliance upon such StarTek Holder’s execution and delivery of this Agreement.
(e)          None of the information relating to such StarTek Holder and its affiliates provided by or on behalf of such StarTek Holder or its affiliates for inclusion in the Proxy Statement will, at the respective times that the Proxy Statement is filed with the SEC or is first mailed to the holders of the Public Company Common Stock, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 
 
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The StarTek Holder authorizes and agrees to permit the Parent and Private Company to publish and disclose in the Proxy Statement and any related filings under the securities laws of the United States or any state thereof such StarTek Holder’s identity and ownership of Securities and the nature of its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.
(f)           There is no action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the StarTek Holder, threatened in writing against the StarTek Holder before any Governmental Entity that, if adversely determined against the StarTek Holder, would, or would reasonably be expected to, prevent, impair or materially delay the ability of the StarTek Holder to perform its obligations hereunder.
4.          Representations and Warranties of the Parent and Private Company.  The Parent and Private Company hereby jointly and severally represent and warrant to the StarTek Holder as follows:  the Parent and Private Company have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution, delivery and performance of this Agreement by the Parent and Private Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Parent and Private Company; and this Agreement has been duly executed and delivered by the Parent and Private Company and, assuming this Agreement constitutes a valid and binding obligation of the StarTek Holder, constitutes a valid and binding obligation of the Parent and Private Company enforceable against each of them in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
5.          Further Assurances.  The StarTek Holder will, from time to time, execute and deliver, or cause to be executed and delivered, in each case without further consideration, such additional or further transfers, assignments, endorsements, consents and other instruments as the Parent may reasonably request for the purpose of effectively carrying out such StarTek Holder’s obligations under this Agreement.  The Parent agrees to take, or cause to be taken all actions reasonably necessary to comply promptly with all legal requirements that may be imposed with respect to the transactions contemplated by this Agreement.
6.          Assignment; Binding Effect.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties and any such assignment without such prior written consent shall be null and void, except that the Parent may assign all or any of its rights and obligations hereunder to any affiliate of the Parent, but no such assignment shall relieve Parent of any of its obligations under this Agreement if the applicable assignee does not perform such obligations.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.
 
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7.          Termination.  This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur (such date, the “Termination Date”) of (i) the Closing, (ii) the date on which the Transaction Agreement is terminated in accordance with its terms, (iii) the date of any Public Company Board Recommendation Change, (iv) the making of any material change, by amendment, waiver or other modification to any provision of the Transaction Agreement that decreases the amount or changes the form of consideration to be received by Public Company (other than in connection with any adjustments set forth in the Transaction Agreement as of the date hereof), or (v) the mutual written agreement of the parties to terminate this Agreement.  In the event of termination of this Agreement pursuant to this Section 7, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that no such termination will relieve any party hereto from any liability for any willful breach of this Agreement occurring prior to such termination.
8.          StarTek Holder Capacity.  Notwithstanding anything to the contrary in this Agreement, the parties acknowledge that (a) the StarTek Holder is entering into this Agreement solely in such StarTek Holder’s capacity as a record and/or beneficial owner of the Public Company Common Stock and not in such StarTek Holder’s capacity as a director, officer or employee of Public Company (if applicable) or in such StarTek Holder’s capacity as a trustee or fiduciary of any Public Company Equity Plans and (b) nothing in this Agreement is intended to restrict or affect any action or inaction of such StarTek Holder or any representative of such StarTek Holder, as applicable, serving on the Public Company Board or on the board of directors of any Subsidiary of Public Company or as an officer or fiduciary of Public Company or any Subsidiary of Public Company, acting in such person’s capacity as a director, officer, employee or fiduciary of Public Company or any Subsidiary of Public Company.
9.          General Provisions.
(a)          Fees and Expenses.  Except as otherwise set forth in the Transaction Agreement, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expense, whether or not the Transactions are consummated.
(b)          Extension; Waiver.  At any time prior to the Closing, any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any obligation or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained herein.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.  Such extension or waiver shall not apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any agreement or condition, as the case may be, other than that which is specified in the extension or waiver.  The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
(c)          Notices.  All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable overnight courier service, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by facsimile or electronic mail, in each case to the intended recipient as set forth below:
 
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If to the Parent or Private Company, to:
CSP Alpha Holdings Parent Pte Ltd
or CSP Alpha Midco Pte Ltd, as applicable
c/o Capital Square Partners Pte Ltd
SBF Center, # 10-01
160 Robinson Road, Singapore 068914
Attn:
Sanjay Chakrabarty
Email:
sanjay@capitalsquarepartners.com
  Facsimile:
+ 65 6491 5902
with a copy (which shall not constitute notice) to:
Shearman & Sterling LLP
6 Battery Road
#25-03 Singapore 049909
Attn:
Sidharth Bhasin, Esq.
E-mail:
sidharth.bhasin@shearman.com
  Facsimile:
+65 6230 3899
and
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Attn:
Stephen M. Besen, Esq.
E-mail:
stephen.besen@shearman.com
  Facsimile:
+1 212 848 7179
If to the StarTek Holder:
A. Emmet Stephenson, Jr.
400 Nevada Way
Boulder City, NV 89005
Email:  emmet@great.net
Any party hereto may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, or ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended.  Any party hereto may change the address to which notices and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner herein set forth.
 
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(d)          Interpretation.  Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement:  (i) “either” and “or” are not exclusive and “include”, “includes” and “including” shall be deemed in each case to be followed by the words “without limitation”; (ii) “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) “date hereof” refers to the date set forth in the preamble of this Agreement; (iv) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (v) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement; (vi) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (vii) references to a Person are also to its permitted successors and assigns; (viii) references to a “Section” or an “Annex” refer to a Section or an Annex to this Agreement; (ix) references to “$,” “US$,” or otherwise to dollar amounts refer to the lawful currency of the United States; (x) references to a federal, state, local or foreign statute or law include any rules, regulations and delegated legislation issued thereunder; and (xi) references to a communication by a regulatory agency include a communication by the staff of such regulatory agency.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party hereto.  No summary of this Agreement prepared by any party shall affect the meaning or interpretation of this Agreement.
(e)          Counterparts and Signature.  This Agreement may be executed in two or more counterparts (including by facsimile or by an electronic scan delivered by electronic mail), each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart.  This Agreement may be executed and delivered by facsimile or by an electronic scan delivered by electronic mail.
(f)          Entire Agreement; Amendment. This Agreement (including the Annex hereto and any documents and instruments referred to herein) taken together with the Transaction Agreement, constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof, and the parties hereto specifically disclaim reliance on any such prior understandings, agreements or representations to the extent not embodied in this Agreement.  This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.
(g)          No Third Party Beneficiaries.  This Agreement is not intended to, and shall not, confer upon any Person other than the parties hereto any rights or remedies hereunder.
(h)          No Partnership, Agency, or Joint Venture.  This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto.
 
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(i)          Governing Law.  This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdictions other than those of the State of Delaware.
(j)          Submission to Jurisdiction.  Each of the parties hereto (i) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court, and (v) waives any right to trial by jury with respect to any action related to or arising out of this Agreement.  Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto.  Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9(c) above.  Nothing in this Section 9(j), however, shall affect the right of any Person to serve legal process in any other manner permitted by law.
(k)           Severability.  Any term or provision (or part thereof) of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions (or parts thereof) hereof or the validity or enforceability of the offending term or provision (or part thereof) in any other situation or in any other jurisdiction.  If the final judgment of a court of competent jurisdiction declares that any term or provision (or part thereof) hereof is invalid or unenforceable, the court making such determination shall have the power to limit the term or provision (or part thereof), to delete specific words or phrases, or to replace any invalid or unenforceable term or provision (or part thereof) with a term or provision (or part thereof) that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision (or part thereof), and this Agreement shall be enforceable as so modified.  In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto shall replace such invalid or unenforceable term or provision (or part thereof) with a valid and enforceable term or provision (or part thereof) that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term (or part thereof).
(l)          Remedies; Specific Performance.  Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Person will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Person, and the exercise by a Person of any one remedy will not preclude the exercise of any other remedy.  Irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, as money damages or other legal remedies would not be an adequate remedy for any such damages.  Accordingly, in the event of any breach or threatened breach by the StarTek Holder, on the one hand,
 
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and Private Company or the Parent, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, Private Company and the Parent, on the one hand, and the StarTek Holder, on the other hand, shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement, by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement, in each case without posting a bond or other security.  No party hereto shall raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by Private Company or the Parent, or to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Private Company or the Parent under this Agreement.
[Signature pages follow]
 
 
 
 
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
CSP ALPHA HOLDINGS PARENT PTE LTD
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
 
Name:
Sanjay Chakrabarty
 
 
Title:
Director
 
       
       
 
By:
/s/ Mukesh Sharda  
 
Name:
Mukesh Sharda
 
 
Title:
Director
 
 
 
 
 
 

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
CSP ALPHA MIDCO PTE LTD
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
 
Name:
Sanjay Chakrabarty
 
 
Title:
Director
 
       
 
By:
/s/ Mukesh Sharda  
 
Name:
Mukesh Sharda
 
 
Title:
Director
 

 
 
 
 
 

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
A. EMMET STEPHENSON, JR.
 
       
  /s/ A. Emmet Stephenson, Jr.  
       


 
 
 
 
 
 
 
 
 
 

EX-99.3 3 ss85149_ex9903.htm SUPPORT AGREEMENT (PRIVET FUND MANAGEMENT LLC)
Exhibit 99.3
 
CONFIDENTIAL
SUPPORT AGREEMENT
This Support Agreement (this “Agreement”) is entered into as of March 14, 2018 among CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company (the “Stockholder” or “Parent”), CSP Alpha Midco Pte Ltd, a Singapore private limited company and a direct wholly owned subsidiary of the Parent (“Private Company”), and Privet Fund Management LLC, a Delaware limited liability company (“Privet”, on behalf of itself and the entities listed under Schedule A hereto).  Capitalized terms used herein that are not defined shall have the meanings set forth in the Transaction Agreement.
RECITALS
WHEREAS, concurrently with the execution and delivery of this Agreement, StarTek, Inc., a Delaware corporation (“Public Company”), Private Company and the Parent are entering into a Transaction Agreement (as the same may be amended or supplemented, the “Transaction Agreement”), pursuant to which, among other things:
(i)          the Parent shall sell to Public Company, and Public Company shall purchase from the Parent, all of the shares of Private Company Common Stock;
(ii)         in consideration of such sale and purchase, Public Company shall issue and deliver to the Parent or its designee, 20,600,000 shares of Public Company Common Stock, as may be adjusted for stock splits, consolidation and other similar corporate events;
(iii)        in order to effect such issuance and the other transactions contemplated by the Transaction Agreement, Public Company shall effectuate the Public Company Charter Amendment; and
(iv)        in addition to the transactions set forth above, the purchase of additional shares of Public Company Common Stock (as defined herein) by the Stockholder, for ten million US dollars (US$10,000,000), as may be adjusted pursuant to the Transaction Agreement;
in each case, on the terms and subject to the conditions set forth in the Transaction Agreement (collectively, along with all other transactions contemplated by the Transaction Agreement, the “Transactions”);
WHEREAS, Privet owns beneficially (as such term is defined in Rule 13d-3 of under the Exchange Act) the number of shares of Public Company Common Stock set forth on Annex A hereto (such securities, as they may be adjusted by stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by Public Company, together with securities of Public Company that may be acquired after the date hereof by Privet are collectively referred to herein as the “Securities”);
WHEREAS, receipt of the Public Company Stockholder Approval is a condition to the consummation of the Transactions; and
 

 
WHEREAS, as a condition and inducement to Private Company’s and the Parent’s willingness to enter into the Transaction Agreement, Privet has agreed to enter into, be legally bound by and perform this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1.          Covenants of Privet.  Privet agrees as follows:
(a)          Privet shall not, directly or indirectly, (i) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement, or (ii) take any other action that would in any way make any representation or warranty of Privet herein untrue or incorrect in any material respect or otherwise restrict, limit or interfere in any material respect with the performance of Privet’s obligations hereunder or the Transactions.  Privet shall also covenant to not, directly or indirectly, sell, transfer, pledge, assign or otherwise encumber or dispose of, or enter into any agreement, option or, except for this Agreement, other arrangement (including any profit sharing agreement) or understanding with respect to, any of the Securities, other than by operation of law or to any of its Affiliates, and in each case, the Securities shall continue to be bound by this Agreement, and each transferee thereof shall agree in a writing reasonably acceptable to the Parent to be bound by the terms and conditions of this Agreement.  For the avoidance of doubt, nothing in this Agreement shall restrict any direct or indirect transfers of any equity interests in Privet.
(b)          At any meeting of the stockholders of Public Company called to vote upon the Transactions and the Transaction Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Transactions and the Transaction Agreement, Privet shall vote, or cause to be voted, in person or by proxy, all of the Securities beneficially owned by it on the record date of such action in favor of the Transactions, including the Public Company Voting Proposal and the Public Company Charter Amendment (which, for the avoidance of doubt, shall include the renouncement of the corporate opportunity doctrine in accordance with Section 122(17) of the DGCL with respect to specified directors, including any directors appointed by the Stockholder).
(c)          Except as otherwise set forth in Sections 1(c)(e) of this Agreement, Privet shall not, and shall instruct and use its reasonable best efforts to cause its Representatives not to, directly or indirectly:
(i)          solicit, seek or initiate or knowingly take any action to facilitate (including by way of furnishing information) or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Alternative Proposal;
 
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(ii)          enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Alternative Proposal, or furnish to any Person any non-public information or afford any Person other than Private Company access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any Alternative Proposal; provided, however, that nothing in this Section 1(c) shall prevent Privet or its Representatives from referring a Person to this Section 1(c); or
(iii)          otherwise facilitate any effort or attempt to make an Alternative Proposal, or any inquiries, proposals or offers that would reasonably be expected to lead to an Alternative Proposal.
It is understood and agreed that any violation of the restrictions in Sections 1(c)(e) (or action that, if taken by Privet, would constitute such a violation) by any Representative of Privet shall be deemed a breach of Sections 1(c)(e) by Privet.  Notwithstanding the foregoing, solely to the extent Public Company is permitted to take actions in compliance with or as contemplated by the last paragraph of Section 6.1(a) of the Transaction Agreement, Privet may also take such permitted actions, including to review any Alternative Proposal and to discuss and confirm to Public Company the willingness of Privet to support and sign a voting agreement in the event of any termination of the Transaction Agreement in connection with such Alternative Proposal.
(d)          Privet shall, and shall cause its Representatives to, terminate and cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to an Alternative Proposal; provided, however, that the foregoing shall not in any way limit or modify the rights of any party hereto under the other provisions of Sections 1(c)(e) of this Agreement.
(e)          Privet shall vote, or cause to be voted, in person or by proxy, its Securities against (i) any Alternative Proposal and (ii) any action, proposal, transaction or agreement (A) which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of the Parent’s, Public Company’s or Private Company’s conditions under the Transaction Agreement or change in any manner the voting rights of any security of Public Company (including by any amendments to Public Company’s certificate of incorporation or bylaws other than the Public Company Charter Amendment) and (B) of which the Parent has notified Privet of such effect prior to the date such vote is taken.
2.          [Intentionally Omitted.]
3.          Representations and Warranties of Privet.  Privet hereby represents and warrants to the Parent and Private Company as follows:
(a)          Privet has all requisite power and authority to execute and deliver this Agreement and to perform Privet’s obligations under this Agreement.  The execution, delivery and performance of this Agreement have been duly authorized by Privet.  This Agreement has been duly executed and delivered by Privet and, assuming this Agreement constitutes a valid and binding obligation of the Parent and Private Company, constitutes a valid and binding obligation of Privet enforceable against Privet in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
 
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(b)          The Securities and the certificates (or any book-entry notations used to represent any uncertificated shares of Public Company Common Stock) representing the Securities are now, and at all times during the term hereof will be, held by Privet, or by a nominee or custodian for the benefit of Privet, and Privet has title to the Securities, free and clear of any Liens (including voting trusts and voting commitments), except as provided by this Agreement.  As of the date of this Agreement, Privet owns of record or beneficially no shares of Public Company Common Stock, preferred stock or other equity interests in the Company, other than the Securities set forth across from Privet’s name on Annex A hereto.  Privet has full power to vote the Securities to the extent required hereby.  Neither Privet nor any of the Securities is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of the Securities, except as otherwise contemplated by this Agreement or the Transaction Agreement.
(c)          (i) Except for such filings as may be required under the Exchange Act, no filing with, no permit, authorization, consent or approval of, and no notification to, any Governmental Entity is necessary on the part of Privet for the execution and delivery of this Agreement by Privet and the performance by Privet of Privet’s obligations under this Agreement and (ii) neither the execution and delivery of this Agreement by Privet nor the performance by Privet of Privet’s obligations under this Agreement nor compliance by Privet with any of the provisions hereof shall (i) result in the creation of a Lien on any of the Securities, (ii) violate any agreement or Law applicable to Privet or any of the Securities, except in the case of (i) or (ii) for violations, breaches or defaults that would not in the aggregate prevent, impair or materially delay the ability of Privet to perform its obligations hereunder.
(d)          Privet understands and acknowledges that the Parent and Private Company are entering into the Transaction Agreement in reliance upon Privet’s execution and delivery of this Agreement.
(e)          None of the information relating to Privet and its affiliates provided by or on behalf of Privet or its affiliates for inclusion in the Proxy Statement will, at the respective times that the Proxy Statement is filed with the SEC or is first mailed to the holders of the Public Company Common Stock, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  Privet authorizes and agrees to permit the Parent and Private Company to publish and disclose in the Proxy Statement and any related filings under the securities laws of the United States or any state thereof Privet’s identity and ownership of Securities and the nature of its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.
(f)          There is no action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of Privet, threatened in writing against Privet before any Governmental Entity that, if adversely determined against Privet, would, or would reasonably be expected to, prevent, impair or materially delay the ability of Privet to perform its obligations hereunder.
 
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4.          Representations and Warranties of the Parent and Private Company.  The Parent and Private Company hereby jointly and severally represent and warrant to Privet as follows:  the Parent and Private Company have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution, delivery and performance of this Agreement by the Parent and Private Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Parent and Private Company; and this Agreement has been duly executed and delivered by the Parent and Private Company and, assuming this Agreement constitutes a valid and binding obligation of Privet, constitutes a valid and binding obligation of the Parent and Private Company enforceable against each of them in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
5.          Further Assurances.  Privet will, from time to time, execute and deliver, or cause to be executed and delivered, in each case without further consideration, such additional or further transfers, assignments, endorsements, consents and other instruments as the Parent may reasonably request for the purpose of effectively carrying out Privet’s obligations under this Agreement.  The Parent agrees to take, or cause to be taken all actions reasonably necessary to comply promptly with all legal requirements that may be imposed with respect to the transactions contemplated by this Agreement.
6.          Assignment; Binding Effect.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties and any such assignment without such prior written consent shall be null and void, except that the Parent may assign all or any of its rights and obligations hereunder to any affiliate of the Parent, but no such assignment shall relieve Parent of any of its obligations under this Agreement if the applicable assignee does not perform such obligations.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.
 
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7.          Termination.  This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur (such date, the “Termination Date”) of (i) the Closing, (ii) the date on which the Transaction Agreement is terminated in accordance with its terms, (iii) the date of any Public Company Board Recommendation Change, (iv) the making of any material change, by amendment, waiver or other modification to any provision of the Transaction Agreement that decreases the amount or changes the form of consideration to be received by Public Company (other than in connection with any adjustments set forth in the Transaction Agreement as of the date hereof), or (v) the mutual written agreement of the parties to terminate this Agreement.  In the event of termination of this Agreement pursuant to this Section 7, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that no such termination will relieve any party hereto from any liability for any willful breach of this Agreement occurring prior to such termination.
8.          Privet Capacity.  Notwithstanding anything to the contrary in this Agreement, the parties acknowledge that (a) Privet is entering into this Agreement solely in Privet’s capacity as a record and/or beneficial owner of the Public Company Common Stock and not in Privet’s capacity as a director, officer or employee of Public Company (if applicable) or in Privet’s capacity as a trustee or fiduciary of any Public Company Equity Plans and (b) nothing in this Agreement is intended to restrict or affect any action or inaction of Privet or any representative of Privet, as applicable, serving on the Public Company Board or on the board of directors of any Subsidiary of Public Company or as an officer or fiduciary of Public Company or any Subsidiary of Public Company, acting in such person’s capacity as a director, officer, employee or fiduciary of Public Company or any Subsidiary of Public Company.
9.          General Provisions.
(a)          Fees and Expenses.  Except as otherwise set forth in the Transaction Agreement, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expense, whether or not the Transactions are consummated.
(b)          Extension; Waiver.  At any time prior to the Closing, any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any obligation or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained herein.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.  Such extension or waiver shall not apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any agreement or condition, as the case may be, other than that which is specified in the extension or waiver.  The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
(c)          Notices.  All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable overnight courier service, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by facsimile or electronic mail, in each case to the intended recipient as set forth below:
 
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If to the Parent or Private Company, to:
CSP Alpha Holdings Parent Pte Ltd
or CSP Alpha Midco Pte Ltd, as applicable
c/o Capital Square Partners Pte Ltd
SBF Center, # 10-01
160 Robinson Road, Singapore 068914
  Attn:
Sanjay Chakrabarty
  Email:
sanjay@capitalsquarepartners.com
  Facsimile:
+ 65 6491 5902
with a copy (which shall not constitute notice) to:
Shearman & Sterling LLP
6 Battery Road
#25-03 Singapore 049909
  Attn:
Sidharth Bhasin, Esq.
  E-mail:
sidharth.bhasin@shearman.com
  Facsimile:
+65 6230 3899
and
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
  Attn:
Stephen M. Besen, Esq.
  E-mail:
stephen.besen@shearman.com
  Facsimile:
+1 212 848 7179
If to Privet:
Privet Fund Management LLC
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305
  Attn:
Ben Rosenzweig
  Email:
ben@privetfund.com
  Fax:
+1 404 467 6101
 
Any party hereto may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, or ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended.  Any party hereto may change the address to which notices and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner herein set forth.
 
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(d)          Interpretation.  Except  where  expressly  stated  otherwise  in  this Agreement, the following rules of interpretation apply to this Agreement:  (i) “either” and “or” are not exclusive and “include”, “includes” and “including” shall be deemed in each case to be followed by the words “without limitation”; (ii) “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) “date hereof” refers to the date set forth in the preamble of this Agreement; (iv) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (v) descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement; (vi) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (vii) references to a Person are also to its permitted successors and assigns; (viii) references to a “Section” or an “Annex” refer to a Section or an Annex to this Agreement; (ix) references to “$,” “US$,” or otherwise to dollar amounts refer to the lawful currency of the United States; (x) references to a federal, state, local or foreign statute or law include any rules, regulations and delegated legislation issued thereunder; and (xi) references to a communication by a regulatory agency include a communication by the staff of such regulatory agency.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party hereto.  No summary of this Agreement prepared by any party shall affect the meaning or interpretation of this Agreement.
(e)          Counterparts and Signature.  This Agreement may be executed in two or more counterparts (including by facsimile or by an electronic scan delivered by electronic mail), each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart.  This Agreement may be executed and delivered by facsimile or by an electronic scan delivered by electronic mail.
(f)           Entire Agreement; Amendment.  This Agreement (including the Annex hereto and any documents and instruments referred to herein) taken together with the Transaction Agreement, constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof, and the parties hereto specifically disclaim reliance on any such prior understandings, agreements or representations to the extent not embodied in this Agreement.  This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.
(g)          No Third Party Beneficiaries.  This Agreement is not intended to, and shall not, confer upon any Person other than the parties hereto any rights or remedies hereunder.
 
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(h)          No Partnership, Agency, or Joint Venture.  This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto.
(i)           Governing Law.  This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdictions other than those of the State of Delaware.
(j)           Submission to Jurisdiction.  Each of the parties hereto (i) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court, and (v) waives any right to trial by jury with respect to any action related to or arising out of this Agreement.  Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto.  Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9(c) above.  Nothing in this Section 9(j), however, shall affect the right of any Person to serve legal process in any other manner permitted by law.
(k)          Severability.  Any term or provision (or part thereof) of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions (or parts thereof) hereof or the validity or enforceability of the offending term or provision (or part thereof) in any other situation or in any other jurisdiction.  If the final judgment of a court of competent jurisdiction declares that any term or provision (or part thereof) hereof is invalid or unenforceable, the court making such determination shall have the power to limit the term or provision (or part thereof), to delete specific words or phrases, or to replace any invalid or unenforceable term or provision (or part thereof) with a term or provision (or part thereof) that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision (or part thereof), and this Agreement shall be enforceable as so modified.  In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto shall replace such invalid or unenforceable term or provision (or part thereof) with a valid and enforceable term or provision (or part thereof) that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term (or part thereof).
(l)           Remedies; Specific Performance.  Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Person will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Person, and the exercise by a Person of any one remedy will not preclude the exercise of any other remedy. 
 
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Irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, as money damages or other legal remedies would not be an adequate remedy for any such damages.  Accordingly, in the event of any breach or threatened breach by Privet, on the one hand, and Private Company or the Parent, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, Private Company and the Parent, on the one hand, and Privet, on the other hand, shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement, by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement, in each case without posting a bond or other security.  No party hereto shall raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by Private Company or the Parent, or to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Private Company or the Parent under this Agreement.
[Signature pages follow]
 
 
 
 
 
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 
CSP ALPHA HOLDINGS PARENT PTE LTD
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
 
Name:
Sanjay Chakrabarty
 
 
Title:
Director
 
       
       
 
By:
/s/ Mukesh Sharda  
 
Name:
Mukesh Sharda
 
 
Title:
Director
 

 
 
 
 
 
 


 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 
CSP ALPHA MIDCO PTE LTD
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
 
Name:
Sanjay Chakrabarty
 
 
Title:
Director
 
       
 
By:
/s/ Mukesh Sharda  
 
Name:
Mukesh Sharda
 
 
Title:
Director
 

 
 
 
 
 
 


 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
PRIVET FUND MANAGEMENT LLC
 
         
         
 
By:
/s/ Ryan Levenson  
   
Name:
Ryan Levenson
 
   
Title:
Managing Member
 
         



 
 
 
 
 
 
 
 
 

EX-99.4 4 ss85149_ex9904.htm SUPPORT AGREEMENT (ENGINE CAPITAL L.P.)
Exhibit 99.4
 
EXECUTION VERSION
SUPPORT AGREEMENT
This Support Agreement (this “Agreement”) is entered into as of March 14, 2018 among CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company (the “Stockholder” or “Parent”), CSP Alpha Midco Pte Ltd, a Singapore private limited company and a direct wholly owned subsidiary of the Parent (“Private Company”), and Engine Capital, L.P., a Delaware limited partnership (the “StarTek Holder”, on behalf of itself and the individual and entities listed under Schedule A hereto).  Capitalized terms used herein that are not defined shall have the meanings set forth in the Transaction Agreement.
RECITALS
WHEREAS, concurrently with the execution and delivery of this Agreement, StarTek, Inc., a Delaware corporation (“Public Company”), Private Company and the Parent are entering into a Transaction Agreement (as the same may be amended or supplemented, the “Transaction Agreement”), pursuant to which, among other things:
(i)          the Parent shall sell to Public Company, and Public Company shall purchase from the Parent, all of the shares of Private Company Common Stock;
(ii)         in consideration of such sale and purchase, Public Company shall issue and deliver to the Parent or its designee, 20,600,000 shares of Public Company Common Stock, as may be adjusted pursuant to the Transaction Agreement;
(iii)        in order to effect such issuance and the other transactions contemplated by the Transaction Agreement, Public Company shall effectuate the Public Company Charter Amendment; and
(iv)        in addition to the transactions set forth above, the purchase of additional shares of Public Company Common Stock (as defined herein) by the Stockholder, for ten million US dollars (US$10,000,000), as may be adjusted pursuant to the Transaction Agreement;
in each case, on the terms and subject to the conditions set forth in the Transaction Agreement (collectively, along with all other transactions contemplated by the Transaction Agreement, the “Transactions”);
WHEREAS, the StarTek Holder and Arnaud Ajdler (“Ajdler”) own beneficially (as such term is defined in Rule 13d-3 of under the Exchange Act) the number of shares of Public Company Common Stock set forth on Annex A hereto (such securities, as they may be adjusted by stock dividend, stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by Public Company, together with securities of Public Company that may be acquired after the date hereof by such StarTek Holder are collectively referred to herein as the “Securities” with the Securities owned by Ajdler referred to herein as the “Ajdler Shares”);
 

 
WHEREAS, receipt of the Public Company Stockholder Approval is a condition to the consummation of the Transactions; and
WHEREAS, as a condition and inducement to Private Company’s and the Parent’s willingness to enter into the Transaction Agreement, the StarTek Holder has agreed to enter into, be legally bound by and perform this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1.          Covenants of the StarTek Holder.  The StarTek Holder agrees as follows:
(a)          The StarTek Holder shall not, directly or indirectly, (i) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement, or (ii) take any other action that would in any way make any representation or warranty of such StarTek Holder herein untrue or incorrect in any material respect or otherwise restrict, limit or interfere in any material respect with the performance of such StarTek Holder’s obligations hereunder or the Transactions.  With respect to the Ajdler Shares only, the StarTek Holder shall also covenant to cause Ajdler to not, directly or indirectly, sell, transfer, pledge, assign or otherwise encumber or dispose of, or enter into any agreement, option or, except for this Agreement, other arrangement (including any profit sharing agreement) or understanding with respect to, any of the Ajdler Shares), other than by operation of law or to any of its Affiliates, and in each case, the Ajdler Shares shall continue to be bound by this Agreement, and each transferee thereof shall agree in a writing reasonably acceptable to the Parent to be bound by the terms and conditions of this Agreement.  For the avoidance of doubt, nothing in this Agreement shall restrict any direct or indirect transfers of any equity interests in the StarTek Holder.
(b)          At any meeting of the, stockholders of Public Company called to vote upon the Transactions and the Transaction Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Transactions and the Transaction Agreement, the StarTek Holder shall vote, or cause to be voted, in person or by proxy, all of the Securities beneficially owned by it on the record date of such action in favor of the Transactions, including the Public Company Voting Proposal and the Public Company Charter Amendment (which, for the avoidance of doubt, shall include the renouncement of the corporate opportunity doctrine in accordance with Section 122(17) of the DGCL with respect to specified directors, including any directors appointed by the Stockholder); provided that, for the avoidance of doubt, in the event that the StarTek Holder has transferred all or any portion of its Securities after the applicable record date in accordance with this Agreement, the StarTek Holder shall vote, or cause to be voted, any such Securities in a manner consistent with this Section 1(b) as the beneficial owner of the transferred Securities as of the applicable record date.
 
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(c)          Except as otherwise set forth in Sections 1(c)(e) of this Agreement, the StarTek Holder shall not, and shall instruct and use its reasonable best efforts to cause its Representatives not to, directly or indirectly:
(i)          solicit, seek or initiate or knowingly take any action to facilitate (including by way of furnishing information) or encourage any offers, inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Alternative Proposal;
(ii)          enter into, continue or otherwise participate or engage in any discussions or negotiations regarding any Alternative Proposal, or furnish to any Person any non-public information or afford any Person other than Private Company access to such party’s property, books or records (except pursuant to a request by a Governmental Entity) in connection with any Alternative Proposal; provided, however, that nothing in this Section 1(c) shall prevent the StarTek Holder or its Representatives from referring a Person to this Section 1(c); or
(iii)          otherwise facilitate any effort or attempt to make an Alternative Proposal, or any inquiries, proposals or offers that would reasonably be expected to lead to an Alternative Proposal.
It is understood and agreed that any violation of the restrictions in Sections 1(c)(e) (or action that, if taken by the StarTek Holder, would constitute such a violation) by any Representative of the StarTek Holder shall be deemed a breach of Sections 1(c)(e) by the StarTek Holder.  Notwithstanding the foregoing, solely to the extent Public Company is permitted to take actions in compliance with or as contemplated by the last paragraph of Section 6.1(a) of the Transaction Agreement, the StarTek Holder may also take such permitted actions, including to review any Alternative Proposal and to discuss and confirm to Public Company the willingness of the StarTek Holder to support and sign a voting agreement in the event of any termination of the Transaction Agreement in connection with such Alternative Proposal.
(d)          The StarTek Holder shall, and shall cause its Representatives to, terminate and cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to an Alternative Proposal; provided, however, that the foregoing shall not in any way limit or modify the rights of any party hereto under the other provisions of Sections 1(c)(e) of this Agreement.
(e)          The StarTek Holder shall vote, or cause to be voted, in person or by proxy, its Securities against (i) any Alternative Proposal and (ii) any action, proposal, transaction or agreement (A) which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of the Parent’s, Public Company’s or Private Company’s conditions under the Transaction Agreement or change in any manner the voting rights of any security of Public Company (including by any amendments to Public Company’s certificate of incorporation or bylaws other than the Public Company Charter Amendment) and (B) of which the Parent has notified the StarTek Holder of such effect prior to the date such vote is taken.
 
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2.          [Intentionally Omitted.]
3.          Representations and Warranties of the StarTek Holder.  The StarTek Holder hereby represents and warrants to the Parent and Private Company as follows:
(a)          The StarTek Holder has all requisite power and authority to execute and deliver this Agreement and to perform such StarTek Holder’s obligations under this Agreement.  The execution, delivery and performance of this Agreement have been duly authorized by such StarTek Holder.  This Agreement has been duly executed and delivered by the StarTek Holder and, assuming this Agreement constitutes a valid and binding obligation of the Parent and Private Company, constitutes a valid and binding obligation of such StarTek Holder enforceable against such StarTek Holder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(b)          The Securities and the certificates (or any book-entry notations used to represent any uncertificated shares of Public Company Common Stock) representing the Securities are now, and at all times during the term hereof will be, held by such StarTek Holder, or by a nominee or custodian for the benefit of such StarTek Holder, and such StarTek Holder has title to the Securities, free and clear of any Liens (including voting trusts and voting commitments), except as provided by this Agreement.  As of the date of this Agreement, such StarTek Holder owns of record or beneficially no shares of Public Company Common Stock, preferred stock or other equity interests in the Company, other than the Securities set forth across from such StarTek Holder’s name on Annex A hereto.  Such StarTek Holder has full power to vote the Securities to the extent required hereby.  Neither the StarTek Holder nor any of the Securities is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of the Securities, except as otherwise contemplated by this Agreement or the Transaction Agreement.
(c)          (i) Except for such filings as may be required under the Exchange Act, no filing with, no permit, authorization, consent or approval of, and no notification to, any Governmental Entity is necessary on the part of the StarTek Holder for the execution and delivery of this Agreement by such StarTek Holder and the performance by such StarTek Holder of such StarTek Holder’s obligations under this Agreement and (ii) neither the execution and delivery of this Agreement by such StarTek Holder nor the performance by such StarTek Holder of such StarTek Holder’s obligations under this Agreement nor compliance by such StarTek Holder with any of the provisions hereof shall (i) result in the creation of a Lien on any of the Securities, (ii) violate any agreement or Law applicable to such StarTek Holder or any of the Securities, except in the case of (i) or (ii) for violations, breaches or defaults that would not in the aggregate prevent, impair or materially delay the ability of such StarTek Holder to perform its obligations hereunder.
(d)          The StarTek Holder understands and acknowledges that the Parent and Private Company are entering into the Transaction Agreement in reliance upon such StarTek Holder’s execution and delivery of this Agreement.
 
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(e)          None of the information relating to such StarTek Holder and its affiliates provided by or on behalf of such StarTek Holder or its affiliates for inclusion in the Proxy Statement will, at the respective times that the Proxy Statement is filed with the SEC or is first mailed to the holders of the Public Company Common Stock, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The StarTek Holder authorizes and agrees to permit the Parent and Private Company to publish and disclose in the Proxy Statement and any related filings under the securities laws of the United States or any state thereof such StarTek Holder’s identity and ownership of Securities and the nature of its commitments, arrangements and understandings under this Agreement and any other information required by applicable Law.
(f)          There is no action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the StarTek Holder, threatened in writing against the StarTek Holder before any Governmental Entity that, if adversely determined against the StarTek Holder, would, or would reasonably be expected to, prevent, impair or materially delay the ability of the StarTek Holder to perform its obligations hereunder.
4.          Representations and Warranties of the Parent and Private Company.  The Parent and Private Company hereby jointly and severally represent and warrant to the StarTek Holder as follows:  the Parent and Private Company have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution, delivery and performance of this Agreement by the Parent and Private Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Parent and Private Company; and this Agreement has been duly executed and delivered by the Parent and Private Company and, assuming this Agreement constitutes a valid and binding obligation of the StarTek Holder, constitutes a valid and binding obligation of the Parent and Private Company enforceable against each of them in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
5.          Further Assurances.  The StarTek Holder will, from time to time, execute and deliver, or cause to be executed and delivered, in each case without further consideration, such additional or further transfers, assignments, endorsements consents and other instruments as the Parent may reasonably request for the purpose of effectively carrying out such StarTek Holder’s obligations under this Agreement.  The Parent agrees to take, or cause to be taken all actions reasonably necessary to comply promptly with all legal requirements that may be imposed with respect to the transactions contemplated by this Agreement.
6.          Assignment; Binding Effect.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties and any such assignment without such prior written consent shall be null and void, except that the Parent may assign all or any of its rights and obligations hereunder to any affiliate of the Parent, but no such assignment shall relieve Parent of any of its obligations under this Agreement if the applicable assignee does not perform such obligations.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.
 
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7.          Termination.  This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur (such date, the “Termination Date”) of (i) the Closing, (ii) the date on which the Transaction Agreement is terminated in accordance with its terms, (iii) the date of any Public Company Board Recommendation Change, (iv) the making of any material change, by amendment, waiver or other modification to any provision of the Transaction Agreement that decreases the amount or changes the form of consideration to be received by Public Company (other than in connection with any adjustments set forth in the Transaction Agreement as of the date hereof), or (v) the mutual written agreement of the parties to terminate this Agreement.  In the event of termination of this Agreement pursuant to this Section 7, this Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that no such termination will relieve any party hereto from any liability for any willful breach of this Agreement occurring prior to such termination.
8.          StarTek Holder Capacity.  Notwithstanding anything to the contrary in this Agreement, the parties acknowledge that (a) the StarTek Holder is entering into this Agreement solely in such StarTek Holder’s capacity as a record and/or beneficial owner of the Public Company Common Stock and not in such StarTek Holder’s capacity as a director, officer or employee of Public Company (if applicable) or in such StarTek Holder’s capacity as a trustee or fiduciary of any Public Company Equity Plans and (b) nothing in this Agreement is intended to restrict or affect any action or inaction of such StarTek Holder or any representative of such StarTek Holder, as applicable, serving on the Public Company Board or on the board of directors of any Subsidiary of Public Company or as an officer or fiduciary of Public Company or any Subsidiary of Public Company, acting in such person’s capacity as a director, officer, employee or fiduciary of Public Company or any Subsidiary of Public Company.
9.          General Provisions.
(a)          Fees and Expenses.  Except as otherwise set forth in the Transaction Agreement, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expense, whether or not the Transactions are consummated.
(b)          Extension; Waiver.  At any time prior to the Closing, any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any obligation or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained herein.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.  Such extension or waiver shall not apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any agreement or condition, as the case may be, other than that which is specified in the extension or waiver.  The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
 
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(c)          Notices.  All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable overnight courier service, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by facsimile or electronic mail, in each case to the intended recipient as set forth below:
If to the Parent or Private Company, to:
CSP Alpha Holdings Parent Pte Ltd
or CSP Alpha Midco Pte Ltd, as applicable
c/o Capital Square Partners Pte Ltd
SBF Center, # 10-01
160 Robinson Road, Singapore 068914
Attn:
Sanjay Chakrabarty
Email:
sanjay@capitalsquarepartners.com
Facsimile:
+ 65 6491 5902
with a copy (which shall not constitute notice) to:
Shearman & Sterling LLP
6 Battery Road
#25-03 Singapore 049909
Attn:
Sidharth Bhasin, Esq.
E-mail:
sidharth.bhasin@shearman.com
Facsimile:
+65 6230 3899
and
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Attn:
Stephen M. Besen, Esq.
E-mail:
stephen.besen@shearman.com
Facsimile:
+1 212 848 7179
If to the StarTek Holder:
Engine Capital, L.P.
1370 Broadway, 5th Floor
New York, NY 10018
Attn:  Arnaud Ajdler
Email:  aajdler@enginecap.com
Any party hereto may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, or ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended.  Any party hereto may change the address to which notices and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner herein set forth.
 
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(d)          Interpretation.  Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement:  (i) “either” and “or” are not exclusive and “include”, “includes” and “including” shall be deemed in each case to be followed by the words “without limitation”; (ii) “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) “date hereof’ refers to the date set forth in the preamble of this Agreement; (iv) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if’; descriptive headings, the table of defined terms and the table of contents are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement; (viii)definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (vii) references to a Person are also to its permitted successors and assigns; references to a “Section” or an “Annex” refer to a Section or an Annex to this Agreement; references to “$,” “US$,” or otherwise to dollar amounts refer to the lawful currency of the United States; (x) references to a federal, state, local or foreign statute or law include any rules, regulations and delegated legislation issued thereunder; and (xi) references to a communication by a regulatory agency include a communication by the staff of such regulatory agency.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party hereto.  No summary of this Agreement prepared by any party shall affect the meaning or interpretation of this Agreement.
(e)          Counterparts and Signature.  This Agreement may be executed in two or more counterparts (including by facsimile or by an electronic scan delivered by electronic mail), each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart.  This Agreement may be executed and delivered by facsimile or by an electronic scan delivered by electronic mail.
(f)          Entire Agreement; Amendment.  This Agreement (including the Annex hereto and any documents and instruments referred to herein) taken together with the Transaction Agreement, constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof, and the parties hereto specifically disclaim reliance on any such prior understandings, agreements or representations to the extent not embodied in this Agreement.  This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.
(g)          No Third Party Beneficiaries.  This Agreement is not intended to, and shall not, confer upon any Person other than the parties hereto any rights or remedies hereunder.
 
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(h)          No Partnership, Agency, or Joint Venture.  This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto.
(i)          Governing Law.  This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdictions other than those of the State of Delaware.
(j)          Submission to Jurisdiction.  Each of the parties hereto (i) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court, and (v) waives any right to trial by jury with respect to any action related to or arising out of this Agreement.  Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto.  Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9(c) above.  Nothing in this Section 9(j), however, shall affect the right of any Person to serve legal process in any other manner permitted by law.
(k)          Severability.  Any term or provision (or part thereof) of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions (or parts thereof) hereof or the validity or enforceability of the offending term or provision (or part thereof) in any other situation or in any other jurisdiction.  If the final judgment of a court of competent jurisdiction declares that any term or provision (or part thereof) hereof is invalid or unenforceable, the court making such determination shall have the power to limit the term or provision (or part thereof), to delete specific words or phrases, or to replace any invalid or unenforceable term or provision (or part thereof) with a term or provision (or part thereof) that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision (or part thereof), and this Agreement shall be enforceable as so modified.  In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto shall replace such invalid or unenforceable term or provision (or part thereof) with a valid and enforceable term or provision (or part thereof) that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term (or part thereof).
(1)          Remedies; Specific Performance.  Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Person will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Person, and the exercise by a Person of any one remedy will not preclude the exercise of any other remedy. 
 
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Irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, as money damages or other legal remedies would not be an adequate remedy for any such damages.  Accordingly, in the event of any breach or threatened breach by the StarTek Holder, on the one hand, and Private Company or the Parent, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, Private Company and the Parent, on the one hand, and the StarTek Holder, on the other hand, shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement, by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement, in each case without posting a bond or other security.  No party hereto shall raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by Private Company or the Parent, or to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Private Company or the Parent under this Agreement.
[Signature pages follow]
 
 
 
 
 
 
 
 
 
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
CSP ALPHA HOLDINGS PARENT PTE LTD
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
 
Name:
Sanjay Chakrabarty
 
 
Title:
Director
 
       
       
 
By:
/s/ Mukesh Sharda  
 
Name:
Mukesh Sharda
 
 
Title:
Director
 

 
 
 
 
 
 

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
CSP ALPHA MIDCO PTE LTD
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
 
Name:
Sanjay Chakrabarty
 
 
Title:
Director
 
       
 
By:
/s/ Mukesh Sharda  
 
Name:
Mukesh Sharda
 
 
Title:
Director
 
 
 
 
 
 
 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
ENGINE CAPITAL, L.P.
 
         
         
 
By:
/s/ Arnaud Ajdler  
   
Name:
Arnaud Ajdler   
   
Title:
Managing Member of Engine Investments LLC, the General Partner  
         


 
 
 
 
 

EX-99.5 5 ss85149_ex9905.htm JOINT FILING AGREEMENT
Exhibit 99.5
 

JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13D, dated March 23, 2018, with respect to the shares of common stock, par value $0.01 per share, of StarTek, Inc., is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein.  This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

 
 

 

 
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of March 23, 2018.
 
    
CSP ALPHA HOLDINGS PARENT PTE LTD
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
   
Sanjay Chakrabarty
 
   
Director
 
       
       
 
By:
/s/ Mukesh Sharda  
   
Mukesh Sharda
 
   
Director
 
       
       
 
CSP ALPHA INVESTMENT LP
 
 
By:
CSP Alpha GP Limited, its General Partner
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
   
Sanjay Chakrabarty
 
   
Director
 
       
       
 
By:
/s/ Mukesh Sharda  
   
Mukesh Sharda
 
   
Director
 
       
       
 
CSP ALPHA GP LIMITED
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
   
Sanjay Chakrabarty
 
   
Director
 
       
       
 
By:
/s/ Mukesh Sharda  
   
Mukesh Sharda
 
   
Director
 
       
       
 
CSP MANAGEMENT LIMITED
 
       
       
 
By:
/s/ Sanjay Chakrabarty  
   
Sanjay Chakrabarty
 
   
Director
 
       
       
 
By:
/s/ Mukesh Sharda  
   
Mukesh Sharda
 
   
Director
 

 
 
 
[Signature Page to Joint Filing Agreement]