SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Norsat International Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

656512209

(CUSIP Number)

Privet Fund LP

Attn: Ryan Levenson

79 West Paces Ferry Road, Suite 200B

Atlanta, GA 30305

With a copy to:

Rick Miller

Bryan Cave LLP

1201 W. Peachtree St., 14th Floor

Atlanta, GA 30309

Tel: (404) 572-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 9, 2017

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (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 § 240.13d-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. 656512209 Page 2 of 13 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Privet Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,015,320
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,015,320

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,015,320
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4%
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No. 656512209 Page 3 of 13 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Privet Fund Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,027,170
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,027,170

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,027,170
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 656512209 Page 4 of 13 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Ryan Levenson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    United States

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,027,170
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,027,170

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,027,170
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6%
14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP No. 656512209 Page 5 of 13 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Privet Capital Investments I, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS 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    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No. 656512209 Page 6 of 13 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  IRIS Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS 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    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No. 656512209 Page 7 of 13 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  IRIS Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS 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    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D

CUSIP No. 656512209 Page 8 of 13 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  IRIS Canada Acquisition Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS 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    British Columbia

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON CO

SCHEDULE 13D

CUSIP No. 656512209 Page 9 of 13 Pages    

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on February 11, 2015, as amended on March 31, 2015, September 19, 2016, March 17, 2017, April 17, 2017, and May 18, 2017 (the “Schedule 13D”), with respect to the common stock, no par value (the “Common Stock”), of Norsat International Inc., a company incorporated under the laws of British Columbia (the “Corporation”). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. Unless otherwise indicated, all references to dollars or “$” refer to U.S. dollars.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety to read as follows:

The aggregate purchase price of the 1,027,170 shares of Common Stock (the “Shares”) beneficially owned by the Reporting Persons is approximately US $5,864,130 not including brokerage commissions, which was funded with partnership funds of Privet Fund and with assets under separately managed accounts with Privet Fund Management. Privet Fund effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies.

This Amendment No. 6 to the Schedule 13D relates to the letter dated as of June 9, 2017 from Privet Fund Management to the Board of Directors of the Corporation (the “Proposal”) proposing to acquire 100% of the fully diluted Common Stock of the Corporation not already owned by the Reporting Persons (defined below) (the “Transaction”) at a price of US$11.50 per share in cash pursuant to a proposed form of arrangement agreement by and among IRIS Holdings, Inc., IRIS Canada Acquisition Corp., the Corporation, and, solely with respect to Section 5.3(2) thereof, Privet Fund Management (the “Arrangement Agreement”), filed as Exhibit 99.6 to the Schedule 13D filed by the Reporting Persons on May 18, 2017. The foregoing descriptions of the Proposal and the exhibits to the Proposal do not purport to be complete and are qualified in their entirety by reference to the terms and conditions of the Proposal, a copy of which is filed as Exhibit 99.1, and the exhibits to the Proposal, copies of which are filed as Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, and Exhibit 99.5, respectively, to this Schedule 13D and are incorporated by reference in their entirety into this Item 3.

The Debt Commitment Letters

Pursuant to an amending letter to the senior debt loan commitment letter and an amending letter to the subordinated debt loan commitment letter, in each case dated as of June 8, 2017 (together with the senior debt loan commitment letter and subordinated debt loan commitment letter filed as Exhibit 99.4 and Exhibit 99.5, respectively, to the Schedule 13D filed by the Reporting Persons on May 18, 2017, the “Debt Commitment Letters”), respectively provided by Bank of Montreal (the “Senior Lender”) and Bank of Montreal d.b.a. BMO Capital Partners (the “Subordinated Lender,” and together with the Senior Lender, the “Lenders”) to Purchaser in connection with the consummation of the Transaction, the Lenders have committed, subject to certain terms and conditions, to provide aggregate acquisition financing in the amount of $30,871,000 (the “Transaction Financing”). The Transaction Financing consists of the following: (i) a senior revolving credit facility of up to $4,000,000 outstanding at any time to be used for general corporate purposes, and (ii) a senior term loan facility of up to $18,968,000, with each of (i) and (ii) provided by the Senior Lender, and (iii) a secured subordinated term loan in the amount of $7,903,000 provided by the Subordinated Lender. The funding of the Transaction Financing is subject to the satisfaction or waiver of conditions precedent that generally replicate the conditions precedent set forth in the Arrangement Agreement as well as pro forma compliance with certain financial covenants by the Corporation. The foregoing description of the Debt Commitment Letters does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Debt Commitment Letters, which are filed as Exhibit 99.4 and Exhibit 99.5 to this Schedule 13D and Exhibit 99.4 and Exhibit 99.5 to the Schedule 13D filed by the Reporting Persons on May 18, 2017, and are incorporated by reference in their entirety into this Item 3.

SCHEDULE 13D

CUSIP No. 656512209 Page 10 of 13 Pages    

The Equity Commitment Letter

Pursuant to an equity commitment letter (the “Equity Commitment Letter”) provided by Privet Fund and Privet Capital to IRIS Holdings, Privet Fund and Privet Capital have committed, subject to certain terms and conditions set forth in the Equity Commitment Letter, to purchase equity interests in IRIS Holdings for an aggregate amount not to exceed $21,555,000, which proceeds would be further invested in Parent in connection with the Transaction. Privet Fund may meet this funding obligation, in its discretion, directly or indirectly, through its affiliates and/or with other accredited investors selected by Privet Fund. The foregoing description of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Equity Commitment Letter, a copy of which is filed as Exhibit 99.2 to this Schedule 13D and is incorporated by reference in its entirety into this Item 3.

The Sponsor Guarantee

To induce the Corporation to enter into the Arrangement Agreement, Privet Fund has agreed to unconditionally guarantee to the Company (the “Sponsor Guarantee”) Parent’s obligations under Section 8.3(1) of the Arrangement Agreement to pay the Parent Termination Payment (as defined in the Arrangement Agreement). The foregoing description of the Sponsor Guarantee does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Sponsor Guarantee, a copy of which is filed as Exhibit 99.3 to this Schedule 13D and is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On June 9, 2017, Privet Fund Management sent the Proposal to the Board of Directors of the Corporation proposing to acquire 100% of the fully diluted Common Stock of the Corporation not already owned by the Reporting Persons at a price of $11.50 per share in cash pursuant to the proposed form of Arrangement Agreement. Privet Fund Management filed a press release on June 12, 2017 announcing the Proposal, a copy of which is filed as Exhibit 99.6 to this Schedule 13D and is incorporated by reference in its entirety into this Item 4.

On June 10, 2017, in connection with the Proposal, Privet Fund Management sent a letter (the “Letter”) to the Board of Directors of the Corporation underscoring public scrutiny of the proposed acquisition of the Corporation by Hytera Communications Co., Ltd., as well as encouraging the Corporation to consider in its evaluation and comparison of Privet Fund Management’s acquisition proposal the higher price, lack of conditions, and benefits to the Corporation and its stakeholders, including shareholders, employees, customers, and governments.  A copy of the Letter is filed as Exhibit 99.7 to this Schedule 13D and is incorporated by reference in its entirety into this Item 4.

Parent and Purchaser are prepared to execute a definitive Arrangement Agreement, which includes terms and conditions substantially similar to those in the March 24, 2017 Arrangement Agreement with Hytera Communications Co., Ltd. and Hytera Project Corp., as amended by the Amending Agreement dated May 30, 2017 (the “Existing Arrangement Agreement”), should the Board of Directors of the Corporation determine that Privet’s Proposal constitutes a “Superior Proposal” as defined in the Existing Arrangement Agreement.

The information set forth or incorporated by reference in Item 3 of this Schedule 13D, which describes the Equity Commitment Letter, Sponsor Guarantee, and Debt Commitment Letters, copies of which are filed as Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, and Exhibit 99.5, respectively, to this Schedule 13D, is incorporated by reference in its entirety into this Item 4.

SCHEDULE 13D

CUSIP No. 656512209 Page 11 of 13 Pages    

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

Exhibit 99.1       Proposal Letter from Privet Management LLC to the Board of Directors of the Corporation dated June 9, 2017

Exhibit 99.2       Privet Fund LP Equity Commitment Letter dated June 9, 2017

Exhibit 99.3       Privet Fund LP Sponsor Guarantee to Norsat International Inc. dated June 9, 2017

Exhibit 99.4       Amending Letter to the Senior Debt Loan Commitment Letter from Bank of Montreal to IRIS Canada Acquisition Corp. dated June 8, 2017

Exhibit 99.5       Amending Letter to the Subordinated Debt Loan Commitment Letter from Bank of Montreal to IRIS Canada Acquisition Corp. dated June 8, 2017

Exhibit 99.6       Press Release dated June 12, 2017

Exhibit 99.7       Letter from Privet Management LLC to the Board of Directors of the Corporation dated June 10, 2017

SCHEDULE 13D

CUSIP No. 656512209 Page 12 of 13 Pages    

Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  June 12, 2017	PRIVET FUND LP
		By: Privet Fund Management LLC,
		its General Partner
		By:	/s/ Ryan Levenson
		Name: Ryan Levenson
		Title: Managing Member
	PRIVET FUND MANAGEMENT LLC
		By:	/s/ Ryan Levenson
		Name: Ryan Levenson
		Title: Managing Member
	/s/ Ryan Levenson
	Ryan Levenson

IRIS Holdings, LLC
	By: Privet Fund Management LLC
	its Manager
	By:	/s/ Ryan Levenson
	Name: Ryan Levenson
	Title: Managing Member

IRIS Holdings, Inc.
	By:	/s/ Ryan Levenson
	Name: Ryan Levenson
	Title: President

SCHEDULE 13D

CUSIP No. 656512209 Page 13 of 13 Pages    

IRIS Canada Acquisition Corp.
	By:	/s/ Ryan Levenson
	Name: Ryan Levenson
	Title: Director
PRIVET CAPITAL INVESTMENTS I, LP
	By: Privet Fund Management LLC,
	its General Partner
	By:	/s/ Ryan Levenson
	Name: Ryan Levenson
	Title: Managing Member

EX-99.1

Exhibit 99.1

June 9, 2017

CONFIDENTIAL
VIA EMAIL

Members of the Board of Directors
Norsat International Inc.
Attention: Dr. Amiee Chan
Director, President and Chief Executive Officer
110-4020 Viking Way

Richmond, British Columbia

V6V 2L4 Canada

Dear Amiee and Members of the Board of Directors,

Privet Fund LP, acting through Privet Fund Management LLC (collectively, “Privet”), is currently the largest shareholder of Norsat International Inc. (“Norsat” or the “Company”), owning approximately 17.6% of the total outstanding shares of the Company. We are pleased to present this proposal (the “Proposal”) to acquire Norsat for US$11.50 per share in cash. We specifically highlight to the Board that our price is higher than the price in the Existing Arrangement Agreement (as defined below) by US$0.25 per share. As our Proposal provides increased consideration to shareholders on substantially similar terms as the Existing Arrangement Agreement, we are confident that the Proposal constitutes a “Superior Proposal” as defined in the Existing Arrangement Agreement.

Transaction Overview

Privet proposes to acquire 100% of the fully diluted shares of the Company for US$11.50 per share in cash, payable at closing. Privet anticipates the transaction will be structured as a plan of arrangement, pursuant to the Business Corporations Act of British Columbia, identical to the current structure agreed to by the Company pursuant to its existing March 24, 2017 Arrangement Agreement with Hytera Communications Co., Ltd. and Hytera Project Corp. (collectively, “Hytera”), as amended by the Amending Agreement dated May 30, 2017 (together, the “Existing Arrangement Agreement”).

Financing and Approvals

Privet will provide all of the equity capital necessary for the Proposal pursuant to the form of Equity Commitment Letter and Sponsor Guarantee, attached to this proposal as Exhibit A and Exhibit B, respectively. In addition, Privet has obtained amending letters to the May 12, 2017 senior debt loan commitment letter from Bank of Montreal and the May 12, 2017 subordinated debt loan commitment letter from Bank of Montreal d.b.a. BMO Capital Partners, which are attached as Exhibit C and Exhibit D, respectively, to this Proposal. The Principals of Privet have approved the Proposal, and Privet does not require additional internal or external approvals to move forward. We anticipate that the required regulatory

1    PRIVET FUND MANAGEMENT LLC     79 WEST PACES FERRY ROAD     SUITE 200B     ATLANTA  GA     30305

approvals would not materially impact the timing or certainty of the transaction¹. Furthermore, given Privet’s substantial existing ownership, we are highly confident that shareholder approval of the Proposal will be readily obtained.

Due Diligence and Timing

Privet and its advisors have been granted access to the Company’s data room and have completed applicable financial and legal diligence. We are prepared to move expeditiously to execute a definitive acquisition agreement that includes terms and conditions substantially similar to the Existing Arrangement Agreement (assuming that the Company Disclosure Letter to be provided by the Company does not reflect any material changes form the Company Disclosure Letter provided in connection with Privet’s May 17, 2017 proposal). We previously provided the Company (and filed with the SEC) our proposed form of Arrangement Agreement (the “Arrangement Agreement”). We are prepared to deliver signature pages to the Arrangement Agreement (modifying only the per share price to be paid by Privet) and related documents if the Company’s Board of Directors determines that this Proposal constitutes a “Superior Proposal” (as defined in the Existing Arrangement Agreement).

In the event the Company’s Board of Directors determines that this Proposal constitutes a “Superior Proposal”, Privet agrees not to withdraw this Proposal while such SADI Approval is pending and until the Arrangement Agreement is executed; provided, however, Privet’s obligation under this sentence shall terminate on the earlier of the date on which (1) the parties mutually agree in writing, (2) the Industrial Technology Office of Innovation, Science and Economic Development Canada notifies the Company or Privet that it will not grant SADI Approval, (3) July 30, 2017 or (4) Hytera agrees to amend the terms of the Existing Arrangement Agreement and the Company determines that this Proposal no longer continues to be a Superior Proposal when assessed against the Existing Arrangement Agreement, as proposed to be amended.

Except as set forth in the foregoing sentence, for the avoidance of doubt, no binding obligation on the part of Privet or the Company shall arise with respect to this Proposal or any possible Transaction unless and until a definitive acquisition agreement satisfactory to Privet and the Company is executed and delivered.

We and our legal advisors are available to discuss this Proposal at your convenience. Please do not hesitate to contact any of the individuals below should you need any additional information or clarification.

¹ Privet has already begun the SADI approval process and expects to receive notification of approval shortly. Privet has also commenced discussions with the IRD pertaining to the Investment Canada Act and does not expect to receive notification of a review.

2    PRIVET FUND MANAGEMENT LLC     79 WEST PACES FERRY ROAD     SUITE 200B     ATLANTA  GA     30305

Privet Fund Management LLC Ryan Levenson Managing Member 79 West Paces Ferry Road Suite 200-B Atlanta, GA 30305 Telephone: 404.419.2670 E-mail: ryanl@privetfund.com Bryan Cave LLP Rick Miller Partner 1201 W. Peachtree St., NW One Atlantic Center, 14^th Floor Atlanta, GA 30309 Telephone: 404.572.6787 E-mail: rick.miller@bryancave.com SkyLaw Professional Corporation Kevin R. West Partner 3 Bridgman Avenue, Suite 204 Toronto, ON Canada  M5R 3V4 Telephone: 416.759.5299 E-mail: kevin.west@skylaw.ca

Sincerely,

Ryan Levenson

Managing Member

Privet Fund Management LLC

3    PRIVET FUND MANAGEMENT LLC     79 WEST PACES FERRY ROAD     SUITE 200B     ATLANTA  GA     30305

EX-99.2

Exhibit 99.2

EQUITY COMMITMENT LETTER

PRIVET FUND LP

79 West Paces Ferry Road

Suite 200-B

Atlanta, GA 30305

June 9, 2017

IRIS Holdings, LLC

c/o Privet Fund Management, LLC

79 West Paces Ferry Road

Suite 200-B

Atlanta, GA 30305

Ladies and Gentlemen:

This letter agreement replaces and supersedes in all respects that certain Equity Commitment Letter, dated May 17, 2017, from Privet Fund LP, a Delaware limited partnership (“Equity Sponsor”), and Privet Capital Investments I, LP, a Delaware limited partnership (“Investor”), to IRIS Holdings, LLC, a Delaware limited liability (“IRIS Holdings”). Equity Sponsor and Investor are pleased to offer this commitment to purchase securities of IRIS Holdings subject to the terms and conditions herein, for an aggregate purchase price in cash equal to U.S.$21,555,000 (the “Aggregate Commitment”), which Aggregate Commitment will, in turn, be further invested in IRIS Holdings, Inc., a Delaware corporation (“Parent”) that is wholly-owned by IRIS Holdings. The Aggregate Commitment is being made pursuant to that certain Arrangement Agreement, (as it may be amended from time to time, the “Arrangement Agreement”), among Privet Fund Management, LLC, a Delaware limited liability company (“Privet Management”), Parent, IRIS Canada Acquisition Corp., a corporation existing under the laws of the Province of British Columbia (“Purchaser”), and Norsat International Inc., a company existing under the laws of the Province of British Columbia (“Norsat”), pursuant to which Purchaser will acquire all of the issued and outstanding Common Shares of Norsat not already owned by Equity Sponsor or its affiliates (the “Transaction”). We understand that Privet Management, Parent and Purchaser intend to finance a portion of the Transaction with approximately U.S.$26,871,000 of indebtedness (“Debt Financing”) which we understand will be sufficient to fund an all-cash Transaction and the payment of related fees and expenses.

Equity Sponsor hereby irrevocably commits and agrees to capitalize Investor with cash in an amount equal to the Aggregate Commitment and Investor hereby irrevocably commits and agrees to utilize the proceeds received from Equity Sponsor to acquire, securities of IRIS Holdings for an aggregate purchase price in cash equal to the Aggregate Commitment, subject to the terms and conditions herein; provided that, notwithstanding paragraph 5 hereof, Equity Sponsor may allocate all or a portion of its capital commitment to co-investors (including any affiliates), as long as such allocation does not adversely affect or delay the completion of the Debt Financing and in such an event, Equity Sponsor’s commitment hereunder will be reduced (on a dollar-for-dollar basis) by the amounts actually contributed to Investor by payment in cash by such co-investors on or before the Effective Date (as defined in the Arrangement Agreement) of the Transaction. The proceeds from Investor's investment in IRIS Holdings shall be used for funding the consummation of the Transaction, including the payment of related fees and expenses, and for no other purpose. Equity Sponsor shall not be obligated to fund the commitment evidenced hereby (and Investor shall not be obligated to acquire securities of IRIS Holdings) except in connection with the closing of the Transaction. Equity Sponsor shall not, under any circumstances, be obligated to contribute to Investor more than the Aggregate Commitment and Investor shall not, under any circumstances, be obligated to contribute to IRIS Holdings more than the amount contributed to Investor by Equity Sponsor. To the extent that the aggregate Consideration (as defined in the Arrangement Agreement) required to be funded pursuant to the Arrangement Agreement at the consummation of the Transaction is less than the Aggregate Commitment plus the amount of Debt Financing, the Aggregate Commitment of Equity Sponsor to Investor and the Aggregate Commitment of Investor to IRIS Holdings shall be reduced by such difference.

The commitments of Equity Sponsor and Investor are also subject to all of the following terms and conditions:

1.           Conditions Precedent. The respective obligations of Equity Sponsor and Investor to consummate this commitment shall be conditioned upon:

a.           the satisfaction or waiver of all conditions precedent to the closing of the Transaction set forth in Sections 6.1, 6.2 and 6.3 of the Arrangement Agreement (except those conditions which by their nature cannot be satisfied except at the time of closing, provided that such conditions are actually satisfied or validly waived at the time of closing);

b.           Debt Financing has been funded (or will be funded at the closing of the Transaction in accordance with its terms, if the Aggregate Commitment is funded at the closing of the Transaction); and

c.           the substantially concurrent consummation of the Transaction in accordance with the terms of the Arrangement Agreement.

2.           Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, (a) IRIS Holdings has no right of recovery against, and no personal liability shall attach to and no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any officer, agent or employee of Equity Sponsor or Investor, any controlling person of Equity Sponsor or Investor, any direct or indirect holder of any equity interests or securities of Equity Sponsor or Investor (whether such holder is a limited or general partner, member, stockholder or otherwise), any affiliate of Equity Sponsor or Investor, or any former, current or future director, officer, employee, partner, stockholder, affiliate, member, manager, controlling person, agent or representative of any of the foregoing or any of their respective successors or permitted assigns (in each case, other than Equity Sponsor or Investor) (any such person or entity, a “Related Person”), whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons under this letter agreement or any documents or instruments delivered in connection herewith or with the Transaction for any claim based on, in respect of or by reason of such obligations or by their creation.

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3.           Effective Date; Expiration. The respective obligations of Equity Sponsor and Investor under this letter agreement, including the obligation to fund the Aggregate Commitment hereunder, are effective on the date hereof and such obligations will expire and terminate automatically and immediately (at which time the respective obligations of Equity Sponsor and Investor hereunder shall be discharged) upon the earliest to occur of (i) the Effective Time (as defined in the Arrangement Agreement), (ii) the termination of the Arrangement Agreement in accordance with its terms or (iii) the commencement by Norsat, any stockholder of Norsat or any person (as defined in the Arrangement Agreement) acting at the direction of or on behalf of Norsat, any stockholder of Norsat or any of their respective affiliates, agents or representatives, of any lawsuit or action (whether in tort, contract or otherwise) asserting a claim under, or in respect of, or breach of the Arrangement Agreement, this letter agreement or the Guarantee (as defined below) or the transactions contemplated hereby or thereby (including in respect of any representations (whether written or oral) made or alleged to be made in connection herewith or therewith) against Equity Sponsor, Investor, IRIS Holdings or any of the Related Persons.

4.           Representations, Warranties and Covenants. Equity Sponsor and Investor each hereby represents and warrants as follows:

a. it is a limited partnership, duly formed, validly existing and in good standing under the Laws of the State of Delaware and each has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted;

b. the execution, delivery and performance of this Letter Agreement has been duly authorized by all necessary action and do not contravene or violate any provision of Equity Sponsor’s or Investor’s respective limited partnership agreement or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Equity Sponsor or Investor or their respective assets;

c. this letter agreement constitutes a legal, valid and binding obligation of each of Equity Sponsor and Investor, enforceable against Equity Sponsor and Investor, as appropriate, in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and

d. Equity Sponsor has the financial capacity to pay and perform its obligations under this letter agreement and, for so long as this letter agreement shall remain in effect in accordance with Section 3 hereof, Equity Sponsor will at all times maintain Availability (as hereinafter defined) in an amount equal to or greater than the Aggregate Commitment. As used herein, the term “Availability” shall mean the sum of (i) the aggregate amount of the following unrestricted and unencumbered items held in the United States of America: cash, cash equivalents, and marketable and liquid investments, plus (ii) amounts available to be drawn by Equity Sponsor under one or more lines of credit, the proceeds of which draw are permitted to be used for the purpose of satisfying Equity Sponsor’s obligation to fund the Aggregate Commitment.

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5.          No Assignment. The commitment evidenced by this letter agreement shall not be assignable by IRIS Holdings, on the one hand, or Equity Sponsor or Investor, on the other hand, without the consent of IRIS Holdings, Equity Sponsor or Investor, as applicable, and the granting of such consent in a given instance shall be solely in the discretion of IRIS Holdings, Equity Sponsor or Investor, as applicable, and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment; provided, that the commitment evidenced by this letter agreement shall be assignable to subsidiaries or affiliates of Parent.

6.          Amendment. This letter agreement may not be amended except pursuant to a written document duly executed by each of Equity Sponsor, Investor and IRIS Holdings.

7.          Third Party Beneficiary. No person or entity other than IRIS Holdings shall be entitled to rely upon this letter agreement, and this letter agreement shall be binding upon and inure solely to the benefit of each party hereto and nothing herein, express or implied, is intended or shall confer upon any other person any rights, benefits or remedies whatsoever under or by reason of this commitment. In furtherance of the foregoing and for the avoidance of doubt, no creditor of Investor, IRIS Holdings or any of their respective affiliates shall have any right to enforce this letter or to cause Investor or IRIS Holdings to enforce this letter.

8.          Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

9.          Jurisdiction. Any dispute, controversy or claim between the parties hereto which arises out of, relates to or is in any manner connected with this letter agreement, including any question regarding the validity, termination of, or performance or non-performance under, this letter agreement, any breach of this letter agreement, or any other claim (including tort claims) which arises out of, relates to or is in any manner connected with this letter agreement or any documents or instruments delivered in connection herewith or with the Transaction shall be referred exclusively to the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and, by execution and delivery of this letter agreement, each of the parties hereto accepts the exclusive jurisdiction of such courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this letter agreement. The foregoing consents to jurisdiction and appointments of agents to receive service of process shall not constitute general consents to service of process in the State of Delaware for any purpose except as provided above and shall not be deemed to confer rights on any person other than the parties hereto.

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10.         Guarantee. Concurrently with the execution and delivery of this letter agreement, Equity Sponsor is executing and delivering to Norsat a limited guarantee (the “Guarantee”) relating to certain obligations of Privet Management, Parent and Purchaser under the Arrangement Agreement. Norsat’s remedies against Equity Sponsor under the Guarantee shall, and are intended to, be Norsat’s sole and exclusive direct or indirect remedy (whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Investor, IRIS Holdings, Parent or Purchaser against any Guarantor Affiliate (as defined in such Guarantee), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise) available to Norsat and its affiliates against Equity Sponsor or Investor or any of their respective affiliates and Norsat and its affiliates shall not have, and are not intended to have, any right of recovery (other than pursuant to the Guarantee) against Equity Sponsor or Investor or any Guarantor Affiliate for any liability, loss, damage or recovery of any kind arising under or in connection with any breach of the Arrangement Agreement (whether willfully, intentionally, unintentionally or otherwise) or of the failure of the Transaction to be consummated or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any representations made or alleged to be made in connection therewith (written or oral and whether or not Privet Management’s, Parent’s or Purchaser’s breach is caused by the breach by Equity Sponsor or Investor of their respective obligations under this letter agreement).

11.         Confidentiality. This letter agreement shall be treated as strictly confidential and is being provided to IRIS Holdings solely in connection with the Arrangement Agreement and the transactions contemplated thereby. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of Equity Sponsor and Investor. Notwithstanding the foregoing, this letter agreement may be provided to Norsat and its advisors who have been directed to treat this letter agreement as confidential.

[The remainder of this page is left blank intentionally. Signature page follows]

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If the foregoing is acceptable to you, please sign and return a copy of this letter agreement where indicated below. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principle of conflict of laws.

Very truly yours,
PRIVET FUND LP
By:	Privet Fund Management LLC, its General Partner
By:	/s/ Ryan Levenson
	Ryan Levenson
	Managing Member
PRIVET CAPITAL INVESTMENTS I, LP
By:	Privet Fund Management LLC, its General Partner
By:	/s/ Ryan Levenson
	Ryan Levenson
	Managing Member

Acknowledged and agreed to this 9th day of June, 2017

IRIS HOLDINGS, LLC
By:	Privet Fund Management LLC, its Managing Member
	By:	/s/ Ryan Levenson
		Ryan Levenson
		Managing Member

[Signature Page to Equity Commitment Letter]

EX-99.3

Exhibit 99.3

PRIVET FUND LP

79 West Paces Ferry Road

Suite 200-B

Atlanta, GA 30305

June 9, 2017

Norsat International Inc.

110-4020 Viking Way

Richmond, British Columbia V6V 2L4 Canada

Ladies and Gentlemen:

This Letter Agreement is being delivered by Privet Fund LP ( “Guarantor”) to Norsat International Inc., a company existing under the laws of the Province of British Columbia (the “Company”), in connection with the execution of that certain Arrangement Agreement (as it may be amended from time to time, the “Arrangement Agreement”), between Privet Fund Management, LLC, a Delaware limited liability company (“Privet Management”), IRIS Holdings, Inc., a Delaware corporation (“Parent”), IRIS Canada Acquisition Corp., a company existing under the laws of the Province of British Columbia (“Purchaser”), and the Company, pursuant to which Purchaser will acquire all of the issued and outstanding Common Shares of the Company other than the Common Shares owned, directly or indirectly by Guarantor or its affiliates (the “Transaction”). Terms used in this Letter Agreement without definition are used as defined in the Arrangement Agreement.

Guarantor and the Company hereby agree as follows:

1. Obligations. To induce the Company to enter into the Arrangement Agreement, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Company, on the terms and conditions set forth herein, the payment obligations of Parent under Section 8.3(1) of the Arrangement Agreement (the “8.3(1) Obligations”). The maximum amount payable hereunder shall not exceed U.S.$2,500,000.00 (such amount being referred to herein as the “Cap”). This Letter Agreement may not be enforced without giving effect to limitations on Guarantor’s liability for the 8.3(1) Obligations in the amount of the Cap.

2. Nature of the Obligations. The Company shall not be obligated to file any claim relating to the 8.3(1) Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file shall not affect Guarantor’s obligations hereunder. In the event that any payment to the Company hereunder is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder with respect to the 8.3(1) Obligations as if such payment had not been made (subject to the terms hereof). This is an unconditional guarantee of payment and not of collectability.

3. Changes in Obligations, Certain Waivers. The Company may at any time and from time to time, without notice to or further consent of Guarantor, extend the time of payment of any of the 8.3(1) Obligations, and may also make any agreement with Parent or with any other person interested in the transactions contemplated by the Arrangement Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or any such other person without in any way impairing or affecting Guarantor’s obligations under this Letter Agreement. Guarantor’s obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or any other person interested in the transactions contemplated by the Arrangement Agreement; (b) any change in the time, place or manner of payment of any of the 8.3(1) Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Arrangement Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the 8.3(1) Obligations (provided that any such change, rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the prior written consent of Parent to the extent required under the Arrangement Agreement); (c) the addition, substitution or release of any entity or other person interested in the transactions contemplated by the Arrangement Agreement, (provided that any such addition, substitution or release shall be subject to the prior written consent of Parent to the extent required under the Arrangement Agreement); (d) any change in the corporate existence, structure or ownership of Parent or any other person interested in the transactions contemplated by the Arrangement Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or any other person interested in the transactions contemplated by the Arrangement Agreement; (f) the existence of any claim, set-off or other right which Guarantor may have at any time against Parent, whether in connection with the 8.3(1) Obligations or otherwise; (g) any change in the applicable Laws of any jurisdiction; or (h) the adequacy of any other means the Company may have in obtaining payment of any of the 8.3(1) Obligations. To the fullest extent permitted by Law, Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. Guarantor waives promptness, diligence, notice of the acceptance of this Letter Agreement and of the 8.3(1) Obligations, presentment, notice of non-performance, default, dishonor and protest, any right to require the marshaling of assets of Parent or any other person interested in the transactions contemplated by the Arrangement Agreement, and all suretyship defenses generally. Notwithstanding anything to the contrary contained herein, Guarantor may assert, as a defense to any payment by Guarantor under this Letter Agreement, (i) any claim, set-off, deduction or defense that (A) Purchaser or Parent could assert against the Company under the terms of the Arrangement Agreement or (B) Guarantor could assert based upon a breach by the Company of this Letter Agreement (including claims against the Company or any of its subsidiaries for fraud or willful misconduct) or (ii) any and all defenses which Parent may have to payment of the 8.3(1) Obligations. Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Arrangement Agreement and that the waivers set forth in this Letter Agreement are knowingly made in contemplation of such benefits.

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The Company hereby covenants that it shall not institute, and shall cause its subsidiaries and Controlled Affiliates (as defined below) not to institute, and shall instruct each Affiliate that is not a Controlled Affiliate not to institute in the name of or on behalf of the Company or any other person, any proceeding or bring any other claim arising under, or in connection with, Section 8.3 of the Arrangement Agreement or the transactions contemplated thereby, against Guarantor, Parent, Purchaser or any Guarantor Affiliates (as defined below) except for claims against Guarantor under this Letter Agreement and, if and to the extent the Company is advised by counsel that a claim must also be asserted against Parent or Purchaser under the Arrangement Agreement in connection with such claim against Guarantor under this Letter Agreement, against Parent or Purchaser under the Arrangement Agreement; provided, however, that nothing contained herein shall operate or be construed as a waiver or release by the Company of its right to assert any defenses or counterclaims against Guarantor or, as applicable, Purchaser or Parent, in connection with any claims, defenses or counterclaims asserted by them against the Company. Guarantor hereby covenants that it shall not institute, and shall cause its Affiliates not to institute, any proceeding asserting that this Letter Agreement is illegal, invalid or unenforceable, in whole or in part. The Company shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Company’s rights against, any person liable for any 8.3(1) Obligations prior to proceeding against Guarantor hereunder. For purposes of this Letter Agreement, “Controlled Affiliate” of any person means any Affiliate that such person directly or indirectly controls (within the meaning of Rule 12b-2 of the 1934 Act) and, for purposes of this Letter Agreement, includes the directors and officers of such person. Guarantor hereby unconditionally and irrevocably waives, and agrees not to exercise, any rights that it may now have or hereafter acquire against Parent and Purchaser that arise from the existence, payment, performance, or enforcement of Guarantor’s 8.3(1) Obligations under or in respect of this Letter Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or Purchaser, whether or not such claim, remedy or right arises in equity or under contract, statute or Law, including, without limitation, the right to take or receive from Parent or Purchaser or such other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the 8.3(1) Obligations and any amounts payable under the proviso to the last sentence of Section 8 of this Letter Agreement shall have been paid in full in cash. If any amount shall be paid to Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the 8.3(1) Obligations and any amounts payable under the proviso to the last sentence of Section 8 of this Letter Agreement, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the 8.3(1) Obligations and any amounts payable under the proviso to the last sentence of Section 8 of this Letter Agreement, in accordance with the terms of the Arrangement Agreement, whether matured or unmatured, or to be held as collateral for any 8.3(1) Obligations and any amounts payable under the proviso to the last sentence of Section 8 of this Letter Agreement thereafter arising. Notwithstanding anything to the contrary contained in this Letter Agreement, the Company hereby agrees that to the extent Parent is relieved of its obligations under Section 8.3(1) of the Arrangement Agreement, Guarantor shall be similarly relieved of its obligations under this Letter Agreement.

4. No Waiver; Cumulative Rights. No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Company or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time.

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5. Representations, Warranties and Covenants. Guarantor hereby represents, warrants and covenants as follows:

(i) Guarantor is a limited partnership, duly formed, validly existing and in good standing under the Laws of the State of Delaware. Guarantor has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted;

(ii) the execution, delivery and performance of this Letter Agreement have been duly authorized by all necessary action and do not contravene or violate any provision of Guarantor’s limited partnership agreement or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Guarantor or its assets;

(iii) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Letter Agreement by Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Letter Agreement;

(iv) this Letter Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, subject to (A) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (B) general equitable principles (whether considered in a proceeding in equity or at law); and

(v) Guarantor has the financial capacity to pay and perform its obligations under this Letter Agreement and for so long as this Letter Agreement shall remain in effect in accordance with Section 8 hereof, Guarantor will at all times maintain Availability (as hereinafter defined) in an amount equal to or greater than U.S.$2,500,000. As used herein, the term “Availability” shall mean the sum of (A) the aggregate amount of the following unrestricted and unencumbered items held in the United States of America: cash, cash equivalents, and marketable and liquid investments, plus (B) amounts available to be drawn by Guarantor under one or more lines of credit, the proceeds of which draw are permitted to be used for the purpose of satisfying the 8.3(1) Obligations.

6. No Assignment. Neither Guarantor nor the Company may assign its rights, interests or obligations hereunder to any other person (except by operation of law) without the prior written consent of the Company or Guarantor, as the case may be; provided, however, that Guarantor may assign all or a portion of its obligations hereunder to an Affiliate or to an entity managed or advised by an Affiliate of Guarantor; provided, further, that no such assignment shall relieve Guarantor of any liability or obligation hereunder except to the extent actually performed or satisfied by the assignee.

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7. Notices. All notices and other communications hereunder shall be in writing in the English language and shall be given in the manner required by the Arrangement Agreement.

8. Continuing Obligation. This Letter Agreement shall not be withdrawn by Guarantor and shall remain in full force and effect and shall be binding on Guarantor, its successors and assigns, and on the Company, until the earlier of the date on which (a) all of the 8.3(1) Obligations have been paid in full, (b) the parties mutually agree in writing, (c) the Industrial Technology Office of Innovation, Science and Economic Development Canada notifies the Company or Privet Management that it will not grant SADI Approval (as defined in the Arrangement Agreement), (d) July 30, 2017 or (e) Hytera Communications Co. (“Hytera”) agrees to amend the terms of the existing March 24, 2017 Arrangement Agreement, as amended by the Amending Agreement dated May 30, 2017, between the Company, Hytera and Hytera Project Corp. (the “Existing Arrangement Agreement”), and the Company determines that the Transaction as contemplated by the Arrangement Agreement no longer continues to be a Superior Proposal when assessed against the Existing Arrangement Agreement, as proposed to be amended. Notwithstanding the foregoing, this Letter Agreement shall terminate and Guarantor shall have no further obligations under this Letter Agreement as of the earlier of (a) the Effective Time, (b) the first anniversary of the termination of the Arrangement Agreement if the Arrangement Agreement is terminated by the Company pursuant to Sections 8.1(1)(iv)(b), 8.1(1)(iv)(c) or 8.1(1)(iv)(d), except as to a claim for payment of the 8.3(1) Obligations presented by the Company to Parent or Guarantor by such first anniversary, in which case the Letter Agreement shall terminate upon the satisfaction in full of such 8.3(1) Obligations or a final determination that such 8.3(1) Obligations are not owed, and (c) the termination of the Arrangement Agreement pursuant to any section of the Arrangement Agreement other than Sections 8.1(1)(iv)(b), 8.1(1)(iv)(c) or 8.1(1)(iv)(d). Notwithstanding the foregoing, in the event that the Company or any of its subsidiaries or Controlled Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of Section 3, this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against Guarantor or any Guarantor Affiliates with respect to the transactions contemplated by the Arrangement Agreement other than liability of Guarantor under this Letter Agreement or liability of Parent under the Arrangement Agreement, then (i) the obligations of Guarantor under this Letter Agreement shall terminate ab initio and be null and void, (ii) if Guarantor has previously made any payments under this Letter Agreement, it shall be entitled to recover such payments, and (iii) neither Guarantor nor any of its Affiliates shall have any liability to the Company with respect to the transactions contemplated by the Arrangement Agreement or under this Letter Agreement; provided, however, that if Guarantor (A) fails to pay the 8.3(1) Obligations when due and the Company seeks to collect the payment of such amounts through any litigation or other proceeding or (B) asserts in any litigation or other proceeding that this Letter Agreement is illegal, invalid or unenforceable in accordance with its terms, then, in each case, to the extent the Company prevails in such litigation or proceeding, Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation or proceeding.

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9. No Recourse. Notwithstanding anything that may be expressed or implied in this Letter Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Guarantor may be a partnership, by its acceptance of the benefits of this Letter Agreement, the Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, the former, current or future security holders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of Guarantor or any of its Affiliates, or any former, current or future security holder, director, officer, employee, general or limited partner, member, manager, Affiliate, agent, assignee or representative of any of the foregoing (collectively, the “Guarantor Affiliates”), through Parent, Purchaser or otherwise, whether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Purchaser against Guarantor, Guarantor Affiliates, or Purchaser’s Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for (a) its rights to recover from Guarantor (but not the Guarantor Affiliates) the 8.3(1) Obligations under and to the extent provided in this Letter Agreement, subject to the limitations described herein and (b) the Company’s rights against Parent and Purchaser contained in the Arrangement Agreement prior to any termination of the Arrangement Agreement. Recourse against Guarantor under this Letter Agreement shall be the sole and exclusive remedy of the Company and all of its subsidiaries and Affiliates against Guarantor or Guarantor’s Affiliates in respect of any liabilities or obligations arising under, or in connection with, Section 8.3(1) of the Arrangement Agreement. Nothing set forth in this Letter Agreement shall be construed to confer or give to any person (including any person acting in a representative capacity) other than the Company and Guarantor any rights or remedies against any person other than the Company and Guarantor as expressly set forth herein.

10. Governing Law, Jurisdiction. This Letter Agreement shall be governed in all respects, including validity, interpretation and effect, by the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein, without giving effect to any principles of conflict of Laws thereof that would result in the application of the Laws of any other jurisdiction. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any dispute, claim or other matter arising under this Agreement.

11. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

12. Counterparts. This Letter Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

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Very truly yours,
PRIVET FUND lP
By:	Privet Fund Management LLC, its General Partner
By:	/s/ Ryan Levenson
Name: Ryan Levenson
Title: Managing Member

Confirmed as of the date of the

Arrangement Agreement:

NORSAT INTERNATIONAL INC.

By:

Name: Amiee Chan

Title: Chief Executive Officer

[Signature Page to Privet Guarantee]

EX-99.4

Exhibit 99.4

June 8, 2017

Privet Fund Management LLC

79 West Paces Ferry Road, Suite 200B

Atlanta, Georgia 30305

Attention: Mr. Ben Rosenzweig

Dear Ben:

Bank of Montreal (“BMO”)

Senior Debt Loan Commitment dated for reference

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

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

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

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

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

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

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

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

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

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

Yours truly,

BANK OF MONTREAL

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

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

This 9th day of June, 2017.

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

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EX-99.5

Exhibit 99.5

June 8, 2017

Privet Fund Management LLC

79 West Paces Ferry Road, Suite 200B

Atlanta, Georgia 30305

Attention: Mr. Ben Rosenzweig

Dear Ben:

Bank of Montreal d.b.a. BMO Capital Partners (“BMOCP”)

Subordinated Debt Loan Commitment dated for reference

May 12, 2017 (the “BMOCP Subordinated Financing Commitment”)

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

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

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

(a) by deleting the Sources and Uses (USD) at page 1 and substituting the following therefor:

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

(b) by deleting paragraph 1 under Conditions Precedent (At or prior to Closing) at page 7 and substituting the following therefor:

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

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

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

Yours truly,

BANK OF MONTREAL d.b.a. BMO CAPITAL PARTNERS

Per:	/s/ Dale Tingley
	Name: Dale Tingley
	Title: Managing Director

Per:	/s/ Hanz Gin
	Name: Hanz Gin
	Title: Director, BMO Capital Partners

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

This 9th day of June, 2017.

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

- 2 –

EX-99.6

Exhibit 99.6

Privet Fund Management LLC Sends Revised Proposal to Acquire Norsat International Inc. for US$11.50 Per Share

ATLANTA, GA, June 12, 2017 /CNW/ - Privet Fund Management LLC ("Privet") announced today that Privet sent a letter to the board of directors of Norsat International Inc. ("Norsat") (TSX:NII , NYSE MKT:NSAT) containing a revised proposal to acquire 100% of the common shares of Norsat not already owned by Privet and its affiliates at a price of US$11.50 per share in cash pursuant to a plan of arrangement. This consideration is greater than the US$11.25 per share in consideration offered by Hytera Communications Co., Ltd. ("Hytera") in Hytera's arrangement agreement (as amended, the "Hytera Agreement") with Norsat.

Privet is confident that this revised proposal constitutes a "Superior Proposal" as defined in the Hytera Agreement. Privet will provide all of the equity capital necessary for the proposal and has received amending letters to the debt commitment letters previously provided to finance a portion of the consideration. Privet anticipates that the required regulatory approvals would not materially impact the timing or certainty of the transaction. Furthermore, given Privet's substantial existing ownership, Privet is highly confident that shareholder approval of the proposal will be readily obtained.

The proposal is non-binding and is subject to the negotiation and execution of a mutually acceptable definitive acquisition agreement between Privet and Norsat. Privet is prepared to execute a definitive arrangement agreement, which includes terms and conditions substantially similar to those in the Hytera Agreement, should the board of directors of Norsat determine that Privet's proposal constitutes a "Superior Proposal" as defined in the Hytera Agreement.

Privet and its affiliates continue to maintain ownership and control of 1,027,170 common shares of Norsat, representing approximately 17.6% of the outstanding common shares (based upon the 5,848,808 common shares stated to be issued and outstanding as of May 2, 2017 by Norsat in its management's discussion and analysis for the period ended March 31, 2017 filed on May 3, 2017).

Privet, a Delaware limited liability company and a registered investment advisor under the United States Investment Advisers Act of 1940, as amended, is the investment advisor and general partner to Privet Fund LP, a Delaware limited partnership. Ryan Levenson is the sole managing member of Privet. IRIS Holdings, Inc. and IRIS Canada Acquisition Corp. are direct or indirect subsidiaries of Privet. Each of Privet Fund LP, Ryan Levenson, IRIS Holdings, Inc. and IRIS Canada Acquisition Corp. may be considered joint actors with Privet in connection with the disclosure set out herein.

An early warning report on Form 62-103F1 will be filed by Privet in accordance with applicable Canadian securities laws and will be available on the SEDAR website at www.sedar.com. The early warning report will include a description of the material terms and conditions of the equity and debt commitments. Additional information is also being filed by Privet, Privet Fund LP and Ryan Levenson in accordance with applicable U.S. securities laws.

Depending on various factors, Privet may take such actions with respect to its investment in Norsat as it deems appropriate, including, without limitation, purchasing additional securities or other financial instruments relating to Norsat or selling some or all of the securities, engaging in hedging or similar transactions with respect to securities related to Norsat and/or otherwise changing its intentions with respect to the purposes of its investment in Norsat.

For further information:

For a copy of the early warning report, go to www.sedar.com or contact Kevin R. West, SkyLaw Professional Corporation at 1.416.759.5299.

EX-99.7

Exhibit 99.7

June 10, 2017

CONFIDENTIAL
VIA EMAIL

Members of the Board of Directors
Norsat International Inc.
Attention: Fabio Doninelli
Chairman of the Board of Directors
110-4020 Viking Way

Richmond, British Columbia

V6V 2L4 Canada

Dear Fabio and Members of the Board of Directors,

Yesterday, we delivered a revised proposal from Privet to acquire the Company for US$11.50 per share in cash. As the sale process for the Company has unfolded, we have been paying close attention to the decision-making process of the Norsat Board of Directors (as well as the protracted regulatory approval process) from our vantage point as both the Company’s largest shareholder and its potential acquirer. Specifically, we were surprised to view the June 2, 2017 announcement that the Minister responsible for the Investment Canada Act has served notice that there will be no order for review of the proposed acquisition by Hytera. Following this announcement, we have observed multiple media outlets as well as certain members of parliament publicly express concern over the lack of a full governmental review of the proposed acquisition. In our experience, this type of scrutiny and speculation can potentially have an adverse effect on a company and its various stakeholders (in addition to its public shareholders) should it place the proposed acquisition at risk of additional regulatory review or lead to other uncertain conditions that would have an adverse impact on the ability of either party to ultimately consummate the transaction.

Though our Proposal (containing a higher price, a lack of conditions and the clear benefits of our position as a US-based financial sponsor) potentially obviates the issue, we feel that now is an opportune time to point out some of the relevant considerations that may guide your deliberations when examining multiple potential transactions. Most notably, in contrast to the explicit fiduciary duties of directors of US-based companies charged with focusing on maximizing shareholder value when confronted with obvious change-in-control transactions, Canadian directors may allow the impact of a change of control transaction on the interests of a variety of stakeholders — including shareholders, employees, customers and governments — to inform their decisions. We feel that, in light of the enhanced public scrutiny of the proposed acquisition by Hytera, the Board would be well advised to consider the judicial standards of ensuring it is acting as a “responsible corporate citizen” and making allowance for the potential impact on all stakeholders in its evaluation and comparison of differing acquisition proposals.

1    PRIVET FUND MANAGEMENT LLC     79 WEST PACES FERRY ROAD     SUITE 200B     ATLANTA  GA     30305

We look forward to hearing from you and remain optimistic about the future prospects of the Company and all of its stakeholders under Privet ownership.

Sincerely,

Ryan Levenson

Managing Member

Privet Fund Management LLC

2   PRIVET FUND MANAGEMENT LLC     79 WEST PACES FERRY ROAD     SUITE 200B     ATLANTA  GA     30305