Attached files
file | filename |
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EX-10.1 - EXHIBIT 10.1 - Clarus Corp | tm2031807d2_ex10-1.htm |
EX-99.1 - EXHIBIT 99.1 - Clarus Corp | tm2031807d2_ex99-1.htm |
EX-5.1 - EXHIBIT 5.1 - Clarus Corp | tm2031807d2_ex5-1.htm |
8-K - FORM 8-K - Clarus Corp | tm2031807-2_8k.htm |
Exhibit 99.2
Clarus Corporation
2084 East 3900 South,
Salt Lake City, Utah 84124
September 25, 2020
Via Regular Mail and Email
Mr. Brett D. Rogers
Chief Compliance Officer
Brown Advisory Incorporated
901 S. Bond Street
Suite 400
Baltimore, MD 21231
Dear Mr. Rogers:
I am responding to your request that Brown Advisory Incorporated and its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) (collectively, “Brown”) be permitted under Clarus Corporation’s (the “Company”) Rights Agreement dated as of February 12, 2008 (the “Rights Agreement”) to acquire beneficial ownership in excess of 7.5% of the Company’s outstanding shares of common stock. We note that Brown has beneficial ownership of 2,224,722 shares of the Company’s common stock, as publicly disclosed by Brown in the Schedule 13F for the quarter ended June 30, 2020, filed by it with the Securities and Exchange Commission on August 14, 2020, which represents approximately 7.4% of the Company’s outstanding shares of common stock.
The Company’s Board of Directors has considered Brown’s request to acquire beneficial ownership in excess of 7.5% of the Company’s outstanding shares of common stock, and has determined to approve Brown’s request to increase its current beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock, provided that the foregoing determination is conditioned upon, and subject to Brown: (i) not increasing such beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock; (ii) remaining continuously eligible to report its ownership of the Company’s common stock on Schedule 13G; and (iii) increasing such beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock on or before the twelve month anniversary of the date of this letter.
Please note that in the event that Brown increases its beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock and then subsequently reduces its beneficial ownership to below 7.5%, the approval granted pursuant to this letter shall immediately terminate and Brown would need to obtain a new approval from the Company’s Board of Directors before seeking to again increase its beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock.
Should you have any further questions, please do not hesitate to contact me.
Very truly yours, | |||
CLARUS CORPORATION | |||
By: | /s/ Aaron J. Kuehne | ||
Name: | Aaron J. Kuehne | ||
Title: | Chief Administrative Officer and Chief Financial Officer |
Accepted and Agreed to
as of the Date First Set Forth Above:
Brown Advisory Incorporated
By: | Brett D. Rogers |
Name: | Brett D. Rogers |
Title: | Chief Compliance Officer |