Mirasol Capital LLC entered into a definitive agreement to acquire Evans & Sutherland Computer Corporation (OTCPK:ESCC) for $13.7 million on February 9, 2020. Under the terms of the agreement, Mirasol Capital LLC will commence a cash tender offer to purchase all of the outstanding shares of Evans & Sutherland common stock for $1.19 per share. The agreement contemplates that Mirasol Capital LLC, will acquire any shares of Evans & Sutherland that are not tendered into the offer through a second-step merger, which will be completed as soon as practicable following the closing of the tender offer. The closing of the tender offer is subject to customary closing conditions, including the tender of greater than 50% of the shares of Evans & Sutherland common stock on a fully diluted basis. In connection with the merger agreement, the compensation committee of the board approved and the Evans & Sutherland entered into transaction bonus agreements with Jonathan Shaw, Chief Executive Officer, Paul Dailey, Executive Vice President, Chief Financial Officer and Corporate Secretary, and Kirk Johnson, President and Chief Operating Officer. These agreements provide that, subject to certain conditions and contingent upon the consummation of the merger, each of these executive officers will receive a payment, in the form of cash, of $0.08 million. Evans & Sutherland shall pay a termination fee of $1.02 million to Mirasol Capital LLC. The Boards of Directors of Elevate and Evans & Sutherland have each unanimously approved the transaction. Contemporaneously with entering into the merger agreement, certain shareholders of Evans & Sutherland holding in the aggregate approximately 51.1% of the outstanding shares of Evans & Sutherland, executed tender and support agreements pursuant to which they agreed to tender their shares in and vote in favor of the transaction. As of February 27, 2020, the offer is schedule to expire on March 25, 2020. It is expected that the transaction will close during the first quarter of 2020. James R. Griffin of Weil Gotshal & Manges, LLP acted as legal advisor to Mirasol Capital LLC. Boenning & Scattergood, Inc. acted as financial advisor and rendered a fairness opinion to the Board of Directors of Evans & Sutherland and Jeffrey M. Jones of Durham Jones & Pinegar, P.C. served as legal counsel to Evans & Sutherland. Innisfree M&A Inc. acted as information agent for Mirasol and will receive a fee of $0.02 million. Continental Stock Transfer & Trust Company, Inc. acted as depository for Mirasol and will receive a fee of $0.019 million. Boenning & Scattergood will receive a transaction fee of $0.25 million and opinion fee of $0.06 million.