Exhibit 7.2
February 19, 2010
Via Email, Hand Delivery and Registered Mail
OpenTV Corp.
275 Sacramento Street
San Francisco, California 94111
Attention: Ben Bennett, Chief Executive Officer
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c/o Equity Trust (BVI) Limited
Palm Grove House
P.O. Box 438, Road Town, Tortola
British Virgin Islands
Re: Written Instruction pursuant to Section 176(1) of the BVI Business Companies Act, 2004
Gentlemen:
Kudelski SA, Kudelski Interactive Cayman, Ltd. and Kudelski Interactive USA, Inc. (collectively, the “Kudelski Entities”) hereby instruct and direct OpenTV Corp. (“OpenTV”) to redeem all outstanding Class A ordinary shares of OpenTV other than those Class A ordinary shares registered in the name of any of the Kudelski Entities. This instruction and direction is given pursuant to and in accordance with Section 176(1) of the BVI Business Companies Act, 2004 (as amended). The Kudelski Entities recommend that OpenTV redeem the Class A ordinary shares for $1.55 per share.
Please acknowledge receipt of this instruction and direction by returning an executed and dated copy hereof by email to Lucien Gani at lucien.gani@nagra.com, with a copy to Francis Wheeler at fwheeler@cooley.com.
Sincerely,
Kudelski SA |
| Kudelski Interactive Cayman, Ltd. |
| Kudelski Interactive USA, Inc. |
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/s/ Lucien Gani |
| /s/ Lucien Gani |
| /s/ Lucien Gani |
Lucien Gani |
| Lucien Gani |
| Lucien Gani |
General Counsel and |
| Director |
| President and |
Head of Legal Affairs |
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| Chief Executive Officer |
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/s/ Mauro Saladini |
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Mauro Saladini |
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Executive Vice President and |
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Chief Financial Officer |
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Receipt of this instruction and direction is hereby acknowledged:
OpenTV Corp. |
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By: | /s/ Ben Bennett |
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Name: Ben Bennett |
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Title: Chief Executive Officer |
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Date: February 19, 2010 |
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