Page 6 of 15 – SEC Filing
(e) Not applicable.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Stockholders Agreement
Pursuant to the Plan, on the Effective
Date, the Issuer and certain of its stockholders (the “Stockholder Parties“) entered into a Stockholders Agreement
(the “Stockholders Agreement“). The Stockholder Parties include the Reporting Persons, Whitebox Advisors LLC (“Whitebox“),
SGF, Inc. (“SGF“), Corre Partners Management, LLC (“Corre“), Wolverine Flagship Fund Trading
Limited (“WFF“), and certain members of the Issuer’s management. Under the Issuer’s Articles of Amendment and
Restatement (the “Charter“) and Amended and Restated Bylaws (the “Bylaws“), any inconsistency
between the Charter or Bylaws, on the one hand, and the Stockholders Agreement, on the other hand, will be resolved in favor of
the Stockholders Agreement, except to the extent the conflicting provisions are based on mandatory provisions of Maryland law.
Board Composition. Under the Stockholders
Agreement, the Stockholder Parties have agreed that the Issuer’s initial board of directors will be comprised of five directors,
as follows: (i) one director designated by Whitebox; (ii) one director designated by the Reporting Persons; (iii) one director
designated by SGF; (iv) one director, who must be an Independent Director, designated by mutual agreement of Corre and WFF (together
with the Reporting Persons, Whitebox and SGF, the “Designating Stockholders“); and (v) one director, who must
be the President and Chief Executive Officer of the Issuer. The term “Independent Director” is defined to refer
to a director who qualifies as an “independent director” of the Issuer under NASDAQ Marketplace Rule 5605(a)(2) (assuming
for this purpose that it applies to such person).
Under the Stockholders Agreement, the
Stockholder Parties have agreed that, following the Effective Date, (i) the number of Directors will be fixed from time to time
by the Issuer’s board of directors as provided for in the Charter and Bylaws and (ii) the Designating Stockholders will continue
to have the right to designate members of the Issuer’s board of directors until such time as such right (a “Board Designation
Right“) may be lost in accordance with the Stockholders Agreement.
In general, each committee of the board
of directors must include a director designated by a Designating Stockholder, for so long as such Designating Stockholder retains
its Board Designation Right and to the extent requested by such Designating Stockholder.
The Stockholder Parties have agreed,
in the Stockholders Agreement, to vote all of their shares of Common Stock and other voting equity securities, execute proxies
or written consents, as the case may be, and take all other necessary action in order to ensure that the composition of the Board
is as set forth in the Stockholders Agreement and to ensure that the Charter and Bylaws both (i) facilitate, and do not at any
time conflict with, any provision of Stockholders Agreement and (ii) permit the Stockholder Parties to receive the benefits to
which they are entitled under the Stockholders Agreement.
Preemptive Rights. Until the earlier
of an initial public offering or a change of control of the Issuer, each Stockholder Party that owns at least 5% of the then-issued
and outstanding shares of New Common Stock has preemptive rights with respect to any proposal by the Issuer to issue, in a single
transaction or a series of related transactions, any additional stock or other equity securities, or any rights to subscribe for,
or option to purchase, or otherwise acquire, any stock or equity securities of the Issuer to any affiliate(s) or stockholder(s)
of the Issuer holding in the aggregate at least 10% of the issued and
