Page 11 of 25 – SEC Filing
The foregoing is a summary of the terms of the Preferred Stock Purchase Agreement, the Certificate of Designation, the Registration Rights Agreement and the Services Agreement, and does not purport to be complete. This summary is qualified in its entirety by reference to the full text of each of the Preferred Stock Purchase Agreement, the Certificate of Designation, the Registration Rights Agreement and the Services Agreement, all of which are incorporated by reference herein as Exhibits hereto.
Other
The Reporting Persons acquired the securities reported in this Statement for the purpose of acquiring a significant equity position in the Issuer.
The Reporting Persons may in the future acquire additional shares of Preferred Stock, Common Stock or other securities of the Issuer or may dispose of any or all of their shares of Preferred Stock, Common Stock or other securities of the Issuer in open-market transactions or privately negotiated transactions from time to time depending upon an ongoing evaluation of the shares of Preferred Stock, Common Stock, the Issuer, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, the Issuers reactions to the discussions below and/or other considerations.
Also, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers or employees of the Issuer, one or more members of the board of directors of the Issuer (and/or committees thereof) and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, business, results, plans, strategy, existing and new markets and customers, budgets, prospects, ownership structure, management team composition, board composition (which could include the idea that a representative(s) of the Reporting Persons be nominated or elected to the board of directors of the Issuer) and management. The Reporting Persons may discuss ideas that are consistent with, that complement, or that diverge from, the Issuers current and future strategy and initiatives. The Reporting Persons may discuss ideas that, if effected, may result in acquisitions by persons of additional securities of the Issuer, an extraordinary corporate transaction involving the Issuer, changes in the Issuers capitalization and/or changes in the board of directors or management of the Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, and except as contained in the agreements filed as exhibits to this Schedule 13D or as has been publicly announced by the Issuer or the Reporting Persons, or as may be proposed by a Series A Director in his or her capacity as a director of the Issuer, or by such Board with the participation of one or more Series A Directors, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Issuer, including any or all of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in the Securities of the Issuer.
(a) The Reporting Persons beneficially own in the aggregate 49,724,330 shares of Voting Common Stock issuable upon the conversion of Preferred Stock. Sagard directly holds the 5,524,926 shares of Preferred Stock. None of the other Reporting Persons directly holds any of the securities or shares of Series A Preferred Stock or shares of Common Stock disclosed in this Statement.
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