Page 16 of 21 – SEC Filing
Additionally, the Company has agreed to reimburse Silver Holdings for up to a maximum of
$5 million to cover Silver Holdings reasonable costs and expenses incurred at or prior to the earlier of the closing of the Preferred Transaction and the date that the PIPE Purchase Agreement is terminated (the PIPE
Reimbursement); provided, that the PIPE Reimbursement shall be reduced by any Intralinks Reimbursement paid by the Company such that the aggregate of the Intralinks Reimbursement and the PIPE Reimbursement shall not exceed $5 million
in the aggregate.
The PIPE Purchase Agreement is filed as Exhibit 99.7 to this Amendment No. 7 and incorporated into this
Item 4 by reference, and the foregoing summary of the PIPE Purchase Agreement is qualified in its entirety by reference to Exhibit 99.7.
Form of Certificate of Designation of the Series A Preferred Stock
The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series A Preferred Stock will be set forth
in the Series A Certificate. Under the Series A Certificate, the holders of the Series A Preferred Stock will be entitled to receive, on each share of Series A Preferred Stock on a quarterly basis, an amount equal to the dividend rate of 14.5%
divided by four and multipliedby the then-applicable Liquidation Preference (as defined in the Series A Certificate) per share of Series A Preferred Stock (collectively, the Preferred Dividends). The Preferred Dividends will be
due on January 1, April 1, July 1 and October 1 of each year (each, a Series A Dividend Payment Date). The Company may choose to pay the Preferred Dividends in cash or in additional shares of Series A Preferred Stock.
In the event the Company does not declare and pay a dividend in-kind or in cash on any Series A Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference.
In addition, the Series A Preferred Stock will participate in dividends declared and paid on shares of Common Stock.
Each share of Series
A Preferred Stock will be convertible, at the option of the holder, into the number of shares of Common Stock equal to the Conversion Price (as that term is defined in the Series A Certificate) multiplied by the then applicable
Conversion Rate (as that term is defined in the Series A Certificate). Each share of Series A Preferred Stock will initially be convertible into 55.5556 shares of Common Stock, representing an initial conversion price of
approximately $18.00 per share of Common Stock. The Conversion Rate will be subject to equitable proportionate adjustment in the event of stock splits, recapitalizations and other events set forth in the Series A Certificate.
On and after the fifth anniversary of the date of issuance, holders of shares of Series A Preferred Stock will have the right to cause the
Company to redeem each share of Series A Preferred Stock for cash in an amount equal to the sum of the current liquidation preference and any accrued dividends. Each share of Series A Preferred Stock will also be redeemable at the option of the
holder upon the occurrence of a Fundamental Change (as that term is defined in the Series A Certificate) at a specified premium. In addition, the Company will also be permitted to redeem all outstanding shares of the Series A Preferred
Stock (i) at any time within the first 30 months of the date of issuance for the sum of the then-applicable Liquidation Preference, accrued but
