COMMON STOCK PURCHASE WARRANT EXELA TECHNOLOGIES, INC.Exela Technologies, Inc. • March 19th, 2021 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 19, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 19, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Exela Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2021 • Exela Technologies, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 15, 2021, between Exela Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2021 • Exela Technologies, Inc. • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2021, between Exela Technologies, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • January 22nd, 2015 • Quinpario Acquisition Corp. 2 • Blank checks • New York
Agreement made as of January 15, 2015 between Quinpario Acquisition Corp. 2, a Delaware corporation, with offices at 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
35,000,000 Units1 Quinpario Acquisition Corp. 2 UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2015 • Quinpario Acquisition Corp. 2 • Blank checks • New York
Quinpario Acquisition Corp. 2, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 Units (as defined below) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional units to cover over-allotments, if any (the “Option Securities”: the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain cap
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2014 • Quinpario Acquisition Corp. 2 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2014, by and among Quinpario Acquisition Corp. 2, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EXELA TECHNOLOGIES, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementExela Technologies, Inc. • May 27th, 2021 • Services-business services, nec • New York
7,000,000 Shares EXELA TECHNOLOGIES, INC. COMMON STOCK ($0.0001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2018 • Exela Technologies, Inc. • Services-business services, nec • New York
Certain stockholders of Exela Technologies, Inc., a Delaware corporation (the “Company”) named in Schedule I (the “Selling Stockholders”), severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) hereto an aggregate of 7,000,000 shares of the common stock ($0.0001 par value per share) of the Company (the “Firm Shares”), each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto.
THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO COLLATERAL AGENCY AND SECURITY AGREEMENT (FIRST LIEN)First Lien Credit Agreement • May 21st, 2020 • Exela Technologies, Inc. • Services-business services, nec • New York
This THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Agreement”), dated as of May 15, 2020, and executed this 18th day of May, 2020, is made by and among EXELA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), EXELA INTERMEDIATE LLC, a Delaware limited liability company (the “Borrower”), each “Subsidiary Loan Party” listed on the signature pages hereto (each, a “Subsidiary Loan Party” and, collectively, jointly and severally, the “Subsidiary Loan Parties”), the Lenders party hereto (the “Consenting Lenders”) and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
EXELA TECHNOLOGIES, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of [●], 2022 CROSS-REFERENCE TABLEIndenture • February 1st, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York
INDENTURE, dated as of [●], 2022, between Exela Technologies, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • December 11th, 2014 • Quinpario Acquisition Corp. 2 • Blank checks • New York
Agreement made as of ___________, 2014 between Quinpario Acquisition Corp. 2, a Delaware corporation, with offices at 12935 N. Forty Drive, Suite 201, St. Louis, MO 63141 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
EXELA TECHNOLOGIES, INC. and , as Trustee INDENTURE DATED AS OF CROSS REFERENCE TABLEIndenture • March 28th, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York
EXELA INTERMEDIATE LLC as Issuer EXELA FINANCE INC. as Co-Issuer and the Subsidiary Guarantors party hereto from time to time 10.000% First-Priority Senior Secured Notes due 2023Supplemental Indenture • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • New York
INDENTURE, dated as of July 12, 2017, among EXELA INTERMEDIATE LLC., a Delaware limited liability company (the “Company”), EXELA FINANCE INC., a Delaware corporation (“Co-Issuer” and, together with Company, the “Issuers”), the Subsidiary Guarantors party hereto from time to time (as defined below), Wilmington Trust, National Association, as trustee (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 22nd, 2015 • Quinpario Acquisition Corp. 2 • Blank checks • New York
This Agreement is made as of January 15, 2015 by and between Quinpario Acquisition Corp. 2 (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Exela Technologies, Inc. and U.S. Bank National Association, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of [●], 2022 to the Indenture dated as of [●], 2022 6.00% Senior Notes due 2029Supplemental Indenture • February 1st, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of [●], 2022, between Exela Technologies, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2014 • Quinpario Acquisition Corp. 2 • Blank checks • New York
This Agreement is made as of ________, 2014 by and between Quinpario Acquisition Corp. 2 (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2020 • Exela Technologies, Inc. • Services-business services, nec • New York
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 13, 2020 (the “Effective Date”), is entered into by and among Exela Receivables 1, LLC, a Delaware limited liability company (“Borrower”), Exela Technologies, Inc., a Delaware corporation, as servicer (“Initial Servicer”), the persons from time to time party thereto as lenders (“Lenders”), TPG Specialty Lending, Inc., a Delaware corporation (“TSL”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”). This Amendment shall be deemed one of the Transaction Documents referenced in the Loan Agreement.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 12, 2017, among EXELA INTERMEDIATE LLC, a Delaware limited liability company (the “Company”), EXELA FINANCE INC., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the SUBSIDIARY GUARANTORS listed on the signature pages hereto (the “Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
SUBSCRIPTION, Voting AND REDEMPTION Agreement BETWEEN EXELA TECHNOLOGIES, INC. and gp-hgm llc March 7, 2023 SUBSCRIPTION, Voting AND REDEMPTION AgreementSubscription, Voting and Redemption Agreement • March 13th, 2023 • Exela Technologies, Inc. • Services-business services, nec • Delaware
This Subscription, Voting and Redemption Agreement (the “Agreement”) is made as of the 7th day of March 2023, between Exela Technologies, Inc., a Delaware corporation (the “Company”) and GP-HGM LLC (the “Holder”, together with the Company, the “Parties” and each a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2018 • Exela Technologies, Inc. • Services-business services, nec • Texas
THIS AGREEMENT (“Agreement”), dated as of the Effective Date, between BancTec, Inc., a Delaware corporation (the “Company”), and Mark D. Fairchild (the “Executive” or “you”).
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of June 17, 2022 by and among EXELA RECEIVABLES 3, LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, EXELA TECHNOLOGIES, INC., as Initial Servicer, PNC BANK,...Receivables Purchase Agreement • June 21st, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York
This Agreement hereby amends and restates in its entirety, as of the date hereof, that certain Loan and Security Agreement, dated as of the Original Closing Date (as amended, supplemented or otherwise modified from time to time prior to the Closing Date, the “Original LSA”), by and among Exela Receivables 3, LLC, as borrower, the lenders party thereto, Alter Domus (US) LLC (“Alter Domus”), as Administrative Agent and the Initial Servicer.
EXELA TECHNOLOGIES, INC. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made as of July 12, 2017, between Exela Technologies, Inc., a Delaware corporation (the “Company”), and the stockholder party hereto (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 3 hereof.
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2020 • Exela Technologies, Inc. • Services-business services, nec • New York
THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 21, 2020 (the “Effective Date”), is entered into by and among Exela Receivables 1, LLC, a Delaware limited liability company (“Borrower”), Exela Technologies, Inc., a Delaware corporation, as servicer (“Initial Servicer”), the persons from time to time party thereto as lenders (“Lenders”), TPG Specialty Lending, Inc., a Delaware corporation (“TSL”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”). This Amendment shall be deemed one of the Transaction Documents referenced in the Loan Agreement.
SUB-SERVICING AGREEMENT among EXELA TECHNOLOGIES, INC. Servicer and EACH ENTITY LISTED ON SCHEDULE 1 HERETO Sub-Servicer Dated as of December 17, 2020Sub-Servicing Agreement • December 17th, 2020 • Exela Technologies, Inc. • Services-business services, nec • New York
This Sub-Servicing Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 17, 2020, by and between EXELA TECHNOLOGIES, INC., a Delaware corporation (the “Servicer”) and EACH ENTITY LISTED ON SCHEDULE 1 HERETO, severally and not jointly (each, a “Sub-Servicer”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, FIRST TIER PURCHASE AND SALE AGREEMENT AND SECOND TIER PURCHASE AND SALE AGREEMENTLoan and Security Agreement, First Tier Purchase and Sale Agreement and Second Tier Purchase and Sale Agreement • March 17th, 2020 • Exela Technologies, Inc. • Services-business services, nec • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, FIRST TIER PURCHASE AND SALE AGREEMENT AND SECOND TIER PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of March 16, 2020 (the “Effective Date”), is entered into by and among Exela Receivables 1, LLC, a Delaware limited liability company (“Borrower”), Exela Technologies, Inc., a Delaware corporation, as servicer (“Initial Servicer”), Exela Receivables Holdco, LLC, a Delaware limited liability company (“Pledgor”), each of the parties identied on the signature page hereto as Originators (the “Originators”), the persons from time to time party thereto as lenders (“Lenders”), TPG Specialty Lending, Inc., a Delaware corporation (“TSL”), as administrative agent for the Lenders (in such capacity, “Administrative Agent”). This Amendment shall be deemed one of the Transaction Documents referenced in the Loan Agreement.
REVOLVING LOAN EXCHANGE AND PREPAYMENT AGREEMENTExchange and Prepayment Agreement • March 16th, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York
This REVOLVING LOAN EXCHANGE AND PREPAYMENT AGREEMENT (this “Agreement”) is made as of March 7, 2022 by and among Exela Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Exela Intermediate LLC, a Delaware limited liability company (the “Company”), and the parties set forth on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURED PROMISSORY NOTEPromissory Note • May 10th, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York
Amendment No. 1 to Amended and Restated Secured Promissory Note (this “Amendment”), dated as of January 13, 2022, between GP 2XCV LLC, a Delaware limited liability company (the “Borrower”), and B. RILEY COMMERCIAL CAPITAL, LLC, a Delaware limited liability company, or its assigns (the “Noteholder,” and together with the Borrower, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 11th, 2023 • Exela Technologies, Inc. • Services-business services, nec
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • July 17th, 2023 • Exela Technologies, Inc. • Services-business services, nec • New York
THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 11, 2023 (this “Supplemental Indenture”), by and among EXELA INTERMEDIATE LLC, a Delaware limited liability company (or its successor) (the “Company”), EXELA FINANCE INC., a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. Bank National Association), as trustee under the indenture referred to below (in such capacity, the “Trustee”), and Wilmington Savings Fund Society, FSB, as collateral agent (in such capacity, the “Collateral Agent”).
TRANSITION AGREEMENTTransition Agreement • August 10th, 2020 • Exela Technologies, Inc. • Services-business services, nec
This TRANSITION AGREEMENT (the “Agreement”) is entered into by and between Exela Technologies, Inc. (the “Company”) and James G. Reynolds (the “undersigned”), as of May 15, 2020 (the “Effective Date”).
AMENDED AND RESTATED PLEDGE AND GUARANTYPledge and Guaranty • June 21st, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED PLEDGE AND GUARANTY, (this “Agreement”) dated as of June 17, 2022, is between EXELA RECEIVABLES 3 HOLDCO, LLC, a Delaware limited liability company (in its capacity as pledgor and guarantor hereunder, “Guarantor”; in its capacity as seller under the Second Tier Purchase and Sale Agreement, the “Seller”), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) for and on behalf of the Purchaser Parties and other Secured Parties, from time to time (each of the foregoing, including the Administrative Agent, a “Beneficiary” and, collectively, the “Beneficiaries”) under the Receivables Purchase Agreement, dated as of June 17, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), among Exela Receivables 3, LLC, a Delaware limited liability company (“Seller”), Exela Technologies, Inc., as initial servicer, the Administrative Agent, PNC Capital Markets
FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 16th, 2022 • Exela Technologies, Inc. • Services-business services, nec • New York
This FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of December 9, 2021, and executed this 9th day of December, 2021, is made by and among EXELA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), EXELA INTERMEDIATE LLC, a Delaware limited liability company (the “Borrower”), and the Lenders party hereto (the “Lenders”).
SECOND TIER RECEIVABLES PURCHASE AND SALE AGREEMENT dated as of December 17, 2020 between EXELA TECHNOLOGIES, INC., as Initial Servicer, EXELA RECEIVABLES 3 HOLDCO, LLC, as Seller and EXELA RECEIVABLES 3, LLC as BuyerSecond Tier Receivables Purchase and Sale Agreement • December 17th, 2020 • Exela Technologies, Inc. • Services-business services, nec • New York
THIS SECOND TIER RECEIVABLES PURCHASE AND SALE AGREEMENT dated as of December 17, 2020 (this “Agreement”) is among EXELA TECHNOLOGIES, INC., a Delaware corporation (“Exela”), as initial servicer (in such capacity, the “Initial Servicer”), EXELA RECEIVABLES 3 HOLDCO, LLC “Seller” ), and EXELA RECEIVABLES 3, LLC, a Delaware limited liability company (the “Buyer”).
PLEDGE AND GUARANTYPledge and Guaranty • December 17th, 2020 • Exela Technologies, Inc. • Services-business services, nec • New York
This PLEDGE AND GUARANTY, (this “Agreement”) dated as of December 10, 2020, is between EXELA RECEIVABLES 3 HOLDCO, LLC, a Delaware limited liability company (in its capacity as pledgor and guarantor hereunder, “Performance Guarantor”; in its capacity as seller under each Second Tier Purchase and Sale Agreement, the “Seller”), and Alter Domus (US) LLC, as administrative agent (in such capacity, the “Administrative Agent”) for and on behalf of the Credit Parties and other Secured Parties, from time to time (each of the foregoing, including the Administrative Agent, a “Beneficiary” and, collectively, the “Beneficiaries”) under the Loan and Security Agreement, dated as of December 10, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”), among Exela Receivables 3, LLC, a Delaware limited liability company (“Borrower”), Exela Technologies, Inc., as initial servicer, the Administrative Agent and the other parties thereto. Capita
AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT by and among EXELA TECHNOLOGIES, INC. and THE HOLDERS Dated as of July 12, 2017Registration Rights Agreement • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • New York
THIS AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 12, 2017 (the “Effective Date”) by and among Exela Technologies, Inc., a Delaware corporation (the “Company”), and the parties identified as “Holders” set forth on Schedule I hereto and any parties identified on the signature page of any joinder agreements executed and delivered pursuant to Section 14 hereof (each a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
