SECOND AMENDED CONSENT AND LIMITED WAIVER TO BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Exhibit 10.1
SECOND AMENDED CONSENT AND LIMITED WAIVER TO BOARD
REPRESENTATION AND STANDSTILL AGREEMENT
This Second Amended Consent and Limited Waiver to the Board Representation and Standstill Agreement is delivered by CCUR Holdings, Inc. (formerly Concurrent Computer Corporation), a Delaware corporation (the “Company”), on April 25, 2018 to JDS1, LLC, a Delaware limited liability company (the “Investor”) and Xxxxxx X. Xxxxxx, in his individual capacity (the “Investor Affiliate,” and together with the Investor, the Investor Affiliate, and the Affiliates and Associates of each of the foregoing, the “Investor Group”). Capitalized terms used but not defined herein shall have the meanings set forth in the Board Representation and Standstill Agreement dated as of August 29, 2016 by and among the Company, the Investor, the Investor Affiliate, and Xxxxx Xxxx in his individual capacity (the “Standstill Agreement”).
The Company acknowledges receipt of a request from the Investor and the Investor Affiliate to permit the Investor Group to acquire additional shares of Common Stock of the Company in an amount that may result in the Investor Group’s beneficial ownership of up to 35.0% of the outstanding shares of Common Stock of the Company. The Company hereby consents to the Investor Group’s acquisition of such additional shares of Common Stock and agrees that, in the performance of its obligations under Section 4.2(a) of the Standstill Agreement, the Company shall not deem the Investor, Investor Affiliate, or any of their respective Affiliates or Associates to have effected a “Prohibited Transfer” as defined in the Company’s Restated Certificate of Incorporation, so long as (i) the Investor, the Investor Affiliate, and any of their respective Affiliates or Associates collectively beneficially own no more than 35.0% of the outstanding shares of Common Stock of the Company less the remaining shares of Common Stock that the Company is authorized to purchase under its stock repurchase program as announced on March 5, 2018, pursuant to which the Company is authorized to repurchase up to one million of its outstanding shares of Common Stock and (ii) any acquisition of Common Stock by the Investor, the Investor Affiliate, or any of their respective Affiliates or Associates would not reasonably be expected to actually limit the Company’s ability to utilize the NOLs.
This Second Amended Limited Waiver and Consent shall be subject to the provisions of Section 4.2(b) of the Standstill Agreement and except as expressly set forth herein, the Company reserves all rights set forth in the Standstill Agreement.
[Signature Page Follows]
|
By: /s/ Xxxxx Xxxx, Xx. Name: Xxxxx Xxxx, Xx. Title: Executive Chairman, CEO & President |
ACKNOWLEDGED BY:
JDS1, LLC
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Manager
XXXXXX X. XXXXXX
/s/ Xxxxxx Xxxxxx
[Signature Page to Second Amended Limited Consent and Waiver]
