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(j)
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Amendment to Forbearance Agreement and Second Incremental Amendment to Financing Agreement;
Second Amendment to Forbearance Agreement and Omnibus Amendment; Warrant Exchange
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Antara Master Fund entered
into that certain Amendment to Forbearance Agreement and Second Incremental Amendment to Financing Agreement, dated as of March 24, 2020, by and among the Issuer, Antara Master Fund, Cortland Capital Market Services LLC, as administrative agent
and collateral agent (the Collateral Agent), and other entities from time to time party thereto (the Second Incremental Amendment). Pursuant to the Second Incremental Amendment, Antara Master Fund agreed to,
among other things, (a) include certain additional events of default to the list of Specified Defaults (as defined in the Incremental Amendment) with respect to which Antara Master Fund agreed to forbear from exercising certain rights,
remedies, powers, privileges and defenses under the Financing Agreement and certain other loan agreements for a specified period of time and (b) provide to the Issuer in the aggregate $3,061,224.49 in additional term loan commitments (the
Second Incremental Term Loans). In addition, pursuant to the Second Incremental Amendment, the Issuer agreed that (i) on or before March 31, 2020, the Issuer and its subsidiaries would deposit into a deposit account
subject to a control agreement, and retain for application to general corporate purposes, up to $3,000,000 in funds advanced to the Issuer or its subsidiaries by the United States Postal Service (USPS) for claimed reimbursements
for certain previously provided services (the USPS Reimbursements); and (ii) on or before March 31, 2020, the Issuer and its subsidiaries would make a mandatory prepayment to the Collateral Agent of fifty percent of the
USPS Reimbursements within one business day after receipt of immediately available funds in respect of the USPS Reimbursements to be applied first to pay all interest then owing and unpaid in respect of the Second Incremental Term Loans and then to
reduce the outstanding principal balance of the Second Incremental Term Loans (the Prepayment).
Effective
March 31, 2020, the Issuer, Antara Master Fund and the Collateral Agent entered into a waiver and agreement to issue warrant (the Waiver Agreement), pursuant to which (i) the parties extended until April 10, 2020
the deadline for depositing the USPS Reimbursements into the deposit account subject to a control agreement and (ii) Antara Master Fund fully waived and rescinded the Prepayment obligation. In exchange, the Issuer agreed to issue to Antara
Master Fund on May 29, 2020 a warrant to purchase up to 3,250,000 shares of Common Stock at an exercise price of $2.50 per share.
On
October 20, 2020, the Issuer, the Collateral Agent and the lenders under the Financing Agreement entered into a second amendment to forbearance agreement and omnibus amendment to loan documents (the Omnibus Amendment).
The Omnibus Amendment extends the forbearance period under the Incremental Amendment and Second Incremental Amendment until December 31, 2020. The Omnibus Amendment also expands the definition of Specified Defaults to include
additional events of default and/or expected or anticipated events of default arising under the Financing Agreement and related loan documents. In addition, the Omnibus Amendment provided for (i) the issuance to each of the lenders of warrants
to purchase its ratable share of up to 500,000 shares of Common Stock at a price of $0.01 per share with a 10-year expiration (the Incremental Warrants) and (ii) at the election of the
lenders, the exchange of each warrant to purchase a share of Common Stock with an exercise price of $2.50 per share held by such lender for warrants to purchase 0.64 shares of Common Stock at an exercise price of $0.01 per share (Exchange
Warrants, and together with the Incremental Warrants, the New Warrants).
On December 31, 2020, the
Issuer (i) issued the Incremental Warrants to the lenders under the Financing Agreement and (ii) entered into separate Warrant Exchange Agreements with each of Antara Master Fund (the Antara Exchange Agreement) and one
of the Managed Accounts (the Managed Account Exchange Agreement). Pursuant to the Antara Exchange Agreement, the Issuer exchanged certain warrants to purchase, in the aggregate, 7,843,797 shares of Common Stock with an exercise
price of $2.50 per share for Exchange Warrants to purchase 5,020,030 shares of Common Stock. Pursuant to the Managed Account Exchange Agreement, the Issuer exchanged certain warrants to purchase, in the aggregate, 81,203 shares of Common Stock with
an exercise price of $2.50 per share for Exchange Warrants to purchase 51,970 shares of Common Stock. The New Warrants, together with the warrants issued by the Issuer to the reporting persons from time to time which are in effect, shall
collectively be referred to as the Warrants.
The foregoing summaries of the material terms of the Second Incremental
Amendment, Waiver Agreement, Omnibus Amendment, the Antara Exchange Agreement, the Managed Account Exchange Agreement, the Exchange
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