The Credit Facilities will provide that, upon the occurrence of certain events of default,
our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders thereunder, material inaccuracies of representations and warranties, covenant defaults,
cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, certain change of control events and other customary events of default.
The foregoing description of the Amended and Restated Credit Agreement, including the Credit Facilities, is qualified in its entirety by the
full text of the Amended and Restated Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Registration Rights Agreement
the Effective Date, the Company entered into a registration rights agreement (the Registration Rights Agreement) with certain parties who received certain shares of New Common Stock (as defined below) on the Effective Date (the
Holders). The Registration Rights Agreement provides resale registration rights for the Holders registrable securities of the Company.
Pursuant to the Registration Rights Agreement, Holders have customary underwritten offering and piggyback registration rights, subject to the
limitations set forth in the Registration Rights Agreement. Under their underwritten offering registration rights, Holders have the right to demand the Company to effectuate the distribution of any or all of its Registrable Securities by means of an
underwritten offering pursuant to an effective registration statement; provided, however, that the expected gross offering price is equal to or greater than $50.0 million in the aggregate. The Company is not obligated to effect an underwritten
demand notice upon certain circumstances, including within 180 days of closing an underwritten offering. Under their piggyback registration rights, if at any time the Company proposes to undertake a registered offering of New Common Stock for its
own account, the Company must give at least five business days notice to all Holders of Registrable Securities to allow them to include a specified number of their shares in the offering.
These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of
shares to be included in an offering and the Companys right to delay or withdraw a registration statement under certain circumstances. The Company will generally pay all registration expenses in connection with its obligations under the
Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions,
as well as customary restrictions such as blackout periods and, if an underwritten offering is contemplated, limitations on the number of shares to be included in the underwritten offering that may be imposed by the managing underwriter.
This summary is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached hereto as
Exhibit 10.2 and incorporated by reference herein.
On the Effective Date, pursuant to the terms of the Plan, the Company entered into a Tranche 1 Warrant Agreement (the Tranche 1 Warrant
Agreement) with Computershare Inc. and Computershare Trust Company, N.A., and issued warrants (the Tranche 1 Warrants) to holders of Allowed Prepetition RBL Claims (as defined in the Plan) or their permitted designees, as
applicable, to purchase up to an aggregate of 555,555 shares of common stock in the Company, par value $0.001 (the New Common Stock), at an exercise price of $0.001 per share of New Common Stock, subject to adjustment. The Tranche 1
Warrants may only be exercised at any time after the equity value of the Company, as calculated pursuant to the Tranche 1 Warrant Agreement, shall have been greater than $100 million (Valuation Condition) and expire on
November 30, 2023 (the Expiration Date).
On the Effective Date, pursuant to the terms of the Plan, the Company entered
into a Tranche 2 Warrant Agreement (the Tranche 2 Warrant Agreement and, together with the Tranche 1 Warrant Agreement, the Warrant Agreements) with Computershare Inc. and Computershare Trust Company, N.A. and issued warrants
(the Tranche 2 Warrants and, together with the Tranche 1 Warrants, the Warrants) to holders of Allowed Prepetition RBL Claims or their permitted designees, as applicable, to purchase up to an aggregate of 555,555 shares of
the New Common Stock, at an exercise price of $0.001 per share of New Common Stock, subject to adjustment. The Tranche 2 Warrants may be exercised after the first anniversary of the issuance of the Second Out Term Loan Facility (as defined in the
Plan) if it shall not have been paid in full and if, after the first anniversary date, the Valuation Condition has been met. The Tranche 2 Warrants expire upon the Expiration Date.