CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

 

Exela Technologies, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

30162V102

(CUSIP Number)

 

Andrej Jonovic

HandsOn Global Management

8550 West Desert Inn Road, Suite 102-452

Las Vegas, Nevada 89117

(844) 935-2832

 

With a copy to:

Maurice M. Lefkort

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

212-728-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 23, 2020

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement on Schedule 13D (this “Schedule 13D”), and is filing this schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HandsOn Global Management LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,393,234

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
533,636

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,393,234

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
50.0% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 3,216,051 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the distributees of Ex-Sigma 2 LLC, plus 71,898 shares of Common Stock issuable upon settlement of restricted stock units held by the Reporting Persons.

 

2


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Par Chadha

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO; SC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
74,393,234

 

9

Sole Dispositive Power
150,142

 

10

Shared Dispositive Power
36,591,100

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
74,393,234

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
50.0% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 3,216,051 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the distributees of Ex-Sigma 2 LLC, plus 71,898 shares of Common Stock issuable upon settlement of restricted stock units held by the Reporting Persons.

 

3


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HOF 2 LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO; WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
15,637,789

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
15,637,789

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
15,637,789

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
10.6% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 1,498,971 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

4


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HOVS LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO; WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
17,203,473

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
17,203,473

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
17,203,473

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.8% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 67,104 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

5


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HOV Services Ltd

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
India

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
17,203,473

 

9

Sole Dispositive Power
17,203,473

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
17,203,473

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
11.8% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 67,104 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

6


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Adesi 234 LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO; WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
3,019,560

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
3,019,560

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,019,560

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 137,661 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

7


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HandsOn Fund 4 I LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

8


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HOV Capital III LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

9


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ex-Sigma 2 LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

10


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ex-Sigma LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

11


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Surinder Rametra

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
4,605,137

 

9

Sole Dispositive Power
4,605,137

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,605,137

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
3.2% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 146,571 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

12


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Pidgin Associates LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
3,308,025

 

9

Sole Dispositive Power
3,308,025

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,308,025

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.3% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 144,973 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

13


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
SoNino LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
3,334,946

 

9

Sole Dispositive Power
3,334,946

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,334,946

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.3% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 140,318 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

14


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Beigam Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
3,071,836

 

9

Sole Dispositive Power
3,071,836

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,071,836

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 134,210 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

15


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Ron Cogburn

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
372,125

 

9

Sole Dispositive Power
372,125

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
372,125

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations plus 12,830 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Person.

 

16


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Shadow Pond LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,580,911

 

9

Sole Dispositive Power
1,580,911

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,580,911

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 71,948 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

17


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
SunRaj LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
2,225,078

 

9

Sole Dispositive Power
2,225,078

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,225,078

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.5% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 35,162 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

18


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Rifles Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,616,439

 

9

Sole Dispositive Power
1,616,439

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,616,439

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 67,778 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

19


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Andrej Jonovic

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Serbia; Sweden

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
484,709

 

9

Sole Dispositive Power
484,709

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
484,709

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations plus 17,544 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

20


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
HandsOn 3, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF, OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Nevada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
46,500

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
46,500

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
46,500

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

21


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Kanwar Chadha

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
372,106

 

9

Sole Dispositive Power
372,106

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
372,106

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 4,473 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

22


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Suresh Yannamani

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
SC; OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
533,892

 

9

Sole Dispositive Power
533,892

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
533,892

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations plus 21,806 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

23


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Jim Reynolds

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
SC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
3,387,782

 

9

Sole Dispositive Power
52,836

 

10

Shared Dispositive Power
3,334,946

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,387,782

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.3% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 140,318 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

24


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Vik Negi

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
SC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,625,658

 

9

Sole Dispositive Power
44,747

 

10

Shared Dispositive Power
1,580,911

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,625,658

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.1 % (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 71,948 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

25


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Matt Brown

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
SC; OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
145,626

 

9

Sole Dispositive Power
145,626

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
145,626

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 5,238 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

26


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Srini Murali

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
SC; OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
120,036

 

9

Sole Dispositive Power
120,036

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
120,036

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 3,224 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

27


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Vitalie Robu

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
SC; OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United Kingdom

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
249,381

 

9

Sole Dispositive Power
249,381

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
249,381

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.2% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations.

 

28


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Sanjay Kulkarni

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
SC; OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
63,442

 

9

Sole Dispositive Power
63,442

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
63,442

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 1,538 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

29


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Mark D Fairchild

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
SC; OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
48,323

 

9

Sole Dispositive Power
48,323

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
48,323

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 939 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

30


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Shrikant Sortur

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
SC; OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
47,186

 

9

Sole Dispositive Power
47,186

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
47,186

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 480 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

31


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Anubhav Verma

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
India

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
9,448

 

9

Sole Dispositive Power
9,448

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,448

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 427 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

32


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Edward J. Stephenson

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
8,977

 

9

Sole Dispositive Power
8,977

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,977

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 406 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

33


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Eokesh Natarajan

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,613

 

9

Sole Dispositive Power
6,613

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,613

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 298 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

34


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Matt Reynolds

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,379

 

9

Sole Dispositive Power
6,379

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,379

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 289 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

35


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Carlos Mallen

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
5,670

 

9

Sole Dispositive Power
5,670

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,670

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 257 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

36


 

CUSIP No. 30162V102

 

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Mark Olschanski

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
4,725

 

9

Sole Dispositive Power
4,725

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,725

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
Less than 0.01% (1)

 

 

14

Type of Reporting Person
IN

 


(1) Calculations are based upon 150,698,864 shares of Common Stock of the Issuer outstanding, as of September 30, 2019, as reported in the Issuer’s Form 10-Q, less 4,570,734 shares of Common Stock surrendered to the Issuer pursuant to the Appraisal Adjustment Mechanism and less 641,971 shares of Common Stock surrendered to the Issuer in connection with certain withholding obligations, plus 214 shares of Common Stock issuable upon conversion of Preferred Stock of the Issuer held by the Reporting Persons.

 

37


 

CUSIP No. 30162V102

 

The information in this Amendment No. 11 to Schedule 13D (this “Eleventh Amendment” or this “13D/A”) amends the Schedule 13D (the “Initial Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by Mr. Par Chadha, HandsOn Global Management, LLC, a Delaware limited liability company (“HGM”), Ex-Sigma 2 LLC, a Delaware limited liability company (“Ex-Sigma 2”), Ex-Sigma LLC, a Delaware limited liability company (“Ex-Sigma”), HOVS LLC, a Delaware limited liability company (“HOVS”), HandsOn Fund 4 I, LLC, a Nevada limited liability company (“HOF 4”), HOV Capital III, LLC, a Nevada limited liability company (“HOV 3”), HOV Services Ltd., an Indian limited company (“HOV Services”), Adesi 234 LLC, a Nevada limited liability company (“Adesi”), HOF 2 LLC, a Nevada limited liability company (“HOF 2” and together with Mr. Chadha, Ex-Sigma, Ex-Sigma 2, HGM, HOVS, HOV Services, HOF 4, HOV 3, and Adesi, the “Initial Reporting Persons”) on July 24, 2017, relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Exela Technologies, Inc. (the “Issuer”), as amended by Amendment No. 1 to Schedule 13D filed by the Initial Reporting Persons on April 16, 2018, Amendment No. 2 to Schedule 13D filed by the Initial Reporting Persons and HandsOn 3, LLC, a Nevada limited liability company and an affiliate of the Initial Reporting Persons (“HOF 3 and together with the Initial Reporting Persons the “Amended Reporting Persons”) on June 20, 2018, Amendment No. 3 to Schedule 13D filed by the Amended Reporting Persons on May 28, 2019, Amendment No. 4 to Schedule 13D filed by the Amended Reporting Persons on June 26, 2019, Amendment No. 5 to Schedule 13D filed by the Amended Reporting Persons and each of SoNino LLC, The Beigam Trust, The Rifles Trust, SunRaj LLC, Pidgin Associates LLC, Andrej Jonovic, Shadow Pond LLC, Ron Cogburn, Kanwar Chadha and Surinder Rametra (together with the Amended Reporting Persons, the “Second Amended Reporting Persons”) on July 8, 2019, Amendment No. 6 to Schedule 13D filed by the Second Amended Reporting Persons on July 18, 2019, Amendment No. 7 to Schedule 13D filed by the Second Amended Reporting Persons on October 30, 2019, Amendment No. 8 to Schedule 13D filed by the Second Amended Reporting Persons on November 27, 2019, Amendment No. 9 to Schedule 13D filed by the Second Amended Reporting Persons and Suresh Yannamani on February 27, 2020, and Amendment No. 10 to Schedule 13D filed by the Second Amended Reporting Persons and the Voting Agreement Joining Parties on February 26, 2020 (the “Prior Amendments”).

 

This Eleventh Amendment is filed to provide additional information on entities and individuals that have joined the group pursuant to Joinders to the Voting Agreement (the “Joinder to Second Voting Agreement”) by and among each of Mr. Mark D Fairchild, Mr. Sanjay Kulkarni, Mr. Shrikant Sortur, Mr. Anubhav Verma, Mr. Edward J. Stephenson, Mr. Eokesh Natarajan, Mr. Matt Reynolds,  Mr. Carlos Mallen, and Mr. Mark Olschanski (collectively the “Second Voting Agreement Joining Parties”) and certain of the Second Amended Reporting Persons (collectively, the “Reporting Persons”).

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby supplemented as follows:

 

The principal address of Mr. Mark D Fairchild is 505 E Bethel School Road, Coppell, TX 75019.  The principal occupation of Mr. Fairchild is serving as the President of Exela Smart Office.  Mr. Fairchild is a citizen of the United States.

 

The principal address of Mr. Sanjay Kulkarni is 201 Ocean Avenue, 1705P, Santa Monica, CA 90402.  The principal occupation of Mr. Kulkarni is serving as the Chief Technology Officer of the Issuer.  Mr. Kulkarni is a citizen of the United States.

 

The principal address of Mr. Shrikant Sortur is 42579 Beechwood Drive, Sterling Heights, MI 48314.  The principal occupation of Mr. Sortur is serving as the Executive Vice President, Global Finance of the Issuer.  Mr. Sortur is a citizen of the United States.

 

The principal address of Mr. Anubhav Verma is 7970 Chase Ave, Los Angeles, CA 90045.  The principal occupation of Mr. Verma is serving as the Senior Vice President, Finance of the Issuer.  Mr. Verma is a citizen of India.

 

The principal address of Mr. Edward J. Stephenson is 3990 Pillar Road, Whitmore Lake, MI 48189.  The principal occupation of Mr. Stephenson is serving as the Senior Vice President of HOV Services.  Mr. Stephenson is a citizen of the United States.

 

The principal address of Mr. Eokesh Natarajan is 3365 Ellenboro Drive, Troy, MI 48083.  The principal occupation of Mr. Natarajan is serving as the SVP, Customer Relationship Management of the Issuer.  Mr. Natarajan is a citizen of the United States.

 

The principal address of Mr. Matt Reynolds is 679 Rivard Boulevard, Grosse Pointe, MI 48230.  The principal occupation of Mr. Reynolds is serving as the Vice President, Revenue Recognition of the Issuer.  Mr. Reynolds is a citizen of the United States.

 

The principal address of Mr. Carlos Mallen is 1307 WineCreek Court, Allen, TX 75002.  The principal occupation of Mr. Mallen is serving as the Senior Vice President, Human Resources for the Americas and Europe of the Issuer.  Mr. Mallen is a citizen of the United States.

 

38


 

The principal address of Mr. Mark Olschanski is 8530 Stonegate Drive, Northville, MI 48168.  The principal occupation of Mr. Olschanski is serving as the Senior Vice President, Infrastructure Technology of the Issuer.  Mr. Olschanski is a citizen of the United States.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The last sentence of Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

Each of the Voting Agreement Joining Parties, Mr. Kulkarni, Mr. Fairchild, and Mr. Sortur received shares as equity compensation in their roles as employees of the Issuer and pursuant to distributions from other equityholders. The remainder of the Second Voting Agreement Joining Parties received shares pursuant to distributions from other equityholders.

 

Item 4. Purpose of the Transaction.

 

Item 4 of the Schedule 13D is hereby supplemented as follows:

 

HGM continues to believe that the Common Stock is undervalued at its current levels and is exploring means to continue to acquire increased beneficial and economic ownership of the Common Stock.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 (a)-(b) of the Schedule 13D is hereby supplemented as follows:

 

(a)-(b)

 

Mr. Kulkarni directly owns 61,904 shares of Common Stock and 1,258 shares of Preferred Stock (convertible into 1,538 shares of Common Stock), representing beneficial ownership of less than 0.01% of the Common Stock.

 

Mr. Fairchild directly owns 47,384 shares of Common Stock and 768 shares of Preferred Stock (convertible into 939 shares of Common Stock), representing beneficial ownership of less than 0.01% of the Common Stock.

 

Mr. Sortur directly owns 46,706 shares of Common Stock and 393 shares of Preferred Stock (convertible into 480 shares of Common Stock), representing beneficial ownership of less than 0.01% of the Common Stock.

 

Mr. Verma directly owns  9,021 shares of Common Stock and 349 shares of Preferred Stock (convertible into 427 shares of Common Stock), representing beneficial ownership of less than 0.01% of the Common Stock.

 

Mr. Stephenson directly owns 8,571 shares of Common Stock and 332 shares of Preferred Stock (convertible into 406 shares of Common Stock), representing beneficial ownership of less than 0.01% of the Common Stock.

 

Mr. Natarajan directly owns 6,315 shares of Common Stock and 244 shares of Preferred Stock (convertible into 298 shares of Common Stock), representing beneficial ownership of less than 0.01% of the Common Stock.

 

Mr. Reynolds directly owns 6,090 shares of Common Stock and 236 shares of Preferred Stock (convertible into 289 shares of Common Stock), representing beneficial ownership of less than 0.01% of the Common Stock.

 

Mr. Mallen directly owns 5,413 shares of Common Stock and 210 shares of Preferred Stock (convertible into 257 shares of Common Stock), representing beneficial ownership of less than 0.01% of the Common Stock.

 

Mr. Olschanski directly owns 4,511 shares of Common Stock and 175 shares of Preferred Stock (convertible into 214 shares of Common Stock), representing beneficial ownership of less than 0.01% of the Common Stock.

 

The last sentences of paragraphs 16 and 17 of Item 5 (a)-(b) of the Schedule 13D are hereby amended and restated as follows:

 

Pursuant to the Voting Agreement, HGM may direct each of the Reporting Persons and the Voting Agreement Joining Parties on the voting of their shares, and thus may be deemed to beneficially own 74,393,234, shares of Common Stock representing 50.0% of the Common Stock.

 

39


 

By virtue of his control of the Reporting Persons, Mr. Chadha may be deemed to beneficially own 74,393,234 shares of Common Stock representing 50.0% of the Common Stock.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby supplemented as follows:

 

On March 23, 2020, each of Mr. Mark D Fairchild, Mr. Sanjay Kulkarni, and Mr. Shrikant Sortur Mr. Anubhav Verma, Mr. Edward J. Stephenson, Mr. Eokesh Natarajan, Mr. Matt Reynolds, and Mr. Carlos Mallen entered into joinders to the Voting Agreement, whereby they each agreed to be bound by the terms of the Voting Agreement.

 

On March 24, 2020, Mr. Mark Olschanski entered in a joinder to the Voting Agreement, where he agreed to be bound by the terms of the Voting Agreement.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 10.1: Joinder to Voting Agreement, dated March 23, 2020, by and among HGM and Mr. Mark D Fairchild.

 

Exhibit 10.2: Joinder to Voting Agreement, dated March 23, 2020, by and among HGM and Mr. Sanjay Kulkarni.

 

Exhibit 10.3: Joinder to Voting Agreement, dated March 23, 2020, by and among HGM and Mr. Shrikant Sortur.

 

Exhibit 10.4: Joinder to Voting Agreement, dated March 23, 2020, by and among HGM and Mr. Anubhav Verma.

 

Exhibit 10.5: Joinder to Voting Agreement, dated March 23, 2020, by and among HGM and Mr. Edward J. Stephenson.

 

Exhibit 10.6: Joinder to Voting Agreement, dated March 23, 2020, by and among HGM and Mr. Eokesh Natarajan.

 

Exhibit 10.7: Joinder to Voting Agreement, dated March 23, 2020, by and among HGM and Mr. Matt Reynolds.

 

Exhibit 10.8: Joinder to Voting Agreement, dated March 23, 2020, by and among HGM and Mr. Carlos Mallen.

 

Exhibit 10.9: Joinder to Voting Agreement, dated March 24, 2020, by and among HGM and Mr. Mark Olschanski.

 

Exhibit 10.10: Schedule I to Voting Agreement.

 

Exhibit 99.1: Amended and Restated Joint Filing Agreement.

 

40


 

CUSIP No. 30162V102

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Eleventh Amendment is true, complete and correct.

 

Dated: March 25, 2020

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOVS LLC

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

 

HANDSON FUND 4 I LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOV CAPITAL III, LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOV SERVICES LTD

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Director

 

 

 

 

ADESI 234 LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

HOF 2 LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

[Signature Page to 13D/A No. 11]

 

41


 

 

EX-SIGMA 2 LLC

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

 

 

EX-SIGMA LLC

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

 

 

/s/ Par Chadha

 

Par Chadha

 

 

 

HANDSON 3, LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

SONINO LLC

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

BEIGAM TRUST

 

 

 

By:

/s/ Sarah Jonovic

 

 

Name: Sarah Jonovic

 

 

Title: Trustee

 

 

 

RIFLES TRUST

 

 

 

By:

/s/ Ajit Singh Chadha

 

 

Name: Ajit Singh Chadha

 

 

Title: Trustee

 

 

 

SUNRAJ LLC

 

 

 

By:

/s/ Sunil Rajadhyksha

 

 

Name: Sunil Rajadhyksha

 

 

Title: Manager

 

 

 

/s/ Andrej Jonovic

 

Andrej Jonovic

 

[Signature Page to 13D/A No. 11]

 

42


 

 

SHADOW POND LLC

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Manager

 

 

 

/s/ Ron Cogburn

 

Ron Cogburn

 

 

 

/s/ Kanwar Chadha

 

Kanwar Chadha

 

 

 

/s/ Surinder Rametra

 

Surinder Rametra

 

 

 

PIDGIN ASSOCIATES LLC

 

 

 

By:

/s/ Xin Cheng

 

 

Name: Xin Cheng

 

 

Title: Manager

 

 

 

/s/ Suresh Yannamani

 

Suresh Yannamani

 

 

 

/s/ Jim Reynolds

 

Jim Reynolds

 

 

 

/s/ Vik Negi

 

Vik Negi

 

 

 

/s/ Matt Brown

 

Matt Brown

 

 

 

/s/ Srini Murali

 

Srini Murali

 

 

 

/s/ Vitalie Robu

 

Vitalie Robu

 

 

 

/s/ Sanjay Kulkarni

 

Sanjay Kulkarni

 

 

 

/s/ Mark Fairchild

 

Mark Fairchild

 

 

 

/s/ Shrikant Sortur

 

Shrikant Sortur

 

[Signature Page to 13D/A No. 11]

 

43


 

 

/s/ Anubhav Verma

 

Anubhav Verma

 

 

 

/s/ Edward (Jim) Stephenson

 

Edward (Jim) Stephenson

 

 

 

/s/ Matt Reynolds

 

Matt Reynolds

 

 

 

/s/ Eokesh Natarajan

 

Eokesh Natarajan

 

 

 

/s/ Carlos Mallen

 

Carlos Mallen

 

[Signature Page to 13D/A No. 11]

 

44


 

 

/s/ Mark Olschanski

 

Mark Olschanski

 

[Signature Page to 13D/A No. 11]

 

45


Exhibit 10.1

 

JOINDER TO VOTING AGREEMENT

 

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is made as of this 23rd day of March, 2020 by each of the undersigned (each, a “Joining Party”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Voting Agreement (as defined below).

 

W I T N E S E T H

 

WHEREAS, HandsOn Global Management, LLC (“HGM”) and the parties signatory thereto (the “Stockholders”) are parties to that certain Voting Agreement, dated as of October 23, 2019, as amended (the “Voting Agreement”); and

 

WHEREAS, the Joining Party has reviewed the terms of the Voting Agreement and determined that it is desirable and in such Joining Party’s best interests to execute this Joinder Agreement.

 

NOW, THEREFORE, the Joining Party hereby agrees as follows:

 

Section 1.              Joinder of Voting Agreement.  By executing this Joinder Agreement, the Joining Party (a) accepts and agrees to be bound by, and subject to, the terms and conditions of the Voting Agreement, as though an original party thereto and (b) shall be deemed to be a “Stockholder” thereunder and shall be entitled to all the rights and be bound by all of the obligations incidental thereto applicable to Stockholders.

 

Section 2.              Representations and Warranties.

 

(a)           The Joining Party has received a copy of the Voting Agreement.  The Joining Party has read and understands the terms of the Voting Agreement and has been afforded the opportunity to ask questions concerning the Voting Agreement and other topics related thereto.

 

(b)           The Joining Party hereby represents and warrants as set forth in Article III of the Voting Agreement; provided, however, that all references to “the date hereof” shall be deemed to be replaced with “the date of the Joinder Agreement”.

 

Section 3.              Full Force and Effect.  Except as expressly modified by this Joinder Agreement, all of the terms, covenants, agreements, conditions and other provisions of the Voting Agreement shall remain in full force and effect in accordance with its terms.

 

Section 4.              Notices.  All notices provided to the Joining Party shall be sent or delivered to such Joining Party at the address set forth on the signature page hereto unless and until the Company has received written notice from such Joining Party of a changed address.

 


 

Section 5.              Governing Law.  This Joinder Agreement and any controversy arising out of or relating to this Joinder Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

 

[Signature Page Follows]

 

2


 

IN WITNESS WHEREOF, each Joining Party has executed and delivered this Joinder Agreement as of the date first above written.

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name:

Par Chadha

 

 

Title:

Manager

 

[Signature Page to Joinder to Voting Agreement]

 


 

 

STOCKHOLDER:

 

 

 

 

 

/s/ Mark Fairchild

 

Mark D Fairchild

 

 

 

Address:

505 E Bethel School Rd.

 

 

Coppell, TX 75019

 

 

Information for Schedule I

 

Name and Address of
Stockholder

 

Number of
Common Shares

 

Number of Ex-Sigma
 Common Units

 

Number of Ex-Sigma
Exchangeable Preferred
Interests

Mark Fairchild
505 E Bethel School Rd.
Coppell, TX 75019

 

47,384

 

0

 

14.81

 

[Signature Page to Joinder to Voting Agreement]

 


Exhibit 10.2

JOINDER TO VOTING AGREEMENT

 

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is made as of this 23rd day of March, 2020 by each of the undersigned (each, a “Joining Party”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Voting Agreement (as defined below).

 

W I T N E S E T H

 

WHEREAS, HandsOn Global Management, LLC (“HGM”) and the parties signatory thereto (the “Stockholders”) are parties to that certain Voting Agreement, dated as of October 23, 2019, as amended (the “Voting Agreement”); and

 

WHEREAS, the Joining Party has reviewed the terms of the Voting Agreement and determined that it is desirable and in such Joining Party’s best interests to execute this Joinder Agreement.

 

NOW, THEREFORE, the Joining Party hereby agrees as follows:

 

Section 1.              Joinder of Voting Agreement.  By executing this Joinder Agreement, the Joining Party (a) accepts and agrees to be bound by, and subject to, the terms and conditions of the Voting Agreement, as though an original party thereto and (b) shall be deemed to be a “Stockholder” thereunder and shall be entitled to all the rights and be bound by all of the obligations incidental thereto applicable to Stockholders.

 

Section 2.              Representations and Warranties.

 

(a)           The Joining Party has received a copy of the Voting Agreement.  The Joining Party has read and understands the terms of the Voting Agreement and has been afforded the opportunity to ask questions concerning the Voting Agreement and other topics related thereto.

 

(b)           The Joining Party hereby represents and warrants as set forth in Article III of the Voting Agreement; provided, however, that all references to “the date hereof” shall be deemed to be replaced with “the date of the Joinder Agreement”.

 

Section 3.              Full Force and Effect.  Except as expressly modified by this Joinder Agreement, all of the terms, covenants, agreements, conditions and other provisions of the Voting Agreement shall remain in full force and effect in accordance with its terms.

 

Section 4.              Notices.  All notices provided to the Joining Party shall be sent or delivered to such Joining Party at the address set forth on the signature page hereto unless and until the Company has received written notice from such Joining Party of a changed address.

 


 

Section 5.              Governing Law.  This Joinder Agreement and any controversy arising out of or relating to this Joinder Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

 

[Signature Page Follows]

 

2


 

IN WITNESS WHEREOF, each Joining Party has executed and delivered this Joinder Agreement as of the date first above written.

 

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name:

Par Chadha

 

 

Title:

Manager

 

[Signature Page to Joinder to Voting Agreement]

 


 

 

STOCKHOLDER:

 

 

 

 

 

/s/ Sanjay Kulkarni

 

Sanjay Kulkarni

 

 

 

Address:

201 Ocean Avenue, 1705P

 

 

Santa Monica, CA 90402

 

Information for Schedule I

 

Name and Address of 
Stockholder

 

Number of
Common Shares

 

Number of Ex-Sigma
Common Units

 

Number of Ex-Sigma
Exchangeable
Preferred Interests

Sanjay Kulkarni
201 Ocean Avenue, 1705P
Santa Monica, CA 90402

 

61,904

 

82

 

11.27

 

[Signature Page to Joinder to Voting Agreement]

 


Exhibit 10.3

 

JOINDER TO VOTING AGREEMENT

 

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is made as of this 23rd day of March, 2020 by each of the undersigned (each, a “Joining Party”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Voting Agreement (as defined below).

 

W I T N E S E T H

 

WHEREAS, HandsOn Global Management, LLC (“HGM”) and the parties signatory thereto (the “Stockholders”) are parties to that certain Voting Agreement, dated as of October 23, 2019, as amended (the “Voting Agreement”); and

 

WHEREAS, the Joining Party has reviewed the terms of the Voting Agreement and determined that it is desirable and in such Joining Party’s best interests to execute this Joinder Agreement.

 

NOW, THEREFORE, the Joining Party hereby agrees as follows:

 

Section 1.              Joinder of Voting Agreement.  By executing this Joinder Agreement, the Joining Party (a) accepts and agrees to be bound by, and subject to, the terms and conditions of the Voting Agreement, as though an original party thereto and (b) shall be deemed to be a “Stockholder” thereunder and shall be entitled to all the rights and be bound by all of the obligations incidental thereto applicable to Stockholders.

 

Section 2.              Representations and Warranties.

 

(a)           The Joining Party has received a copy of the Voting Agreement.  The Joining Party has read and understands the terms of the Voting Agreement and has been afforded the opportunity to ask questions concerning the Voting Agreement and other topics related thereto.

 

(b)           The Joining Party hereby represents and warrants as set forth in Article III of the Voting Agreement; provided, however, that all references to “the date hereof” shall be deemed to be replaced with “the date of the Joinder Agreement”.

 

Section 3.              Full Force and Effect.  Except as expressly modified by this Joinder Agreement, all of the terms, covenants, agreements, conditions and other provisions of the Voting Agreement shall remain in full force and effect in accordance with its terms.

 

Section 4.              Notices.  All notices provided to the Joining Party shall be sent or delivered to such Joining Party at the address set forth on the signature page hereto unless and until the Company has received written notice from such Joining Party of a changed address.

 


 

Section 5.              Governing Law.  This Joinder Agreement and any controversy arising out of or relating to this Joinder Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

 

[Signature Page Follows]

 

2


 

IN WITNESS WHEREOF, each Joining Party has executed and delivered this Joinder Agreement as of the date first above written.

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name:

Par Chadha

 

 

Title:

Manager

 

[Signature Page to Joinder to Voting Agreement]

 


 

 

STOCKHOLDER:

 

 

 

 

 

/s/ Shrikant Sortur

 

Shrikant Sortur

 

 

 

Address:

42579 Beechwood Dr

 

 

Sterling Heights, MI 48314

 

Information for Schedule I

 

Name and Address of
Stockholder

 

Number of
Common Shares

 

Number of Ex-Sigma
Common Units

 

Number of Ex-Sigma
Exchangeable
Preferred Interests

Shrikant Sortur
42579 Beechwood Dr
Sterling Heights, MI 48314

 

46,706

 

0

 

7.57

 

[Signature Page to Joinder to Voting Agreement]

 


Exhibit 10.4

 

JOINDER TO VOTING AGREEMENT

 

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is made as of this 23rd day of March, 2020 by each of the undersigned (each, a “Joining Party”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Voting Agreement (as defined below).

 

W I T N E S E T H

 

WHEREAS, HandsOn Global Management, LLC (“HGM”) and the parties signatory thereto (the “Stockholders”) are parties to that certain Voting Agreement, dated as of October 23, 2019, as amended (the “Voting Agreement”); and

 

WHEREAS, the Joining Party has reviewed the terms of the Voting Agreement and determined that it is desirable and in such Joining Party’s best interests to execute this Joinder Agreement.

 

NOW, THEREFORE, the Joining Party hereby agrees as follows:

 

Section 1.              Joinder of Voting Agreement.  By executing this Joinder Agreement, the Joining Party (a) accepts and agrees to be bound by, and subject to, the terms and conditions of the Voting Agreement, as though an original party thereto and (b) shall be deemed to be a “Stockholder” thereunder and shall be entitled to all the rights and be bound by all of the obligations incidental thereto applicable to Stockholders.

 

Section 2.              Representations and Warranties.

 

(a)           The Joining Party has received a copy of the Voting Agreement.  The Joining Party has read and understands the terms of the Voting Agreement and has been afforded the opportunity to ask questions concerning the Voting Agreement and other topics related thereto.

 

(b)           The Joining Party hereby represents and warrants as set forth in Article III of the Voting Agreement; provided, however, that all references to “the date hereof” shall be deemed to be replaced with “the date of the Joinder Agreement”.

 

Section 3.              Full Force and Effect.  Except as expressly modified by this Joinder Agreement, all of the terms, covenants, agreements, conditions and other provisions of the Voting Agreement shall remain in full force and effect in accordance with its terms.

 

Section 4.              Notices.  All notices provided to the Joining Party shall be sent or delivered to such Joining Party at the address set forth on the signature page hereto unless and until the Company has received written notice from such Joining Party of a changed address.

 


 

Section 5.              Governing Law.  This Joinder Agreement and any controversy arising out of or relating to this Joinder Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

 

[Signature Page Follows]

 

2


 

IN WITNESS WHEREOF, each Joining Party has executed and delivered this Joinder Agreement as of the date first above written.

 

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name:

Par Chadha

 

 

Title:

Manager

 

[Signature Page to Joinder to Voting Agreement]

 


 

 

STOCKHOLDER:

 

 

 

 

 

/s/ Anubhav Verma

 

Anubhav Verma

 

 

 

Address:

7970 Chase Ave

 

 

Los Angeles, CA 90045

 

Information for Schedule I

 

Name and Address of
Stockholder

 

Number of
Common Shares

 

Number of Ex-Sigma
Common Units

 

Number of Ex-Sigma
Exchangeable
Preferred Interests

Anubhav Verma
7970 Chase Ave
Los Angeles, CA 90045

 

9,021

 

0

 

6.73

 

[Signature Page to Joinder to Voting Agreement]

 


Exhibit 10.5

 

JOINDER TO VOTING AGREEMENT

 

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is made as of this 23rd day of March, 2020 by each of the undersigned (each, a “Joining Party”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Voting Agreement (as defined below).

 

W I T N E S E T H

 

WHEREAS, HandsOn Global Management, LLC (“HGM”) and the parties signatory thereto (the “Stockholders”) are parties to that certain Voting Agreement, dated as of October 23, 2019, as amended (the “Voting Agreement”); and

 

WHEREAS, the Joining Party has reviewed the terms of the Voting Agreement and determined that it is desirable and in such Joining Party’s best interests to execute this Joinder Agreement.

 

NOW, THEREFORE, the Joining Party hereby agrees as follows:

 

Section 1.              Joinder of Voting Agreement.  By executing this Joinder Agreement, the Joining Party (a) accepts and agrees to be bound by, and subject to, the terms and conditions of the Voting Agreement, as though an original party thereto and (b) shall be deemed to be a “Stockholder” thereunder and shall be entitled to all the rights and be bound by all of the obligations incidental thereto applicable to Stockholders.

 

Section 2.              Representations and Warranties.

 

(a)           The Joining Party has received a copy of the Voting Agreement.  The Joining Party has read and understands the terms of the Voting Agreement and has been afforded the opportunity to ask questions concerning the Voting Agreement and other topics related thereto.

 

(b)           The Joining Party hereby represents and warrants as set forth in Article III of the Voting Agreement; provided, however, that all references to “the date hereof” shall be deemed to be replaced with “the date of the Joinder Agreement”.

 

Section 3.              Full Force and Effect.  Except as expressly modified by this Joinder Agreement, all of the terms, covenants, agreements, conditions and other provisions of the Voting Agreement shall remain in full force and effect in accordance with its terms.

 

Section 4.              Notices.  All notices provided to the Joining Party shall be sent or delivered to such Joining Party at the address set forth on the signature page hereto unless and until the Company has received written notice from such Joining Party of a changed address.

 


 

Section 5.              Governing Law.  This Joinder Agreement and any controversy arising out of or relating to this Joinder Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

 

[Signature Page Follows]

 

2


 

IN WITNESS WHEREOF, each Joining Party has executed and delivered this Joinder Agreement as of the date first above written.

 

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name:

Par Chadha

 

 

Title:

Manager

 

[Signature Page to Joinder to Voting Agreement]

 


 

 

STOCKHOLDER:

 

 

 

 

 

/s/ Edward (Jim) Stephenson

 

Edward (Jim) Stephenson

 

 

 

Address:

3990 Pillar Rd.
Whitmore Lake, MI 48189

 

Information for Schedule I

 

Name and Address of
Stockholder

 

Number of
Common Shares

 

Number of Ex-Sigma
Common Units

 

Number of Ex-Sigma
Exchangeable
Preferred Interests

Edward (Jim) Stephenson
3990 Pillar Rd.
Whitmore Lake, MI 48189

 

8,571

 

0

 

6.40

 

[Signature Page to Joinder to Voting Agreement]

 


Exhibit 10.6

 

JOINDER TO VOTING AGREEMENT

 

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is made as of this 23rd day of March, 2020 by each of the undersigned (each, a “Joining Party”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Voting Agreement (as defined below).

 

W I T N E S E T H

 

WHEREAS, HandsOn Global Management, LLC (“HGM”) and the parties signatory thereto (the “Stockholders”) are parties to that certain Voting Agreement, dated as of October 23, 2019, as amended (the “Voting Agreement”); and

 

WHEREAS, the Joining Party has reviewed the terms of the Voting Agreement and determined that it is desirable and in such Joining Party’s best interests to execute this Joinder Agreement.

 

NOW, THEREFORE, the Joining Party hereby agrees as follows:

 

Section 1.              Joinder of Voting Agreement.  By executing this Joinder Agreement, the Joining Party (a) accepts and agrees to be bound by, and subject to, the terms and conditions of the Voting Agreement, as though an original party thereto and (b) shall be deemed to be a “Stockholder” thereunder and shall be entitled to all the rights and be bound by all of the obligations incidental thereto applicable to Stockholders.

 

Section 2.              Representations and Warranties.

 

(a)           The Joining Party has received a copy of the Voting Agreement.  The Joining Party has read and understands the terms of the Voting Agreement and has been afforded the opportunity to ask questions concerning the Voting Agreement and other topics related thereto.

 

(b)           The Joining Party hereby represents and warrants as set forth in Article III of the Voting Agreement; provided, however, that all references to “the date hereof” shall be deemed to be replaced with “the date of the Joinder Agreement”.

 

Section 3.              Full Force and Effect.  Except as expressly modified by this Joinder Agreement, all of the terms, covenants, agreements, conditions and other provisions of the Voting Agreement shall remain in full force and effect in accordance with its terms.

 

Section 4.              Notices.  All notices provided to the Joining Party shall be sent or delivered to such Joining Party at the address set forth on the signature page hereto unless and until the Company has received written notice from such Joining Party of a changed address.

 


 

Section 5.              Governing Law.  This Joinder Agreement and any controversy arising out of or relating to this Joinder Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

 

[Signature Page Follows]

 

2


 

IN WITNESS WHEREOF, each Joining Party has executed and delivered this Joinder Agreement as of the date first above written.

 

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name:

Par Chadha

 

 

Title:

Manager

 

[Signature Page to Joinder to Voting Agreement]

 


 

 

STOCKHOLDER:

 

 

 

 

 

/s/ Eokesh Natarajan

 

Eokesh Natarajan

 

 

 

Address:

3365 Ellenboro Dr,
Troy, MI 48083

 

Information for Schedule I

 

Name and Address of
Stockholder

 

Number of
Common Shares

 

Number of Ex-Sigma
Common Units

 

Number of Ex-Sigma
Exchangeable
Preferred Interests

Eokesh Natarajan
3365 Ellenboro Dr,
Troy, MI 48083

 

6,315

 

0

 

4.71

 

[Signature Page to Joinder to Voting Agreement]

 


 

Exhibit 10.7

 

JOINDER TO VOTING AGREEMENT

 

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is made as of this 23rd day of March, 2020 by each of the undersigned (each, a “Joining Party”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Voting Agreement (as defined below).

 

W I T N E S E T H

 

WHEREAS, HandsOn Global Management, LLC (“HGM”) and the parties signatory thereto (the “Stockholders”) are parties to that certain Voting Agreement, dated as of October 23, 2019, as amended (the “Voting Agreement”); and

 

WHEREAS, the Joining Party has reviewed the terms of the Voting Agreement and determined that it is desirable and in such Joining Party’s best interests to execute this Joinder Agreement.

 

NOW, THEREFORE, the Joining Party hereby agrees as follows:

 

Section 1.              Joinder of Voting Agreement.  By executing this Joinder Agreement, the Joining Party (a) accepts and agrees to be bound by, and subject to, the terms and conditions of the Voting Agreement, as though an original party thereto and (b) shall be deemed to be a “Stockholder” thereunder and shall be entitled to all the rights and be bound by all of the obligations incidental thereto applicable to Stockholders.

 

Section 2.              Representations and Warranties.

 

(a)           The Joining Party has received a copy of the Voting Agreement.  The Joining Party has read and understands the terms of the Voting Agreement and has been afforded the opportunity to ask questions concerning the Voting Agreement and other topics related thereto.

 

(b)           The Joining Party hereby represents and warrants as set forth in Article III of the Voting Agreement; provided, however, that all references to “the date hereof” shall be deemed to be replaced with “the date of the Joinder Agreement”.

 

Section 3.              Full Force and Effect.  Except as expressly modified by this Joinder Agreement, all of the terms, covenants, agreements, conditions and other provisions of the Voting Agreement shall remain in full force and effect in accordance with its terms.

 

Section 4.              Notices.  All notices provided to the Joining Party shall be sent or delivered to such Joining Party at the address set forth on the signature page hereto unless and until the Company has received written notice from such Joining Party of a changed address.

 


 

Section 5.              Governing Law.  This Joinder Agreement and any controversy arising out of or relating to this Joinder Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

 

[Signature Page Follows]

 

2


 

IN WITNESS WHEREOF, each Joining Party has executed and delivered this Joinder Agreement as of the date first above written.

 

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name:

Par Chadha

 

 

Title:

Manager

 

[Signature Page to Joinder to Voting Agreement]

 


 

 

STOCKHOLDER:

 

 

 

 

 

/s/ Matt Reynolds

 

Matt Reynolds

 

 

 

Address:

679 Rivard Blvd
Grosse Pointe, MI 48230

 

Information for Schedule I

 

Name and Address of
Stockholder

 

Number of
Common Shares

 

Number of Ex-Sigma
Common Units

 

Number of Ex-Sigma
Exchangeable
Preferred Interests

Matt Reynolds
679 Rivard Blvd
Grosse Pointe, MI 48230

 

6,090

 

0

 

4.54

 

[Signature Page to Joinder to Voting Agreement]

 


Exhibit 10.8

 

JOINDER TO VOTING AGREEMENT

 

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is made as of this 23rd day of March, 2020 by each of the undersigned (each, a “Joining Party”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Voting Agreement (as defined below).

 

W I T N E S E T H

 

WHEREAS, HandsOn Global Management, LLC (“HGM”) and the parties signatory thereto (the “Stockholders”) are parties to that certain Voting Agreement, dated as of October 23, 2019, as amended (the “Voting Agreement”); and

 

WHEREAS, the Joining Party has reviewed the terms of the Voting Agreement and determined that it is desirable and in such Joining Party’s best interests to execute this Joinder Agreement.

 

NOW, THEREFORE, the Joining Party hereby agrees as follows:

 

Section 1.              Joinder of Voting Agreement.  By executing this Joinder Agreement, the Joining Party (a) accepts and agrees to be bound by, and subject to, the terms and conditions of the Voting Agreement, as though an original party thereto and (b) shall be deemed to be a “Stockholder” thereunder and shall be entitled to all the rights and be bound by all of the obligations incidental thereto applicable to Stockholders.

 

Section 2.              Representations and Warranties.

 

(a)           The Joining Party has received a copy of the Voting Agreement.  The Joining Party has read and understands the terms of the Voting Agreement and has been afforded the opportunity to ask questions concerning the Voting Agreement and other topics related thereto.

 

(b)           The Joining Party hereby represents and warrants as set forth in Article III of the Voting Agreement; provided, however, that all references to “the date hereof” shall be deemed to be replaced with “the date of the Joinder Agreement”.

 

Section 3.              Full Force and Effect.  Except as expressly modified by this Joinder Agreement, all of the terms, covenants, agreements, conditions and other provisions of the Voting Agreement shall remain in full force and effect in accordance with its terms.

 

Section 4.              Notices.  All notices provided to the Joining Party shall be sent or delivered to such Joining Party at the address set forth on the signature page hereto unless and until the Company has received written notice from such Joining Party of a changed address.

 


 

Section 5.              Governing Law.  This Joinder Agreement and any controversy arising out of or relating to this Joinder Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

 

[Signature Page Follows]

 

2


 

IN WITNESS WHEREOF, each Joining Party has executed and delivered this Joinder Agreement as of the date first above written.

 

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name:

Par Chadha

 

 

Title:

Manager

 

[Signature Page to Joinder to Voting Agreement]

 


 

 

STOCKHOLDER:

 

 

 

 

 

/s/ Carlos Mallen

 

Carlos Mallen

 

 

 

Address:

1307 WineCreek Ct
Allen, TX 75002

 

Information for Schedule I

 

Name and Address of
Stockholder

 

Number of
Common Shares

 

Number of Ex-Sigma
Common Units

 

Number of Ex-Sigma
Exchangeable
Preferred Interests

Carlos Mallen
1307 WineCreek Ct
Allen, TX 75002

 

5,413

 

0

 

4.04

 

[Signature Page to Joinder to Voting Agreement]

 


 

Exhibit 10.9

 

JOINDER TO VOTING AGREEMENT

 

THIS JOINDER AGREEMENT (this “Joinder Agreement”) is made as of this 24th day of March, 2020 by each of the undersigned (each, a “Joining Party”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Voting Agreement (as defined below).

 

W I T N E S E T H

 

WHEREAS, HandsOn Global Management, LLC (“HGM”) and the parties signatory thereto (the “Stockholders”) are parties to that certain Voting Agreement, dated as of October 23, 2019, as amended (the “Voting Agreement”); and

 

WHEREAS, the Joining Party has reviewed the terms of the Voting Agreement and determined that it is desirable and in such Joining Party’s best interests to execute this Joinder Agreement.

 

NOW, THEREFORE, the Joining Party hereby agrees as follows:

 

Section 1.              Joinder of Voting Agreement.  By executing this Joinder Agreement, the Joining Party (a) accepts and agrees to be bound by, and subject to, the terms and conditions of the Voting Agreement, as though an original party thereto and (b) shall be deemed to be a “Stockholder” thereunder and shall be entitled to all the rights and be bound by all of the obligations incidental thereto applicable to Stockholders.

 

Section 2.              Representations and Warranties.

 

(a)           The Joining Party has received a copy of the Voting Agreement.  The Joining Party has read and understands the terms of the Voting Agreement and has been afforded the opportunity to ask questions concerning the Voting Agreement and other topics related thereto.

 

(b)           The Joining Party hereby represents and warrants as set forth in Article III of the Voting Agreement; provided, however, that all references to “the date hereof” shall be deemed to be replaced with “the date of the Joinder Agreement”.

 

Section 3.              Full Force and Effect.  Except as expressly modified by this Joinder Agreement, all of the terms, covenants, agreements, conditions and other provisions of the Voting Agreement shall remain in full force and effect in accordance with its terms.

 

Section 4.              Notices.  All notices provided to the Joining Party shall be sent or delivered to such Joining Party at the address set forth on the signature page hereto unless and until the Company has received written notice from such Joining Party of a changed address.

 


 

Section 5.              Governing Law.  This Joinder Agreement and any controversy arising out of or relating to this Joinder Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than such laws.

 

[Signature Page Follows]

 

2


 

IN WITNESS WHEREOF, each Joining Party has executed and delivered this Joinder Agreement as of the date first above written.

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Par Chadha

 

 

Name:

Par Chadha

 

 

Title:

Manager

 

[Signature Page to Joinder to Voting Agreement]

 


 

 

STOCKHOLDER:

 

 

 

 

 

/s/ Mark Olschanski

 

Mark Olschanski

 

 

 

Address:

8530 Stonegate Dr.
Northville, MI 48168

 

Information for Schedule I

 

Name and Address of
Stockholder

 

Number of
Common Shares

 

Number of Ex-Sigma
Common Units

 

Number of Ex-Sigma
Exchangeable
Preferred Interests

Mark Olschanski
8530 Stonegate Dr.
Northville, MI 48168

 

4,511

 

0

 

3.37

 

[Signature Page to Joinder to Voting Agreement]

 


 

Exhibit 10.10

 

Schedule I
Ownership of Shares

 

Name and Address of Stockholder

 

Number of Common
Shares

 

Number of
Preferred
Shares

HOF 2 LLC
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

14,138,818

 

1,226,052

Adesi 234 LLC
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

2,881,899

 

112,597

HOVS LLC
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

17,136,369

 

54,886

HandsOn Fund 4 I LLC
c/o HandsOn 3, LLC
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

0

 

0

HOV Capital III LLC
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

0

 

0

HOV Services Ltd
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

0

 

0

Ex-Sigma 2 LLC
2701 E. Grauwyler Road Irving, Texas 75061

 

0

 

0

Ex-Sigma LLC
2701 E. Grauwyler Road Irving, Texas 75061

 

0

 

0

HandsOn Global Management LLC
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

509,964

 

19,362

Par Chadha
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

78,244

 

0

HandsOn 3, LLC
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

46,500

 

0

SoNino LLC
8550 West Desert Inn Road, Suite 102-452 Las Vegas, Nevada 89117

 

3,194,628

 

114,770

 


 

Jim Reynolds
29 Warner Rd
Grosse Pointe Farms, MI 48236

 

52,836

 

0

SunRaj LLC
4260 Pilon Point
San Diego, CA 92130

 

2,189,916

 

28,760

Pidgin Associates LLC
12707 Heritage Glen Ct.
San Diego, CA 92130

 

3,163,052

 

118,578

Delos Investment Fund, L.P.
c/o Delos Capital Management, LP
120 5th Ave, Third Floor
New York, NY 10011

 

14,869,360

 

502,356

Ronald Cogburn
712 Bandit Trail
Keller, TX 76248

 

359,295

 

10,494

Beigam Trust
8550 West Desert Inn Road, Suite 102-452
Las Vegas, NV 89117

 

2,937,626

 

109,774

Rifles Trust
8550 West Desert Inn Road, Suite 102-452
Las Vegas, NV 89117

 

1,548,661

 

55,438

Andrej Jonovic
8550 West Desert Inn Road, Suite 102-452
Las Vegas, NV 89117

 

467,165

 

14,350

Shadow Pond LLC
8550 West Desert Inn Road, Suite 102-452
Las Vegas, NV 89117

 

1,508,963

 

58,848

Vik Negi
173 Fieldwood Irving
Irving, CA 92618

 

44,747

 

0

Matt Brown
1534 Valley Dr
Topanga, CA 90290

 

140,388

 

4,284

 

2


 

Srinivasan Murali
c/o SourceHOV
1250 W 14 Mile
Troy, MI 48083

 

116,812

 

2,637

Vitalie Robu
36 Jedburgh Street
London, SW11 5QB

 

249,381

 

0

Kanwar Chadha
8550 West Desert Inn Road, Suite 102-452
Las Vegas, NV 89117

 

367,633

 

3,659

Surinder Rametra
8550 West Desert Inn Road, Suite 102-452
Las Vegas, NV 89117

 

3,065,754

 

119,885

Suresh Yannamami
4805 Lake Forest Dr.
Dallas, TX 75254

 

512,086

 

17,836

Stern Capital Partners LLC
27 Riesling Court
Commack, NY 11725

 

1,329,058

 

52,146

Sanjay Kulkarni
201 Ocean Avenue, 1705P
Santa Monica, CA 90402

 

61,904

 

1,258

Mark Fairchild
505 E Bethel School Rd.
Coppell, TX 75019

 

47,384

 

768

Shrikant Sortur
42579 Beechwood Dr
Sterling Heights, MI 48314

 

46,706

 

393

Anubhav Verma
7970 Chase Ave
Los Angeles, CA 90045

 

9,021

 

349

Edward J. Stephenson
3990 Pillar Rd.
Whitmore Lake, MI 48189

 

8,571

 

332

 

3


 

Eokesh Natarajan
3365 Ellenboro Dr,
Troy, MI 48083

 

6,315

 

244

Matt Reynolds
679 Rivard Blvd
Grosse Pointe, MI 48230

 

6,090

 

236

Carlos Mallen
1307 WineCreek Ct
Allen, TX 75002

 

5,413

 

210

Mark Olschanski
8530 Stonegate Dr.
Northville, MI 48168

 

4,511

 

175

 

4


 

Exhibit 99.1

 

AMENDED AND RESTATED JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.

 

Dated: March 25, 2020

 

 

HANDSON GLOBAL MANAGEMENT, LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

HOVS LLC

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

HANDSON FUND 4 I LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 


 

 

HOV CAPITAL III LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

HOV SERVICES LTD

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Director

 

 

 

ADESI 234 LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

HOF 2 LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

EX-SIGMA 2 LLC

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

[Signature Page to Second Joint Filing Agreement]

 


 

 

EX-SIGMA LLC

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: President

 

 

 

 

 

/s/ Par Chadha

 

Par Chadha

 

 

 

 

 

HANDSON 3, LLC

 

 

 

By:

/s/ Par Chadha

 

 

Name: Par Chadha

 

 

Title: Manager

 

 

 

 

SONINO LLC

 

 

 

 

By:

/s/ Jim Reynolds

 

 

Name: Jim Reynolds

 

 

Title: Manager

 

 

 

 

BEIGAM TRUST

 

 

 

 

By:

/s/ Sarah Jonovic

 

 

Name: Sarah Jonovic

 

 

Title: Trustee

 

[Signature Page to Second Joint Filing Agreement]

 


 

 

RIFLES TRUST

 

 

 

 

By:

/s/ Ajit Singh Chadha

 

 

Name: Ajit Singh Chadha

 

 

Title: Trustee

 

 

 

 

SUNRAJ LLC

 

 

 

 

By:

/s/ Sunil Rajadhyksha

 

 

Name: Sunil Rajadhyksha

 

 

Title: Manager

 

 

 

 

/s/ Andrej Jonovic

 

Andrej Jonovic

 

 

 

 

 

 

 

SHADOW POND LLC

 

 

 

 

By:

/s/ Vik Negi

 

 

Name: Vik Negi

 

 

Title: Manager

 

 

 

 

/s/ Ron Cogburn

 

Ron Cogburn

 

 

 

 

 

 

 

/s/ Kanwar Chadha

 

Kanwar Chadha

 

 

 

 

 

 

 

/s/ Surinder Rametra

 

Surinder Rametra

 

[Signature Page to Second Joint Filing Agreement]

 


 

 

PIDGIN ASSOCIATES LLC

 

 

 

 

 

 

 

By:

/s/ Xin Cheng

 

 

Name: Xin Cheng

 

 

Title: Manager

 

 

 

/s/ Suresh Yannamani

 

Suresh Yannamani

 

 

 

/s/ Jim Reynolds

 

Jim Reynolds

 

 

 

/s/ Vik Negi

 

Vik Negi

 

 

 

/s/ Matt Brown

 

Matt Brown

 

 

 

/s/ Srini Murali

 

Srini Murali

 

 

 

/s/ Vitalie Robu

 

Vitalie Robu

 

 

 

/s/ Sanjay Kulkarni

 

Sanjay Kulkarni

 

 

 

/s/ Mark Fairchild

 

Mark Fairchild

 

 

 

/s/ Shrikant Sortur

 

Shrikant Sortur

 

[Signature Page to Second Joint Filing Agreement]

 


 

 

/s/ Anubhav Verma

 

Anubhav Verma

 

 

 

/s/ Edward (Jim) Stephenson

 

Edward (Jim) Stephenson

 

 

 

/s/ Matt Reynolds

 

Matt Reynolds

 

 

 

/s/ Eokesh Natarajan

 

Eokesh Natarajan

 

 

 

/s/ Carlos Mallen

 

Carlos Mallen

 

[Signature Page to Second Joint Filing Agreement]

 


 

 

/s/ Mark Olschanski

 

Mark Olschanski

 

[Signature Page to Second Joint Filing Agreement]