See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common
Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) Except as otherwise disclosed herein, the Reporting Persons have not affected any transactions in the Convertible Notes or the Issuers Common Stock
during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 4 summarizes certain provisions of the Restructuring Support Agreement, the Amended and Restated Note Purchase Agreement and the Amended and Restated
Investor and Registration Rights Agreement. A copy of each such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.
In connection with the proposed Out of Court Restructuring, on December 5, 2023, BEP SS IV and Ascend executed a Debt Commitment Letter (the Debt
Commitment Letter), which, among other things, provides for the commitment by Ascend to purchase, at the time of the closing of the Out of Court Restructuring, up to fifty percent (50%) of the then-outstanding aggregate principal amount of the
Convertible Notes held by BEP SS IV plus any accrued and unpaid interest through and including the closing of the Out of Court Restructuring.
Additionally, on December 5, 2023, BEP SS IV, Ascend, and the Issuer entered into a Subscription Agreement (the Subscription Agreement) in
connection with the proposed Out of Court Restructuring. Pursuant to the Subscription Agreement, Ascend will purchase from the Issuer a number of shares of Common Stock equal to the Ascend Purchase Price (as defined in the Subscription Agreement)
(the Ascend Subscription Shares), and the Issuer will pay an equity placement fee to Ascend.
The descriptions of the Debt Commitment Letter
and the Subscription Agreement in this Item 6 are not intended to be complete and each is qualified in its entirety by such agreement filed as an exhibit hereto and incorporated by reference herein.
Other than as reported herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to
be Filed as Exhibits.
Exhibit 1. Restructuring Support Agreement (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on
Form 8-K filed on December 6, 2023)
Exhibit 2. Form of Amended and Restated Note Purchase Agreement (attached as
Exhibit G to the Restructuring Support Agreement, incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed on December 6, 2023)
Exhibit 3. Form of Amended and Restated Investor and Registration Rights Agreement (attached as Exhibit H to the Restructuring Support Agreement, incorporated
by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed on December 6, 2023)
Exhibit 4. Debt Commitment Letter (attached as
Exhibit C to the Restructuring Support Agreement, incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed on December 6, 2023)
Exhibit 5. Ascend Subscription Agreement (attached as Exhibit C to the Restructuring Support Agreement, incorporated by reference to Exhibit 10.1 of the
Issuers Current Report on Form 8-K filed on December 6, 2023)
Exhibit 6. Joint Filing Agreement