On July 2, 2020, SeaChange International, Inc., a Delaware corporation (the Company) entered into a letter of intent (the LOI)
with CCUR Holdings, Inc., a Delaware corporation (CCUR). Pursuant to the terms of the LOI, the parties agreed to negotiate and enter into definitive loan documentation for a First Lien Senior Secured Term Loan in an amount of up to
$10 million (the Loan). The LOI provides that the Loan will accrue interest at a rate of 10% per annum on the outstanding principal amount of the Loan, which interest shall be payable quarterly in arrears. The Loan is also subject
to a one-time commitment fee equal to 3% of the Loan amount, payable in cash or up to 50% in the Companys common stock, at the Companys discretion. The initial term of the Loan is contemplated to
be one year, subject to up to two six-month extensions upon the Companys request and payment of an extension fee. Pursuant to the definitive loan documentation, the Company will provide customary
representations, warranties and covenants, and the Loan will be subject customary conditions to closing and events of default. A member of the Companys board of directors (the Board), Robert Pons, also sits on the board of
directors of CCUR. Mr. Pons recused himself from the deliberations of the Board regarding its approval of the LOI.
The Loan is subject to, and
contingent upon, the completion of definitive loan documentation and final approval by the board of directors of CCUR and SEAC. The LOI expires sixty days from July 2, 2020, but may be extended for additional periods, upon mutual agreement of
the parties. The Company does not currently anticipate the need to draw down on the Loan contemplated by the LOI.
The foregoing summary of the LOI does
not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Company
to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. In
addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as believes, belief, expects,
estimates, intends, anticipates, or plans to be uncertain and forward-looking. Among the factors that could cause actual results to differ materially from those described or projected herein are the
following: financial market conditions; the spread and effects of the novel coronavirus pandemic; actions by the Company or CCUR; the ability of the Company and CCUR to successfully negotiate and execute definitive loan documentation and the
approval of definitive loan documentation by the CCUR board of directors. Additional factors include those listed under Part I, Item 1A. Risk Factors in the Companys Annual Report on
Form 10-K for the fiscal year ended January 31, 2020 and the Companys other filings with the SEC. Except as required by law, the Company assumes no obligation to update or revise these
forward-looking statements for any reason, even if new information becomes available in the future.