Ronald Clark Cogburn - 19 Nov 2024 Form 4 Insider Report for Exela Technologies, Inc. (XELA)

Footnote F1

On November 19, 2024, Exela Technologies, Inc. (the "Company" or the "Issuer") entered into Preferred Stock Exchange Agreements (each an "Exchange Agreement") with certain holders of the Company's Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share ("Series A Preferred Stock"), including the Reporting Person or entities affiliated with the Reporting Person, pursuant to which the Company agreed to exchange a number of such holders' shares of Series A Preferred Stock for shares of the Company's common stock, par value $0.0001 per share ("Common Stock") at a ratio determined by dividing the liquidation preference per share ($16.54) by $1.18 resulting in an effective disposition price per share of the Series A Preferred Stock equal to $16.54 and the acquisition price of the Common Stock at $1.18. For purposes of the exemption under Rule 16b-3, the transactions were approved by a special committee of the Company's board comprised of two independent directors.

Footnote F2

The number of shares reported in Column 5 of Table I includes vested options to purchase 18 shares of Common Stock and shares of Common Stock issuable upon conversion of 4,722 remaining shares of Series A Preferred Stock and 3,847 shares of Series B Preferred Stock held by Mr. Cogburn, in each case based on a conversion as of November 19, 2024 in accordance with their terms.

Footnote F3

Each share of Series A Preferred Stock is convertible at the holder's option, at any time into the number of shares of Common Stock determined as of the date of conversion using a certain conversion formula that takes into account the amount of liquidation preference per share as adjusted for accrued but unpaid dividends pursuant to the Issuer's Certificate of Designations, Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock. The shares of Series A Preferred Stock have no expiration date. As of November 19, 2024 the conversion price for the Series A Preferred Stock was $0.00015837.

Footnote F4

As per note 1, the effective price of the Series A Preferred Stock disposed of in the exchange was $16.54, its accumulated liquidation preference as of November 19, 2024.