Par Chadha - 21 Nov 2024 Form 4 Insider Report for Exela Technologies, Inc. (XELA)

Footnote F1

On November 21, 2024, Exela Technologies, Inc. (the "Company" or the "Issuer") entered into Preferred Stock Exchange Agreements (each an "Exchange Agreement") with the Reporting Persons pursuant to which the Company agreed to exchange a number of such holders' shares of Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share ("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 of Series A Preferred Stock ($16.54) by $1.18 (such transaction, the "Exchange"). For purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, among other things, the transactions contemplated by the Exchange Agreement were approved by a special committee of the Company's board of directors comprised of two independent non-employee directors.

Footnote F2

In connection with, and simultaneous with, the Exchange, the Reporting Persons transferred certain shares among themselves and to various trusts, including trusts for the benefit of Par and Sharon Chadha's adult children (the "Trusts") the cumulative result of which is that upon completion of the transactions reported in this Form 4 (the "Transactions") HandsOn Fund 4 I, LLC , a Nevada limited liability company ("HOF 4") is the only Reporting Person that directly holds any shares of the Company's capital stock and became a beneficial owner of more than 10% of the Company's Common Stock.

Footnote F3

As all shares of the Company's preferred stock held by Reporting Persons were transferred to HOF 4, only its share totals reported in the last row of Column 5 of Table I include shares of Common Stock issuable upon conversion of the Series A Preferred Stock and Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock")) owned by the Reporting Persons. Together with Mr. and Mrs. Chadha, HOF 4 filed a Schedule 13D on November 25, 2024 as a result of the Transactions which includes in its schedules additional detail regarding the distributions made for structuring and planning purposes.

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, and the effective price of a share of Common Stock in the Exchange was $1.18. All transfers within the Reporting Group or to the Trusts were without payment of consideration.

Footnote F5

On November 21, 2024, Adesi 234 LLC, a Nevada limited liability company ("Adesi"), HandsOn Global Management, LLC ("HGM"), a Nevada limited liability company, HOF 2 LLC, a Nevada limited liability company ("HOF 2"), and HOF 4, each directly owned shares of the Issuer. Adesi and HOF 2 together own a majority of HOF 4, which is managed by HGM. Adesi, HGM, HOF 2 and HOF 4 are referred to collectively herein as "the HGM Group."

Footnote F6

Mr. Par Chadha may be deemed to control the HGM Group, and may thus be deemed to beneficially own its shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock, including any shares of Common Stock issuable upon conversion thereof in accordance with their terms, in addition to any shares beneficially owned by his spouse, Sharon Chadha (who in turn may be deemed to beneficially own any shares beneficially owned by Par Chadha). The entities identified in note 5 above and HGM may be deemed to beneficially own any shares of the Issuer owned by the entities in which they are beneficial owners. Each member of the HGM Group disclaims beneficial ownership of any shares of the Issuer owned by any other member of the HGM Group, except to the extent of their pecuniary interest therein. None of the Reporting Persons have any beneficial ownership of the Trusts.

Footnote F7

Shares were owned directly by Adesi. Adesi elected not to receive the 868,062 shares of Common Stock otherwise issuable to it pursuant to the Exchange and directed that such shares be issued to the Trusts.

Footnote F8

Shares were owned directly by HGM. HGM elected not to receive the 149,270 shares of Common Stock otherwise issuable to it pursuant to the Exchange and directed that such shares be issued to one of the Trusts.

Footnote F9

Shares were owned directly by HOF 2. HOF 2 elected not to receive the 9,452,256 shares of Common Stock otherwise issuable to it pursuant to the Exchange and directed that 5,473,231 of such shares be issued to HOF 4 and that 3,979,025 of such shares of Common Stock be issued to the Trusts.

Footnote F10

Shares were owned directly by Sharon Chadha, Mr. Chadha's spouse. Mrs. Chadha was a former director of the Company, and the transaction reported is the issuance of 8 shares of Common Stock that became issuable following the Company's annual meeting in settlement of restricted stock units provided to her for her service as a director, however due to the small number of shares the Company did not direct its transfer agent to issue the shares to Mrs. Chadha until November 21, 2024. Mrs. Chadha elected not to receive the 8 shares and directed that such shares be issued to HOF 4. The closing price per share of Common Stock on June 13,2024 was $2.40.

Footnote F11

Shares were owned directly by Par Chadha.

Footnote F12

Shares are owned directly by HOF 4. The number of shares reported in the final row of Column 5 of Table I includes 1,644 shares of Common Stock issuable upon conversion of the shares of Preferred Stock held by HOF 4 in accordance with their terms.

Footnote F13

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 21 2024, the conversion price for the Series A Preferred Stock was $0.00016.

Footnote F14

Each share of Series B 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 B Cumulative Convertible Perpetual Preferred Stock. The shares of Series B Preferred Stock have no expiration date. As of November 21, 2024, the conversion price for the Series B Preferred Stock was $0.00568.