Page 3 of 6 SEC Filing
| CUSIP No. 741865 109 | Page 2 of 5 | |||
| SCHEDULE |
Pursuant to the terms of the Settlement Agreement, concurrently with the execution of the Settlement
Agreement by the parties, each of the Independent Directors resigned as a director of the Issuer effective as of one business day after the date on which the stockholders of the Issuer approve all of the Governance Matters (as defined below).
Mr. Cannella also resigned as a director, officer, manager, employee and/or consultant of the Issuer and each of its portfolio companies effective as of one business day after the date on which the stockholders of the Issuer approve all of the
Governance Matters.
Furthermore, pursuant to the terms of the Settlement Agreement, if any Capital Point Director resigns or is removed as a director of
the Issuer (a “Resigning Capital Point Director”), CPP I shall have the right to recommend substitute persons as a replacement director until such time as an individual who is acceptable the Nominating and Corporate
Governance Committee of the Issuer and the Board is appointed to the Board as a replacement director.
Pursuant to the Settlement Agreement, the Issuer
shall call an annual meeting of stockholders of the Issuer (the “Annual Meeting”) for the purpose of such stockholders voting on, among other things, (i) the election of one of the Capital Point Directors and Mark
DiSalvo as Class I Directors and the other Capital Point Director and Greg Bennett as Class III Directors of the Issuer, (ii) the approval of the New Investment Advisory Agreement, (iii) subject to review and approval of Articles of
Amendment (and the Board advising approval to the stockholders of the Issuer), the approval of the following amendments to the charter of the Issuer: (A) declassifying the Board, (B) providing the stockholders of the Issuers the right to
remove any director, or the entire Board, from office at any time, with or without cause, by the affirmative vote of holders of shares of the Issuer’s capital stock entitled to cast a majority of all votes entitled to be cast in the election of
directors and (C) providing the stockholders of the Issuer with the right to take any action by written consent, without prior notice and without a vote, if consents are signed by holders of outstanding shares of the Issuer’s capital stock
having not less than the minimum number of votes that would be necessary to authorize such action at a meeting of stockholders at which all outstanding shares of capital stock entitled to vote thereon were present and voted and (iv) such other
matters as may be designated by the New Chairman (the matters set forth in the foregoing clauses (i) through (iv), the “Governance Matters”).
In connection with the foregoing, the Plaintiffs agreed to stay the Litigation against the Settling Defendants and promptly following the date on which the
Issuer’s stockholders approve all of the Governance Matters, the Plaintiffs agreed to dismiss with prejudice the Litigation against the Settling Defendants and Tuchman, in each case, subject to the satisfaction of certain conditions set forth
in the Settlement Agreement.
Furthermore, pursuant to the Settlement Agreement and subject to certain conditions and limitations, the Settling Defendants
are granting a release of claims against each Capital Point Party and, in certain instances, the Issuer and the Capital Point Parties are granting a release of claims against the Independent Directors, Sood and Princeton Group.
