Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 19 and 21, 2024, certain holders of the outstanding Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share (each a "Holder," collectively, the "Holders," and such shares, the "Series A Preferred Stock") of Exela Technologies, Inc. (the "Company") exchanged 1,525,666 shares of Series A Preferred Stock for 21,385,694 shares of the Company's common stock, par value $0.0001 per share ("Common Stock") at an exchange price of $1.18 per share of Common Stock and valuing each share of Series A Preferred Stock at its accumulated liquidation preference (the "Exchange"), pursuant to a preferred stock exchange agreement, by and among the Company and the Holders (the "Exchange Agreement"). The Exchange Agreement also contains customary representations, warranties, and covenants of the Company and of each of the Holders.

The foregoing description of the terms of the Exchange Agreement is qualified in its entirety by the provisions of the Form of Exchange Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Since certain holders of the Series A Preferred Stock are or may be deemed to be affiliated with certain directors and executive officers of the Company, including Messrs. Par Chadha, Ronald Cogburn, James Reynolds, Matthew Brown and Suresh Yannamani, the Company's Board of Directors formed a special committee of independent directors (the "Special Committee") to consider and approve the Exchange. In determining that the Exchange was fair to, and in the best interest of, the Company and its shareholders, the Special Committee relied in part on the analysis of a reputable independent financial advisor, which was engaged by the Special Committee to provide an accurate valuation of the Series A Preferred Stock.

Following the closing of the Exchange the number of shares of Series A Preferred Stock outstanding decreased from 2,778,111 to 1,252,445 and the number of shares of Common Stock outstanding increased from the previously reported 6,365,363 to 27,751,057. Company's capital stock consists of outstanding shares .