Endurance Acquisition Corp.

PROPOSED BUSINESS COMBINATION: SatixFy

ENTERPRISE VALUE: $184 million

ANTICIPATED SYMBOL: TBD

Endurance Acquisition Corp. proposes to combine with SatixFy, a vertically integrated fabless semiconductor chip company providing products based on in-house developed chips across the entire satellite communications value chain.

SatixFy is developing satellite communication modems with Software Defined Radio (SDR) and Electronically Steered Multi Beam Antennas (ESMA) to support the most advanced communications standards, such as DVB-S2X. SatixFy’s ASICs radically increase system performance and reduce the weight and power requirements of terminals, payloads and save real estate for gateway equipment.

The company delivers the industry’s smallest VSATs and multi-beam electronically steered antenna arrays for a variety of mobile applications and services such as Connected Car, IoT, consumer broadband, in-flight connectivity, communications payloads, and more. The company was founded in 2012, and is headquartered in Rehovot, Israel with additional offices in the United States, United Kingdom and Bulgaria

SUBSEQUENT EVENT – 12/12/22 – LINK

• On December 11, 2022, the Board unanimously approved a waiver and release of all Lock-Ups with respect to the 1,000,000 private warrants to purchase ordinary shares of the Company, and the ordinary shares of the Company issuable upon the exercise of the Warrants, held by Cantor Fitzgerald & Co. and certain of its affiliated entities in exchange for consideration of $1.5 million. 
  • As a result of the waiver of the Lock-Up, Cantor exercised 935,297 of the Warrants on a “cashless exercise” basis and will receive 553,692 ordinary shares under the applicable warrant agreement.
  • Such shares will, upon issuance, which is expected to occur on December 12, 2022, be eligible for sale in the public market.
  • The Warrants were originally purchased as part of the at-risk capital at IPO.

SUBSEQUENT EVENT – 10/24/22 – LINK

• On October 24, 2022, Endurance, SatixFy, SatixFy MS and Vellar Opportunity Fund SPV LLC – Series 7 entered into a Forward Purchase Agreement for an OTC Equity Prepaid Forward Transaction, (SatixFy, are referred to herein as the “Counterparty”).
• Seller intends, but is not obligated, to purchase:
  • (a) through a broker in the open market, Class A ordinary shares of Endurance before the closing of Business Combination, from holders of Endurance Shares. including from holders who have previously elected to redeem their Endurance Shares (the “Recycled Shares”) in connection with the Business Combination and
  • (b) ordinary shares of the Counterparty up to a maximum amount equal to the difference between 10 million Shares (the “Maximum Number of Shares”) and the actual number of Recycled Shares Seller purchased from Redeeming Holders prior to Closing (such additional Shares, the “Additional Shares” and, together with the Recycled Shares, the “Subject Shares”).
• Subject to the Shares purchased in connection with the Share Consideration, the aggregate total number of shares subject to the Forward Purchase Agreement will be the sum of
  • (a) the number of Recycled Shares and
  • (b) the number of Additional Shares, but in no event more than the Maximum Number of Shares.
• The Number of Shares is subject to reduction following sales of Subject Shares as described under “Optional Early Termination” and “Shortfall Sales” in the Forward Purchase Agreement.
• Seller has agreed to hold the Subject Shares in a bankruptcy remote special purpose vehicle for the benefit of the Counterparty.
• Seller also may not beneficially own greater than 9.9% of the Shares on a post-combination basis.
• The Forward Purchase Agreement provides that no later than the earlier of:
  • (a) 1 business day after the closing of the Business Combination and
  • (b) the date any assets from Endurance’s trust account are disbursed in connection with the Business Combination, Seller shall be paid directly, out of the funds held in Endurance’s trust account, an amount (the “Prepayment Amount”) equal to the sum of
    • (i) the product of the redemption price per share indicated to investors ahead of Endurance’s redemption notice deadline (the “Redemption Price”) multiplied by the Number of Shares (the “Prepayment Amount”) and
    • (ii) the product of any Share Consideration multiplied by the Redemption Price.
• Prior to Closing, Seller may purchase through a broker in the open market up to an additional 250,000 Endurance Shares (the “Share Consideration”), which Shares shall be incremental to the Maximum Number of Shares, shall not be included in the Number of Shares under the Forward Purchase Agreement, and Seller shall have no obligations with respect to such Share Consideration Shares in connection with this Confirmation, other than to sell them.
• From time to time following the Closing and only after the effectiveness of the Registration Statement, Seller may, at its discretion, sell Subject Shares without a payment obligation to the Counterparty (the “Shortfall Sales”) until such time as the gross proceeds from such Shortfall Sales equal 10% of the product of
  • (x) the Number of Shares and
  • (y) the Prepayment Amount (the “Prepayment Shortfall”).
• At such time that the amount of gross proceeds generated from Shortfall Sales is equal to the Prepayment Shortfall, Seller shall pay to Counterparty an amount equal to 25% of the Prepayment Amount and all proceeds from subsequent Shortfall Sales shall be split between the Counterparty (25%) and the Seller (75%), until the foregoing gross proceeds from the Shortfall Sales reach an amount equal to 133.33% of the Prepayment Shortfall and at such time the Seller may not make any additional Shortfall Sales.
• The Counterparty has agreed that it will not issue any Shares, or securities or debt that is convertible, exercisable or exchangeable into Shares until the gross proceeds generated from Shortfall Sales equal the Prepayment Shortfall, except issuances:
  • (x) under SatixFy’s active equity compensation plans and
  • (y) starting 60 days after the date of the Forward Purchase Agreement, pursuant to the equity line of credit entered into by SatixFy and the investor thereto.
• Seller may also, at its discretion, make sales of Subject Shares designated as “OET Sales”, which sales may be made before Seller recoups the Prepayment Shortfall through Shortfall Sales.
• The Counterparty shall be entitled to proceeds from OET Sales equal to the product of:
  • (x) the number of Subject Shares sold pursuant in the OET Sale multiplied by
  • (y) the Reset Price, with the remainder of the proceeds going to the Seller.
• Following the Closing, the reset price (the “Reset Price”) will initially be the per share Redemption Price, but will be adjusted on the first scheduled trading day of each month (each a “Reset Date”) commencing on the first calendar month following the Closing to the lowest of
  • (a) the then-current Reset Price,
  • (b) $10.00 and
  • (c) the VWAP Price of the Shares of the last 10 trading days immediately prior to the applicable Reset Date, but not lower than $6.00; provided, however, that the Reset Price may be further reduced to the price at which the Counterparty sells, issues or grants any Shares or securities convertible or exchangeable into Shares.
• The maturity date will be the 3rd anniversary of the Closing (the “Maturity Date”).
• Upon the occurrence of the Maturity Date, SatixFy is obligated to pay to Seller an amount equal to the product of:
  • (a) the Maximum Number of Shares less the number of Subject Shares sold pursuant to OET Sales and Shortfall Sales multiplied by
  • (b) $1.50 (the “Maturity Consideration”).
• At the Maturity Date, SatixFy will be entitled to deliver the Maturity Consideration to Seller in Shares or in cash calculated based on the average daily VWAP Price over 30 trading days commencing on
  • (i) the Maturity Date, to the extent the Shares used to pay the Maturity Consideration are freely tradeable by Seller, or
  • (ii) if not freely tradeable by Seller, the date on which the Shares used to pay the Maturity Consideration are registered under the Securities Act and delivered to Seller, provided that if such Shares comprising the Maturity Consideration are not registered with the SEC within 120 days following the Maturity Date (which period may be extended as provided in the Forward Purchase Agreement), SatixFy shall pay to Seller an additional amount equal to 25% of the Maturity Consideration.
• The Maturity Date may be accelerated by Seller, at its discretion, if, following the Closing:
  • (A) the VWAP Price of the Shares during any 45 consecutive day period shall be
    • (a) less than $1.50 per share during the 12 months following the Closing or
    • (b) less than $2.50 per share during the subsequent 24 months following the Closing or:
  • (B) (x) the Registration Statement Effective Date does not occur by the 45th day following the Closing (or the 90th day if the SEC notifies the Counterparty it will “review” the Registration Statement) or (y) Counterparty does not maintain effectiveness of the Registration Statement and in the case of
  • (B) the Counterparty shall pay Seller the Break-up Fee.
• The Forward Purchase Agreement may be terminated if any of the following events occurs
  • (a) failure to consummate the Business Combination on or before the Termination Date or
  • (b) termination of the Business Combination Agreement prior to the Closing.
• If the Forward Purchase Transaction is terminated after the Closing, or is terminated and the Business Combination is later consummated, and except if due to a material breach by Seller, Endurance and SatixFy, jointly and severally, will be obligated to pay Seller a break-up fee equal to $0.5 million plus certain fees and expenses (the “Break-up Fee”).

SUBSEQUENT EVENT – 8/23/22 – LINK

• On August 23, 2022, Endurance Acquisition Corp. entered into Amendment No. 2 (the “Second BCA Amendment”), in which Endurance, SatixFy and Merger Sub have agreed to:
  • (i) reduce the equity value of SatixFy to $365 million,
  • (ii) clarify that the Price Adjustment Shares may be transferred by an individual pursuant to a testamentary disposition or qualified domestic relations order,
  • (iii) remove the condition to closing that Aggregate Transaction Proceeds shall be equal to or greater than $115 million and
  • (iv) amend the termination provisions to remove the automatic extension that permitted the parties to extend the Termination Date to November 7, 2022 in the circumstances provided for therein and amend the Termination Date to November 7, 2022.
• On August 23, 2022, the Sponsor, Endurance, and SatixFy entered into Amendment No. 2 (the “Second Sponsor Letter Amendment”), in which:
  • the Sponsor will forfeit 800,000 SPAC Class B Shares contingent upon the Closing, and adjusts the vesting and forfeiture provisions applicable to the Unvested Sponsor Interests.

SUBSEQUENT EVENT – 6/14/22 – LINK

• On June 13, 2022, Endurance Acquisition Corp. entered into Amendment No. 1 to the previously disclosed Business Combination Agreement.
• Endurance, SatixFy and Merger Sub have agreed to:
  • (1) change the earliest date upon which the VWAP measurements may be taken for determining the vesting of the Price Adjustment Shares from 150 days after the Closing to 30 days after the date on which the resale registration statement covering the securities issued to the Subscribers of the PIPE Financing is declared effective and
  • (2) allow for up to $200,000 of SPAC Working Capital Loans to be converted into warrants or other securities.

TRANSACTION

• The combined entity will receive approximately $201 million from Endurance’s trust account, assuming no redemptions by Endurance’s public stockholders, as well as $29 million in gross proceeds from institutional investors participating in the transaction via a committed private placement investment (“PIPE”) including Sensegain Group and Antarctica Capital.
• The Company has received a Committed Equity Facility of $75 million from CF Principal Investments LLC an affiliate of Cantor Fitzgerald.
• Prior to the announcement of the transaction, SatixFy received $55 million from Francisco Partners, in the form of a secured term loan.

New Transaction Overview

PIPE

• The PIPE Investors subscribed for an aggregate of 2,910,000 Units for $10.00/Unit consisting of one ordinary share of SatixFy (the “PIPE Shares”) and one-half of one redeemable warrant exercisable for one SatixFy ordinary share at a price of $11.50 per share (the “PIPE Warrants”)
  • Backed by Sensegain Group and Antarctica Capital.
• SatixFy will deliver 1,175,192 ordinary shares issuable to SatixFy shareholders and 391,731 ordinary shares on behalf of the Sponsor into the Escrow Account
  • In the event that the Measurement Period VWAP is less than $10.00 per ordinary share, then the PIPE Investor shall be entitled to receive a portion of the Escrow Shares equal to the product of:
    • (x) the number of shares issued to the PIPE Investor at the closing as part of the units held through the Measurement Date, multiplied by
    • (y) a fraction:
      • (A) the numerator of which is $10.00 minus the Measurement Period VWAP and
      • (B) the denominator of which is the Measurement Period VWAP
  • In the event that the Measurement Period VWAP is less than $6.50, the Measurement Period VWAP, for the purposes of this calculation shall be deemed to be $6.50.
  • In the event that the Measurement Period VWAP is equal to or more than $10.00 per ordinary share, all Escrow Shares will be released to the Sponsor and SatixFy shareholders.

EARNOUT

• Sponsor Earnout
  • The Sponsor has agreed that if the Aggregate Transaction Proceeds immediately prior to the effective time of the Business Combination are equal to or greater than $115,000,000 but less than $145,000,000 then up to 10% of the Sponsor Interests will be subject to the vesting provisions set forth below. If the Aggregate Transaction Proceeds are less than $115,000,000, then an additional 30% of the Sponsor Interests shall be subject to the vesting provisions.
    • 1/3 will invest at any time 150 days after closing within the 5 year period, the VWAP is greater than or equal to $12.50 for 7 consecutive days within a 30 day period
    • 1/3 will invest at any time 150 days after closing within the 5 year period, the VWAP is greater than or equal to $14.00 for 7 consecutive days within a 30 day period
    • 1/3 will invest at any time 150 days after closing within the 5 year period, the VWAP is greater than or equal to $15.50 for 7 consecutive days within a 30 day period

PRICE ADJUSTMENT SHARES

Immediately following the Effective Time, SatixFy will issue 27,000,000 price adjustment shares (the “Price Adjustment Shares”) to certain members of SatixFy’s management and 500,000 Price Adjustment Shares to the Sponsor. The Price Adjustment Shares vest at three price adjustment achievement dates as follows:

• 500,000 Price Adjustment Shares to the Sponsor
  • 1/3 will invest at any time 150 days after closing within the 10 year period, the VWAP is greater than or equal to $12.50 for 7 consecutive days within a 30 day period
  • 1/3 will invest at any time 150 days after closing within the 10 year period, the VWAP is greater than or equal to $14.00 for 7 consecutive days within a 30 day period
  • 1/3 will invest at any time 150 days after closing within the 10 year period, the VWAP is greater than or equal to $15.50 for 7 consecutive days within a 30 day period
• 27,000,000 Price Adjustment Shares to Company
  • 1/3 will invest at any time 150 days after closing within the 10 year period, the VWAP is greater than or equal to $12.50 for 7 consecutive days within a 30 day period
  • 1/3 will invest at any time 150 days after closing within the 10 year period, the VWAP is greater than or equal to $14.00 for 7 consecutive days within a 30 day period
  • 1/3 will invest at any time 150 days after closing within the 10 year period, the VWAP is greater than or equal to $15.50 for 7 consecutive days within a 30 day period

WARRANT ASSUMPTION ASSIGNMENT

• Endurance will assign all of Endurance’s right, title and interest in and to, and SatixFy will assume all of Endurance’s liabilities

LOCK-UP

Company and Sponsor:

• 180 days following the Closing Date.

Subsequent Event – 12/12/22 – LINK

• On December 11, 2022, the Board unanimously approved a waiver and release of all Lock-Ups with respect to the 1,000,000 private warrants to purchase ordinary shares of the Company, and the ordinary shares of the Company issuable upon the exercise of the Warrants, held by Cantor Fitzgerald & Co. and certain of its affiliated entities in exchange for consideration of $1.5 million. 
  • As a result of the waiver of the Lock-Up, Cantor exercised 935,297 of the Warrants on a “cashless exercise” basis and will receive 553,692 ordinary shares under the applicable warrant agreement.
  • Such shares will, upon issuance, which is expected to occur on December 12, 2022, be eligible for sale in the public market.
  • The Warrants were originally purchased as part of the at-risk capital at IPO.

NOTABLE CONDITIONS TO CLOSING

• The minimum cash closing condition is:
  • (i) the aggregate amount remaining in Endurance’s trust account after taking into account all redemptions, minus 
  • (ii) SPAC Expenses, minus 
  • (iii) Company Expenses, plus
  • (iv) the aggregate proceeds to SatixFy from the Debt Financing less cash expenses, plus 
  • (v) aggregate proceeds received by SatixFy pursuant to any Permitted Interim Financing less cash expenses, plus (vi) the aggregate proceeds to SatixFy from the PIPE Financing, plus 
  • (vii) the aggregate proceeds received by or available to SatixFy from the Backstop Financing, if any, if entered into prior to or concurrently with the Effective Time less cash expenses, and plus 
  • (viii) $37,500,000 attributable to SatixFy’s securities that can be sold pursuant to the Equity Line of Credit being equal to or greater than $115,000,000.

NOTABLE CONDITIONS TO TERMINATION

• September 8, 2022 (the “Termination Date”)
  • Either Endurance or SatixFy shall have the right, upon written notice to the other parties before the Termination Date, to extend the Termination Date to November 7, 2022 if all conditions to the Closing listed in Article VI have been satisfied

ADVISORS

• Barclays Capital Inc. (“Barclays”) is serving as the exclusive financial advisor and acting as capital markets advisor to SatixFy.
• Truist Securities, Inc. is serving as financial advisor to Endurance and Cantor Fitzgerald is acting as capital markets advisor to Endurance.
• Barclays and Cantor Fitzgerald & Co. are also acting as placement agents on the PIPE.
• Davis Polk & Wardwell LLP and Gross & Co are representing SatixFy as legal counsel.
• Morrison & Foerster LLP and Meitar Liquornik Geva Leshem Tal are representing Endurance as legal counsel.
• DLA Piper LLP (US) is acting as placement agent counsel.
• King & Spalding LLP is acting as counsel to CF Principal Investments LLC in connection with the Committed Equity Facility.

MANAGEMENT & BOARD

Executive Officers

Richard C. Davis, 55
Managing Director, Chair of the Board of Directors

Richard C. Davis is a highly experienced executive with over 25 years of experience in corporate finance, private equity and the space industry. Since March 2021, he has served as a Managing Director of ADP. He is also a founder and Managing Member of ArgoSat Advisors, a premier global advisory firm focused on the space industry that was founded in 2009. As part of his duties with ArgoSat, Mr. Davis sits on the boards of SolAero Technologies, Sky and Space Corporation and EarthDaily Analytics Corp. Prior to ArgoSat, Mr. Davis was President, and later Interim-CFO, for ProtoStar, a communications satellite operator which raised over $500 million and launched two DTH satellites over Asia. Earlier in his career, Mr. Davis was a private equity investor Principal at VantagePoint Venture Partners, a private equity and venture capital firm with $4 billion of assets under management. His focus was on media/telecom as well as semiconductors/semiconductor capital equipment. Before that he was a Vice President and founding member of the Lehman Brothers Communication Fund which was an $800 million private equity fund focused on communications infrastructure investments. In these roles, Mr. Davis was involved in equity and debt investments, asset acquisitions and dispositions and mergers and other business combinations or spin-offs for approximately two dozen companies in various investment lifecycle stages. Mr. Davis started his corporate finance career as an Associate at Salomon Brothers. Mr. Davis was formerly an instructor pilot in the United States Air Force. He received his B.S. in Astrophysics (cum laude) from the University of Minnesota, and his MBA from the University of Virginia.

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Graeme Shaw, 50
Managing Director, Chief Executive Officer, Director

Graeme Shaw is an innovative, respected technologist and business strategist with over two decades of progressive experience in the aerospace and telecommunications industries. An expert in satellite engineering, telecommunications and business development, Dr. Shaw has extensive global experience in conceiving, designing, selling, buying, financing, managing, monitoring and operating satellite and technology projects. Since March 2021, he has served as a Managing Director of ADP. He is also a founder and Managing Member of ArgoSat Advisors, a premier global advisory firm focused on the space industry that was founded in 2009. As part of his duties with ArgoSat, Dr. Shaw supports clients in leading the design, development, procurement and management of many new satellite projects and financings. He acts as Technical Advisor to financial sector clients to provide due diligence on multibillion-dollar investments or M&A transactions. Prior to ArgoSat, Dr. Shaw served as Senior Director of Business Development for Orbital Sciences Corporation where he led the Asia Pacific sales activities. Dr. Shaw has ScD and SM degrees in Aeronautics/Astronautics from the Massachusetts Institute of Technology and a BEng degree from Imperial College, London.

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Romeo A. Reyes, 51
Managing Director

Mr. Reyes began his career in equity research at Goldman Sachs upon graduating from college in 1993. Nearly 30 years later, Mr. Reyes’ domain of expertise includes an extensive knowledge of the leveraged finance markets and the TMT industries. Mr. Reyes spent the bulk of his career at Jefferies LLC, where, over his 19-year tenure, he held leadership positions, including Americas Head of Communications, Cable & Satellites Investment Banking, Director of Leveraged Finance Research and Senior TMT Credit Analyst. Mr. Reyes was instrumental in the origination and structuring as well as the distribution of dozens of high yield and leveraged loan deals in the TMT space. Mr. Reyes’ transaction experience, which dates back to the mid-1990s, includes debt and equity capital raises and advisory work for communications service providers, media and emerging technology companies. Mr. Reyes maintains close working relationships with management teams, institutional credit investors and private equity firms. Prior to Jefferies, Mr. Reyes held similar roles at UBS, Merrill Lynch and Goldman Sachs. Mr. Reyes earned an honors degree in Economics (cum laude) from Harvard University.

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Board of Directors

Chandra R. Patel, 55
Chairman of the Board

Chandra R. Patel is the founder of Antarctica Capital and has served as the managing partner of Antarctica Capital since 2010. Antarctica Capital is an international private equity firm headquartered in New York with offices in the UK and India and assets under management in excess of $2 billion. Mr. Patel is responsible for Antarctica Capital’s strategic direction and core relationships and leads the firm’s key expansion initiatives. He developed the real assets business for Antarctica Capital and its SIGA® and SEREY™ investment strategies. Mr. Patel co-founded Antarctica Capital’s private equity business and raised its first real estate fund. Previously, he invested in a portfolio of companies in technology and healthcare, and he was involved in a number of cross-border transactions and policy initiatives. Mr. Patel also founded and held senior management positions at a variety of technology and information services companies and was an associate at a leading New York law firm. He sits on the boards of Weddell Re and EarthDaily Analytics Corp. Mr. Patel graduated from the University of Kansas (Bachelors of Arts), Summa Cum Laude, London School of Economics (Master of Science), and Boston College (Juris Doctor).

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Gary D. Begeman, 62
Independent Director

Mr. Begeman has over 30 years of experience managing the legal support for a broad range of strategic, financing and commercial transactions for public and private companies. He has served as an independent director on boards of directors of private and publicly held companies including Intelsat Jackson Holdings S.A., a subsidiary of Intelsat SA (since March 2020), SolAero Technologies Corp. (since November 2018), Nine Point Energy (since July 2020), Frontera Holdings (since July 2020), Ascena Retail Group, Inc. (from September 2019 to March 2021), Acosta, Inc. (from August 2019 to December 2019), Toys “R” Us Property Company II, LLC (from August 2017 to December 2018) and Sequa Corporation (from February 2016 to May 2017). He is also the Chair and a director of the University of South Dakota Foundation. Mr. Begeman was previously Executive Vice President, General Counsel and Secretary of NII Holdings, Inc., a publicly-traded wireless telecommunications company operating in Latin America (“NII”), from November 2006 to October 2015. In this capacity, he advised the company’s senior management team and board of directors on all legal, regulatory and compliance matters, including through NII’s Chapter 11 reorganization proceedings, which were filed in September 2014. From August 2003 to September 2006, Mr. Begeman was Senior Vice President and Deputy General Counsel at Sprint Corporation and prior to that, he was Vice President and Deputy General Counsel at Nextel Communications, where he served as lead counsel on behalf of Nextel in the negotiation of its merger with Sprint. Previous to that, Mr. Begeman was General Counsel at XO Communications, Inc., where he advised the senior management team and board of directors on all legal, regulatory and compliance matters and was a Partner at Jones Day LLP, focusing on capital formation and mergers and acquisitions.

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Henry E. Dubois, 59
Independent Director

Mr. Dubois brings extensive domestic and international experience leading telecom and space related companies through periods of growth for both public and private companies. He has proven capital markets experience having raised more than $2.5 billion and led over 30 M&A transactions for companies in which he has been a member of senior management. As a Managing Director at HED Consulting, LLC, he has led two satellite imaging companies and one telecom company through periods of significant growth and has been advising a data analytics and satellite imaging company as a board advisor through a period of transformation since 2018 As a board advisor to Blacksky, he advised on the carve-out sale of a division and has advised on multiple capital raises and the announced merger of Blacksky with Osprey Technology Acquisition Corp. He served in the chief financial officer role and in a strategic advisory role for GeoEye between 2005 and 2012. For DigitalGlobe, where he served as President, chief operating officer, and chief financial officer from 1999 through 2004, he led the company from its development stage through the commercialization of services from its imaging satellites. And for an Asia Pacific cellular telecom company, PT Centralindo Panca Sakti based in Jakarta, Indonesia, he led the company as chief executive officer from 1995 to 1999 as the company deployed its cellular network and expanded its media operations with acquisitions in related telecom services and television broadcasting. In addition Mr. Dubois led Hooper Holmes, a national health risk assessment provider, from April 2013 to April 2018 as its chief executive officer through a Chapter 11 restructuring that was filed in 2018, refocusing its business lines to high growth opportunities in the healthcare industry shedding under-performing business lines and adding new capabilities through acquisitions. In August 2018, after Mr. Dubois’ tenure as the Chief Executive Officer of Hooper Holmes, the company filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (Case No. 18-23302). Pursuant to a plan of liquidation filed by Hooper Holmes and its subsidiaries, the Hooper Holmes Liquidating Trust was formed to administer the final liquidation of the company’s assets and a trustee was appointed to dissolve the company. Mr. Dubois started his career as a consultant with Booz, Allen & Hamilton and as an internal auditor and finance supervisor for Exxon Corporation. He earned his Bachelor of Arts degree in Mathematics from the College of the Holy Cross and his Master of Management degree from the J. L. Kellogg Graduate School of Management at Northwestern University with concentrations in finance, marketing and accounting.

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Michael Leitner, 53
Independent Director

Mr. Leitner was the co-head of Blackrock’s Direct Lending and Special Situations investment practice, which had over $17 billion of assets under management at the time of Mr. Leitner’s retirement from BlackRock in December 2020. Mr. Leitner led BlackRock’s investment strategies in the technology, communication services and media sectors, and was also the lead partner for special situations strategies, restructurings, and corporate governance matters for the funds he managed. Michael Leitner currently serves as a director of each of INAP, a global provider of secure, performance-oriented hybrid infrastructure solutions, and Tillman Infrastructure Group, a developer, owner and operator of wireless macro cell sites and towers. From 2005 to August 2018, Mr. Leitner held several roles, including Managing Partner, Chairman of the Investment Committee and as a member of the Management Committee, with Tennenbaum Capital Partners (“TCP”), an alternative investment management firm. TCP was acquired by BlackRock in August 2018. Mr. Leitner has had an extensive career as an executive with several leading technology and global communications firms. From 2004 to 2005, Mr. Leitner served as Senior Vice President of Corporate Development for WilTel Communications. From 2002 to 2004, Mr. Leitner served as President and Chief Executive Officer of GlobeNet Communications. Mr. Leitner positioned each of GlobeNet and WilTel through successful operating turnarounds and sale transactions. From 2000 to 2001, Mr. Leitner served as Vice President of Corporate Development and head of Global Data Center and Colocation Services for 360 Networks, Mr. Leitner also served as Senior Director of Corporate Development for Microsoft Corporation, managing corporate investments and acquisitions in the telecommunications, media, managed services, and enterprise software sectors, from 1998 to 2000. Prior to Microsoft, Mr. Leitner was a Vice President in the Mergers and Acquisitions group at Merrill Lynch. Mr. Leitner has served on numerous public and private company boards, including serving as a member and/or chairman of past audit, compensation, executive and governance committees. Mr. Leitner earned a B.A. in Economics from the University of California at Los Angeles and an M.B.A from the University of Michigan. Mr. Leitner is also an active member of YPO (Young Presidents’ Organization) and a licensed EMT in New York.

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