SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of February 26, 2021, is entered into by and between Eastman Kodak Company, a New Jersey corporation (the Company), Kennedy Lewis Capital Partners Master Fund LP, a Delaware limited partnership (Fund I), and Kennedy Lewis Capital Partners Master Fund II LP (Fund II, and together with Fund I, each a Buyer and collectively, the Buyers).
WHEREAS, simultaneously with the execution and delivery of this Agreement, the Company is entering into that certain Credit Agreement, by and among the Company, the lenders party thereto and Alter Domus (US) LLC, as Administrative Agent (as defined therein) (the Credit Agreement);
WHEREAS, the Company and the Buyers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, and the rules and regulations promulgated by the United States Securities and Exchange Commission thereunder (the Securities Act);
WHEREAS, the Company wishes to issue and sell to the Buyers, and the Buyers wish to purchase from the Company, an aggregate of 1,000,000 shares of common stock, par value $0.01 per share, of the Company (the Common Stock) on the terms and conditions stated in this Agreement;
WHEREAS, the Company has authorized the issuance of one or more convertible promissory notes, in the aggregate original principal amount of $25.0 million, substantially in the form attached hereto as Exhibit A (the Notes), which Notes shall be convertible into shares of Common Stock, upon the terms and subject to the limitations and conditions set forth in such Notes; and
WHEREAS, the Company and the Buyers will execute and deliver, among other things, a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the Registration Rights Agreement), in connection with the purchase and sale of the Purchased Shares (as defined below) and the Purchased Notes (as defined below).
WHEREAS, this Agreement, the Notes, the Registration Rights Agreement and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the Transaction Documents.
NOW, THEREFORE, the Company and the Buyers hereby agree as follows:
1. PURCHASE AND SALE OF PURCHASED SHARES.
(a) Purchase and Sale of the Common Stock. On the terms and subject to the conditions herein, at the Closing (as defined below), the Company shall issue and sell to the Buyers, and the Buyers agree to purchase from the Company, 1,000,000 shares of Common Stock, free and clear of any liens and other encumbrances (other than restrictions arising under applicable securities laws), which shall be allocated among the Buyers as set forth on Schedule I. The shares of Common Stock to be issued and sold by the Company to the Buyers pursuant to this Agreement are referred to as the Purchased Shares.