UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

HC2 Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

404139107

(CUSIP Number)

 

Avram Glazer

Lancer Capital LLC

777 South Flagler Drive

Suite 800, West Tower

West Palm Beach, Florida 33401

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 16, 2021

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1	NAMES OF REPORTING PERSONS Lancer Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   19,452,548 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   19,452,548 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   19,452,548 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   25.2% (1)(2)
14	TYPE OF REPORTING PERSON   OO

 

(1) Includes 468,594 shares of Common Stock of HC2 Holdings, Inc. (the “Issuer”) issuable upon conversion of $2,000,000 principal amount of the Issuer’s 7.5% Convertible Senior Notes due 2026.

(2) Based on 76,752,805 shares of Common Stock of the Issuer outstanding as of February 28, 2021, as reported in the Issuer’s Form 10K filed with the Securities and Exchange Commission on March 10, 2021.

 

1	NAMES OF REPORTING PERSONS Avram Glazer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   21,650,403 (1)
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   21,650,403 (1)
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,650,403 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.04% (1)(2)
14	TYPE OF REPORTING PERSON   IN

 

(1) Includes 468,594 shares of Common Stock of HC2 Holdings, Inc. (the “Issuer”) issuable upon conversion of $2,000,000 principal amount of the Issuer’s 7.5% Convertible Senior Notes due 2026.

(2) Based on 76,752,805 shares of Common Stock of the Issuer outstanding as of February 28, 2021, as reported in the Issuer’s Form 10K filed with the Securities and Exchange Commission on March 10, 2021.

 

 

1	NAMES OF REPORTING PERSONS Avram Glazer Irrevocable Exempt Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   2,164,108
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   2,164,108
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,164,108
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.82% (1)
14	TYPE OF REPORTING PERSON   OO

 

(1) Based on 76,752,805 shares of Common Stock of the Issuer outstanding as of February 28, 2021, as reported in the Issuer’s Form 10K filed with the Securities and Exchange Commission on March 10, 2021.

 

 

Explanatory Note

 

This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on April 23, 2020 (the “Schedule 13D”), relating to the common stock, $0.001 par value per share (the “Common Stock”), of HC2 Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

ITEM 3.

Source and Amount of Funds or Other Considerations

 

Item 3 of the Schedule 13D is hereby amended and restated to include the following:

 

2,504,656 of the shares of Common Stock to which this Amendment No. 7 relates were purchased with funds generated and held by the respective Reporting Persons. The aggregate purchase price of the shares of Common Stock was approximately $9,410,154 (excluding commissions).

 

ITEM 4.

Purpose of the Transaction.

 

Item 4 of the Schedule 13D is hereby amended and restated to include the following:

 

On March 17, 2021, the Trust entered into a 10b5-1 plan (the “10b5-1 Purchase Plan”), pursuant to which it intends to purchase shares of the Common Stock in compliance with Rule 10b5-1 of the Act, as amended, and the rules and regulations promulgated thereunder. The 10b5-1 Purchase Plan contemplates the purchase of shares of Common Stock in an aggregate amount not to exceed 3,000,000. The Trust has reserved the right to terminate the 10b5-1 Purchase Plan at any time, subject to applicable law and the Issuer’s policies and procedures. A copy of the 10b5-1 Purchase Plan is attached as Exhibit 99.2 hereto and incorporated herein by reference.

 

ITEM 5.

Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)

As of the date hereof, Lancer beneficially owns directly 19,452,548 shares of Common Stock representing 25.2% of the Issuer’s Common Stock, the Trust beneficially owns 2,164,108 shares of Common Stock representing 2.82% of the Issuer's Common Stock, and Mr. Glazer beneficially owns 21,650,403 shares of Common Stock representing 28.04% of the Issuer's Common Stock, based upon 76,752,805 shares of Common Stock of the Issuer outstanding as of February 28, 2021, as reported in the Issuer’s Form 10K filed with the Securities and Exchange Commission on March 10, 2021.

 

(b)

The following sets forth, as of the date of this Statement, the aggregate number and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of.

 

Reporting Person		Amount beneficially owned		Percent of class		Sole power to vote or direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct the disposition of
Avram Glazer		21,650,403		28.04%		21,650,403		0		21,650,403		0
Lancer Capital LLC		19,452,548		25.2%		19,452,548		0		19,452,548		0
Avram Glazer Irrevocable Exempt Trust		2,164,108		2.82%		2,164,108		0		2,164,108		0

 

 

Lancer is the record holder of 19,452,548 shares of Common Stock, the Trust is the record holder of 2,164,108 shares of Common Stock, and Mr. Glazer is the record holder of 33,747 shares of Common Stock. Mr. Glazer is the sole owner of Lancer and the Trustee of the Trust, and in such capacities may be deemed to beneficially own the shares held of record by Lancer and the Trust.

 

(c)

The transactions in the Common Stock by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

(d)

None.

 

(e)

Not applicable.

 

Item 7.

Materials to be Filed as Exhibits.

 

Exhibit Number		Description
1		Joint Filing Agreement by and between Lancer Capital LLC and Avram Glazer, dated March 18, 2021.
99.2		10b5-1 Purchase Plan by and between Avram Glazer Irrevocable Exempt Trust and Odeon Capital Group LLC, dated March 17, 2021.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: March 18, 2021

 

	Avram Glazer
	By:	/s/ Avram Glazer
	Name: Avram Glazer
	Lancer Capital LLC
	By:	Avram Glazer
	By:	/s/ Avram Glazer
	Name: Avram Glazer
	Title: Sole Member
	Avram Glazer Irrevocable Exempt Trust
	By: Avram Glazer
	By:	/s/ Avram Glazer
	Name: Avram Glazer
	Title: Trustee

 

 

Schedule A

 

Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days

 

Reporting Person		Date of Transaction		Buy/Sell		Number of Shares Purchased/(Sold)		Price Per Share1
Avram Glazer Irrevocable Exempt Trust		3/16/20		Buy		2,164,108		$3.80

 

¹ Excluding any brokerage commissions.

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D/A with respect to the common stock of HC2 Holdings, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D/A.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of March 18, 2021.

 

	Avram Glazer
	By:	/s/ Avram Glazer
	Name: Avram Glazer
	Lancer Capital LLC
	By: Avram Glazer
	By:	/s/ Avram Glazer
	Name: Avram Glazer
	Title: Sole Member
	Avram Glazer Irrevocable Exempt Trust
	By: Avram Glazer
	By:	/s/ Avram Glazer
	Name: Avram Glazer
	Title:  Trustee

 

 

 

Exhibit 99.2

 

Odeon Capital Group LLC 10B5-1 Purchase Plan

 

Rule 10b5-1 Purchase Plan

 

This Rule 10b5-1 Purchase Plan is entered into on March 17, 2021 (this “Purchase Plan”) between Avram Glazer Irrevocable Exempt Trust (“Purchaser”) and Odeon Capital Group LLC (“Broker”), acting as agent for Purchaser.

 

Recitals

 

A.    This Purchase Plan is entered into between Purchaser and Broker for the purpose of establishing a trading plan that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

B.    Purchaser is establishing this Purchase Plan in order to acquire shares of Common Stock, par value $0.001 per share (the “Stock”) of HC2 Holdings Inc. (the “Issuer”).

 

Article I
Purchaser’s Representations, Warranties and Covenants

 

Purchaser represents, warrants and covenants to Broker as follows:

 

1.1.  As of the date hereof, Purchaser is not aware of any material nonpublic information concerning the Issuer or its securities. Purchaser is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade compliance with the Federal securities laws.

 

1.2.  Purchaser agrees that Purchaser shall not, directly or indirectly, communicate any material nonpublic information relating to the Stock or the Issuer to any employee of Broker or its affiliates who is involved, directly or indirectly, in executing this Purchase Plan at any time while this Purchase Plan is in effect. Any notice given to Broker pursuant to this Purchase Plan shall be given in accordance with Section 5.5.

 

1.3.  (a)   Purchaser agrees to provide Broker with a certificate dated as of the date hereof and signed by the Issuer substantially in the form of Exhibit B hereto prior to commencement of the Plan Purchase Period (as defined below).

 

 (b)   Purchaser agrees to notify Broker's compliance office by telephone at the number set forth in Section 5.5 below as soon as practicable if Purchaser becomes aware of the occurrence of any legal, contractual or regulatory restriction that is applicable to Purchaser or Purchaser’s affiliates, including, without limitation, any restriction related to a merger or acquisition or a stock offering, and that would prohibit any purchase pursuant to this Purchase Plan (other than any such restriction relating to Purchaser’s possession or alleged possession of material nonpublic information about the Issuer or its securities). Such notice shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Purchaser and shall not in any way communicate any material nonpublic information about the Issuer or its securities to Broker.

 

1.4.  The execution and delivery of this Purchase Plan by Purchaser and the transactions contemplated by this Purchase Plan has been duly authorized by Purchaser and will not contravene any provision of applicable law or any agreement or other instrument binding on Purchaser or any of Purchaser’s affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Purchaser or Purchaser’s affiliates.

 

1.5.  Purchaser has consulted with Purchaser’s own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Broker or any person affiliated with Broker in connection with, Purchaser’s adoption and implementation of this Purchase Plan. Broker has made no representation and has no obligation with respect to whether this Purchase Plan or the transactions contemplated hereby qualify for the affirmative defense provided by Rule 10b5-1. Purchaser acknowledges that Broker is not acting as a fiduciary of or an advisor to Purchaser.

 

 

1.6.  Purchaser agrees, until this Purchase Plan has been terminated, that Purchaser shall not (i) enter into a binding contract with respect to the purchase or sale of Stock with another broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to purchase or sell Stock, or (iii) adopt a plan for trading with respect to Stock other than this Purchase Plan.

 

1.7.  (a)   Purchaser agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Purchaser.

 

 (b)   Purchaser agrees that Purchaser shall at all times during the Plan Purchase Period (as defined below), in connection with the performance of this Purchase Plan, comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

 

1.8.  Purchaser acknowledges and agrees that Purchaser does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Stock pursuant to this Purchase Plan.

 

1.9   While this Purchase Plan is in effect, Purchaser agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Purchase Plan (including, without limitation, with respect to any securities convertible or exchangeable into the Stock) and agrees not to alter or deviate from the terms of this Purchase Plan.

 

1.10 Broker may, but may in its discretion determine not to, transact in the Stock on a principal basis during the Plan Purchase Period. Broker shall in no event be restricted in conducting any of its ordinary course activities with respect to the Issuer as a result of this Purchase Plan except as otherwise determined by Broker in its sole discretion.

 

Article II
Implementation of the Purchase Plan

 

2.1.  Purchaser hereby appoints Broker as its agent to purchase shares of Stock as described on Exhibit A of this Purchase Plan (“Trading Formula”). Subject to such terms and conditions, Broker hereby accepts such appointment. Broker agrees to conduct all purchases pursuant to this Purchase Plan consistent with paragraphs (b)(2), (b)(3) and (b)(4) Rule 10b-18 under the Securities Exchange Act of 1934, assuming Broker’s purchases are the only purchases being made by Purchaser or any affiliated purchaser. Purchaser agrees that it shall not take, nor permit any person or entity under its control to take, any action that could jeopardize compliance with Rule 10b-18.

 

2.2.  Broker is authorized to begin purchasing Stock pursuant to this Purchase Plan on the date thirty days following the date of this Purchase Plan, or April 17, 2021, and shall cease purchasing stock on the earliest to occur of (i) the date on which Broker is required to suspend or terminate purchases under this Purchase Plan pursuant to Section 3.1 below, (ii) the date on which Broker receives notice of the dissolution of Purchaser, (iii) the date on which Broker receives notice that the Issuer or any other person has publicly announced a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock is to be exchanged or converted into shares of another company, (iv) the date on which Broker receives notice of the commencement or impending commencement of any proceedings in respect of or triggered by Purchaser’s bankruptcy or insolvency, (v) the date that the aggregate number of shares of Stock purchased pursuant to this Purchase Plan reaches 3,000,000 shares (the “Total Purchase Amount”) and (vi) the date on which Purchaser notifies Broker to terminate or suspend the Purchase Plan pursuant to Section 3.1 below. The period of time between the commencement of purchases and the termination of purchases under this Purchase Plan shall be the “Plan Purchase Period.”

 

2.3.  (a)   During the Plan Purchase Period, Broker shall purchase the Stock in accordance with Exhibit A at such times, at such prices and in such quantities as Broker determines to be appropriate in accordance with the terms of this Purchase Plan.

 

 (b)   Subject to the restrictions set forth in Section 2.1 above, Broker shall purchase shares of Stock under ordinary principles of best execution at the then-prevailing market price.

 

 

 (c)   Broker shall, within one business day after each day on which a purchase of Stock is made (a “Purchase Day”), provide the individuals identified in Section 5.5(c) below with the amount of shares of Stock purchased, the purchase prices of each of such purchase and such other information as they may reasonably require in order to permit timely compliance by Purchaser or its affiliates, as applicable, with the requirements of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

 

 (d)   The Total Purchase Amount shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the Plan Purchase Period. Purchaser shall promptly advise Broker of any such event.

 

2.4.  Broker shall not purchase Stock hereunder at any time when:

 

(i)    Broker, in its sole discretion, has determined that a market disruption, banking moratorium, trading suspension, outbreak or escalation of hostilities or other crisis or calamity has occurred that, in Broker’s judgment, made it impracticable for Broker to effect purchases of the Stock; or

 

(ii)   Broker, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Purchaser or Purchaser’s affiliates; or

 

(iii)  Broker, in its sole discretion, has determined that to do so would materially impact the trading price for the Stock; or

 

(iv)  Broker has received notice from the Purchaser of the occurrence of any event contemplated by Section 1.3(b) above; or

 

(v)   Broker has received notice from Purchaser to terminate the Purchase Plan in accordance with Section 3.1(a) below.

 

2.5.  Purchaser will pay for the Stock purchased under this Purchase Plan on the normal settlement date. Purchaser agrees to deliver cash required to fund purchases pursuant to this Purchase Plan into an account at Broker in the name of and for the benefit of Purchaser (the “Plan Account”) prior to the settlement of shares of Stock purchased under this Purchase Plan.

 

2.6.  Broker may purchase Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Purchaser agrees that if Broker is a market maker in the Stock at the time that any purchase is to be made under this Purchase Plan, Broker may, at its sole discretion, sell Stock to Purchaser in its capacity as market maker.

 

Article III
Termination; Amendment of Purchase Plan

 

3.1.  (a)   This Purchase Plan may be suspended or terminated by Purchaser or Broker at any time promptly after the date on which written notice is sent to Broker or Purchaser, as the case may be, by overnight mail and by facsimile at the address and fax number set forth in Section 5.5 below. Purchaser agrees that Purchaser shall not suspend or terminate this Purchase Plan except upon consultation with Purchaser’s own legal advisors.

 

 (b)   This Purchase Plan shall be suspended if Broker receives notice of the occurrence of any event contemplated by Section 1.3(b) above.

 

3.2.  Purchaser agrees that Broker will execute this Purchase Plan in accordance with its terms and will not be required to suspend or terminate any purchases of the Stock unless Broker has received notice in accordance with Section 3.1 above.

 

3.3.  This Purchase Plan may be amended by Purchaser only upon the written consent of Broker and receipt by Broker of the following documents, each dated as of the date of such amendment:

 

(i)    a representation signed by the Issuer substantially in the form of Exhibit B hereto;

 

(ii)   a certificate signed by Purchaser certifying that the representations and warranties of Purchaser contained in this Purchase Plan are true at and as of the date of such certificate as if made at and as of such date.

 

 

Article IV
Indemnification; Limitation of Liability

 

4.1.  Purchaser agrees to indemnify and hold harmless Broker and its directors, officers, employees, agents and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim): (i) arising out of or attributable to actions taken or not taken by any of them under this Purchase Plan, except in the case of any claims, losses, damages or liabilities resulting from Broker’s gross negligence or willful misconduct; (ii) arising out of or attributable to any breach by Purchaser of this Purchase Plan (including Purchaser’s representations and warranties); or (iii) any violation by Purchaser of applicable laws or regulations. This indemnification will survive termination of this Purchase Plan.

 

4.2.  Notwithstanding any other provision of this Purchase Plan, neither Broker nor any of its directors, officers, employees, agents or affiliates shall be liable to Purchaser or any other person or entity: (i) as a result of actions taken or not taken by any of them under this Purchase Plan, except in the case of a liability resulting from Broker’s gross negligence or willful misconduct; (ii) for special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, including without limitation lost profits or lost savings, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (iii) for any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond Broker’s reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”

 

Article V
General

 

5.1.  Purchases of Stock effected under this Purchase Plan will settle on a normal two day settlement basis plus any commission to be paid to Broker, provided that any commission hereunder shall be not greater than $0.03 per share of Stock purchased.

 

5.2.  [Intentionally Omitted]

 

5.3.  Purchaser and Broker acknowledge and agree that this Purchase Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code (the “Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

 

5.4.  This Purchase Plan constitutes the entire agreement between the parties with respect to this Purchase Plan and supersedes any prior agreements or understandings with regard to this Purchase Plan. If requested, Purchaser shall execute a standard form account agreement with Broker, but in the event of conflict between any provision of such standard form account agreement and this Purchase Plan, the provisions of this Purchase Plan shall control.

 

5.5.  (a)   All notices to Broker under this Purchase Plan shall be given to Broker’s compliance office in the manner specified by this Purchase Plan by telephone at (212) 284-2465, by facsimile at (646)786-5205 or by air courier to the address below:

 

Odeon Capital Group LLC

750 Lexington Avenue

New York, NY 10022

Attn: Christopher Tolla

*** REDACTED ***

 

with a copy to:

Richard Fels

*** REDACTED ***

 

 

 (b)   All notices to Purchaser under this Purchase Plan shall be given to Purchaser in the manner specified by this Purchase Plan to the following:

 

Avram Glazer

*** REDACTED ***

 

with a copy to:

 

Christopher Rodi

*** REDACTED ***

 

 (c)   All reports of purchases by Broker shall be given to each of:

 

Avram Glazer

*** REDACTED ***

 

with a copy to:

 

Christopher Rodi

*** REDACTED ***

 

 (d)   All such notices and communications may be directed to such other or additional persons or such other addresses for any party or person as may be specified by like notice.

 

5.6   This Purchase Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

5.7   If any provision of this Purchase Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Purchase Plan will continue and remain in full force and effect.

 

5.8   This Purchase Plan shall be governed by and construed in accordance with the internal laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto.

 

 

[Remainder of Page Intentionally Left Blank – Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date first written above.

 

	Avram Glazer Irrevocable Exempt Trust
	By:	/s/ Avram Glazer
	Name:  Avram Glazer
	Title: Trustee
	Odeon Capital Group LLC
	By:	/s/ Mathew Van Alstyne
	Name: Mathew Van Alstyne
	Title: Managing Partner

 

 

EXHIBIT B

 

Issuer Representation

 

1.     HC2 Holdings, Inc. (the “Issuer”) represents that it has approved the Odeon Capital Group LLC Rule 10b5-1 Purchase Plan, dated as of March 17, 2021 (the “Purchase Plan”), between Avram Glazer Irrevocable Exempt Trust (“Purchaser”) and Odeon Capital Group LLC (“Broker”) relating to the Common Stock of the Issuer (the “Stock”).

 

2.     the adoption of this Purchase Plan does not violate the Issuer’s insider trading policies. There are no contractual restrictions applicable to any contract between the Issuer and the Purchaser as of the date of this representation that would prohibit Purchaser from entering into this Purchase Plan or prohibit any purchases pursuant to this Purchase Plan.

 

Dated: As of March 17, 2021

 

	HC2 Holdings, Inc.
	By:	/s/ Joseph Ferraro
	Name: Joseph Ferraro
	Title: Chief Legal Officer