14. Shareholders' Equity

LP Units of JJ LP

The limited partnership units (“LP Units”) of JJ LP, a subsidiary of the Company, are exchangeable for one common share of the Company at any time per request of the owner of the LP Units and are not saleable or transferable without the Company’s authorization. During each of the nine months ended September 30, 2023 and 2022, there were no LP Units converted to common shares. As of each of September 30, 2023 and December 31, 2022, 43,821,379 LP Units were issued and outstanding.

Warrants

In connection with the NPA Amendment, the Company issued Debt Modification Warrants to purchase 2,421.05 common shares of the Company for every one thousand dollar principal amount of the 2023 Refinanced Notes held by each Holder, for a total aggregate of 91,999,901 Debt Modification Warrants, all of which were classified as equity at the time of issuance and were recorded at a fair value of $5,106. Each Debt Modification Warrant is exercisable at any time prior to its expiration for one common share of the Company at an exercise price of $0.07084 per common share. The Debt Modification Warrants expire on February 15, 2030 and contain customary anti-dilution adjustment provisions.

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The fair value of the Debt Modification Warrants upon issuance was determined using the Black-Scholes option pricing model with the following assumptions:

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The following table summarizes the warrants that remain outstanding as of September 30, 2023:

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A rollforward of warrant activity for the nine months ended September 30, 2023 is as follows:

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Share-based Compensation

Under the Amended and Restated 2018 Stock and Incentive Plan, as amended from time to time (the “2018 Plan”), the Company has reserved 60,000,000 common shares to be issued as awards to employees, management, directors and consultants of the Company, as designated by the Company’s board of directors (the “Board”) or the compensation committee of the Board. “Award” is defined in the 2018 Plan to include options, stock appreciation rights, restricted stocks, restricted stock units, performance stock units, dividend equivalents and stock-based awards. As of September 30, 2023, 31,107,616 common shares are available for issuance under the 2018 Plan.

Restricted Stock Units (“RSUs”)

A summary of the status of the RSUs outstanding is as follows:

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During the three and nine months ended September 30, 2023, the Company recorded $146 and $160 of total net share-based compensation benefit relating to RSUs, respectively.

On June 12, 2023, the Company issued 2,468,301 RSUs to the audit committee chair of the Board, and 7,404,903 RSUs to three new members of the Board. These RSUs were issued at a weighted average grant date fair value of $0.03,

and share-based compensation expense of $137 and $165 was recognized related to these RSUs during the three and nine months ended September 30, 2023, respectively.

During April 2023, the Company’s former Chief Executive Officer (“CEO”), Gary F. Santo, Jr. forfeited various share awards, including RSUs. The forfeiture of RSUs resulted in a share-based compensation benefit of $22 for the three months ended June 30, 2023. There was no share-based compensation expense recognized related to these RSUs during the three months ended September 30, 2023. The net share-based compensation benefit relating to RSUs held by the former CEO was $4 for the nine months ended September 30, 2023.

During the three months ended June 30, 2023, the Company determined achievement of the milestones related to projects of its joint venture in CGSF was no longer probable. As a result, the Company reversed all share-based compensation expense recognized for the performance awards and recorded share-based compensation benefit of $1,234 for the six months ended June 30, 2023. No share-based compensation benefit or expense was recognized related to this event during the three months ended September 30, 2023.

During August 2023, the Board approved the grant of 3,735,103 RSUs to certain employees in connection with their employment with the Company. Of these RSUs, 681,950 had vested as of September 30, 2023, with the remaining RSUs scheduled to vest on a quarterly basis through December 1, 2026. These RSUs were issued at a weighted-average grant date fair value of $0.0294, and share-based compensation expense of $29 was recognized related to these RSUs during each of the three and nine months ended September 30, 2023.

As of September 30, 2023, there was $242 of remaining RSU expense to be recognized over the weighted average remaining period of 0.94 years.

During the three and nine months ended September 30, 2022, the Company recorded $82 and $506 of share-based compensation expense relating to RSUs, respectively. For the three and nine months ended September 30, 2022, the share-based compensation expense relating to RSUs included $117 and $635, respectively, related to the performance awards for achievement of milestones relating to the projects of the Company’s joint venture in CGSF.

Share Options

A summary of the status of the share options outstanding is as follows:

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For the three months ended September 30, 2023 and 2022, the Company recorded an expense of $26 and a benefit of $13, respectively, of share-based compensation related to these options. For the nine months ended September 30, 2023 and 2022, the Company recorded $60 and $86, respectively, of share-based compensation related to these options. As of September 30, 2023, there was $73 of remaining expense to be recognized over the weighted average remaining period of 1.07 years.

The following table summarizes the share options that remain outstanding as of September 30, 2023:

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Performance Stock Units (“PSUs”)

A summary of the status of the PSUs outstanding is as follows:

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During the three and nine months ended September 30, 2023, the Company recorded share-based compensation expense of $18 and share-based compensation benefit of $861, respectively, relating to PSUs. During the three and nine months ended September 30, 2022, the Company recorded $348 and $1,320 of share-based compensation relating to PSUs, respectively.

During April 2023, the Company’s former CEO, Gary F. Santo, Jr. forfeited various share or share-based awards, including PSUs. The forfeiture of PSUs resulted in share-based compensation benefit of $944 and $812 for the three and six months ended June 30, 2023, respectively. No additional expense or benefit was recognized related to this forfeiture during the three months ended September 30, 2023.

On September 26, 2023, the Company entered into an employment agreement with Tim Conder, pursuant to which Tim Conder serves as permanent CEO of the Company. Under the terms of the employment agreement, Mr. Conder is entitled to receive an equity grant of 2,000,000 PSUs under the 2018 Plan. Of this amount, 1,000,000 will vest on the first business day after December 31, 2023, and the remaining 1,000,000 will vest on June 30, 2024. The vesting of these PSUs is dependent on Mr. Conder’s continued employment by the Company and certain non-market conditions applicable to the vesting periods.

As of September 30, 2023, there was $284 of remaining expense to be recognized over the weighted average remaining period of 1.14 years.

A summary of the PSU awards granted containing market conditions as of September 30, 2023 is as follows:

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