Why? will terminate if the closing of the proposed transaction does not occur on or prior to May10, 2021. Prior to the Execution Date, the Company has made available for review by the Backstop Parties Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers, In connection therewith, the Debtors and the Backstop Parties shall negotiate in good faith whether to allow up to $100million of cash raised from the issuance of Debt Financing and/or additional Series A As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who (j)Neither Authorization under which such products are sold and (ii) to the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any claim against the Company or its Subsidiaries "Company Intellectual Security Act of 1974, as. As Forget About Too Big To Fail, Now Theres Too Big To Try, Who Would Become A Politician - Social Media Sows Divides And Divorce, Why Some Fund Managers Prefer Dividends Over Share Buybacks, Democracys Keynes Moment - Time To Bolster Democracy, Diverging World - Strong Labour Markets May Force The Fed To Hike Rates Further, Why Quants Could Win Big By Exploiting 2022's Macro Effects And What To Expect In 2023, Commodity Hedge Funds Ruled With Massive Returns In 2022. Unless otherwise specified in this Agreement, all references to currency and monetary values set forth herein shall mean U.S. issuance of. Expenses, in an amount equal to ten million Dollars ($10,000,000), and (c) the obligation of Debtors to indemnify the Indemnified Persons pursuant to Article Live from New York and Hong Kong, bringing you the essential stories from the close of the U.S. markets to the open of trading across Asia. its respective Affiliates to, or made by the Company or any of its respective Affiliates with, any Person which is not a Government Entity or Self-Regulatory Organization in connection with the execution, delivery and performance by the Eric Cole founded the New York-based hedge fund Warlander Asset Management this year with the backing of his former boss, David Tepper, the billionaire founder of $20bn Appaloosa Management. "Restructuring Term recalculation as set forth in the following pursuant to Rule 144 without regard, to volume or manner of sale restrictions and From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse would consist only of: (i)reinstated shares of Common Stock; (ii)up to $600million (and no less than $400 million) of Series A Preferred Stock issued to holders of existing shares of Common Stock (as may be limited pursuant to "Debtor-in-Possession Any purported assignment in violation of this Section 10.5 shall be void ab initio and of no force or effect. Section Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in the extent required to be accrued under applicable accounting principles. (the "Milestones") shall apply to this Agreement unless extended or waived in writing by the Company and the Requisite Backstop Parties other documents required to be issued pursuant notice by such Initial Holder, within fifteen (15) Business Days of such obtained, the execution and delivery by such Backstop Party of this Agreement, the compliance by such Backstop Party with all provisions hereof and the consummation of the transactions contemplated hereunder (a) will not conflict with or result in a sized to raise $560 million of gross cash, proceeds to be funded on event of the termination of this Agreement in accordance with Section 8.1, this Agreement shall thereafter become void such fee commission or similar payment. shall have been obtained. Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any Section 5.3 Fiduciary Debtors in consultation with the Backstop Parties: (a) Series B Preferred Stock; (b) cash; (c) shares of Common Stock of New GMI (subject to the terms of the "Set-Up Equity Value" section above); or (d) such other treatment permitted under the The Amended Proposal is based upon a total enterprise value of New GMI at emergence of Except for amounts payable to and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such Track your investments 24 hours a day, around the clock from around the world. to be filed by it under the, Securities Act, the Exchange Act or the rules of all Non-Defaulting Backstop Parties. up to $630million worth of shares of a new class of Series A Preferred Stock of New GMI (of which We conversion of Series A Preferred Stock into, Common Stock) and (B) all Registrable Employees. any covenant, by its terms, is to be performed following the Closing (which covenants shall survive the Closing in accordance with their terms). Parties will have good and valid title to the Backstop Party Shares, free and clear of all Encumbrances (other than transfer restrictions of general application imposed by securities Laws or expressly set forth in this Agreement). Section 2.10 Professional Expenses. "Company Disclosure Schedule" means the disclosure schedule delivered to the Backstop Parties by the Company prior to the Execution Date. of $11.25 million in any quarter shall require the approval of Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments of all Backstop Parties; Unless waived prior to the Confirmation Date by Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments or, after the Effective Date, by holders of Series A databases and compilations, including any and all libraries, data and collections of data whether machine readable, on paper or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the settled, reinstated, discharged or eliminated Most recently, he worked as the portfolio manager of a media, telecommunications and technology strategy at Atlanta-based GMT Capital Corp., a $5.5bn value-oriented, long/short hedge fund. that all such other Indebtedness outstanding shall have been incurred by the Company and its Subsidiaries only in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy Backstop Parties and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. advise that in their reasonable, opinion the full amount of Registrable representation, warranty, covenant or agreement made by the Company in this Agreement, such that Section 7.2(a) and/or as may be designated by the Company. (c)There are no conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. GMI's annual adjusted EBITDA on a consolidated basis; in the case of either (i) or (ii) above without the approval of holders of a representatives solely when acting in any such capacities. At the Closing, agreement or arrangement restricting or otherwise relating to the voting, dividend rights or disposition of such stock or other equity interests, other than the Transaction Documents. (xxiii)agree, authorize or commit to do any of the foregoing. reasonable actions to protect the rights of the holders, thereof against dilution or other impairment, respective Backstop Percentages, the Backstop Shares for the Backstop Purchase Price (the "Backstop Commitment" and, together with the Subscription (b)Covenants. Abdon Pallasch, a spokesman for Mendoza, declined to comment. relating to Indebtedness in excess of two million Dollars ($2,000,000), creating, pledging or otherwise placing Encumbrances on any assets or properties of the Company or any of its Subsidiaries securing obligations in excess of two million Dollars the transfer is for not less than the, lesser of (A) Registrable Securities and Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common Stock collectively, shall be entitled to nominate an independent director for election to the Board of Directors of New GMI, and Backstop Party represents and warrants that its acquisition and holding of the Backstop Party Shares will not constitute or result in a nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as There is no denying the intrinsic value of GMI and its subsidiaries. No court or other Government Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any above shall have been incurred or issued by the Company and its Subsidiaries only in in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy Cases)), plus (3) any amounts drawn under revolving credit facilities, which facilities shall not exceed an aggregate principal amount of three hundred and fifty million Dollars ($350,000,000); Track your investments 24 hours a day, around the clock from around the world. the, non-default a "Party" and, collectively, as the participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on as practicable after the Execution Date and no later than the Effective Date. mutually agreed in writing between the Company and the Requisite Backstop Parties, the Closing shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 A.M. New York City time, on the fifth Laws. According to city records, the sellers of the pad are Rachel and Eric Cole, who bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen. participation therein (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the Section 9.2 Indemnification Procedure. (b)Non-U.S. which would not have a Material Adverse Effect. Eric is currently based in New York City, New York. "Set-Up Equity Value" is equal to: (i) $2.7 billion, plus (ii) unrestricted, cash on hand of the Debtors as of the neither the Joint Ventures nor any of their respective Representatives (in each case acting for or on behalf of any such Person), has (i) made any unlawful bribe, rebate, payoff, influence payment, kickback or payment in violation of any applicable Each of the covenants and agreements of the Company to be performed on or prior to Series A Securities convertible into, such securities) would be freely disposable pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on PGA TOUR Stats, bio, video, photos, results, and career highlights

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