Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest reported event): September 25, 2023

GLASSBRIDGE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 001-14310

Delaware		41-1838504
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

411 E 57^th St. New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 220-3300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		Not applicable		None

Item 1.01 Entry into a Material Definitive Agreement.

On September 25, 2023, GlassBridge Enterprises, Inc. (the “Company”) entered into a series of agreements with Tacora Capital, LP (“Tacora”), an asset management firm, pursuant to which Tacora agreed to invest a total of up to $50 Million in the Company (the “Tacora Transactions”) as follows:

Stock Purchase Agreement

The Company and Tacora entered into a stock purchase agreement (the “Stock Purchase Agreement”) dated as of September 25, 2023 (the “Closing Date”). Pursuant to the terms of the Stock Purchase Agreement, on the Closing Date, the Company sold to Tacora: (i) 7,578 shares of common stock, par value $.01 (the “Common Stock”), (ii) 13,725 shares of Series B Preferred Stock, par value $.01 (the “Preferred Stock”), (iii) 7,500 Series 1 restricted stock units (the “Series 1 RSUs”) and (iv) 15,000 Series 2 restricted stock units (the “Series 2 RSUs,” and together with the Series 1 RSUs, the “RSUs”).

The Common Stock was purchased for $164.9512 per share. The Preferred Stock was purchased for $1,000 per share (the “Per Share Purchase Price”). The RSUs were purchased for the aggregate sum of $75,000. Under the Stock Purchase Agreement and subject to the terms and conditions set forth therein, Tacora also may purchase up to an additional 32,775 shares of Preferred Stock at the Per Share Purchase Price, for aggregate consideration of $32,775,000, and up to an additional 17,500 Series 1 RSUs and 35,000 Series 2 RSUs. The additional shares of Preferred Stock and the RSUs will be purchased and issued from time to time, proportionally, in connection with and as the Company invests in Approved Transactions (as defined in the Stock Purchase Agreement).

The Stock Purchase Agreement contains customary representations and warranties, including with respect to the Company representations as to: (i) Organization, (ii) Authority, (iii) No Conflict, (iv) Consents and Approvals, (v) Capital Structure, (vi) Subsidiaries, (vii) SEC Reports; Financial Statements; Absence of Undisclosed Liabilities, (viii) Compliance, (ix) Permits, (x) Taxes, (xi) No Litigation, (xii) Title to and Sufficiency of Assets, (xiii) Contracts, (xiv) Labor Matters, (xv) Benefit Plans, (xvi) No Brokers, (xvii) Transactions with Related Parties, (xviii) Books and Records; Controls and Procedures; and (xix) Insurance.

From the Closing Date until 48 months after all shares of Preferred Stock issuable to Tacora under the Stock Purchase Agreement have been issued, the Preferred Stock is entitled to receive cumulative dividend distributions at an 8% annual rate based on Per Share Purchase Price. Thereafter, the dividend rate increases to 15.5%. Each share of Preferred Stock is redeemable for $1,000 per share, plus all accrued and unpaid dividends thereon. The Company may redeem the Preferred Stock in part or in full at any time and from time to time; provided that the Company must redeem all of the issued and outstanding shares of Preferred Stock on or prior to the sixth anniversary of the Closing Date. The holders of the Preferred Stock have no voting rights; however, the Company may not take certain actions without the prior written consent of the holders of a majority of the outstanding shares of Preferred Stock, including any action to: (i) increase or decrease the authorized number of shares of Preferred Stock (except in connection with a redemption of shares of Preferred Stock) or issue additional shares of Preferred Stock (other than in accordance with the Stock Purchase Agreement), (ii) create or issue shares of any additional class or series of capital stock that would rank pari passu or senior to the Preferred Stock, (iii) reclassify or amend any security issued by the Company in a way that would adversely impact the amount distributable to the holders of the Preferred Stock, (iv) liquidate, dissolve or wind up its business or affairs or effect any merger, consolidation or “Deemed Liquidation Event” (as defined in the Certificate of Designation with respect to the Preferred Stock (the “Certificate”)) if such action would result in holders of Preferred Stock receiving less than the “Series B Liquidation Preference” (as defined in the Certificate) or (v) purchase or redeem or pay or declare a dividend or make any distribution on any shares of capital stock other than the Preferred Stock (and other than pursuant to the Company’s equity incentive plan).

On the Closing Date, Tacora also purchased 7,500 Series 1 RSUs and 15,000 Series 2 RSUs pursuant to the Series 1 Restricted Stock Unit Award Agreement and Series 2 Restricted Stock Unit Award Agreement, respectively. Beginning on the third anniversary of the Closing Date, Tacora has the right to surrender the Series 1 RSUs to the Company for a cash payment in an amount equal to the product of (i) then fair market value of a share of the Common Stock minus $164.95 (the estimated fair market value of a share of the Common Stock on the Closing Date) multiplied by (ii) the number of Series 1 RSUs then being surrendered to the Company. Tacora has a similar right to surrender the Series 2 RSUs beginning on the sixth anniversary of Closing Date for a cash payment calculated in the same way. Neither the Company nor Tacora possess the right to deliver or demand that the RSUs be settled in Common Stock. The RSUs do not provide Tacora with voting rights or rights to dividend equivalent payments.

A portion of the proceeds received by the Company on the Closing Date were or will be used to (i) pay in full all amounts due and payable under the term loan and security agreement dated as of August 2, 2021 by and among the Company, as borrower, the guarantors party thereto and Gazellek Holdings I, LLC (“Gazellek”), as the lender; (ii) redeem certain shares of outstanding Common Stock of the Company as further discussed below; (iii) extinguish existing liabilities, fund operations (including unpaid deferred compensation and consulting fees) and for working capital; and (iv) as and when due and payable, pay the expenses incurred by the Company.

In connection with the transaction contemplated by the Stock Purchase Agreement, the Company also agreed to (i) increase the number of directors serving on the board of directors (the “Board”) to five (5) individuals; (ii) cause two (2) members of the Board to resign their positions on the Board; and (iii) appoint Daniel Strauss, Keri Findley and Claire Councill as directors on the Board. In addition, the Company agreed that, for so long as Tacora owns at least 3,789 shares of Common Stock of the Company (50% of the shares of Common Stock acquired under the Stock Purchase Agreement), Tacora shall have the right to designate and elect two (2) individuals to serve on the Board.

Subject to the terms and conditions set forth in the Stock Purchase Agreement, (i) the Company agreed to indemnify Tacora for (a) any inaccuracy in or breach of any representation and warranty of the Company contained in the Stock Purchase Agreement or any Ancillary Agreement (as defined in the Stock Purchase Agreement) to which the Company is a party; and (b) any breach by the Company of, or failure by the Company to perform, any of its covenants or obligations contained in the Stock Purchase Agreement or any Ancillary Agreement to which the Company is a party; and (ii) Tacora agreed to indemnify the Company for (a) any inaccuracy in or breach of any representation and warranty of Tacora contained in the Stock Purchase Agreement or any Ancillary Agreement to which Tacora is a party; and (b) any breach by Tacora of, or failure by Tacora to perform, any of its covenants or obligations contained in the Stock Purchase Agreement or any Ancillary Agreement to which Tacora is a party.

Any right to indemnification shall not apply to any Losses (as defined in the Stock Purchase Agreement) until the aggregate amount of all such Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket”), after which such indemnification obligations shall apply to all the aggregate Losses and not just amounts in excess of the Basket. The maximum aggregate amount of Losses payable in respect of indemnification by the Company as a result of a breach of a representation or warranty shall equal the product of (i) fifteen percent (15%) multiplied by (ii) the sum of the Initial Closing Purchase Price (as defined in the Stock Purchase Agreement) plus 100% of the amount of any Subsequent Closing Consideration (as defined in the Stock Purchase Agreement) actually paid to the Company. The maximum aggregate amount of Losses payable in respect of indemnification by Tacora shall be Three Million Dollars ($3,000,000).

Term Loan and Security Agreement

The Company also entered into a term loan and security agreement (the “Term Loan and Security Agreement”) with Tacora dated as of September 25, 2023, pursuant to which Tacora lent $2,000,000 to the Company (the “Term Loan”). The Term Loan requires quarterly payments or accruals (at the Company’s option) of interest, equal to an 8% per annum rate. If the Company defaults on the Term Loan, the interest rate increases to 11% (or the highest rate permitted by law). The Term Loan, and all accrued and unpaid interest, is due in full seven years following its issuance. The Company has the right to prepay the Term Loan in increments of at least $100,000 at any time after the Preferred Stock has been redeemed. Any amounts repaid by the Company to Tacora may not be re-borrowed.

The Term Loan includes a number of covenants. Specifically, the Company had to certify as to its charter and bylaws, provide lien searches, make uniform commercial code (“UCC”) filings perfecting Tacora’s interest in collateral, and pay off the loan to Gazellek. In addition, the Term Loan lists certain events of defaults, each of which triggers an immediate obligation on the part of the Company to repay the Term Loan. The events of default include failure to pay, a breach of any covenant contained in the Term Loan agreement, bankruptcy, judgments in excess of $100,000 in any case and $250,000 in the aggregate and cross-defaulting on any other loan to the Company. All of the Company subsidiaries have guaranteed repayment of the Term Loan. All property of the Company and its subsidiaries have been pledged to secure repayment of the Term Loan.

In the Term Loan, the Company has also made a number of on-going affirmative covenants to Tacora. It must provide on-going financial statement to Tacora and pay its own taxes and insurance. Under the Term Loan, the Company has made a number of negative covenants designed to ensure that the Company does not become less able or unable to repay the Term Loan. These covenants include not incurring additional indebtedness or other obligations, creating liens against its properties, disposing of its properties, other than dispositions of obsolete and worn-out properties, and to use the Term Loan proceeds other than to repay the Gazellek indebtedness, redeem certain Common Stock and for working capital purposes.

Redemption Agreement

Pursuant to the terms of a redemption agreement (the “Redemption Agreement”) dated as of September 25, 2023 between certain holders of Common Stock of the Company (the “Sellers”) and the Company, the Company redeemed from the Sellers a total of 7,578 shares of Common Stock of the Company for a purchase price of $164.9512 per share (the “Redemption”). Such shares were placed into the treasury of the Company.

In connection with the Redemption, each Seller released and the Company and each of its affiliates and subsidiaries and each of the direct and indirect equity owners, officers, directors, employees, agents and control persons of each of the foregoing entities (each, a “Company Released Party”) from any and all Claims (as defined in the Redemption Agreement) that such Seller had, has or may have, against any such person, other than any rights and obligations of such Seller under the Redemption Agreement. Also, in connection with the Redemption, the Company released each Seller and each of his or its affiliates and subsidiaries and each of the direct and indirect equity owners, officers, directors, employees, agents and control persons of each of the foregoing entities (each, a “Seller Released Party”) from any and all Claims other than any rights and obligations of the Company under the Redemption Agreement.

The Company also agreed to defend, indemnify and hold each Seller Released Party harmless from and against any and all damages which are sustained or suffered by any Seller Released Party arising from or related to any liability (contingent or otherwise) which arise out of or relating to (i) any breach by the Company of any warranty or representation made by the Company herein, (ii) any failure by the Company to satisfy any of the Company’s obligations, covenants or agreements set forth in the Redemption Agreement, (iii) the Company’s purchase of the Shares (as defined in the Redemption Agreement) thereunder, and (iv) any actions, claims, suits, demands, damages, losses, costs and legal and other expenses (including without limitation reasonable attorneys’ fees) incident to any of the foregoing. The Sellers, jointly and severally, agreed to defend, indemnify and hold each Company Released Party harmless from and against any and all damages which are sustained or suffered by any Company Released Party arising from or related to any liability (contingent or otherwise) which arise out of or relating to (i) any breach by a Seller of any warranty or representation made by such Seller herein, (ii) any failure by a Seller to satisfy any of such Seller’s obligations, covenants or agreements set forth in the Redemption Agreement, and (iii) any actions, claims, suits, demands, damages, losses, costs and legal and other expenses (including without limitation reasonable attorneys’ fees) incident to any of the foregoing.

The Series 1 Restricted Stock Unit Award Agreement, Series 2 Restricted Stock Unit Award Agreement, Stock Purchase Agreement, Term Loan and Security Agreement, and Redemption Agreement have been filed as Exhibits 4.1, 4.2, 10.1, 10.2 and 10.3 to this Current Report on Form 8-K. This summary description of these agreements does not purport to be complete and is qualified in its entirety by reference to these agreements, which are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Tacora Transactions, the Company terminated the term loan and security agreement dated as of August 2, 202 with Gazellek and repaid the sum of $4,012,945. Pursuant to a warrant termination agreement (the “Warrant Termination Agreement”), the Company and Gazellek also terminated a warrant in favor of Gazellek to acquire 5.2% of the outstanding shares of the Company’s Common Stock.

The Warrant Termination Agreement has been filed as Exhibit 10.4 to this Current Report on Form 8-K. This summary description of the Warrant Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 25, 2023, the Company entered into the Term Loan and Security Agreement with Tacora, as described in Item 1.01 above and incorporated herein by this reference.

Item 3.02 Unregistered Sales of Equity Securities.

On September 25, 2023, pursuant to the Stock Purchase Agreement, the Company sold to Tacora: (i) 7,578 shares of Common Stock, (ii) 13,725 shares of Preferred Stock, (iii) 7,500 Series 1 RSUs and (iv) 15,000 Series 2 RSUs. The securities were issued in a private placement exempt from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Certain Directors.

On September 25, 2023, Joseph De Perio and Robert Searing resigned as directors of the Company effective immediately. Neither of Mr. De Perio or Mr. Searing advised the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Appointment of Certain Directors

On September 25, 2023, the Board of the Company increased the Board to five members and appointed Daniel Strauss, Keri Findley and Claire Councill to serve as directors.

The Board determined that each director shall be entitled to annual compensation for service on the Board in the amount of $60,000. The Company entered into Indemnification Agreements with Ms. Findley and Ms. Councill in connection with such appointments.

Biographical information regarding the new directors is as follows:

Daniel A. Strauss

Daniel A. Strauss is the Company’s Chief Executive Officer. Mr. Strauss has served as the Company’s Chief Executive Officer since December 2019. Previously, Mr. Strauss served as the Company’s Chief Operating Officer from March 2017 through December 2019. Mr. Strauss was a Portfolio Manager at Clinton from 2010 until 2019. Mr. Strauss has over fifteen years of experience in corporate finance as a portfolio manager and investment analyst in private and public equity. At Clinton, Mr. Strauss was responsible for evaluating and executing private equity transactions across a range of industries. Post-investment, Mr. Strauss was responsible for the ongoing management and oversight of Clinton’s portfolio investments. From 2008 to 2010, he worked for Angelo, Gordon & Co., as a member of the firm’s private equity and special situations area. Mr. Strauss was previously with Houlihan Lokey, where he focused on mergers and acquisitions from 2006 to 2008. Mr. Strauss has served on the boards of directors of Pacific Mercantile Bancorp (NASDAQ: PMBC) from August 2011 until December 2015 and Community Financial Shares, Inc. (OTC: CFIS) from December 2012 until its sale to Wintrust Financial Corporation in July 2015. Mr. Strauss received a Bachelor of Science in Finance and International Business from the Stern School of Business at New York University.

Keri Findley

Keri Findley is the CEO of Tacora. Ms. Findley was Partner at Third Point LLC from 2016 to 2017, a hedge fund founded and run by Daniel Loeb, from 2009 to 2017, having joined the firm to start and build its structured credit business. Prior to joining Third Point LLC, Ms. Findley was an analyst with EOS Partners, an alternative investment firm, and before that with D.B. Zwirn & Co., a special situations investment firm spun off from Highbridge Capital Management (now part of JPMorgan Chase). Ms. Findley serves as an advisor to Firework Ventures and 8VC, a venture capital firm founded by Joe Lonsdale and on the boards of directors of Shogun, Karus, and Architect. She previously served on the board of Clearbanc and LIT. Ms. Findley earned a Bachelor of Science in Operations Research from Columbia University.

Claire Councill

Claire Councill is a Managing Director on Tacora’s investment team. Previously, Ms. Councill was an investor at SuRo Capital (Nasdaq: SSSS) from 2019 to 2022. Prior to that, Ms. Councill worked in strategic finance at 1stdibs, a VC-backed luxury ecommerce marketplace, where she helped the company execute M&A and raise Series D financing. She began her career in leveraged finance investment banking at Goldman Sachs in New York. Ms. Councill graduated with a Master of Science in Finance and Bachelor of Arts in Art History from the University of Virginia, where she was a Jefferson Scholar.

Approval of Equity Incentive Plan

On September 22, 2023, the Board approved GlassBridge Enterprises, Inc. Equity Incentive Plan (the “Plan”), effective as of September 22, 2023, provided that the Plan is approved by the stockholders of the Company within twelve (12) months of such date.

The Plan provides for the granting of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance unit awards, unrestricted stock awards, distribution equivalent rights or any combination of the foregoing.

The awards may be granted under the Plan to the Company’s employees, directors and consultants. Subject to any adjustments as necessary pursuant to Article XV of the Plan, the aggregate number of shares of stock reserved and available for grant and issuance under the Plan is 4,962.

The Indemnification Agreement with Keri Findley, Indemnification Agreement with Claire Councill and the Plan have been filed as Exhibits 10.5, 10.6 and 10.7 to this Current Report on Form 8-K. This summary description of these documents does not purport to be complete and is qualified in its entirety by reference to these documents, which are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 22, 2023, the Company filed the Certificate with the Secretary of State of the State of Delaware, setting forth the terms of the Preferred Stock. A copy of the Certificate relating to the Preferred Stock is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference. This summary description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the Certificate, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1	Certificate of Designations, Preferences and Rights of Series B Preferred Stock of GlassBridge Enterprises, Inc.
4.1	GlassBridge Enterprises, Inc. Series 1 Restricted Stock Unit Award Agreement, dated as of September 25, 2023, by and between GlassBridge Enterprises, Inc. and Tacora Capital, LP
4.2	GlassBridge Enterprises, Inc. Series 2 Restricted Stock Unit Award Agreement, dated as of September 25, 2023, by and between GlassBridge Enterprises, Inc. and Tacora Capital, LP
10.1	Stock Purchase Agreement, dated as of September 25, 2023, by and between GlassBridge Enterprises, Inc. and Tacora Capital, LP
10.2	Term Loan and Security Agreement, dated as of September 25, 2023, by and between GlassBridge Enterprises, Inc. and Tacora Capital, LP
10.3	Redemption Agreement, dated as of September 25, 2023, by and among GlassBridge Enterprises, Inc. and certain holders of Common Stock of GlassBridge Enterprises, Inc.
10.4	Warrant Termination Agreement, dated as of September 25, 2023, by and between GlassBridge Enterprises, Inc. and Tacora Capital, LP
10.5	Indemnification Agreement, dated as of September 25, 2023, by and between GlassBridge Enterprises, Inc. and Keri Findley
10.6	Indemnification Agreement, dated as of September 25, 2023, by and between GlassBridge Enterprises, Inc. and Claire Councill
10.7	GlassBridge Enterprises, Inc. Equity Incentive Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 29, 2023

GLASSBRIDGE ENTERPRISES, INC.

By:	/s/ Daniel Strauss
Name:	Daniel Strauss
Title:	Chief Executive Officer

Exhibit 3.1

Execution Copy

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

SERIES B PREFERRED STOCK

GLASSBRIDGE ENTERPRISES, INC.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

GlassBridge Enterprises, Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of Sections 103 and 151 of the General Corporation Law of the State of Delaware, does hereby state and certify that pursuant to the authority vested in the Board of Directors of the Corporation (the “Board”) by the Amended and Restated Certificate of Incorporation of the Corporation (the “Restated Certificate”), the Board on September 22, 2023 duly adopted the following resolutions creating a series of Preferred Stock designated as Series B Preferred Stock:

RESOLVED, that, pursuant to the authority vested in the Board in accordance with the provisions of its Restated Certificate, a series of Preferred Stock of the Corporation be and hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series B Preferred Stock” and the number of shares constituting such series is 100,000, each having a par value of one penny ($0.01). The number of shares of Series B Preferred Stock may be decreased by resolution of the Board; provided that no decrease shall reduce the number of shares of Series B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance pursuant to that certain Stock Purchase Agreement to be dated on or about September 22, 2023 (the “Purchase Agreement”), by and between the Corporation and Tacora Capital, LP (“Tacora”). The purchase price per share of Series B Preferred Stock shall equal One Thousand Dollars ($1,000) (the “Per Share Purchase Price”).

Section 2. Dividends and Distributions.

(A) The holders of shares of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, cumulative, non-compounding annual dividends in an amount per share of Series B Preferred Stock equal to (i) from the date hereof until the date that is forty-eight months after the last day of the month in which all shares of Series B Preferred Stock available for issuance to Tacora under the Purchase Agreement have been issued (such date, the “Dividend Increase Date”), eight percent (8%) per annum of the Per Share Purchase Price and (ii) from and after the Dividend Increase Date, fifteen and one-half percent (15.5%) per annum of the Per Share Purchase Price.

(B) The Corporation shall declare and pay dividends on the Series B Preferred Stock in such amounts as set forth in Section 2(A) annually in cash on the last day of each calendar year (pro-rated, as applicable, for any portion of a full calendar year) or at such other times during the year that the Corporation determines (the “Preferred Dividend”); provided that, at the election of the Board, such dividends may be accrued.

Section 3. Voting Rights. Except as otherwise provided herein or required by law, the holders of shares of Series B Preferred Stock shall have no voting rights, and their consent shall not be required for taking any corporate action.

Section 4. Certain Restrictions. Whenever the Preferred Dividend or other dividends or distributions declared and payable on the Series B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Stock outstanding shall have been paid in full, the Corporation shall not: declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of capital stock of the Corporation.

Section 5. Redemption.

(A) At the election of the Corporation, the issued and outstanding shares of Series B Preferred Stock are redeemable, in full or in part, at any time and from time to time, for an aggregate amount equal to the product of (i) the Per Share Purchase Price multiplied by the number of shares of Series B Preferred Stock then being redeemed, plus all accrued and unpaid dividends on each share of Series B Preferred Stock being redeemed (the “Per Share Redemption Price”; and the aggregate amount payable for all shares then being redeemed, the “Redemption Price”); provided that, if fewer than all outstanding shares of Series B Preferred Stock are being redeemed, the Corporation shall redeem such shares on a pro rata basis from all holders thereof; and provided further that the Corporation shall redeem all shares of Series B Preferred Stock that remain issued and outstanding on the sixth (6th) anniversary of the Initial Closing Date (as defined in the Purchase Agreement) (the “Required Redemption Date”) for an amount equal to the Redemption Price.

(B) In order to redeem shares of Series B Preferred Stock, the Corporation shall deliver to the holders thereof written notice of the redemption thereof (the “Redemption Notice”), which Redemption Notice shall set forth (i) the number of shares of Series B Preferred Stock that the Corporation is redeeming, including the number of such shares being redeemed from each holder thereof, (ii) the date on which such shares of Series B Preferred Stock will be redeemed, which shall be no later than thirty (30) days after the date of the Redemption Notice (the “Redemption Date”), (iii) the Per Share Redemption Price, including the amount of the Redemption Price payable to each holder of shares of Series B Preferred Stock, and (iv) if such shares are in certificated form, the manner and place where the holder thereof shall surrender such shares to the Corporation (it being understood that such shares shall be deemed to have been redeemed and cancelled upon payment of the applicable aggregate Per Share Redemption Price to the applicable shareholder whether or not such shareholder surrenders such shares to the Corporation).

(C) Unless prohibited by Delaware law governing distributions to stockholders, the Corporation shall pay the applicable Redemption Price in full not more than thirty (30) days after delivery by the Corporation of the Redemption Notice, by, at the election of the Corporation, either (i) wire transfer of immediately available funds to an account designated by each holder of shares of Series B Preferred Stock being redeemed or (ii) check delivered to the shareholder at its address in the Corporation’s records. Upon delivery of a Redemption Notice, the Corporation shall reserve cash and other assets sufficient to pay the Redemption Price on the Redemption Date.

(D) If on any Redemption Date Delaware law governing distributions to stockholders prevents the Corporation from redeeming all shares of Series B Preferred Stock to be redeemed on such Redemption Date, the Corporation shall ratably redeem the maximum number of shares that it may redeem consistent with such law and shall redeem the remaining shares as soon as it may lawfully do so under such law.

(E) On or before the applicable Redemption Date, each holder of shares of Series B Preferred Stock to be redeemed on such Redemption Date shall, if a holder of shares in certificated form, surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit) to the Corporation, in the manner and at the place designated in the Redemption Notice, and, thereupon, the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Series B Preferred Stock represented by a certificate are redeemed, a new certificate, instrument, or book entry representing the unredeemed shares of Series B Preferred Stock shall promptly be issued to such holder.

(F) If any shares of Series B Preferred Stock have not redeemed for any reason on or before the Required Redemption Date, such unredeemed shares shall remain outstanding and continue to be entitled to all the rights and preferences provided herein and, until such shares are redeemed, the Corporation shall pay interest on the Redemption Price applicable to such unredeemed shares at an aggregate per annum rate equal to one percent (1.00%) (increasing by one percent (1.00%) each month following the Redemption Date until the Redemption Price, and any interest thereon, is paid in full), with such interest to accrue daily in arrears and be compounded annually; provided that in no event shall such interest exceed the maximum permitted rate of interest under applicable law (the “Maximum Permitted Rate”). In the event any provision hereof would result in the rate of interest payable hereunder being in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Redemption Date to the extent permitted by law.

(G) Any shares of Series B Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be automatically and immediately retired and cancelled after the redemption thereof and shall not be reissued, sold or transferred as Series B Preferred Stock; provided that such shares may remain authorized shares (undesignated) of Preferred Stock under the Restated Certificate. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Series B Preferred Stock following redemption or acquisition thereof.

Section 6. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or otherwise), dissolution, or winding up of the Corporation or any other Deemed Liquidation Event (defined below), no distribution shall be made to the holders of shares of any other series or class of stock of the Corporation unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received an amount equal to the Per Share Purchase Price for each share of Series B Preferred Stock held by them, plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series B Liquidation Preference”). Following the payment of the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series B Preferred Stock. In the event that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference, then all assets of the Corporation shall be distributed ratably to the holders of the Series B Preferred Stock. Following the payment of the full amount of the Series B Liquidation Preference, the holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets of the Corporation to be distributed.

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series B Preferred Stock, then such remaining assets shall be distributed ratably to the holders of the Series B Preferred Stock and such parity shares in proportion to their respective liquidation preferences.

(C) If any assets of the Corporation distributed to stockholders in connection with any liquidation, dissolution or winding up of the Corporation or any Deemed Liquidation Event are other than cash, cash equivalents or Marketable Securities (as defined below), then the value of such assets shall be their fair value as determined in good faith by the Board, including the approval of the Tacora Directors (as defined in the Purchase Agreement). For purposes hereof, “Marketable Securities” means (i) common stock, common units or other common equity interests approved for listing on the New York Stock Exchange or the Nasdaq Stock Market of an issuer (a “Qualified Issuer”) having a market value of its equity interests owned by non-affiliates in excess of $250,000,000 that are freely tradeable by non-affiliates of such Qualified Issuer and (ii) debt securities of a Qualified Issuer.

(D) Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least a majority of the outstanding shares of Series B Preferred Stock elect otherwise by written notice sent to the Corporation at least twenty (20) days prior to the effective date of any such event: (i) a merger or consolidation (a) in which the Corporation is a constituent party or (b) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or a series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole (including, without limitation, via a sale or disposition (whether by merger, consolidation or otherwise) of any subsidiaries of the Corporation), except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

Section 7. Ranking. The Series B Preferred Stock shall rank senior to all other series of the Corporation’s Preferred Stock, including the Series A Participating Preferred Stock, par value one penny ($0.01) per share, of the Corporation, as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 8. Series B Protective Provisions. Notwithstanding Section 3, at any time when any shares of Series B Preferred Stock are outstanding, none of the bylaws of the Corporation, the Restated Certificate or this Certificate of Designation shall be amended without the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting separately as a class. In furtherance of the forgoing and notwithstanding Section 3, for so long as at least fifty percent (50%) of the shares of Series B Preferred Stock issued under the Purchase Agreement remain outstanding, the Corporation shall not, without the prior written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock:

(A) increase or decrease the authorized number of shares of Series B Preferred Stock (except for decreases in connection with a redemption of shares of Series B Preferred Stock contemplated by Section 5) or issue additional shares of Series B Preferred Stock except in accordance with the Purchase Agreement;

(B) create, or authorize the creation of, or issue or obligate itself to issue shares of any additional class or series of capital stock that is pari pasu or senior to the Series B Preferred Stock;

(C) reclassify, alter or amend any existing security of the Corporation in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation in any way that would reasonably be expected to adversely impact the amount distributable to the holders of the Series B Preferred Stock upon such liquidation, dissolution or winding up of the Corporation;

(D) liquidate, dissolve or wind-up the business and affairs of the Corporation or effect any merger, consolidation or other Deemed Liquidation Event if the holders of shares of Series B Preferred Stock would receive in the aggregate an amount less than the Series B Liquidation Preference; or

(E) purchase or redeem or pay or declare any dividend or make any distribution on any shares of capital stock of the Corporation other than on shares of Series B Preferred Stock as contemplated hereby and other than pursuant to the Equity Incentive Plan (as defined in the Purchase Agreement).

Section 9. Waiver. At any time any shares of Series B Preferred Stock are issued and outstanding, any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein may be waived on behalf of all holders of the Series B Preferred Stock by the affirmative written consent or vote of the holders of at least a majority of the shares of Series B Preferred Stock then outstanding.

Section 10. Fractional Shares. Series B Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Preferred Stock.

Section 11. Notices. Any notice required to be given to the holders of the Series B Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at such holder’s address appearing on the books of the Corporation.

[Signature appears on the following page]

IN WITNESS WHEREOF, this Certificate of Designations, Preferences and Rights is executed on behalf of the Corporation by its duly authorized officer on September 22, 2023.

	GLASSBRIDGE ENTERPRISES, INC.

	By:	/s/ Daniel Strauss
	Name:	Daniel Strauss
	Title:	Chief Executive Officer

[Signature page to Certificate of Designation]

Exhibit 4.1

Execution Copy

GLASSBRIDGE ENTERPRISES, INC.

SERIES 1 RESTRICTED STOCK UNIT AGREEMENT

This Series 1 Restricted Stock Unit Award Agreement (“Agreement”) is made and entered into as of September 25, 2023 (the “Grant Date”), by and between GlassBridge Enterprises, Inc., a Delaware corporation (the “Company”), and Tacora Capital, LP, a Delaware limited partnership (the “Awardee”).

WITNESSETH:

WHEREAS, the Company and Awardee are parties to that certain Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), pursuant to which, among other things, the Company has agreed to issue, sell and deliver to the Awardee, and Awardee has agreed to purchase, up to 25,000 Series 1 restricted stock units (“Restricted Stock Units”) on the terms and conditions set forth therein and herein;

WHEREAS, all capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Purchase Agreement; and

WHEREAS, pursuant to the Purchase Agreement, the Company desires to grant to Awardee 7,500 Restricted Stock Units as of the date hereof in exchange for $25,000 (the “Purchase Price”).

NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Awardee hereby agree as follows:

1. Issuance of Restricted Stock Units. Subject to the terms and conditions set forth in this Agreement and delivery to the Company of the Purchase Price in accordance with the Purchase Agreement, the Company hereby issues, sells and delivers to the Awardee 7,500 Restricted Stock Units. From and after the date hereof, the Company shall issue, sell and deliver to the Awardee additional Restricted Stock Units at such times and on such terms as are set forth in the Purchase Agreement.

2. Payment of Restricted Stock Units. Subject to the terms and conditions set forth in this Agreement, from and after the third (3rd) anniversary of the Grant Date, upon written notice to the Company (the “Cash-Out Notice”), the Awardee shall have the right to receive for the Restricted Stock Units then held by the Awardee an amount equal to the product of (a) the excess of (i) the Fair Market Value (as defined below) of one share (each, a “Share”) of Common Stock of the Company as of the Business Day immediately preceding the date on which the Cash-Out Notice is delivered to the Company minus (ii) $164.95 multiplied by (b) the number of Restricted Stock Units then being cashed out by the Awardee (the “Cash-Out Amount”). The Cash-Out Notice shall state the number of Restricted Stock Units that the Awardee is then cashing out. The Company shall have thirty (30) days after its receipt of the Cash-Out Notice to pay to the Awardee the Cash-Out Amount, which payment shall be made by wire transfer of immediately available funds to an account identified by the Awardee in the Cash-Out Notice.

For purposes hereof, “Fair Market Value” means, as of any date, the value of the Shares determined as follows:

(a) If the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, the New York Stock Exchange and the Nasdaq Stock Market, its Fair Market Value shall be the five-day average closing price of public market sales for such Shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Company deems reliable;

(b) If the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the five-day average closing price of public market sales for such Shares as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Company deems reliable; or

(c) In the absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shall be determined by the Company in good faith and in its discretion by reference to (i) the placing price of the latest private placement of the Shares and the development of the Company’s business operations and the general economic and market conditions since such latest private placement, (ii) other third party transactions involving the Shares and the development of the Company’s business operation and the general economic and market conditions since such sale, (iii) an independent valuation of the Shares, or (iv) such other methodologies or information as the Company determines to be indicative of Fair Market Value and relevant.

3. No Rights as a Shareholder. A Restricted Stock Unit shall not constitute an equity interest in the Company and shall not entitle the Awardee to voting rights, dividends or any other rights associated with ownership of Shares.

4. Regulation by the Company. This Agreement and the Restricted Stock Units shall be subject to the administrative procedures and rules as the Company shall adopt. All decisions of the Company upon any question arising under this Agreement shall be conclusive and binding upon the Awardee.

5. Amendment. The Company may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement that would materially and adversely impair the Awardee’s rights or entitlements with respect to the Restricted Stock Units shall be effective without the prior written consent of the Awardee.

6. Awardee Acknowledgment. Awardee has reviewed this Award in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award, and fully understands all provisions of the Award. By executing this Agreement the Awardee hereby agrees to be bound by all of the terms of this Agreement.

7. Further Assurances. The Company and Awardee will execute and deliver such further documents and instruments and will take all other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement.

8. Adjustment to Shares. Subject to any required action by shareholders of the Company, the number of shares of common stock covered by each outstanding Restricted Stock Unit shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of shares, including, but not limited to, a stock split, reverse stock split, recapitalization, continuation or reclassification, or the payment of a stock dividend (but only on the stock) or any other increase or decrease in the number of such Shares effected without receipt of consideration by the Company. Any fraction of a Share subject to a Restricted Stock Unit that would otherwise result from an adjustment pursuant to this Section 8 shall be rounded upward to the next full number of shares without other compensation or consideration to the holder of such Restricted Stock Unit.

9. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Company and Awardee concerning the subject matter hereof, and it supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements regarding such subject matter.

10. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Awardee, its successors and assigns, and shall inure to the benefit of and shall be binding upon the Company and its successors and assigns.

11. Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies, electronically scanned copies and other facsimiles of this Agreement (including such signed counterparts) may be used in lieu of the originals for any purpose.

12. Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

[Signature page follows]

GLASSBRIDGE ENTERPRISES, INC.

By:	/s/ Daniel Strauss	9/25/2023
Its:	Chief Executive Officer	Date

TACORA CAPITAL, LP

By:	/s/ Keri Findley	9/25/2023
Its:	Authorized Signatory	Date

[Signature page to Series 1 Restricted Stock Unit Agreement]

Exhibit 4.2

Execution Copy

GLASSBRIDGE ENTERPRISES, INC.

SERIES 2 RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Award Agreement (“Agreement”) is made and entered into as of September 25, 2023 (the “Grant Date”), by and between GlassBridge Enterprises, Inc., a Delaware corporation (the “Company”), and Tacora Capital, LP, a Delaware limited partnership (the “Awardee”).

WITNESSETH:

WHEREAS, the Company and Awardee are parties to that certain Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), pursuant to which, among other things, the Company has agreed to issue, sell and deliver to the Awardee, and Awardee has agreed to purchase, up to 50,000 Series 2 restricted stock units (“Restricted Stock Units”) on the terms and conditions set forth therein and herein;

WHEREAS, all capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Purchase Agreement; and

WHEREAS, pursuant to the Purchase Agreement, the Company desires to grant to Awardee 15,000 Restricted Stock Units as of the date hereof in exchange for $50,000 (the “Purchase Price”).

NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Awardee hereby agree as follows:

1. Issuance of Restricted Stock Units. Subject to the terms and conditions set forth in this Agreement and delivery to the Company of the Purchase Price in accordance with the Purchase Agreement, the Company hereby issues, sells and delivers to the Awardee 15,000 Restricted Stock Units. From and after the date hereof, the Company shall issue, sell and deliver to the Awardee additional Restricted Stock Units at such times and on such terms as are set forth in the Purchase Agreement.

2. Payment of Restricted Stock Units. Subject to the terms and conditions set forth in this Agreement, from and after the sixth (6th) anniversary of the Grant Date, upon written notice to the Company (the “Cash-Out Notice”), the Awardee shall have the right to receive for the Restricted Stock Units then held by the Awardee an amount equal to the product of (a) the excess of (i) the Fair Market Value (as defined below) of one share (each, a “Share”) of Common Stock of the Company as of the Business Day immediately preceding the date on which the Cash-Out Notice is delivered to the Company minus (ii) $164.95 multiplied by (b) the number of Restricted Stock Units then being cashed out by the Awardee (the “Cash-Out Amount”). The Cash-Out Notice shall state the number of Restricted Stock Units that the Awardee is then cashing out. The Company shall have thirty (30) days after its receipt of the Cash-Out Notice to pay to the Awardee the Cash-Out Amount, which payment shall be made by wire transfer of immediately available funds to an account identified by the Awardee in the Cash-Out Notice.

For purposes hereof, “Fair Market Value” means, as of any date, the value of the Shares determined as follows:

8. Adjustment to Shares. Subject to any required action by shareholders of the Company, the number of shares of common stock covered by each outstanding Restricted Stock Unit shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares, including, but not limited to, a stock split, reverse stock split, recapitalization, continuation or reclassification, or the payment of a stock dividend (but only on the stock) or any other increase or decrease in the number of such Shares effected without receipt of consideration by the Company. Any fraction of a Share subject to a Restricted Stock Unit that would otherwise result from an adjustment pursuant to this Section 8 shall be rounded upward to the next full number of Shares without other compensation or consideration to the holder of such Restricted Stock Unit.

12. Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

[Signature page follows]

GLASSBRIDGE ENTERPRISES, INC.

By:	/s/ Daniel Strauss	9/25/2023
Its:	Chief Executive Officer	Date

TACORA CAPITAL, LP

By:	/s/ Keri Findley	9/25/2023
Its:	Authorized Signatory	Date

[Signature page to Series 2 Restricted Stock Unit Award Agreement]

Exhibit 10.1

Execution Copy

STOCK PURCHASE AGREEMENT

by and between

GLASSBRIDGE ENTERPRISES, INC.

and

TACORA CAPITAL, LP

September 25, 2023

Table of Contents

		Page

ARTICLE 1 DEFINITIONS		1
Section 1.1	Definitions	1
Section 1.2	Interpretation and Construction	8

ARTICLE 2 PURCHASE AND SALE; INITIAL CLOSING		9
Section 2.1	Purchase and Sale of the Initial Closing Purchased Securities; Consideration	9
Section 2.2	Initial Closing; Pre-Closing Action	9
Section 2.3	Initial Closing Deliveries	10

ARTICLE 3 PURCHASE AND SALE; SUBSEQUENT CLOSINGS; ADDITIONAL PURCHASE RIGHT		11
Section 3.1	Purchase and Sale of Remaining Preferred Shares and RSUs; Approved Transactions	11
Section 3.2	Closing of Approved Transactions; Subsequent Closings	11
Section 3.3	Subsequent Closing Deliveries	12
Section 3.4	Additional Right to Purchase Remaining Securities	13

ARTICLE 4 COMPANY REPRESENTATIONS AND WARRANTIES		14
Section 4.1	Organization	14
Section 4.2	Authority	14
Section 4.3	No Conflict	14
Section 4.4	Consents and Approvals	14
Section 4.5	Capital Structure	15
Section 4.6	Subsidiaries	15
Section 4.7	SEC Reports; Financial Statements; Absence of Undisclosed Liabilities	16
Section 4.8	Compliance	16
Section 4.9	Permits	16
Section 4.10	Taxes	17
Section 4.11	No Litigation	18
Section 4.12	Title to and Sufficiency of Assets	18
Section 4.13	Contracts	18
Section 4.14	Labor Matters	19
Section 4.15	Benefit Plans	20
Section 4.16	No Brokers	21
Section 4.17	Transactions with Related Parties	21
Section 4.18	Books and Records; Controls and Procedures	21
Section 4.19	Insurance	21
Section 4.20	Disclaimer of Other Representations	21

ARTICLE 5 BUYER REPRESENTATIONS AND WARRANTIES		22
Section 5.1	Organization of Buyer	22
Section 5.2	Authority of Buyer	22
Section 5.3	No Conflict	22
Section 5.4	Consents and Approvals	23

Table of Contents continued

		Page

Section 5.5	Litigation	23
Section 5.6	No Brokers	23
Section 5.7	Financial Ability	23
Section 5.8	Solvency	23
Section 5.9	Sophisticated Purchaser; Investment Intent	23
Section 5.10	No Other Company Representations or Warranties; Disclaimer of Other Representations	24

ARTICLE 6 ADDITIONAL AGREEMENTS		24
Section 6.1	Preferred Stock Funding Termination; Issuance of RSUs	24
Section 6.2	Company Board of Directors	24
Section 6.3	Execution of Loan Documents; Funding of Loan	25
Section 6.4	Use of Proceeds	25
Section 6.5	Loss Carryovers	25

ARTICLE 7 INDEMNIFICATION		25
Section 7.1	Survival	25
Section 7.2	Indemnification by Company	26
Section 7.3	Indemnification by Buyer	26
Section 7.4	Indemnification Procedures	26
Section 7.5	Payments	27
Section 7.6	Limitations and other Matters Related to Indemnification	27

ARTICLE 8 GENERAL PROVISIONS		29
Section 8.1	No Public Announcement	29
Section 8.2	Notices	29
Section 8.3	Successors and Assigns; No Third Party Beneficiaries	30
Section 8.4	Entire Agreement; Amendments	30
Section 8.5	Waivers; Remedies Cumulative	30
Section 8.6	Schedule Supplements	31
Section 8.7	Expenses	31
Section 8.8	Partial Invalidity	31
Section 8.9	Execution in Counterparts	31
Section 8.10	Governing Law; Submission to Jurisdiction	32
Section 8.11	Waiver of Jury Trial	32
Section 8.12	Specific Performance	32

Exhibits

Exhibit A	Disclosure Schedules
Exhibit B	Certificate of Designation, Preferences and Rights of the Preferred Stock
Exhibit C	Series 1 Restricted Stock Unit Award Agreement
Exhibit D	Series 2 Restricted Stock Unit Award Agreement
Exhibit E	Form of Equity Incentive Plan
Exhibit F	Form of Indemnification Agreement

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement dated as of September 25, 2023 (this “Agreement”), by and between GlassBridge Enterprises, Inc., a Delaware corporation (“Company”), and Tacora Capital, LP, a Delaware limited partnership (“Buyer”). All capitalized terms used but not otherwise defined herein have the meanings set forth or referenced in Article 1.

RECITALS

WHEREAS, Company is a Delaware corporation the Common Stock of which was publicly traded on the OTCQB (also known as “The Venture Market”) until May 21, 2021, at which time the OTC Markets moved the Common Stock to Pink;

WHEREAS, Company desires to issue and sell to Buyer and Buyer desires to purchase and accept from Company shares of Common Stock, shares of Preferred Stock, Series 1 RSUs and Series 2 RSUs, all in accordance with the terms and conditions set forth herein; and

WHEREAS, in addition to the acquisition of the securities described above, on the date hereof, Buyer and Company are entering into the Term Loan and Security Agreement (the “Term Loan Agreement”) and related documents (collectively with the Term Loan Agreement, the “Loan Documents”), pursuant to which Buyer is providing Company with a seven (7) year senior secured loan (the “Loan”) in the amount of Two Million Dollars ($2,000,000) (the “Loan Amount”).

NOW, THEREFORE, in consideration of the respective representations, warranties, covenants, agreements and conditions hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.1 Definitions. For purposes of this Agreement, the following terms have the meanings specified or referenced in this Section 1.1.

“Action” means any litigation (in law or in equity), claim, charge, complaint, demand, action, lawsuit, arbitration, proceeding, mediation, or investigation or inquiry (whether formal or informal) by or against any Person before any Governmental Authority, arbitrator or mediator.

“Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly Controls, is Controlled by or is under common Control with such Person.

“Agreement” means this Agreement, including the Exhibits and Schedules attached hereto.

“Ancillary Agreements” means the Loan Documents, the Equity Incentive Plan, the Certificate of Designation, the Series 1 Restricted Stock Unit Award Agreement, the Series 2 Restricted Stock Unit Award Agreement, the Indemnification Agreement and any other agreements, documents or certificates executed and delivered in connection herewith or in connection with the extension of the Loan.

“Approved Transaction” has the meaning specified in the Term Loan Agreement.

“Bankruptcy and Equity Exceptions” has the meaning specified in Section 4.2.

“Basket” has the meaning specified in Section 7.6(a).

“Board” means the Board of Directors of Company.

“Bring-Down Representations” has the meaning set forth in Section 3.3(a)(iii).

“Business” means the business of Company and the Subsidiaries as conducted on the date hereof.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by law or executive order to close.

“Buyer” has the meaning specified in the preamble to this Agreement.

“Buyer Cap” has the meaning set forth in Section 7.6(c).

“Buyer Indemnified Parties” has the meaning specified in Section 7.2.

“Buyer Material Adverse Effect” means any effect, event, condition, occurrence, fact, variation, development, circumstance or change that, individually or collectively with any one or more other effects, events, conditions, occurrences, facts, variations, developments, circumstances or changes, has or would reasonably be expected to have a material adverse effect on (a) the business, operations, prospects, assets, liabilities, results of operations or condition (financial or otherwise) of Buyer or (b) the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Agreements to which Buyer is or will be a party (assuming that Company then has the ability to consummate such transactions), provided that, for purposes of this Agreement, a Buyer Material Adverse Effect shall not include any such effect, event, condition, occurrence, fact, variation, development, circumstance or change to the extent resulting from (i) changes to the private structured solutions market, regardless of the industry; (ii) any action taken by Company; (iii) general economic, regulatory or political conditions or changes in the United States or internationally, including with respect to financial, banking or securities markets; (iv) military action or acts of terrorism; (v) pandemics (including COVID-19 and any variant thereof, any other pandemic or endemic, or any action taken by any Governmental Authority or Law related thereto), or (vi) changes in Law that become effective after the date hereof, provided, however, that, in the case of any such general exception described in any of clauses (i) through (vi), such exception does not affect Buyer in a materially disproportionately adverse manner relative to other participants in the industry in which Buyer engages.

“Called Shares” has the meaning specified in Section 3.4(c).

“Caps” has the meaning specified in Section 7.6(c).

“Certificate of Designation” means the Certificate of Designation, Preferences and Rights in the form attached hereto as Exhibit B.

“Charter Documents” means any corporate, partnership or limited liability company organizational or constitutional documents, including certificates or articles of incorporation, articles or memorandum of association, bylaws, certificates of formation, operating agreements, shareholders’ agreements, limited liability company agreements, certificates of limited partnership and partnership agreements, as applicable.

“Code” means the Internal Revenue Code of 1986.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock, par value $0.01, of the Company.

“Company” has the meaning specified in the preamble to this Agreement.

“Company Benefit Plans” has the meaning specified in Section 4.15(a).

“Company Cap” has the meaning set forth in Section 7.6(c).

“Company Indemnified Parties” has the meaning specified in Section 7.3.

“Company Material Adverse Effect” means any effect, event, condition, occurrence, fact, variation, development, circumstance or change that, individually or collectively with any one or more other effects, events, conditions, occurrences, facts, variations, developments, circumstances or changes, has or would reasonably be expected to have a material adverse effect on (a) the Business, operations, prospects, assets, liabilities, results of operations or condition (financial or otherwise) of Company or (b) the ability of Company to consummate the transactions contemplated by this Agreement or any Ancillary Agreement to which Company is or will be a party (assuming that Buyer then has the ability consummate such transactions); provided that, for purposes of this Agreement, a Company Material Adverse Effect shall not include any such effect, event, condition, occurrence, fact, variation, development, circumstance or change only to the extent resulting from (i) changes to the asset management industry generally; (ii) general economic, regulatory or political conditions or changes in the United States or internationally, including with respect to financial, banking or securities markets; (iii) any action taken by Buyer; (iv) military action or acts of terrorism; (v) pandemics (including COVID-19 and any variant thereof, any other pandemic or endemic or any action taken by any Governmental Authority or Law related thereto) or (vi) changes in Law that become effective after the date hereof, provided, however, that, in the case of any such general exception described in any of clauses (i) through (vi), such exception does not affect Company in a materially disproportionately adverse manner relative to other participants in the industry in which Company engages.

“Company Representations” has the meaning specified in Section 4.20(a).

“Contract” means any contract, agreement, commitment, arrangement, or undertaking, oral or written, including all exhibits, schedules, attachments and amendments or supplements thereto.

“Control” means, as to any Person, the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by Contract or otherwise. The terms “Controlled by” and “under Common Control with” shall have correlative meanings.

“Disclosure Schedule” means the disclosure schedules dated as of the date hereof provided by Company to Buyer in connection with the execution and delivery of this Agreement, a copy of which is attached hereto as Exhibit A.

“Encumbrance” means any lien, adverse claim, charge, judgment, imposition, levy, attachment, license, security interest, security agreement, financing statement, mortgage, deed of trust, encroachment, pledge, easement, restrictive covenant, right of first refusal, right-of-way, conditional sale or other title retention agreement, option, preemptive right, defect in title or other adverse claims or restrictions of a similar nature.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Equity Incentive Plan” means that certain Equity Incentive Plan, substantially in the form attached hereto as Exhibit E, to be adopted by Company on or before the Initial Closing Date.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” of a Person means any other Person which, together with such Person, is required to be treated as a single employer under Section 414 of the Code.

“Exchange Act” means the Securities Exchange Act of 1934.

“Fundamental Representation” means (a) with respect to Company, each of the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.5 (Capital Structure), Section 4.6 (Subsidiaries), Section 4.10 (Taxes) and Section 4.16 (No Brokers); and (b) with respect to Buyer, each of the representations and warranties set forth in Section 5.1 (Organization of Buyer), Section 5.2 (Authority) and Section 5.6 (No Brokers).

“Funding Termination Notice” has the meaning specified in Section 6.1.

“GAAP” means United States generally accepted accounting principles, as in effect at the time to which the related reference to such principles pertains.

“Governmental Authority” means any United States federal, state or local or any supra-national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body, board, department, instrumentality or commission, self-regulatory organization or any court, tribunal or judicial or arbitral body.

“Indemnification Agreement” means an Indemnification Agreement between Company and each Tacora Director in substantially the form attached hereto as Exhibit F.

“Indemnified Party” has the meaning specified in Section 7.4(a).

“Indemnifying Party” has the meaning specified in Section 7.4(a).

“Initial Closing” has the meaning specified in Section 2.2.

“Initial Closing Date” has the meaning specified in Section 2.2.

“Initial Closing Purchase Price” has the meaning specified in Section 2.1(b).

“Initial Closing Purchased Securities” has the meaning specified in Section 2.1(a).

“Initial Purchased Preferred Shares” has the meaning specified in Section 2.1(a).

“Initial Purchased RSUs” has the meaning specified in Section 2.1(a).

“Initial Purchased Series 1 RSUs” has the meaning specified in Section 2.1(a).

“Initial Purchased Series 2 RSUs” has the meaning specified in Section 2.1(a).

“IRS” means the United States Internal Revenue Service.

“Knowledge of Company” or “Company’s Knowledge” means the actual knowledge of Alex Spiro, Joseph De Perio, Robert Searing, Robert Torricelli, Daniel Strauss and Francis Ruchalski and the knowledge any such individual would have obtained upon due inquiry concerning the existence of the relevant fact or matter.

“Law” means any order, law, statute, regulation, rule, ordinance, writ, injunction, directive, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by, or any stipulation or requirement of, or binding Contract with, any Governmental Authority.

“Loan” has the meaning set forth in the Recitals.

“Loan Amount” has the meaning set forth in the Recitals.

“Loan Documents” has the meaning specified in the Recitals.

“Losses” means all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including (a) expenses (including costs of investigation and defense of any claim, proceeding or other Action, and the reasonable fees and charges of attorneys, accountants and other experts and consultants); (b) fines, penalties, judgments, payments in settlement of a claim, Action or proceeding or made in compliance with any judicial order; and (c) payments made and costs incurred under indemnification obligations to other Persons, and other costs and payments (including the expenses of enforcing indemnification rights asserted under this Agreement); provided, however, that “Losses” shall not include (i) any indirect, consequential or punitive losses, damages, costs, obligations or claims except to the extent actually awarded by a court of competent jurisdiction in connection with a Third Party Claim; or (ii) any losses, damages, costs, obligations or claims based on lost profits or diminution of value.

“Loss Carryovers” has the meaning set forth in Section 4.10(e).

“Material Contract” has the meaning specified in Section 4.13(a).

“Order” means any order, writ, injunction, judgement, ruling or decree of any Governmental Authority, arbitrator or mediator and any settlement or compliance agreement entered into in connection with any Action.

“Parties” means the parties to this Agreement.

“Payoff Letter” means the payoff letter from Gazellek Holdings I, LLC to Company, which Payoff Letter includes a full release of any and all security interests in Company’s and each Subsidiary’s assets and is in form and substance reasonably acceptable to Buyer.

“Per Preferred Share Price” has the meaning specified in Section 3.1(a).

“Per RSU Price” has the meaning specified in Section 3.1(a).

“Permitted Encumbrances” means (a) Encumbrances for Taxes and related charges and assessments by Governmental Authorities that are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) Encumbrances of landlords and Encumbrances of carriers, warehousemen, mechanics and materialmen and other like Encumbrances arising in the ordinary course of business for sums not yet due and payable or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP and (c) other Encumbrances on or imperfections to property that do not materially detract from the value of or materially impair the existing or proposed use of the property affected by such Encumbrance or imperfection.

“Person” means any natural person, corporation, general or limited partnership, company, limited liability company, joint venture, limited liability partnership, firm, trust, estate, Governmental Authority or other legal entity.

“Preferred Stock” means the Series B Preferred Stock, par value $0.01, of the Company, having the privileges, rights and preferences described on the Certificate of Designation.

“Purchase Election Consideration” has the meaning specified in Section 3.4(a).

“Purchase Election Notice” has the meaning specified in Section 3.4(a).

“Purchased Common Shares” has the meaning specified in Section 2.1(a).

“Purchased Securities” has the meaning specified in Section 3.2(b).

“Remaining Securities” has the meaning specified in Section 3.1.

“SEC Reports” has the meaning specified in Section 4.7(a).

“Securities Act” means the Securities Act of 1933.

“Series 1 RSUs” means the Series 1 Restricted Stock Units of Company having the terms and entitlements described in the Series 1 Restricted Stock Unit Award Agreement attached hereto as Exhibit C.

“Series 2 RSUs” means the Series 2 Restricted Stock Units of Company having the terms and entitlements described in the Series 2 Restricted Stock Unit Award Agreement attached hereto as Exhibit D.

“Subsequent Closing” has the meaning specified in Section 3.2(a).

“Subsequent Closing Consideration” has the meaning specified in Section 3.2(b).

“Subsequent Closing Date” has the meaning specified in Section 3.2(a).

“Subsequent Closing Purchased Securities” has the meaning specified in Section 3.2(b).

“Subsidiary” means, with respect to any Person, any other Person (a) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, (b) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, by such Person or (c) that is, as of such date, otherwise Controlled by such Person. Unless otherwise expressly stated, when used in this Agreement, the term “Subsidiary” shall refer to a Subsidiary of the Company.

“Tacora Director” has the meaning specified in Section 6.2(a).

“Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection, administration or imposition of Taxes.

“Tax Return” means any return, report or similar statement provided or required to be provided with respect to any Tax (including any attached schedules), including any information return, amended return or declaration of estimated Tax.

“Taxes” means any and all taxes of any kind, including all (a) federal, state, local, provincial, territorial and foreign taxes, or similar assessments, charges, duties, fees, levies or other amounts of any kind whatsoever that are in the nature of a tax, including all income, franchise, profits, capital gains, capital stock, built-in gains, transfer, sales, use, occupation, property, excise, escheat and unclaimed property, severance, windfall profits, stamp, stamp duty reserve, license, payroll (including withholding, FICA (both employer and employee portions) and FUTA), withholding, ad valorem, value added, alternative minimum, environmental, customs, social security (or similar), unemployment, disability, health care, registration and other taxes, whether disputed or not, together with all estimated taxes, deficiency assessments, additions to tax, penalties and interest with respect thereto, (b) transferee or other secondary liabilities for the payment of any amount of a type described in clause (a) above and (c) liabilities for the payment of any amount of a type described in clause (a) or clause (b) immediately above as a result of being (or ceasing to be) a member of an affiliated, consolidated, combined or unitary group for any period, operation of Law, or any contractual or other obligation to indemnify or otherwise assume or succeed to the liabilities of any other Person.

“Term Loan Agreement” has the meaning specified in the Recitals.

“Third Party Claim” has the meaning specified in Section 7.4(b).

“Trading Day” means a day on which the OTC Market is open for trading.

“Treasury Regulations” means the Tax regulations as set forth in the United States Code of Federal Regulations in effect from time to time and interpretations issued by the IRS pursuant to the Code or such regulations.

Section 1.2 Interpretation and Construction. Unless the context otherwise requires, for purposes of this Agreement, the following rules of interpretation and construction:

(a) The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”.

(b) The words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole, including all Exhibits and Schedules attached to this Agreement.

(d) References to (i) Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement; (ii) a Contract, instrument or other document means such Contract, instrument or other document as amended, modified or restated from time to time; (iii) a Law means such Law as amended from time to time, including any successor legislation thereto and the rules and regulations promulgated thereunder, in each case through the date of this Agreement.

(e) The Exhibits and Schedules referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

(f) Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a substantive part of or otherwise to affect the meaning or interpretation of this Agreement.

The Parties acknowledge and agree that each of them is sophisticated and has negotiated and reviewed the terms of this Agreement, assisted by such legal counsel as they deemed appropriate, and contributed to its revisions. The Parties further agree that, in light of the foregoing, the rule of construction that any ambiguities are resolved against the drafting party shall not apply. any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the Parties.

ARTICLE 2
PURCHASE AND SALE; INITIAL CLOSING

Section 2.1 Purchase and Sale of the Initial Closing Purchased Securities; Consideration

(a) Subject to the terms and conditions of, and in reliance upon the representations, warranties and covenants contained in, this Agreement, on the Initial Closing Date, (i) Company shall issue, sell and deliver to Buyer or its designee (A) 7,578 newly issued or treasury shares of Common Stock, such that, after the issuance thereof and the redemption of shares of Common Stock provided for in Section 6.4, Buyer will own approximately thirty percent (30%) of the issued and outstanding Common Stock (the “Purchased Common Shares”); (B) 13,725 shares of Preferred Stock (the “Initial Purchased Preferred Shares”); (C) 7,500 Series 1 RSUs (the “Initial Purchased Series 1 RSUs”); and (D) 15,000 Series 2 RSUs (the “Initial Purchased Series 2 RSUs”, and together with the Initial Purchased Series 1 RSUs, the “Initial Purchased RSUs” and the Initial Purchased RSUs, together with the Purchased Common Shares and the Initial Purchased Preferred Shares, the “Initial Closing Purchased Securities”), all of which shall be issued free and clear of any Encumbrances (except for restrictions on transfer under the Securities Act and applicable state securities Laws), and (ii) Buyer shall purchase and accept from Company all of the Initial Closing Purchased Securities for the consideration described in Section 2.1(b).

(b) The aggregate consideration for the Initial Closing Purchased Securities shall be Fifteen Million Fifty Thousand Dollars ($15,050,000) (the “Initial Closing Purchase Price”), which includes (i) One Million Two Hundred Fifty Thousand Dollars ($1,250,000) in consideration for the Purchased Common Shares, (ii) Thirteen Million Seven Hundred Twenty-Five Thousand Dollars ($13,725,000) in consideration for the Initial Purchased Preferred Shares and (iii) Seventy-Five Thousand Dollars ($75,000) in consideration for the Initial Purchased RSUs. At the Initial Closing, Buyer shall pay the Initial Closing Purchase Price by wire transfer of immediately available funds to the account or accounts designated by Company at least two (2) Business Days prior to the Initial Closing Date.

Section 2.2 Initial Closing; Pre-Closing Action. The closing of the transactions contemplated by Section 2.1 (the “Initial Closing”) shall be consummated on the date hereof or on such later date as the Parties may agree in writing (such date, the “Initial Closing Date”), remotely via exchange of documents and signatures by means of electronic mail or other electronic transmission at 10:00 a.m. Eastern Time on such date. On or before the Initial Closing, Company shall have adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designation.

Section 2.3 Initial Closing Deliveries.

(a) At the Initial Closing, Company shall execute, issue and deliver (as applicable) to Buyer:

(i) evidence reasonably satisfactory to Buyer of the issuance to Buyer of the Initial Closing Purchased Securities and the Initial Purchased RSUs (which evidence shall, in the case of the Initial Closing Purchased Securities, confirm the issuance thereof in book entry form, and, in the case of the Initial Purchased RSUs, shall be the execution and delivery of the Series 1 Restricted Stock Unit Award Agreement and the Series 2 Restricted Stock Unit Award Agreement);

(ii) a certificate of an authorized officer of Company, given by such officer on behalf of Company, certifying as true and correct as of the Initial Closing Date, copies attached thereto of Company’s Charter Documents and resolutions of the Board approving the execution, delivery and performance of this Agreement and each Ancillary Agreement to which Company is or will be a party and the consummation of the transactions contemplated by this Agreement to take place at the Initial Closing;

(iii) a certificate dated as of a date not more than five (5) days prior to the Initial Closing Date as to the good standing and subsistence of Company, issued by the Secretary of State of Delaware;

(iv) a certificate of an authorized officer of Company certifying that Company’s representations and warranties set forth in Article 4 are true and correct as of the Initial Closing Date and that Company has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Company on or before the Initial Closing;

(v) an Indemnification Agreement between Company and each Tacora Director, duly executed by the Company;

(vi) evidence reasonably satisfactory to Buyer that Company has adopted the Equity Incentive Plan;

(vii) evidence reasonably satisfactory to Buyer that the Tacora Directors have been appointed to the Board and that two (2) other members of the Board have resigned;

(viii) the Payoff Letter, duly executed by Gazellek Holdings I, LLC;

(ix) a duly completed and executed IRS Form W-9 of the Company; and

(x) the Loan Documents, duly executed by Company.

(b) At the Initial Closing, Buyer shall deliver to Company:

(i) the Initial Closing Purchase Price in accordance with Section 2.1(b);

(ii) the Loan Documents, duly executed by Buyer, and the Loan Amount in accordance with Section 6.3;

(iii) an Indemnification Agreement between Company and each Tacora Director, duly executed by each Tacora Director;

(iv) a duly completed and executed IRS Form W-9 of Buyer;

(v) certified copies of Buyer’s (A) Charter Documents and (B) resolutions of the general partner of Buyer approving the execution, delivery and performance of this Agreement and each Ancillary Agreement to which Buyer is or will be a party and the consummation of the transactions contemplated by this Agreement to take place at the Initial Closing; and

(vi) a certificate of an authorized officer of Buyer certifying that Buyer’s representations and warranties set forth in Article 5 are true and correct as of the Initial Closing Date and that Buyer has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Buyer on or before the Initial Closing.

(c) As soon as practicable following the Initial Closing (and in any event within ten (10) Business Days thereafter), Company shall deliver to Buyer an opinion from Mayer Brown LLP, tax counsel for Company, in a form reasonably acceptable to Buyer.

ARTICLE 3
PURCHASE AND SALE; SUBSEQUENT CLOSINGS; ADDITIONAL PURCHASE RIGHT

Section 3.1 Purchase and Sale of Remaining Preferred Shares and RSUs; Approved Transactions. Subject to the terms and conditions in this Agreement and Section 14 of the Term Loan Agreement, from time to time after the Initial Closing, Buyer shall purchase from Company, and Company shall issue, sell and deliver to Buyer, the remaining 32,775 shares of Preferred Stock, 17,500 Series 1 RSUs and 35,000 Series 2 RSUs (collectively, the “Remaining Securities”), in each case free and clear of any Encumbrances (other than transfer restrictions under the Securities Act and applicable state securities Laws), for a price per share of Preferred Stock equal to One Thousand Dollars ($1,000) (the “Per Preferred Share Price”) and a price per one Series 1 RSU and one Series 2 RSU equal to approximately Three Dollars and Thirty-Three Cents ($3.33) (the “Per RSU Price”), or, assuming the purchase of all Remaining Securities, an aggregate of Thirty-Two Million Seven Hundred Seventy-Five Thousand Dollars ($32,775,000) for the remaining shares of Preferred Stock and One Hundred Seventy-Five Thousand Dollars ($175,000) in consideration for the remaining RSUs. Such securities shall be purchased in such amounts, on such dates and in accordance with the provisions set forth below in this Article 3.

Section 3.2 Closing of Approved Transactions; Subsequent Closings.

(a) The closings of the transactions contemplated by Section 3.1 (each, a “Subsequent Closing”, and the date thereof, a “Subsequent Closing Date”) shall be consummated simultaneously with the closing of each Approved Transaction, or at such other time and place as Company and Buyer may agree in writing, remotely via exchange of documents and signatures by means of electronic mail or other electronic transmission at 10:00 a.m. Eastern Time on such date.

(b) At least ten (10) Business Days prior to a Subsequent Closing Date, Company shall deliver to Buyer a written statement setting forth the aggregate amount of consideration to be paid by Company for the Approved Transaction, plus an amount equal to Company’s out-of-pocket costs and expenses (including reasonable legal and other professional fees and expenses incurred in connection therewith, which legal and other professional fees and expenses shall not exceed for any individual Approved Transaction One Hundred Thousand Dollars ($100,000)) (collectively, the “Subsequent Closing Consideration”). At each Subsequent Closing, Buyer shall deliver to Company an amount equal to the Subsequent Closing Consideration in consideration for, and Company shall issue and deliver to Buyer, a pro rata portion of the Remaining Securities (the “Subsequent Closing Purchased Securities”; and, together with the Initial Closing Purchased Securities, the “Purchased Securities”); provided that Buyer shall not be obligated to fund more than an aggregate of Thirty-Two Million Two Hundred Thousand Dollars ($32,200,000) for all Approved Transactions.

Section 3.3 Subsequent Closing Deliveries.

(a) At each Subsequent Closing, Company shall execute, issue and deliver (as applicable) to Buyer:

(i) evidence reasonably satisfactory to Buyer of the issuance to Buyer of the Subsequent Closing Purchased Securities and the applicable RSUs;

(ii) a certificate of an authorized officer, given by such officer on behalf of Company, certifying as true and correct as of the Subsequent Closing Date copies attached thereto of Company’s (A) Charter Documents and (B) resolutions of the Board approving (1) the Approved Transaction and the execution, delivery and performance of documents related thereto and (2) the consummation of the transactions contemplated by this Agreement to take place at such Subsequent Closing; and

(iii) a certificate of an authorized officer of Company certifying that Company’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.10 (other than 4.10(e)) and 4.11 (the “Bring-Down Representations”) are true and correct as of such Subsequent Closing Date and that Company has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Company on or before such Subsequent Closing.

(b) At each Subsequent Closing, Buyer shall execute, as applicable, and deliver, or cause to be delivered, to Company:

(i) the Subsequent Closing Consideration by wire transfer of immediately available funds to the account or accounts designated by Company at least two (2) Business Days prior to the applicable Subsequent Closing Date;

(ii) certified copies of Buyer’s (A) Charter Documents and (B) resolutions of the board of directors of Buyer approving the consummation of the transactions contemplated by this Agreement to take place at such Subsequent Closing; and

(iii) a certificate of an authorized officer of Buyer certifying that Buyer’s representations and warranties set forth in Sections 5.1, 5.2 and 5.3 are true and correct as of such Subsequent Closing Date and that Buyer has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Buyer on or before such Subsequent Closing.

Section 3.4 Additional Right to Purchase Remaining Securities.

(a) Notwithstanding anything to the contrary expressed or implied in this Agreement, at any time after the Initial Closing but prior to the delivery to Buyer of a Funding Termination Notice, Buyer may, by written notice to Company (a “Purchase Election Notice”), elect to purchase all, but not less than all, of the Remaining Securities for aggregate consideration (the “Purchase Election Consideration”) equal to the sum of (i) the product of (A) the Per Preferred Share Price multiplied by (B) the aggregate number of remaining shares of Preferred Stock plus (ii) the product of (A) the Per RSU Price multiplied by (B) the aggregate number of remaining Series 1 RSUs and Series 2 RSUs.

(b) The Subsequent Closing of the purchase and sale and issuance of the Remaining Securities pursuant to this Section 3.4 shall take place within five (5) Business Days after the delivery of the Purchase Election Notice to Company remotely via the exchange of documents and signature by means of electronic transmission. At the closing, Company shall issue and deliver to Buyer the Remaining Securities and Buyer shall pay to Company, by wire transfer of immediately available funds, an amount equal to the Purchase Election Consideration.

(c) Notwithstanding Section 6.4, the Company shall set aside and use the Purchase Election Consideration solely to consummate, from time to time, one or more Approved Transactions approved following the date of the Subsequent Closing pursuant to Section 3.4(b). In the event Buyer delivers a Purchase Election Notice and purchases the Remaining Securities pursuant to this Section 3.4, Buyer hereby waives all dividends that would otherwise accrue pursuant to Section 2(A) of the Certificate of Designation on the shares of Series B Preferred Stock (such shares, the “Called Shares”) included in such Remaining Securities for the period beginning on the date of such Subsequent Closing and ending on the date on which the applicable Approved Transaction funded by the Purchase Election Consideration is consummated; provided that, if less than all of the Purchase Election Consideration is utilized for an Approved Transaction, such waiver shall cease only with respect to the actual number of Called Shares attributable to the Purchase Election Consideration so utilized based on the Per Preferred Share Price and the waiver shall remain effective with respect to all other Called Shares until the closing of the next Approved Transaction. In addition, for purposes of Section 2(A) of the Certificate of Designation and the determination of the Dividend Increase Date (as defined therein) thereunder, Buyer and Company hereby agree that all shares of Series B Preferred Stock available for issuance to Buyer under this Agreement shall be deemed to have been issued only after the waiver of dividends accruing with respect to all of the Called Shares has lapsed pursuant to this Section 3.4(c).

ARTICLE 4
COMPANY REPRESENTATIONS AND WARRANTIES

Except as set forth in a corresponding schedule of the Disclosure Schedule (if applicable), Company hereby represents and warrants to Buyer that the statements set forth in this Article 4 are true and correct as of the date hereof. For purposes of the representations and warranties in this Article 4 (other than those in Sections 4.2, 4.5, 4.6, 4.7, and 4.3), the term the “Company” shall include Company’s Subsidiaries, unless otherwise noted herein.

Section 4.1 Organization. Company is duly formed, validly existing and in good standing under the laws of the State of Delaware (or with respect to any Subsidiary the laws of the jurisdiction in which it is organized of formed), with the right, power and authority to conduct its respective business as it is being conducted and to own, lease or use its assets and to carry on its businesses as now being conducted. Company is duly qualified to do business and in good standing under the laws of each jurisdiction that requires such qualification, except where the failure to be so qualified would not result in or reasonably be expected to result in a Company Material Adverse Effect.

Section 4.2 Authority. Company has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Company of this Agreement and the Ancillary Agreements to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Company, and, assuming the due authorization, execution and delivery hereof by Buyer, this Agreement constitutes a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exceptions”).

Section 4.3 No Conflict. None of the execution and delivery by Company of this Agreement or any of the Ancillary Agreements to which it is or will be a party, the consummation of any of the transactions contemplated hereby or thereby or compliance with the terms, conditions and provisions hereof or thereof will (a) result in the violation of any provision of any Charter Documents of Company; (b) result in a breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material Contract to which Company or any Subsidiary is a party; (iii) result in the violation of any Order or Law applicable to Company or any Subsidiary; or (d) result in the creation or imposition of any Encumbrance on any assets or properties of Company or any Subsidiary, except for Permitted Encumbrances and Encumbrances arising under the Loan Documents.

Section 4.4 Consents and Approvals. Except as set forth on Schedule 4.4, none of the execution, delivery or performance by Company of this Agreement or any Ancillary Agreement to which it is or will be a party, the consummation of any of the transactions contemplated hereby or thereby or compliance with the terms, conditions and provisions hereof or thereof require on the part of Company any filing or registration with, notification or application to, or receipt of any authorization, consent, wavier, approval, license, authorization, permit or approval of, any Governmental Authority (except for filings required under applicable federal or state securities Laws).

Section 4.5 Capital Structure.

(a) As of the date hereof and immediately prior to the Initial Closing (i) 50,000 shares of Common Stock are authorized, 25,170 of which have been validly issued and are outstanding; and (ii) 200,000 shares of preferred stock, par value $0.01, are authorized, of which 5,000 are designated as Series A Preferred Stock and, upon the filing of the Certificate of Designation, 100,000 will be designated as Series B Preferred Stock. As of the date hereof and immediately prior to the Initial Closing, no shares of Series A Preferred Stock or Series B Preferred Stock have been issued. Company’s Common Stock is registered under Section 12(g) of the Securities Act and, until May 21, 2021, was traded on the OTCQB under the symbol “GLAE”. On May 21, 2021, OTC Markets moved the Common Stock from the OTCQB market to Pink.

(b) All of the issued and outstanding shares of Common Stock have been duly authorized, were issued in compliance with applicable Law, and are validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive rights of any Person. All outstanding shares of Common Stock are held free and clear of any restrictions on transfer.

(c) The shares of Common Stock being issued and sold hereunder are being sold pursuant to Section 4(a)(2) and Rule 506 under the Securities Act. Assuming the accuracy of the representations of Buyer in Article 5, the Purchased Securities will be issued in compliance with all applicable federal and state securities laws. Upon the issuance of the Purchased Securities to Buyer pursuant to this Agreement, the Purchased Common Shares and Purchased Preferred Shares will be validly issued, fully paid and nonassessable, and Buyer will acquire the Purchased Securities free and clear of all Encumbrances (other than restrictions on transfer under the Securities Act and applicable state securities Laws).

Section 4.6 Subsidiaries. Each of Company’s Subsidiaries is identified, including the name, jurisdiction of organization and ownership percentage of Company therein, in Schedule 4.6. Other than the Subsidiaries, Company does not, directly or indirectly, own or hold (of record or beneficially) or have the right to acquire any Equity Interests in any corporation, limited liability company, partnership, joint venture or other Person. All of the Equity Interests of each of Company’s Controlled Subsidiaries and, to Company’s Knowledge, in each other Subsidiary have been validly issued, are fully paid and nonassessable and are owned by Company in the amounts specified in Schedule 4.6, free and clear of all Encumbrances (other than restrictions on transfer under the Securities Act and applicable state securities Laws). Except for the Subsidiaries identified in Schedule 4.6, neither Company nor any Subsidiary owns or has any Equity Interests in any other Person.

Section 4.7 SEC Reports; Financial Statements; Absence of Undisclosed Liabilities.

(a) Except as set forth on Schedule 4.7, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company under the Securities Act and the Exchange Act for the two (2) years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) The financial statements of Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(c) Since December 31, 2022, (i) there has been no event, occurrence or development that has had or would reasonably be expected to result in a Company Material Adverse Effect, (ii) Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the financial statements included in the SEC Reports pursuant to GAAP or disclosed in filings made with the Commission, (iii) Company has not altered its method of accounting, (iv) Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.

(d) Except for the issuance of the Common Stock, the Preferred Stock and the RSUs contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by Company under the Securities Act or the Exchange Act as of the date hereof that has not been publicly disclosed at least one (1) Trading Day prior to the date hereof.

Section 4.8 Compliance. Each of Company and each Subsidiary is conducting its Business in compliance in all material respects with all applicable Laws.

Section 4.9 Permits. Each of Company and each Subsidiary possesses all certificates, licenses, authorizations and permits issued by the appropriate Governmental Authorities necessary to conduct the Business, except where the failure to possess such permits would not reasonably be expected to result in a Company Material Adverse Effect, and neither Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such permit.

Section 4.10 Taxes.

(a) Each of Company and each Subsidiary has (i) timely filed all Tax Returns required to be filed in each jurisdiction to which it is subject, (ii) timely paid all Taxes and other governmental assessments and charges that are material in amount shown or determined to be due on such Tax Returns and (iii) set aside on its books provision reasonably adequate for the payment of all material Taxes for periods subsequent to the periods to which such Tax Returns apply. There are no liens for Taxes against any assets of Company or any Subsidiary.

(b) There is no examination, audit or administrative or judicial proceeding in progress, pending, proposed or, to Company’s Knowledge, threatened against or with respect to Company or any Subsidiary (or in respect of the income or assets of Company or any Subsidiary) in respect of any Taxes or Tax Returns. No issue has been raised in writing by any Tax Authority in any examination of Company or any Subsidiary that, if raised by such Tax Authority with respect to the same or substantially similar facts arising in any other Tax period not so examined, would reasonably be expected to result in a deficiency for such other period, if upheld. No claim has been made in writing to Company or any Subsidiary by any Tax Authority in a jurisdiction where Company or any Subsidiary does not pay Tax or file Tax Returns that Company or a Subsidiary is or may be subject to Tax in such jurisdiction or that a Tax Return must be filed by or on behalf of Company or a Subsidiary in such jurisdiction.

(c) No waiver or extension of the statute of limitations or any extension of time with respect to a Tax assessment, reassessment or deficiency has been given with respect to any amount of Taxes of Company or any Subsidiary or any Tax Return of Company or any Subsidiary, which period (after giving effect to such extension or waiver) has not yet expired.

(d) Neither Company nor any Subsidiary owns any assets that constitute “United States real property interests” within the meaning of Section 897(c) of the Code and the regulations promulgated thereunder.

(e) (i) The federal income tax attributes of Company include net operating loss carryovers and capital loss carryovers, within the meaning of Sections 172 and 1212 of the Code, respectively (collectively, the “Loss Carryovers”), in the aggregate amount of at least Three Hundred Seventy-Five Million Dollars ($375,000,000): (ii) no portion of any net operating loss carryovers will expire within the next five (5) years, and no election has been made to waive Loss Carryovers to avoid a reduction of Tax basis in stock of Subsidiaries; (iii) Company possesses a Tax basis for U.S. federal (and the applicable state, local or foreign) income Tax purposes in the stock of its Subsidiaries that in the aggregate is in excess of the fair market value of such stock by at least Two Hundred Million Dollars ($200,000,000); (iv) there is no limitation on the utilization of the tax attributes of Company or its Subsidiaries, including its Loss Carryovers, under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable provisions of state, local or foreign Law); and (v) Schedule 4.10(e) sets forth the amount of the tax attributes of Company and its Subsidiaries other than Loss Carryovers, including any unused investment or other credit or unused foreign tax credit, as of the most recent practicable date (as well as on an estimated pro forma basis as of the Closing giving effect to the consummation of the transactions contemplated hereby). Neither the Company nor its Subsidiaries will be limited in its use of its Loss Carryovers and other Tax attributes under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable provisions of state, local or foreign Law) as a result of any of the transactions contemplated by this Agreement or any Ancillary Agreement.

(f) The Board has not granted any waivers to any shareholders of Company under, or determined that any shareholders of Company are exempt from, the 382 Rights Agreement dated as of December 1, 2021.

Section 4.11 No Litigation. Except as set forth on Schedule 4.11, there is no material Action pending or, to Company’s Knowledge, threatened by or against Company or any Subsidiary. None of the Actions set forth on Schedule 4.11 adversely affects or challenges the legality, validity or enforceability of this Agreement or any Ancillary Agreement. Neither Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and, to Company’s Knowledge, there is not pending or contemplated, any investigation by the Commission involving Company or any current or former director or officer of Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Company or any Subsidiary under the Exchange Act or the Securities Act. There are no outstanding Orders and no unsatisfied judgments, penalties or awards against or affecting Company or any Subsidiary or any of their respective properties or assets.

Section 4.12 Title to and Sufficiency of Assets. Each of Company and each Subsidiary has good and marketable title to, or a valid leasehold interest in, all real property and personal property and other assets reflected in the most recent financial statements included in the SEC Reports or acquired after March 31, 2023, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since such date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances, other than Permitted Encumbrances. Neither Company nor any Subsidiary owns any real property. Any real property and facilities held under lease by Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases, and Company and the Subsidiaries are in compliance with the terms of all such leases.

Section 4.13 Contracts.

(a) Each Contract to which Company or any Subsidiary is a party or by which Company or any Subsidiary is bound or to which any of their respective properties and assets are subject (i) having a dollar value or commitment of Five Hundred Thousand Dollars ($500,000) or more annually or (ii) that contains any covenant limiting the right of Company to engage in any line of business or to compete (geographically or otherwise) with any Person, granting any exclusive rights to make, sell or distribute Company’s products, granting any “most favored nations” or similar rights or otherwise prohibiting or limiting the right of Company to make, sell or distribute any products or services (each, a “Material Contract”) is identified on Schedule 4.13.

(b) Each Material Contract is valid and binding on Company or the applicable Subsidiary in accordance with its terms and is in full force and effect. Neither Company or the applicable Subsidiary nor, to Company’s Knowledge, any other party to a Material Contract is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred with respect to Company or the applicable Subsidiary that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer.

Section 4.14 Labor Matters.

(a) Each of Company and each Subsidiary is in compliance with all applicable Laws pertaining to the current and former employees, independent contractors and other service providers of Company or such Subsidiary with respect to labor, employment, terms and conditions of employment, wages, hours, collective bargaining, discrimination, harassment, retaliation, classification of employees and independent contractors, classification as “exempt” and “non-exempt”, civil rights, pay equity, safety and health, immigration, workers’ compensation, and the collection and payment of withholding or social security taxes and any similar tax, including the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act (and any local, state or foreign Laws that would require advance notice of any such actions to employees, labor unions, works councils or Governmental Authorities), and each other applicable federal, state or local Law relating to labor or employment except in any instance when non-compliance would not have or be reasonably likely to have a Company Material Adverse Effect.

(b) No labor dispute exists or, to the Knowledge of Company, is imminent with respect to any of the employees of Company. None of Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with Company or such Subsidiary, and neither Company nor any of its Subsidiaries is a party to a collective bargaining agreement. To Company’s Knowledge, no executive officer of Company or any Subsidiary is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement with Company or a Subsidiary, or any Contract in favor of any third party, and the continued employment of each such executive officer does not subject Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.

(c) To Company’s Knowledge, no executive-level employee (including division director and vice president-level positions) has present plans to terminate his employment with Company. Company does not have a present intention to terminate the employment of any of the foregoing. The employment of each employee of Company is terminable at the will of the Company. Except as set forth in Schedule 4.14 or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth in Schedule 4.14, Company has no policy, practice, plan or program of paying severance pay in connection with the termination of employment services.

(d) There has not been, and there is not pending or, to the Knowledge of Company, threatened any Action concerning any current or former employee of Company alleging any unlawful, illegal, fraudulent or deceptive conduct, harassment, discrimination, or other acts of a similar nature that would reasonably be expected to bring Company into public contempt, ridicule or disrepute or be materially injurious to the business, reputation or finances of Company, or otherwise have or be reasonably likely to have a Company Material Adverse Effect.

(e) Neither Company nor any ERISA Affiliate is, or has been, a party to or bound by any collective bargaining, works council, employee representative or other similar Contract with any labor union, works council or representative of any employee group, nor is any such similar Contract being negotiated by Company or ERISA Affiliate. Company has no Knowledge of any union organizing, election or other activities made or threatened at any time within the past three (3) years by or on behalf of any union, works council, employee representative or other labor organization or group of employees with respect to any employees of Company. There is no union, works council, employee representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement.

Section 4.15 Benefit Plans.

(a) Schedule 4.15(a) sets forth a true and complete list of each plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, change in control, deferred compensation, performance awards, stock or stock-related options or awards, pension, retirement benefits, profit-sharing, savings, disability benefits, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, welfare benefits, cafeteria or flexible spending benefits, vacation, unemployment compensation, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including, but not limited to, any “employee benefit plan” as defined in Section 3(3) of ERISA, which is or has been maintained, contributed to, or required to be contributed to, by Company or a Subsidiary for the benefit of any current or former employee, director, advisor, contractor or consultant (or their respective beneficiaries), or for which either Company or a Subsidiary has any liability (the “Company Benefit Plans”).

(b) Each Company Benefit Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. Each Company Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code has been determined by the IRS to be so qualified, and, to the Knowledge of Company, no facts or circumstances exist that could adversely affect such qualification. Other than routine claims for benefits payable in the ordinary course, no liens, lawsuits or complaints to or by any Person or Governmental Authority have been filed against any Company Benefit Plan or either Company or, to the Knowledge of Company, against any other Person and, to the Knowledge of Company, no such lien, lawsuit or complaint is contemplated or threatened with respect to any Company Benefit Plan. No Company Benefit Plan is under, and Company has not received any notice of, an audit or investigation by any Governmental Authority, and no such completed audit or investigation, if any, has resulted in the imposition of any Tax or penalty on either Company. No Company Benefit Plan is subject to the Law of any jurisdiction outside of the United States.

(c) Neither of Company nor any ERISA Affiliate of Company maintains, contributes or has any liability, whether absolute or contingent, with respect to, or has ever maintained, contributed or had any liability, whether absolute or contingent, with respect to, any “employee benefit plan,” as defined in Section 3(3) of ERISA, that is or has been (i) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code; (ii) maintained by more than one employer within the meaning of Section 413(c) of the Code; (iii) subject to Section 4063 or 4064 of ERISA; (iv) a “multiemployer plan,” as defined in Section 3(37) of ERISA; (v) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or (vi) a “pension plan,” as defined in Section 3(2) of ERISA, that is not intended to be qualified under Section 401(a) of the Code.

(d) No non-exempt “prohibited transaction” (within the meaning of Section 4975 of the Code and Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Company Benefit Plan.

Section 4.16 No Brokers. Neither Company nor any Person acting on its behalf has engaged any broker, finder or other intermediary or Person in connection with the transactions contemplated by this Agreement.

Section 4.17 Transactions with Related Parties. No Affiliate of Company or any Subsidiary nor any present and former director, trustee, manager, officer, member, shareholder or partner thereof, (a) has any interest in any of Company’s or its Subsidiaries’ assets or (b) is a party to any Contract, transaction or other business relationship with Company or any such Subsidiary (other than ordinary course employment arrangements and Company Benefit Plans in connection with such ordinary course employment arrangements).

Section 4.18 Books and Records; Controls and Procedures. The minute books and stock record books of Company, all of which have been made available to Buyer, are complete and correct in all material respects and have been maintained in accordance with sound business practices.

Section 4.19 Insurance. Company has valid and effective insurance policies with the carriers named and providing the insurance coverage to Company and its Subsidiaries set forth on Schedule 4.20, which insurance coverage is reasonable and customary for the operation of the Business. All such insurance policies are in full force and effect, and Company has not received a notice of default, termination or intention not to renew or terminate with respect to any such insurance policies.

Section 4.20 Disclaimer of Other Representations.

(a) Except for the representations and warranties set forth in this Article 4, in any Ancillary Agreement to which Company is or will be a party or in any certificate to be delivered by or on behalf of Company under this Agreement (collectively, the “Company Representations”), Company expressly disclaims any representations or warranties of any kind or nature, express or implied, including any representations or warranties as to the accuracy and completeness of any information regarding Company, the Business or the transactions contemplated by this Agreement.

(b) Without limiting the generality of the foregoing, except for the Company Representations, none of Company, or any representative of Company or any of their respective employees, officers, directors, agents or securityholders has made or will be deemed to have made any representation or warranty in the materials relating to the Business that have been made available to Buyer, including due diligence materials, or in any presentation of the Business by the management of Company, Company or others in connection with the transactions contemplated by this Agreement. Any cost estimates, projections or other predictions, any data or any financial information included in any memoranda or offering materials or presentations made available by Company or its representatives are not and will not be deemed to be representations or warranties of Company.

ARTICLE 5
BUYER REPRESENTATIONS AND WARRANTIES

Buyer hereby represents and warrants to Company that the statements set forth in this Article 5 are true and correct as of the date hereof:

Section 5.1 Organization of Buyer. Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite limited partnership power and authority to own or use its assets, to conduct its business and to perform all of its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party. Buyer is duly qualified to do business and is in good standing under the laws of each jurisdiction where the activities of Buyer in such jurisdiction require such qualification, except where the failure to be so qualified and in good standing would not have a Buyer Material Adverse Effect.

Section 5.2 Authority of Buyer. Buyer has limited partnership power and authority to execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is or will be a party. Buyer’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is or will be a party have been duly authorized and approved by Buyer’s general partner as required pursuant to its Charter Documents and do not require any further authorization or consent of its limited partners. This Agreement has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Company) is the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, and each of the Ancillary Agreements to which Buyer is or will be a party has been duly authorized by Buyer, and, upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) a legal, valid and binding obligation of such Buyer, enforceable against Buyer in accordance with its terms, in each case, subject to the Bankruptcy and Equity Exceptions.

Section 5.3 No Conflict. None of the execution and delivery by Buyer of this Agreement or of any of the Ancillary Agreements to which Buyer is or will be a party, the consummation by Buyer of any of the transactions contemplated hereby or thereby or compliance by Buyer with the terms, conditions and provisions hereof or thereof will result in the violation of (a) any provision of any Charter Documents of Buyer; or (b) any Order or Law applicable to Buyer (or any of its assets or properties).

Section 5.4 Consents and Approvals. None of the execution, delivery or performance by Buyer of this Agreement or of any of the Ancillary Agreements to which it is or will be a party, the consummation by Buyer of any of the transactions contemplated hereby or thereby or compliance by Buyer with the terms, conditions and provisions hereof or thereof will require on the part of Buyer any filing or registration with, notification or application to, or receipt of any authorization, consent, wavier, approval, license, authorization, permit or approval of, any Governmental Authority (except for filings required under applicable federal and state securities Laws).

Section 5.5 Litigation. There is no pending or, to the knowledge of Buyer, threatened Action against Buyer or any of its Affiliates, directors, officers or employees that would reasonably expected, individually or in the aggregate, to result in a Buyer Material Adverse Effect or that involves any challenge to, or seeks damages or other relief in connection with this Agreement or the transactions contemplated hereby.

Section 5.6 No Brokers. Neither Buyer nor any Person acting on its behalf has engaged any broker, finder or other intermediary or Person in connection with the transactions contemplated by this Agreement.

Section 5.7 Financial Ability. Buyer has sufficient available funds to satisfy, among other things, the obligation to pay (a) the Initial Closing Purchase Price and the Subsequent Closing Consideration, each when due, and (b) all expenses payable by Buyer in connection with the transactions contemplated hereby.

Section 5.8 Solvency. Buyer is able to pay its debts as they become due and owns property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities).

Section 5.9 Sophisticated Purchaser; Investment Intent.

(a) Buyer is a sophisticated Person and its decision to purchase the Purchased Securities is based upon Buyer’s own independent experience, knowledge, due diligence and evaluation of the transactions contemplated by this Agreement and consultations with such investment, legal, tax, accounting and other advisers as Buyer deemed necessary.

(b) Buyer is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and is able to financially bear the risks of loss of its entire investment in the Purchased Securities issuable to it hereunder.

(c) Buyer is acquiring the Purchased Securities solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Purchased Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 5.10 No Other Company Representations or Warranties; Disclaimer of Other Representations.

(a) Buyer acknowledges that (i) it has been permitted access to the books and records, documents, facilities, equipment, Contract obligations, insurance policies (or summaries thereof) and other properties and assets of Company that it has desired or requested to see or review and (ii) it has had the opportunity to meet with officers and employees of Company to discuss the business of Company. Buyer acknowledges that, except for the Company Representations, (A) none of Company or its representatives or any other Person has made any representation or warranty, express or implied, as to Company or the accuracy or completeness of any information regarding Company furnished or made available to Buyer and (B) Buyer has not relied on any representation or warranty from, or omission or failure to make any statement by, Company or any other Person in determining to enter into this Agreement.

(b) Except for the representations and warranties set forth in this Article 5, in any Ancillary Agreement to which Buyer is or will be a party or in any certificate to be delivered by or on behalf of Buyer under this Agreement, Buyer expressly disclaims any representations or warranties of any kind or nature, express or implied.

ARTICLE 6
ADDITIONAL AGREEMENTS

Section 6.1 Preferred Stock Funding Termination; Issuance of RSUs. At any time after the Initial Closing, Company may, by written notice to Buyer (the “Funding Termination Notice”), determine that it will not require the funding of any additional Approved Transactions and, accordingly, will not issue any additional shares of Preferred Stock to Buyer; provided that, (a) promptly upon the issuance of a Funding Termination Notice, Company shall issue to Buyer (i) a number of Series 1 RSUs equal to Twenty-Five Thousand (25,000) minus the number of Series 1 RSUs previously issued to Buyer and (ii) a number of Series 2 RSUs equal to Fifty Thousand (50,000) minus the number of Series 2 RSUs previously issued to Buyer, for which Buyer shall pay Company an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) minus the aggregate amount previously paid by Buyer for Series 1 RSUs and Series 2 RSUs previously issued to Buyer; and (b) within thirty (30) days following the issuance of a Funding Termination Notice, any Called Shares the Purchase Election Consideration of which has not then been allocated to an Approved Transaction shall be redeemed by Company in accordance with Section 5 of the Certificate of Designation.

Section 6.2 Company Board of Directors.

(a) Immediately prior to, but effective as of, the Initial Closing, Company shall, and shall cause the Board to, take all actions necessary to: (i) increase the number of directors serving on the Board to five (5) individuals; (ii) cause two (2) members of the Board to resign their positions on the Board; (iii) appoint Daniel Strauss to serve on the Board; and (iv) appoint Keri Findley and Claire Councill (each such individual or any individual later designated by Buyer to replace any such individual, a “Tacora Director”) to serve on the Board.

(b) As soon as reasonably practicable after the Initial Closing, but in no event more than thirty (30) days thereafter, Company shall take all action necessary to amend and restate its Certificate of Incorporation, in a form reasonably acceptable to Buyer, to provide, in addition to increasing the number of authorized shares of Common Stock as necessary to implement the Equity Incentive Plan, that (i) at all times that Buyer owns or controls at least fifty percent (50%) of the Purchased Common Stock, Buyer shall have the right to designate (including removing and replacing from time to time any Tacora Director then serving) two (2) individuals to serve on the Board, with the remaining three (3) individuals to be elected by a majority-in-interest of the holders of the Common Stock (other than Buyer), and (ii) the holders of Common Stock must vote their shares of Common Stock for the election of the individuals so designated by Buyer.

Section 6.3 Execution of Loan Documents; Funding of Loan. Simultaneously with the execution and delivery of this Agreement at the Initial Closing, Company and Buyer shall execute and deliver the Loan Documents and Buyer shall fund the Loan Amount in full by wire transfer of immediately available funds to the account or accounts identified in writing by Company at least two (2) Business Days prior to the Initial Closing Date.

Section 6.4 Use of Proceeds. Company shall use the Initial Closing Purchase Price and the Loan Amount to (a) on the Initial Closing Date, pay in full all amounts due and payable under the Term Loan and Security Agreement dated as of August 2, 2021 by and among Company, as borrower, the guarantors party thereto and Gazellek Holdings I, LLC, as Lender (which amount is Four Million Nine Thousand Eight Hundred Seventy-Six Dollars ($4,009,876) as of September 21, 2023); (b) redeem certain shares of outstanding Common Stock of Company; (c) extinguish existing liabilities, fund operations (including unpaid deferred compensation and consulting fees) and for working capital; and (d) as and when due and payable, pay the expenses incurred by Company in connection with the preparation, negotiation and consummation of the transactions contemplated by this Agreement.

Section 6.5 Loss Carryovers. Except in connection with the consummation of an Approved Transaction, Company shall not take any action that would reasonably be expected to reduce or restrict the availability of the Loss Carryovers or other Tax attributes under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable provisions of state, local or foreign Law). Without the prior written consent of Buyer, the Board shall not terminate the 382 Rights Agreement dated as of December 1, 2021.

ARTICLE 7

INDEMNIFICATION

Section 7.1 Survival. The representations and warranties contained herein (other than the Fundamental Representations), along with all rights and remedies with respect to breaches thereof or inaccuracies therein, shall survive until the date that is eighteen (18) months after the Initial Closing Date; provided, however, that (i) the Fundamental Representations shall survive until the date that is sixty (60) days after the end of the applicable statute of limitations; and (ii) the covenants in this Agreement shall survive indefinitely or through the period of performance set forth therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Section 7.2 Indemnification by Company. From and after the Initial Closing, subject to the limitations set forth in this Article 7, Company agrees to indemnify and hold Buyer and its Affiliates, and their respective directors, managers, officers, employees, agents and representatives (collectively, the “Buyer Indemnified Parties”), harmless from and against any and all Losses paid, suffered or incurred by any Buyer Indemnified Party in connection with or arising from:

(a) any inaccuracy in or breach of any representation and warranty of Company contained in this Agreement or any Ancillary Agreement to which Company is a party; and

(b) any breach by Company of, or failure by Company to perform, any of its covenants or obligations contained in this Agreement or any Ancillary Agreement to which Company is a party.

Section 7.3 Indemnification by Buyer. From and after the Initial Closing, Buyer agrees to indemnify and hold Company and its Affiliates and their respective directors, managers, officers, employees, agents and representatives (the “Company Indemnified Parties”) harmless from and against any and all Losses incurred by any Company Indemnified Party in connection with or arising from:

(a) any breach of any warranty or the inaccuracy of any representation of Buyer contained in this Agreement or any Ancillary Agreement to which Buyer is a party; and

(b) any breach by Buyer of, or failure by Buyer to perform, any of its covenants and obligations contained in this Agreement or any Ancillary Agreement to which Buyer is a party.

Section 7.4 Indemnification Procedures.

(a) Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall provide prompt written notice of such claim to the other party (the “Indemnifying Party”). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that (i) the Indemnifying Party forfeits rights or defenses by reason of such failure or (ii) such failure or delay shall have adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Third Party Claim for which the Indemnified Party is entitled to indemnification hereunder.

(b) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement (a “Third Party Claim”), the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, which shall include Loeb & Loeb LLP on behalf of Company and Norton Rose Fulbright US LLP on behalf of Buyer. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its sole cost and expense. The Indemnifying Party shall not settle any Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third Person, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations in Article 8, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Third Party Claim actually incurred through the date of its rejection of the settlement offer or (ii) the aggregate Losses of the Indemnified Party with respect to such Third Party Claim. If the Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may, but shall not be obligated to, defend against such Third Party Claim in such manner as it may deem appropriate; provided that the Indemnified Party may not settle any such Third Party Claim without the prior written consent of the Indemnifying Party.

(c) In the case of any assumption of a defense, negotiation or settlement of any Third Party Claim, each of the Parties agrees to reasonably cooperate and to cause its employees to cooperate with and assist the other Party in connection with such defense, negotiation or settlement and to make available to the other Party all witnesses, pertinent records, materials and information in such Party’s possession or under such Party’s control relating thereto as is reasonably required by the other Party; provided, however, that, prior to providing such records, materials and information, such other Party shall enter into a customary confidentiality agreement with respect thereto and use its best efforts, in respect of any Third Party Claim of which it has assumed the defense, to preserve the attorney-client and work-product privileges.

Section 7.5 Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article 7, the Indemnifying Party shall satisfy its obligations within five (5) Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds to an account identified by the Indemnified Party. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Initial Closing Purchase Price allocable to the Purchased Common Shares.

Section 7.6 Limitations and other Matters Related to Indemnification.

(a) Any right of Buyer or any Buyer Indemnified Party to indemnification pursuant to Section 7.2(a) shall not apply to any Losses in respect of claims made pursuant to Section 7.2(a) until the aggregate amount of all such Losses in connection therewith exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket”), after which such indemnification obligations shall apply to all the aggregate Losses and not just amounts in excess of the Basket.

(b) Any right of Company or any Company Indemnified Party to indemnification pursuant to Section 7.3(a) shall not apply to any Losses in respect of claims made pursuant to Section 7.3(a) until the aggregate amount of all such Losses exceeds the Basket, after which such indemnification obligations shall apply to all the aggregate Losses and not just amounts in excess of the Basket.

(c) The maximum aggregate amount of Losses payable in respect of indemnification by Company pursuant to Section 7.2(a) shall equal the product of (i) fifteen percent (15%) multiplied by (ii) the sum of the Initial Closing Purchase Price plus 100% of the amount of any Subsequent Closing Consideration actually paid to Company (the “Company Cap”). The maximum aggregate amount of Losses payable in respect of indemnification by Buyer pursuant to Section 7.3(a) shall be Three Million Dollars ($3,000,000) (the “Buyer Cap”, and collectively with Company Cap, the “Caps”).

(d) Notwithstanding anything to the contrary expressed or implied in this Section 7.6, neither the Basket nor the Caps shall apply in the case of (i) a breach by a Party of any of its covenants set forth in this Agreement, (ii) a breach by a Party of its Fundamental Representations or (iii) a Party’s fraud or willful misconduct; provided that the aggregate liability for Losses payable to the Buyer Indemnified Parties by Company or to Company Indemnified Parties by Buyer, as applicable, shall in no event exceed the sum of (A) the Initial Closing Purchase Price plus (B) all Subsequent Closing Consideration actually paid by Buyer to Company.

(e) The amount of any Losses payable in accordance with this Article 8 shall be calculated net of any third party insurance, indemnification or other proceeds that are actually recovered by the Indemnified Party under any insurance policy or other Contract or undertaking in connection with the facts giving rise to the right of indemnification (it being understood that an Indemnified Party shall not be obligated to obtain or maintain any type of insurance coverage or seek recovery under insurance policies with respect to any particular indemnifiable matter). The Indemnified Party shall promptly notify Indemnifying Party of its receipt of any such third party insurance, indemnification or other proceeds related to the facts and circumstances giving rise to the applicable claim for indemnification, and, if the Indemnified Party actually receives any such proceed after such indemnified Losses have been paid hereunder, then such Indemnified Party shall promptly reimburse the Indemnifying Party for the amount of such proceeds.

(f) Subject to Section 8.12, the indemnification pursuant to this Article 7 shall be the sole and exclusive remedy of Company Indemnified Parties and the Buyer Indemnified Parties for any breach of any representation, warranty, agreement or covenant of Buyer or Company contained herein, or otherwise in respect of the transactions contemplated by this Agreement or any of the Ancillary Agreements, except in the case of fraud on the part of Company or Buyer in connection with this Agreement or any of the Ancillary Agreements.

(g) Any inaccuracy in or breach of any representation or warranty, as well as the amount of Losses arising from a breach of any representation and warranty, shall be determined without regard to any materiality, Company Material Adverse Effect, Buyer Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

(a) Buyer shall cause each Buyer Indemnified Party and Company shall cause each Company Indemnified Party to comply with the applicable provisions of and to abide by the applicable limitations set forth in, this Article 7.

ARTICLE 8

GENERAL PROVISIONS

Section 8.1 No Public Announcement. Neither of Company nor Buyer shall, without the advance written approval of the other Party, make any press release or other public announcement concerning the transactions contemplated by this Agreement; provided, however, that the foregoing shall not preclude communications or disclosures (a) then necessary to implement the provisions of this Agreement, including by Buyer to its Limited Partners to the extent necessary to obtain their consent, if necessary, of funding for the transactions contemplated hereby, or (b) required by applicable Law, including under the Securities Act or the Exchange Act. Any press release or public announcement with respect to the Initial Closing or the consummation of the transactions contemplated herby shall be subject to the review and approval of both Buyer and Company, not to be unreasonably withheld or delayed.

Section 8.2 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered when delivered personally, sent by e-mail (and promptly after transmission, receipt of which has been confirmed by telephone by contacting the recipient at the applicable telephone number below or by reply e-mail from the recipient) or when delivered by registered or certified mail (postage prepaid, return receipt requested) or by an internationally recognized overnight courier service addressed as follows:

If to Company, to:

GlassBridge Enterprises, Inc.
18 East 50th Street, Floor 7
New York, New York 10022
Attention: Daniel Strauss
Telephone: (212) 220-3300
E-mail: dstrauss@glassbridge.com

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attention: Lloyd Rothenberg
Telephone: (212) 407-4937
E-mail: lrothenberg@loeb.com

If to Buyer, to:

Tacora Capital, LP
2505 Pecos Street
Austin, Texas 78703
Attention: Keri Findley
Telephone: 310-741-1070
E-mail: keri@tacoracap.com

with a copy (which shall not constitute notice) to:

Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Sheldon G. Nussbaum
Telephone: (212) 318-3254
E-mail: Sheldon.nussbaum@nortonrosefulbright.com

or to such other address as such Party may indicate by a notice delivered to each of the other Parties (in case of such a notice by Buyer) or to Buyer (in case of a notice by Company) in accordance herewith.

Section 8.3 Successors and Assigns; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. It is expressly agreed that nothing in this Agreement nor any Ancillary Agreement, expressed or implied, shall be construed at any time to confer upon any Person other than the Parties and their respective heirs, successors and assigns permitted hereby, any legal or equitable right, remedy or claim under or by reason of this Agreement or any such Ancillary Agreement.

Section 8.4 Entire Agreement; Amendments. This Agreement and the documents delivered pursuant hereto (including the Ancillary Agreements) contain the entire understanding of the Parties with regard to the subject matter contained herein or therein, and supersede all other prior representations, warranties, Contracts, understandings or letters of intent between or among any of the Parties with respect thereto. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the Parties.

Section 8.5 Waivers; Remedies Cumulative. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any Party, it is authorized in writing by an authorized representative of such Party. The failure of any Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. All rights and remedies of a Party, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

Section 8.6 Schedule Supplements. Notwithstanding anything to the contrary in this Agreement, from time to time prior to and in connection with a Subsequent Closing, Company shall have the right (but not the obligation) to update the Disclosure Schedules with respect to the Bring-Down Representations for any matter arising or of which Company becomes aware after the Initial Closing (each a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty made in this Agreement as of the Initial Closing, including for purposes of the indemnification obligations contained in this Agreement; nor shall any such disclosure indicate or be deemed to indicate that any such representation or warranty was inaccurate as of the Initial Closing. If a Schedule Supplement discloses a matter that is materially adverse to Company and its Subsidiaries, taken as a whole, then Buyer shall have the right (but not the obligation), for a period of five (5) days after its receipt of such Schedule Supplement, to revoke its approval of the Approved Transaction that relates to the applicable Subsequent Closing and shall not be obligated to purchase any Remaining Securities with respect thereto.

Section 8.7 Expenses. Except as otherwise expressly set forth herein, each Party will pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel, independent public accountants and other advisors. Notwithstanding the forgoing, at the Initial Closing, Company shall pay (a) the fees and expenses of Norton Rose Fulbright US LLP, as counsel for Buyer, in an amount not to exceed, in the aggregate, Two Hundred and Fifty Thousand Dollars ($250,000); and (b) Fifty Thousand ($50,000) to Buyer for reimbursement of legal fees previously paid to Norton Rose Fulbright US LLP, which amounts the Parties acknowledge and agree may be offset against the Initial Closing Purchase Price

Section 8.8 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable Law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable or the economic or legal substance of the transactions contemplated hereby is affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to give effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 8.9 Execution in Counterparts. This Agreement may be executed and delivered (including by electronic signature or sent by email in portable document format (PDF)) in counterparts, each of which shall be considered an original instrument, but all of which shall be deemed to constitute one and the same agreement, which agreement shall become effective when one or more counterparts have been signed by each of the Parties and delivered to all of the other Parties, it being understood that all Parties need not sign the same counterpart.

Section 8.10 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws (without regard to any conflicts of law provisions that would apply the laws of any other jurisdiction) of the State of New York. By the execution and delivery of this Agreement, each of Company and Buyer submit to the exclusive personal jurisdiction of any state or federal court in the county of New York in the State of New York in any Action arising out of or relating to this Agreement and the Ancillary Agreements. In any such Action, each Party hereby irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of venue of any such Action brought in such court and any claim that any such Action brought in such court has been brought in an inconvenient forum. Each Party also agrees that any final, non-appealable judgment against a Party in connection with any Action may be enforced in any court of competent jurisdiction, either within or outside the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Each Party agrees that any process or other paper to be served in connection with any Action under this Agreement shall, if delivered, sent or mailed in accordance with Section 8.2, constitute good, proper and sufficient service thereof.

Section 8.11 Waiver of Jury Trial. Buyer and Company hereby expressly waive any right to trial by jury in any dispute, whether sounding in Contract, tort or otherwise, between Buyer and Company arising out of or related to the transactions contemplated by this Agreement or any of the Ancillary Agreements, or any other instrument or document executed or delivered in connection herewith or therewith. Either Buyer or Company may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.

Section 8.12 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the terms or provisions of this Agreement related to the transactions contemplated hereby were not performed in accordance with their specific wording or were otherwise breached. It is accordingly agreed that, notwithstanding anything to the contrary contained in this Agreement, each of the Parties shall be entitled to an injunction or injunctions and other equitable relief to prevent such breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States of America or any state having jurisdiction, such remedy being in addition to any other remedy to which any Party may be entitled at law or in equity. Each of the Parties hereto hereby waives (a) the defense that a remedy at law would be adequate and (b) any requirement under any law to post a bond or other security as a prerequisite to obtaining equitable relief.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Purchase Agreement to be executed as of the day and year first above written.

	Company:

	GLASSBRIDGE ENTERPRISES, INC.

	By:	/s/ Daniel Strauss
	Name:	Daniel Strauss
	Title:	Chief Executive Officer

	Buyer:

	TACORA CAPITAL, LP

	By:	Tacora Capital GP, LLC, its general partner

	By:	/s/ Keri Findley
	Name:	Keri Findley
	Title:	Authorized Signatory

[Signature page to Stock Purchase Agreement]

EXHIBIT A

DISCLOSURE SCHEDULES

EXHIBIT B

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE PREFERRED STOCK

EXHIBIT C

SERIES 1 RESTRICTED STOCK UNIT AWARD AGREEMENT

EXHIBIT D

SERIES 2 RESTRICTED STOCK UNIT AWARD AGREEMENT

EXHIBIT E

FORM OF EQUITY INCENTIVE PLAN

EXHIBIT F

FORM OF INDEMNIFICATION AGREEMENT

EXHIBIT 10. 2

Execution Version

TERM LOAN AND SECURITY AGREEMENT

THIS TERM LOAN AND SECURITY AGREEMENT, dated as of September 25, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among GlassBridge Enterprises, Inc., a Delaware corporation (the “Borrower”), the guarantors from time to time party hereto (collectively, the “Guarantors”) and Tacora Capital, LP (together with its Affiliates, assignees and successors, the “Lender”).

The parties hereto agree as follows:

1. Definitions. Capitalized terms used but not otherwise terms defined in this Agreement shall have the meanings set forth or referenced in Section 26.

2. The Loan.

(a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Lender shall make a term loan to the Borrower in an aggregate principal amount of Two Million Dollars ($2,000,000), as such amount may be reduced from time to time pursuant to the terms of this Agreement (the “Term Loan”). Amounts borrowed under this Section 2 and repaid or prepaid may not be re-borrowed.

(b) The Lender shall make the Term Loan on the date hereof by wire transfer of an amount equal to the Term Loan in immediately available funds to the account of the Borrower designated by the Borrower to the Lender.

3. Conditions to Term Loan. The obligation of the Lender to make the Term Loan is subject to the satisfaction (or waiver by the Lender) of the following conditions precedent; provided that documents received and deemed satisfactory by to the Buyer on or prior to the Closing Date pursuant to Section 2.3 of the Stock Purchase Agreement shall satisfy any corresponding requirement with respect to such documents hereunder:

(a) Loan Documents. The Lender shall have received the following, each of which shall be .pdf or telecopies unless otherwise specified, each properly executed (as applicable) by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, no earlier than 5 days before the Closing Date) and each in form and substance satisfactory to the Lender:

(i) counterparts of this Agreement, duly executed by the Borrower and each Guarantor; and

(ii) a certificate of a Responsible Officer of each Loan Party, duly executed and, with respect to such Loan Party, attaching (a) the charter (or similar formation document), certified by the appropriate governmental authority, (b) good standing (or similar) certificates in its jurisdiction of organization (or formation) and such other jurisdictions in which such Loan Party is qualified to do business as requested by the Lender, (c) bylaws (or similar governing document), (d) resolutions of the board of directors (or similar governing body) approving and authorizing such Loan Party’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby, and (e) signature and incumbency certificates of its officers executing any of the Loan Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

(b) Lien Searches. The Lender shall have received UCC lien searches, U.S. Copyright Office and U.S. Patent and Trademark Office lien searches and other tax, bankruptcy and judgment searches satisfactory to it indicating that, among other things, no other filings, encumbrances or transfers with regard to the Collateral are of record in any jurisdiction in which it shall be necessary or desirable for the Lender to make a filing in order to provide the Lender with a perfected security interest in the Collateral.

(c) Pledged Collateral. The Lender shall have received (i) certificates representing any equity interests pledged as Collateral (to the extent such pledged Collateral is certificated), accompanied by undated stock powers executed in blank and (ii) instruments evidencing any debt instruments pledged as Collateral, accompanied by allonges indorsed in blank.

(d) Uniform Commercial Code. The Lender’s receipt of financing statements, in a form Lender deems acceptable for filing under the UCC of all jurisdictions that the Lender may reasonably deem necessary in order to perfect the liens created hereunder and evidence that all other action has been taken that the Lender may reasonably deem necessary or desirable in order to perfect the liens created hereunder.

(e) Equity Investment. The Lender shall have received executed copies of the Stock Purchase Agreement and the Certificate of Designation, and the transactions contemplated to occur on the Initial Closing Date under the Stock Purchase Agreement shall have been or shall simultaneously with the transactions hereunder be consummated, including but not limited to the issuance to the Lender or any of its Affiliates of the equity securities of the Borrower to be issued on the Initial Closing Date.

(f) Management Incentive Stock Option Plan. The Borrower shall have approved a management incentive and nonqualified stock option plan for 15% of its fully diluted Class A common shares in form and substance reasonably satisfactory to Lender.

(g) Payoff of Existing Secured Debt. The Borrower shall have repaid all existing debt for borrowed money of any Loan Party, including all debt owed to Gazellek Holdings I, LLC, and the Lender shall have received executed payoff letters and other documentation acceptable to it evidencing such repayment, the termination of all agreements evidencing such debt and the release of any Liens in connection therewith.

(h) Expenses. The Borrower shall have paid, or shall simultaneously pay, all such expenses incurred by the Lender, including all such fees, charges and expenses of counsel to the Lender (directly to such counsel if requested by the Lender), as are payable pursuant to Section 13(a) as of the Closing Date.

(i) Representations and Warranties. The representations and warranties set forth in Section 11 shall be true and correct as of the Closing Date.

(j) Default. No Default or Event of Default shall have occurred and be continuing as of the Closing Date.

4. Interest Payments and Fees.

(a) Interest shall accrue, daily, at a fixed rate equal to 8.00% per annum from the date of this Agreement until the Maturity Date on the outstanding amount of the Term Loan. Interest shall be due and payable on the last Business Day of each Fiscal Quarter, on the date of any payment or prepayment made pursuant to, and in accordance with, Sections 5, 6 and 8, and on the Maturity Date. All interest payable hereunder shall, at the Borrower’s election, either be paid in cash or paid-in-kind (any such paid-in-kind interest, “PIK Interest”). All PIK Interest paid from time to time by the Borrower shall be added to the outstanding principal amount of the Term Loan on and as of the date on which such interest is due and payable.

(b) In computing interest with respect to the Term Loan, the date on which the Term Loan was made shall be included and the date of the payment, in full, of the Obligations shall be excluded. Interest shall be calculated on the basis of a year of 365 days and the actual days elapsed.

(c) Upon the occurrence and during the continuance of any Event of Default, the Term Loan (including any accrued and unpaid interest on such amount) shall bear interest at a fixed rate equal to the lesser of (i) 3.00% in excess of the interest rate then in effect for the Term Loan or (ii) the maximum amount permitted to be charged under all Applicable Law (such rate, the “Default Rate”).

5. Payments of the Loan and other Obligations. On the Maturity Date, the Borrower shall pay the outstanding principal balance of the Term Loan, together with all accrued and unpaid interest thereon, and all other outstanding and unpaid Obligations. All cash payments of the Term Loan and the other Obligations shall be made by wire transfer of immediately available funds to an account designated in writing by the Lender. Notwithstanding any other provision of this Agreement, if any day upon which a payment of the Term Loan or any other Obligation is due is not a Business Day, such payment shall be made on the next succeeding Business Day.

6. Prepayments. Subject to the proviso below, the Borrower shall have the right, at any time and from time to time prior to the Maturity Date, to prepay the Term Loan and all other Obligations, in whole or in part, on written notice to the Lender delivered at least three (3) Business Days’ prior the prepayment date; provided that any partial prepayment shall be in an aggregate amount of not less than One Hundred Thousand Dollars ($100,000) or, if less, the aggregate outstanding principal amount of the Term Loan; provided further, that unless the Lender provides its prior written consent to such prepayment, no optional prepayment of the Term Loan or the other Obligations outstanding hereunder shall be permitted so long as the Lender and/or any of its Affiliates continues to hold any units of the Preferred Stock. Each notice of prepayment shall (a) specify the prepayment date and the principal amount of the Term Loan to be prepaid, (b) be irrevocable and (iii) commit the Borrower to prepay the amount stated therein on or prior to 12:00 p.m., New York City time on the date stated therein.

7. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Agreement:

(a) Failure to Pay. The Borrower or any other Loan Party shall fail to pay the principal amount of the Term Loan, or any interest thereon or any other amount payable hereunder or under any other Loan Document within 60 days of the applicable due date for such payment under this Agreement or any other Loan Document.

(b) Covenant Default. The Borrower or any other Loan Party shall breach or fail to perform (i) any covenant or agreement contained in Section 12(a)(i), Section 12(c)(i) or Section 13 of this Agreement, or (ii) any other covenant or agreement to be performed by it under this Agreement or any other Loan Document and such failure described in this clause (ii) shall continue for 60 days after the earlier of the date on which the Lender provides written notice of such default and the date that the Borrower first becomes aware of the occurrence thereof.

(c) Representation or Warranty. Any representation or warranty made by the Borrower or any other Loan Party in this Agreement or any other Loan Document shall be incorrect or misleading in any material respect (without duplication of any materiality qualifier contained therein) as of the date hereof and such materially incorrect or misleading representation or warranty (if curable) shall continue to be incorrect or misleading in any material respect for 60 days after such representation or warranty is made or reaffirmed.

(d) Voluntary Bankruptcy or Insolvency Proceedings. Any Loan Party shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, or suspend its operations, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it or (vi) take any action for the purpose of effecting any of the foregoing.

(e) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of any Loan Party or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to any Loan Party or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement.

(f) Judgments. Any money judgment, writ or warrant of attachment or similar process involving an amount in excess of $250,000 in any individual case or $1,000,000 in the aggregate shall be entered or filed against any Loan Party or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days (or in any event later than five (5) days prior to the date of any proposed sale thereunder).

(g) [Reserved].

(h) Invalidity of Loan Documents. (i) Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the satisfaction in full of all the Obligations, ceases to be in full force and effect; (ii) any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or (iii) any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of the payment and performance in full of the Obligations), purports in writing to revoke or rescind any Loan Document or asserts in writing that any guaranty is invalid or unenforceable.

(i) Key Person. The Key Person shall (i) resign or be removed by the board of directors or other governing body of a Loan Party from his applicable position at such Loan Party without the prior written approval of the Lender or (ii) no longer perform in all material respects his duties of his applicable position at such Loan Party that he performs as of the date of this Agreement, including being actively involved in the business decisions of the Borrower.

(j) Change in Control. The occurrence of a Change in Control.

(k) Other Agreements. The Borrower or any other Loan Party shall breach or fail to perform (subject to any grace or cure period) any covenant or agreement contained in (i) the Stock Purchase Agreement, (ii) the Certificate of Designation or (iii) any Ancillary Agreement (other than any Loan Document).

(l) Cross Default. In respect of any agreement or instrument governing Indebtedness of any Loan Party for borrowed money with an aggregate principal amount outstanding thereunder of not less than $1,000,000, any Loan Party (i) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs thereunder, the effect of which default or other event is to cause, or to permit the holders of such Indebtedness (or a trustee or agent on behalf of such holders or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity.

8. Rights of the Lender upon an Event of Default.

(a) Remedies with Respect to Acceleration, Etc. Upon the occurrence and during the continuance of any Event of Default (other than an event specified in clause (d) or (e) of Section 7), at the Lender’s election, all outstanding Obligations shall then automatically be deemed immediately due and payable, without presentment, demand, protest or any additional notice of any kind, all of which are hereby expressly waived, and all outstanding Obligations shall bear interest until paid in full at a rate equal to the Default Rate from and after the occurrence of such Event of Default. If an Event of Default specified in clause (d) or (e) of Section 7 shall have occurred, the principal of, and interest (including interest accruing at the Default Rate) on, the Term Loan and all other outstanding Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Lender may exercise any other right, power or remedy described in clause (b) of this Section 8 or in any other Loan Document or that is otherwise permitted under Applicable Law, either by suit in equity or by action at law, or both, and the rights and remedies provided herein and therein shall be cumulative and not exclusive of any rights or remedies provided by applicable law or otherwise.

(b) Remedies with Respect to Collateral. If any Event of Default shall have occurred and be continuing, in addition to and not in limitation of any other rights or remedies available to Lender at law or in equity, Lender may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and may also: (a) require the Loan Parties to, and each Loan Party hereby agrees that it will, at its expense and upon request of Lender forthwith, assemble all or part of the Collateral as directed by Lender and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties; (b) withdraw all cash in the deposit accounts maintained by the Loan Parties and apply such monies in payment of the Obligations; and (c) without notice or demand or legal process, enter upon any premises of any Loan Party and take possession of the Collateral. The Loan Parties agree that, to the extent notice of sale of the Collateral or any part thereof shall be required by law, at least ten (10) days’ notice to Borrower of the time and place of any public disposition or the time after which any private disposition (which notice shall include any other information required by law) is to be made shall constitute reasonable notification. At any disposition of the Collateral (whether public or private), if permitted by law, Lender may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, or licensing of the Collateral or any portion thereof for the account of Lender. Lender shall not be obligated to make any disposition of Collateral regardless of notice of disposition having been given. The Loan Parties shall remain liable for any deficiency. Lender may adjourn any public or private disposition from time to time by announcement at the time and place fixed therefor, and such disposition may, without further notice, be made at the time and place to which it was so adjourned. Lender is not obligated to make any representations or warranties in connection with any disposition of the Collateral. To the extent permitted by law, each of the Loan Parties hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter, enacted. Lender shall not be required to proceed against any Collateral but may proceed against any Loan Party directly.

(c) Election of Remedies. Lender shall have the right in Lender’s sole discretion to determine which rights, security, Liens or remedies Lender may at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to, without in any way impairing, modifying or affecting any of Lender’s other rights, security, Liens or remedies with respect to any Collateral or any of Lender’s rights or remedies under this Agreement or any other Loan Document.

(d) Lender’s Obligations. Each Loan Party agrees that Lender shall not have any obligation to preserve rights to any Collateral against prior parties or to marshal any Collateral of any kind for the benefit of any other creditor of any Loan Party or any other Person. Lender shall not be responsible to any Loan Party or any other Person for loss or damage resulting from Lender’s failure to enforce its Liens or collect any Collateral or proceeds or any monies due or to become due under the Obligations or any other liability or obligation of any Loan Party to Lender.

(e) Waiver of Rights by Loan Parties. Except as otherwise expressly provided for in this Agreement or by non-waivable applicable law, each Loan Party waives (i) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which any Loan Party may in any way be liable, and hereby ratifies and confirms whatever Lender may do in this regard, (ii) all rights to notice and a hearing prior to Lender’s taking possession or control of, or to Lender’s replevy, attachment or levy upon, the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies and (iii) the benefit of all valuation, appraisal, marshaling and exemption laws. If any notice of a proposed sale or other disposition of any part of the Collateral is required under applicable law, each Loan Party agrees that ten (10) calendar days prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made is commercially reasonable.

9. Guaranty.

(a) Provision of Guaranty. Each Guarantor hereby, jointly and severally, irrevocably and unconditionally, guarantees to the Lender, irrespective of the validity and enforceability of this Agreement, the Term Loan or any of the Obligations, the full and punctual payment and performance of the Obligations when due, whether at stated maturity, upon acceleration or otherwise. Failing the payment of the Term Loan or the other Obligations in full when due for whatever reason, each Guarantor shall be, jointly and severally, obligated to immediately pay the amount not so paid. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Each Guarantor waives any and all rights, defenses and counterclaims, to the fullest extent of the law.

(b) Limitation on Guarantor Liability. Each Guarantor and the Lender hereby confirm that it is the intention of all such parties that the Guaranty of such Guarantor not constitute a fraudulent transfer or fraudulent conveyance, or similar limitation, for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guaranty. To effectuate the foregoing intention, each Guarantor and the Lender hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from the rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Agreement, result in the obligations of such Guarantor under its Guaranty not constituting a fraudulent transfer or fraudulent conveyance, or similar limitation, under Applicable Law. Notwithstanding anything to the contrary contained in this Agreement, each Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including without limitation any law subrogating the Guarantor to the rights of the Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from the Borrower or any other Loan Party liable for payment of any or all of the Obligations for any payment made by the Guarantor under or in connection with its Guaranty or otherwise until such time as all Obligations are paid and performed in full under this Agreement and the other Loan Documents, and this Agreement and each other Loan Document has been terminated in accordance with Section 21.

(c) Release of Guaranty. Upon the termination of this Agreement pursuant to Section 21, all of the Guaranties shall be released and discharged without any further action by any person.

10. Creation of Security Interest.

(a) Grant of Security Interest. To secure the full and punctual payment and performance by each Loan Party of the Obligations and all other amounts outstanding under this Agreement and the other Loan Documents, when due, each Loan Party hereby grants the Lender a continuing security interest in and continuing lien on all of such Loan Party’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Collateral. The security interest granted pursuant to this Section 10 shall continually exist until the Obligations have been paid and performed in full.

(b) Perfection, etc. Each Loan Party hereby authorizes the Lender to file financing statements and any other instruments or documents to perfect (and continue to perfect from time to time) the security interest. Each Loan Party will take such actions as the Lender deems appropriate from time to time to perfect or continue the security interest granted hereunder. Each Loan Party appoints the Lender as his true attorney in fact to perform any of the following actions, which are coupled with an interest, are irrevocable until the termination of this Agreement and may be exercised from time to time by the Lender: (i) to give notice of the Lender’s right in respect of the Collateral to enforce the same; (ii) to prepare, execute, file, record or deliver notes, assignments, schedules, financing statements, control agreements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release the Lender’s interest in the Collateral (which in the case of any UCC-filings, may include, “all-assets” filings); (iii) to verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, in its own name or fictitious name; (iv) solely after an Event of Default, to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to the Collateral; (v) solely after an Event of Default, to exercise all rights, powers and remedies which such Loan Party would have, but for this Agreement, under all Collateral; and (vi) to do all acts and things and execute all documents in the name of such Loan Party, deemed by the Lender as necessary, proper and advisable in connection with the preservation, perfection or enforcement of its rights hereunder.

(c) Priority of Security Interest. Each Loan Party represents, warrants, and covenants that the security interest granted herein is, and shall at all times continue to be, a first priority perfected security interest, subject to any priority Liens for which the Lender has provided its prior written consent.

(d) Termination. Upon the termination of this Agreement pursuant to Section 21, the security interest granted by the Borrower in favor of the Lender under this Agreement shall be terminated and released without any further action by any person and the Lender shall, at any Loan Party’s request and sole cost and expense, release its liens and execute and deliver to such Loan Party such documents as reasonably requested by such Loan Party to evidence such release.

11. Representations and Warranties. Each Loan Party represents and warrants to the Lender (and where applicable, agrees) as follows, in each case as of the date hereof and after giving effect to the making of the Term Loan hereunder:

(a) Organization. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to conduct its business as currently conducted. Each Loan Party is duly qualified and is authorized to do business as a foreign corporation and is in good standing as a foreign corporation in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. Each Loan Party has provided to the Lender true and complete copies of its Articles of Incorporation and Bylaws (or other organizational documents, as applicable) as in effect on the date hereof.

(b) Authority; Execution. Each Loan Party has all corporate (or other) right, power and authority to enter into this Agreement and the other Loan Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. All corporate (or similar) action on the part of each Loan Party, its directors and shareholders, partners or members necessary for the authorization, execution, delivery and performance of this Agreement by such Loan Party has been taken. This Agreement has been duly executed and delivered by each Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms and subject to laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.

(c) No Breach. The execution and delivery by each Loan Party of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result in a breach or violation of, (i) any provision of the Articles of Incorporation, Bylaws, Certificate of Formation or operating agreement, or other organizational document, as applicable, of any Loan Party, (ii) any Applicable Law by which a Loan Party is bound or (iii) any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any material agreement to which a Loan Party is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of any Loan Party.

(d) No Consent. No consent, approval, authorization or other order of any Governmental Authority or other third-party is required to be obtained by any Loan Party in connection with the authorization, execution and delivery of this Agreement or any other Loan Document and the consummation of the transactions contemplated by this Agreement or any other Loan Document.

(e) No Proceedings. There are no pending or, to the knowledge of any Loan Party, threatened (i) legal or governmental proceedings against any Loan Party, (ii) actions, suits, proceedings, inquiries or investigations before or by any Governmental Authority (including, without limitation, the SEC) pending or threatened against or affecting any Loan Party, or (iii) Orders to which any Loan Party is subject, in any such case, that (x) purport to pertain to or affect any Loan Document or the transactions contemplated thereby or (y) have or would reasonably be expected to have a Material Adverse Effect.

(f) No Indebtedness. No Loan Party has any outstanding Indebtedness or commitments for Indebtedness (other than Indebtedness represented by the Term Loan and the other Obligations).

(g) Representations under the Stock Purchase Agreement. The representations and warranties of the Borrower, on behalf of itself and/or its Subsidiaries, under the Stock Purchase Agreement, together with any Disclosure Schedules referenced therein, are fully incorporated by reference herein and are true and correct in all respects as of the date hereof.

(h) Location of Loan Parties. As of the Closing Date, the chief executive office of each Loan Party is located at the address listed on Schedule 4.6 to the Stock Purchase Agreement, and except as noted therein, the chief executive office of each Loan Party has not been located at any other address during the preceding five-year period.

(i) Capitalization; Investment Property. As of the Closing Date, Schedule 4.6 to the Stock Purchase Agreement sets forth the legal name, type of legal entity and jurisdiction of organization of each Loan Party, the identity of any other Loan Party that owns equity interests issued by such Loan Party and the percentage of such equity interests held thereby. Except as set forth on Schedule 4.6 to the Stock Purchase Agreement, no Loan Party has changed any of the information described therein within the five-year period preceding the Closing Date (including by way of merger, consolidation or acquisition of equity). Each Loan Party that is a limited liability company or a partnership hereby represents and warrants that it has not, and at no time will, elect pursuant to the provisions of Section 8-103 of the UCC to provide that its equity interests are securities governed by Article 8 of the UCC.

(j) Solvency. As of the Closing Date, after giving effect to the transactions contemplated hereunder and under the other Ancillary Agreements to occur on such date, the Loan Parties, when taken as a whole, are Solvent.

12. Affirmative Covenants. The Borrower and each other Loan Party, as applicable, shall:

(a) Financial Statements and Other Reports and Notices. The Borrower shall deliver to the Lender the following documents at the times stated below:

(i) Promptly after any officer of the Borrower or any Loan Party has obtained knowledge of any Default or an Event of Default that has occurred and is continuing, a reasonably detailed notice specifying the nature and period of existence of such event and what action the Borrower has taken, is taking and proposes to take with respect thereto.

(ii) Within sixty (60) days after the end of each Fiscal Quarter of such Loan Party, its balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a financial officer as presenting fairly in all material respects the financial condition and results of operations of such Loan Party in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(iii) Promptly, as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year of such Loan Party, the audited balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year of such Loan Party, setting forth in each case in comparative form the figures for the previous Fiscal Year, all audited by an independent public accountant reasonably approved by the Lender, to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of such Loan Party in accordance with GAAP consistently applied, accompanied by any management letter prepared by such accountant.

(iv) Promptly after the same are available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and in any case not otherwise required to be delivered to the Lender pursuant hereto.

Notwithstanding the forgoing, the filing of any document with the SEC that is publicly available via the SEC’s website at www.SEC.gov shall be deemed to be notice to the Lender of such filing as of such date it becomes publicly available.

(b) Maintenance of Properties. (i) Maintain or cause to be maintained in good repair, working order and condition (ordinary wear and tear excepted) all material properties used in the business of such Loan Party and make or cause to be made all necessary repairs, renewals and replacements thereof, and (ii) comply in all material respects with all terms, provisions and covenants of any lease to which any such Loan Party is a party.

(c) Preservation of Existence, Etc. (i) Preserve and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation, organization or formation, as applicable; (ii) preserve and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and (iii) preserve or renew all of its registered Intellectual Property, the non-preservation of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(d) Inspection Rights. Permit any representatives designated by the Lender, upon reasonable prior notice but no more than once during each calendar year unless an Event of Default has occurred and is continuing, to visit and inspect its properties, liabilities, books and records, including examining and making extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at reasonable times during normal business hours.

(e) Insurance. Maintain with financially sound and reputable carriers insurance in such amounts and against such risks (including loss or damage to property; general liability; Errors and Omissions and Directors and Officers) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. The Borrower will furnish to the Lender, upon request, information in reasonable detail as to the insurance so maintained, and cause Lender to be named as loss payee and additional insured.

(f) Payment of Taxes. Pay and discharge as the same shall become due and payable, all material Taxes, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the applicable Loan Party.

(g) Compliance. Comply in all material respects with all Applicable Laws and all Orders applicable to it.

(h) Further Assurances. (A) Cause any subsequently acquired or organized Subsidiary of such Loan Party to become a Loan Party by promptly, (i) executing and delivering to the Lender a joinder to this Agreement pursuant to which the joining party thereunder shall become a “Loan Party” under this agreement and be bound by all obligations and covenants applicable to each Loan Party hereunder, provide a Guaranty under Section 9, grant a security interest under Section 10, make those representations and warranties contained or incorporated by reference herein (together with necessary updates or supplements to any schedules referenced therein) requested by Lender as of the date of such joinder, and provide such other documents as requested by and, in each case, in form and substance satisfactory to, the Lender, and (ii) taking all other actions as may be requested by the Lender to protect and perfect the security granted under Section 10, (B) take such actions as the Lender may request, from time to time, to ensure that the Obligations are guaranteed by the Guarantors as provided under Section 9 and are secured, on a first priority perfected security interest, by the Collateral as provided under Section 10, (C) at any time or from time to time upon the reasonable request of the Lender, at the expense of the Loan Parties (i) promptly correct any material defect or error that may be discovered in any Loan Document, (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, collateral access agreements, assurances and other instruments as Lender may reasonably require from time to time in order to (x) subject, to the fullest extent permitted by Applicable Law, any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by the Loan Documents, and (y) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Lender the rights granted or now or hereafter intended to be granted to the Lender under any Loan Document, and (D) use commercially reasonable efforts to cause any third parties to deliver or cause to be delivered such agreements, documents, instruments or certificates necessary to create, perfect and protect the Liens of the Lender in the Collateral.

13. Negative Covenants. So long as any portion of the Term Loan or any other Obligation which is accrued and payable shall remain unpaid or unsatisfied and except (a) as contemplated by the Purchase Agreement, including in connection with an Approved Transaction, (b) in connection with any transaction (i) presented for approval to Lender, (ii) as to which Lender has abstained and (iii) that Board of Directors of the Borrower has approved, all as contemplated by the Section 14, provided that this exception shall not apply if any of the terms of such transaction change after the date presented to Lender in a manner that would otherwise require approval of Lender pursuant to this Section 13, or (c) in connection with the redemption in full of all the then remaining issued and outstanding shares of Series B Preferred Stock, neither the Borrower nor any Loan Party shall:

(a) Indebtedness. Create, or authorize the creation of, or issue, or authorize the issuance of any debt security or incur other Indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees, or permit any Loan Party to take any such action, without the Lender’s prior written consent other than (i) Indebtedness evidenced by the Loan Documents and (ii) Indebtedness owed to any Loan Party.

(b) Liens. Create, or authorize the creation of, any Lien (except for (i) Liens securing the Term Loan and the other Obligations, (ii) purchase money Liens or statutory liens of landlords, mechanics, materialmen, workmen, warehousemen and other similar persons arising or incurred in the ordinary course of business and (iii) any other Liens that do not secure amounts in the aggregate exceeding $5,000,000).

(c) Dispositions. Make any Disposition, except (i) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Loan Parties, (ii) Dispositions of inventory and immaterial assets in the ordinary course of business, (iii) Dispositions for fair market value, the proceeds of which are, individually or in the aggregate with respect to all Dispositions under this clause (iii), less than 20% of the fair value of the Borrower’s assets at the time of such Disposition, (iv) Dispositions resulting from casualty events covered by insurance, and (v) Dispositions whereby some or all of the proceeds thereof will be used to redeem shares of Series B Preferred Stock.

(d) Negative Pledges and Restrictive Agreements. Enter into or assume any agreement limiting or prohibiting (i) the creation or assumption of any Lien upon any of its properties or assets securing the Obligations other than (a) customary restrictions contained in any agreement relating to specific property to be sold pending such sale, provided that such restrictions apply only to the asset that is to be sold and such sale is permitted hereunder; and (b) customary provisions restricting assignments or subletting contained in leases, licenses, joint venture agreements, asset sale agreements, stock sale agreements and similar agreements entered into to the extent permitted hereunder (provided such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses, joint venture agreements, asset sale agreements, stock sale agreements or similar agreements, as the case may be).

(e) Transactions with Affiliates. Enter into or be a party to any transaction with any stockholder, director, officer, or employee of any Loan Party or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act of 1934) of any such person, except for transactions with employees who are not executive officers or directors made in the ordinary course of business and pursuant to reasonable requirements of such Loan Party’s business and on fair and reasonable terms that are approved by the Board of Directors of the Borrower or such Loan Party’s governing body.

(f) Investments. Make any Investments, other than: (i) cash and cash equivalents, (ii) equity Investments in, and loans made to, any Loan Party that are outstanding as of the Closing Date and Investments and loans made by any Loan Party after the Closing Date in or to any other Loan Party, (iii) Investments existing on the date hereof and any modification, replacement, renewal, reinvestment or extension of any such Investment (provided that the amount of any Investment permitted under this Section 13(f)(iii) is not increased from the amount of such Investment on the Closing Date), (iv) Investments constituting Approved Transactions and (v) other Investments made at fair market value and in the ordinary course of business (provided that the amount of any Investment or Investments permitted under this Section 13(f)(v) shall not exceed $1,000,000 in any Fiscal Year); provided, that, the Borrower and each Loan Party may form joint ventures or enter into similar transactions if such transactions are on fair and reasonable terms that are approved by the Board of Directors of the Borrower.

(g) Fundamental Changes; Dissolution. Whether in one transaction or a series of transactions, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, or sell or otherwise dispose of all or substantially all of its property or other assets, or agree to do or suffer any of the foregoing.

(h) Condition of Assets. Take any action, or refrain from taking any action, in a manner that could reasonably be expected to impair any material intangible asset of any Loan Party.

(i) Amendments to Governing Documents. Amend its certificate of incorporation, bylaws or other constitutive documents in a manner adverse to the interests of the Lender.

(j) OFAC and Sanctions. (i) Become a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) become a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to blocking or specific trade restrictions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or implementing executive order.

(k) Use of Proceeds. Borrower shall use the proceeds hereof, together with the proceeds of the Ancillary Agreements, to (a) pay in full all amounts due and payable under the Term Loan and Security Agreement dated as of August 2, 2021 by and among Borrower, as borrower, the guarantors party thereto and Gazellek Holdings I, LLC, as Lender; (b) redeem certain shares of outstanding Common Stock of Borrower; (c) extinguish existing liabilities, fund operations (including unpaid deferred compensation and consulting fees) and for working capital; and (d) as and when due and payable, pay the expenses incurred by Borrower in connection with the preparation, negotiation and consummation of the transactions contemplated by this Agreement and the other Ancillary Agreements.

(l) Restricted Payments. Purchase or redeem or pay or declare any dividend, or make any distribution on, any shares of capital stock of the Borrower other than on shares of Preferred Stock and other than pursuant to the Equity Incentive Plan.

(m) Loss Carryovers. To the extent legally permitted or as otherwise required by a US stock exchange on which the Borrower’s shares are publicly traded, approve or permit any transaction that is intended to or has the effect of or that would reasonably be expected to reduce or restrict the availability of the Loss Carryovers.

(n) Dispositions of Material Technologies and Intellectual Property. Make any disposition of any material technology or intellectual property, other than Dispositions in the ordinary course of business or on fair and reasonable terms that are approved by the Board of Directors of the Borrower.

(o) Issuance of Blockchain-Based Assets. Cause or permit any of its subsidiaries to, sell, issue, sponsor, create or distribute any digital tokens, cryptocurrency or other blockchain-based assets (collectively, “Tokens”), including through a pre-sale, initial coin offering, token distribution event or crowdfunding, or through the issuance of any instrument convertible into or exchangeable for Tokens.

(p) Subsidiary Stock. Permit any Subsidiary to create, or authorize the creation of, or issue or obligate itself to issue, any shares of any class or series of capital stock, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Borrower.

(q) Size of the Borrower’s Board of Directors. Increase or decrease the size of Board of Directors of the Borrower.

(r) Equity Incentive Plans. Create, adopt, amend, terminate or repeal any equity (or equity-linked) compensation plan or amend or waive any of the terms of any option or other grant pursuant to any such plan.

14. Approved Transactions. At least ten (10) days prior to the date on which the Borrower anticipates seeking the approval of Board of Directors of the Borrower for any investment opportunity or other transaction deemed appropriate by Board of Directors of the Borrower (including the payment of any indebtedness of the Borrower or the acquisition any other entity, whether by merger, consolidation, acquisition of assets or otherwise), the Borrower shall provide to the Lender (and each Tacora Director) a reasonably detailed summary of the proposed transaction, including (i) in the case of an investment or acquisition, (A) the name of the entity the Borrower proposes to make an investment in or acquire, (B) a description of the proposed transaction, including the material terms thereof and the anticipated closing date thereof, (C) the amount and form (if applicable) of consideration (including any contingent or earn-out consideration) and (D) any indemnification or other material post-closing obligations of the Borrower; and (ii) in the case of any other transaction, all material terms thereof, in each case together with copies of all material agreements to be executed in connection therewith. Within ten (10) days after its receipt of such information, the Lender shall advise the Borrower of whether it approves or disapproves of, or abstains from making a decision with respect to, such proposed transaction on the terms presented or if it requires certain changes to be made with respect thereto, and, if it disapproves of such proposed transaction, the reasons for such disapproval. Upon the receipt of the Lender’s approval of the proposed transaction or at the end of the ten (10) day review period (if the Lender has not notified the Borrower of its approval or disapproval thereof), the Borrower shall present the proposed opportunity to Board of Directors of the Borrower for its approval (when so approved, an “Approved Transaction”). If the Lender disapproves of a proposed transaction, then the Borrower shall not sell any Remaining Securities in connection therewith pursuant to the Stock Purchase Agreement and shall not present such investment opportunity or other transaction to Board of Directors of the Borrower for approval or otherwise pursue such proposed investment opportunity or other transaction. If the Lender abstains from making a decision with respect to a proposed transaction, the Borrower may pursue such transaction if approved by Board of Directors of the Borrower and, if approved by Board of Directors of the Borrower, such transaction shall be deemed an Approved Transaction for purposes hereof.

15. Expenses; Indemnity; Damage Waiver.

(a) Expenses. Each party shall bear its own expenses incurred in connection with the negotiation, execution and delivery of this Agreement on or prior to the Closing Date; provided, however, that Borrower shall reimburse Lender for up to Three Hundred Thousand Dollars ($300,000) of its reasonable and documented out-of-pocket expenses incurred in connection with the negotiation, execution and delivery of this Agreement, the Stock Purchase Agreement and any other agreements entered into on the Closing Date in connection herewith or therewith. Borrower shall promptly reimburse and pay Lender for each of the following amounts incurred following the Closing Date: (i) all of the Lender’s reasonable and documented costs and expenses (including the fees, costs and expenses of counsel) of preparation and administration of any Loan Document after the Closing Date and the negotiation, preparation, execution and administration of any consents, amendments, waivers or other modifications of any Loan Document; (ii) all the reasonable and documented fees, costs and expenses of creating and perfecting Liens in favor of Lender, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable and documents fees, costs and expenses of counsel to Lender in connection with the foregoing; (iii) all of the Lender’s actual costs in connection with any of the foregoing, including the reasonable fees and expenses of Lender’s auditors, accountants, consultants or appraisers, whether internal or external, and all reasonable attorney’s fees; and (iv) after the occurrence of an Event of Default, all costs and expenses, including attorneys’ fees, costs and expenses, incurred by Lender in connection with enforcing any Obligations of, or in collecting payments due from, any Loan Party under any Loan Document relating to such Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided under the Loan Documents in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings of any Loan Party.

(b) Indemnification. The Loan Parties shall indemnify the Lender, and each Related Party of the Lender (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, any actual or prospective claim, litigation, investigation or proceeding relating to the Term Loan or the use of the proceeds therefrom, or the execution, delivery or performance of any Loan Document or any Lien granted thereunder, brought against the Lender by third Person, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto.

(c) Waiver of claims To the extent permitted by Applicable Law and except as provided under the Stock Purchase Agreement with respect to the Borrower, the Loan Parties shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby or the use of the proceeds of the Term Loan.

(d) Payment. All amounts due under this Section 15 shall be payable promptly after written demand therefor. The Obligations of the Loan Parties under this Section 15 shall survive payment in full of the Term Loan.

16. Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party hereto. The Loan Parties may not assign this Agreement or any rights or obligations under it without the Lender’s prior written consent (which may be granted or withheld in the Lender’s sole and absolute discretion). The Lender may assign this Agreement and the other Loan Documents or any rights or obligations under it without the consent of the Loan Parties or any other person, and sell, transfer or assign all or any part of, or any interest in, the Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents.

17. Amendment and Integration. Any provision of this Agreement may be amended, waived or modified only upon the prior written consent of the Borrower and the Lender. This Agreement represents the entire agreement about this subject matter and supersedes prior negotiations or agreements relating thereto. All prior agreements, understandings, representations, warranties, and negotiations about the subject matter of this Agreement merge into this Agreement.

18. Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and delivered to each other party at the address set forth below, or at such other address as such party shall have furnished to the other party in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally or (iii) one (1) Business Day after being deposited with an overnight courier service of recognized standing:

Borrower or any other Loan Party:

GlassBridge Enterprises, Inc.

18 East 50th Street, 7th Floor

New York, NY 10022
Attention: Daniel Strauss, Chief Executive Officer

Email: dstrauss@glassbridge.com

Lender:

Tacora Capital, LP

2505 Pecos Street
Austin, TX 78703
Attention: Keri Findley

Email: keri@tacoracap.com

19. Waivers. Except as otherwise expressly provided herein, the Loan Parties hereby waive notice of an Event of Default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

20. Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

21. Termination of this Agreement. This Agreement may not be terminated prior to the Maturity Date, unless mutually agreed to in writing by the Lender and the Loan Parties; provided, however, that the provisions of Section 15 shall survive and remain in full force and effect regardless of the repayment of the Loan or the termination of this Agreement or any provision hereof.

22. Confidentiality. The Lender hereby agrees to maintain the confidentiality of this Agreement and all information received from or on behalf of the Borrower that is not otherwise publicly available, except that this Agreement or such information may be disclosed (a) to the Lender’s Affiliates and its and their directors, investors, partners, officers, employees, trustees, investment advisors and agents, including its accountants, legal counsel and other advisors, (b) to the extent requested or required by any Governmental Authority or examiner regulating the Lender, (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process (in which case the Lender shall use commercially reasonable efforts to inform the Loan Parties, promptly thereof prior to such disclosure), (d) to any other party to this Agreement or any other Loan Document, (e) to any assignee or prospective assignee of, and any participant or prospective participant in, any of the rights or obligations of Lender under this Agreement and/or any other Loan Document, (f) with the written consent of Borrower or (g) in connection with the exercise of remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder.

23. Usury. In the event any interest is paid on this Agreement that is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Agreement.

24. Counterparts and Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. The words “execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

25. Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York, or of any other state. The parties hereby submit and consent irrevocably to the exclusive jurisdiction of, and venue in, any court located within the City of New York, County of New York in the State of New York for the interpretation and enforcement of the provisions of this Agreement. The parties also agree that the jurisdiction over the person of such parties and the subject matter of such dispute shall be effected by the mailing of process or other papers in connection with any such action in the manner provided for herein or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient service of process.

26. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

27. Defined Terms. When used in this Agreement, unless otherwise modified herein, the terms Account, Chattel Paper, Commercial Tort Claim, Deposit Account, Document, Electronic Chattel Paper, Equipment, Fixture, Goods, Instrument, Inventory, Investment Property, Entitlement Order, Letter-of-Credit Rights, Money, Account, Supporting Obligations and Tangible Chattel Paper, and any other term defined in the UCC that is not defined herein, have the respective meanings provided in Article 8 or Article 9, as applicable, of the UCC. Letter of Credit has the meaning provided in Section 5-102 of the UCC. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the UCC, such expanded definition (including as any such term is modified hereby) will apply automatically as of the date of such amendment, modification or revision. Capitalized terms that are used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Stock Purchase Agreement or the Certificate of Designation, as applicable. References herein to Schedules to the Stock Purchase Agreement shall mean the Disclosure Schedules as the same may be updated, modified, replaced or amended from time to time thereunder in accordance with the terms under the Stock Purchase Agreement or hereunder as expressly contemplated by this Agreement or otherwise consented to by Lender. As used in this Agreement, the following terms have the following meanings:

“Affiliate” shall mean, with respect to any specified Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person if such latter Person possesses, directly or indirectly, power either to direct or cause the direction of the management and policies of such controlled Person whether by contract or otherwise.

“Applicable Law” shall mean all provisions of statutes, rules, regulations and Orders of any Governmental Authority applicable to the Person (including, for the avoidance of doubt, the Loan Parties) in question, and all Orders and decrees of all courts, tribunals and arbitrators in proceedings or actions in which the Person (including, for the avoidance of doubt, the Loan Parties) in question is a party.

“Business Day” means with respect to any borrowing or payment, a day other than Saturday or Sunday on which banks are open for business in New York, NY.

“Bylaws” means the Bylaws of the Borrower as in effect on the date of this Agreement and as may be amended from time to time.

“Certificate of Designation” means that certain Certificate of Designations, Preferences and Rights of Series B Preferred Stock of GlassBridge Enterprises, Inc., dated as of the date hereof, made by the Borrower, as in effect on the date hereof.

“Change in Control” means (a) any transaction pursuant to which (i) the Borrower sells or Disposes (in one or a series of related sales or Dispositions) thirty percent (30%) or more of the assets of the Borrower on a consolidated basis (other than inventory in the ordinary course of business), including any sale or Disposition of the capital stock, membership interests, partnership interests or assets of the Subsidiaries of the Borrower, (ii) the Borrower issues equity or engages in any merger, consolidation, combination or similar transaction (in one or a series of related transactions), such that the beneficial owners of shares of common equity of the Borrower is entitled to vote immediately prior to the transaction or transactions will, immediately after such transaction or transactions, beneficially own less than a majority of the shares of common equity of the Borrower or the surviving entity entitled to vote (measured on a fully-diluted basis), (iii) the Borrower engages in any transaction or series of related transactions that results in any change of control of the Borrower (as the term “control” is defined in Rule 405 the Securities Act), whether such change of control occurs through the sale of assets, securities or shares of Common Stock, exchange of securities or otherwise, (iv) any Deemed Liquidation Event occurs under the Certificate of Designation, or (v) any “Change in Control” or similar event occurs under the terms of any agreement governing any other Indebtedness for borrowed money incurred by any Loan Party with a principal amount of at least $250,000, or (b) any other transaction that causes an “ownership change” (within the meaning of Section 382(g) of the Code) to occur with respect to the Borrower, taking into account any other transactions occurring during the relevant “testing period” (within the meaning of Section 382(i) of the Code).

“Closing Date” means the date on which the conditions precedent set forth in Section 3 have been satisfied or waived by the Lender in its sole discretion.

“Code” means the Internal Revenue Code of 1986, as codified at 26 U.S.C. § 1 et seq, or any successor provision thereto.

“Collateral” has the meaning set forth on Annex A.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Disposition” or “Dispose” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer, license or other disposition to, or any exchange of property with, any Person (other than Dispositions to another Loan Party), in one transaction or a series of transactions, of all or any part of any Loan Party’s businesses, assets or properties of any kind, whether real, personal or mixed, and whether tangible or intangible, whether now owned or hereafter acquired, including without limitation, the Equity Securities of any Loan Party. For the avoidance of doubt, “Disposition” shall include any disposition of property through a “plan of division” under the Delaware Limited Liability Act or any comparable transaction under any similar law.

“Equity Interests” means, as to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Excluded Accounts” mean, deposit accounts or securities accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the employees of any Loan Party and identified to the Lender as such.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year of Borrower.

“Fiscal Year” means the fiscal year of each Loan Party (which as of the date of this Agreement ends on December 31 of each calendar year).

“Foreign Subsidiary” shall mean a Subsidiary that is a “controlled foreign corporation” as defined in Section 957(a) of the Code.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantor” means each existing and future Subsidiary of Borrower.

“Guaranty” means (a) the guarantee of the Obligations by each of the Guarantors provided pursuant to Section 9 and (b) any other guarantee of the Obligations by any other Subsidiary provided pursuant to a joinder to this Agreement or other documentation in form and substance reasonably acceptable to the Lender.

“Indebtedness” means, (without double counting), at any time and with respect to any Person, (i) indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services purchased (other than amounts constituting trade payables (payable within ninety (90) days), (ii) obligations of such Person in respect of letters of credit, acceptance facilities, or drafts or similar instruments issued or accepted by banks and other financial institutions for the account of such Person, (iii) obligations of such Person under capital leases and any financing lease involving substantially the same economic effect, (iv) deferred payment obligations of such Person resulting from the adjudication or settlement of any litigation to the extent not already reflected as a current liability on the balance sheet of such Person, and (v) indebtedness of others of the type described in clauses (i) through (iv) hereof which such Person has (a) directly or indirectly assumed or guaranteed in connection with a guaranty, or (b) secured by a lien on the assets of such Person, whether or not such Person has assumed such indebtedness.

“Initial Closing Date” has the meaning set forth in the Stock Purchase Agreement.

“Investment” in any Person means: (a) any direct or indirect purchase or other acquisition by a Loan Party of, or of a beneficial interest in, any of the equity interests of such Person, including the formation by a Loan Party of such Person; (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Loan Party from any Person, of any equity interests of such Person; (c) any direct or indirect payment or contribution by any Loan Party for the acquisition of all or any substantial part of the assets, business or property of such Person (or of any division, operating unit or business line of such Person); and (d) any direct or indirect loan, advance (other than advances to employees in the ordinary course of business that are expressly permitted hereunder) or capital contributions by any Loan Party to any other Person, including all Indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all permitted additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“Issuer” means the issuer of any Investment Property.

“Key Person” means Daniel Strauss.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, encumbrance, easement, lien (statutory or other), security interest or other security arrangement and any other preference, priority, or preferential arrangement in the nature of a security interest of any kind or nature whatsoever, including any conditional sale contract or other title-retention agreement.

“Loan Documents” means this Agreement and any other ancillary documentation which is required to be or is otherwise executed by any Loan Party and delivered to the Lender in connection with this Agreement or any of the documents listed above (including any amendments or modifications to any of the documents listed above).

“Loan Party” means, the Borrower and each Guarantor.

“Material Adverse Effect” shall mean any change, event, occurrence, effect or condition that (a) could reasonably be expected to prevent or materially impair or delay the performance by any Loan Party of any of its material obligations under this Agreement or (b) could reasonably be expected to have a materially adverse effect on (i) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party, or (ii) the business, assets, liabilities or the financial condition of the Loan Parties and their Subsidiaries, taken as a whole.

“Maturity Date” means September 25, 2030, or such earlier date on which the repayment of the Term Loan and the other Obligations has been accelerated as provided in Section 8.

“Obligations” means all unpaid principal of, and accrued and unpaid interest due on, the Term Loan and all other obligations, interest (including at the Default Rate, if any, payable in cash or in kind), fees, charges, indemnities and expenses payable by any Loan Party to the Lender arising under or in connection with this Agreement.

“Order” shall mean any order, writ, assessment, decision, injunction, decree, ruling, or judgment of a Governmental Authority or arbitrator, whether temporary, preliminary, or permanent.

“Person” means any natural person, corporation, division of a corporation, limited liability company, partnership, trust, joint venture, association, company, estate, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Equity Period” means the period during which Lender or its Affiliates continues to (a) own any Preferred Stock purchased by Lender under the Stock Purchase Agreement or (b) have the right to purchase additional Remaining Securities pursuant to the Stock Purchase Agreement.

“Preferred Equity Approved Transaction” means, during the Preferred Equity Period, any action or transaction (a) that has been approved by an affirmative vote of the requisite holders of Preferred Stock in accordance with Section 8 of the Certificate of Designation, (b) that becomes an Approved Transaction in accordance with Section 3.1 of the Stock Purchase Agreement, (c) with respect to which the holders of Preferred Stock have received notice pursuant to Section 3.1 of the Stock Purchase Agreement and elected to abstain placing a vote thereunder or (d) that is required or contemplated to be taken by the Stock Purchase Agreement or the Certificate of Designation.

“Related Party” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, advisors and representatives of such Person and such Person’s Affiliates.

“Responsible Officer” means, with respect to any Person, its Chairman, Chief Executive Officer, President, Chief Financial Officer or Chief Operating Officer.

“Securities Act” means the Securities of Act of 1933, as amended.

“Solvent” means, with respect to any Person on any date of determination, that on such date (a) the fair value of the property (for the voidance of doubt, calculated to include goodwill and other intangibles) of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in business or a transaction, and does not intend to engage in business or a transactions, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can be reasonably expected to become an actual or matured liability.

“Stock Purchase Agreement” means that certain Stock Purchase Agreement dated as of the Closing Date between the Borrower, as seller thereunder, and the Lender, as buyer (in such capacity thereunder, the “Buyer”).

“Subsidiary” means (a) any Person of which at least a majority of the outstanding equity interests having by the terms their of ordinary voting power to elect a majority of the board of directors, manager or other governing body of such Person (irrespective of whether or not at the time equity interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by (i) another Person, (ii) one or more of such other Person’s Subsidiaries, or (iii) collectively, such other Person and one or more of such other Person’s Subsidiaries, and (b) any partnership of which such other Person or any of such other Person’s Subsidiaries is a general partner. Unless otherwise indicated herein, each reference to the term Subsidiary means a Subsidiary of the Borrower.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of any Applicable Law, any of the attachment, perfection or priority of the Borrower’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions.

[Signature page follows]

IN WITNESS WHEREOF, each of the undersigned have caused this Agreement to be executed as of the date first written above.

	LENDER:

	TACORA CAPITAL, LP

	By:	/s/ Keri Findley
	Name:	Keri Findley
	Title:	Authorized Signatory

	BORROWER:

	GlassBridge Enterprises, Inc., a Delaware corporation

	By:	/s/ Daniel A. Strauss
	Name:	Daniel A. Strauss
	Title:	Chief Executive Officer

	GUARANTORS:

	GlassBridge Arrive Investor, LLC, a Delaware limited liability company

	By:	/s/ Daniel A. Strauss
	Name:	Daniel A. Strauss
	Title:	President

	GlassBridge Athlete, LLC, a Delaware limited liability company

	By:	/s/ Daniel A. Strauss
	Name:	Daniel A. Strauss
	Title:	President

	GlassBridge Capital, LLC, a Delaware limited liability company

	By:	/s/ Daniel A. Strauss
	Name:	Daniel A. Strauss
	Title:	President

Signature Page to Term Loan and Security Agreement

	GlassBridge Investments Management, LLC, a Delaware limited liability company

	By:	/s/ Daniel A. Strauss
	Name:	Daniel A. Strauss
	Title:	President

	Memorex Products Inc., a California corporation

	By:	/s/ Daniel A. Strauss
	Name:	Daniel A. Strauss
	Title:	Chief Executive Officer

	NXSN Acquisition Corp., a Delaware corporation

	By:	/s/ Daniel A. Strauss
	Name:	Daniel A. Strauss
	Title:	President

Signature Page to Term Loan and Security Agreement

ANNEX A

DESCRIPTION OF COLLATERAL

Definitions:

“Collateral” shall mean:

(a) All Accounts (together with all guaranties thereof and security therefor, all rights of stoppage in transit, replevin and reclamation and all rights as an unpaid vendor);

(b) All Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper);

(d) All Deposit Accounts;

(e) All Documents;

(f) All Fixtures;

(g) All General Intangibles (including all Intellectual Property Collateral);

(h) All Goods (including all Inventory and all Equipment), together with all accessions, additions, attachments, improvements, substitutions, and replacements thereto and therefor;

(i) All Instruments, all tax refunds, all tax refund claims and all other rights and claims to payment (together with all guaranties thereof and security therefor);

(j) All Investment Property (including all equity and stock interests);

(k) All Letter-of-Credit Rights and all Letters of Credit;

(l) All Money (of every jurisdiction whatsoever);

(m) All insurance policies (including casualty and hazard insurance and right as loss payee or endorsee thereof);

(n) All Supporting Obligations and all security interests and all other liens securing rights to payment or performance, all leases and all rights of setoff;

(o) All books, correspondence, records, writings, databases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the Collateral; and

(p) All Proceeds and all products of, and all rights associated with, the foregoing and, to the extent not otherwise included, (A) all payments under insurance (whether or not the Borrower is the loss payee thereof), and (B) rights acquired by reason of condemnation or exercise of the power of eminent domain.

A-1

Notwithstanding the foregoing, “Collateral” shall not include any Excluded Property.

“Excluded Property” means collectively, (i) any permit, license or agreement entered into by any Loan Party (A) to the extent that any such permit, license or agreement or any law applicable thereto prohibits the creation of a Lien thereon, but only to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Applicable Law or (B) to the extent that the creation of a Lien in favor of the Lender would result in a breach or termination pursuant to the terms of or a default under any such permit, license or agreement (other than to the extent that any such term would be rendered ineffective pursuant to the Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or any other Applicable Law (including the Bankruptcy Code) or principles of equity), (ii) property owned by any Loan Party that is subject to a purchase money Lien or leased by any Loan Party that is subject to a Capital Lease, in each case, permitted under the Credit Agreement if the agreement pursuant to which such Lien is granted (or in the document providing for such capital lease) prohibits or requires the consent of any Person other than a Loan Party or one of its Affiliates which has not been obtained as a condition to the creation of any other Lien on such property, but only to the extent, and for as long as, such prohibition or requirement of consent is not terminated or rendered unenforceable or otherwise deemed ineffective by any Applicable Law, (iii) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed), (iv) voting capital stock in a Foreign Subsidiary in excess of 65% of the total voting equity interest in such Subsidiary unless and to the extent that the pledge of greater than 65% of the voting capital stock of such Foreign Subsidiary would not cause any materially adverse tax consequences to any other Loan Party, (v) any leaseholds of real property, and (vi) any Excluded Accounts; provided, however, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

A-2

Exhibit 10.3

REDEMPTION AGREEMENT

Redemption Agreement effective as of September 25, 2023 (this “Agreement”) by and between the undersigned sellers (each, a “Seller”, and, collectively, the “Sellers”) and GlassBridge Enterprises, Inc., a Delaware corporation (the “Company”).

WHEREAS, each Seller is the owner of the number of shares of Common Stock, par value $0.01(the “Shares”), of the Company set forth opposite his or its name on Exhibit A; and

WHEREAS, the Company desires to purchase the Shares from the Sellers and the Sellers desire to sell the Shares to the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, each Seller hereby sells, assigns, transfers and delivers to the Company, and the Company hereby purchases from each Seller, the Shares for and in consideration of the Purchase Price (as defined below). The purchase and sale of the Shares and the consummation of the transactions contemplated under this Agreement (collectively, the “Closing”) shall take place on the date hereof concurrently with the execution of this Agreement.

2. Purchase Price and Payment. The purchase price (the “Purchase Price”) to be paid by the Company for the Shares shall equal One Million Two Hundred Fifty Thousand Dollars ($1,250,000) for all of the Shares, for an aggregate amount payable to each Seller as set forth on Exhibit A.

3. Closing Deliveries.

(a) Seller Deliveries. At the Closing, each Seller will deliver to the Company (i) this Agreement, duly executed by such Seller; (ii) the Shares owned by each Seller, by electronic delivery to an account designated by the Company; and (iii) such other documents as the Company shall reasonably request.

(b) Company Deliveries. At the Closing, the Company will deliver to each Seller (i) this Agreement, duly signed by the Company; (ii) the Purchase Price payable to each such Seller, by wire transfer of immediately available funds in U.S. Dollars, to an account designated by such Seller; and (iii) such other documents as the Sellers shall reasonably request.

4. Representations and Warranties, Acknowledgments and Waivers of the Sellers.

(a) Representations and Warranties. Each Seller, jointly and severally, hereby represents and warrants to the Company that the following statements are true and correct as of the date hereof:

(i) Such Seller is the sole lawful beneficial owner of, and has good and marketable title to, the number of Shares set forth opposite his or its name on Exhibit A, free and clear of all pledges, liens, security interests, encumbrances, claims and other charges of any kind or nature whatsoever (other than restrictions on transfer under applicable federal and state securities laws). Such Seller has not offered to any other person or entity any right to purchase or acquire any such Shares or any interest therein. The execution and delivery of this Agreement by such Seller and the Company will be effective to transfer to the Company good and valid title to such Seller’s shares, free and clear of any pledge, lien, security interest, encumbrance, claim or other charge of any kind or nature whatsoever (other than restrictions on transfer under applicable federal and state securities laws).

(ii) Such Seller has all requisite power and authority to execute and deliver this Agreement and perform all of his or its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by or on behalf of such Seller and, assuming the due execution and delivery of this Agreement by the Company, constitutes the valid and legally binding obligations of such Seller enforceable against him or it in accordance with its terms, except to the extent that enforceability may be limited by the (a) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (b) applicable equitable principles (whether considered in a proceeding at law or in equity).

(iii) The execution and delivery of this Agreement by such Seller and the consummation of the transactions contemplated hereby do not and will not (whether with or without the giving of notice or the passage of time, or both) (A) violate, conflict with, result in the breach or termination of any material agreement, covenant, understanding or other instrument or obligation to which such Seller is a party or by which such Seller or any of his or its properties or assets are bound or affected; or (B) violate any law order, writ, injunction, judgment or decree of any court, administrative agency or governmental body binding upon such Seller.

(iv) No consent, approval or authorization of any person or entity on the part of such Seller is required in connection with execution or delivery of this Agreement or the consummation of the transactions contemplated hereby. No declaration or filing with any governmental authority or other person or entity on the part of such Seller is required in connection with execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, other than customary filings under the Securities Exchange Act of 1934, as amended, which the Sellers covenant and agree to file in a timely manner.

(v) Such Seller has entered into this Agreement and agrees to consummate the transactions contemplated hereby notwithstanding that he or it is aware that there may exist a disparity in views and information between such Seller and the Company and its affiliates, including without limitation with respect to current and/or future valuations, business plans, operations, transactions and/or cash flows of the Company and its subsidiaries. Such Seller confirms and acknowledges that the existence of such a disparity in information is not material to his or its determination to enter into this Agreement and to consummate the transactions contemplated hereby.

(vi) Such Seller (A) is a highly experienced, sophisticated and knowledgeable investor with respect to the Shares, (B) has independently and without reliance upon the Company or any of its affiliates or representative and based on such information as such Seller has deemed appropriate in his or its independent judgment made his or its own analysis and decision to enter into this Agreement and to consummate the transactions contemplated hereby, (C) understands the disadvantages to which he or it may be subject on account of the disparity of information between such Seller and the Company and its affiliates, (D) is able to make determinations with respect matters related to the valuation and sale or surrender of the Shares based upon such Seller’s own analysis as informed by the sophisticated advice and abilities of his or its advisers, and (E) is not relying on any representations or warranties by the Company or its affiliates or representative other than those representations expressly set forth in Section 5.

(vii) To the actual knowledge of Seller, no event has occurred or circumstance exists that is reasonably likely to give rise to the commencement of any Third Party Claims described in the foregoing sentence.

(b) Acknowledgements. Each Seller hereby acknowledges and agrees that (i) such Seller is solely responsible for obtaining such legal advice, including tax advice, as such Seller considers necessary and appropriate in connection with the execution and delivery of this Agreement and consummation of the transactions contemplated hereby; and (ii) that the Company is relying on the representations and warranties of such Seller set forth in Section 4(a) and would not enter into this Agreement or consummate the transactions contemplated hereby without such representations and warranties, including in particular the representations and warranties set forth in Sections 4(a)(v) and (vi).

(c) Waiver. Each Seller, for himself or itself and, as applicable, his heirs, representatives and assigns, hereby (i) fully and irrevocably waives any and all rights, remedies and claims such Seller would or could have, or may hereafter have, against the Company and/or any of its affiliates or subsidiaries or any of their respective officers, directors, members, partners, agents, employees or advisors (the “Company Parties”) arising out of or relating to the existence, materiality or substance of any disparity in information about the Company and/or any of its affiliates or subsidiaries, on the one hand, and such Seller, on the other; and (ii) forever releases, discharges and dismisses any and all claims, rights, causes of action, suits, obligations, debts, demands, arrangements, promises, liabilities, controversies, costs, expenses, fees or damages of any kind, whether known or unknown, accrued or not accrued, foreseen or unforeseen or matured or not matured (collectively, “Claims”), that such Seller ever had, now has, can have, or shall or may hereafter have (including, but not limited to, any and all claims alleging violations of U.S. federal or state securities laws, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively, representatively or in any other capacity, against the Company Parties that, directly or indirectly, are based upon, arise from or in any way relate to the existence, materiality or substance of any disparity in information about the Company and/or any of its affiliates or subsidiaries as between the Company Parties and such Seller, in each case except for common law fraud with respect to the Company’s representations and warranties expressly set forth in Section 5.

5. Representations and Warranties of the Company. The Company hereby represents and warrants to each Seller that the following statements are true and correct as of the date hereof:

(a) Power and Authority; Due Execution; Binding Obligation. The Company has all requisite power and authority to execute and deliver this Agreement and perform all of its obligations thereunder and to consummate the transactions contemplated thereby. This Agreement has been duly executed by or on behalf of the Company and, assuming the due execution and delivery of this Agreement by each Seller, constitutes the valid and legally binding obligations of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by the (a) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (b) applicable equitable principles (whether considered in a proceeding at law or in equity).

(b) No Contravention. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and will not (whether with or without the giving of notice or the passage of time, or both) (i) violate, conflict with, result in the breach or termination of any material agreement, covenant, understanding or other instrument or obligation to which the Company is a party or by which the Company or any of its properties or assets are bound or affected; or (ii) violate any law order, writ, injunction, judgment or decree of any court, administrative agency or governmental body binding upon the Company.

(c) No Consent. No consent, approval or authorization of or declaration or filing with any governmental authority or other person or entity on the part of the Company is required in connection with execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, other than customary filings under the Securities Exchange Act of 1934, as amended.

(d) Solvency. The Company has adequate assets to pay the Purchase Price. Immediately after giving effect to the transactions contemplated by this Agreement, the Company shall be solvent and shall: (i) be able to pay its debts as they become due; (ii) own property that has a present fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (iii) not have an unreasonably small amount of capital to carry on its business. In connection with the transactions contemplated by this Agreement, the Company has not incurred, and has no current plans to incur, debts beyond its ability to pay as they become absolute and matured.

(e) No Third Party Claims. Except for the litigation involving Cypress Holdings, III, L.P, there are presently no Claims asserted, of which the Company has received notice, by one or more third parties (“Third Party Claims”) that are pending, or to the Company’s actual knowledge, threatened against, a Company Releasing Party for which they may have Claims against a Seller Released Party.

(f) Acknowledgements. Notwithstanding anything to the contrary in this Agreement, the Company acknowledges that no Seller makes any representation or warranty in any provision of this Agreement or otherwise, other than those representations and warranties expressly set forth in Section 4, and the Company has not relied on any information provided by any Seller or any of his or its affiliates or their respective representatives in connection with entry into this Agreement or the purchase of the Shares, other than as otherwise expressly set forth in Section 4 hereto.

6. Survival of Representations and Warranties. All representations and warranties of each Seller and the Company shall survive the execution and delivery of this Agreement and the Closing.

7. Release.

(a) Release by Sellers. Effective as of the Closing, each undersigned Seller, on behalf of himself or itself and, as applicable, his heirs and assigns (each, a “Seller Releasing Party”), does hereby expressly remise, release and forever discharge the Company and each of its affiliates and subsidiaries and each of the direct and indirect equity owners, officers, directors, employees, agents and control persons of each of the foregoing entities (each, a “Company Released Party”) from any and all claims, rights, causes of action, suits, obligations, debts, demands, arrangements, promises, liabilities, controversies, costs, expenses, fees or damages of any kind, whether known or unknown, accrued or not accrued, foreseen or unforeseen or matured or not matured (collectively, “Claims”) (including for breach of fiduciary duty or usurpation of corporate opportunity) any Seller Releasing Party ever had, now has or hereafter may have against any Company Released Party upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the date hereof including with respect to a pending litigation in which Cypress Holdings, III, L.P. is the plaintiff and the Company and the Sellers are co-defendants, other than any rights and obligations of such Seller under this Agreement.

(b) Release by Company. Effective as of the Closing, the Company on behalf of itself and, as applicable, its assigns (each, a “Company Releasing Party”), does hereby expressly remise, release and forever discharge each Seller and each of his or its affiliates and subsidiaries and each of the direct and indirect equity owners, officers, directors, employees, agents and control persons of each of the foregoing entities (each, a “Seller Released Party”) from any and all Claims any Company Releasing Party ever had, now has or hereafter may have against any Seller Released Party upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the date hereof in all such cases to the extent arising from or relating to Seller being a stockholder or authorized representative (including as a finder) of the Company acting within the scope of authority granted by the Company, including with respect to a pending litigation in which Cypress Holdings, III, L.P. is the plaintiff and the Company and the Sellers are co-defendants, but other than any rights and obligations of the Company under this Agreement. Notwithstanding the foregoing, the aforesaid release does not encompass any Claims asserted by one or more third parties against a Company Releasing Party for which they may have Claims against a Seller Released Party, other than Claims in the pending litigation involving Cypress Holdings, III, L.P. and other than Claims by stockholders of the Company with regard to the Company’s purchase of the Shares hereunder.

(i) Company agrees to defend, indemnify and hold each Seller Released Party harmless from and against any and all damages which are sustained or suffered by any Seller Released Party arising from or related to any liability (contingent or otherwise) which arise out of or relating to (i) any breach by the Company of any warranty or representation made by the Company herein, (ii) any failure by the Company to satisfy any of the Company’s obligations, covenants or agreements set forth in this Agreement, (iii) the Company’s purchase of the Shares hereunder, and (iv) any actions, claims, suits, demands, damages, losses, costs and legal and other expenses (including without limitation reasonable attorneys’ fees) incident to any of the foregoing.

(ii) The Sellers, jointly and severally, agree to defend, indemnify and hold Company Released Parties harmless from and against any and all damages which are sustained or suffered by any Company Released Party arising from or related to any liability (contingent or otherwise) which arise out of or relating to (i) any breach by a Seller of any warranty or representation made by such Seller herein, (ii) any failure by a Seller to satisfy any of such Seller’s obligations, covenants or agreements set forth in this Agreement, and (iii) any actions, claims, suits, demands, damages, losses, costs and legal and other expenses (including without limitation reasonable attorneys’ fees) incident to any of the foregoing.

8. Confidentiality. Each Seller agrees that, notwithstanding the consummation of the transactions contemplated hereby, such Seller shall hold, and shall cause his or its affiliates to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, any reports, financial statements, budgets or other information acquired by such Seller from the Company or its affiliates (“Confidential Information”) at any time prior to the date hereof, except to the extent that such Confidential Information has been or has become generally available to the public other than as a result of disclosure by any Seller or its affiliate; provided, however, such Seller shall use, and shall cause his or its affiliates to use, commercially reasonable efforts to give the Company prior notice of any disclosure compelled by judicial or administrative process or by other requirements of law in sufficient time to enable the Company to protect any such information. Notwithstanding the foregoing, nothing contained in this Section 8 shall preclude the disclosure of Confidential Information, on the condition that he remain confidential, to such Seller’s auditors, attorneys, and other professional advisors in connection with the performance of their duties; provided that such Seller has informed the person to whom such disclosure is made of the confidential nature of the information being disclosed and the obligation to keep such information confidential and such person has agreed to maintain such confidentiality.

9. Assignment; Successors and Assigns. No Seller, on the one hand, or the Company, on the other hand, may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. The terms of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their personal representatives, administrators, executors, heirs, successors and permitted assigns.

10. Resolution of Disputes. Any controversy or claim arising out of or relating to this Agreement, or the negotiation or breach thereof, shall be brought in the state or federal courts sitting in New York County, and the parties hereby waive any claim or defense that such forum in inconvenient or otherwise improper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any matter authorized by New York law. In the event that any action, suit or other proceeding is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to recover from the other party or parties reasonable attorneys’ fees and disbursements.

11. Further Assurances. Each Seller, on the one hand, and the Company, on the other hand, agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of and effectuating the transactions contemplated by this Agreement.

12. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law.

13. Entire Agreement; Severability; Amendments; Execution in Counterparts. This Agreement contains, and is intended as, a complete and exclusive statement of all the terms of the agreement among the parties with respect to its subject matter hereof and supersedes any and all prior agreements, arrangements and understandings between the parties with respect to the matters provided for herein. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect; and any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing, and signed by the parties hereto or a duly authorized representative thereof. This Agreement may be executed in one or more counterparts and in DocuSign, by pdf or other electronic format, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the day and year first above written.

	The Company:

	GLASSBRIDGE ENTERPRISES, INC.

	By:	/s/ Daniel Strauss
	Name:	Daniel Strauss
	Title:	Chief Executive Officer

Signature Page to Redemption Agreement

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the day and year first above written.

	Sellers:

	CLINTON SPECIAL OPPORTUNITY FUND

	By:	/s/ George Hall
	Name:	George Hall
	Title:	Manager

	GEH Capital (held At Equiniti)

	By:	/s/ George Hall
	Name:	George Hall
	Title:	Manager

	GEH CAPITAL (held at Deutsch Bank)

	By:	/s/ George Hall
	Name:	George Hall
	Title:	Manager

	CLINTON GROUP INC. (held at Deutsch Bank)

	By:	/s/ George Hall
	Name:	George Hall
	Title:	CEO

Signature Page to Redemption Agreement

Exhibit A

Sellers

Name and Address	Number of Shares		Purchase Price
Clinton Special Opportunity Fund (held at Equiniti)		1,063	$	175,343
GEH Capital (held at Equiniti)		6,250	$	1,030,945
GEH Capital (held at Deutsch Bank)		232	$	38,269
Clinton Group Inc. (held at Deutsch Bank)		33	$	5,443
Total		7,578	$	1,250,000

Exhibit A

Exhibit 10.4

WARRANT TERMINATION AGREEMENT

THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of this 22nd day of September, 2023, by and between GlassBridge Enterprises, Inc., a Delaware corporation (the “Company”), and Gazellek Holdings I, LLC (“GHI”).

WHEREAS, on August 2, 2021, the Company issued to GHI a warrant to purchase 5.2% of the shares of the Company’s common stock, par value $0.01 per share, on a fully diluted basis;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. Termination of the Warrant. As of the date hereof, the warrant, dated August 2, 2021, issued to GHI to purchase 5.2% of the shares of the Company’s common stock, par value $0.01 per share, on a fully diluted basis (the “Warrant”), is hereby canceled and terminated and is null and void and of no further effect. The parties hereto agree that no provision of the Warrant shall survive termination and no party hereto shall hereafter have any liabilities, rights, duties or obligations to the other party under or in connection with such Warrant.

2. Right to Enforce. The parties hereto shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the parties hereto may have for a breach of this Agreement.

3. Governing Law; Consent to Jurisdiction. All questions concerning the construction, interpretation and validity of this Agreement, and all matters relating hereto, shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby.

4. Binding Effect; Inurement. GHI agrees that this Agreement shall be binding on it and its successors and assigns.

5. Counterparts. This Agreement may be executed in two counterparts, which taken together shall constitute one instrument. Signed facsimile counterparts to this Agreement or signed counterparts delivered in .pdf or other electronic format shall be acceptable and binding and treated in all respects as having the same effect as an original signature.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 22nd day of September, 2023.

	GLASSBRIDGE ENTERPRISES, INC.

	By:	/s/ Daniel Strauss
	Name:	Daniel Strauss
	Title:	Chief Executive Officer

	GAZELLEK HOLDINGS I, LLC

	By:	/s/ Josh Koplewicz
	Name:	Josh Koplewicz
	Title:	Authorized Signatory

Exhibit 10.5

Execution Version

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September 25, 2023 between GlassBridge Enterprises, Inc., a Delaware corporation (the “Company”), and Keri Findley (“Indemnitee”). All capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Section 13.

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) requires indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and

WHEREAS, Indemnitee has certain rights to indemnification and/or insurance provided by Tacora Capital, LP which Indemnitee and Tacora Capital, LP intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the courts located in New York City in the State of New York shall determine that such indemnification may be made.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d) Indemnification of Appointing Stockholder. The parties acknowledge that Indemnitee is affiliated with Tacora Capital, LP (“Appointing Stockholder”). If Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s position as a stockholder of, or lender to, the Company, or Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The rights provided to Appointing Stockholder under this Section 1(d) shall (i) be suspended during any period during which Appointing Stockholder does not have a representative on the Company’s Board, and (ii) terminate at such time that Appointing Stockholder no longer has the right to appoint any person to serve on the Board; provided, however, that in the event of any such suspension or termination, Appointing Stockholder’s rights to indemnification will not be suspended or terminated with respect to any Proceeding based in whole or in part on facts and circumstances occurring at any time prior to such suspension or termination regardless of whether the Proceeding arises before or after such suspension or termination. The Company and Indemnitee agree that Appointing Stockholder is an express third party beneficiary of the terms of this Section 1(d).

2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within 30 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b) Upon the written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board (i) by a majority vote of the disinterested directors, even though less than a quorum, (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (iii) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) if so directed by the Board, by the stockholders of the Company. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the courts located in the State of New York or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60 day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 10 days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of New York, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within 10 days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by Appointing Stockholder (or its Affiliate(s)) and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8(c).

(d) Except as provided in paragraph (c) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e) Except as provided in paragraph (c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(f) Except as provided in paragraph (c) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9. Exceptions to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, and (iii) any “insured vs. insured” exclusions, exceptions or similar denials of coverage for a claim made under the applicable insurance policies (if any) have been waived in writing by the insurance company for any Proceeding set forth in this Section 9(c).

10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

12. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting Indemnitee’s rights to receive advancement of expenses under this Agreement.

13. Definitions. For purposes of this Agreement:

(a) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

(d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of Indemnitee’s Corporate Status, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting in Indemnitee’s Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitee’s rights under this Agreement.

14. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a) To Indemnitee at the address set forth below Indemnitee signature hereto.

(b) To the Company at:

GlassBridge Enterprises, Inc.

18 East 50th Street, Floor 7

New York, New York 10022

Attention: Daniel Strauss

Telephone: (212) 220-3300

E-mail: dstrauss@glassbridge.com

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Lloyd Rothenberg

Telephone: (212) 407-4937

E-mail: lrothenberg@loeb.com

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

20. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the courts located in New York City in the State of New York (the “New York Courts”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the New York Courts for purposes of any action or proceeding arising out of or in connection with this Agreement, (iv) waive any objection to the laying of venue of any such action or proceeding in the New York Courts, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Courts has been brought in an improper or inconvenient forum.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

	COMPANY

	By:	/s/ Daniel Strauss
	Name:	Daniel Strauss
	Title:	Chief Executive Officer

	INDEMNITEE

		/s/ Keri Findley
	Name:	Keri Findley

	Address:

EXHIBIT 10.6

Execution Version

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September 25, 2023 between GlassBridge Enterprises, Inc., a Delaware corporation (the “Company”), and Claire Councill (“Indemnitee”). All capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Section 13.

WITNESSETH THAT:

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:

3. Contribution.

7. Remedies of Indemnitee.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

12. Enforcement.

13. Definitions. For purposes of this Agreement:

(b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(a) To Indemnitee at the address set forth below Indemnitee signature hereto.

(b) To the Company at:

GlassBridge Enterprises, Inc.

18 East 50th Street, Floor 7

New York, New York 10022

Attention: Daniel Strauss

Telephone: (212) 220-3300

E-mail: dstrauss@glassbridge.com

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Lloyd Rothenberg

Telephone: (212) 407-4937

E-mail: lrothenberg@loeb.com

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

	COMPANY

	By:	/s/ Daniel Strauss
	Name	: Daniel Strauss
	Title:	Chief Executive Officer

	INDEMNITEE

		/s/ Claire Councill
	Name:	Claire Councill

	Address:

Exhibit 10.7

GLASSBRIDGE ENTERPRISES, INC.

EQUITY INCENTIVE PLAN

Article I

PURPOSE

The purpose of this GlassBridge Enterprises, Inc. Equity Incentive Plan (the “Plan”) is to benefit GlassBridge Enterprises, Inc., a Delaware corporation (the “Company”) and its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the foregoing.

Article II

DEFINITIONS

The following definitions shall be applicable throughout the Plan unless the context otherwise requires:

2.1 “Affiliate” shall mean (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise..

2.2 “Award” shall mean, individually or collectively, any Option, Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award, Performance Unit Award, Stock Appreciation Right, Distribution Equivalent Right or Unrestricted Stock Award.

2.3 “Award Agreement” shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth the terms and conditions of the Award, as amended.

2.4 “Board” shall mean the Board of Directors of the Company.

2.5 “Base Value” shall have the meaning given to such term in Section 14.2.

2.6 “Cause” shall mean (i) if the Holder is a party to an employment or service agreement with the Company or an Affiliate which agreement defines “Cause” (or a similar term), “Cause” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Cause” shall mean termination by the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason of the Holder’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the performance of the Holder’s duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate, (D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or (G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination of which shall be final, conclusive and binding on all parties.

2.7 “Change of Control” shall mean, except as otherwise provided in an Award Agreement, (i) for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement defines “Change of Control” (or a similar term), “Change of Control” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Change of Control” shall mean the satisfaction of any one or more of the following conditions (and the “Change of Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied):

(a) Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”), other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;

(b) The closing of a merger, consolidation or other business combination (a “Business Combination”) other than a Business Combination in which holders of the Shares immediately prior to the Business Combination have substantially the same proportionate ownership of the common stock or ordinary shares, as applicable, of the surviving corporation immediately after the Business Combination as immediately before;

(c) The closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that is not an Affiliate;

(d) The approval by the holders of shares of Shares of a plan of complete liquidation of the Company, other than a merger of the Company into any subsidiary or a liquidation as a result of which persons who were stockholders of the Company immediately prior to such liquidation have substantially the same proportionate ownership of shares of common stock or ordinary shares, as applicable, of the surviving corporation immediately after such liquidation as immediately before; or

(e) Within any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes of this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or “group” other than the Board (including, but not limited to, any such assumption that results from paragraphs (a), (b), (c), or (d) of this definition).

Notwithstanding the foregoing, solely for the purpose of determining the timing of any payments pursuant to any Award constituting a “deferral of compensation” subject to Code Section 409A, a Change of Control shall be limited to a “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the assets of the Company” as such terms are defined in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations.

2.8 “Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

2.9 “Committee” shall mean a committee comprised of two (2) or more members of the Board who are selected by the Board as provided in Section 4.1.

2.10 “Company” shall have the meaning given to such term in the introductory paragraph, including any successor thereto.

2.11 “Consultant” shall mean any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.

2.12 “Director” shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.

2.13 “Distribution Equivalent Right” shall mean an Award granted under Article XIII of the Plan which entitles the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the period the Holder held the Distribution Equivalent Right.

2.14 “Distribution Equivalent Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Distribution Equivalent Right Award.

2.15 “Effective Date” shall mean September 22, 2023.

2.16 “Employee” shall mean any employee, including any officer, of the Company or an Affiliate.

2.17 “Exchange Act” shall mean the United States of America Securities Exchange Act of 1934, as amended.

2.18 “Fair Market Value” shall mean, as of any date, the value of a share of Stock determined as follows:

(a) If the Stock is listed on any established stock exchange or a national market system, the per share closing sales price for shares of Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b) If the Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a share of Stock will be the mean between the high bid and low asked per share prices for the Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(c) In the absence of an established market for the Stock, the Fair Market Value will be determined in good faith by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose).

(d) Notwithstanding the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409A of the Code to the extent necessary for an Award to comply with, or be exempt from, Section 409A of the Code.

2.19 “Family Member” of an individual shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more than fifty percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets, and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.

2.20 “Holder” shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative, who has acquired such Award in accordance with the terms of the Plan, as applicable.

2.21 “Incentive Stock Option” shall mean an Option which is designated by the Committee as an “incentive stock option” and conforms to the applicable provisions of Section 422 of the Code.

2.22 “Incumbent Director” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether or not a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period.

2.23 “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan. The Committee may utilize one or more Independent Third Parties.

2.24 “Non-qualified Stock Option” shall mean an Option which is not designated by the Committee as an Incentive Stock Option.

2.25 “Option” shall mean an Award granted under Article VII of the Plan of an option to purchase Shares and shall include both Incentive Stock Options and Non-qualified Stock Options.

2.26 “Option Agreement” shall mean a written agreement between the Company and a Holder with respect to an Option.

2.27 “Performance Criteria” shall mean the criteria selected by the Committee for purposes of establishing the Performance Goal(s) for a Holder for a Performance Period.

2.28 “Performance Goals” shall mean, for a Performance Period, the written goal or goals established by the Committee for the Performance Period based upon the Performance Criteria, which may be related to the performance of the Holder, the Company or an Affiliate.

2.29 “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, selected by the Committee, over which the attainment of the Performance Goals shall be measured for purposes of determining a Holder’s right to, and the payment of, a Performance Stock Award or a Performance Unit Award.

2.30 “Performance Stock Award” or “Performance Stock” shall mean an Award granted under Article XII of the Plan under which, upon the satisfaction of predetermined Performance Goals, Shares are paid to the Holder.

2.31 “Performance Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Stock Award.

2.32 “Performance Unit Award” or “Performance Unit” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined Performance Goals, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.

2.33 “Performance Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit Award.

2.34 “Plan” shall mean this GlassBridge Enterprises, Inc. 2023 Equity Incentive Plan, as amended from time to time, together with each of the Award Agreements utilized hereunder.

2.35 “Restricted Stock Award” and “Restricted Stock” shall mean an Award granted under Article VIII of the Plan of Shares, the transferability of which by the Holder is subject to Restrictions.

2.36 “Restricted Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.

2.37 “Restricted Stock Unit Award” and “RSUs” shall refer to an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined individual service-related vesting requirements, a payment in cash or Shares shall be made to the Holder, based on the number of Units awarded to the Holder.

2.38 “Restricted Stock Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.

2.39 “Restriction Period” shall mean the period of time for which Shares subject to a Restricted Stock Award shall be subject to Restrictions, as set forth in the applicable Restricted Stock Agreement.

2.40 “Restrictions” shall mean the forfeiture, transfer and/or other restrictions applicable to Shares awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Agreement.

2.41 “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.

2.42 “Shares” or “Stock” shall mean the common stock of the Company, par value $0.01 per share.

2.43 “Stock Appreciation Right” or “SAR” shall mean an Award granted under Article XIV of the Plan of a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date of exercise.

2.44 “Stock Appreciation Right Agreement” shall mean a written agreement between the Company and a Holder with respect to a Stock Appreciation Right.

2.45 “Tandem Stock Appreciation Right” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of some or all of which results in termination of the entitlement to purchase some or all of the Shares under the related Option, all as set forth in Article XIV.

2.46 “Ten Percent Stockholder” shall mean an Employee who, at the time an Option is granted to him or her, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.

2.47 “Termination of Service” shall mean a termination of a Holder’s employment with, or status as a Director or Consultant of, the Company or an Affiliate, as applicable, for any reason, including, without limitation, Total and Permanent Disability or death, except as provided in Section 6.4. In the event Termination of Service shall constitute a payment event with respect to any Award subject to Code Section 409A, Termination of Service shall only be deemed to occur upon a “separation from service” as such term is defined under Code Section 409A and applicable authorities.

2.48 “Total and Permanent Disability” of an individual shall mean the inability of such individual to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, within the meaning of Section 22(e)(3) of the Code.

2.49 “Unit” shall mean a bookkeeping unit, which represents such monetary amount as shall be designated by the Committee in each Performance Unit Agreement, or represents one Share for purposes of each Restricted Stock Unit Award.

2.50 “Unrestricted Stock Award” shall mean an Award granted under Article IX of the Plan of Shares which are not subject to Restrictions.

2.51 “Unrestricted Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock Award.

Article III

EFFECTIVE DATE OF PLAN

The Plan shall be effective as of the Effective Date, provided that the Plan is approved by the stockholders of the Company within twelve (12) months of such date.

Article IV

ADMINISTRATION

4.1 Composition of Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. If necessary, in the Board’s discretion, to comply with Rule 16b-3 under the Exchange Act or relevant securities exchange or inter-dealer quotation service, the Committee shall consist solely of two (2) or more Directors who are each (i) “non-employee directors” within the meaning of Rule 16b-3 and (ii) “independent” for purposes of any applicable listing requirements;. If a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority hereunder with respect to his or her own Award.

4.2 Powers. Subject to the other provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations under the Plan, including but not limited to (i) determining which Employees, Directors or Consultants shall receive an Award, (ii) the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by the Committee), (iii) what type of Award shall be granted, (iv) the term of an Award, (v) the date or dates on which an Award vests, (vi) the form of any payment to be made pursuant to an Award, (vii) the terms and conditions of an Award (including the forfeiture of the Award, and/or any financial gain, if the Holder of the Award violates any applicable restrictive covenant thereof), (viii) the Restrictions under a Restricted Stock Award, (ix) the number of Shares which may be issued under an Award, (x) Performance Goals applicable to any Award and certification of the achievement of such goals, and (xi) the waiver of any Restrictions or Performance Goals, subject in all cases to compliance with applicable laws. In making such determinations the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion may deem relevant.

4.3 Additional Powers. The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the Plan, to determine the terms, restrictions and provisions of each Award and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent the Committee shall deem necessary, appropriate or expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive and binding on the Company and all Holders.

4.4 Committee Action. Subject to compliance with all applicable laws, action by the Committee shall require the consent of a majority of the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting. No member of the Committee shall have any liability for any good faith action, inaction or determination in connection with the Plan.

Article V

SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON

5.1 Authorized Shares. The Committee may from time to time grant Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to any adjustments as necessary pursuant to Article XV, the aggregate number of shares of Stock reserved and available for grant and issuance under the Plan is 4,962. In the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Stock (either actually or by attestation) or by the withholding of Stock by the Company, or (ii) tax or deduction liabilities arising from such Option or other Award are satisfied by the tendering of Stock (either actually or by attestation) or by the withholding of Stock by the Company, then in each such case the shares of Stock so tendered or withheld shall not be added back to the shares of Stock available for grant under the Plan. Only Shares underlying Awards under this Plan that are forfeited, canceled, or expire unexercised, shall be available again for issuance under the Plan.

5.2 Types of Shares. The Shares to be issued pursuant to the grant or exercise of an Award may consist of authorized but unissued Shares, Shares purchased on the open market or Shares previously issued and outstanding and reacquired by the Company.

5.3 Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 5.1, and subject to Article XV, the aggregate maximum number of shares of Stock that may be issued pursuant to the exercise of Incentive Stock Options is 4,962 shares.

Article VI

ELIGIBILITY AND TERMINATION OF SERVICE

6.1 Eligibility. Awards made under the Plan may be granted solely to individuals who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a Non-qualified Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, an Unrestricted Stock Award, a Distribution Equivalent Right Award, a Performance Stock Award, a Performance Unit Award, a Stock Appreciation Right, a Tandem Stock Appreciation Right, or any combination thereof, and solely for Employees, an Incentive Stock Option.

6.2 Termination of Service. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.3 or 6.4, the following terms and conditions shall apply with respect to a Holder’s Termination of Service with the Company or an Affiliate, as applicable:

(a) The Holder’s rights, if any, to exercise any then exercisable Options and/or Stock Appreciation Rights shall terminate:

(i) If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety (90) days after the date of such Termination of Service;

(ii) If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such Termination of Service; or

(iii) If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.

Upon such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect to any such Options and Stock Appreciation Rights. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide for a different time period in the Award Agreement, or may extend the time period, following a Termination of Service, during which the Holder has the right to exercise any vested Non-qualified Stock Option or Stock Appreciation Right, which time period may not extend beyond the expiration date of the Award term.

(b) In the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted Stock and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or RSUs.

6.3 Special Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate shall terminate, and if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as his or her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant to the provisions of Section 6.2, provided, however, that any such Award which is intended to be an Incentive Stock Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-qualified Stock Option. Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding, and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions of Section 6.2.

6.4 Termination of Service for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, in the event of a Holder’s Termination of Service for Cause, all of such Holder’s then outstanding Awards shall expire immediately and be forfeited in their entirety upon such Termination of Service.

Article VII

OPTIONS

7.1 Option Period. The term of each Option shall be as specified in the Option Agreement; provided, however, that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant. If the Option would expire at a time when the exercise of the Option would violate applicable securities laws, the expiration date applicable to the Option will be automatically extended to a date that is 30 calendar days following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided, that in no event shall such expiration date be extended beyond the expiration of the option period.

7.2 Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as specified in the Option Agreement

7.3 Special Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive Stock Options that exceeds such threshold shall be treated as Non-qualified Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted to the Holder, will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted the Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Shares subject to the Incentive Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. No Incentive Stock Option shall be granted more than ten (10) years from the earlier of the Effective Date or date on which the Plan is approved by the Company’s stockholders. The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive stock option” status under Section 422 of the Code.

7.4 Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the other provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or in part, by the delivery of a number of Shares (plus cash if necessary) that have been owned by the Holder for at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable, specify the effect of Termination of Service on the exercisability of the Option. Moreover, without limiting the generality of the foregoing, a Non-qualified Stock Option Agreement may provide for a “cashless exercise” of the Option, in whole or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan as to all or a part of Shares to which he is entitled to receive upon exercise of the Option, pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the Shares from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company, or (b) reducing the number of Shares to be issued upon exercise of the Option by the number of such Shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise. An Option Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Options, including but not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical.

7.5 Option Price and Payment. The price at which a Share may be purchased upon exercise of an Option shall be determined by the Committee; provided, however, that such Option price (i) shall not be less than the Fair Market Value of a Share on the date such Option is granted (or 110% of Fair Market Value for an Incentive Stock Option held by Ten Percent Stockholder, as provided in Section 7.3), and (ii) shall be subject to adjustment as provided in Article XV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of Shares otherwise issuable in connection with the exercise of the Option. Separate share certificates shall be issued by the Company for those Shares acquired pursuant to the exercise of an Incentive Stock Option and for those Shares acquired pursuant to the exercise of a Non-qualified Stock Option.

7.6 Stockholder Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a stockholder of the Company solely with respect to such Shares as have been purchased under the Option and for which share certificates have been registered in the Holder’s name.

7.7 Options and Rights in Substitution for Stock or Options Granted by Other Corporations. Options may be granted under the Plan from time to time in substitution for stock options held by individuals employed by entities who become Employees, Directors or Consultants as a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by the Company or an Affiliate of stock or shares of the employing entity with the result that such employing entity becomes an Affiliate. Any substitute Awards granted under this Plan shall not reduce the number of Shares authorized for grant under the Plan.

7.8 Prohibition Against Repricing. Except to the extent (i) approved in advance by holders of a majority of the shares of the Company entitled to vote generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment as provided in Article XV, the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price under any outstanding Option or Stock Appreciation Right, or to grant any new Award or make any payment of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation Rights previously granted.

Article VIII

RESTRICTED STOCK AWARDS

8.1 Award. A Restricted Stock Award shall constitute an Award of Shares to the Holder as of the date of the Award which are subject to a “substantial risk of forfeiture” as defined under Section 83 of the Code during the specified Restriction Period. At the time a Restricted Stock Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed except as permitted by Section 8.2.

8.2 Terms and Conditions. At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Company shall cause the Shares to be issued in the name of Holder, either by book-entry registration or issuance of one or more stock certificates evidencing the Shares, which Shares or certificates shall be held by the Company or the stock transfer agent or brokerage service selected by the Company to provide services for the Plan. The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order, and if any certificate is issued, such certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares. After any Shares vest, the Company shall deliver the vested Shares, in book-entry or certificated form in the Company’s sole discretion, registered in the name of Holder or his or her legal representatives, beneficiaries or heirs, as the case may be, less any Shares withheld to pay withholding taxes. If provided for under the Restricted Stock Agreement, the Holder shall have the right to vote Shares subject thereto and to enjoy all other stockholder rights, including the entitlement to receive dividends on the Shares during the Restriction Period. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock Agreement made in conjunction with the Award. Such Restricted Stock Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical. All Shares delivered to a Holder as part of a Restricted Stock Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder at the time of vesting.

8.3 Payment for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to a Restricted Stock Award, except to the extent otherwise required by law.

Article IX

UNRESTRICTED STOCK AWARDS

9.1 Award. Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not subject to Restrictions of any kind, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.

9.2 Terms and Conditions. At the time any Award is made under this Article IX, the Company and the Holder shall enter into an Unrestricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate.

9.3 Payment for Unrestricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to an Unrestricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to an Unrestricted Stock Award, except to the extent otherwise required by law.

Article X

RESTRICTED STOCK UNIT AWARDS

10.1 Award. A Restricted Stock Unit Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified vesting schedule. At the time a Restricted Stock Unit Award is made, the Committee shall establish the vesting schedule applicable to such Award. Each Restricted Stock Unit Award may have a different vesting schedule, in the discretion of the Committee. A Restricted Stock Unit shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares prior to the time the Holder shall receive a distribution of Shares pursuant to Section 10.3.

10.2 Terms and Conditions. At the time any Award is made under this Article X, the Company and the Holder shall enter into a Restricted Stock Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Restricted Stock Unit Agreement shall set forth the individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient to constitute a “substantial risk of forfeiture” as such term is defined under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted Stock Unit Agreements need not be identical.

10.3 Distributions of Shares. The Holder of a Restricted Stock Unit shall be entitled to receive Shares or a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee and as set forth in the Restricted Stock Unit Agreement, for each Restricted Stock Unit subject to such Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15^th) day of the third (3^rd) calendar month next following the end of the calendar year in which the Restricted Stock Unit first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”).

Article XI

PERFORMANCE UNIT AWARDS

11.1 Award. A Performance Unit Award shall constitute an Award under which, upon the satisfaction of predetermined individual and/or Company (and/or Affiliate) Performance Goals based on selected Performance Criteria, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder. At the time a Performance Unit Award is made, the Committee shall establish the Performance Period and applicable Performance Goals. Each Performance Unit Award may have different Performance Goals, in the discretion of the Committee. A Performance Unit Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares.

11.2 Terms and Conditions. At the time any Award is made under this Article XI, the Company and the Holder shall enter into a Performance Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Unit Agreement the Performance Period, Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to payment pursuant to Section 11.3, the number of Units awarded to the Holder and the dollar value or formula assigned to each such Unit. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable performance period. The terms and conditions of the respective Performance Unit Agreements need not be identical.

11.3 Payments. The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned to such Unit under the applicable Performance Unit Agreement if the Holder and/or the Company satisfy (or partially satisfy, if applicable under the applicable Performance Unit Agreement) the Performance Goals set forth in such Performance Unit Agreement. All payments shall be made no later than by the fifteenth (15^th) day of the third (3^rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.

Article XII

PERFORMANCE STOCK AWARDS

12.1 Award. A Performance Stock Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified Performance Period subject to achievement of specified Performance Goals. At the time a Performance Stock Award is made, the Committee shall establish the Performance Period and applicable Performance Goals based on selected Performance Criteria. Each Performance Stock Award may have different Performance Goals, in the discretion of the Committee. A Performance Stock Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares unless and until the Holder shall receive a distribution of Shares pursuant to Section 12.3.

12.2 Terms and Conditions. At the time any Award is made under this Article XII, the Company and the Holder shall enter into a Performance Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Stock Agreement the Performance Period, selected Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt of Shares pursuant to such Holder’s Performance Stock Award and the number of Shares subject to such Performance Stock Award. Such distribution shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. If such Performance Goals are achieved, the distribution of Shares (or the payment of cash, as determined in the sole discretion of the Committee), shall be made in accordance with Section 12.3, below. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Stock Awards, including, but not limited to, rules pertaining to the effect of the Holder’s Termination of Service prior to the expiration of the applicable performance period. The terms and conditions of the respective Performance Stock Agreements need not be identical.

12.3 Distributions of Shares. The Holder of a Performance Stock Award shall be entitled to receive a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee, for each Performance Stock Award subject to such Performance Stock Agreement, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15^th) day of the third (3^rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.

Article XIII

DISTRIBUTION EQUIVALENT RIGHTS

13.1 Award. A Distribution Equivalent Right shall entitle the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the specified period of the Award.

13.2 Terms and Conditions. At the time any Award is made under this Article XIII, the Company and the Holder shall enter into a Distribution Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Shares or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Shares shall be made no later than by the fifteenth (15^th) day of the third (3^rd) calendar month next following the end of the Company’s fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash or in Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award.

13.3 Interest Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date (but in no event later than by the fifteenth (15^th) day of the third (3^rd) calendar month next following the end of the Company’s fiscal year in which such interest is credited and vested), at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.

Article XIV

STOCK APPRECIATION RIGHTS

14.1 Award. A Stock Appreciation Right shall constitute a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date of exercise.

14.2 Terms and Conditions. At the time any Award is made under this Article XIV, the Company and the Holder shall enter into a Stock Appreciation Right Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Stock Appreciation Right Agreement the terms and conditions of the Stock Appreciation Right, including (i) the base value (the “Base Value”) for the Stock Appreciation Right, which shall be not less than the Fair Market Value of a Share on the date of grant of the Stock Appreciation Right, (ii) the number of Shares subject to the Stock Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided, however, that no Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the portion of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Shares having an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, equal to the product of:

(a) The excess of (i) the Fair Market Value of a Share on the date of exercise, over (ii) the Base Value, multiplied by,

(b) The number of Shares with respect to which the Stock Appreciation Right is exercised.

14.3 Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall apply:

(a) The Base Value shall be equal to or greater than the per Share exercise price under the related Option;

(b) The Tandem Stock Appreciation Right may be exercised for all or part of the Shares which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a Share is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be canceled);

(d) The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference between the per Share exercise price under the related Option and the Fair Market Value of the Shares subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of the Shares with respect to which the Tandem Stock Appreciation Right is exercised; and

(e) The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Shares subject to the related Option exceeds the per Share exercise price under the related Option.

Article XV

RECAPITALIZATION OR REORGANIZATION

15.1 Adjustments to Shares. The shares with respect to which Awards may be granted under the Plan are Shares as presently constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of Shares underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of the Shares or the payment of an Share dividend on Shares without receipt of consideration by the Company, the number of Shares with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Shares, shall be proportionately increased, and the purchase price per Share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Shares, shall be proportionately reduced, and the purchase price per Share shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-qualified Stock Option, shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-qualified Stock Option granted under the Plan to become subject to Section 409A of the Code.

15.2 Recapitalization. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of Shares then covered by such Award, the number and class of shares and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of Shares then covered by such Award.

15.3 Other Events. In the event of changes to the outstanding Shares by reason of an extraordinary cash dividend, reorganization, merger, consolidation, combination, split-up, spin-off, exchange or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for under this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board in its discretion in such manner as the Board shall deem equitable or appropriate taking into consideration the applicable accounting and tax consequences, as to the number and price of Shares or other consideration subject to such Awards. In the event of any adjustment pursuant to Sections 15.1, 15.2 or this Section 15.3, the aggregate number of Shares available under the Plan pursuant to Section 5.1 may be appropriately adjusted by the Board, the determination of which shall be conclusive. In addition, the Committee may make provision for a cash payment to a Holder or a person who has an outstanding Award.

15.4 Change of Control. The Committee may, in its sole discretion, at the time an Award is made or at any time prior to, coincident with or after the time of a Change of Control, cause any Award either (i) to be canceled in consideration of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per Share in the Change of Control over the per Share exercise, base or purchase price of such Award, which may be paid immediately or over the vesting schedule of the Award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following such Change of Control; (iii) accelerate any time periods, or waive any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any Award to a Holder whose employment has been terminated as a result of a Change of Control may be vested, exercised, paid or distributed in full on or before a date fixed by the Committee; (iv) to be purchased from a Holder whose employment has been terminated as a result of a Change of Control, upon the Holder’s request, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such Award been currently exercisable or payable; or (v) terminate any then outstanding Award or make any other adjustment to the Awards then outstanding as the Committee deems necessary or appropriate to reflect such transaction or change. The number of Shares subject to any Award shall be rounded to the nearest whole number.

15.5 Powers Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

15.6 No Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of any class or securities convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of Shares subject to Awards theretofore granted or the purchase price per Share, if applicable.

Article XVI

AMENDMENT AND TERMINATION OF PLAN

The Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10^th) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that (i) no amendment to Section 7.8 (repricing prohibitions) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Stock may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Holder or beneficiary (unless such change is required in order to exempt the Plan or any Award from Section 409A of the Code).

Article XVII

MISCELLANEOUS

17.1 No Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.

17.2 No Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement with the Company or an Affiliate at any time.

17.3 Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any laws, rules or regulations, and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither the Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or Shares issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements of any applicable law, rules or regulations, including but not limited to any failure to comply with the requirements of Section 409A of this Code. No fractional Shares shall be delivered, nor shall any cash in lieu of fractional Shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of Shares, no Shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender, Shares (including Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld.

17.4 No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.

17.5 Restrictions on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) where permitted under applicable tax rules, by gift to any Family Member of the Holder, subject to compliance with applicable laws. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3 hereof.

17.6 Beneficiary Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate.

17.7 Rule 16b-3. It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3.

17.8 Clawback Policy. All Awards (including on a retroactive basis) granted under the Plan are subject to the terms of any Company forfeiture, incentive compensation recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable laws, as well as any other policy of the Company that may apply to the Awards, such as anti-hedging or pledging policies, as they may be in effect from time to time. In particular, these policies and/or provisions shall include, without limitation, (i) any Company policy established to comply with applicable laws (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (ii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the shares of Stock or other securities are listed or quoted, and these requirements shall be deemed incorporated by reference into all outstanding Award Agreements.

17.9 No Obligation to Notify or Minimize Taxes. The Company shall have no duty or obligation to any Holder to advise such Holder as to the time or manner of exercising any Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such Holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to any person.

17.10 Section 409A of the Code.

(a) Notwithstanding any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the alternative, comply with Section 409A of the Code and the authoritative guidance thereunder, including the exceptions for stock rights and short-term deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate payment for purposes of Section 409A of the Code.

(b) If a Holder is a “specified employee” (as such term is defined for purposes of Section 409A of the Code) at the time of his termination of service, no amount that is nonqualified deferred compensation subject to Section 409A of the Code and that becomes payable by reason of such termination of service shall be paid to the Holder (or in the event of the Holder’s death, the Holder’s representative or estate) before the earlier of  (x) the first business day after the date that is six months following the date of the Holder’s termination of service, and (y) within 30 days following the date of the Holder’s death. For purposes of Section 409A of the Code, a termination of service shall be deemed to occur only if it is a “separation from service” within the meaning of Section 409A of the Code, and references in the Plan and any Award Agreement to “termination of service” or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Section 409A of the Code, unless the applicable Award Agreement provides otherwise, such Award shall be payable upon the Holder’s “separation from service” within the meaning of Section 409A of the Code. If any Award is or becomes subject to Section 409A of the Code and if payment of such Award would be accelerated or otherwise triggered under a Change of Control, then the definition of Change of Control shall be deemed modified, only to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, to mean a “change in control event” as such term is defined for purposes of Section 409A of the Code.

(c) Any adjustments made pursuant to Article XV to Awards that are subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, and any adjustments made pursuant to Article XV to Awards that are not subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Section 409A of the Code or (y) comply with the requirements of Section 409A of the Code.

17.11 Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred thereby in connection with or resulting from any claim, action, suit, or proceeding to which such person may be made a party or may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby in satisfaction of any judgment in any such action, suit, or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws, by contract, as a matter of law, or otherwise.

17.12 Other Benefit Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.

17.13 Limits of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.

17.14 Governing Law. Except as otherwise provided herein, the Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of law provisions thereof.

17.15 Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Committee’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Holders within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Holders in any jurisdiction that is not affected.

17.16 Notification of Election Under Section 83(b) of the Code. If any Holder, in connection with the acquisition of Stock under an Award, makes the election permitted under Section 83(b) of the Code, if applicable, the Holder shall notify the Company of the election within ten days of filing notice of the election with the Internal Revenue Service.

17.17 Paperless Administration. If the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

17.18 Broker-Assisted Sales. In the event of a broker-assisted sale of Stock in connection with the payment of amounts owed by a Holder under or with respect to the Plan or Awards: (a) any Stock to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) the Stock may be sold as part of a block trade with other Holders in the Plan in which all participants receive an average price; (c) the applicable Holder will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Holder agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of the sale that exceed the amount owed, the Company will pay the excess in cash to the applicable Holder as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for the sale at any particular price; and (f) if the proceeds of the sale are insufficient to satisfy the Holder’s applicable obligation, the Holder may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Holder’s obligation.

17.19 Data Privacy. As a condition for receiving any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 17.19 by and among the Company and its subsidiaries and Affiliates exclusively for implementing, administering and managing the Holder’s participation in the Plan. The Company and its subsidiaries and Affiliates may hold certain personal information about a Holder, including the Holder’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Stock held in the Company or its subsidiaries and Affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its subsidiaries and Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Holder’s participation in the Plan, and the Company and its subsidiaries and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Holder authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Holder’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Holder may elect to deposit any Stock. The Data related to a Holder will be held only as long as necessary to implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data that the Company holds regarding the Holder, request additional information about the storage and processing of the Data regarding the Holder, recommend any necessary corrections to the Data regarding the Holder or refuse or withdraw the consents in this Section 17.19 in writing, without cost, by contacting the local human resources representative. The Company may cancel Holder’s ability to participate in the Plan and, in the Committee’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws the consents in this Section 17.19.

17.20 Severability of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been included in the Plan.

17.21 No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment of any Award. Prior to receipt of Shares or a cash distribution pursuant to the terms of an Award, such Award shall represent an unfunded unsecured contractual obligation of the Company and the Holder shall have no greater claim to the Shares underlying such Award or any other assets of the Company or Affiliate than any other unsecured general creditor.

17.22 Headings. Headings used throughout the Plan are for convenience only and shall not be given legal significance.

Cover	Sep. 25, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 25, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-14310
Entity Registrant Name	GLASSBRIDGE ENTERPRISES, INC.
Entity Central Index Key	0001014111
Entity Tax Identification Number	41-1838504
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	411 E 57th St.
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	220-3300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false