CUSIP No.
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366505105
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1.
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NAME OF REPORTING PERSON
Whitebox Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
750,000
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
750,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP No.
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366505105
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1.
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NAME OF REPORTING PERSON
Whitebox General Partner LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
750,000
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
750,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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|
|
|
|
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CUSIP No.
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366505105
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1.
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NAME OF REPORTING PERSON
Whitebox Multi-Strategy Partners, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
750,000
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
750,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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Item 1. Security and Issuer.
This Schedule 13D
(this “Schedule 13D”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”) of Garrett
Motion Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is
La Pièce 16, Rolle, Switzerland, 1180.
Item 2. Identity and Background
(a), (f) This Schedule 13D is being filed jointly
by (i) Whitebox Advisors LLC, a Delaware limited liability company (“WA”), (ii) Whitebox General Partner LLC, a Delaware
limited liability company (“WB GP”), (iii) Whitebox Multi-Strategy Partners, LP, a Cayman Islands exempted limited
partnership ("WMP"), and (iv) the Executive Officers and Board of Managers of WA and the members of the Board of WB GP,
the names and citizenship of which are set forth in Exhibit 2 and Exhibit 3, respectively (each, a “Reporting Person”
and collectively, the “Reporting Persons”).
(b) The principal business address for each
of WA and WB GP is 3033 Excelsior Boulevard, Suite 500, Minneapolis, Minnesota 55416.
The principal business address for WMP is c/o
Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108 Cayman Islands.
The principal business addresses of the Executive
Officers and Board of Managers of WA and the members of the Board of WB GP, are set forth in Exhibit 2 and Exhibit 3, respectively.
(c) WA manages and advises private investment
funds, including WMP.
WB GP serves as general partner of private
investment funds, including WMP.
(d) None of the Reporting Persons have, during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during
the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or
Other Consideration.
The source of funding for the purchase
of the Common Stock held by the Reporting Person was the general working capital of WMP.
Item 4. Purpose of Transaction.
Item 4 is hereby amended
and supplemented as follows:
On January 11, 2021, the Issuer entered
into a Plan Support Agreement (including the term sheet attached thereto, the “Plan Support Agreement”) with the Equity
Commitment Parties, Honeywell and the Consenting Noteholders (as defined therein), setting forth the terms by which the foregoing
parties committed to provide capital to the Issuer in connection with its plan of reorganization. The Plan Support Agreement amended
and restated the Third A&R Coordination Agreement, entered into by the Equity Commitment Parties, Honeywell and the Consenting
Noteholders on December 22, 2020. The foregoing description of the Plan Support Agreement is qualified in its entirety by the terms
and conditions of the Plan Support Agreement which is filed as Exhibit 10 hereto and incorporated herein by reference.
The Shareholder Parties by themselves
or with the Equity Commitment Parties, Honeywell and the Consenting Noteholders (to the extent they own Common Stock) may be deemed
to constitute a group for purposes of Rule 13d-3 under the Exchange Act. This filing should not be construed to be an admission
that any of the Reporting Persons are members of a “group” for the purposes of Section 13(d) of the Exchange Act. The
Reporting Persons anticipate that the other Equity Commitment Parties, Honeywell and the Consenting Noteholders will file separate
statements of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Exchange Act, and any amendments thereto,
containing their required information. The Reporting Persons assume no responsibility for the information contained in any filings
by any other person. The Reporting Persons expressly disclaim beneficial ownership of any securities beneficially owned or acquired
by any other person except to the extent of their pecuniary interest therein. As of the date of this Amendment No. 4, based on
information provided by the other Equity Commitment Parties, Honeywell and the Consenting Noteholders, the Reporting Persons believe
that the Equity Commitment Parties, Honeywell and the Consenting Noteholders beneficially own in the aggregate 57.6% of the 75,788,279
Common Stock outstanding as of October 26, 2020, as reported by the Issuer in its Form 10-Q filed on November 2, 2020.
Item 5. Interest in Securities of the Issuer
(a, b) The responses of each Reporting Person
to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are
incorporated herein by reference.
The aggregate beneficial ownership percentage
of the Issuer’s outstanding Common Stock reported by each Reporting Person is based upon a total of 75,788,279 shares of
Common Stock outstanding as of October 26, 2020, as reported by the Issuer in its Form 10-Q filed on November 2, 2020.
As of the date hereof, WA may be deemed to
be the beneficial owner of 750,000 shares of Common Stock, constituting 1.0% of the Issuer’s shares of Common Stock.
WA has the sole power to vote or direct the
vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 750,000 shares; has the sole power to dispose
or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 750,000 shares.
As of the date hereof, WB GP may be deemed
to be the beneficial owner of 750,000 shares of Common Stock, constituting 1.0% of the Issuer’s shares of Common Stock.
WB GP has the sole power to vote or direct
the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 750,000 shares; has the sole power to
dispose or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 750,000 shares.
As of the date hereof, WMP may be deemed to
be the beneficial owner of 750,000 shares of Common Stock, constituting 1.0% of the Issuer’s shares of Common Stock.
WMP has the sole power to vote or direct the
vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 750,000 shares; has the sole power to dispose
or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 750,000 shares.
(c) No transactions in the shares of Common
Stock by the Reporting Persons have been effected since the last Schedule 13D filed by the Reporting Persons.
(d) The shares of Common Stock are directly
owned by WMP and may be deemed to be beneficially owned by WA by virtue of its role as the investment manager of WMP and WB GP
by virtue of its role as the general partner of WMP.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The information contained
in Item 4 of this Schedule 13D is incorporated herein by reference.
Joint Filing Agreement
Pursuant to Rule 13d-1(k) promulgated under
the Exchange Act, the Reporting Persons have entered into an agreement on January 12, 2021 with respect to the joint filing of
this Schedule 13D and any amendment or amendments thereto (the “Joint Filing Agreement”). The Joint Filing Agreement
is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1:
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Joint Filing Agreement, dated January 12, 2021, between Whitebox Advisors LLC and Whitebox General Partner LLC.
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Exhibit 2:
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Executive Officers and Board of Managers of Whitebox Advisors LLC
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Exhibit 3:
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Board Members of Whitebox General Partner LLC
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Exhibit 10:
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Plan Support Agreement, dated January 11, 2021, by and among the parties identified therein (incorporated by reference to Exhibit 10.1 to Garrett Motion Inc.’s Form 8-K filed with the Securities and Exchange Commission on January 11, 2021).
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SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 12, 2021
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Whitebox Advisors LLC
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By:
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/s/ Daniel Altabef
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Daniel
Altabef
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Whitebox
Advisors LLC
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General
Counsel—Regulatory Affairs & Compliance
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Whitebox
General Partner LLC
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By:
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/s/ Daniel Altabef
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Daniel
Altabef
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Whitebox
Advisors LLC
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General
Counsel—Regulatory Affairs & Compliance
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Whitebox
Multi-Strategy Partners, L.P.
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By:
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Whitebox General Partner LLC
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By:
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/s/ Daniel Altabef
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Daniel
Altabef
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Whitebox
Advisors LLC
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General
Counsel—Regulatory Affairs & Compliance
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a statement on Schedule 13D and any amendments thereto relating to shares of Common Stock, $0.001 par value
per share (the “Common Stock”), of Garrett Motion Inc., a company incorporated under the laws of Delaware. This Joint
Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of
which together shall constitute one and the same instrument.
In evidence thereof,
each of the undersigned, being duly authorized, hereby execute this Joint Filing Agreement.
Date: January 12, 2021
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Whitebox Advisors LLC
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By:
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/s/ Daniel Altabef
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Daniel
Altabef
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Whitebox
Advisors LLC
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General
Counsel—Regulatory Affairs & Compliance
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Whitebox
General Partner LLC
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By:
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/s/ Daniel Altabef
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Daniel
Altabef
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Whitebox
Advisors LLC
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General
Counsel—Regulatory Affairs & Compliance
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Whitebox
Multi-Strategy Partners, L.P.
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|
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By:
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Whitebox General Partner LLC
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By:
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/s/ Daniel Altabef
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Daniel
Altabef
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Whitebox
Advisors LLC
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General
Counsel—Regulatory Affairs & Compliance
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Exhibit 2
EXECUTIVE OFFICERS AND BOARD OF MANAGERS
OF WHITEBOX ADVISORS LLC
The name, business address, present principal
employment and citizenship of each executive officer of Whitebox Advisors, LLC is set forth below.
Name
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Business Address
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Present Principal Employment
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Citizenship
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Robert Vogel
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee
and Board member
Whitebox Advisors LLC
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USA
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Chris Hardy
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280 Park Ave
Suite 43W
New York, NY 10017
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Chief Compliance Officer
Whitebox Advisors LLC
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USA
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Brian Lofton
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Chief Risk Officer
Whitebox Advisors LLC
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USA
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Paul Twitchell
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee and Board member
Whitebox Advisors LLC
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USA
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Robert Riepe
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Chief Financial Officer
Whitebox Advisors LLC
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USA
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Jake Mercer
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3033 Excelsior Boulevard, Suite 500
Minneapolis, MN 55416
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Partner, Head of Special Situations and Restructuring and Board
member
Whitebox Advisors LLC
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USA
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Paul Roos
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3033 Excelsior Boulevard, Suite 500
Minneapolis, MN 55416
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Partner, Head of Structured Credit and Board member
Whitebox Advisors LLC
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USA
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Muqu Karim
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280 Park Ave
Suite 43W
New York, NY 10017
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Chief Operating Officer
Whitebox Advisors LLC
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USA
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Exhibit 3
BOARD MEMBERS OF WHITEBOX GENERAL PARTNER
LLC
The name, business address, present principal
employment and citizenship of each executive officer of Whitebox Advisors LLC is set forth below.
Name
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Business Address
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Present Principal Employment
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Citizenship
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Robert Vogel
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee
Whitebox Advisors LLC
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USA
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Paul Twitchell
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee
Whitebox Advisors LLC
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USA
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Jake Mercer
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3033 Excelsior Boulevard, Suite 500
Minneapolis, MN 55416
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Partner, Head of Special Situations and Restructuring
Whitebox Advisors LLC
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USA
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Paul Roos
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3033 Excelsior Boulevard, Suite 500
Minneapolis, MN 55416
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Partner, Head of Structured Credit
Whitebox Advisors LLC
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USA
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