Execution
Copy 


 


STOCKHOLDERS
AGREEMENT


 


This
Stockholders Agreement (this “Agreement”), dated as of September 27, 2019, is entered into among Imation Enterprises
Corp., a Delaware corporation (the “Company”), GlassBridge Enterprises, Inc., a Delaware corporation (“GlassBridge”),
and ORIX PTP HOLDINGS, LLC, a Delaware limited liability company (“ORIX” and, together with GlassBridge, the
“Stockholders”).


 


RECITALS


 


WHEREAS,
simultaneously with the execution of this Agreement, GlassBridge is selling 20.10% of the issued and outstanding common stock
of the Company to ORIX (the “ORIX Purchase”) pursuant to the terms set forth in that certain Securities Purchase
Agreement by and between GlassBridge and ORIX dated as of the date hereof (the “Securities Purchase Agreement”);
and after giving effect thereto, GlassBridge owns 79.90% of the issued and outstanding Common Stock (as defined below) of the
Company and ORIX owns 20.10% of the issued and outstanding Common Stock of the Company; and


 


WHEREAS,
the execution of this Agreement is a condition to the closing of the ORIX Purchase.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I

Definitions


 


Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in this Article I.


 


“Acceptance”
has the meaning set forth in Section 5.01(b).


 


“Affiliate”
means with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries),
controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control,”
when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of
the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests,
by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Applicable
Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules,
regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority, (b) any consents
or approvals of any Governmental Authority and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments,
awards, decrees of, or agreements with, any Governmental Authority.


 


“Assignment
and Assumption Agreement” means that certain Agreement Relating to the Assignment and Assumption of Promissory Notes
by and between ORIX, GlassBridge and the Company dated as of the date hereof.


 


“Board”
has the meaning set forth in Section 2.01(a).


 








    	 	 	 



    	 



    

 


“Book
Value” shall be determined by dividing (a) the Company’s Net Tangible Assets Available to Common, as set out in
the closing model set forth on Schedule 1, adjusted as at the end of the Company’s most recently completed fiscal
quarter by (b) the number of shares of Common Stock outstanding on the last day of such fiscal quarter. The Company shall provide
ORIX with all reasonably necessary Company financial and other records as ORIX may reasonably request with respect to the determination
of Book Value for purposes of the Buy-Sell Offer Notice and the Subscription Notice.


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized
or required to close.


 


“Buy-Sell
Offer Notice” has the meaning set forth in Section 5.01.


 


“By-laws”
means the by-laws of the Company.


 


“Capital
Stock” means any and all shares, stock, interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership or profits interests in a Person that is another type of entity, including
partnership interests, membership interests, voting trust certificates, certificates of interest, and profits interests, participations,
or similar arrangements, and any and all warrants, rights or options to purchase, or other arrangements or rights to acquire,
subscribe, convert to or otherwise receive or participate in the economic or other rights associated with any of the foregoing.


 


“Certificate
of Incorporation” means the certificate of incorporation of the Company, as filed on April 17, 1996 with the Secretary
of State of the State of Delaware.


 


“Change
of Control” means any transaction or series of related transactions (as a result of a tender offer, merger, consolidation
or otherwise) that results in, or that is in connection with, (a) any Third Party Purchaser or “group” (within the
meaning of Section 13(d)(3) of the Exchange Act) of Third Party Purchasers acquiring beneficial ownership, directly or indirectly,
of a majority of the then issued and outstanding Common Stock or (b) the sale, lease, exchange, conveyance, transfer or other
disposition (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets
of the Company and its Subsidiaries (if any), on a consolidated basis, to any Third Party Purchaser or “group” (within
the meaning of Section 13(d)(3) of the Exchange Act) of Third Party Purchasers (including any liquidation, dissolution or winding
up of the affairs of the Company, or any other distribution made, in connection therewith).


 


“Claimant”
has the meaning set forth in Section 9.12(b).


 


“Common
Stock” means the common stock, par value $0.01 per share, of the Company and any securities issued in respect thereof,
or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization,
merger, consolidation, exchange or similar reorganization.


 


“Company”
has the meaning set forth in the preamble.


 


“Counter
Offer” has the meaning set forth in Section 5.01(b).


 


“Defaulting
Purchaser” has the meaning set forth in Section 5.01(e).


 


“Director”
has the meaning set forth in Section 2.01(a).


 


“Dispute”
has the meaning set forth in Section 9.12(a).


 


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


 


“Fiscal
Year” means for financial accounting purposes, January 1 to December 31.


 


“GAAP”
means United States generally accepted accounting principles in effect from time to time.


 






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“GlassBridge”
has the meaning set forth in the preamble. References to GlassBridge shall include its successors and Permitted Transferees.


 


“GlassBridge
Director” means any Director designated by GlassBridge in accordance with Section 2.01(a).


 


“Government
Approval” means any authorization, consent, approval, waiver, exception, variance, order, exemption, publication, filing,
declaration, concession, grant, franchise, agreement, permission, permit, or license of, from or with any Governmental Authority,
the giving of notice to, or registration with, any Governmental Authority or any other action in respect of any Governmental Authority.


 


“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or
instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory
authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority
have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.


 


“Initial
Public Offering” means any offering of Common Stock pursuant to a registration statement filed in accordance with the
Securities Act.


 


“Information”
has the meaning set forth in Section 4.03(a).


 


“Issuance
Notice” has the meaning set forth in Section 4.01(b).


 


“Joinder
Agreement” means the joinder agreement in form and substance of Exhibit A attached hereto.


 


“Lien”
means any lien, claim, charge, mortgage, pledge, security interest, option, right of first offer, encumbrance or other restriction
or limitation of any nature whatsoever.


 


“Minority
Rights” has the meaning set forth in Section 2.03(d).


 


“New
Securities” has the meaning set forth in Section 4.01(a).


 


“Notes”
means collectively (i) that certain promissory note by and between the Company, as Borrower, and GlassBridge, as Note Holder,
dated as of September 26, 2019, in the original principal amount of $9,000,000 and with a maturity date of September 26, 2026
and (ii) that certain promissory note by and between the Company, as Borrower, and GlassBridge, as Note Holder, dated as of September
[•], 2019, in the original principal amount of $4,000,000 and with a maturity date of September 26, 2026.


 


“Offer
Price” has the meaning set forth in Section 5.01(a)(ii).


 


“Offered
Shares” has the meaning set forth in Section 3.02(a).


 


“Offering
Stockholder” has the meaning set forth in Section 3.02(a).


 


“Offering
Stockholder Notice” has the meaning set forth in Section 3.02(b).


 


“Organizational
Documents” means the By-laws and the Certificate of Incorporation.


 


“ORIX”
has the meaning set forth in the preamble. References to ORIX shall include its successors and Permitted Transferees.


 


“ORIX
Approval” means (i) with respect to any matter that must be approved by the Board (a) the affirmative vote at a meeting
of the Board of at least one ORIX Director or (b) the written consent of at least one ORIX Director in lieu of a meeting or, (ii)
with respect to any matter that must be approved by ORIX pursuant to the provisions of this Agreement, if no ORIX Director is
serving on the Board, the written consent of ORIX.


 






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“ORIX
Director” means any Director designated by ORIX in accordance with Section 2.01(a).


 


“ORIX
Purchase” has the meaning set forth in the recitals.


 


“Ownership
Percentage” of any Stockholder shall mean, at any time of determination, the percentage equal to (i) the number of shares
of Common Stock issued and outstanding that the Stockholder owns, divided by (ii) the total number of shares of Common Stock issued
and outstanding.


 


“Permitted
Liens” means (i) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other
like liens arising in the ordinary course of business, (ii) liens arising under original purchase price conditional sale contracts
and equipment leases with third parties entered into in the ordinary course, (iii) liens for Taxes not yet due and payable and
(iv) other imperfections of title, restrictions or encumbrances of record, if any, which liens, imperfections of title, restrictions
or other encumbrances do not materially impair the value or the continued use or occupancy and operation of the specific assets
to which they relate substantially in the manner currently operated.


 


“Permitted
Transferee” means with respect to any Stockholder, any Affiliate of such Stockholder.


 


“Person”
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated
organization, trust, association or other entity.


 


“Purchaser”
has the meaning set forth in Section 5.01(d)(i).


 


“Purchasing
Stockholder” has the meaning set forth in Section 3.02(d).


 


“Related
Party Agreement” means any agreement, arrangement or understanding between the Company and any Stockholder or any Affiliate
of a Stockholder or any Director, officer or employee of the Company, as such agreement may be amended, modified, supplemented
or restated in accordance with the terms of this Agreement.


 


“Representative”
means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants
and other agents of such Person.


 


“Request”
has the meaning set forth in Section 9.12(b).


 


“Respondent”
has the meaning set forth in Section 9.12(b).


 


“ROFR
Notice” has the meaning set forth in Section 3.02(d).


 


“ROFR
Notice Period” has the meaning set forth in Section 3.02(d).


 


“ROFR
Rightholder” has the meaning set forth in Section 3.02(a).


 


“Securities
Act” means the Securities Act of 1933.


 


“Securities
Purchase Agreement” has the meaning set forth in the recitals.


 


“Selling
Stockholder” has the meaning set forth in Section 5.01(d)(i).


 


“Special
Rights” has the meaning set forth in Section 2.03(a).


 


“Stockholders”
has the meaning set forth in the preamble. References to any Stockholder shall include the successors and Permitted Transferees
of that Person.


 


“Subject
Shares” has the meaning set forth in Section 5.01(a)(i).


 


“Subsidiary”
means with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having
the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.


 


“Tax
Code” has the meaning set forth in Section 4.02.


 






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“Third
Party Purchaser” means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly
own or have the right to acquire any outstanding Common Stock and (b) is not a Permitted Transferee of any Person who directly
or indirectly owns or has the right to acquire any Common Stock.


 


“Transfer”
means to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or
to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge,
encumbrance, hypothecation or similar disposition of, any Common Stock owned by a Person or any interest (including a beneficial
interest) in any Common Stock owned by a Person.


 


“Treasury
Regulations” has the meaning set forth in Section 4.02.


 


“Waived
ROFR Transfer Period” has the meaning set forth in Section 3.02(f).


 


ARTICLE
II

Management and Operation of the Company


 


Section
2.01 Board of Directors.


 


(a)
The Stockholders agree that the business and affairs of the Company shall be managed through a board of directors (the “Board”)
consisting of five (5) members (each, a “Director”). For
so long as the Ownership Percentage of a Stockholder equals or exceeds twenty percent (20%), such Stockholder shall be entitled
to nominate that number of Directors to the Board equal to the product of: (i) the Ownership Percentage, and (ii) the total number
of directors on the Board, including the number of Directors appointed or appointable to the Board and any vacancies on the Board;
provided that if such product is not a whole number, then the number of Directors shall be rounded to the nearest whole
number (with one-half being rounded upward) (e.g., if such product is 1.01 then the number of Directors shall be one and
if such product is 1.50, then the number of Directors shall be two). In the event the Ownership Percentage of a Stockholder ceases
to be equal to at least twenty (20%), then (x) such Stockholder shall cease to have the right to designate any Director(s) pursuant
to this Section 2.01(a), (y) such Stockholder shall cause each Director appointed by it to resign, and (z) the Directors
remaining in office shall be entitled to decrease the size of the Board to eliminate such vacancy or vacancies.


 


The
Directors elected to the Board in accordance with the provisions of this Section 2.01(a) on the date of this Agreement are:


 


(i)
four (4) GlassBridge Directors, who shall initially be Daniel Strauss, Daiana Sersea, Alex Spiro and Francis Ruchalski; and


 


(ii)
one (1) ORIX Director, who shall initially be Neil Winward.


 


(b)
Each Stockholder shall vote all shares of Common Stock over which such Stockholder has voting control and shall take all other
necessary or desirable actions within such Stockholder’s control (including in its capacity as stockholder, director, member
of a board committee or officer of the Company or otherwise, and whether at a regular or special meeting of the Stockholders or
by written consent in lieu of a meeting) to elect to the Board any individual designated by a Stockholder pursuant to Section
2.01(a), Section 2.01(c) or Section 2.01(d).


 






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(c)
Each Stockholder shall have the right at any time to remove (with or without cause) any Director designated by such Stockholder
for election to the Board and each other Stockholder shall vote all shares of Common Stock over which such other Stockholder has
voting control and shall take all other necessary or desirable actions within such other Stockholder’s control (including
in its capacity as stockholder, director, member of a board committee or officer of the Company or otherwise, and whether at a
regular or special meeting of the Stockholders or by written consent in lieu of a meeting) to remove from the Board any individual
designated by such designating Stockholder that such designating Stockholder desires to remove pursuant to this Section 2.01(c).
Except as provided in the preceding sentence, unless a Stockholder shall otherwise consent in writing, no Stockholder shall take
any action to cause the removal of any Directors designated by another Stockholder.


 


(d)
In the event a vacancy is created on the Board at any time and for any reason (whether as a result of death, disability, retirement,
resignation or removal pursuant to Section 2.01(c)), the Stockholder who designated such individual shall have the right to designate
a different individual to replace such Director and each other Stockholder shall vote all shares of Common Stock over which such
other Stockholder has voting control and shall take all other necessary or desirable actions within such other Stockholder’s
control (including in its capacity as stockholder, director, member of a board committee or officer of the Company or otherwise,
and whether at a regular or special meeting of the Stockholders or by written consent in lieu of a meeting) to elect to the Board
any individual designated by such designating Stockholder.


 


(e)
The Board shall have the right to establish any committee of Directors as the Board shall deem appropriate from time to time.
Subject to this Agreement, the Organizational Documents and Applicable Law, committees of the Board shall have the rights, powers
and privileges granted to such committee by the Board from time to time. Any delegation of authority to a committee of Directors
to take any action must be approved in the same manner as would be required for the Board to approve such action directly. Any
committee of Directors shall be composed of the same proportion of GlassBridge Directors and ORIX Directors as the Stockholders
shall then be entitled to appoint to the Board pursuant to Section 2.01(a); provided, that for so long as any Stockholder
has the right to designate a Director to the Board, any committee composed of Directors shall consist of at least one Director
designated by such Stockholder.


 


Section
2.02 Meetings of the Board of Directors.


 


(a)
The Board will meet no less than four (4) times a year at such times and in such places as the Board shall designate from time
to time. In addition to the regular meetings contemplated by the foregoing sentence, special meetings of the Board may be called
by any Director or Stockholder on no less than two (2) Business Days prior written notice of the time, place and agenda of the
meeting.


 


(b)
The Directors may participate in any meeting of the Board by means of video conference, teleconference or other similar communications
equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute
such Director’s presence in person at the meeting.


 


(c)
The presence of a majority of Directors then in office shall constitute a quorum; provided, that, except as provided below,
the presence of the ORIX Director at such meeting, whether of the Board or a committee thereof, shall be required in order for
a quorum to be present. If a quorum is not achieved at any duly called meeting, whether of the Board or a committee thereof, such
meeting may be postponed to a time no earlier than 48 hours after written notice of such postponement has been given to the Directors.
If the ORIX Director is not present for two (2) consecutive meetings, whether of the Board or a committee thereof, then the presence,
in person or by proxy, of Directors designated by Stockholders holding more than fifty percent (50%) of the voting securities
shall constitute a quorum for the next such meeting; provided, however, no action may be taken at such meeting except as
specifically indicated on the agenda for the meeting sent with the notice of the meeting.


 






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(d)
Unless otherwise restricted by this Agreement, any action required or permitted to be taken at any meeting of the Board or of
any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent
thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings
of the Board of Directors or committee.


 


(e)
The Company shall pay all reasonable and documented fees, charges and expenses (including travel and related expenses) incurred
by each Director in connection with: (i) attending the meetings of the Board and all committees thereof and (ii) conducting any
other Company business requested by the Company.


 


Section
2.03 Voting Arrangements. 


 


(a)
For a period of thirty (30) months from the date
hereof (the “Special Rights Period”), subject to Section 2.03(b) (in respect of the business or the operations
of GlassBridge Asset Management, LLC and its Subsidiaries), Section 2.03(c) and Section 2.03(e), and as the Special Rights (as
defined below) may be reinstated pursuant to the terms of, and for such period of time as set forth in, the Assignment and Assumption
Agreement, in addition to any vote or consent of the Board or the Stockholders required by Applicable Law, without ORIX Approval,
the Company shall not, and, to the extent specifically provided below, shall cause each of its Subsidiaries not to (the “Special
Rights”):


 


(i)
amend, modify or waive the Certificate of Incorporation or By-laws;


 


(ii)
(1) make any material change to the nature of the business as conducted by the Company as of the date of this Agreement or (2)
enter into any business other than the business as conducted by the Company as of the date of this Agreement;


 


(iii)
(1) issue or sell Capital Stock of the Company or any Subsidiary of the Company to any Person or (2) enter into or effect any
transaction or series of related transactions involving the repurchase, redemption or other acquisition of Capital Stock of the
Company or any Subsidiary of the Company from any Person, in each case, other than pursuant to and in accordance with the terms
of this Agreement;


 


(iv)
incur any indebtedness, pledge or grant Liens except for Permitted Liens on any assets or guarantee, assume, endorse or otherwise
become responsible for the obligations of any other Person, except (1) in the ordinary course of business consistent with past
practice or (2) in any arm’s length transaction providing debt financing to the Company or one of its Subsidiaries;


 


(v)
make any loan, advance or capital contribution to any Person, except (1) in the ordinary course of business consistent with past
practice or (2) in any arm’s length transaction providing debt financing to the Company or one of its Subsidiaries;


 






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(vi)
appoint or remove the Company’s auditors or make any changes in the accounting methods or policies of the Company (other
than as required by GAAP);


 


(vii)
enter into, amend in any material respect, waive or terminate any Related Party Agreement (other than, for the avoidance of doubt,
any purchase(s) of Common Stock by ORIX as contemplated by this Agreement or otherwise), other than in the ordinary course of
business consistent with past practice;


 


(viii)
enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other
acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the Company of any assets and/or
equity interests of any Person, other than in the ordinary course of business consistent with past practice;


 


(ix)
enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposition
(including by merger, consolidation, sale of stock or sale of assets) by the Company of any assets (other than sales in the ordinary
course of business);


 


(x)
establish a Subsidiary or enter into any joint venture or similar business arrangement;


 


(xi)
enter into or amend any material term of (1) any employment agreement or arrangement with any senior employee, (2) the compensation
(including salary, bonus, deferred compensation or otherwise) or benefits of any senior employee, (3) any stock option, employee
stock purchase or similar equity-based plans, (4) any benefit, severance or other similar plan or (v) any annual bonus plan or
any management equity plan, in all such cases except in the ordinary course of business consistent with past practice;


 


(xii)
settle any lawsuit, action, dispute or other proceeding or otherwise assume any liability of a third party or agree to the provision
of any equitable relief by the Company;


 


(xiii)
initiate or consummate an Initial Public Offering or make a public offering and sale of Common Stock or any other securities;


 


(xiv)
make any investments in any other Person other than in the ordinary course of business consistent with past practice;


 


(xv)
dissolve, wind-up or liquidate the Company or initiate a bankruptcy proceeding involving the Company; or


 


(xvi)
authorize or enter into any binding agreement or commitment with respect to any of the foregoing.


 


(b)
Nothing contained in Section 2.03(a) is intended to or shall give ORIX, directly or indirectly, the right to control or direct
the business or the operations of GlassBridge Asset Management, LLC and its Subsidiaries, and the Company and each of the Stockholders
agree that the Company shall cause GlassBridge Asset Management, LLC and its Subsidiaries to conduct their business in the ordinary
course of business (consistent with past practice and good industry practice).


 






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(c)
Notwithstanding anything contained in paragraphs (iv), (v), (vii), (viii), (ix), (xi), (xii) and (xiv) of Section 2.03(a) to the
contrary, ORIX Approval shall not be required for any expenditures, commitments or other obligations of the Company that would
otherwise require ORIX Approval pursuant to such paragraphs of Section 2.03(a) if such expenditures, commitment or similar obligations
in a single transaction or series of related transactions or in the aggregate for the current Fiscal Year are less than $500,000
at the time such expenditure, commitment or similar obligation is made, as reasonably calculated by the Company; provided that
solely with respect to paragraphs (vii) and (ix), no single transaction or series of related transactions may exceed $250,000
during a Fiscal Year.


 


(d)
Notwithstanding anything to the contrary in this Agreement, commencing upon the expiration of the Special Rights Period, in addition
to any vote or consent of the Board or the Stockholders required by Applicable Law, without ORIX Approval, the Company shall not,
and shall cause each of its Subsidiaries not to, take any action which is designed to, or could reasonably be expected to, disproportionately
and adversely affect the rights of ORIX with respect to its Capital Stock in favor of GlassBridge with respect to its Capital
Stock or any other Person who at such time holds or is being issued Capital Stock, in any material manner (the “Minority
Rights”); provided that if the Special Rights are reinstated (or are never terminated) pursuant to the terms of the
Assignment and Assumption Agreement, and during such period of time as the Special Rights are reinstated (or remain in effect,
to the extent never extinguished) and effective, the Minority Rights shall be suspended (i.e., it is intended that the Minority
Rights shall apply and be effective at all times that the Special Rights are not in effect).


 


(e)
Notwithstanding anything contained in Section 2.03(a) to the contrary, ORIX Approval shall not be required for any actions that
would otherwise require ORIX Approval pursuant to such paragraphs of Section 2.03(a) if such action is taken solely for the purpose
of, and in connection with, satisfying the scheduled payment obligations set forth in the Notes, including the sale of assets
of the Company.


 


(f)
Notwithstanding anything to the contrary in this Agreement, in the event the Ownership Percentage of GlassBridge ceases to be
equal to at least twenty (20%) and no GlassBridge Director is serving on the Board, then, in addition to any vote or consent of
the Stockholders required by Applicable Law, without the written consent of GlassBridge, the Company shall not, and shall cause
each of its Subsidiaries not to, take any action which is designed to, or could reasonably be expected to, disproportionately
and adversely affect the rights of GlassBridge with respect to its Capital Stock in favor of ORIX with respect to its Capital
Stock or any other Person who at such time holds or is being issued Capital Stock, in any material manner.


 


Section
2.04 Observer. So long as ORIX holds five percent (5%) of the Common Stock in the Company (on a fully diluted basis), ORIX
shall have the right to designate one observer to attend board meetings on behalf ORIX. The observer shall not have the right
to vote on any matter presented to the Board. The observer shall be given written notice of each meeting of the Board at the same
time and in the same manner as the directors, shall be provided with all written materials and other information given to the
directors and shall be permitted to attend as an observer all meetings of the Board, and in the event the Board proposes to take
any action by written consent in lieu of a meeting, the observer shall be given written notice thereof including the proposed
text of such written consent; provided, however, that the Board shall have the right to withhold any information and to exclude
the observer from any meeting or portion thereof (a) if doing so is, in the reasonable judgment of the Board, advisable or necessary
to protect the attorney client privilege between the corporation and counsel, or (b) if the Board reasonably determines that attendance
by the observer would conflict with the discharge of its fiduciary duties under applicable law. The observer shall have agreed
to the foregoing obligation and shall agree to hold confidential all information received in such capacity.


 






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ARTICLE
III

Transfer of Interests


 


Section
3.01 General Restrictions on Transfer.


 


(a)
Each Stockholder agrees that such Stockholder will not, voluntarily or involuntarily Transfer any of its Common Stock, at any
time prior to the date that is 180 days after the date of this Agreement; provided, however, that ORIX may Transfer its
Common Stock to a Permitted Transferee.


 


(b)
From and after the date that is 180 days after the date of this Agreement, except as permitted pursuant to Section 3.01(c) or
in accordance with the procedures described in Section 3.02 or Section 5.01, each Stockholder agrees that such Stockholder will
not, voluntarily or involuntarily Transfer any of its Common Stock.


 


(c)
The provisions of Section 3.01(b) and Section 3.02, shall not apply to any of the following Transfers by any Stockholder of any
of its Common Stock:


 


(i)
to a Permitted Transferee; or


 


(ii)
pursuant to a merger, consolidation or other business combination of the Company with a Third Party Purchaser that has been approved
in compliance with Section 2.03(a)(ix).


 


(d)
In addition to any legends required by Applicable Law, each certificate representing the Common Stock of the Company shall bear
a legend substantially in the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY
OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION
STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.
THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS
AGREEMENT.”


 


(e)
Prior notice shall be given to the Company by the transferor of any Transfer (whether or not to a Permitted Transferee) of any
Common Stock. Prior to consummation of any Transfer by any Stockholder of any of its Common Stock, such party shall cause the
transferee thereof to execute and deliver to the Company a Joinder Agreement and agree to be bound by the terms and conditions
of this Agreement. Upon any Transfer by any Stockholder of any of its Common Stock, in accordance with the terms of this Agreement,
the transferee thereof shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the
transferor thereof.


 






    	 	10	 



    	 



    

 


(f)
Notwithstanding any other provision of this Agreement, each Stockholder agrees that it will not Transfer any of its Common Stock
(i) except as permitted under the Securities Act and other applicable federal or state securities laws, and then, if requested
by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to
the effect that such Transfer may be effected without registration under the Securities Act, (ii) if it would cause the Company
or any of its Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, or (iii)
if it would cause the assets of the Company or any of its Subsidiaries to be deemed plan assets as defined under the Employee
Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder
involving the Company. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse
effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority.


 


(g)
Any Transfer or attempted Transfer of any Common Stock in violation of this Agreement shall be null and void ab initio,
no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be
treated (and the purported transferor shall continue to be treated) as the owner of such Common Stock for all purposes of this
Agreement.


 


Section
3.02 Right of First Refusal. 


 


(a)
If at any time prior to the fourth anniversary of the date of this Agreement, a Stockholder (such Stockholder, an “Offering
Stockholder”) receives a bona fide offer from any Third Party Purchaser to purchase all or any portion of the Common
Stock (the “Offered Shares”) owned by the Offering Stockholder and the Offering Stockholder desires to Transfer
the Offered Shares (other than Transfers that are permitted by Section 3.01(c) or Transfers made pursuant to Section 5.01), then
the Offering Stockholder must first make an offering of the Offered Shares to each other Stockholder (each such other Stockholder,
a “ROFR Rightholder”) in accordance with the provisions of this Section 3.02.


 


(b)
The Offering Stockholder shall, within 5 Business Days of receipt of the offer from the Third Party Purchaser which the Offering
Stockholder desires to accept, give written notice (the “Offering Stockholder Notice”) to the Company and the
ROFR Rightholders stating that it has received a bona fide offer from a Third Party Purchaser and specifying:


 


(i)
the number of Offered Shares the Third Party Purchaser proposes to purchase from Stockholder;


 


(ii)
the identity of the Third Party Purchaser;


 


(iii)
the per share purchase price (which for the avoidance of doubt shall be payable solely in cash) and the other material terms and
conditions of the Transfer; and


 


(iv)
the proposed date, time and location of the closing of the Transfer.


 






    	 	11	 



    	 



    

 


The
Offering Stockholder Notice shall constitute the Offering Stockholder’s offer to Transfer the Offered Shares to the ROFR
Rightholders, which offer shall be irrevocable until the end of the ROFR Notice Period.


 


(c)
By delivering the Offering Stockholder Notice, the Offering Stockholder represents and warrants to the Company and to each ROFR
Rightholder that: (i) the Offering Stockholder has full right, title and interest in and to the Offered Shares; (ii) the Offering
Stockholder has all the necessary power and authority to Transfer such Offered Shares as contemplated by this Section 3.02; and
(iii) the Offered Shares are free and clear of any and all Liens other than those arising as a result of or under the terms of
this Agreement or under applicable securities laws.


 


(d)
Upon receipt of the Offering Stockholder Notice, each ROFR Rightholder shall have 10 Business Days (the “ROFR Notice
Period”) to elect to purchase all (and not less than all) of the Offered Shares by delivering a written notice (a “ROFR
Notice”) to the Offering Stockholder and the Company stating that it offers to purchase all of such Offered Shares on
the terms specified in the Offering Stockholder Notice. Any ROFR Notice shall be binding upon delivery and irrevocable by the
applicable ROFR Rightholder (provided the representations in Section 3.02(c) to be made by the Offering Stockholder continue to
be accurate). If more than one ROFR Rightholder delivers a ROFR Notice, each such ROFR Rightholder (the “Purchasing Stockholder”)
shall be entitled to purchase the number of shares equal to the product of (x) the total number of Offered Shares and (y) a fraction
determined by dividing (A) the number of shares of Common Stock owned by such Purchasing Stockholder as of the date of the Offering
Stockholder Notice, by (B) the total number of shares of Common Stock owned by all of the Purchasing Stockholders as of such date.


 


(e)
Each ROFR Rightholder that does not deliver a ROFR Notice during the ROFR Notice Period shall be deemed to have waived all of
such ROFR Rightholder’s rights to purchase such Offered Shares (but for clarity, not any other future Offered Shares) under
this Section 3.02.


 


(f)
If no ROFR Rightholder delivers a ROFR Notice in accordance with Section 3.02(d), the Offering Stockholder may, during the 60
Business Day period immediately following the expiration of the ROFR Notice Period, which period may be extended for a reasonable
time not to exceed 90 Business Days to the extent reasonably necessary to obtain any Government Approvals (the “Waived
ROFR Transfer Period”), Transfer all of the Offered Shares to the Third Party Purchaser on terms and conditions no more
favorable to the Third Party Purchaser than those set forth in the Offering Stockholder Notice. If the Offering Stockholder does
not Transfer the Offered Shares within such period or, if such Transfer is not consummated within the Waived ROFR Transfer Period,
the rights provided hereunder shall be deemed to be revived and the Offered Shares shall not be Transferred to the Third Party
Purchaser unless the Offering Stockholder sends a new Offering Stockholder Notice in accordance with, and otherwise complies with,
this Section 3.02.


 


(g)
The Offering Stockholder and each Purchasing Stockholder shall take all actions as may be reasonably necessary to consummate the
Transfer contemplated by this Section 3.02, including entering into agreements and delivering certificates and instruments and
consents as may be deemed necessary or appropriate by the Company and the Purchasing Stockholder.


 


(h)
At the closing of any Transfer pursuant to this Section 3.02, the Offering Stockholder shall deliver to the Purchasing Stockholders
the certificate or certificates representing the Offered Shares to be sold (if any), accompanied by stock powers and all necessary
stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from such Purchasing
Stockholders by certified or official bank check or by wire transfer of immediately available funds.


 






    	 	12	 



    	 



    

 


ARTICLE
IV

PRE-EMPTIVE RIGHTS AND OTHER AGREEMENTS


 


Section
4.01 Pre-emptive Right.


 


(a)
The Company hereby grants to ORIX the right to purchase any new Capital Stock of the Company (the “New Securities”)
that the Company may from time to time propose to issue or sell to any party.


 


(b)
The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in
subsection (a) above to ORIX within 5 Business Days following any meeting of the Board at which any such issuance or sale is approved
(which shall include the ORIX Approval during the Special Rights Period). The Issuance Notice shall set forth the material terms
and conditions of the proposed issuance, including:


 


(i)
the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Stock, on a fully
diluted basis, that such issuance would represent;


 


(ii)
the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and


 


(iii)
the proposed purchase price per share.


 


(c)
ORIX shall for a period of 15 Business Days following the receipt of an Issuance Notice have the right to elect irrevocably to
purchase, at the purchase price set forth in the Issuance Notice, either (i) all of the New Securities or (ii) the amount of New
Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and
(y) a fraction determined by dividing (A) the number of shares of Common Stock owned by ORIX immediately prior to such issuance
by (B) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance, by delivering a
written notice to the Company. ORIX’s election to purchase New Securities shall be binding and irrevocable.


 


(d)
The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect
to any New Securities not elected to be purchased by ORIX pursuant to Section 4.01(c) above in accordance with the terms and conditions
set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced)
so long as such issuance or sale is closed within 30 Business Days after the date of the Issuance Notice (subject to the extension
of such 30 Business Day period for a reasonable time not to exceed 60 Business Days to the extent reasonably necessary to obtain
any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall
not thereafter issue or sell any New Securities without first again offering such securities to the Stockholders in accordance
with the procedures set forth in this Section 4.01.


 






    	 	13	 



    	 



    

 


(e)
Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to
ORIX certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other
than those arising hereunder and those attributable to the actions of the purchasers thereof or under securities law), and the
Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such
New Securities shall be, upon issuance thereof to ORIX and after payment therefor, duly authorized, validly issued, fully paid
and non-assessable. ORIX shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer
of immediately available funds and make representations and warranties regarding organization and authority, enforceability, absence
of conflicts with any law, absence of consents required from any Governmental Authority, absence of legal proceedings instituted
by any Governmental Authority or any other Person unaffiliated with the Company or Seller or any of its Subsidiaries and such
other representation and warranties in order to ensure compliance with federal securities laws as the Company may reasonably request.
Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate
the purchase and sale including entering into such additional agreements as may be necessary or appropriate.


 


Section
4.02 Section 382 Compliance. Each Stockholder will use its reasonable best efforts
not to impair under Section 382 of the Internal Revenue Code of 1986 (the “Tax Code”), or the Treasury regulations
promulgated thereunder (the “Treasury Regulations”), (whether by action or omission) the ability to utilize
historical net operating losses to offset the Company’s taxable income. Without limiting the generality of the foregoing,
each Stockholder agrees: (a) to prevent (to the extent in its reasonable control) and not knowingly to participate in or facilitate
(whether by consent or approval, sharing of information or otherwise) any transaction involving it and any other Person that would
cause any “owner shift,” within the meaning of Section 382 of the Tax Code or the Treasury Regulations with respect
to it or any of its Subsidiaries (including the Company); and (b) it shall not, nor shall it permit any of its Subsidiaries (including
the Company) to, issue any Capital Stock if such issuance would cause any “owner shift” (x) until the first anniversary
of the date hereof, to exceed 37.0% and (y) thereafter, to exceed 35.0%. The Company and the Stockholders agree that any Transfer
or attempted Transfer of any Capital Stock of any Person by a “5% shareholder” (as defined under Section 382 of the
Code) that would create an “ownership change” within the meaning of Section 382(g)(2) of the Tax Code shall be null
and void ab initio, no such Transfer shall be recorded on the books of such Person and the purported transferee in any
such Transfer shall not be treated (and the purported transferor shall continue to be treated) as the owner of such Capital Stock.


 


Section
4.03 Confidentiality.


 


(a)
Each Stockholder shall and shall cause its Representatives to, keep confidential and not divulge any information (including all
budgets, business plans and analyses) concerning the Company, including its assets, business, operations, financial condition
or prospects (“Information”), and to use, and cause its Representatives to use, such Information only in connection
with the operation of the Company; provided, that nothing herein shall prevent any Stockholder from disclosing such Information
(i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority
having jurisdiction over such Stockholder, (iii) to the extent compelled by legal process or required or requested pursuant to
subpoena, interrogatories or other discovery requests, (iv) to the extent necessary in connection with the exercise of any remedy
hereunder, (v) to other Stockholders, (vi) to such Stockholder’s Representatives that in the reasonable judgment of such
Stockholder need to know such Information, (vii) to such Stockholder’s Affiliates, or (viii) to any potential Permitted
Transferee in connection with a proposed Transfer of Common Stock from such Stockholder as long as such transferee agrees to be
bound by the provisions of this Section 4.03 as if a Stockholder, provided, further, that in the case of clause (i), (ii)
or (iii), such Stockholder shall notify the other parties hereto of the proposed disclosure as far in advance of such disclosure
as practicable and use reasonable efforts to ensure that any Information so disclosed is accorded confidential treatment, when
and if available.


 






    	 	14	 



    	 



    

 


(b)
The restrictions of Section 4.03(a) shall not apply to information that (i) is or becomes generally available to the public other
than as a result of a disclosure by a Stockholder or any of its Representatives in violation of this Agreement; (ii) is or becomes
available to a Stockholder or any of its Representatives on a non-confidential basis prior to its disclosure to the receiving
Stockholder and any of its Representatives, (iii) is or has been independently developed or conceived by such Stockholder without
use of the Company’s Information or (iv) becomes available to the receiving Stockholder or any of its Representatives on
a non-confidential basis from a source other than the Company, any other Stockholder or any of their respective Representatives,
provided, that such source is not known by the recipient of the information to be bound by a confidentiality agreement
with the disclosing Stockholder or any of its Representatives.


 


ARTICLE
V

BUY-SELL AGREEMENT


 


Section
5.01 Buy-Sell Right. At any time, and from time to time, ORIX shall have the
right, but not the obligation, to elect to implement the buy/sell procedures set forth in this Section 5.01 by delivering to GlassBridge
a written notice of such election (“Buy-Sell Offer Notice”); provided, however, ORIX may not deliver
more than three (3) Buy-Sell Offer Notices in any three (3) month period.


 


(a)
Buy-Sell Election. The Buy-Sell Offer Notice shall set forth:


 


(i)
the number of shares of Common Stock owned by GlassBridge that ORIX desires to purchase (which may be all or a portion of the
shares of Common Stock then owned by GlassBridge) (the number of shares of Common Stock owned by GlassBridge that is specified
in the Buy-Sell Offer Notice, the “Subject Shares”);


 


(ii)
the aggregate purchase price for the Subject Shares, which shall be at least Book Value plus 20%) (the purchase price per share
of Common Stock specified in the Buy-Sell Offer Notice, the “Offer Price”) and shall be payable exclusively
in cash (unless otherwise agreed); and


 


(iii)
the closing date for the purchase and sale of the Subject Shares (which closing date shall be on a Business Day between two (2)
Business Days and seven (7) Business Days following the date of the Buy-Sell Offer Notice).


 


No
Buy-Sell Offer Notice under this Section 5.01(a) may be rescinded without the written consent of each of GlassBridge and ORIX.


 


(b)
Response Notice. Within two (2) Business Days following the date of the Buy-Sell Offer Notice, GlassBridge shall deliver
ORIX a responsive notice, without qualification or condition, electing either:


 


(i)
to sell to ORIX the Subject Shares at the Offer Price; or


 






    	 	15	 



    	 



    

 


(ii)
to purchase from ORIX the lesser of (1) all (but not less than all) of the shares of Common Stock then owned by ORIX, and (2)
the number of shares of Common Stock specified in the Buy-Sell Offer Notice, in either case at the Offer Price.


 


Any
responsive notice delivered to ORIX under clause (i) above is referred to herein as an “Acceptance” and any
responsive notice delivered to ORIX under clause (ii) above is referred to herein as a “Counter Offer”. No
Acceptance or Counter Offer under this Section 5.01(b) may be rescinded without the written consent of each of ORIX and GlassBridge.
The failure of GlassBridge to give a responsive notice (without qualification or condition) within the required time period shall
be deemed notice of an election to sell to ORIX the Subject Shares under clause (i) above and shall be treated for all purposes
as an Acceptance.


 


(c)
Response to Counter Offer. In the event that a Counter Offer is delivered to ORIX, ORIX shall have the right, within two
(2) Business Days following the Counter Offer, in its sole discretion to either accept or reject the Counter Offer. The failure
of ORIX to respond to the Counter Offer within the required time period shall be deemed to be a rejection of the Counter Offer.
If the Counter Offer is rejected, then no Transfer shall be consummated.


 


(d)
Closing Process.


 


(i)
The Stockholder obligated to purchase shares of Common Stock pursuant to this Section 5.01 is referred to herein as the “Purchaser”
and the Stockholder obligated to sell shares of Common Stock pursuant to this Section 5.01 is referred to herein as the “Selling
Stockholder.”


 


(ii)
The closing of any purchase and sale of Subject Shares by ORIX pursuant to clause (i) of Section 5.01(b) (following delivery or
deemed delivery of an Acceptance) shall occur on the date set forth in the Buy-Sell Offer Notice.


 


(iii)
The closing of any purchase and sale of shares of Common Stock by GlassBridge following delivery of a Counter Offer that is accepted
by ORIX shall take place on a Business Day between four (4) Business Days and seven (7) Business Days after the date of the Counter
Offer as GlassBridge shall designate.


 


(iv)
The aggregate purchase price payable in connection with the purchase and sale of shares of Common Stock pursuant to this Section
5.01 shall be paid at closing by wire transfer of immediately available funds to an account designated in writing by the Selling
Stockholder (unless otherwise agreed). At the closing, the Selling Stockholder shall deliver to the Purchaser good and marketable
title to its shares of Common Stock, free and clear of all any Liens (other than those arising hereunder or under applicable securities
laws). Each Stockholder agrees to cooperate and take all actions and execute all documents reasonably necessary or appropriate
to reflect the purchase of the Selling Stockholder’s shares of Common Stock by the Purchaser.


 


(e)
Failure to Close.


 


(i)
If the Purchaser fails to perform its obligations under this Section 5.01 (following such failure, the “Defaulting Purchaser”),
the Selling Stockholder shall have all rights and remedies available to it hereunder or at law or equity, including the right
to seek specific performance. If the Selling Stockholder shall fail to perform its obligations under this Section 5.01, the Purchaser
shall have all rights and remedies available to it hereunder or at law or equity, including the right to seek specific performance.


 






    	 	16	 



    	 



    

 


(ii)
Notwithstanding anything contained in this Section 5.01, if the Board determines that the consummation of the Transfer contemplated
by this Section 5.01 would have a material adverse effect on the Company NOL (as defined in the Securities Purchase Agreement),
including the amount, deductibility and/or timing of deductibility, as a result of any regulatory or other restrictions imposed
by any tax authority, the Stockholders may not consummate such Transfer.


 


ARTICLE
VI

Information Rights


 


Section
6.01 Financial Statements. In addition to,
and without limiting any rights that a Stockholder may have with respect to inspection of the books and records of the Company
under Applicable Laws, the Company shall furnish to each Stockholder, the following information:


 


(a)
As soon as available, and in any event within 75 days after the end of each Fiscal Year, the audited balance sheet of the Company
as at the end of each such Fiscal Year and the audited statements of income, cash flows and changes in stockholders’ equity
for such year, accompanied by the certification of independent certified public accountants of recognized national standing selected
by the Board in accordance with Section 2.03(a)(vi), to the effect that, except as set forth therein, such financial statements
have been prepared in accordance with GAAP, applied on a basis consistent with prior years and fairly present in all material
respects the financial condition of the Company as of the dates thereof and the results of its operations and changes in its cash
flows and stockholders’ equity for the periods covered thereby.


 


(b)
As soon as available, and in any event within 45 days after the end of the first three fiscal quarters of the Fiscal Year, the
balance sheet of the Company at the end of such quarter and the statements of income, cash flows and changes in stockholders’
equity for such quarter, all in reasonable detail and all prepared in accordance with GAAP, consistently applied, and certified
by the Chief Financial Officer of the Company.


 


(c)
To the extent the Company is required by Applicable Law or pursuant to the terms of any outstanding indebtedness of the Company
to prepare such reports, any annual reports, quarterly reports and other periodic reports (without exhibits) actually prepared
by the Company as soon as available.


 


Section
6.02 Inspection Rights.


 


(a)
The Company shall, and shall cause its officers, Directors and employees to, (i) afford each Stockholder that owns at least 5%
of the Company’s outstanding Common Stock and the Representatives of each such Stockholder who execute a non-disclosure
agreement in a form reasonably satisfactory to the Company, during normal business hours and upon reasonable notice, reasonable
access at all reasonable times to its officers, employees, auditors, properties, offices, plants and other facilities and to all
books and records, and (ii) afford such Stockholder the opportunity to consult with its officers from time to time regarding the
Company’s affairs, finances and accounts as each such Stockholder may reasonably request upon reasonable notice.


 


(b)
The right set forth in Section 6.02(a) above shall not and is not intended to limit any rights which the Stockholders may have
with respect to the books and records of the Company, or to inspect its properties or discuss its affairs, finances and accounts
under the laws of the jurisdiction in which the Company is incorporated.


 






    	 	17	 



    	 



    

 


ARTICLE
VII

Representations and Warranties


 


Section
7.01 Representations and Warranties. Each Stockholder, severally and not jointly,
represents and warrants to the Company and each other Stockholder that:


 


(a)
Such Stockholder is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing
under the laws of the State of Delaware.


 


(b)
Such Stockholder has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations
hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action
of such Stockholder. Such Stockholder has duly executed and delivered this Agreement.


 


(c)
This Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement
of creditors right in general. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority, except as may be required
by GlassBridge pursuant to the Exchange Act or the Securities Act.


 


(d)
The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated
hereby do not (i) conflict with or result in any violation or breach of any provision of any of the organizational documents of
such Stockholder, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law or (iii) require
any consent or other action by any Person under any provision of any material agreement or other instrument to which the Stockholder
is a party.


 


(e)
Except for this Agreement, such Stockholder has not entered into or agreed to be bound by any other agreements or arrangements
of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition
or disposition of the Common Stock or any interest therein or the voting of the Common Stock (whether or not such agreements and
arrangements are with the Company or any other Stockholder).


 


ARTICLE
VIII

Term and Termination


 


Section
8.01 Termination. This Agreement shall terminate
upon the earliest of:


 


(a)
the consummation of an Initial Public Offering;


 


(b)
the consummation of a merger or other business combination involving the Company whereby the Common Stock becomes a security that
is listed or admitted to trading on the NASDAQ Stock Market, the New York Stock Exchange or another national securities exchange;


 






    	 	18	 



    	 



    

 


(c)
the date on which none of the Stockholders holds any Common Stock;


 


(d)
the dissolution, liquidation, or winding up of the Company; or


 


(e)
upon the unanimous agreement of the Stockholders.


 


Section
8.02 Effect of Termination.


 


(a)
The termination of this Agreement shall terminate all further rights and obligations of the Stockholders under this Agreement
except that such termination shall not effect:


 


(i)
the existence of the Company;


 


(ii)
the obligation of any Party to pay any amounts arising on or prior to the date of termination, or as a result of or in connection
with such termination;


 


(iii)
the rights which any Stockholder may have by operation of law as a stockholder of the Company; or


 


(iv)
the rights contained herein which, by their terms are intended to survive termination of this Agreement.


 


(b)
The following provisions shall survive the termination of this Agreement: this Section 8.02 and Section 4.03, Section 9.01, Section
9.02, Section 9.03, Section 9.11, Section 9.12 and Section 9.13.


 


ARTICLE
IX

Miscellaneous


 


Section
9.01 Expenses. Except as otherwise expressly
provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred
in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and
expenses.


 


Section
9.02 Release of Liability. In the event any
Stockholder shall Transfer all of the Common Stock held by such Stockholder in compliance with the provisions of this Agreement
without retaining any interest therein, then such Stockholder shall cease to be a party to this Agreement and shall be relieved
and have no further liability arising hereunder for events occurring from and after the date of such Transfer.


 






    	 	19	 



    	 



    

 


Section
9.03 Notices. All notices, requests, consents, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written
confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested),
(c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the
recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the
date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the
respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in
accordance with this Section 9.03):


 


	If
    to the Company:	Imation
    Enterprises Corp.
	 	510
    Madison Ave, 9th Floor
	 	New
    York, New York 10022
	 	E-mail:
    dstrauss@glassbridge.com 
	 	Attention:
    Chief Executive Officer
	 	 
	with
    a copy (which shall not	Loeb
    & Loeb LLP
	constitute notice) to	345
    Park Avenue
	 	New
    York, New York 10154
	 	E-mail:
    lrothenberg@loeb.com 
	 	Attention:
    Lloyd L. Rothenberg, Esq.



 


	If to GlassBridge:	GlassBridge
    Enterprises, Inc.
	 	510
    Madison Ave, 9th Floor
	 	New
    York, New York 10022
	 	E-mail:
    dstrauss@glassbridge.com 
	 	Attention:
    Chief Executive Officer
	 	 
	with
    a copy (which shall not constitute notice) to:	Loeb
    & Loeb LLP
	345
    Park Avenue
	New
    York, New York 10154
	E-mail:
    lrothenberg@loeb.com 
	Attention:
    Lloyd L Rothenberg, Esq.



 






    	 	20	 



    	 



    

 


	If
    to ORIX:	ORIX
    Corporation USA
	 	1717
    Main Street, Suite 1100
	 	Dallas,
    Texas 75201
	 	E-mail:
    Benjamin.Price@orix.com 
	 	Attention:
    Benjamin Price, Assistant General Counsel
	 	 
	 	ORIX
    Corporation USA
	 	280
    Park Avenue
	 	New
    York, NY 10017
	 	E-mail:
    Gregory.Raykher@orix.com 
	 	Attention:
    Gregory Raykher
	 	 
	 	ORIX
    Corporation USA
	 	280
    Park Avenue
	 	New
    York, NY 10017
	 	E-mail:
    Neil.Winward@orix.com 
	 	Attention:
    Neil Winward
	 	 
	with a copy (which shall not	Norton
    Rose Fulbright US LLP
	 constitute notice) to:	1301
    Avenue of the Americas
	 	New
    York, New York 10019
	 	E-mail:
    sheldon.nussbaum@nortonrosefulbright.com 
	 	Attention:
    Sheldon G.  Nussbaum, Esq.


 


Section
9.04 Interpretation. For purposes of this
Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed
by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,”
“hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.
The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
Unless the context otherwise requires, references herein: (x) to Articles, Sections, and Exhibits mean the Articles and Sections
of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument
or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and
(z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations
promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits 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.


 






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Section
9.05 Headings. The headings in this Agreement
are for reference only and shall not affect the interpretation of this Agreement.


 


Section
9.06 Severability. If any term or provision
of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to
the greatest extent possible.


 


Section
9.07 Entire Agreement. This Agreement and
the Organizational Documents constitute the sole and entire agreement of the parties with respect to the subject matter contained
herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect
to such subject matter. In the event of any inconsistency or conflict between this Agreement and any Organizational Document,
the Stockholders and the Company shall, to the extent permitted by Applicable Law, amend such Organizational Document to comply
with the terms of this Agreement.


 


Section
9.08 Successors and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.


 


Section
9.09 No Third-party Beneficiaries. This Agreement
is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended
to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.


 


Section
9.10 Amendment and Modification; Waiver. This
Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any
party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified
by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure
to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed
as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


Section
9.11 Governing Law. This Agreement shall
be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice
or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than those of the State of Delaware.


 






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Section
9.12 Dispute Resolution.


 


(a)
Subject to Section 9.13, any dispute, controversy or claim arising out of, relating to, or in connection with, this Agreement
or any breach, termination or validity thereof (a “Dispute”) shall be finally settled by arbitration. The arbitration
shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the
time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The seat of the arbitration
shall be New York.


 


(b)
The arbitration shall be conducted by three arbitrators. The party initiating arbitration (the “Claimant”)
shall appoint its arbitrator in its request for arbitration (a “Request”). The other party (the “Respondent”)
shall appoint its arbitrator within 30 days of receipt of the Request and shall notify the Claimant of such appointment in writing.
If the Respondent fails to appoint an arbitrator within such 30 day period, the arbitrator named in the Request shall decide the
Dispute as the sole arbitrator. Otherwise, the two arbitrators appointed by the parties shall appoint a third arbitrator within
30 days after the Respondent has notified the Claimant of the appointment of the Respondent’s arbitrator. When the arbitrators
appointed by the parties have appointed a third arbitrator and the third arbitrator has accepted the appointment, the two arbitrators
shall promptly notify the parties of such appointment. If the two arbitrators appointed by the parties fail or are unable to appoint
a third arbitrator or to notify the parties of such appointment, then the third arbitrator shall be appointed by the President
of the American Arbitration Association which shall promptly notify the parties of the appointment of the third arbitrator. The
third arbitrator shall act as chairman of the panel.


 


(c)
The arbitration award shall be in writing and shall be final and binding on the parties. The award may include an award of costs,
including reasonable attorney’s fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction
thereof or having jurisdiction over the parties or their assets.


 


Section
9.13 Equitable Remedies. Each party hereto
acknowledges that the other parties hereto would be irreparably damaged in the event of a breach or threatened breach by such
party of any of its obligations under this Agreement and hereby agrees that in the event of a breach or a threatened breach by
such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies
that may be available to them in respect of such breach, be entitled to an injunction from a court of competent jurisdiction (without
any requirement to post bond) granting such parties specific performance by such party of its obligations under this Agreement.
In the event that any party files a suit to enforce the covenants contained in this Agreement (or obtain any other remedy in respect
of any breach thereof), the prevailing party in the suit shall be entitled to receive in addition to all other damages to which
it may be entitled, the costs incurred by such party in conducting the suit, including reasonable attorney’s fees and expenses.


 


Section
9.14 Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the
same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall
be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.


 


	 	THE
    COMPANY:
	 	 
	 	Imation
    Enterprises Corp.
	 	 
	 	By:	/s/
    Daniel Strauss
	 	Name:	Daniel
    Strauss
	 	Title:	President
    and Treasurer


 


	 	GLASSBRIDGE:
	 	 
	 	GlassBridge
    Enterprises, Inc.
	 	 
	 	By:	/s/
    Daniel Strauss
	 	Name:	Daniel
    Strauss
	 	Title:	Chief
    Executive Officer and Chief
	 	 	Operating
    Officer


 


	 	ORIX:
	 	 
	 	ORIX
    PTP HOLDINGS, LLC
	 	 
	 	By:
    	ORIX Corporate Capital Inc.,
	 	its sole member
	 	 	 
	 	By:	/s/
    Paul E. Wilson
	 	Name:	Paul
    E. Wilson
	 	Title:	Chief
    Financial Officer


 


Stockholders
Agreement Signature Page


 




    	 



    	 



    

 


Schedule
1


 


Book
Value Closing Model


 






    	 



    	 



    

 


Exhibit
A


 


Form
of Joinder Agreement


 


Reference
is hereby made to the Stockholders Agreement, dated as of September [●], 2019 (as amended from time to time, the “Stockholders
Agreement”), by and among Imation Enterprises Corp., a Delaware corporation, GlassBridge Enterprises, Inc., a Delaware
corporation, and ORIX PTP HOLDINGS, LLC, a Delaware limited liability company. Pursuant to and in accordance with Section 3.01(e)
of the Stockholders Agreement, the undersigned hereby acknowledges that it has received and reviewed a complete copy of the Stockholders
Agreement and agrees that upon the execution of this Joinder Agreement, such Person shall become a party to the Stockholders Agreement
and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders Agreement as though
an original party thereto and shall be deemed to be a Stockholder of the Company for all purposes thereof and entitled to all
the rights incidental thereto.


 


Capitalized
terms used herein without definition shall have the meanings ascribed thereto in the Stockholders Agreement.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of [●] above by their respective
officers thereunto duly authorized.


 


	 	[Transferee
    Stockholder]
	 	 
	 	By:
    	                      
	 	Name:	 
	 	Title:	 


 


Acknowledged
and Agreed:


 


	 	Imation
    Enterprises Corp.
	 	 
	 	By:
    	                   
	 	Name:	 
	 	Title: