Exhibit 10.14


 


OMNIBUS AMENDMENT TO NOTE PURCHASE AGREEMENTS


AND NOTE EXCHANGE AGREEMENT


 


This Omnibus Amendment
to the Note Purchase Agreements and the Note Exchange Agreement (this “Omnibus Amendment”) is made and entered
into effective as of May 28, 2020, by and among (i) Hycroft Mining Corporation, a Delaware corporation (the “Company”),
(ii) each of the direct or indirect subsidiaries of the Company listed on the signature pages hereto (the “Subsidiaries”),
(iii) the entities listed on Schedule 1.1 attached hereto (each, an “Exchanging Holder” and collectively,
the “Exchanging Holders”) and (iv) WBox 2015-5 Ltd., in its capacity as collateral agent under each of
the Note Purchase Agreements (the “Collateral Agent”). The parties hereto shall be collectively referred to
as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth
in the Note Exchange Agreement or the Note Purchase Agreements, as applicable.


 


Recitals


 


A.            The
Company, the Subsidiaries, the Exchanging Holders and the Collateral Agent are parties to those certain Note Purchase Agreements
dated February 22, 2019, May 21, 2019, June 27, 2019, August 6, 2019, August 29, 2019, September 25,
2019, October 16, 2019, November 21, 2019, December 17, 2019, January 17, 2020, February 7, 2020, March 12,
2020, April 16, 2020, and May 7, 2020, as amended (the “Note Purchase Agreements”), pursuant to which
the Company issued Senior Secured Notes (the “Existing Notes”) to the Exchanging Holders.


 


B.            Pursuant
to Section 9.2 of each Note Purchase Agreement, such Note Purchase Agreement may be amended with the consent of the Requisite
Holders (as defined in the respective Note Purchase Agreement).


 


C.            The
undersigned Exchanging Holders constitute the Requisite Holders with respect to each Note Purchase Agreement.


 


D.            The
Company, the Subsidiaries, the Exchanging Holders and the Collateral Agent are parties to that certain Note Exchange Agreement
dated January 13, 2020 (the “Note Exchange Agreement”), pursuant to which the Exchanging Holders will transfer
the Existing Notes (as defined in the Note Exchange Agreement) to the Company subject to the terms and conditions set forth in
the Note Exchange Agreement.


 


E.            Pursuant
to Section 9.2 of the Note Exchange Agreement, such Note Exchange Agreement may be amended with the consent of the Requisite
Holders (as defined in the Note Exchange Agreement).


 


F.            The
undersigned Exchanging Holders constitute the Requisite Holders with respect to the Note Exchange Agreement.


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 


Agreement


 


NOW,
THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained, the receipt and adequacy
of which is hereby acknowledged, the Parties agree to amend the Note Purchase Agreements and the Note Exchange Agreement as follows:



 


1.            Note
Purchase Agreements.


 


1.1            The
Company hereby waives any and all obligations set forth in Section 14.2(a)(i) of the Note Purchase Agreements, including,
but not limited to, the obligation to deliver certificates in the form of Exhibit B and Exhibit C to the Note Purchase
Agreements, in connection with the transactions set forth in the Note Exchange Agreement.


 


1.2            The
Collateral Agent hereby waives any right to receive an Opinion of Counsel (as defined in the Note Purchase Agreements) and an Officer’s
Certificate (as used in the Note Purchase Agreements) pursuant to Section 9.5 of the Note Purchase Agreements in connection
with this Omnibus Amendment.


 


2.            Note
Exchange Agreement.


 


2.1            The
first recital of the Note Exchange Agreement is hereby deleted in its entirety and replaced with the following:


 


“WHEREAS, on February 22,
2019, May 21, 2019, June 27, 2019, August 6, 2019, August 29, 2019, September 25, 2019, October 16,
2019, November 21, 2019, December 17, 2019, January 17, 2020, February 7, 2020, March 12, 2020, April 16,
2020, and May 7, 2020, the Company issued, pursuant to Note Purchase Agreements of even date therewith (as amended, the “1.25
Lien Note Purchase Agreements”), $18,000,000, $9,000,000, $10,000,000, $5,000,000, $5,000,000, $5,000,000, $10,000,000,
$5,000,000, $5,000,000, $5,000,000, $5,000,000, $10,000,000, $10,000,000 and $10,000,000  respectively, in aggregate principal
amount of Senior Secured Notes due June 30, 2020 (the “Existing Notes”);”


 


2.2            To
the extent an Exchanging Holder fails to deliver one (or more) of its Existing Notes to the Company on or prior to the Closing
Date, the Company hereby waives the obligations of such Exchanging Holders to deliver the Existing Notes to the Company pursuant
to Section 2.2(c) of the Note Exchange Agreement; provided that the Company waives such obligations upon the representations
and warranties and covenants, obligations and other provisions contained in this Agreement (including, without limitation, Exhibit G
hereto).


 


2.3            The
Collateral Agent hereby waives any right to receive an Officer’s Certificate (as used in the Note Exchange Agreement) pursuant
to Section 9.5 of the Note Exchange Agreement in connection with this Omnibus Amendment.


 


2.4            Section 2.2
of the Note Exchange Agreement is hereby amended to add the following as subsection 2.2(d):


 


“Delivery of Officer’s
Certificate. Each Exchanging Holder shall have delivered a certificate signed on behalf of such Exchanging Holder by an authorized
Officer thereof in the form attached hereto as Exhibit F.”


 






    


     


    

 


2.5            Section 6
of the Note Exchange Agreement is hereby amended to add the following as Section 6.21:


 


“Cancellation of Existing
Notes. The Company hereby (i) acknowledges that some or all of the Exchanging Holders may be unable to deliver each
Note Document to the Company prior to the Closing Date and (ii) waives the condition precedent under the Note Exchange Agreement
to deliver each Note Document prior to the Closing Date, provided that any failure to deliver one or more of the Existing
Notes shall be subject to the terms of the Existing Holder representations and warranties, covenants, obligations and other provisions
provided in Section 7.3 of the Note Exchange Agreement, as amended herein. Further, the Company covenants that, notwithstanding
any failure by the Exchanging Holders to deliver all of the Existing Notes prior to the Closing Date, upon consummation of the
transactions contemplated by the Note Exchange Agreement, the Company will cancel all Existing Notes and will treat such Existing
Notes as no longer outstanding for all purposes.”


 


2.6            The
first sentence of Section 6.4(a) of the Note Exchange Agreement is hereby amended to add the phrase “and Holders”
after the phrase “Collateral Agent”.


 


2.7            Section 6.4(b) of
the Note Exchange Agreement is hereby amended to add the phrase “and Holders” after the phrase “Collateral Agent”.


 


2.8            Section 6.14(b)(xvi) of
the Note Exchange Agreement is hereby amended to delete the phrase “Collateral Agent” and substitute the word “Holders”
in its place.


 


2.9            Section 6.15(d) of
the Note Exchange Agreement is hereby amended to replace each use of the phrase “Collateral Agent” with the word “Holders”.


 


2.10            Section 6.18(d) of
the Note Exchange Agreement is hereby amended to replace the first use of the phrase “Collateral Agent” with the phrase
 “the Requisite Holders”.


 


2.11            Section 7
of the Note Exchange Agreement is hereby amended to add the following Exchanging Holder covenant as Section 7.3:


 


“Exhibit G.
To the extent an Exchanging Holder fails to deliver one (or more) of its Existing Notes on or prior to the Closing Date, such Exchanging
Holder hereby makes the representations and warranties contained in Exhibit G hereto and agrees to the covenants, obligations
and other provisions contained in Exhibit G hereto.”


 


2.12            Section 8.2
of the Note Exchange Agreement is hereby amended to delete the phrase “the Collateral Agent or” in the first sentence
of the first paragraph.


 






    


     


    

 


2.13            Section 8.5
of the Note Exchange Agreement is hereby deleted in its entirety and replaced with the following:


 


“Control by Majority.
Requisite Holders may direct, subject to the terms and conditions of the Intercreditor Agreement and the provision of security
or indemnity satisfactory to the Collateral Agent, the time, method and place of conducting any proceeding for exercising any remedy
available to the Collateral Agent or exercising any trust or power conferred on it; provided, however, that the Collateral
Agent may refuse to follow any direction that conflicts with Law or this Agreement, that may involve the Collateral Agent in personal
liability or that the Collateral Agent determines in good faith may be unduly prejudicial to the rights of Holders of Notes not
joining in the giving of such direction (it being understood that the Collateral Agent has no duty to determine whether any action
is prejudicial to any Holder) and may take any other action it deems proper that is not inconsistent with any such direction received
from Holders of Notes.”


 


2.14            Section 8.8
of the Note Exchange Agreement is hereby amended by adding the following sentence to the end of such Section:


 


“The Collateral Agent is authorized to file
such proofs of claim and other papers or documents as may be necessary or advisable in order to have its claims allowed in any
judicial proceeding relative to the Company (or any other obligor upon the Notes), its creditors or its property.”


 


2.15            Section 10.4(b) of
the Note Exchange Agreement is hereby amended by amending the last sentence thereof to read as follows:


 


“The Collateral Agent shall
deliver such instrument or instruments reasonably requested by and prepared by the Company, evidencing such release upon receipt
of a Company Request accompanied by an Officer’s Certificate certifying as to the compliance with this Section 10.4
and the other applicable provisions of this Agreement.”


 


2.16            Section 11.4
of the Note Exchange Agreement is hereby amended by adding a “)” after “Section 11.9(l).


 


2.17            Section 11.7(a) of
the Note Exchange Agreement is hereby amended to add the phrase “(or amendments thereto)” after the phrase “continuation
statements”.


 


2.18            Section 11.9(a) of
the Note Exchange Agreement is hereby amended to delete the following sentence in its entirety: “Except as expressly otherwise
provided in this Agreement, the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining
from exercising any discretionary rights or taking or refraining from taking any actions which the Collateral Agent is expressly
entitled to take or assert under this Agreement and the Collateral Documents, including the exercise of remedies pursuant to Section 8,
and any action so taken or not taken shall be deemed consented to by the Holders.”


 


2.19            Section 11.9(d)(iii) of
the Note Exchange Agreement is hereby amended to delete the following in its entirety: “that would constitute an exercise
of remedies hereunder or under any of the Note Documents”.


 






    


     


    

 


2.20            The
fourth sentence of Section 11.9(d) of the Note Exchange Agreement is hereby deleted in its entirety and replaced with
the following:


 


“Whenever reference is made
in this Agreement or any other Note Document to any action by, consent, designation, specification, requirement or approval of,
notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered
or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction
or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that
in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement
if it shall not have received such advice or concurrence of the Requisite Holders (acting in accordance with this Agreement and
other Note Documents, with such direction to be binding upon all of the Holders), as it deems appropriate accompanied by, if requested,
indemnity satisfactory to the Collateral Agent.”


 


2.21            Section 11.9(f) of
the Note Exchange Agreement is hereby amended to replace each reference to “WBox 2015-5 Ltd.” with “Wilmington
Trust, National Association”.


 


2.22            The
first sentence of the second paragraph of Section 11.9(m) of the Note Exchange Agreement is hereby deleted in its entirety
and replaced with the following:


 


“The Company and the Guarantors,
jointly and severally, shall indemnify the Collateral Agent in any of its capacities under this Agreement, any of the Note Documents
and any other document or transaction entered into in connection herewith or therewith and its agents against any and all losses,
liabilities or expenses incurred by them arising out of or in connection with the acceptance or administration of its duties under
this Agreement or any such other document or transaction, including the costs and expenses of enforcing this Agreement against
the Company (including this Section 11.9) and defending themselves against any claim (whether asserted by the Company or any
Holder or any other person) or liability in connection with the exercise or performance of any of their powers or duties hereunder
or under any such other document or transaction, except to the extent any such loss, liability or expense may be attributable to
its gross negligence or willful misconduct on the part of the Collateral Agent, its officers, directors, agents or employees, or
such agent, as the case may be, as determined by a final non-appealable order of a court of competent jurisdiction.”


 






    


     


    

 


2.23            The
last sentence of the second paragraph of Section 11.9(m) of the Note Exchange Agreement is hereby deleted in its entirety
and replaced with the following:


 


“The Company need not reimburse
any expense or indemnify against any loss incurred by the Collateral Agent through the Collateral Agent’s own gross negligence
or willful misconduct, as determined by a final non-appealable order of a court of competent jurisdiction.”


 


2.24            Section 11.9(q) of
the Note Exchange Agreement is hereby deleted in its entirety and replaced with the following:


 


“Notwithstanding anything
in this Agreement or any other Note Document to the contrary, the Collateral Agent shall not be liable to any other party for any
indirect, special incidental, punitive or consequential damages (including but not limited to lost profits) whatsoever, even if
it has been informed of the likelihood thereof and regardless of the form of action.”


 


2.25            Section 12
of the Note Exchange Agreement is hereby amended by adding the following paragraph to the end of such section:


 


“Each Holder shall, on a ratable basis
based on such Holder’s pro rata share of all the Outstanding Notes, indemnify upon demand the Collateral Agent (to the extent
not reimbursed by or on behalf of the Company or any Guarantor and without limiting the obligation of the Company and the Guarantors
to do so), and hold harmless the Collateral Agent in each case from and against any and all losses, liabilities or expenses incurred
by the Collateral Agent in connection with this Agreement and the other Note Documents, except for losses, liabilities or expenses
determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Collateral Agent’s
own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions
of the Requisite Holders (or such other number or percentage of the Holders as shall be required by the Note Documents) shall be
deemed to constitute gross negligence or willful misconduct for purposes of this Section.”


 


2.26            The
Company hereby waives any and all obligations set forth in Section 14.2(a)(i) of the Note Exchange Agreement, including,
but not limited to, the obligation of a transferor to deliver certificates in the form of Exhibit B and Exhibit C to
the Note Exchange Agreement in connection with the exchange of the Notes (as defined in the Note Exchange Agreement).


 


2.27            Section 16.21(b)(i) of
the Note Exchange Agreement is hereby deleted in its entirety and replaced with the following:


 


“the payment
of principal, interest, fees, expenses or other amounts on account of the Note Obligations (other than the payment of PIK Interest
and other Permitted Payments, and the fees and expenses (including attorney’s fees and expenses) of the Collateral Agent
in its capacity as such) is expressly subject to the payment in full of the Senior Debt Obligations;”


 






    


     


    

 


2.28            Section 16.21
of the Note Exchange Agreement is hereby amended by adding the following subsection (c):


 


“(c)     Notwithstanding
any other provisions of this Agreement, in the event the Senior Representative enters into any amendment, supplement, modification,
waiver or consent in respect of any of the Senior Collateral Documents (as defined in the Intercreditor Agreement) for the purpose
of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document
(as defined in the Intercreditor Agreement) or changing in any manner the rights of any parties thereunder, then such amendment,
waiver, supplement, modification, or consent shall apply automatically to any comparable provision of any Collateral Document,
if any, and each other comparable Collateral Document without the consent of or action by the Collateral Agent or any other Secured
Party (with all such amendments, waivers, supplements, consents and modifications subject to the terms of the Intercreditor Agreement);
provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit
and add additional secured creditors and do not violate the express provisions of the Note Documents), (i)  such amendment,
supplement, modification, waiver or consent does not have the effect of (A) removing assets subject to the Lien granted to
the Collateral Agent hereunder or under the other Collateral Documents, except to the extent that a release of such Lien is permitted
by Section 5.01 of the Intercreditor Agreement, (B) imposing additional duties on the Collateral Agent without its consent
or (C) permitting other Liens on the Collateral not permitted under the terms of the Note Documents or the Intercreditor Agreement,
and (ii) any such amendment, waiver, supplement, modification or consent that materially and adversely affects the rights
of the Secured Parties and does not affect the Senior Parties in a like or similar manner shall not apply to this Agreement or
the other Collateral Document without the consent of the Collateral Agent.”


 


2.29            The
Exchanging Holders hereby consent to, and the Company hereby agrees to, the full release of each of Allied Nevada Gold Holdings
LLC and Victory Exploration LLC (f/k/a Victory Exploration Inc.) from any and all liabilities and other obligations under or otherwise
in connection with the Note Exchange Agreement, the Notes, any Note Guarantee and any other Note Documents, including its guarantee
obligations thereunder, effective immediately without further action from any other person or entity, shall cease to be a “Guarantor”
for all purposes thereunder and shall hereafter be deemed no longer a party thereto.  The Company hereby agrees to execute
and deliver to Allied Nevada Gold Holdings LLC and/or Victory Exploration LLC (f/k/a Victory Exploration Inc.), at any time and
from time to time, upon reasonable request thereby, such other documents or instruments evidencing such release.


 


2.30            Schedule
1.1 to the Note Exchange Agreement is hereby deleted in its entirety and replaced with Schedule 1.1 attached.


 


2.31            The
Note Exchange Agreement is hereby amended to add Exhibit F and Exhibit G attached hereto.


 


3.            Resignation
of Collateral Agent. Pursuant to Section 11.9(g) of the Note Exchange Agreement, the Collateral Agent hereby
resigns as collateral agent under the Note Exchange Agreement, and the Company hereby appoints Wilmington Trust, National Association
(“WTNA”) as its successor collateral agent. By executing this Omnibus Amendment, WTNA acknowledges, confirms,
and accepts such appointment and agrees to act as the “Collateral Agent” under the Note Exchange Agreement in accordance
with the terms thereof, this Omnibus Amendment and the Resignation, Appointment, Assignment and Acceptance Agreement of even date
herewith.


 






    


     


    

 


4.            Miscellaneous.


 


4.1            The
Company hereby acknowledges that each undersigned Exchanging Holder is the holder of record of the Notes listed in Schedule 1.1
next to such Exchange Holder’s name


 


4.2            Entire
Agreement. Except as specifically amended or waived in this Omnibus Amendment, the Existing Notes shall otherwise continue
in full force and effect. This Omnibus Amendment together with the Existing Notes, the Note Purchase Agreements (as amended by
this Omnibus Amendment), the Intercreditor Agreement (as defined in the Note Purchase Agreement and the Note Exchange Agreement),
the other Note Documents (as defined in the Note Purchase Agreements and the Note Exchange Agreement) and the Note Exchange Agreement
(as amended by this Omnibus Amendment) constitute the entire understanding among the Parties and the parties thereto with respect
to the subject matter hereof and thereof and replace and supersede all prior agreements and understandings, both written and oral,
among the Parties and the parties thereto with respect to the subject matter hereof and thereof.


 


4.3            Governing
Law. THIS OMNIBUS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES HERETO SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


4.4            Judicial
Interpretation. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution
of this Omnibus Amendment and, therefore, waive the application of any regulation, holding, rule of construction or Law providing
that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.


 


4.5            Counterparts.
This Omnibus Amendment may be executed in any number of counterparts, each of which will be an original, and all of which, when
taken together, will constitute one agreement. Delivery of an executed counterpart of this Omnibus Amendment by facsimile or portable
document format (PDF) will be effective as delivery of a manually executed counterpart of this Omnibus Amendment.


 


4.6            Termination
and Release.


 


The parties hereto
acknowledge and agree that upon the consummation of the exchange of the Existing Notes as contemplated pursuant to the Note Exchange
Agreement, the 1.5 Lien Note Purchase Agreements and each of the Note Documents relating to the Note Purchase Agreements shall
be automatically terminated and any and all other agreements, documents and instruments executed in connection therewith, shall
be automatically and irrevocably terminated in its entirety and be of no further force or effect, and the Collateral Agent for
the Existing Notes, without recourse, representation or warranty, hereby irrevocably releases and terminates all security interests
and other Liens on the Collateral securing the Existing Notes created pursuant to the Collateral Documents relating to the Existing
Notes.


 


The Collateral Agent
for the Existing Notes will promptly, (i) at the Company’s sole cost and expense, deliver or cause to be delivered any
Collateral in its possession or control, to the Company or to such other person or entity as the Company may otherwise direct and
(ii) execute and deliver to the Company, its successors or assigns, at any time and from time to time, upon and after the
date hereof, at such requestor’s sole cost and expense, such releases, notices of release, discharges, full reconveyances,
termination statements and similar documents (and, if applicable, in recordable form) as such person may reasonably request in
writing in connection with, or to effectuate or evidence, the termination of the Note Purchase Agreements and the release and termination
of Liens and security interests granted in respect of the Existing Notes or the Note Guarantees relating to the Existing Notes.
The Collateral Agent for the Existing Notes hereby authorizes the Company, its successors and assigns, and their respective agents
or designees (including Dorsey & Whitney LLP) to file or record any of the foregoing releases, notices of release, discharges,
termination statements and similar documents pertaining to all Liens and security interests of the Collateral Agent for the Existing
Notes in the Collateral securing the Existing Notes.


 






    


     


    

 




 


IN WITNESS WHEREOF, the Parties have executed
this Omnibus Amendment as of the date first above written.


 


	 	 
	 	 
	 	HYCROFT MINING CORPORATION
	 	a Delaware corporation
	 	 
	 	By:	/s/ Stephen M. Jones
	 	 	Name:	Stephen M. Jones
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 
	 	 
	 	 
	 	HYCROFT RESOURCES & DEVELOPMENT, LLC, 
	 	ALLIED VGH LLC,
	 	VICTORY EXPLORATION LLC 
	 	 
	 	 
	 	By:	/s/ Stephen M. Jones
	 	 	Name:	Stephen M. Jones
	 	 	Title:	Chief Financial Officer
	 	 
	 	 
	 	ALLIED NEVADA GOLD HOLDINGS LLC
	 	 
	 	By:	/s/ Randy E. Buffington
	 	 	Name:	Randy E. Buffington
	 	 	Title:	Manager
	 	 
	 	 	 	 



 






    


     


    

 





	 	HIGHBRIDGE TACTICAL
        CREDIT MASTER FUND, L.P.,
	 	as an Exchanging Holder
	 	 
	 	By: Highbridge Capital Management, LLC,

        its Trading Manager
	 	 
	 	By:	/s/ Jonathan Segal
	 	 	Name:	Jonathan Segal
	 	 	Title:	Managing Director



 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 





	 	highbridge msf international
        ltd.,
	 	as an Exchanging Holder
	 	 
	 	By: Highbridge Capital Management, LLC,

        its Trading Manager
	 	 
	 	By:	/s/ Jonathan Segal
	 	 	Name:	Jonathan Segal
	 	 	Title:	Managing Director


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 





	 	boston patriot batterymarch
        st llc,
	 	as an Exchanging Holder
	 	 
	 	By: Mudrick Capital Management, LP,

        its investment manager
	 	 
	 	By:	/s/ Glenn Springer
	 	 	Name:	Glenn Springer
	 	 	Title:	Chief Financial Officer


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 





	 	Mudrick Distressed
        Opportunity Specialty Fund, L.P,
	 	as an Exchanging Holder
	 	 
	 	By: Mudrick Capital Management, LP,

        its investment manager
	 	 
	 	By:	/s/ Glenn Springer
	 	 	Name:	Glenn Springer
	 	 	Title:	Chief Financial Officer


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 





	 	Mudrick Distressed
        Opportunity Drawdown Fund, L.P. ,
	 	as an Exchanging Holder
	 	 
	 	By: Mudrick Capital Management, LP,

        its investment manager
	 	 
	 	By:	/s/ Glenn Springer
	 	 	Name:	Glenn Springer
	 	 	Title:	Chief Financial Officer


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 





	 	Mudrick DISTRESSED
        OPPORTUNITY FUND GLOBAL LP,
	 	as an Exchanging Holder
	 	 
	 	By: Mudrick Capital Management, LP,

        its investment manager
	 	 
	 	By:	/s/ Glenn Springer
	 	 	Name:	Glenn Springer
	 	 	Title:	Chief Financial Officer


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 





	 	BLACKWELL PARTNERS
        LLC – Series A,
	 	as an Exchanging Holder
	 	 
	 	By: Mudrick Capital Management, LP,

        its investment manager
	 	 
	 	By:	/s/ Glenn Springer
	 	 	Name:	Glenn Springer
	 	 	Title:	Chief Financial Officer


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 





	 	MERCER QIF FUND PLC,
	 	as an Exchanging Holder
	 	 
	 	By: Mudrick Capital Management, LP,

        its investment manager
	 	 
	 	By:	/s/ Glenn Springer
	 	 	Name:	Glenn Springer
	 	 	Title:	Chief Financial Officer


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 


	 	ALSV LIMITED., as an Exchanging
    Holder
	 	 
	 	By: 	/s/ Robert H. Lynch, Jr.
	 	Name: 	Robert H. Lynch, Jr.
	 	Title: 	Managing Member
	 	 
	 	By: 	/s/ Andrew David
	 	Name: 	Andrew David
	 	Title:	 Chief Operating Officer
	 	 
	 	APSV, L.L.C., as an Exchanging Holder
	 	 
	 	By: 	/s/ Robert H. Lynch, Jr.
	 	Name: 	Robert H. Lynch, Jr.
	 	Title: 	Managing Member
	 	 
	 	By: 	/s/ Andrew David
	 	Name: 	Andrew David
	 	Title: 	Chief Operating Officer


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 





	 	WBOX 2015-5 LTD.,
	 	as Collateral Agent and as an Exchanging Holder
	 	 
	 	 
	 	By:	/s/ Mark M. Strefling
	 	 	Name:	Mark M. Strefling
	 	 	Title:	Director


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]


 






    


     


    

 





	 	WFF CAYMAN II LTD.,
	 	as an Exchanging Holder
	 	 
	 	 
	 	By:	/s/ Kenneth L. Nadel
	 	 	Name:	Kenneth L. Nadel
	 	 	Title:	Authorized Signatory


 


[Signature
Page to Omnibus Amendment (1.25 NPA and Note Exchange Agreement)]