UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION

Transcription

1 1 Entered on Docket December 11, 2015 EDWARD J. EMMONS, CLERK U.S. BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA 2 3 Signed and Filed: December 11, HANNAH L. BLUMENSTIEL U.S. Bankruptcy Judge PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA In re: NEWZOOM, INC., UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA Debtor. SAN FRANCISCO DIVISION Case No.: Chapter 11 FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE DEBTOR S THIRD AMENDED CHAPTER 11 PLAN OF REORGANIZATION, DATED NOVEMBER 30, DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 1 of 171

2 Exhibit A B TABLE OF EXHIBITS Exhibit Name Plan Form of Notice of Effective Date of Plan PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 2 of 171

3 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW LOS A NGELES, CALIFORNIA WHEREAS, NewZoom, Inc. (the Debtor ) filed the Debtor s Second Amended Chapter 11 Plan of Reorganization dated October 30, 2015 [Docket No. 189] and subsequently filed, and seeks confirmation of, the Debtor s Third Amended Chapter 11 Plan of Reorganization dated November 30, 2015 [Docket No. 258] (as it may be further modified per its terms and inclusive of the Plan Supplement, Plan Documents, and all other documents and exhibits relating to the Plan, the Plan ); 1 WHEREAS, the Debtor filed the Plan in response to certain objections to the prior version of the Plan and to implement other non-material changes to the Debtor s reorganization. The non-material modifications to the Plan were reflected in the blackline of the Plan filed on November 30, 2015, as Exhibit A to the Notice of Filing of Blackline of Third Amended Chapter 11 Plan of Reorganization [Docket No. 259] (collectively, the Plan Modifications ). WHEREAS, the Bankruptcy Court entered the Order (I) Approving Disclosure Statement, (II) Approving the Form and Manner of Notice of the Disclosure Statement Notice, (III) Establishing Procedures for Solicitation and Tabulation of Votes on Plan, (IV) Scheduling Hearing on Confirmation of Plan of Reorganization and (V) Approving Related Matters [Docket No. 192] (the Disclosure Statement Order ) and therefore has, among other items, (i) approved the Disclosure Statement in Support of Debtor s Second Amended Chapter 11 Plan of Reorganization [Docket No. 190] (the Disclosure Statement ); and (ii) scheduled a preliminary hearing to consider confirmation of the Plan on December 2, 2015, at 2:30 p.m. (prevailing Pacific Time), and an evidentiary hearing on December 9, 2015, at 1:00 p.m. (prevailing Pacific Time) (collectively, the Confirmation Hearing ); A copy of the Plan (without the Plan Supplement, Plan Documents, and all other documents and exhibits relating to the Plan (collectively, the Plan Exhibits )) is attached hereto as Exhibit A and incorporated herein by reference. Capitalized terms and phrases used herein have the meanings given to them in the Plan. The rules of interpretation set forth in Article I of the Plan apply to this Order (the Confirmation Order ). DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 3 of 171

4 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA WHEREAS, the Amended Affidavit of Service [Docket No. 242] with respect to the mailing of notice of the Confirmation Hearing in accordance with the Disclosure Statement Order (the Affidavit of Service ) was filed with the Court on November 24, 2015; WHEREAS, entities could obtain the Plan and Disclosure Statement, Plan Exhibits, and related documents distributed to creditors and other parties in interest from the Debtor s website at WHEREAS, on November 9, 2015, the Debtor filed the Plan Supplement [Docket No. 204] in accordance with the Plan and the Disclosure Statement Order; and the Debtor filed amendments to the Plan Supplement on November 30, 2015 [Docket No. 266] and on December 1, 2015 [Docket No. 269]; WHEREAS, the Affidavit of Publication of [Docket No. 202] with respect to the publication of the Notice of (I) Deadline for Casting Votes to Accept or Reject Debtor s Second Amended Plan of Reorganization, (II) Confirmation Hearing, and (III) Related Matters and Procedures (the Publication Notice ) in the national edition of The USA Today was filed with the Court on November 6, 2015; WHEREAS, the Declaration Of Christina Pullo Of Prime Clerk LLC Regarding The Solicitation Of Votes And Tabulation Of Ballots Cast On The Debtor s Second Amended Chapter 11 Plan Of Reorganization (the Voting Affidavit ) was filed on November 25, 2015 [Docket No. 249]. WHEREAS, on November 30, 2015, the Debtor filed its Memorandum of Law in Support of Confirmation of the Third Amended Plan of Reorganization, Dated November 30, 2015 [Docket No. 260] (the Confirmation Brief ); WHEREAS, the Debtor filed the declaration of Andrew Hinkelman [Docket No. 261] in support of the Plan (the Hinkelman Declaration ); DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 4 of 171

5 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA WHEREAS the Bankruptcy Court held the Confirmation Hearing on December 2, 2015 and December 9, 2015 and, in connection therewith, considered, among other items, (a) the objections to the Plan filed by: 1. The Texas Comptroller of Public Accounts [Docket No. 223]; 2. Landlords affiliated with General Growth Properties [Docket No. 224]; 3. Boulevard Invest LLC, Broadway Mall Owner, LLC, CenterCal Properties, Inc., Dimond Center Holdings, LLC, QKC Maui Owner, LLC, Starwood Retail Partners LLC, The Macerich Company, and Westfield, LLC [Docket No. 226]; 4. Macy s Retail Holdings, Inc., Macy s West Stores, Inc., Macy s Florida Stores, LLC and Macy s Puerto Rico, Inc. [Docket No. 227]; 5. The Taubman Company [Docket No. 228]; 6. The Office of the United States Trustee [Docket No. 229]; 7. Intuit Inc. [Docket No. 230]; 8. Panasonic Appliance Refrigeration Systems Corporation of America [Docket No. 231]; 9. Swyft, Inc. and Gower Smith [Docket No. 232] (the Swyft Objection ); 10. The Metropolitan Airport Commission [Docket No. 234]; 11. Best Buy Stores, L.P. [Docket No. 235]; 12. North American Kiosk, LLC [Docket No. 254]; 13. Objection of Landlords Affiliated with Rouse Properties, Inc. and Jones Lang LaSalle Americas, Inc. to Debtor s Proposed Cure Amounts [Docket No. 275]; (collectively, the Objections ); (b) the Confirmation Brief, (c) the Hinkelman Declaration and the testimony set forth therein; and (d) all other evidence proffered or adduced during, memoranda, and objections filed in connection with, and arguments of counsel made at, the Confirmation Hearing; WHEREAS, the Bankruptcy Court has considered all of the proceedings held before the Bankruptcy Court and taken judicial notice of the documents and pleadings filed in the Bankruptcy Case; DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 5 of 171

6 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA WHEREAS, the Court made certain findings of fact and conclusions of law on the record at the Confirmation Hearing, and such findings and conclusions will be deemed to be incorporated herein in their entirety; and, therefore, IT IS HEREBY FOUND, DETERMINED, AND CONCLUDED THAT: A. Findings of Fact and Conclusions of Law. The findings and conclusions set forth herein constitute the Bankruptcy Court s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such. B. Venue and Jurisdiction. The Court has jurisdiction over this matter pursuant to Sections 157 and 1334 of Title 28 of the United States Code. Confirmation of the Plan is a core proceeding pursuant to Section 157(b)(2) of Title 28 of the United States Code. The Debtor was, and is, qualified to be a debtor under Section 109 of the Bankruptcy Code. Pursuant to Section 1408 of Title 28 of the United States Code, venue of this chapter 11 case in the United States District Court for the Northern District of California was proper as of the Petition Date and remains proper. C. Objections to the Plan. The Bankruptcy Court concludes that all objections to the Plan not otherwise withdrawn at, or prior to, the Confirmation Hearing should be overruled for the reasons the Bankruptcy Court articulated on the record at the Confirmation Hearing and/or set forth in the Debtor s Confirmation Brief. D. Transmittal and Mailing of Materials; Notice. The Disclosure Statement, the Plan, the Disclosure Statement Order, and the notices of the Confirmation Hearing were transmitted and served in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the Northern District DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 6 of 171

7 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA of California (the Local Rules ) and the Disclosure Statement Order. Based upon the foregoing, due, adequate, and sufficient notice of the Confirmation Hearing and all other related dates and deadlines has been given in compliance with the Bankruptcy Rules, the Local Rules, and the terms of the Disclosure Statement Order, and no other or further notice is, or shall be, required. E. Approval of Plan Modifications. The Plan Modifications are either technical changes or clarifications that cause no material or adverse effect or change to the treatment of any Claim against, or Interest in, the Debtor. Pursuant to Section 1127(b) of the Bankruptcy Code and Bankruptcy Rule 3019, there is no basis to require additional disclosure of the Plan Modifications. In the context of this case, the Debtor s disclosure of the Plan Modifications constitutes due and sufficient notice thereof. Accordingly, the Plan (as modified and restated) is properly before the Court. F. Good Faith Negotiation, Implementation and Consummation. The Debtor and the Creditors Committee 2 (and, as applicable, each of their respective Representatives) participated in good faith in negotiating at arms length the Plan. In addition, the Debtor participated in good faith in negotiating at arms length all contracts, instruments, releases, agreements, and documents related to, or necessary to, implement, effectuate, and consummate the Plan, including (a) all contracts, instruments, agreements, and documents to be executed and delivered in connection with the Plan; and (b) the certificate of incorporation, by-laws, or comparable constituent documents of the Reorganized Debtor. In making this determination, the Court has examined, among other items, the totality of circumstances surrounding the filing of this chapter 11 case, the record of this proceeding and the Plan and all related pleadings, exhibits, statements, and comments regarding Confirmation The Creditors Committee s participation was limited to negotiating the provisions under the Plan regarding the treatment of general unsecured claims and the related trust agreement DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 7 of 171

8 G. Good Faith and Section 1125(e) of the Bankruptcy Code. The Debtor and, as applicable, their Representatives have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code and the Disclosure Statement Order with respect to the transmittal of all materials relating to the Plan. As such, the Debtor and, as applicable, its Representatives are both entitled to the benefits and protections of Section 1125(e) of the Bankruptcy Code. In addition, the Debtor and, as applicable, its Representatives each have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code with respect to PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA the issuance of the Interests in the Reorganized Debtor. As such, the Debtor and, as applicable, its Representatives are entitled to the benefits and protections of Section 1125(e) of the Bankruptcy Code. H. Compliance with the Requirements of Section 1129 of the Bankruptcy Code. The Debtor has the burden of proving the elements of Section 1129(a) and (b) of the Bankruptcy Code by a preponderance of the evidence. The Debtor has met such burden. As set forth below, the Plan complies in all respects with the necessary and applicable requirements of Section 1129 of the Bankruptcy Code. I. Section 1129(a)(1) of the Bankruptcy Code the Plan Complies with 19 Applicable Provisions of the Bankruptcy Code. As required under section 1129(a)(1) of the Bankruptcy Code, the Plan complies with all applicable provisions of the Bankruptcy Code, including, without limitation, Sections 1122 and 1123 of the Bankruptcy Code: (i) Section 1122 of the Bankruptcy Code. In accordance with Section 1122(a) of the Bankruptcy Code, Article II of the Plan classifies each Claim against, and Interest in, the Debtor into a Class containing only substantially similar Claims or Interests (Plan Art. II). Based upon their secured status, Prepetition Facility Claims and Other Secured Claims have been separately classified in Classes 2 and 3 (Plan Article II). Due to their entitlement to priority status under Section 507 of the Bankruptcy Code, Priority Claims have been separately classified in Class 1 (Plan Art. II). Unsecured Claims, Preferred Interests, and Common Interests have been separately classified in, respectively, Classes 4, 5, and 6 due to the distinctive bases for such Claims (Plan Art. II) DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 8 of 171

9 (ii) (iii) Section 1123(a)(1) of the Bankruptcy Code. In accordance with Section 1123(a)(1) of the Bankruptcy Code, Article II of the Plan properly classifies all Claims and Interests that require classification (Plan Art. II). In particular, Article II of the Plan segregates Priority Claims (Class 1), Prepetition Facility Claims (Class 2), Other Secured Claims (Class 3), Unsecured Claims (Class 4), Preferred Interests (Class 5), and Common Interests (Class 6) into separate classes. (Plan Art. II). The number of Classes reflects the diverse characteristics of those Claims and Interests, and the legal rights under the Bankruptcy Code of each of the holders of Claims or Interests within a particular Class are substantially similar to other holders of Claims or Interests within that Class. Section 1123(a)(2) of the Bankruptcy Code. In accordance with Section 1123(a)(2) of the Bankruptcy Code, Section 3.1 of the Plan identifies and describes each Class of Claims or Interests that is not impaired under the Plan. In particular, Section 3.1 of the Plan indicates that Classes 1 and 3 are unimpaired or may be unimpaired under the Plan (Plan 3.1). PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA (iv) (v) (vi) (vii) Section 1123(a)(3) of the Bankruptcy Code. In accordance with Section 1123(a)(3) of the Bankruptcy Code, Section 3.2 of the Plan identifies and describes any Class of Claims or Interests that is impaired under the Plan. In particular, Section 3.2 of the Plan indicates that Classes 2, 4, 5, and 6 each are impaired (Plan 3.2). Section 1123(a)(4) of the Bankruptcy Code. In accordance with Section 1123(a)(4) of the Bankruptcy Code, the Plan provides the same treatment for each Claim or Interest of a particular Class unless the holder of a Claim or Interest in a particular Class agrees to less favorable treatment (Plan Art. IV). Section 1123(a)(5) of the Bankruptcy Code. In accordance with Section 1123(a)(5) of the Bankruptcy Code, the Plan provides adequate means for the Plan s implementation. Among other items, Article VII of the Plan specifically provides for (a) the formation of the Unsecured Creditor Trust (Plan 7.2); (b) the cancellation of existing Interests in the Debtor, and the issuance of new Interests in the Reorganized Debtor (Plan 7.2); (c) the effectiveness of the Exit Facility and the use of proceeds thereof to satisfy the DIP Facility Claims (Plan 7.2); and (d) the Debtor s continued corporate existence, with the Debtor maintaining, as applicable, the powers of corporation under the laws of the Debtor s respective jurisdiction of organization and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable state law (Plan 7.5). Section 1123(a)(6) of the Bankruptcy Code. In accordance with Section 1123(a)(6) of the Bankruptcy Code, the Reorganized Debtor s organizational documents will prohibit the issuance of nonvoting equity securities and provide for the appropriate distribution of voting power among all classes of equity securities authorized for issuance to the extent required by Section 1123(a)(6) of the Bankruptcy Code. 28 (viii) Section 1123(a)(7) of the Bankruptcy Code. In accordance with Section 1123(a)(7) of the Bankruptcy Code, the provisions of the Plan DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 9 of 171

10 1 2 3 and the Reorganized Debtor s organizational documents or similar constituent documents governing the manner of selection of officers and directors of the Reorganized Debtor are consistent with the interests of creditors and equity security holders and with public policy (Plan Supplement, Ex. D). 4 5 (ix) Section 1123(a)(8) of the Bankruptcy Code. Section 1123(a)(8) of the Bankruptcy Code is inapplicable to the Debtor because the Debtor is not an individual (x) Section 1123(b)(1) of the Bankruptcy Code. As permitted by Section 1123(b)(1) of the Bankruptcy Code, Article IV of the Plan provides for the impairment of Claims and Interests in the Debtor. The Debtor will distribute no property on account of the Interests, and the Plan further provides for the Interests cancellation (Plan 4.1(e) and (f)). PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA (xi) (xii) Section 1123(b)(2) of the Bankruptcy Code. As permitted by Section 1123(b)(2) of the Bankruptcy Code, Section 12.1 of the Plan provides that, as of the Effective Date, except for any Executory Contract or Unexpired Lease listed on Exhibit A of the Plan Supplement (which may be amended any time prior to the Effective Date), if any, and except to the extent that the Debtor either previously has assumed, assumed and assigned, or rejected an Executory Contract or Unexpired Lease by an order of the Bankruptcy Court or has filed a motion to assume or assume and assign an Executory Contract or Unexpired Lease prior to the Effective Date; the Debtor will reject, pursuant to Section 365 of the Bankruptcy Code, each Executory Contract and Unexpired Lease entered into by the Debtor prior to the Petition Date that has not previously expired or terminated pursuant to its own terms (Plan 12.1). Section 12.1 of the Plan further provides for the Debtor s assumption of the Executory Contracts and Unexpired Leases listed on Exhibit A to the Plan Supplement as of the Effective Date (Id.). Section 1123(b)(5) of the Bankruptcy Code. As permitted by Section 1123(b)(5) of the Bankruptcy Code, Article IV of the Plan either modifies or leaves unaffected the rights of holders of each class of Claims (xiii) Section 1123(b)(6) of the Bankruptcy Code. As permitted by Section 1123(b)(6) of the Bankruptcy Code, the Plan includes additional appropriate provisions that are not inconsistent with the applicable provisions of the Bankruptcy Code, including the provisions of (a) Article IX of the Plan governing distributions on account of Allowed Claims; (b) Article X of the Plan establishing procedures for resolving Disputed Claims and making distributions on account of such Disputed Claims once resolved; (c) Article XIII of the Plan governing the retention of jurisdiction by the Court over certain matters after the Effective Date; and Article XIV of the Plan setting forth certain releases, the discharge injunction and related matters (xiv) Section 1123(d) of the Bankruptcy Code. In accordance with Section 1123(d) of the Bankruptcy Code, Section 12.2 of the Plan provides for the satisfaction of Cure Claims associated with each Executory DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 10 of 171

11 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA Contract or Unexpired Lease to be assumed pursuant to the Plan in accordance with Section 365(b)(1) of the Bankruptcy Code. J. Section 1129(a)(2) of the Bankruptcy Code Debtor s Compliance with Applicable Provisions of the Bankruptcy Code. As required by Section 1129(a)(2) of the Bankruptcy Code, the Debtor has complied with all applicable provisions of the Bankruptcy Code, including Section 1125 of the Bankruptcy Code and Bankruptcy Rules 3017 and The time and method of the Debtor s publication of the notice of the Confirmation Hearing were proper and in accordance with Sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, and the Disclosure Statement Order. K. Section 1129(a)(3) Proposal of the Plan in Good Faith. As required by Section 1129(a)(3) of the Bankruptcy Code, the Debtor has proposed the Plan in good faith and not by any means forbidden by law. In determining that the Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the formulation of the Plan. Based on the evidence presented or adduced at the Confirmation Hearing, the Court finds and concludes that the Plan has been proposed by the Debtor in good faith and in the belief that the Plan will maximize the value of the ultimate recoveries to all creditor groups on a fair and equitable basis. The Plan is designed to effectuate the objectives and purposes of the Bankruptcy Code by maximizing the recoveries to parties in interest. Among other things, the Plan is the product of good faith and arms length negotiations among the Debtor, the DIP Lender, and the Creditors Committee. L. Section 1129(a)(4) of the Bankruptcy Code Court Approval of Certain Payments as Reasonable. As required under Section 1129(a)(4) of the Bankruptcy Code, no payment for services or for costs and expenses in, or in connection with, this chapter 11 case, or in connection with the Plan and incident to this chapter 11 case, has been, or will be, made by the Debtor or any other applicable entity other than payments that have been authorized by the DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 11 of 171

12 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA Confirmation Order or subsequent order of the Court (Plan 5.2). In connection with the foregoing, Section 13.1 of the Plan provides that the Court will retain jurisdiction after the Effective Date to hear and determine all applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan for the periods ending on or before the Effective Date. M. Section 1129(a)(5) of the Bankruptcy Code Disclosure of Identity of Proposed Management, Compensation of Insiders and Consistency of Management Proposals with the Interests of Creditors and Public Policy. As required by Section 1129(a)(5) of the Bankruptcy Code, the Debtor has disclosed the identities of the officers and directors of the Reorganized Debtor as of the Effective Date and such officers and directors affiliations (Plan Supplement, Ex. E). At or prior to the Confirmation Hearing, the Debtor also has disclosed the compensation of any insiders to be employed or retained by the Reorganized Debtor (to the extent not previously disclosed). The proposed directors and officers for the Reorganized Debtor as set forth in Exhibit E of the Plan Supplement are qualified, and the appointments to, or continuance in, such offices by the proposed directors and officers is consistent with the interests of holders of Claims and Interests and with public policy. N. Section 1129(a)(6) of the Bankruptcy Code Approval of Rate Changes. Section 1129(a)(6) is inapplicable to the Plan. The Debtor s businesses do not involve the establishment of rates over which any regulatory commission has jurisdiction or will have jurisdiction after the occurrence of the Effective Date. O. Section 1129(a)(7) of the Bankruptcy Code Best Interests of Holders of Claims and Interests. With respect to each Class of Claims or Interests, the Plan satisfies Section 1129(a)(7) of the Bankruptcy Code, because (i) each holder of an impaired Claim or Interest has voted in favor of the Plan; or (ii) as set forth on the liquidation analysis attached as Exhibit C to DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 12 of 171

13 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA the Disclosure Statement (the Liquidation Analysis ), each holder of an impaired Claim or Interest will receive or retain property under the Plan having a value that is no less than the amount that such holder would receive or retain if the Debtor were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date (Hinkelman Declaration, at 7). P. Section 1129(a)(8) of the Bankruptcy Code Acceptance of the Plan by Each Impaired Class. The Plan satisfies Section 1129(a)(8) of the Bankruptcy Code with respect to Class 1 and Class 3, because each of these Classes of Claims is unimpaired (Plan Art. III). With respect to Classes 2 and 4, the Plan also satisfies Section 1129(a)(8), because each of these Classes voted in favor of the Plan (Voting Affidavit, Exhibit A). The Plan fails to satisfy Section 1129(a)(8) of the Bankruptcy Code with respect to the Class 5 and Class 6, because the holder of Interests in Classes 5 and 6 will receive or retain no property on account of such Interests (Plan Art. III). As a result, Class 5 and Class 6 are deemed to have rejected the Plan under Section 1126(g) of the Bankruptcy Code. Nonetheless, as explained in Paragraph Y of these Findings of Fact and Conclusions of Law and notwithstanding the deemed rejection by Class 5, the Plan satisfies the cramdown requirements of Section 1129(b) of the Bankruptcy Code that are necessary to obtain Confirmation of the Plan. Q. Section 1129(a)(9) of the Bankruptcy Code Treatment of Claims Entitled to Priority Pursuant to Section 507(a) of the Bankruptcy Code. The Plan satisfies the requirements of Section 1129(a)(9) of the Bankruptcy Code. (i) Administrative Claims. With respect to Administrative Claims, Section 5.2 of the Plan provides that, subject to certain bar date provisions in the Plan and unless otherwise agreed by the holder of an Administrative Claim and the Reorganized Debtor, each holder of an Allowed Administrative Claim will receive Cash equal to the Allowed amount of such Administrative Claim. The Reorganized Debtor will make payments on account of Allowed Administrative Claims on the applicable Plan Distribution Date; provided, however, that Administrative Claim representing a liability incurred and payable in the ordinary course of business of the Estate shall be paid by the Reorganized Debtor in the ordinary course of business (Plan 5.2(d)) DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 13 of 171

14 (ii) (iii) Tax Claims. With respect to Tax Claims, Section 5.3 of the Plan provides that, each holder of an Allowed Tax Claim shall, unless the holder of such Claim shall have agreed to different treatment of such Claim, receive deferred cash payments to the fullest extent permitted by section 1129(a)(9)(C) of the Bankruptcy Code with interest on the unpaid portion of such Claim at the statutory rate under applicable non-bankruptcy law or at a rate to be agreed upon by the Bankruptcy Court. Class 1 Priority Claims. With respect to the other Priority Claims classified in Class 1 of the Plan, Section 4.1(a) of the Plan provides that each holder of an Allowed Priority Claim against the Debtor shall receive, in full satisfaction of such Allowed Priority Claim, on the applicable Plan Distribution Date, Cash in the amount of such holder s Allowed Priority Claim. PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA R. Section 1129(a)(10) of the Bankruptcy Code Acceptance By at Least One Impaired, Non-Insider Class. The Plan satisfies Section 1129(a)(10) of the Bankruptcy Code, as both Classes 2 and 4 have voted to accept the Plan (Voting Affidavit, Exhibit A). With respect to Class 2, none of the holders of Prepetition Facility Claims are insiders. With respect to Class 4, this Class voted in favor of the Plan without taking into account the votes of any insider. S. Section 1129(a)(11) of the Bankruptcy Code Feasibility of the Plan. The Plan is feasible and therefore satisfies the requirements of Section 1129(a)(11) of the Bankruptcy Code. The Exit Facility and financial projections set forth as Exhibit B to the Disclosure Statement demonstrate the Reorganized Debtor will possess the assets necessary to fulfill all obligations arising under the Plan. As a result, it does not appear that the Reorganized Debtor will require a further financial reorganization other than what is contemplated under the Plan. (See Hinkelman Declaration, at 11.) T. Section 1129(a)(12) of the Bankruptcy Code Payment of Bankruptcy Fees. The Plan satisfies the requirements of Section 1129(a)(12) of the Bankruptcy Code. Section 15.1 of the Plan provides that all fees payable pursuant to 28 U.S.C shall be paid in Cash equal to the amount of such Administrative Claim when due or no later than the Effective Date. Section DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 14 of 171

15 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA of the Plan further provides that post-confirmation fees and reports shall be paid and filed as required by Section 28 U.S.C until the Chapter 11 Case is closed, converted, or dismissed. U. Section 1129(a)(13) of the Bankruptcy Code Retiree Benefits. Section 1129(a)(13) of the Bankruptcy Code is inapplicable to the Plan, as it has no obligation to pay retiree benefits (as defined in Section 1114(a) of the Bankruptcy Code). V. Section 1129(a)(14) of the Bankruptcy Code Domestic Support Obligations. Section 1129(a)(14) of the Bankruptcy Code is inapplicable to the Plan. The Debtor has no obligations to pay any domestic support obligations. W. Section 1129(a)(15) of the Bankruptcy Code Payment of Unsecured Claims in Case of Individual Debtor. Section 1129(a)(15) of the Bankruptcy Code is inapplicable to the Plan. The Debtor is not an individual. X. Section 1129(a)(16) Restrictions on Transfers of Property of Nonprofit Entities. Section 1129(a)(16) of the Bankruptcy Code is inapplicable to the Plan. The Debtor is a corporation or trust that is a moneyed, business, or commercial corporation or trust. Y. Section 1129(b) of the Bankruptcy Code Confirmation of the Plan Over the Non-Acceptance of Impaired Classes. In accordance with Section 1129(b)(1) of the Bankruptcy Code, the Plan may be confirmed notwithstanding Class 5 and Class 6 s impairment and deemed rejection of the Plan under Section 1126(g) of the Bankruptcy Code. The Plan s treatment of the Interests contained in Class 5 and Class 6 meets the fair and equitable requirement. The holders of Interests in Class 6, which is the sole class of Interests junior to those classified in Class 5, are receiving no distribution on account of such Interests. Class 6 consists of the most junior Interests in the Debtor. Therefore, it is impossible for the holder of any Interest that is junior to the Interests classified in Class 6 to receive or retain any property under the Plan on account of such Interest. Thus, because no holders of Interests junior to those classified in Class 5 and Class 6 are receiving DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 15 of 171

16 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA any distribution or retaining any property under the Plan, it is fair and equitable to Class 5 and Class 6 under Section 1129(b)(2)(C)(ii) of the Bankruptcy Code. In addition, the Plan does not unfairly discriminate against Class 5 or Class 6. The Interests classified in Class 5 and Class 6 are legally distinct from, and junior in priority to, the Claims classified in Classes 1 through 4 of the Plan. As a result, there exists no discrimination with respect to Class 5 or Class 6. The Plan satisfies the requirements of Section 1129(b) of the Bankruptcy Code. Z. Section 1129(d) of the Bankruptcy Code Purpose of Plan. The principal purpose of the Plan is not avoidance of taxes or avoidance of the requirements of Section 5 of the Securities Act, and there has been no request filed by any governmental unit to the contrary. AA. Issuance of Interests in the Reorganized Debtor. The issuance and distribution of Interests in the Reorganized Debtor to the holders of Class 2 Claims under the Plan are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act and any similar federal, state, or local law pursuant to Section 1145(a) of the Bankruptcy Code. BB. Exemption From Certain Taxation. Pursuant to Section 1146(a) of the Bankruptcy Code, the following transactions and related items are exempt from taxation under stamp, real estate transfer, mortgage recording, sales or use or other similar tax: (i) any transaction undertaken to implement the terms of this Plan, including, without limitation, the transfer of any assets or property to the Reorganized Debtor; and (ii) the making or delivery of any deed or other instrument of transfer under, in furtherance of or in connection with the Plan, including, without limitation, any merger agreements or agreements of consolidation, disposition, liquidation or dissolution executed in connection with any transaction pursuant to the Plan. CC. Satisfaction of Conditions to Confirmation. Each of the conditions precedent to the confirmation of the Plan under Section 11.1 of the Plan have been satisfied or duly waived in accordance with the terms of the Plan DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 16 of 171

17 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA NOW, THEREFORE, IT IS HEREBY ORDERED: GENERAL PROVISIONS REGARDING CONFIRMATION OF THE PLAN AND APPROVAL OF PLAN-RELATED DOCUMENTS 1. Approval of Plan Modifications. Pursuant to Section 1127(a) of the Bankruptcy Code and Bankruptcy Rule 3019, the Plan Modifications are APPROVED in all respects. The Plan Modifications are either technical changes or clarifications that do not materially or adversely affect or change the treatment of any Claim or Interest under the Plan. Accordingly, the Debtor is authorized to take any actions necessary to implement or effectuate any of the transactions and other matters set forth in the Plan Modifications. 2. Confirmation of the Plan. Pursuant to Section 1129 of the Bankruptcy Code, the Plan and each of its respective provisions and any exhibits thereto (whether or not specifically referenced herein, collectively, the Plan Exhibits ) and all documents included as part of the Plan, including any exhibits to such documents (whether or not specifically approved herein), are CONFIRMED in each and every respect. The Plan s terms are incorporated herein by reference, are non-severable and are an integral part of this Confirmation Order. 3. Approval, Modification and Execution of Plan-Related Documents. The Plan Exhibits, each as substantially in the form as they exist at the time of the entry of this Confirmation Order, are APPROVED in all respects. All relevant parties, including the Debtor, the Reorganized Debtor, and the Exit Facility Lender, are authorized, without further action, notice or order of the Bankruptcy Court to execute and implement, as applicable, (i) all necessary documents, including those documents set forth in the Plan Supplement and make modifications to such documents in accordance with the Plan s terms; and (ii) all other agreements and transactions, as applicable. 4. Effects of Confirmation. In accordance with Section 1141(a) of the Bankruptcy Code and immediately upon the entry of this Confirmation Order, the terms of the Plan and this Confirmation Order will be binding upon all entities and, to the extent applicable, their DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 17 of 171

18 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA respective heirs, executors, administrators, trustees, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, guardians, successors or assigns, including, without limitation, (i) the Debtor and holders of Claims or Interests (irrespective of whether such Claims or Interests are impaired under the Plan or whether the holders of such Claims or Interests are deemed to have accepted or rejected the Plan or will receive a distribution under the Plan); (ii) non-debtor parties to Executory Contracts or Unexpired Leases with the Debtor; and (iii) entities that are parties to, or are subject to, any settlements, compromises, releases, waivers, and injunctions described in this Confirmation Order, the Findings of Fact and Conclusions of Law or the Plan. CLAIMS BAR DATES AND OTHER CLAIMS MATTERS 5. General Bar Date Provisions for Administrative Claims. The holder of an Administrative Claim, other than (i) a Fee Claim, (ii) a liability incurred and payable in the ordinary course of business by the Estate, (iii) an Administrative Claim that has been allowed on or before the Effective Date, (iv) a DIP Facility Claim, (v) a claim arising under section 503(b)(9) of the Bankruptcy Code and subject to the Bankruptcy Court s Order(A) Fixing Deadline for Filing Requests for Payment of 503(b)(9) Claims and (B) Approving Form and Manner of Notice [Docket No. 28], or (vi) a claim subject to section 503(b)(1)(D) of the Bankruptcy Code must file with the Bankruptcy Court and serve on the Reorganized Debtor, the Unsecured Creditor Trustee, and the Office of the United States Trustee notice of such Administrative Claim within 42 days after service of the Notice of Effective Date. Such notice must include at a minimum (A) the name of the holder of the Administrative Claim; (B) the amount of the Administrative Claim; and (C) the basis of the Administrative Claim. 6. Bar Date for Fee Claims. Professional Persons asserting a Fee Claim for services rendered before the Effective Date must, unless previously filed, file with the Bankruptcy Court and serve on the Reorganized Debtor, the Unsecured Creditor Trustee, and such other entities DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 18 of 171

19 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA who are designated by the Bankruptcy Rules, the Professional Fee Order, the Confirmation Order, or other order of the Bankruptcy Court an application for final Allowance of such Fee Claim no later than 28 days after the Effective Date. Objections to any Fee Claim must be filed with the Bankruptcy Court and served on the Reorganized Debtor, the Unsecured Creditor Trustee, and the requesting party by the later of (A) 14 days after the filing of the applicable request for payment of the Fee Claim; or (B) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Fee Claims. To the extent necessary, the Confirmation Order shall amend and supersede any previously entered order of the Bankruptcy Court regarding the payment of Fee Claims, provided, however, that in no event shall the Plan or the Confirmation Order modify or affect any limitation on the amount of any Fee Claim, whether individually or in the aggregate, contained in (i) the DIP Facility, (ii) any budget in effect thereunder, or (iii) the 9019 Order, including the Committee Fees Cap. Without limiting the generality of the foregoing, to the extent the Fee Claims of Professionals retained by the Committee exceed the Committee Fees Cap, any such fees and expenses shall not be paid in this Chapter 11 Case, but the Committee reserves the right to pay such fees and expenses from the Unsecured Creditor Trust Property after the Effective Date in accordance with the terms of the 9019 Order. The failure to timely file and serve a Fee Application shall result in the Fee Claim being forever barred and discharged. 7. Bar Date for Claims Based on Rejection of Executory Contracts and Unexpired Lease. Unless otherwise provided by an order of the Bankruptcy Court, any proofs of Claim based on the rejection of the Debtor s executory contracts or unexpired leases pursuant to the Plan, must be submitted to the Debtor s solicitation agent, Prime Clerk, LLC, on or before the later of (a) 28 days after the effective date of rejection of such executory contract or unexpired lease and (b) the Claims bar date established in the Chapter 11 Case. Any holder of a Claim arising from the rejection of an executory contract or unexpired lease for which a proof of Claims was not timely DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 19 of 171

20 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA filed as set forth in the immediately preceding sentence will not (i) be treated as a holder of a Claim hereunder or (ii) participate in any distribution in the Chapter 11 Case on account of such Claim, and such Claim will be deemed fully satisfied, released, settled, and compromised and be subject to the discharge permanent injunction set forth in Article XIV of the Plan. 8. Post-Effective Date Interest of Tax Claims Under Section 5.3 of the Plan. Notwithstanding anything to the contrary in Section 5.3 of the Plan, any Tax Claim that is not paid on or in conjunction with the Effective Date shall accrue interest from and after the Effective Date of the Plan in accordance with section 511 of the Bankruptcy Code until it is allowed and paid. MATTERS RELATING TO IMPLEMENTATION OF THE PLAN 9. On the Effective Date, each of the following shall occur or shall be deemed to have occurred, as applicable, in the following order: (a) (b) (c) Formation of the Unsecured Creditor Trust. The Unsecured Creditor Trust shall be formed in accordance with Section 7.3 of the Plan. Formation of the ZoomSystems Japan Trust. The ZoomSystems Japan Trust shall be formed in accordance with Section 7.4 of the Plan. Cancellation of Interests in Debtor and Issuance of New Interests in Reorganized Debtor. All of the Interests in the Debtor shall be cancelled and new Interests in the Reorganized Debtor shall be issued to the holders of the Prepetition Facility Claims (or their designee), on such terms as agreed to by the holders of such Claims, free and clear of any and all Liens, Claims, and interests (d) Re-vesting of Assets. Except as otherwise set forth in the Plan, all of the Assets of the Debtor s Estate, other than the Transferred Causes of Action and the ZoomSystems Japan Common Interests, shall re-vest in the Debtor free and clear of any and all Liens, Claims, and interests other than any Liens granted in connection with the Exit Facility Corporate Action. Pursuant to section 1142 of the Bankruptcy Code, and any applicable provision of the business corporation law of the State of California or any other applicable state, the entry of the Confirmation Order shall constitute authorization for the Debtor and the Reorganized Debtor to take or cause to be taken all corporate and limited liability company actions necessary or appropriate to consummate and implement the provisions of the Plan prior to, DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 20 of 171

21 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA on and after the Effective Date, and all such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court, including, without limitation: (a) the appointment of directors and officers in accordance with the Plan; and (b) the adoption of the Reorganized Debtor s charter, by-laws and other constituent documents, which shall supersede the prior certificates of incorporation, articles of organization, limited liability company agreements, bylaws or other organizational documents, as appropriate, of the Reorganized Debtor. All such actions shall be deemed to have occurred and shall be in effect pursuant to applicable non-bankruptcy law and the Bankruptcy Code, without any requirement of further action by the members, stockholders, directors or managers of the Debtor, the Reorganized Debtor or any of its Affiliates. On the Effective Date, the appropriate officers, directors, members, and managers of the Debtor and the Reorganized Debtor is authorized and directed to execute, deliver, record, or take such other action as is necessary to give effect to or otherwise implement the agreements, documents and instruments contemplated by this Plan in the name of and on behalf of the Debtor and/or the Reorganized Debtor, as applicable. 11. Exit Facility. On the Effective Date, the Reorganized Debtor shall enter into the Exit Facility, which shall provide, subject to the terms set forth in the Exit Facility Loan Documents, financing or other funding to the Reorganized Debtor for general corporate purposes, including but not limited to, paying any amounts then due under the DIP Facility and the GUC Initial Distribution Amount. Notwithstanding anything in this Confirmation Order or the Plan to the contrary, the Debtor shall pay, in full, in cash, on or before the Effective Date, all reasonable and documented costs, fees, and out-of-pocket expenses (including attorneys fees and expenses) incurred by or on behalf of (i) the Prepetition Agent, pursuant to and in accordance with the Prepetition Facility, and (ii) the DIP Agent, pursuant to and in accordance with the DIP Facility DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 21 of 171

22 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA Reinstatement and Continuation of Insurance Policies. From and after the Effective Date, each of the Debtor s insurance policies in existence immediately prior to the Effective Date shall be reinstated (or replaced by a like policy) and continued in accordance with its terms and shall, to the extent applicable, be deemed assumed by the Reorganized Debtor pursuant to section 365 of the Bankruptcy Code. 13. Good Faith Issuance of New Securities. The Debtor and its Representatives and the Prepetition Lender and its Representatives each have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code with respect to the issuance of the Interests in the Reorganized Debtor. As such, the Debtor and its Representatives and the Prepetition Lender and its Representatives each are entitled to the benefits and protections of Section 1125(e) of the Bankruptcy Code. 14. Exemptions From Securities Laws. The issuance and distribution of the Interests in the Reorganized Debtor to the holders of Class 2 Claims under the Plan are exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act and any similar federal, state or local law pursuant to Section 1145(a) of the Bankruptcy Code. 15. No Change in Control. The transactions contemplated under the Plan shall not be deemed or considered a change of control that would result in any acceleration, vesting or similar change of control rights under any agreements or arrangements triggered by the consummation of the Plan. 16. Authorization to Consummate. The Debtor is authorized to consummate the Plan at any time after the entry of the Confirmation Order, subject to the satisfaction or waiver of the conditions precedent to the Effective Date set forth in Section 11.2 of the Plan. On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127 of the Bankruptcy Code DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 22 of 171

23 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA SETTLEMENT OF CLAIMS RELATING TO SWYFT, INC. AND GOWER SMITH 17. Settlement. The Motion for Order Approving the Compromise of a Controversy Among the Debtor, Swyft, Inc., and Gower Smith [Docket No. 287] and the Settlement Agreement and Release (the Settlement Agreement ) thereunder are hereby APPROVED, the Settlement Agreement was entered into in good faith, and the terms of the Settlement Agreement are fair and reasonable to, and are in the best interest of, the Debtor, its estate, and its creditors. 18. Notice of Settlement. The manner in which notice of the Settlement Agreement was provided by the Debtor to all parties entitled to such notice pursuant to the Order Shortening Time and Setting Hearing on Motion to Compromise Controversy Among the Debtor, Swyft, Inc., and Gower Smith [Docket No. 289] was adequate, appropriate, reasonable and sufficient for all purposes and is APPROVED. 19. Rejection of Swyft Contracts. Upon entry of this Confirmation Order, the Master Purchase and Services Agreement, made effective as of June 30, 2014, and related order forms, and the Value Added Reseller Agreement, dated as of July 13, 2015, and related order forms, each between the Debtor and Swyft, Inc., shall be REJECTED. APPROVAL OF EXECUTORY CONTRACT AND UNEXPIRED LEASE PROVISIONS AND RELATED PROCEDURES 20. The Executory Contract and Unexpired Lease provisions of Article XII of the Plan are specifically APPROVED. This Confirmation Order will constitute an order of the Bankruptcy Court under sections 365 and 1123(b) of the Bankruptcy Code approving the assumptions or assumptions and assignments or rejections described above, each as of the Effective Date. Unless otherwise indicated, all assumptions or rejections of executory contracts and unexpired leases in the Plan will be effective as of the Effective Date. Each Executory Contract and Unexpired Lease assumed or assumed and assigned pursuant to the Plan, or by separate order previously entered by the Bankruptcy Court, will vest in and be fully enforceable by the Reorganized Debtor or DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 23 of 171

24 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA assignee in accordance with its terms (including all amendments, restatements, or similar items relating thereto), except as such terms may have been modified by order of the Bankruptcy Court. The Debtor shall file a final list of contracts and unexpired leases assumed under the Plan prior to the Effective Date of the Plan and annex such list to the Notice of Effective Date of the Plan. In addition, each executory contract or unexpired lease assumed under the Plan shall include any modifications, amendments, supplements or restatements to such contract or lease. Notwithstanding the foregoing sentence or anything contrary in the Plan, the Debtor (with the consent of the Prepetition Lender and the Exit Facility Lender) reserves the right to alter, amend, modify, or supplement the Executory Contracts and Unexpired Leases identified for assumption in the Plan Supplement prior to the Effective Date. The Debtor shall send notice of any such amendment or alteration to affected counterparties. 21. Assumption of Macy s Agreement. The Debtor and Macy s Retail Holdings, Inc., Macy s West Stores, Inc., Macy s Florida Stores, LLC and Macy s Puerto, Inc. (collectively, Macy s ) are parties to a certain License Agreement effective as of March 31, 2015 (the License Agreement ). The Debtor is authorized to assume the License Agreement, as amended by the parties. As of the Petition Date, the amount of $14,600 was due and owing as a result of lease payments for machines at two Macy s locations. On the Effective Date, the Debtor will pay to Macy s $14,600 or at the election of the Debtor, said amount will be paid in accordance with the provisions set forth below. In addition, as of the Effective Date, in the ordinary course of business of the Debtor and Macy s, amounts are currently owing to Macy s under the License Agreement for license costs and fees and as a result of sales that have taken place prior to the Effective Date. Notwithstanding anything to the contrary herein or in any filing by the Debtor in this Chapter 11 Case, any and all cure amounts owing to Macy s under, among other provisions, Article 4 and Exhibit C of the License Agreement shall be paid to Macy s in accordance with the terms of the DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 24 of 171

25 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA License Agreement and notwithstanding any amount(s) that may have been scheduled by the Debtor as owing under the License Agreement. Specifically, under, among other provisions, Article 4 and Exhibit C of the License Agreement, from and after the Effective Date and in the ordinary course of business of the Debtor and Macy s, the Debtor shall continue to pay Macy s in the manner and in the amount(s) set forth in Article 4 and Exhibit C of the License Agreement and Macy s shall continue to retain any and all amounts in accordance with the terms of the License Agreement notwithstanding the commencement of this Chapter 11 Case. 22. Panasonic. The Debtor (or Reorganized Debtor, as applicable) and Panasonic Appliances Refrigeration Systems Corporation of America ( Panasonic ) shall continue these negotiations in good faith regarding the Asset Purchase Agreement ( APA ) relating to the manufacture of seventy-five (75) 7000 series RRS units, spare parts for these units, and certain intellectual property rights (the Units ), which negotiation shall be completed on or before January 15, If the Debtor (or Reorganized Debtor, as applicable) and Panasonic reach an agreement to assume the APA on or before this date, they shall submit a stipulation and proposed order to this Court setting forth the terms of the Reorganized Debtor s assumption and cure of any defaults under the APA. If the Reorganized Debtor cannot reach an agreement by January 15, 2016 to assume the APA, the APA shall be deemed rejected. Upon rejection, Panasonic shall hold all right, title, and interest in Units free and clear of the Debtor and Reorganized Debtor and shall be permitted to sell the Units to a third party. Upon sale of the Units to a third party, Panasonic shall promptly amend its unsecured proof of claim to reflect any damages resulting from rejection of the APA. All parties rights to object to Panasonic s claim are hereby reserved. 23. Intuit, Inc. s Attorney Fee Claim. To the extent Intuit, Inc. has a valid and allowed claim arising under its prepetition lease with the Debtor for attorneys fees arising after the Petition Date through the rejection date of such lease, such claim shall be paid in accordance with its DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 25 of 171

26 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA existing lease and the Plan to the extent (a) the parties agree on the amount of such claim or (b) in the amount as determined by the Court; provided, however, all parties right to object to Intuit, Inc. s claim are hereby reserved. In no event shall such claim be considered a Fee Claim of a Professional Person for claims filing purposes. RELEASE AND LIMITATION OF LIABILITY PROVISIONS 24. Approval of Plan Releases, Exculpation, Discharge Injunction and Related Provisions. The Plan release, limitation of liability and injunction provisions as set forth in, among others, Article VIII and XIV of the Plan are APPROVED in all respects, are incorporated herein in their entirety, are so ordered and shall be immediately effective on the Effective Date of the Plan without further action by the Bankruptcy Court, any of the parties to such releases or any other party. 25. Exculpation. From and after the Effective Date, the Exculpated Parties will neither have nor incur any liability to any Person, and no holder of a Claim or Interest, no other party in interest and none of their respective Representatives, shall have any right of action against any Exculpated Party, for any act taken or omitted to be taken in connection with, related to, arising out of the Chapter 11 Case, or the consideration, formulation, preparation, dissemination, implementation, confirmation or consummation of the Chapter 11 Case, any document or agreement related thereto, the Plan, the exhibits to the Plan, the Disclosure Statement, any transaction proposed in connection with the Chapter 11 Case, or any contract, instrument, release or other agreement or document created or entered into or any other act taken or omitted to be taken, in connection therewith; provided, however, that the foregoing provisions will have no effect on (a) the liability of any Person that would otherwise result from the failure to perform or pay any obligation or liability under the Plan or any contract, instrument, release or other agreement or document to be entered into or delivered in connection with the Plan, (b) the liability of any Person that would otherwise result from any such act or omission to the extent that such act or omission is determined in a Final Order DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 26 of 171

27 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA to have constituted gross negligence or willful misconduct, and (c) the Comptroller of Public Accounts of the State of Texas ( Texas ). 26. Discharge of Claims and Termination of Interests. Pursuant to section 1141(d) of the Bankruptcy Code, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever, including any interest accrued from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and interests in, the Debtor or any of its assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code. This Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring. 27. Plan Injunction. On the Effective Date, all Persons who have been, are, or may be holders of Claims against or Interests in the Debtor shall be permanently enjoined from taking any of the following actions against or affecting the Reorganized Debtor, the Debtor, the Estate, the Assets, the Disbursing Agent, the Unsecured Creditor Trust, or any of their respective current or former members, directors, managers, officers, employees, agents, trustees, professionals or successors and assigns or their respective assets and property with respect to such Claims or Interests (other than actions brought to enforce any rights or obligations under the Plan): (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind (including all suits, actions, and proceedings that are pending as of the Effective Date, which must be withdrawn or dismissed with prejudice); DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 27 of 171

28 (ii) (iii) (iv) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, whether directly or indirectly, any judgment, award, decree or order; creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any encumbrance; and asserting any setoff, right of subrogation or recoupment of any kind; provided, that any defenses, offsets or counterclaims which the Debtor may have or assert in respect of the above referenced Claims are fully preserved in accordance with Section PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA In addition, the Confirmation Order will enjoin permanently the commencement or prosecution by any Person, whether directly, derivatively or otherwise, of any Claims released pursuant to the Plan. For the avoidance of doubt, the injunction contemplated by Section 14.6 of the Plan shall not enjoin direct claims against third parties, such as the Debtor s officers and directors. Notwithstanding anything to the contrary under this paragraph of the Confirmation Order or Section 14.6 of the Plan, (a) Texas shall be permitted to setoff prepetition Claims against any claims the Debtor or the Reorganized Debtor has against Texas and (b) Intuit, Inc. shall be permitted to setoff any valid and allowed prepetition claim against Inuit, Inc. s security deposit under its existing lease with the Debtor to the extent permitted by applicable law. 28. Release of Liens. Except as set forth in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, Liens against any property of the Estate shall be fully released and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtor and their successors and assigns. OBJECTIONS TO CONFIRMATION 29. Objections to Confirmation Overruled. The Objections not withdrawn or resolved prior to the Confirmation Hearing are hereby OVERRULED for the reasons set forth on DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 28 of 171

29 1 the record at the Confirmation Hearing and in the Findings of Fact and Conclusions of 2 3 Law contained herein. OTHER PLAN RELATED MATTERS PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA Ministerial Amendments. The third paragraph of Section 12.1 of the Plan is revised to insert Schedule of Assumed immediately prior to Executory Contracts and Unexpired Leases. 31. Treatment of Class 2 Claims. In accordance with Section 4.1(b) of the Plan, the Debtor shall issue 100 shares of common stock in the Reorganized Debtor on account of the Prepetition Facility Claims. 32. Retention of Jurisdiction by the Bankruptcy Court. Notwithstanding the entry of this Confirmation Order and the occurrence of the Effective Date, pursuant to Article XIII of the Plan, the Bankruptcy Court shall retain such exclusive jurisdiction over the Chapter Case and any matter related to the Chapter 11 Case after the Effective Date as is legally permissible, including exclusive jurisdiction over the matters described in Sections 13.1(i)-(xvi) of the Plan. To the extent that it is not legally permissible for the Bankruptcy Court to have exclusive jurisdiction over any of the matters described in Article XIII of the Plan, the Bankruptcy Court shall have non-exclusive jurisdiction over such matters to the extent legally permissible. 33. Telephonic Status Conference on Executory Contracts and Unexpired Leases. A telephonic status conference on any unresolved cure issues in connection with the assumption of // // // // // DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 29 of 171

30 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA Executory Contracts and Unexpired Leases pursuant to the Plan shall be conducted on December 16, 2015 at 1:00 p.m. (Pacific Time). 34. Conflict Between Plan and Confirmation Order. If there is any direct conflict between the terms of the Plan and the Confirmation Order, the terms of the Confirmation Order shall control. 35. Service of Notice of the Confirmation Order. Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c), the Reorganized Debtor is directed to serve, within 7 days after the occurrence of the Effective Date, a notice of the entry of this Confirmation Order, which shall include notice of the bar dates established by the Plan and this Confirmation Order and notice of the Effective Date, substantially in the form of Exhibit B attached hereto and incorporated herein by reference (the Notice of Effective Date ), on all parties that received notice of the Confirmation Hearing; provided, however, that the Reorganized Debtor shall be obligated to serve the Notice of Effective Date only on the record holders of Claims or Interests as of the Confirmation Date; provided, further, that the Reorganized Debtor shall not be required to serve the Notice of Effective Date on any holder of Claims or Interests where the prior service of the notice of the Confirmation Hearing was returned to the Debtor as undeliverable and no forwarding address has been provided. 36. Publication of the Notice of Effective Date. No later than 7 days after the Effective Date, the Reorganized Debtor may, in its sole and absolute discretion, publish the Notice of Effective Date, substantially in the form attached hereto as Exhibit B, once in the national publication of The USA Today. 37. Actions Taken Prior to Reversal or Modification of Order. If any or all of the provisions of the Confirmation Order are hereafter reversed, modified, or vacated by subsequent order of the Bankruptcy Court or any other court, such reversal, modification, or vacatur shall not affect the validity of the acts or obligations incurred or undertaken pursuant to, under, or in DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 30 of 171

31 PACHULSKI STANG ZIEHL & JONES LLP A TTORNEYS A T LAW S AN F RANCISCO, CALIFORNIA connection with the Plan prior to the Debtor s receipt of written notice of such order. Notwithstanding any such reversal, modification, or vacatur of the Confirmation Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, the Confirmation Order prior to the effective date of such reversal, modification, or vacatur shall be governed in all respects by the provisions of the Confirmation Order and the Plan and all related documents or any amendments or modifications thereto. 38. Enforcement of Terms of Plan and Confirmation Order. A failure to file a tax return or make a payment to Texas pursuant to the terms of the Plan shall be an Event of Default. If an Event of Default is not cured within 14 days after sending a written notice of default from Texas, then Texas may exercise any and all rights and remedies under applicable bankruptcy and nonbankruptcy law and seek such relief as may be appropriate in any court of competent jurisdiction. 39. Effectiveness of Order Upon Entry. Notwithstanding the applicability of Bankruptcy Rule 3020(e), the terms and conditions of the Confirmation Order shall be immediately effective and enforceable upon its entry. ** END OF ORDER ** DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 31 of 171

32 EXHIBIT A DEBTOR S THIRD AMENDED CHAPTER 11 PLAN OF REORGANIZATION DATED NOVEMBER 30, 2015 DOCS_SF: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 32 of 171

33 John D. Fiero (CA Bar No ) Debra I. Grassgreen (CA Bar No ) John W. Lucas (CA Bar No ) Jason H. Rosell (CA Bar No ) Pachulski Stang Ziehl & Jones LLP 150 California Street, 15th Floor San Francisco, California Telephone: (415) Facsimile: (415) jfiero@pszjlaw.com dgrassgreen@pszjlaw.com jlucas@pszjlaw.com jrosell@pszjlaw.com Counsel for Debtor UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION In re: NEWZOOM, INC., Debtor. Case No.: HB Chapter 11 DEBTOR S THIRD AMENDED CHAPTER 11 PLAN OF REORGANIZATION, DATED NOVEMBER 30, 2015 Case: Doc# Filed: 12/11/15 11/30/15 Entered: 12/11/15 11/30/1515:06:13 16:45:55 Page 33 1 of

34 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Definitions Interpretation Application of Definitions and Rules of Construction Set Forth in the Bankruptcy Code Other Terms Appendices and Plan Documents ARTICLE II CLASSIFICATION OF CLAIMS AND INTERESTS Administrative Claims and Tax Claims Classification of Claims and Interests Separate Classification of Secured Claims ARTICLE III IDENTIFICATION OF IMPAIRED CLASSES OF CLAIMS AND INTERESTS Unimpaired Classes of Claims and Interests Impaired Classes of Claims and Interests Impairment Controversies ARTICLE IV PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN Treatment of Claims ARTICLE V PROVISIONS FOR TREATMENT OF UNCLASSIFIED CLAIMS UNDER THE PLAN Unclassified Claims Treatment of Administrative Claims Treatment of Tax Claims Cancellation of Intercompany Claims... 6 ARTICLE VI ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS Classes Entitled to Vote Presumed Acceptance or Rejection of the Plan Class Acceptance Requirement Cramdown ARTICLE VII MEANS FOR IMPLEMENTATION OF THE PLAN Operations Between the Confirmation Date and the Effective Date The Reorganized Debtor Unsecured Creditor Trust ZoomSystems Japan Trust i- Case: Doc# Filed: 12/11/15 11/30/15 Entered: 12/11/15 11/30/1515:06:13 16:45:55 Page 34 2 of

35 TABLE OF CONTENTS (continued) Page 7.5 Corporate Action Exit Facility Transferred Causes of Action Other Causes of Action Sources of Cash for Plan Distributions GUC Contingent Distribution Reinstatement and Continuation of Insurance Policies ARTICLE VIII DISBURSING AGENT Powers and Duties of the Disbursing Agent Limitation of Liability of Disbursing Agent ARTICLE IX PLAN DISTRIBUTION PROVISIONS Plan Distributions Address for Delivery of Plan Distributions/Unclaimed Plan Distributions Distribution Record Date De Minimis Plan Distributions Time Bar to Cash Payments Manner of Payment Under the Plan Special Provisions Regarding Insured Claims ARTICLE X PROCEDURES FOR RESOLVING AND TREATING CONTESTED CLAIMS Objection Deadline Tort Claims Prosecution of Contested Claims Authority to Amend Schedules Claims Settlement Entitlement to Plan Distributions upon Allowance ARTICLE XI CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE OCCURRENCE OF THE EFFECTIVE DATE Conditions Precedent to Confirmation Conditions Precedent to the Effective Date Waiver of Conditions Effect of Non-Occurrence of the Effective Date ARTICLE XII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES Assumption and Rejection of Executory Contracts and Unexpired Leases ii- Case: Doc# Filed: 12/11/15 11/30/15 Entered: 12/11/15 11/30/1515:06:13 16:45:55 Page 35 3 of

36 TABLE OF CONTENTS (continued) Page 12.2 Cure of Defaults for Assumed Executory Contracts or Unexpired Leases Claims Based on Rejection of Executory Contracts and Unexpired Leases ARTICLE XIII RETENTION OF JURISDICTION Scope of Retention of Jurisdiction Failure of the Bankruptcy Court to Exercise Jurisdiction ARTICLE XIV SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS Satisfaction of Claims Release of Liens Exculpation Discharge of Claims and Termination of Interests Release by Debtor Plan Injunction ARTICLE XV MISCELLANEOUS PROVISIONS Payment of Statutory Fees Dissolution of Creditors' Committee Notices Headings Governing Law Expedited Determination Exemption from Transfer Taxes Notice of Entry of Confirmation Order and Relevant Dates Interest and Attorneys' Fees Modification of the Plan Setoff Rights Compliance with Tax Requirements Binding Effect Severability No Admissions iii- Case: Doc# Filed: 12/11/15 11/30/15 Entered: 12/11/15 11/30/1515:06:13 16:45:55 Page 36 4 of

37 EXHIBITS 1 Exhibit A... Glossary of Defined Terms Exhibit B... Schedule of Assumed Executory Contracts and Unexpired Leases Exhibit C... Unsecured Creditor Trust Declaration Exhibit D... Japan Creditor Trust Declaration Exhibit E... Exit Facility Loan Documents Exhibit F... Reorganized Debtor Operating Agreements Exhibit G... List and Compensation of Management of Reorganized Debtor To the extent certain exhibits are not included herein, such exhibits to this Plan will be filed with the Bankruptcy Court. The exhibits shall be made available on the internet site address once they are filed. The Debtor reserves the right to modify, amend, supplement, restate, or withdraw the exhibits after they are filed and shall promptly make such changes available on the internet site address -iv- Case: Doc# Filed: 12/11/15 11/30/15 Entered: 12/11/15 11/30/1515:06:13 16:45:55 Page 37 5 of

38 NewZoom, Inc., as debtor and debtor in possession in the above-captioned chapter 11 case (the "Debtor"), hereby proposes the following chapter 11 plan of reorganization ("Plan"): ARTICLE I DEFINITIONS AND INTERPRETATION 1.1 Definitions. Where the context requires, each capitalized term used herein shall have the meaning ascribed to such term in the Glossary of Defined Terms attached to the Plan as Exhibit A. 1.2 Interpretation. Unless otherwise specified, all section, article, and exhibit references in the Plan are to the respective section in, article of, or exhibit to, the Plan, as the same may be amended, waived, or modified from time to time. Words denoting the singular number shall include the plural number and vice versa, as appropriate, and words denoting one gender shall include the other gender. The terms "include" and "including" shall be construed as "include, without limitation" and "including, without limitation," respectively. 1.3 Application of Definitions and Rules of Construction Set Forth in the Bankruptcy Code. Words and terms defined in section 101 of the Bankruptcy Code shall have the same meanings when used in the Plan, unless a different definition is given in the Glossary of Defined Terms. The rules of construction contained in section 102 of the Bankruptcy Code shall apply to the construction of the Plan. 1.4 Other Terms. The words "herein," "hereof," "hereto," "hereunder," and others of similar import refer to the Plan as a whole and not to any particular section, subsection, or clause contained in the Plan. 1.5 Appendices and Plan Documents. All appendices to the Plan and the Plan Documents are incorporated into the Plan by this reference and are a part of the Plan as if set forth in full herein. All Plan Documents not otherwise filed herewith shall be filed with the clerk of the Bankruptcy Court in the Plan Supplement no later than 14 days before the Voting Deadline. In the event of any inconsistency between the terms of the Plan and any Plan Documents, the terms of the Plan shall control except with respect to the Exit Facility Loan Documents, which shall control over the terms of the Plan in the event of any inconsistency. Holders of Claims may obtain a copy of the Plan Documents, once filed, by a written request sent to the following address: NewZoom Ballot Processing c/o Prime Clerk, LLC 830 Third Avenue, 3rd Floor New York, NY Case: Doc# Filed: 12/11/15 11/30/15 Entered: 12/11/15 11/30/1515:06:13 16:45:55 Page 38 6 of

39 ARTICLE II CLASSIFICATION OF CLAIMS AND INTERESTS For the purposes of organization, voting, and all confirmation matters, all Claims against and Interests in the Debtor shall be classified as set forth in this Article II. 2.1 Administrative Claims and Tax Claims. As provided by section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Tax Claims shall not be classified under the Plan, and shall instead be treated separately as unclassified Claims on the terms set forth in Article V. 2.2 Classification of Claims and Interests. The classes of Claims against and Interests in the Debtor shall be classified under the Plan as follows: Class 1 Priority Claims. Class 1 shall consist of all Priority Claims against the Debtor. Class 2 Prepetition Facility Claims. Class 2 shall consist of the Prepetition Facility Claims. Class 3 Other Secured Claims. Class 3 shall consist of all Other Secured Claims against the Debtor. Class 4 Unsecured Claims. Class 4 shall consist of all Unsecured Claims against the Debtor. Class 5 Preferred Interests. Class 5 shall consist of the Preferred Interests in the Debtor. Class 6 Common Interests. Class 6 shall consist of the Common Interests in the Debtor. 2.3 Separate Classification of Secured Claims. Although Other Secured Claims against the Debtor have been placed in one category for ease of reference, each Other Secured Claim shall be treated as a separate class for purposes of voting on the Plan and receiving Plan Distributions. Such classes comprised of individual Other Secured Claims shall be designated as Class 3A, Class 3B, Class 3C, etc. ARTICLE III IDENTIFICATION OF IMPAIRED CLASSES OF CLAIMS AND INTERESTS 3.1 Unimpaired Classes of Claims and Interests. The following classes of Claims and Interests are not impaired under the Plan: Class 1 Priority Claims and Class 3 Other Secured Claims that are reinstated. 3.2 Impaired Classes of Claims and Interests. The following classes of Claims and Interests are impaired under the Plan: Class 2 Prepetition Facility Claims, Class 4 Unsecured Claims, Class 5 Preferred Interests, and Class 6 Common Interests Case: Doc# Filed: 12/11/15 11/30/15 Entered: 12/11/15 11/30/1515:06:13 16:45:55 Page 39 7 of

40 Impairment Controversies. If a controversy arises as to whether any Claim or Interest or any class of Claims or Interests is impaired under the Plan, the Bankruptcy Court shall, after notice and a hearing, determine such controversy. ARTICLE IV PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN 4.1 Treatment of Claims. The classes of Claims against and Interests in the Debtor shall be treated under the Plan as follows: (a) Class 1 Priority Claims. Each holder of an Allowed Priority Claim against the Debtor shall receive, in full satisfaction of such Allowed Priority Claim, on the applicable Plan Distribution Date, Cash in the amount of such holder's Allowed Priority Claim. (b) Class 2 Prepetition Facility Claims. On the Effective Date, the Prepetition Facility Claims shall receive 100% of the Interests in the Reorganized Debtor in full and complete satisfaction of such Claims. (c) Class 3 Other Secured Claims. Except to the extent that a holder of an Allowed Other Secured Claim agrees to a different treatment, on the applicable Plan Distribution Date, each Allowed Other Secured Claim shall, at the option of the Disbursing Agent, (i) be reinstated and rendered unimpaired in accordance with section 1124(2) of the Bankruptcy Code; (ii) receive Cash in an amount equal to such Allowed Other Secured Claim, including any interest on such Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code; or (iii) receive the collateral securing its Allowed Other Secured Claim and any interest on such Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, in each case, in full and complete satisfaction of such Allowed Other Secured Claim. (d) Class 4 Unsecured Claims. Each holder of an Allowed Unsecured Claim shall receive its Pro Rata Share of the Unsecured Creditor Trust Beneficial Interests and the proceeds thereof in accordance with the Unsecured Creditor Trust Declaration. The Unsecured Creditor Trust shall contain (i) the Transferred Causes of Action, (ii) the GUC Initial Distribution, and (iii) if and when earned, the GUC Contingent Distribution. (e) Class 5 Preferred Interests. On the Effective Date, Preferred Interests shall be cancelled. (f) Class 6 Common Interests. On the Effective Date, Common Interests shall be cancelled. -3- Case: Doc# Filed: 12/11/15 11/30/15 Entered: 12/11/15 11/30/1515:06:13 16:45:55 Page 40 8 of

41 ARTICLE V PROVISIONS FOR TREATMENT OF UNCLASSIFIED CLAIMS UNDER THE PLAN 5.1 Unclassified Claims. Administrative Claims and Tax Claims are treated in accordance with sections 1129(a)(9)(A) and 1129(a)(9)(C) of the Bankruptcy Code, respectively. Such Claims are not designated as classes of Claims for the purposes of this Plan or for the purposes of sections 1123, 1124, 1125, 1126 or 1129 of the Bankruptcy Code. 5.2 Treatment of Administrative Claims. All Administrative Claims shall be treated as follows: (a) Time for Filing Administrative Claims. The holder of an Administrative Claim, other than (i) a Fee Claim; (ii) a liability incurred and payable in the ordinary course of business by the Estate; (iii) an Administrative Claim that has been Allowed on or before the Effective Date, (iv) a DIP Facility Claim, (v) a claim arising under section 503(b)(9) of the Bankruptcy Code and subject to the Bankruptcy Court s Order (A) Fixing Deadline for Filing Requests for Payment of 503(b)(9) Claims and (B) Approving Form and Manner of Notice [Docket No. 28], or (vi) a claim subject to section 503(b)(1)(D) of the Bankruptcy Code, must file with the Bankruptcy Court and serve on the Reorganized Debtor, the Unsecured Creditor Trustee, and the Office of the United States Trustee, notice of such Administrative Claim within forty-two (42) days after service of the Notice of Effective Date. Such notice must include at a minimum (A) the name of the holder of the Administrative Claim; (B) the amount of the Administrative Claim; and (C) the basis of the Administrative Claim. Failure to file and serve such notice timely and properly shall result in the Administrative Claim being forever barred and discharged. (b) Time for Filing Fee Claims. Professional Persons asserting a Fee Claim for services rendered before the Effective Date must, unless previously filed, file with the Bankruptcy Court and serve on the Reorganized Debtor and the Disbursing Agent and such other entities who are designated by the Bankruptcy Rules, the Professional Fee Order, the Confirmation Order or other order of the Bankruptcy Court an application for final Allowance of such Fee Claim no later than twenty-eight (28) days after the Effective Date. Objections to any Fee Claim must be filed with the Bankruptcy Court and served on the Disbursing Agents and the requesting party by the later of (A) fourteen (14) days after the Filing of the applicable request for payment of the Fee Claim or (B) such other period of limitation as may be specifically fixed by a Final Order for objecting to such Fee Claims. To the extent necessary, the Confirmation Order shall amend and supersede any previously entered order of the Bankruptcy Court regarding the payment of Fee Claims, provided, however, that in no event shall the Plan or the Confirmation Order modify or affect any limitation on the amount of any Fee Claim, whether individually or in the aggregate, contained in (i) the DIP Facility, (ii) any budget in effect thereunder, or (iii) the 9019 Order, including the Committee Fees Cap. Without limiting the generality of the foregoing, to the extent the Fee Claims of Professionals retained by the Committee exceed the Committee Fees Cap, any such fees and expenses shall not be paid in this Chapter 11 Case, but the Committee reserves the right to pay such fees and expenses from the Unsecured Creditor Trust Property after the Effective Date in accordance with the terms of the -4- Case: Doc# Filed: 12/11/15 11/30/15 Entered: 12/11/15 11/30/1515:06:13 16:45:55 Page 41 9 of

42 Order. The failure to timely file and serve a Fee Application shall result in the Fee Claim being forever barred and discharged. (c) Allowance of Administrative Claims/Fee Claims. An Administrative Claim (other than a Fee Claim) with respect to which notice has been properly filed and served pursuant to Section 5.2(a) shall become an Allowed Administrative Claim if no objection is filed within sixty (60) days after the later of (i) the Effective Date; or (ii) the date of service of the applicable notice of Administrative Claim, or (iii) such later date as may be approved by the Bankruptcy Court on motion of a party in interest, without notice or a hearing. If an objection is filed within such 60-day period (or any extension thereof), the Administrative Claim shall become an Allowed Administrative Claim only to the extent allowed by Final Order, stipulation, or withdrawal of the objection. (d) Payment of Allowed Administrative Claims. On the applicable Plan Distribution Date, each holder of an Allowed Administrative Claim shall receive (i) the amount of such holder's Allowed Claim in Cash; or (ii) such other treatment as may be agreed upon in writing by such holder and the Debtor (or, if after the Effective Date, the Disbursing Agent); provided, that such treatment shall not provide a return to such holder having a present value as of the Effective Date in excess of such holder's Allowed Administrative Claim; and provided, further that an Administrative Claim representing a liability incurred and payable in the ordinary course of business of the Estate shall be paid by the Debtor in the ordinary course of business. (e) DIP Facility Claims. On or before the Effective Date, the Debtor shall pay to the DIP Agent all principal, interest, fees, and other amounts due and owing under or in respect of the DIP Facility in Cash. 5.3 Treatment of Tax Claims. Each Allowed Tax Claim shall, unless the holder of such Claim shall have agreed to different treatment of such Claim, receive deferred cash payments to the fullest extent permitted by section 1129(a)(9)(C) of the Bankruptcy Code with interest on the unpaid portion of such Claim at the statutory rate under applicable non-bankruptcy law or at a rate to be agreed upon by the Debtor and the appropriate governmental unit or, if they are unable to agree, to be determined by the Bankruptcy Court; provided, however, that the Reorganized Debtor may elect in its sole discretion to pay any or all such Claims at any time, without premium or penalty, in which case the payment shall not include interest if paid on the applicable Plan Distribution Date. The payment of each Allowed Tax Claim shall be made in equal quarterly installments with the first installment due on the latest of: (i) the first day following the end of the first full calendar quarter following the Effective Date, (ii) the first day following the end of the first full calendar quarter following the date an order allowing such Claim becomes a Final Order, and (iii) such other time or times as may be agreed with the holder of such Claim. Each installment shall include interest in accordance with section 511 of the Bankruptcy Code on the unpaid balance of the Allowed Tax Claim, without penalty of any kind, at the non-default rate of interest prescribed, agreed to or determined in accordance with the foregoing. 28 Case: Doc# Filed: 11/30/15 12/11/15-5- Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

43 Cancellation of Intercompany Claims On the Effective Date, the Debtor shall be deemed to have caused all Intercompany Claims to be cancelled and discharged. ARTICLE VI ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS 6.1 Classes Entitled to Vote. Except for Class 1 Priority Claims and Class 3 Other Secured Claims, all classes of Claims and Interests are entitled to vote on the Plan. 6.2 Presumed Acceptance or Rejection of the Plan. Class 1 Priority Claims and Class 3 Other Secured Claims are unimpaired. Each holder of a Claim in such classes is presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and is not entitled to vote to accept or reject the Plan. Class 5 Preferred Interests and Class 6 Common Interests are impaired but are deemed to have rejected the Plan. 6.3 Class Acceptance Requirement. A class of Claims shall have accepted the Plan if it is accepted by at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Allowed Claims in such class that have voted on the Plan. A class of Interests shall have accepted the Plan if it is accepted by holders of at least two-thirds (2/3) in amount of the Allowed Interests in that class that have voted on the Plan. 6.4 Cramdown. The Plan shall be treated as a request that the Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy Code, notwithstanding the failure to satisfy the requirements of section 1129(a)(8), on the basis that the Plan is fair and equitable and does not discriminate unfairly with respect to each class of Claims and Interests that is impaired under, and has not accepted, the Plan. ARTICLE VII MEANS FOR IMPLEMENTATION OF THE PLAN 7.1 Operations Between the Confirmation Date and the Effective Date. During the period from the Confirmation Date through and until the Effective Date, the Debtor shall continue to operate its business as debtor in possession, subject to the oversight of the Bankruptcy Court as provided in the Bankruptcy Code, the Bankruptcy Rules and all orders of the Bankruptcy Court that are then in full force and effect. 7.2 The Reorganized Debtor. (a) On the Effective Date, each of the following shall occur or shall be deemed to have occurred, as applicable, in the following order: Case: Doc# Filed: 11/30/15 12/11/15-6- Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

44 (i) The Unsecured Creditor Trust shall be formed in accordance with Section 7.3 of the Plan. (ii) The ZoomSystems Japan Trust shall be formed in accordance with Section 7.4 of the Plan. (iii) All of the Interests in the Debtor shall be cancelled and new Interests in the Reorganized Debtor shall be issued to the holders of the Prepetition Facility Claims (or their designee), on such terms as agreed to by the holders of such Claims, free and clear of any and all Liens, Claims, and interests. (iv) Except as otherwise set forth in the Plan, all of the Assets of the Debtor s Estate, other than the Transferred Causes of Action and ZoomSystems Japan Common Interests, shall revest in the Debtor free and clear of any and all Liens, Claims, and interests other than any Liens granted in connection with the Exit Facility. (v) The Exit Facility shall become effective in accordance with its terms and, to the extent set forth therein, shall grant the Exit Facility Lender the Exit Facility Liens in the Exit Facility Collateral; and (vi) The Reorganized Debtor shall draw on the Exit Facility an amount sufficient to satisfy all DIP Facility Claims and shall pay the proceeds of such draw to the DIP Agent in full satisfaction of the DIP Facility Claims. Upon full payment and satisfaction of all DIP Facility Claims, the DIP Liens shall be discharged. (b) The Reorganized Debtor shall be deemed a Disbursing Agent under the Plan when making distributions to holders of Allowed Administrative Claims, Cure Claims, Allowed Priority Claims, Allowed Tax Claims, and Allowed Other Secured Claims. 7.3 Unsecured Creditor Trust. (a) Formation. Pursuant to section 1123(a)(5) of the Bankruptcy Code, on the Effective Date the Unsecured Creditor Trust shall be created pursuant to the Unsecured Creditor Trust Declaration. The Unsecured Creditor Trust Declaration shall constitute a Plan Document and shall only contain terms and conditions consistent with the Plan. Without limiting the generality of the foregoing, the Unsecured Creditor Trust Declaration shall require that all Cash Unsecured Creditor Trust Property, including the proceeds of the Transferred Causes of Action, be applied in the following order: First, paid in full satisfaction of any outstanding expenses arising from the administration of the Unsecured Creditor Trust; Second, retained as a reasonable reserve for the winding up of the affairs of the Unsecured Creditor Trust; and Third, ratably, paid to the holders of the Unsecured Creditor Trust Beneficial Interests. (b) Unsecured Creditor Trustee. The Unsecured Creditor Trust shall be administered by the Unsecured Creditor Trustee. The terms of the compensation of the Unsecured Creditor Trustee shall be disclosed in the Plan Supplement. The Unsecured Creditor Trustee shall have the power to administer the assets of the Unsecured Creditor Trust in a manner consistent with the Unsecured Creditor Trust Declaration and the Plan and the Unsecured Creditor Trustee shall be the Estate representative designated to prosecute any and all Transferred Causes of Action, subject to the limitations in Section 7.7 of the Plan. Without limiting the generality of the foregoing, the Unsecured Creditor Trustee shall (i) hold and administer the Case: Doc# Filed: 11/30/15 12/11/15-7- Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

45 assets of the Unsecured Creditor Trust; (ii) have the sole power and authority to evaluate and determine strategy with respect to the Transferred Causes of Action and to litigate, settle, transfer, release or abandon any such Transferred Causes of Action on behalf of the Unsecured Creditor Trust, subject to Section 7.7 of the Plan; (iii) have authority to pay all out of pocket expenses incurred in connection with the prosecution of the Transferred Causes of Action from assets of the Unsecured Creditor Trust; (iv) have the power and authority to retain, as an expense of the Unsecured Creditor Trust, such attorneys, advisors, other professionals and employees as may be appropriate to perform the duties required of the Unsecured Creditor Trustee hereunder or in the Unsecured Creditor Trust Declaration; (vi) make distributions as provided in the Unsecured Creditor Trust Declaration and this Plan; and (vii) provide periodic reports and updates regarding the status of the administration of the Unsecured Creditor Trust. The Unsecured Creditor Trustee shall be deemed a Disbursing Agent under the Plan when making distributions to holders of Unsecured Creditor Trust Beneficial Interests pursuant to the Unsecured Creditor Trust Declaration. (c) Certain Amounts. During the period from the Confirmation Date to the Effective Date, the Debtor shall reimburse the Unsecured Creditor Trustee for the actual and necessary out-of-pocket expenses incurred by it (whether before or after the Confirmation Date) in preparing to assume its responsibilities under the Unsecured Creditor Trust Declaration in an aggregate amount not to exceed $25,000.00, which is inclusive of the Committee Fee Cap. (d) Transfer of Assets. On the Effective Date, the Debtor shall transfer the GUC Initial Distribution Amount and Transferred Causes of Action to the Unsecured Creditor Trust, which shall vest in the Unsecured Creditor Trust, free and clear of any and all Liens, Claims and other interests, exclusively for the benefit of the holders of Unsecured Creditor Trust Beneficial Interests on the terms and conditions set forth in the Plan and the Unsecured Creditor Trust Declaration. In addition, to the extent that the Committee Fees are less than the Committee Fee Cap, the Reorganized Debtor shall pay that difference, which constitutes a portion of the GUC Initial Distribution Amount, to the Unsecured Creditor Trust promptly following the payment of the Committee Fees. (e) Purpose of the Unsecured Creditor Trust. The Unsecured Creditor Trust shall be established for the primary purpose of liquidating its assets in accordance with Treas. Reg (d) with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Unsecured Creditor Trust. Accordingly, the Unsecured Creditor Trustee shall, in an expeditious but orderly manner, liquidate and convert to Cash the non-cash Unsecured Creditor Trust Property, including the Transferred Causes of Action, make timely distributions to the holders of Unsecured Creditor Trust Beneficial Interests, and not unduly prolong the duration of the Unsecured Creditor Trust. The Unsecured Creditor Trust shall not be deemed a successorin-interest of the Debtor for any purpose other than as specifically set forth herein or in the Unsecured Creditor Trust Declaration. The Unsecured Creditor Trust is intended to qualify as a "grantor trust" for federal income tax purposes with the holders of Unsecured Creditor Trust Interests treated as grantors and owners of the Unsecured Creditor Trust. As soon as practicable after the Effective Date, the Unsecured Creditor Trustee shall value the assets of the Unsecured Creditor Trust based on the good faith determination of the Unsecured Creditor Trustee. The valuation shall be used consistently by all parties for all federal income tax purposes. The Bankruptcy Court shall resolve any dispute regarding such valuation. (f) Termination of Unsecured Creditor Trust. The Unsecured Creditor Trust will terminate as soon as practicable, but not later than the fifth (5th) anniversary of the Effective Date; provided, however, that, within six months prior to the fifth (5th) anniversary of the Effective Date (or such later date as may be permitted by order of the Bankruptcy Court as described in this Subsection 7.3(f)), the Bankruptcy Court, upon motion by a party in interest, may extend the term of the Unsecured Creditor Trust for a finite period, if such an extension is Case: Doc# Filed: 11/30/15 12/11/15-8- Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

46 necessary to liquidate the assets of the Unsecured Creditor Trust or for other good cause. Multiple extensions of the termination of the Unsecured Creditor Trust may be obtained so long as Bankruptcy Court approval is sought prior to the expiration of each extended term and the Unsecured Creditor Trustee receives an opinion of counsel or a favorable ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the Unsecured Creditor Trust as a grantor trust for federal income tax purposes. (g) Certain Obligations of the Debtor. The Reorganized Debtor shall cooperate in a commercially reasonable manner and in good faith with the Unsecured Creditor Trustee to assure that the Unsecured Creditor Trust has full and complete access to the Debtor's books and records in connection with its duty to prosecute the Transferred Causes of Action and object to Unsecured Claims. Without limiting the generality of the foregoing, the Reorganized Debtor shall (i) preserve all records and documents (including any electronic records and documents) related to the Transferred Causes of Action until the second (2nd) anniversary of the Effective Date, or if actions related to the Transferred Causes of Action remain pending as of such date, until the Unsecured Creditor Trustee notifies the Reorganized Debtor that such records are no longer required to be preserved; and (ii) provide the Unsecured Creditor Trustee with reasonable access to review and copy such records and documents. (h) Certain Limitations on Liability. Neither the Unsecured Creditor Trustee, nor its agents or representatives, shall be liable for actions taken or omitted in its/their capacity as, or on behalf of, the Unsecured Creditor Trust or Unsecured Creditor Trustee, and/or in the discharge of any powers, rights or duties conferred upon it or them in the Plan, the Unsecured Creditor Trust Declaration, or any Final Order of the Bankruptcy Court entered pursuant to or in furtherance of the Plan, except that such limitation of liability and exculpation shall not apply to acts or omissions arising out of the willful misconduct or gross misconduct of the Unsecured Creditor Trustee or its agents or representatives. 7.4 ZoomSystems Japan Trust. (a) Formation. Pursuant to section 1123(a)(5) of the Bankruptcy Code, on the Effective Date the ZoomSystems Japan Trust shall be created pursuant to the ZoomSystems Japan Trust Declaration. The ZoomSystems Japan Trust Declaration shall constitute a Plan Document and shall only contain terms and conditions consistent with the Plan. Without limiting the generality of the foregoing, the ZoomSystems Japan Trust Declaration shall require that all Cash arising from the wind down or other disposition of ZoomSystems Japan Trust Property be applied in the following order: First, paid in full satisfaction of any outstanding expenses arising from wind-down or other disposition of ZoomSystems Japan Trust Property; and Second, paid to the holders of allowed Administrative Claims of the Debtor. (b) ZoomSystems Japan Trustee. The ZoomSystems Japan Trust shall be administered by the ZoomSystems Japan Trustee. The terms of the compensation of the ZoomSystems Japan Trustee shall be disclosed in the Plan Supplement. The ZoomSystems Japan Trustee shall have the power to administer the assets of the ZoomSystems Japan Trust in a manner consistent with the ZoomSystems Japan Trust Declaration and the Plan. Without limiting the generality of the foregoing, the ZoomSystems Japan Trustee shall (i) hold and administer the assets of the ZoomSystems Japan Trust; (ii) have the sole power and authority to evaluate and determine strategy with respect to the ZoomSystems Japan Trust Property and wind-down, transfer, release or abandonment of any such ZoomSystems Japan Trust Property on behalf of the Debtor s Estate; (iii) have authority to pay all out of pocket expenses incurred in connection with the wind-down or other disposition of the ZoomSystems Japan Trust Property from assets of the ZoomSystems Japan Trust; (iv) have the power and authority to retain, as an expense of the Case: Doc# Filed: 11/30/15 12/11/15-9- Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

47 ZoomSystems Japan Trust, such attorneys, advisors, other professionals and employees as may be appropriate to perform the duties required of the ZoomSystems Japan Trustee hereunder or in the ZoomSystems Japan Trust Declaration; (vi) use the proceeds of the ZoomSystems Japan Trust Property as provided in the ZoomSystems Japan Trust Declaration and this Plan; and (vii) provide periodic reports and updates regarding the status of the administration of the ZoomSystems Japan Trust. (c) Certain Amounts. During the period from the Confirmation Date to the Effective Date, the Debtor shall reimburse the ZoomSystems Japan Trustee for the actual and necessary out-of-pocket expenses incurred by it (whether before or after the Confirmation Date) in preparing to assume its responsibilities under the ZoomSystems Japan Trust Declaration in accordance with the budget. (d) Transfer of Assets. On the Effective Date, the Debtor shall transfer the ZoomSystems Japan Common Interests to the ZoomSystems Japan Trust, which shall vest in the ZoomSystems Japan Trust, free and clear of any and all Liens, Claims and other interests, exclusively for the full satisfaction of any outstanding expenses arising from wind-down of ZoomSystems Japan and, to extent of any excess proceeds, paid to the holders of allowed Administrative Claims of the Debtor. (e) Purpose of the ZoomSystems Japan Trust. The ZoomSystems Japan Trust shall be established for the primary purpose of liquidating its assets in accordance with Treas. Reg (d) with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the ZoomSystems Japan Trust. Accordingly, the ZoomSystems Japan Trustee shall, in an expeditious but orderly manner, liquidate and convert to Cash the non-cash ZoomSystems Japan Trust Property and use any proceeds in accordance with Section 7.4(a) of the Plan, and not unduly prolong the duration of the ZoomSystems Japan Trust. The ZoomSystems Japan Trust shall not be deemed a successor-in-interest of the Debtor for any purpose other than as specifically set forth herein or in the ZoomSystems Japan Trust Declaration. The ZoomSystems Japan Trust is intended to qualify as a "grantor trust" for federal income tax purposes with the holders of any interest in ZoomSystems Japan Trust treated as grantors and owners of the ZoomSystems Japan Trust. As soon as practicable after the Effective Date, the ZoomSystems Japan Trustee shall value the assets of the ZoomSystems Japan Trust based on the good faith determination of the ZoomSystems Japan Trustee. The valuation shall be used consistently by all parties for all federal income tax purposes. The Bankruptcy Court shall resolve any dispute regarding such valuation. (f) Termination of ZoomSystems Japan Trust. The ZoomSystems Japan Trust will terminate as soon as practicable, but not later than the fifth (5th) anniversary of the Effective Date; provided, however, that, within six months prior to the fifth (5th) anniversary of the Effective Date (or such later date as may be permitted by order of the Bankruptcy Court as described in this Subsection 7.3(f)), the Bankruptcy Court, upon motion by a party in interest, may extend the term of the ZoomSystems Japan Trust for a finite period, if such an extension is necessary to liquidate the assets of the ZoomSystems Japan Trust or for other good cause. Multiple extensions of the termination of the ZoomSystems Japan Trust may be obtained so long as Bankruptcy Court approval is sought prior to the expiration of each extended term and the ZoomSystems Japan Trustee receives an opinion of counsel or a favorable ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the ZoomSystems Japan Trust as a grantor trust for federal income tax purposes. (g) Certain Obligations of the Debtor. The Reorganized Debtor shall cooperate in a commercially reasonable manner and in good faith with the ZoomSystems Japan Trustee to assure that the ZoomSystems Japan Trust has full and complete access to the Debtor s books and records in connection with its duty to wind-down or otherwise dispose of the Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

48 ZoomSystems Japan Trust Property. Without limiting the generality of the foregoing, the Reorganized Debtor shall (i) preserve all records and documents (including any electronic records and documents) related to the ZoomSystems Japan Trust Property until the second (2nd) anniversary of the Effective Date, or if actions related to the wind-down or other disposition of the ZoomSystems Japan Trust Property remain pending as of such date, until the ZoomSystems Japan Trustee notifies the Reorganized Debtor that such records are no longer required to be preserved; and (ii) provide the ZoomSystems Japan Trustee with reasonable access to review and copy such records and documents. Certain Limitations on Liability. Neither the ZoomSystems Japan Trustee, nor its agents or representatives, shall be liable for actions taken or omitted in its/their capacity as, or on behalf of, the ZoomSystems Japan Trust or ZoomSystems Japan Trustee, and/or in the discharge of any powers, rights or duties conferred upon it or them in the Plan, the ZoomSystems Japan Trust Declaration, or any Final Order of the Bankruptcy Court entered pursuant to or in furtherance of the Plan, except that such limitation of liability and exculpation shall not apply to acts or omissions arising out of the willful misconduct or gross misconduct of the ZoomSystems Japan Trustee or its agents or representatives. 7.5 Corporate Action. Pursuant to section 1142 of the Bankruptcy Code, and any applicable provision of the business corporation law of the State of California or any other applicable state, the entry of the Confirmation Order shall constitute authorization for the Debtor and the Reorganized Debtor to take or cause to be taken all corporate and limited liability company actions necessary or appropriate to consummate and implement the provisions of the Plan prior to, on and after the Effective Date, and all such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court, including, without limitation: (a) the appointment of directors and officers in accordance with the Plan; and (b) the adoption of the Reorganized Debtor's Operating Agreements, which shall supersede the prior certificates of incorporation, articles of organization, limited liability company agreements, by-laws or other organizational documents, as appropriate, of the Reorganized Debtor. All such actions shall be deemed to have occurred and shall be in effect pursuant to applicable non-bankruptcy law and the Bankruptcy Code, without any requirement of further action by the members, stockholders, directors or managers of the Debtor, the Reorganized Debtor or any of its Affiliates. On the Effective Date, the appropriate officers, directors, members and managers of the Debtor and the Reorganized Debtor are authorized and directed to execute, deliver, record, or take such other action as is necessary to give effect to or otherwise implement the agreements, documents and instruments contemplated by this Plan in the name of and on behalf of the Debtor and/or the Reorganized Debtor, as applicable. 7.6 Exit Facility. On the Effective Date, the Reorganized Debtor shall enter into the Exit Facility, which shall provide, subject to the terms set forth in the Exit Facility Loan Documents, financing or other funding to the Reorganized Debtor for general corporate purposes, including but not limited to, paying any amounts then due under the DIP Facility and the GUC Initial Distribution Amount. 7.7 Transferred Causes of Action. Nothing in the Plan or otherwise shall impair, modify, impede, compromise or limit the ability of the Unsecured Creditor Trust to investigate and prosecute the Transferred Causes of Action and all such Transferred Causes of Action are expressly preserved notwithstanding the occurrence of the Effective Date; provided, however, the Unsecured Creditor Trustee shall obtain Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

49 the express written consent of the Reorganized Debtor prior to commencing an action or objection relating to a Transferred Cause of Action. It is intended that the Reorganized Debtor will consent to the bringing of Avoidance Actions against entities with which the Reorganized Debtor will no longer conduct business after the Effective Date. Absent such express written consent, any attempt by the Unsecured Creditor Trustee to commence an action or objection relating to a Transferred Cause of Action will be null and void. No Person may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Transferred Cause of Action against them as any indication that the Unsecured Creditor Trust will not pursue any and all available Causes of Action against them. The Unsecured Creditor Trust expressly reserves all rights to prosecute any and all Transferred Causes of Action against any Person at any time and for any reason. The Unsecured Creditor Trust reserves all Transferred Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches, shall apply to such Causes of Action upon or after the confirmation or consummation of the Plan. 7.8 Other Causes of Action. Except for the Transferred Causes of Action, the Released Causes of Action, and as otherwise specifically provided in the Plan or in a Final Order of the Bankruptcy Court, all Causes of Action of the Debtor and its Estate shall, upon the occurrence of the Effective Date, be vested in the Reorganized Debtor. Except as otherwise provided in the Plan, the rights of the Reorganized Debtor to commence, prosecute or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. No Person may rely on the absence of a specific reference in the Plan or the Disclosure Statement to any Cause of Action against them as any indication that the Reorganized Debtor will not pursue any and all available Causes of Action against them. The Reorganized Debtor expressly reserves all rights to prosecute any and all Causes of Action (other than the Transferred Causes of Action and Released Causes of Action) against any Person. Other than Causes of Action expressly waived, relinquished, exculpated, released, compromised or settled in the Plan or a Final Order, the Debtor expressly reserves all Causes of Action (other than the Transferred Causes of Action), for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches, shall apply to such Causes of Action upon or after the confirmation or consummation of the Plan. 7.9 Sources of Cash for Plan Distributions. All Cash necessary for the Reorganized Debtor to make Plan Distributions in the Reorganized Debtor's capacity as Disbursing Agent in respect of Allowed Administrative Claims, Allowed Cure Claims, Allowed Priority Claims, Allowed Tax Claims, and Allowed Other Secured Claims shall be obtained from Cash on hand or from the Exit Facility. All Cash necessary for the Unsecured Creditor Trustee to make payments and Plan Distributions in its capacity as Disbursing Agent to holders of Unsecured Creditor Trust Beneficial Interests shall be obtained from the Unsecured Creditor Trust Property in accordance with the terms of the Unsecured Creditor Trust Declaration. All liabilities and expenses accrued by the Reorganized Debtor on and after 12:00 a.m. Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

50 Pacific Time on the Effective Date shall be the obligations of the Reorganized Debtor and enforceable in accordance with applicable law GUC Contingent Distribution If, within four years after the Effective Date, the DIP Lender, or any Affiliate, (i) sells a controlling interest in the Zoom Business, (ii) sells substantially all of the assets of the Zoom Business, or (iii) causes a similar disposition to occur, then the DIP Lender, or its Affiliate, shall contribute additional consideration to the Unsecured Creditor Trust as follows. If the purchase price in such transaction exceeds $40 million but is less than $70 million, the DIP Lender, or its Affiliate, shall contribute $600,000 to the Unsecured Creditor Trust. If instead, the purchase price in such transaction exceeds $70 million, the DIP Lender, or its Affiliate, shall instead contribute $1.2 million to the Unsecured Creditor Trust. If the purchase price does not exceed $40 million, no additional consideration shall be provided to the Unsecured Creditor Trust Reinstatement and Continuation of Insurance Policies. From and after the Effective Date, each of the Debtor's insurance policies in existence immediately prior to the Effective Date shall be reinstated (or replaced by a like policy) and continued in accordance with its terms and shall, to the extent applicable, be deemed assumed by the Reorganized Debtor pursuant to section 365 of the Bankruptcy Code. ARTICLE VIII DISBURSING AGENT Upon the occurrence of the Effective Date, (a) the Reorganized Debtor (or its agent) shall be appointed to serve as the Disbursing Agent with respect to all Administrative Claims, Tax Claims, Priority Claims, Claims for cure of an executory contract or unexpired lease assumed pursuant to Article XII of the Plan, and Other Secured Claims; and (b) the Unsecured Creditor Trustee shall be appointed to serve as the Disbursing Agent with respect to holders of Unsecured Creditor Trust Beneficial Interests. The Reorganized Debtor and the Unsecured Creditor Trustee, each in their respective capacities as a Disbursing Agent, shall have all powers, rights, protections, obligations, and duties afforded or imposed upon the Disbursing Agent under the Plan, but solely with respect to those Claims and Interests on account of which the applicable Disbursing Agent is designated to make Plan Distributions under the Plan and Plan Documents. 8.1 Powers and Duties of the Disbursing Agent. Pursuant to the terms and provisions of the Plan, each respective Disbursing Agent shall be empowered and directed to (a) take all steps and execute all instruments and documents necessary to make Plan Distributions on account of Allowed Claims and Interests; (b) comply with the Plan and the obligations thereunder; (c) employ, retain, or replace professionals to represent it with respect to its responsibilities; (d) object to Claims and Interests as specified in the Plan, and prosecute such objections; (e) compromise and settle any issue or dispute regarding the amount, validity, priority, treatment, or Allowance of any Claim or Interest as provided in the Plan; (f) make annual and other periodic reports regarding the status of distributions under the Plan to the holders of Allowed Claims and Interests that are outstanding at such time, with such reports to be made available upon request to the holder of any Contested Claim or Interest; and (g) exercise such other powers as may be vested in the Disbursing Agent pursuant to the Plan, the Plan Documents or order of the Bankruptcy Court. Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

51 Limitation of Liability of Disbursing Agent. Except as otherwise provided in this Section 8.2, the Disbursing Agent, together with its officers, directors, employees, agents, and representatives, are exculpated pursuant to the Plan by all Persons, holders of Claims and all other parties in interest, from any and all Causes of Action arising out of the discharge of the powers and duties conferred upon the Disbursing Agent (and each of its respective paying agents), by the Plan, any Final Order of the Bankruptcy Court entered pursuant to or in the furtherance of the Plan, or applicable law, except solely for actions or omissions arising out of the Disbursing Agent's willful misconduct or gross negligence. No holder of a Claim or representative thereof, shall have or pursue any Cause of Action (a) against the Disbursing Agent or its respective officers, directors, employees, agents, and representatives for making Plan Distributions in accordance with the Plan; or (b) against any holder of a Claim for receiving or retaining Plan Distributions as provided for by the Plan. Nothing contained in this Section 8.2 shall preclude or impair any holder of an Allowed Claim from bringing an action in the Bankruptcy Court against the Disbursing Agent to compel the making of Plan Distributions contemplated by the Plan on account of such Claim. ARTICLE IX PLAN DISTRIBUTION PROVISIONS 9.1 Plan Distributions. The Disbursing Agent shall make all Plan Distributions in accordance with the terms of the Plan. In the event a Plan Distribution shall be payable on a day other than a Business Day, such Plan Distribution shall instead be paid on the immediately succeeding Business Day, but shall be deemed to have been made on the date otherwise due. For federal income tax purposes, except to the extent a Plan Distribution is made in connection with reinstatement of an obligation pursuant to section 1124 of the Bankruptcy Code, a Plan Distribution will be allocated first to the principal amount of a Claim and then, to the extent the Plan Distribution exceeds the principal amount of the Claim, to the portion of the Claim representing accrued but unpaid interest. 9.2 Address for Delivery of Plan Distributions/Unclaimed Plan Distributions. Subject to Bankruptcy Rule 9010, any Plan Distribution or delivery to a holder of an Allowed Claim shall be made at the address of such holder as set forth on the latest date of the following documents: (a) the Schedules; (b) the proof of Claim filed by such holder; (c) any notice of assignment filed with the Bankruptcy Court with respect to such Claim pursuant to Bankruptcy Rule 3001(e); and (d) any notice served on the Disbursing Agent by such holder giving details of a change of address. If any Plan Distribution is returned to the Disbursing Agent as undeliverable, no Plan Distributions shall be made to such holder unless the Disbursing Agent is notified of such holder's then current address within ninety (90) days after such Plan Distribution was returned. After such date, if such notice was not provided, a holder shall have forfeited its right to receive such Plan Distribution and the undeliverable distribution shall automatically revert without restriction to the Disbursing Agent for distribution or other application in accordance with the provision of the Plan. 9.3 Distribution Record Date Except as otherwise provided in a Final Order of the Bankruptcy Court, the transferees of any Claims that are transferred pursuant to Bankruptcy Rule 3001 on or prior to the Distribution Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

52 Record Date will be treated as the holders of such Claims for all purposes, notwithstanding that any period provided by Bankruptcy Rule 3001 for objecting to such transfer has not expired by the Distribution Record Date. The Disbursing Agent will have no obligation to recognize the transfer or sale of any Claim that occurs after 4:00 p.m. Pacific Time on the Distribution Record Date and will be entitled for all purposes herein to recognize and make distributions only to those holders who are holders of such Claims as of the close of business on the Distribution Record Date. 9.4 De Minimis Plan Distributions. No Plan Distribution of less than twenty-five dollars ($25.00) shall be made by the Disbursing Agent to the holder of any Claim unless a request therefor is made in writing to the Disbursing Agent within ninety (90) days of the Effective Date. Each Plan Distribution of less than twenty-five dollars ($25.00) as to which no request is made as provided in this Section 9.4 shall automatically revert without restriction to the Disbursing Agent on the ninety-first (91st) day after the Effective Date for distribution or other application in accordance with the terms of the Plan. 9.5 Time Bar to Cash Payments. Checks issued in respect of Allowed Claims shall be null and void if not negotiated within one hundred and eighty (180) days after the date of issuance thereof. Requests for reissuance of any voided check shall be made directly to the Disbursing Agent by the Person to whom such check was originally issued. Any claim in respect of such a voided check shall be made within thirty days (30) days after the date upon which such check was deemed void. If no request is made as provided in the preceding sentence, any claims in respect of such voided check shall be discharged and forever barred and such unclaimed Plan Distribution shall revert without restriction to the Disbursing Agent for distribution or other application in accordance with the terms of the Plan. 9.6 Manner of Payment Under the Plan. Unless the Person receiving a Plan Distribution agrees otherwise, any Plan Distribution to be made in Cash under the Plan shall be made, at the election of the Disbursing Agent, by check drawn on a domestic bank or by wire transfer from a domestic bank. Cash payments to foreign creditors may, in addition to the foregoing, be made at the option of the Disbursing Agent in such funds and by such means as are necessary or customary in a particular foreign jurisdiction. 9.7 Special Provisions Regarding Insured Claims. Distributions under the Plan to each holder of an Allowed Insured Claim shall be in accordance with the treatment provided under the Plan for the Class in which such Allowed Insured Claim is classified, but solely to the extent that such Allowed Insured Claim is not satisfied from proceeds payable to the holder thereof under any pertinent insurance policies and applicable law. Nothing in this Section 9.7 shall constitute a waiver of any Claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action or liabilities that any Person may hold against any other Person, including the Debtor's insurance carriers Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

53 ARTICLE X PROCEDURES FOR RESOLVING AND TREATING CONTESTED CLAIMS 10.1 Objection Deadline. Except as otherwise provided in this Plan, the Disbursing Agents shall file objections to Claims with the Bankruptcy Court not later than (a) the date that is one hundred and eighty (180) days after the Effective Date; or (b) such later date as may be established by order of the Bankruptcy Court upon motion of a Disbursing Agent, provided that the Disbursing Agents shall be permitted to allow Unsecured Claims prior to the Objection Deadline. The Disbursing Agents shall serve any objection to a Claim upon the holder of the Claim to which such Disbursing Agent objects. For the avoidance of doubt, the Unsecured Creditor Trustee shall have the sole and exclusive authority to object to Unsecured Claims, and the Reorganized Debtor shall have the sole and exclusive authority to object to all other Claims 10.2 Tort Claims. After the Effective Date, at the Unsecured Creditor Trustee s option, any unliquidated Tort Claim (as to which a proof of Claim was timely filed) not resolved through Final Order of the Bankruptcy Court or as agreed to by the holder of such unliquidated Tort Claim and the Unsecured Creditor Trustee, shall be (a) determined and liquidated in the administrative or judicial tribunal(s) in which it is pending on the Effective Date or, if no action was pending on the Effective Date, in any administrative or judicial tribunal of appropriate jurisdiction; (b) estimated, pursuant to section 502(c) of the Bankruptcy Code, in a proceeding before the United States District Court for the Northern District of California; or (c) resolved through an alternative dispute resolution program approved by the Bankruptcy Court after notice and a hearing. The Unsecured Creditor Trustee may exercise any of the above options by service upon the holder of the applicable Tort Claim of a notice informing the holder of such Tort Claim that the Unsecured Creditor Trustee has exercised such option. Upon the Unsecured Creditor Trustee s service of such notice, the injunction set forth in section 524 and the automatic stay imposed by operation of section 362 of the Bankruptcy Code, shall be deemed modified, without the necessity for further Bankruptcy Court approval, solely to the extent necessary to allow the parties to determine or liquidate the Tort Claim in the applicable administrative or judicial tribunal(s). Notwithstanding the foregoing, at all times prior to or after the Effective Date, the Bankruptcy Court shall retain jurisdiction relating to Tort Claims, including the Unsecured Creditor Trustee's rights to have such Claims determined and/or liquidated in the Bankruptcy Court (or the United States District Court having jurisdiction over the Chapter 11 Case) pursuant to section 157(b)(2)(B) of Title 28 of the United States Code, as may be applicable. Any Tort Claim determined and liquidated pursuant to a judgment obtained in accordance with this Section 10.2 and applicable nonbankruptcy law that is no longer appealable or subject to review shall be deemed an Allowed Claim, as applicable, in Class 5 in such liquidated amount, provided that only the amount of such Allowed Claim that is less than or equal to the Debtor's self-insured retention or deductible in connection with any applicable insurance policy and that cannot be satisfied from proceeds of insurance payable to the holder of such Allowed Claim under the Debtor's insurance policies shall be treated as an Allowed Claim for the purposes of distributions under the Plan. In the event a Tort Claim is determined and liquidated pursuant to a judgment or order that is obtained in accordance with this Section 10.2 and is no longer appealable or subject to review, and applicable non-bankruptcy law provides for no recovery against the Debtor, such Tort Claim shall be deemed expunged without the necessity for further Bankruptcy Court approval upon the Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

54 Unsecured Creditor Trustee's service of a copy of such judgment or order upon the holder of such Tort Claim. Nothing contained in this Section 10.2 shall constitute or be deemed a waiver of any Claim, right or Cause of Action that the Debtor or the Unsecured Creditor Trust may have against any Person in connection with or arising out of any Tort Claim, including but not limited to any rights under section 157(b)(5) of Title 28 of the United States Code. All Claims, demands, rights, defenses and Causes of Action that the Debtor or the Unsecured Creditor Trust may have against any Person in connection with or arising out of any Tort Claim are expressly retained and preserved Prosecution of Contested Claims. Subject to other provisions of the Plan governing authority and standing to object to Claims and Interests, the Disbursing Agent may object to the Allowance of Claims and Interests filed with the Bankruptcy Court with respect to which liability is disputed in whole or in part. All objections that are filed and prosecuted as provided herein shall be litigated to Final Order or compromised and settled in accordance with Section 10.5 of the Plan Authority to Amend Schedules. After the Effective Date, without approval of the Bankruptcy Court, (a) the Reorganized Debtor will have authority to amend the Schedules with respect to any Other Secured Claim, Tax Claim or Priority Claim and (b) the Unsecured Creditor Trustee will have the authority to amend the Schedules with respect to any Unsecured Claim. The Disbursing Agents will have authority to make distributions based on such amended Schedules without approval of the Bankruptcy Court. If any such amendment to the Schedules reduces the amount of a Claim or changes the nature or priority of a Claim, the holder of such Claim shall be provided with notice of such amendment and such holder shall have 21 days to file an objection to such amendment with the Bankruptcy Court. If no such objection is filed, the Disbursing Agents may proceed with distributions based on such amended Schedules without approval of the Bankruptcy Court Claims Settlement. Notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019, from and after the Effective Date, the Disbursing Agent shall have authority to settle or compromise all Claims and Causes of Action, subject to the other provisions of the Plan, without further review or approval of the Bankruptcy Court Entitlement to Plan Distributions upon Allowance. Notwithstanding any other provision of the Plan, no Plan Distribution shall be made with respect to any Claim to the extent it is a Contested Claim, unless and until such Contested Claim becomes an Allowed Claim. When a Claim that is not an Allowed Claim as of the Effective Date becomes an Allowed Claim (regardless of when), the holder of such Allowed Claim shall thereupon become entitled to receive the Plan Distributions in respect of such Claim, the same as though such Claim had been an Allowed Claim on the Effective Date. All Distributions to holders of Allowed Claims in Class 4 will receive their respective Distributions in accordance with the terms of the Unsecured Creditor Trust Declaration Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

55 ARTICLE XI CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE OCCURRENCE OF THE EFFECTIVE DATE 11.1 Conditions Precedent to Confirmation. The following are conditions precedent to confirmation of the Plan: (a) The Bankruptcy Court shall have entered an order or orders in form and substance satisfactory to the Debtor, the Exit Facility Lender, and the Prepetition Lender, confirming the Plan; and (b) The Unsecured Creditor Trust Declaration and all Plan and Confirmation Order provisions governing the Unsecured Creditor Trust Declaration are in a form and substance reasonably satisfactory to the Debtor and the Committee Conditions Precedent to the Effective Date. The following are conditions precedent to the Effective Date, the satisfaction of which shall be determined in the discretion of the Prepetition Lender and the Exit Facility Lender: (a) The Confirmation Order shall have been entered by the clerk of the Bankruptcy Court, in a form acceptable to the Debtor, the Prepetition Lender and the Exit Facility Lender, and the Confirmation Order shall be in full force and effect and not subject to any stay or injunction; (b) The provisions of the Confirmation Order governing the Unsecured Creditor Trust Declaration are in a form and substance reasonably satisfactory to the Debtor and the Committee; (c) All necessary consents, authorizations and approvals shall have been given for the transfers of property and the payments provided for or contemplated by the Plan, including satisfaction or waiver of all conditions to the obligations of the Debtor under the Plan and the Plan Documents; (d) The Exit Facility shall have been approved by the Exit Facility Lender and all conditions to the availability of the Exit Facility other than the occurrence of the Effective Date have been satisfied or waived in accordance with the terms of the Exit Facility Agreement; (e) The Plan Documents, in each case in a form and substance acceptable to the Debtor, the Prepetition Lender and the Exit Facility Lender, shall be executed by the relevant parties thereto; (f) All conditions to the effectiveness of the Unsecured Creditor Trust Declaration other than the occurrence of the Effective Date shall have been satisfied or waived; (g) The Debtor shall have sufficient funds or the ability to obtain sufficient funds to make all the payments required to be made under the Plan as of the Effective Date; and (h) All of the conditions in this Section 11.2(a) through (g) shall have occurred or otherwise be satisfied on or prior to December 31, 2015, unless otherwise agreed to by the Prepetition Lender and the Exit Facility Lender. 28 Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

56 Waiver of Conditions. The Debtor, with the consent of the Prepetition Lender and the Exit Facility Lender, may waive any one or more of the conditions set forth in Sections 11.1 or 11.2 in a writing executed by it without notice or order of the Bankruptcy Court and without notice to any parties in interest; provided that the conditions precedent set forth in Section 11.1(b) and Section 11.2(b) shall not be waived without the consent of the Committee Effect of Non-Occurrence of the Effective Date. If the Effective Date shall not occur on or prior to December 31, 2015, absent the written consent of the Prepetition Lender and the Exit Facility Lender, the Plan shall be null and void and nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims against the Debtor; (b) prejudice in any manner the rights of the Debtor, including any right to seek a further extension of the exclusivity periods under section 1121(d) of the Bankruptcy Code to the extent such rights have not otherwise been terminated; or (c) constitute an admission, acknowledgement, offer or undertaking by the Reorganized Debtor or any other party in interest. ARTICLE XII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 12.1 Assumption and Rejection of Executory Contracts and Unexpired Leases. Except as otherwise provided herein or in any contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan and as of the Effective Date, the Debtor will be deemed to have rejected each executory contract or unexpired lease to which the Debtor is a party, unless such executory contract or unexpired lease (i) was previously assumed or rejected; (ii) previously expired or terminated pursuant to its own terms; (iii) is the subject of a motion or notice to assume filed on or before the Confirmation Date; or (iv) is designated specifically, or by category, as an executory contract or unexpired lease on the Schedule of Assumed Contracts and Unexpired Leases. The Confirmation Order will constitute an order of the Bankruptcy Court under sections 365 and 1123(b) of the Bankruptcy Code approving the assumptions or assumptions and assignments or rejections described above, each as of the Effective Date. Unless otherwise indicated, all assumptions or rejections of executory contracts and unexpired leases in the Plan will be effective as of the Effective Date. Each executory contract and unexpired lease assumed or assumed and assigned pursuant to the Plan, or by Bankruptcy Court order, will vest in and be fully enforceable by the Reorganized Debtor or assignee in accordance with its terms (including all amendments, restatements, or similar items relating thereto), except as such terms may have been modified by order of the Bankruptcy Court. In addition, each executory contract or unexpired lease assumed under the Plan shall include any modifications, amendments, supplements or restatements to such contract or lease. Notwithstanding the foregoing paragraph or anything contrary in the Plan, the Debtor (with the consent of the Prepetition Lender and the Exit Facility Lender) reserves the right to alter, amend, modify, or supplement the Executory Contracts and Unexpired Leases identified for assumption in the Plan Supplement prior to the Effective Date. The Debtor shall send notice of any such amendment or alteration to affected counterparties Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

57 Cure of Defaults for Assumed Executory Contracts or Unexpired Leases. Any executory contracts or unexpired leases to be assumed (or assumed and assigned) pursuant to the Plan, or otherwise, that are, or may be, alleged to be in default, will be satisfied solely by payment of the Cure Claim or by an agreed-upon waiver or discharge of the Cure Claim on the Effective Date or as soon thereafter as practicable or on such other terms as the Debtor (with the consent of the Exit Facility Lenders) and the counterparties to each such executory contract or unexpired lease may otherwise agree. Pursuant to section 365(b)(2)(D) of the Bankruptcy Code, no Cure Claims shall be allowed for a penalty rate or other form of default rate of interest. In addition, no sections or provisions of any executory contract or unexpired lease that purport to provide for additional payments, penalties, charges, rent acceleration or other financial accommodations in favor of the non-debtor third party thereto shall have any force and effect with respect to the Chapter 11 Case or the transactions contemplated by the Plan, and such provisions constitute unenforceable anti-assignment provisions under section 365(f) of the Bankruptcy Code and are otherwise unenforceable under section 365(e) of the Bankruptcy Code and/or applicable case law. In the event of a dispute regarding: (i) the amount of any Cure Claim; (ii) the ability of the Reorganized Debtor to provide "adequate assurance of future performance" within the meaning of section 365(b) of the Bankruptcy Code (if applicable) under the executory contract or the unexpired lease to be assumed; or (iii) any other matter pertaining to assumption (or assumption and assignment), then such Cure Claim will be paid only following the entry of a Final Order resolving the dispute and approving the assumption (or assumption and assignment) of such executory contracts or unexpired leases or as may be agreed upon by the Debtor (or the Reorganized Debtor, as applicable) and the counterparty to such executory contract or unexpired lease. Prior to the Effective Date, the Debtor (with the consent of the Prepetition Lender and the Exit Facility Lender) or, after the Effective Date, the Reorganized Debtor may settle (with the consent of the Exit Facility Lender) any dispute regarding the amount of any Cure Claim without any further notice to any party or any action, order, or approval of the Bankruptcy Court. In addition, the Debtor (with the consent of the Prepetition Lender and the Exit Facility Lender) or, after the Effective Date, the Reorganized Debtor (with the consent of the Exit Facility Lender reserves the right at any time to reject any executory contract or unexpired lease which is subject to an assumption related dispute, or in which the Bankruptcy Court has entered an order resolving such dispute in a manner unsatisfactory to the Debtor, the Reorganized Debtor, the Prepetition Lender, or the Exit Facility Lender Claims Based on Rejection of Executory Contracts and Unexpired Leases. Unless otherwise provided by an order of the Bankruptcy Court, any proofs of Claim based on the rejection of the Debtor's executory contracts or unexpired leases pursuant to the Plan, must be submitted to the Debtor's solicitation agent, Prime Clerk, LLC, on or before the later of (i) 28 days after the effective date of rejection of such executory contract or unexpired lease and (ii) the Claims bar date established in the Chapter 11 Case. Any holder of a Claim arising from the rejection of an executory contract or unexpired lease for which a proof of Claims was not timely filed as set forth in the immediately preceding paragraph will not (i) be treated as a holder of a Claim hereunder or (ii) participate in any distribution in the Chapter 11 Case on account of such Claim, and such Claim will be deemed fully satisfied, released, settled, and compromised and be subject to the discharge permanent injunction set forth in Article XIV hereof. 28 Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

58 ARTICLE XIII RETENTION OF JURISDICTION 13.1 Scope of Retention of Jurisdiction. Pursuant to sections 105(a) and 1142 of the Bankruptcy Code, the Bankruptcy Court shall retain and shall have exclusive jurisdiction over any matter (a) arising under the Bankruptcy Code; or (b) arising in or related to the Chapter 11 Case or the Plan, including the following: (i) To hear and determine any and all motions or applications pending on the Confirmation Date or thereafter brought in accordance with Article XII hereof for the assumption, assumption and assignment or rejection of executory contracts or unexpired leases to which the Debtor is a party or with respect to which the Debtor may be liable, and to hear and determine any and all Claims and any related disputes (including the exercise or enforcement of setoff or recoupment rights, or rights against any third party or the property of any third party resulting therefrom or from the expiration, termination or liquidation of any executory contract or unexpired lease); (ii) To determine any and all adversary proceedings, applications, motions, and contested or litigated matters that may be pending on the Effective Date or that, pursuant to the Plan, may be instituted by the Disbursing Agent, the Unsecured Creditor Trustee or the Reorganized Debtor, as applicable, after the Effective Date; (iii) To hear and determine any objections to the Allowance of Claims, whether filed, asserted, or made before or after the Effective Date, including to hear and determine any objections to the classification of any Claim and to allow, disallow or estimate any Contested Claim in whole or in part; (iv) To issue such orders in aid of execution of the Plan to the extent authorized or contemplated by section 1142 of the Bankruptcy Code; (v) To consider any modifications of the Plan, remedy any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including the Confirmation Order; (vi) To hear and determine all Fee Applications and applications for allowances of compensation and reimbursement of any other fees and expenses authorized to be paid or reimbursed under the Plan or the Bankruptcy Code; (vii) To hear and determine all controversies, suits, and disputes that may relate to, impact upon, or arise in connection with the Chapter 11 Case, the Plan, the Plan Documents or their interpretation, implementation, enforcement, or consummation, including any disputes that may arise under Article VII of the Plan; (viii) To hear and determine all controversies, suits, and disputes that may relate to, impact upon, or arise in connection with the Confirmation Order (and all exhibits to the Plan) or its interpretation, implementation, enforcement, or consummation; (ix) To the extent that Bankruptcy Court approval is required, to consider and act on the compromise and settlement of any Claim or Cause of Action by, on behalf of, or against the Estate; 28 Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

59 (x) To determine such other matters that may be set forth in the Plan, or the Confirmation Order, or that may arise in connection with the Plan, or the Confirmation Order; (xi) To hear and determine matters concerning state, local, or federal taxes, fines, or penalties, or additions to taxes or other obligations for which the Debtor, the Reorganized Debtor, the Unsecured Creditor Trustee, or the Disbursing Agent may be liable, directly or indirectly, in accordance with sections 346, 505, and 1146 of the Bankruptcy Code; (xii) To hear and determine all controversies, suits, and disputes that may relate to, impact upon, or arise in connection with any setoff and/or recoupment rights of the Debtor or any Person under the Plan; (xiii) To hear and determine all controversies, suits, and disputes that may relate to, impact upon, or arise in connection with Causes of Action of the Debtor (including Avoidance Actions and Transferred Causes of Action) commenced by the Debtor, the Unsecured Creditor Trustee, or the Disbursing Agent, or any third parties, as applicable, before or after the Effective Date; 11 (xiv) To enter an order or final decree closing the Chapter 11 Case; (xv) To issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any Person with consummation, implementation or enforcement of the Plan or the Confirmation Order; and (xvi) To hear and determine any other matters related hereto and not inconsistent with chapter 11 of the Bankruptcy Code Failure of the Bankruptcy Court to Exercise Jurisdiction. If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising in, arising under, or related to the Chapter 11 Case, including the matters set forth in Section 13.1 of the Plan, the provisions of this Article XIII shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having jurisdiction with respect to such matter. ARTICLE XIV SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS 14.1 Satisfaction of Claims. The rights afforded in the Plan and the treatment of all Claims herein shall be in exchange for and in complete satisfaction, discharge, and release of all Claims of any nature whatsoever against the Debtor, the Estate or any of their respective Assets, and, on the Effective Date, all Claims against the Debtor and the Estate shall be satisfied, discharged and released in full. All Persons shall be precluded and forever barred from asserting against the Reorganized Debtor, the Debtor, the Estate and any of their Assets any Claims or Causes of Action arising from any event, occurrence, condition, thing, act, omission, transaction, or other activity of any kind or nature that occurred or came into existence prior to the Effective Date, whether or not the facts of or legal bases therefor were known or existed prior to the Effective Date. Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

60 Release of Liens. Except as set forth in any contract, instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, Liens against any property of the Estate shall be fully released and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtor and their successors and assigns Exculpation. From and after the Effective Date, the Exculpated Parties will neither have nor incur any liability to any Person, and no holder of a Claim or Interest, no other party in interest and none of their respective Representatives, shall have any right of action against any Exculpated Party, for any act taken or omitted to be taken in connection with, related to, arising out of the Chapter 11 Case, or the consideration, formulation, preparation, dissemination, implementation, confirmation or consummation of the Chapter 11 Case, any document or agreement related thereto, the Plan, the exhibits to the Plan, the Disclosure Statement, any transaction proposed in connection with the Chapter 11 Case, or any contract, instrument, release or other agreement or document created or entered into or any other act taken or omitted to be taken, in connection therewith; provided, however, that the foregoing provisions will have no effect on: (a) the liability of any Person that would otherwise result from the failure to perform or pay any obligation or liability under the Plan or any contract, instrument, release or other agreement or document to be entered into or delivered in connection with the Plan or (b) the liability of any Person that would otherwise result from any such act or omission to the extent that such act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct Discharge of Claims and Termination of Interests. Pursuant to section 1141(d) of the Bankruptcy Code, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever, including any interest accrued from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and interests in, the Debtor or any of its assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any contingent or non-contingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring Release by Debtor. As of the Effective Date, for good and valuable consideration, the Debtor and the Reorganized Debtor, on behalf of themselves and their Affiliates, the Estate and their respective successors, assigns and any and all entities who may purport to claim by, through, for or because of them will forever release, waive and discharge all Claims that they have, or had against any Released Party except with respect to any obligations arising under or in connection with the Plan, including in connection with any agreement, Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

61 document, or contract entered into or delivered in connection with the Plan, or any amounts owed to the Debtor by any Affiliate or Debtor Representative; provided that the foregoing provisions will have no effect on the liability of any Person that would otherwise result from any act or omission since the Petition Date to the extent that such act or omission is determined in a Final Order to have constituted willful misconduct Plan Injunction On the Effective Date, all Persons who have been, are, or may be holders of Claims against or Interests in the Debtor shall be permanently enjoined from taking any of the following actions against or affecting the Reorganized Debtor, the Debtor, the Estate, the Assets, the Disbursing Agent, the Unsecured Creditor Trust, or any of their respective current or former members, directors, managers, officers, employees, agents, trustees, professionals or successors and assigns or their respective assets and property with respect to such Claims or Interests (other than actions brought to enforce any rights or obligations under the Plan): (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind (including all suits, actions, and proceedings that are pending as of the Effective Date, which must be withdrawn or dismissed with prejudice); (ii) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means, whether directly or indirectly, any judgment, award, decree or order; (iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any encumbrance; and (iv) asserting any setoff, right of subrogation or recoupment of any kind; provided, that any defenses, offsets or counterclaims which the Debtor may have or assert in respect of the above referenced Claims are fully preserved in accordance with Section In addition, the Confirmation Order will enjoin permanently the commencement or prosecution by any Person, whether directly, derivatively or otherwise, of any Claims released pursuant to the Plan. ARTICLE XV MISCELLANEOUS PROVISIONS 15.1 Payment of Statutory Fees. All fees payable pursuant to 28 U.S.C shall be paid in Cash equal to the amount of such Administrative Claim when due or no later than the Effective Date. Post-confirmation fees and reports shall be paid and filed as required by 28 U.S.C until the Chapter 11 Case is closed, converted, or dismissed Dissolution of Creditors' Committee On the Effective Date, the Committee shall dissolve, and the members thereof shall be released and discharged from all duties and obligations arising from or related to their membership, provided, however, that (1) the Committee shall continue in existence and its Professionals shall continue to be retained with respect to any applications for allowance of compensation and reimbursement of expenses pending on the Effective Date or filed and served Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

62 after the Effective Date pursuant to the terms of the Plan and (2) the Unsecured Creditor Trust shall be deemed the successor to the Committee with respect to any motions seeking to enforce the Plan and the transactions contemplated hereunder or the Confirmation Order and any pending appeals and related proceedings. The Professionals retained by the Committee and the respective members thereof shall not be entitled to assert any Fee Claims for any services rendered or expenses incurred on behalf of the Committee after the Effective Date, except for fees for time spent and expenses incurred in connection with any applications for allowance of compensation and reimbursement of expenses pending on the Effective Date or filed and served after the Effective Date pursuant to the terms of the Plan Notices. Any notices, requests, and demands required or permitted to be provided under the Plan, in order to be effective, shall be in writing (including, without express or implied limitation, by facsimile transmission), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: If to the Debtor: NewZoom, Inc. Attn: Jack Lawrence (jack.lawrence@zoomsystems.com) 22 Fourth Street, 16th Floor San Francisco, CA With a copy to: Pachulski Stang Ziehl & Jones LLP Attn: John Fiero (jfiero@pszjlaw.com) 150 California Street, 15th Floor San Francisco, CA If to the Prepetition Agent or the DIP Agent: Wells Fargo Bank, N.A. Attn: CMES NewZoom, Inc. (julius.r.zamora@wellsfargo.com) 150 East 42nd Street, 40th Floor New York, NY With a copy to: MIHI LLC c/o Macquarie Capital (USA) Inc. Attn: Jared Doskow (jared.doskow@macquarie.com) 125 West 55th Street New York, NY and Jones Day Attn: Brad B. Erens (bberens@jonesday.com) Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

63 West Wacker Drive, 35th Floor Chicago, IL If to the Committee: Sheppard, Mullin, Richter & Hampton LLP Attn: Ori Katz (okatz@sheppardmullin.com) Four Embarcadero Center, 17th Floor San Francisco, CA If to the Unsecured Creditor Trustee: Randy Sugarman 500 Sansome Street, Suite 600 San Francisco, CA Phone: Cell: Fax: rsugarman@sugarman-company.com With a copy to: Sheppard, Mullin, Richter & Hampton LLP Attn: Ori Katz (okatz@sheppardmullin.com) Four Embarcadero Center, 17th Floor If to the ZoomSystems Japan Trust: Andew Hinkelman FTI Consulting One Front Street, 16 th Fl. San Francisco, CA Headings. The headings used in the Plan are inserted for convenience only, and neither constitute a portion of the Plan nor in any manner affect the construction of the provisions of the Plan Governing Law. Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and the Bankruptcy Rules), the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, shall govern the construction of the Plan and any agreements, documents, and instruments executed in connection with the Plan, except as otherwise expressly provided in such instruments, agreements or documents Expedited Determination. The Reorganized Debtor is hereby authorized to file a request for expedited determination under section 505(b) of the Bankruptcy Code for all tax returns filed with respect to the Debtor Exemption from Transfer Taxes. Pursuant to section 1146 of the Bankruptcy Code, the issuance, transfer, or exchange of notes or equity securities under the Plan, the creation of any mortgage, deed of trust, Lien, pledge Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

64 or other security interest, the making or assignment of any lease or sublease, or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax Notice of Entry of Confirmation Order and Relevant Dates. Promptly upon the Effective Date, the Debtor shall publish as directed by the Bankruptcy Court and serve on all known parties in interest and holders of Claims and Interests, the Notice of Effective Date and all relevant deadlines and dates under the Plan, including, but not limited to, the deadline for filing notice of Administrative Claims and the deadline for filing rejection damage Claims Interest and Attorneys' Fees. Interest accrued after the Petition Date will accrue and be paid on Claims only to the extent specifically provided for in this Plan, the Confirmation Order or as otherwise required by the Bankruptcy Court or by applicable law. No award or reimbursement of attorneys' fees or related expenses or disbursements shall be allowed on, or in connection with, any Claim, except as set forth in the Plan or as ordered by the Bankruptcy Court Modification of the Plan. As provided in section 1127 of the Bankruptcy Code, modification of the Plan may be proposed in writing by the Debtor, with the consent of the Prepetition Lender and the Exit Facility Lender, at any time before confirmation, provided that the Plan, as modified, meets the requirements of sections 1122 and 1123 of the Bankruptcy Code, and the Debtor shall have complied with section 1125 of the Bankruptcy Code. The Debtor, with the consent of the Prepetition Lender and the Exit Facility Lender, may modify the Plan at any time after confirmation and before substantial consummation, provided that the Plan, as modified, meets the requirements of sections 1122 and 1123 of the Bankruptcy Code and the Bankruptcy Court, after notice and a hearing, confirms the Plan as modified, under section 1129 of the Bankruptcy Code, and the circumstances warrant such modifications. A holder of a Claim that has accepted the Plan shall be deemed to have accepted such Plan as modified if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim of such holder Setoff Rights. In the event that the Debtor has a Claim of any nature whatsoever against the holder of an Administrative Claim, Tax Claim, Priority Claim, Other Secured Claim, or Unsecured Claim, in each case against the Debtor accruing prior to the Effective Date, then the Disbursing Agent may, but is not required to, set off against the Claim (and any payments or other Plan Distributions to be made in respect of such Claim hereunder) against the Debtor's claim against such holder, subject to the provisions of sections 553, 556 and 560 of the Bankruptcy Code; provided, however, the set off against Tax Claims shall be permitted only to the extent permitted under applicable non-bankruptcy law. Neither the failure to set off nor the Allowance of any Claim under the Plan shall constitute a waiver or release of any Claims that the Debtor may have against the holder of any Claim Compliance with Tax Requirements. In connection with the Plan, the Debtor, the Disbursing Agent, and the Unsecured Creditor Trustee, as applicable, shall comply with all withholding and reporting requirements Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

65 imposed by federal, state, local, and foreign taxing authorities and all Plan Distributions hereunder shall be subject to such withholding and reporting requirements. Notwithstanding the above, each holder of an Allowed Claim that is to receive a Plan Distribution shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any government unit, including income, withholding and other tax obligations, on account of such Plan Distribution. The Disbursing Agent has the right, but not the obligation, to not make a Plan Distribution until such holder has made arrangements satisfactory to the Disbursing Agent for payment of any such tax obligations Binding Effect. The Plan shall be binding upon the Debtor, the holders of all Claims and all parties in interest and their respective successors and assigns. To the extent any provision of the Disclosure Statement or any other solicitation document may be inconsistent with the terms of the Plan, the terms of the Plan shall be binding and conclusive Severability. IN THE EVENT THE BANKRUPTCY COURT DETERMINES THAT ANY PROVISION OF THE PLAN IS UNENFORCEABLE EITHER ON ITS FACE OR AS APPLIED TO ANY CLAIM OR TRANSACTION, THE DEBTOR MAY MODIFY THE PLAN IN ACCORDANCE WITH SECTION SO THAT SUCH PROVISION SHALL NOT BE APPLICABLE TO THE HOLDER OF ANY SUCH CLAIM OR TRANSACTION. SUCH A DETERMINATION OF UNENFORCEABILITY SHALL NOT (A) LIMIT OR AFFECT THE ENFORCEABILITY AND OPERATIVE EFFECT OF ANY OTHER PROVISION OF THE PLAN; OR (B) REQUIRE THE RESOLICITATION OF ANY ACCEPTANCE OR REJECTION OF THE PLAN No Admissions. AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER CAUSES OF ACTION OR THREATENED CAUSES OF ACTIONS, THIS PLAN SHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, STIPULATION, OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. THIS PLAN SHALL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES, AND OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS AGAINST THE DEBTOR AND DEBTOR IN POSSESSION IN THE CHAPTER 11 CASE. [Signature Page to Follow] Case: Doc# Filed: 11/30/15 12/11/ Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

66 1 2 Dated: November 30, 2015 Respectfully submitted, NEWZOOM, INC By: /s/ John A. Lawrence Name: John A. Lawrence Title: President Case: Doc# Filed: 11/30/15 12/11/15 Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

67 EXHIBIT A GLOSSARY OF DEFINED TERMS Order means that order of the Bankruptcy Court approving a settlement pursuant to Bankruptcy Rule 9019 between the Debtor, the Committee, and the DIP Lender in connection with the DIP Facility [Docket No. 183]. 2. "Administrative Claim" means a Claim incurred by the Debtor (or its Estate) after the Petition Date and before the Effective Date for a cost or expense of administration in the Chapter 11 Case entitled to priority under sections 503(b) and 507(a)(1) of the Bankruptcy Code, including Fee Claims and the DIP Facility Claims. 3. "Affiliate" means, with respect to any Person, all Persons that would fall within the definition assigned to such term in section 101(2) of the Bankruptcy Code, if such Person was a debtor in a case under the Bankruptcy Code. 4. "Allowance" means the process by which a Claim may become Allowed. 5. "Allowed," when used (a) (b) with respect to any Claim, except for a Claim that is an Administrative Claim, means such Claim to the extent it is not a Contested Claim or a Disallowed Claim; and with respect to an Administrative Claim, means such Administrative Claim to the extent it has become fixed in amount and priority pursuant to the procedures set forth in the Plan. 6. "Assets" means all of the Debtor s right, title and interest of any nature in property of any kind, wherever located, as specified in section 541 of the Bankruptcy Code, which does not include the ZoomSystems Japan Common Interests. 7. "Avoidance Actions" means all Causes of Action of the Estate that arise under chapter 5 of the Bankruptcy Code. 8. "Bankruptcy Code" means title 11 of the United States Code, 11 U.S.C. 101 et seq., as applicable to the Chapter 11 Case. 9. "Bankruptcy Court" means the United States Bankruptcy Court for the Northern District of California, San Francisco Division, or such other court having jurisdiction over the Chapter 11 Case. 10. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure, as prescribed by the United States Supreme Court pursuant to section 2075 of title 28 of the United States Code and as applicable to the Chapter 11 Case. 11. "Bar Date" means the applicable bar date by which a proof of Claim or request for payment of Administrative Claim must be or must have been filed, as established by an order of the Bankruptcy Court, including the Confirmation Order. 12. "Business Day" means any day other than a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close for business in San Francisco, California. 13. "Cash" means legal tender of the United States of America. NAI v3 A-1 Case: Doc# Filed: 11/30/15 12/11/15 Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

68 "Causes of Action" means all claims, rights, actions, causes of action, liabilities, obligations, suits, debts, remedies, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages or judgments, whether known or unknown, liquidated or unliquidated, fixed or contingent, matured or unmatured, foreseen or unforeseen, asserted or unasserted, arising in law, equity or otherwise. For the avoidance of doubt, Avoidance Actions constitute Causes of Action. 15. "Chapter 11 Case" means the chapter 11 case of the Debtor before the Bankruptcy Court under case HB. 16. "Claim" means (a) any right to payment, whether or not such right is known or unknown, reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is known or unknown, reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. For avoidance of doubt, "Claim" includes a right to payment, or equitable relief that gives rise to a right to payment, that has or has not accrued under non-bankruptcy law that is created by one or more acts or omissions of the Debtor if: (a) the act(s) or omission(s) occurred before or at the time of the Effective Date; (b) the act(s) or omission(s) may be sufficient to establish liability when injuries and/or damages are manifested; or (c) at the time of or prior to the Effective Date, the Debtor has received one or more demands for payment for injuries or damages arising from such acts or omissions. 17. "Committee" means the Official Committee of Unsecured Creditors appointed in the Chapter 11 Case. 18. "Committee Fees" means the fees and expenses allowed by the Bankruptcy Court pursuant to 11 U.S.C. 330(a) of the Committee's professionals and members. 19. "Committee Fees Cap" means $200, "Common Interests" means the common stock and common stock warrants issued by NewZoom, Inc., and any other rights to acquire common stock in the Debtor. 21. "Confirmation Date" means the date of entry of the Confirmation Order. 22. "Confirmation Hearing" means the hearing before the Bankruptcy Court to consider confirmation of the Plan. 23. "Confirmation Order" means the order entered by the Bankruptcy Court confirming the Plan, as amended or modified pursuant to the terms of the Plan or the Confirmation Order. 24. "Contested" when used with respect to a Claim, means such Claim (a) to the extent it is listed in the Schedules as disputed, contingent, or unliquidated, in whole or in part, and as to which no proof of claim has been filed; (b) if it is listed in the Schedules as undisputed, liquidated, and not contingent and as to which a proof of claim has been filed with the Bankruptcy Court, to the extent (i) the proof of claim amount exceeds the amount indicated in the Schedules; or (ii) the proof of claim priority differs from the priority set forth in the Schedules, in each case as to which an objection was filed on or before the Objection Deadline, unless and to the extent allowed in amount and/or priority by a Final Order of the Bankruptcy Court; (c) if it is not listed in the Schedules or was listed in the Schedules as disputed, contingent or unliquidated, in whole or in part, but as to which a proof of claim has been filed with the Bankruptcy Court, in each case as to which an objection was filed on or before the Objection Deadline, unless and to the extent allowed in amount and/or priority by a Final Order of the Bankruptcy Court; or (d) as to which an objection has been filed on or before the Effective Date; provided, that a Claim that is Case: Doc# Filed: 11/30/15 12/11/15 A-2 Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

69 fixed in amount and priority pursuant to the Plan or by Final Order on or before the Effective Date shall not be a Contested Claim. 25. "Cure Claims" means the amount under each executory contract and unexpired lease to be assumed under this Plan that must be paid pursuant to section 365(b)(1) of the Bankruptcy Code. 26. "Debtor" means NewZoom, Inc. 27. "Debtor in Possession" means the Debtor, in its capacity as debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 28. "DIP Agent" means Wells Fargo in its capacity as Administrative Agent under the DIP Credit Agreement. 29. "DIP Credit Agreement" means the Debtor-In-Possession Credit Agreement by and among the Debtor, the DIP Agent, and the DIP Lender, as from time to time amended. 30. "DIP Facility" means the credit facility established pursuant to the terms of the DIP Credit Agreement. 31. "DIP Facility Claims" means the claims of the DIP Agent and the DIP Lender against the Debtor arising under or otherwise in respect of the DIP Facility. 32. "DIP Lender" means MIHI LLC in its capacity as Lender under the DIP Credit Agreement and any other Person or entity that becomes party to the DIP Credit Agreement as a Lender thereunder. 33. "DIP Liens" means the Liens securing the Debtor's obligations in respect of the DIP Facility. 34. "Disallowed" when used with respect to a Claim, means a Claim, or such portion of a Claim, that has been disallowed by a Final Order. 35. "Distribution Record Date" means the close of business on the Confirmation Date. 36. "Disbursing Agent" means, (i) with respect to Unsecured Claims and Unsecured Creditor Trust Beneficial Interests, the Unsecured Creditor Trustee; and (ii) with respect to all other Claims, the Reorganized Debtor or its agent. 37. "Disclosure Statement" means the disclosure statement filed with respect to the Plan, as it may be amended, supplemented, or otherwise modified from time to time, and the exhibits and schedules thereto. 38. "Effective Date" means a date selected by the Debtor, with the consent of the DIP Facility Lender and the Exit Facility Lender, which shall be a Business Day that is no later than five (5) Business Days after all of the conditions specified in Section 11.2 have been satisfied or waived (to the extent waivable). 39. "Estate" means the estate of the Debtor created by section 541 of the Bankruptcy Code upon the commencement of the Chapter 11 Case. 40. "Exculpated Parties" means, collectively and individually, the Released Parties, the Debtor and Reorganized Debtor, and any Disbursing Agent (solely in such capacity). 28 Case: Doc# Filed: 11/30/15 12/11/15 A-3 Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

70 "Executory Contract or Unexpired Lease" means a prepetition contract or lease to which the Debtor is a party that is subject to assumption, assumption and assignment or rejection under section 365 of the Bankruptcy Code and includes any modifications, amendments, addenda or supplements thereto or restatements thereof. 42. "Exit Facility" means the facility established pursuant to the terms of the Exit Facility Agreement. 43. "Exit Facility Claims" means all claims of the Exit Facility Lender against the Reorganized Debtor arising in respect of the Exit Facility Documents. 44. "Exit Facility Collateral" means all of the assets of the Reorganized Debtor. 45. "Exit Facility Agreement" means the agreement establishing the Exit Facility. 46. "Exit Facility Lenders" means the lenders from time to time party to the Exit Facility Agreement and any other Person that becomes a party to the Exit Facility Agreement as a Lender thereunder. 47. "Exit Facility Lien" means a first priority, exclusive, fully enforceable and perfected Lien in and to the Exit Facility Collateral that may be granted by the Reorganized Debtor to the Exit Facility Lender in connection with the Exit Facility. 48. "Exit Facility Loan Documents" means the Exit Facility Agreement and any security agreements, financing statements, mortgages, deeds of trust and other instruments and documents executed in connection with the Exit Facility Agreement. 49. "Fee Application" means an application of a Professional Person for Allowance of a Fee Claim. 50. "Fee Claim" means a Claim of a Professional Person. 51. "Final Order" means (a) an order or judgment of the Bankruptcy Court or any other court or adjudicative body as to which the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for reargument or rehearing shall then be pending; or (b) in the event that an appeal, writ of certiorari, reargument, or rehearing thereof has been sought, such order of the Bankruptcy Court or any other court or adjudicative body shall have been affirmed by the highest court to which such order was appealed, or certiorari has been denied, or from which reargument or rehearing was sought, and the time to take any further appeal, petition for certiorari or move for reargument or rehearing shall have expired; provided, that no order shall fail to be a Final Order solely because of the possibility that a motion pursuant to section 502(j) of the Bankruptcy Code, Rule 59 or Rule 60 of the Federal Rules of Civil Procedure or Bankruptcy Rule 9024 may be filed with respect to such order. 52. "GUC Initial Distribution Amount" means $400,000 plus the amount by which the Committee Fees are less than the Committee Fees Cap. 53. "GUC Contingent Distribution Amount" such potential additional consideration to be provided to the Unsecured Creditor Trust as set forth in Section 7.10 of the Plan. 54. "Glossary of Defined Terms" means this Exhibit A to the Plan. 28 Case: Doc# Filed: 11/30/15 12/11/15 A-4 Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

71 "Insured Claim" means that portion of any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtor or its business. 56. "Intercompany Claim" means, any Claim against the Debtor held by an Affiliate of the Debtor that is controlled by the Debtor. 57. "Lien" means a lien as defined in section 101(37) of the Bankruptcy Code. 58. "Interest" means the common stock, limited liability company interests, and any other equity, ownership, or profits interests in the Debtor and options, warrants, rights, or other securities or agreements to acquire common stock, limited liability company interests, or other equity, ownership, or profits or interests in the Debtor (whether or not arising under, or in connection with any employment agreement), including any claim against the Debtor subject to subordination pursuant to section 510(b) of the Bankruptcy Code arising from, or related to, any of the foregoing. 59. "Notice of Effective Date" means the notice of entry of the Confirmation Order and the occurrence fo the Effective Date to be filed with the Bankruptcy Court and mailed to holders of Claims by the claims, noticing, and balloting agent appointed in the Chapter 11 Case pursuant to section 156(c) of title 28 of the United States Code. 60. "Objection Deadline" means the deadline for filing objections to Claims as set forth in Section 10.1 of the Plan. 61. "Other Secured Claim" means (a) a Claim other than a DIP Facility Claim and a Prepetition Facility Claim secured by a Lien on any Assets, which Lien is valid, perfected, and enforceable under applicable law and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, and which is duly established in the Chapter 11 Case, but only to the extent of the value of the holder's interest in the collateral that secures payment of the Claim; (b) a Claim against the Debtor that is subject to a valid right of recoupment or setoff under section 553 of the Bankruptcy Code, but only to the extent of the Allowed amount subject to recoupment or setoff as provided in section 506(a) of the Bankruptcy Code; and (c) a Claim deemed or treated under the Plan as a secured claim; provided, however, that, to the extent that the value of such interest is less than the amount of the Claim which has the benefit of such security, the unsecured portion of such Claim shall be treated as an Unsecured Claim. 62. "Person" means an individual, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated association, unincorporated organization, governmental entity, or political subdivision thereof, or any other entity. 63. "Petition Date" means September 10, "Plan" means this chapter 11 plan, either in its present form or as it may be amended, supplemented, or otherwise modified from time to time, and the exhibits and schedules hereto, as the same may be in effect at the time such reference becomes operative. 65. "Plan Distribution" means the payment or distribution under the Plan of Cash, Assets, securities or instruments evidencing an obligation under the Plan to the holder of an Allowed Claim. 66. "Plan Distribution Date" means (a) with respect each Claim that is an Allowed Claim on the Effective Date, a date that is as soon as reasonably practicable after the Effective Date, except with respect to DIP Facility Claims, as to which "Plan Distribution Date" means the Effective Case: Doc# Filed: 11/30/15 12/11/15 A-5 Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

72 Date; and (b) with respect to each claim that is not Allowed on the Effective Date, a date that is as soon as reasonably practicable after the date that such Claim is Allowed. 67. "Plan Documents" means the forms of documents that aid in effectuating the Plan (each of which must be in a form satisfactory to the Prepetition Lender and the Exit Facility Lender) as specifically identified as such herein and filed with the Bankruptcy Court as specified in Section 1.5 of the Plan, including, without limitation, the Plan Supplement and all exhibits to the Plan and Disclosure Statement. 68. "Plan Supplement" means the compilation of documents, schedules and exhibits (each of which must be in a form acceptable to the Prepetition Lender and the Exit Facility Lender) to be Filed no later than 14 days prior to the Voting Deadline, as each may thereafter be altered, amended, modified or supplemented in accordance with the terms hereof and in accordance with the Bankruptcy Code and Bankruptcy Rules. 69. "Preferred Interests" means the Series A preferred stock, Series B preferred stock and Series B Warrants, Series C preferred stock and Series C Warrants, Series D preferred stock and Series D Warrants, Series E preferred stock and Series E Warrants, and Series F preferred stock, each issued by NewZoom, Inc., any other preferred stock or rights to acquire preferred stock in the Debtor. 70. "Prepetition Agent" means Wells Fargo in its capacity as Administrative Agent under the Prepetition Credit Agreement. 71. "Prepetition Credit Agreement" means that certain Note Purchase Agreement by and among the Prepetition Agent, the Prepetition Lender, and the Debtor dated as of May 26, 2011, as amended, restated, supplemented and/or otherwise modified from time to time. 72. "Prepetition Facility" means the credit facility established pursuant to the terms of the Prepetition Credit Agreement. 73. "Prepetition Facility Claims" means all claims of the Prepetition Lender against the Debtor arising in respect of the Prepetition Loan Documents. 74. "Prepetition Facility Collateral" means the property subject to the Prepetition Facility Liens. 75. "Prepetition Facility Liens" means those liens granted pursuant to the Prepetition Security Documents. 76. "Prepetition Lender" means MIHI LLC in its capacity as Lender under the Prepetition Credit Agreement. 77. "Prepetition Loan Documents" means, in each case as amended and/or restated from time to time, the Prepetition Credit Agreement and all other definitive agreements, certificates, documents, instruments and writings at any time delivered in connection therewith, including the Prepetition Security Documents. 78. "Prepetition Security Agreement" means that certain Security Agreement by and among the Debtor and the Prepetition Agent dated as of May 26, 2011, as amended, restated, supplemented and/or otherwise modified from time to time. 79. "Prepetition Security Documents" means the Prepetition Security Agreement and all other documents granting a Lien or otherwise relating to a Lien in property of the Debtor in favor of the Prepetition Agent. Case: Doc# Filed: 11/30/15 12/11/15 A-6 Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

73 "Priority Claim" means any Claim to the extent such Claim is entitled to priority in right of payment under section 507(a) of the Bankruptcy Code, other than Other Secured Claims, Administrative Claims, and Tax Claims. 81. "Pro Rata Share" means, with respect to each Claim within a class, the share of the property (such as the Unsecured Creditor Trust Interests) available for distribution on account of Claims within the class that is proportionate to the Allowed amount of the Claim relative to the aggregate dollar amount of Claims which may become Allowed within the class. 82. "Professional Fee Order" means any order entered by the Bankruptcy Court regarding the approval of professional fees or the procedures relating thereto. 83. "Professional Person" means a Person retained or to be compensated for services rendered or costs incurred after the Petition Date and on or prior to the Effective Date pursuant to sections 327, 328, 329, 330, 331, 503(b), or 1103 of the Bankruptcy Code in the Chapter 11 Case. 84. "Released Causes of Action" means the Causes of Action released pursuant to Section 14.5 of the Plan. 85. "Released Parties" means, individually and collectively, the Debtor's Representatives, the Committee and its current and former members (solely in their capacity as such), the Prepetition Agent, the Prepetition Lender, the DIP Agent, the DIP Lender, the Exit Facility Lender, and the Representatives of each of the foregoing (solely in their capacities as such). 86. "Reorganized," when describing the Debtor, means such Debtor or any successors thereto, by merger, consolidation, or otherwise, on or after the Effective Date. 87. "Reorganized Debtor Operating Agreements" means the certificate of incorporation, bylaws, and related agreement governing the Reorganized Debtor, which shall be in form and substance satisfactory to the Exit Facility Lender and the Prepetition Lender, and which shall be filed as part of the Plan Supplement. 88. "Representatives" means, with respect to any Person, any officer, manager, affiliate, subsidiary, attorney, advisor, investment banker, financial advisor, accountant or other professional of such Person, in each case in such capacity, serving on or after the Petition Date. 89. "Schedule of Assumed Executory Contracts and Unexpired Leases" means the schedule (which must be in a form acceptable to the Prepetition Lender and the Exit Facility Lender) to be filed by the Debtor with the Bankruptcy Court as part of the Disclosure Statement or the Plan Supplement (i) identifying each contract and lease the Debtor seeks to assume pursuant to Section 12.1 of the Plan; and (ii) the Debtor's proposed cure amount in respect of each contract and lease identified in such schedule, if any. 90. "Schedules" means the schedules of assets and liabilities and list of equity interests and the statements of financial affairs filed by the Debtor with the Bankruptcy Court, as required by section 521 of the Bankruptcy Code and in conformity with the Official Bankruptcy Forms of the Bankruptcy Rules, as such schedules and statements have been or may be amended or supplemented by the Debtor in Possession from time to time in accordance with Bankruptcy Rule "Tax Claim" means a Claim against the Debtor that is of a kind specified in section 507(a)(8) of the Bankruptcy Code. 92. "Tort Claim" means any Claim that has not been settled, compromised or otherwise resolved that: (a) is a tort or other similar Claim and/or arises out of allegations of personal injury, Case: Doc# Filed: 11/30/15 12/11/15 A-7 Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

74 wrongful death, property damage, products liability or similar legal theories of recovery; or (b) arises under any federal, state or local statute, rule, regulation or ordinance governing, regulating or relating to health, safety, employment, civil rights, hazardous substances or the environment. 93. "Transferred Causes of Action" means the Avoidance Actions. 94. "Unsecured Claim" means any Claim against the Debtor that arose prior to the Petition Date other than a Claim arising under section 503(b)(9) of the Bankruptcy Code, a Priority Claim, a Tax Claim, an Other Secured Claim, or a Prepetition Facility Claim. 95. "Unsecured Creditor Trust" means the trust created pursuant to Section 7.3 of the Plan, the Confirmation Order, and the Unsecured Creditor Trust Declaration. 96. "Unsecured Creditor Trust Beneficial Interests" means the beneficial interests created by the establishment of the Unsecured Creditor Trust in connection with, and subject to, the Plan, the Confirmation Order, and the Unsecured Creditor Trust Declaration. 97. "Unsecured Creditor Trust Declaration" means the declaration of trust to be entered into by the Debtor and the Unsecured Creditor Trustee on the Effective Date. The Unsecured Creditor Trust Declaration shall be in substantially the form filed with the Bankruptcy Court as a Plan Document. 98. "Unsecured Creditor Trust Property" means all of the assets held at any time by the Unsecured Creditor Trust, including the GUC Initial Distribution Amount and Transferred Causes of Action and any proceeds thereof. 99. "Unsecured Creditor Trustee" means Randy Sugarman and any successor Unsecured Creditor Trustee "Voting Deadline" means the deadline for submitting ballots to either accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code that is specified in the Disclosure Statement, the ballots or related solicitation documents approved by the Bankruptcy Court "Zoom Business" means the Debtor s business operations and assets as such business operations and assets existed on the Effective Date ZoomSystems Japan means the Debtor s wholly owned non-debtor subsidiary ZoomSystems K.K "ZoomSystems Japan Trust" means the trust created pursuant to Section 7.4 of the Plan, the Confirmation Order, and the ZoomSystems Japan Trust Declaration ZoomSystems Japan Common Interests means the common stock issued by ZoomSystems Japan that is 100% owned by the Debtor "ZoomSystems Japan Trust Declaration" means the declaration of trust to be entered into by the Debtor and the ZoomSystems Japan Trustee on the Effective Date. The ZoomSystems Japan Trust Declaration shall be in substantially the form filed with the Bankruptcy Court as a Plan Document "ZoomSystems Japan Trustee" means Andrew Hinkelman and any successor ZoomSystems Japan Trustee "ZoomSystems Japan Trust Property" means the ZoomSystems Japan Common Interests and any proceeds thereof. Case: Doc# Filed: 11/30/15 12/11/15 A-8 Entered: 11/30/15 12/11/15 16:45:55 15:06:13 Page of

75 1 2 3 EXHIBIT B Schedule of Assumed Executory Contracts and Unexpired Leases [See Notice of Effective Date] Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 75 of 171

76 1 2 EXHIBIT C Unsecured Creditor Trust Declaration Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 76 of 171

77 UNSECURED CREDITOR TRUST DECLARATION BY THE UNSECURED CREDITOR TRUSTEE This Unsecured Creditor Trust Declaration (the Declaration ) is effected as of, 2015 by Randy Sugarman (the Unsecured Creditor Trustee ) with reference to the following: Recitals A. On or about September 10, 2015 NewZoom, Inc., (the Debtor ) filed a voluntary petition under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) in the Bankruptcy Court for the Northern District of California (the Bankruptcy Court ) and was assigned case number 1:15-bk hlb. B. On or about December, 2015, the Bankruptcy Court entered an order (the Confirmation Order ) confirming the Debtor s Chapter 11 Plan of Reorganization (Dated September 22, 2015) as modified (the Plan ). A true and correct copy of the Plan and Confirmation Order are attached here to as Exhibits A and B respectively. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. C. The Unsecured Creditor Trustee was appointed, pursuant to section 1123(a)(5) of the Bankruptcy Code, the Plan and the Confirmation Order, to collect certain proceeds which will be in the initial sum of approximately $400,000.00, plus the amount by which the Committee fees are less than the Committee Fees Cap (the GUC Initial Distribution Amount ), as set forth in the terms of the Plan, plus the amount of any Transferred Causes of Action, as that term is defined in the Plan. An additional distribution may also be awarded to the Unsecured Creditor Trust, as set forth in Section 7.9 of the Plan (the GUC Contingent Distribution Amount ). It is contemplated that the Unsecured Creditor Trustee will make disbursements to creditors in accordance with the terms of the Plan and the Confirmation Order. D. The Unsecured Creditor Trustee has executed this Declaration in order to establish the terms pursuant to which the Unsecured Creditor Trustee shall hold, administer and distribute proceeds consistent with the Plan and Confirmation Order. NOW THEREFORE, IT IS HEREBY AGREED as follows: ARTICLE I DEFINITIONS 1.1 Bankruptcy Court means the United States Bankruptcy Court for the Northern District of California as set forth in the introductory paragraphs of this Declaration. 1.2 Cash means legal tender of the United States of America. 1.3 Committee means the Official Committee of Unsecured Creditors appointed in the Chapter 11 Case. SMRH: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 77 of 171

78 1.4 Committee Fees means the fees and expenses allowed by the Bankruptcy Court pursuant to 11 U.S.C. 330(a) of the Committee's professionals and members. 1.5 Committee Fees Cap means $200, Confirmation Order means the order confirming the Plan. 1.7 Debtor means NewZoom, Inc. 1.8 Effective Date means the effective date of the Plan ( ). 1.9 GUC Initial Distribution Amount has the meaning given to it in Recital C above. 1.1 GUC Contingent Distribution Amount has the meaning given to it in Recital C above. 1.2 Plan means the Debtors Chapter 11 Plan of Reorganization as defined in the introductory paragraphs of this Declaration. Plan. 1.3 Reorganized Debtors means the reorganized Debtors as defined in the 1.4 Trust Account(s) means such demand or time deposit account or accounts which the Unsecured Creditor Trustee may open from time to time to implement the terms of this Declaration. 1.5 Unsecured Creditor Trust Beneficial Interest(s) means any unsecured, non-priority claim or claims in Class 4, as defined in the Plan, allowed pursuant to Bankruptcy Code Unsecured Creditor Trust Declaration Professionals means all professionals retained by the Unsecured Creditor Trustee. Such professionals may include, without limitation, administrators, agents, accountants, attorneys, tax specialists and other professionals and assistants who perform services pursuant to this Declaration. 1.7 Unsecured Creditor Trust Property means all of the assets held at any time by the Unsecured Creditor Trust, including the GUC Initial Distribution Amount and Transferred Causes of Action and any proceeds thereof. 1.8 Unsecured Creditor Trust Termination Date means the date on which the last distribution of the Debtor s assets are made to holders of Unsecured Creditor Trust Beneficial Interests pursuant to this Declaration, the Plan and the Confirmation Order. 1.9 Unsecured Creditor Trustee means Randy Sugarman and any successor Unsecured Creditor Trustee. SMRH: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 78 of 171

79 1.10 Unsecured Creditor Trustee Expenses means all reasonable costs, expenses and fees incurred by the Unsecured Creditor Trustee in connection with the performance of this Declaration, including, without limitation: (a) the Unsecured Creditor Trustee s fees for services performed in connection with this Declaration; (b) reimbursement of the Unsecured Creditor Trustee and the Unsecured Creditor Trust Declaration Professionals, if any, for any expenses incurred in relation to the performance of this Declaration; (c) reasonable fees or expenses incurred by the Unsecured Creditor Trustee in employing or compensating Unsecured Creditor Trust Declaration Professionals; and (d) all taxes, if any, on any portion of the Unsecured Creditor Trust Property or earnings thereon, to the extent due and payable by the Unsecured Creditor Trustee. Plan. All capitalized terms not defined herein shall have the meanings given to them in the ARTICLE II ADMINISTRATION 2.1 Purpose of Trust. The Unsecured Creditor Trust shall be established for the primary purpose of liquidating its assets in accordance with Treas. Reg (d) with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Unsecured Creditor Trust. Accordingly, the Unsecured Creditor Trustee shall, in an expeditious but orderly manner, liquidate and convert to Cash the non-cash Unsecured Creditor Trust Property, including the Transferred Causes of Action, make timely distributions to the holders of Unsecured Creditor Trust Beneficial Interests, and not unduly prolong the duration of the Unsecured Creditor Trust. The Unsecured Creditor Trust shall not be deemed a successor-in-interest of the Debtor for any purpose other than as specifically set forth herein or in the Plan. The Unsecured Creditor Trust is intended to qualify as a "grantor trust" for federal income tax purposes with the holders of Unsecured Creditor Trust Interests treated as grantors and owners of the Unsecured Creditor Trust. As soon as practicable after the Effective Date, the Unsecured Creditor Trustee shall value the assets of the Unsecured Creditor Trust based on the good faith determination of the Unsecured Creditor Trustee. The valuation shall be used consistently by all parties for all federal income tax purposes. The Bankruptcy Court shall resolve any dispute regarding such valuation. 2.2 Administration by Unsecured Creditor Trustee. The Unsecured Creditor Trust shall be administered by the Unsecured Creditor Trustee. The terms of the compensation of the Unsecured Creditor Trustee are set forth in Section 2.12 below. The Unsecured Creditor Trustee shall have the power to administer the assets of the Unsecured Creditor Trust in a manner consistent with the Unsecured Creditor Trust Declaration and the Plan and the Unsecured Creditor Trustee shall be the Estate representative designated to prosecute any and all Transferred Causes of Action, subject to the limitations in Section 7.6 of the Plan. Without limiting the generality of the foregoing, the Unsecured Creditor Trustee shall (i) hold and administer the assets of the Unsecured Creditor Trust; (ii) have the sole power and authority to evaluate and determine strategy with respect to the Transferred Causes of Action and to litigate, settle, transfer, release or abandon any such Transferred Causes of Action on behalf of the Unsecured Creditor Trust, subject to Section 7.6 of the Plan; (iii) have authority to pay all out of pocket expenses incurred in connection with the prosecution of the Transferred Causes of Action SMRH: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 79 of 171

80 from assets of the Unsecured Creditor Trust; (iv) have the power and authority to retain, as an expense of the Unsecured Creditor Trust, such attorneys, advisors, other professionals and employees as may be appropriate to perform the duties required of the Unsecured Creditor Trustee hereunder or in the Plan; (vi) make distributions as provided in this Declaration and the Plan; and (vii) provide periodic reports and updates regarding the status of the administration of the Unsecured Creditor Trust. The Unsecured Creditor Trustee shall be deemed a Disbursing Agent under the Plan when making distributions to holders of Unsecured Creditor Trust Beneficial Interests pursuant to the Unsecured Creditor Trust Declaration. 2.3 Transfer of Assets. On the Effective Date, the Debtor shall transfer the GUC Initial Distribution Amount and Transferred Causes of Action to the Unsecured Creditor Trust, which shall vest in the Unsecured Creditor Trust, free and clear of any and all Liens, Claims and other interests, exclusively for the benefit of the holders of Unsecured Creditor Trust Beneficial Interests on the terms and conditions set forth in the Plan and the Unsecured Creditor Trust Declaration. In addition, to the extent that the Committee Fees are less than the Committee Fee Cap, the Reorganized Debtor shall pay that difference, which constitutes a portion of the GUC Initial Distribution Amount, to the Unsecured Creditor Trust promptly following the payment of the Committee Fees. All rights to receive the GUC Contingent Distribution, if and when earned pursuant to the terms of the Plan, will also vest in the Unsecured Creditor Trust on the Effective Date of the Plan. 2.4 Transferred Causes of Action. The Unsecured Creditor Trustee shall be the Estate Representative designated to prosecute any and all Transferred Causes of Action, subject to the limitations in Section 7.6 of the Plan. The Unsecured Creditor Trustee shall have the sole power and authority to evaluate and determine strategy with respect to the Transferred Causes of Action on behalf of the Unsecured Creditor Trust, subject to Section 7.6 of the Plan. 2.5 Trust Accounts. As soon as practicable following the Effective Date, the Unsecured Creditor Trustee shall open and establish such demand or time deposit account or accounts as it deems necessary to carry out the terms of this Declaration. The account or accounts shall be opened with reference to the Debtors taxpayer identification number. 2.6 Disbursements. The Unsecured Creditor Trustee shall deposit all Unsecured Creditor Trust Property it receives into the Trust Account(s), including cash and all amounts received pursuant to the Plan. The Unsecured Creditor Trustee shall distribute Unsecured Creditor Trust Property to pay Unsecured Creditor Trustee Expenses and make distributions on account of Unsecured Creditor Trust Beneficial Interests as provided herein Except as provided below, the Unsecured Creditor Trustee shall first distribute Unsecured Creditor Trust Property in payment of Unsecured Creditor Trustee Expenses arising out of the administration of the Unsecured Creditor Trust. Second, the Unsecured Creditor Trustee shall retain a reasonable reserve for the winding up of the affairs of the Unsecured Creditor Trust. Once the Unsecured Creditor Trustee Expenses are paid in full, the Unsecured Creditor Trustee may distribute the balance of the Unsecured Creditor Trust Property on hand, minus the reserve for the winding up of the affairs, pro rata to the holders of the Unsecured Creditor Trust Beneficial Interests. The Unsecured Creditor Trustee shall be deemed SMRH: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 80 of 171

81 a Disbursing Agent under the Plan when making distributions to holders of Unsecured Creditor Trust Beneficial Interests pursuant to this Declaration In its discretion, the Unsecured Creditor Trustee may, but is not required to, seek Bankruptcy Court Approval of any payments from the Unsecured Creditor Trust Property. Any dispute concerning a proposed distribution or relating in any way to the performance of this Declaration shall be resolved by the Bankruptcy Court upon motion made by the Unsecured Creditor Trustee The Unsecured Creditor Trustee may round amounts of distributions to the nearest cent and they may not make distributions to any holder of an Unsecured Creditor Trust Beneficial Interests where the total amount to be distributed to such holder as provided here in would be less than $ Disputed or Contingent Claims Reserve. The Unsecured Creditor Trustee shall maintain a reserve for disputed and contingent claims in the amount and to the extent that the Unsecured Creditor Trustee determines. 2.8 Unsecured Creditor Trustee Expenses. Those individuals and entities who are entitled to payment of Unsecured Creditor Trustee Expenses shall receive payment for their respective amounts within 10 days of service on the Unsecured Creditor Trustee of a statement of fees and expenses by the individual or entity which is seeking payment as an Unsecured Creditor Trustee Expense. In the event that the Unsecured Creditor Trustee objects to the payment of a proffered Unsecured Creditor Trustee Expense it must do so in a written objection served on the entity or individual who seeks payment within 10 days following service of a statement of fees and expenses. The individual who seeks payment of an Unsecured Creditor Trustee Expense must file a motion with the Bankruptcy Court for approval of payment of their respective Unsecured Creditor Trustee Expense within 20 days after an objection has been served by the Unsecured Creditor Trustee, which motion shall be determined by the Bankruptcy Court. To the extent a fee or expense is only partially objected to under this section, the holder of an Unsecured Creditor Trustee Expense shall be entitled to immediate payment of those fees or expenses not specifically objected to following the expiration of the initial 10 day period following service of the statement on the Unsecured Creditor Trustee. 2.9 Certain Amounts. During the period from the Confirmation Date to the Effective Date, the Debtor shall reimburse the Unsecured Creditor Trustee for the actual and necessary out-of-pocket expenses incurred by it (whether before or after the Confirmation Date) in preparing to assume its responsibilities under this Declaration in an aggregate amount not to exceed $25,000.00, which is inclusive of the Committee Fee Cap Termination of the Unsecured Creditor Trust. The Unsecured Creditor Trust will terminate as soon as reasonably practical, but no later than the fifth (5th) anniversary of the Effective date; provided, however, that within six months prior to the fifth (5th) anniversary of the Effective Date (or such later date as may be permitted by order of the Bankruptcy Court), upon motion by a party in interest, may extend the term of the Unsecured Creditor Trust for a finite period, if such an extension is necessary to liquidate the assets of the Unsecured Creditor Trust or for other good cause. Multiple extensions of the termination of the SMRH: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 81 of 171

82 Unsecured Creditor Trust may be obtained so long as Bankruptcy Court approval is sought prior to the expiration of each extended term and the Unsecured Creditor Trustee receives an opinion of counsel or a favorable ruling from the Internal Revenue Service that any further extension would not adversely affect the status of the Unsecured Creditor Trust as a grantor trust for federal income tax purposes Limited Duties of Unsecured Creditor Trustee. Pursuant to this Declaration the Unsecured Creditor Trustee s role is limited to serving as an Unsecured Creditor Trustee and activities incidental thereto including, receiving Unsecured Creditor Trust Property, establishing Accounts and disbursing those proceeds in accordance with this Declaration and prosecuting any Transferred Causes of Action. The Unsecured Creditor Trustee shall not be responsible for preparation of any tax returns or reports to the Office of the United States Trustee Compensation of Unsecured Creditor Trustee. The Unsecured Creditor Trustee shall be compensated for his services from assets of the Unsecured Creditor Trust as follows: Mr. Sugarman and staff members working with Mr. Sugarman and his company, Sugarman & Company LLP, on their engagement as the Unsecured Creditor Trustee shall be compensated at their normal hourly rate. Mr. Sugarman s hourly rate is $475, and the rates of his staff range from $100 per hour to $175 per hour Miscellaneous Administrative Matters Offices. The principal office of the Unsecured Creditor Trustee shall be located at the Offices of Sugarman & Company LLP, located at 500 Sansome Street, Suite 600, San Francisco, CA 94111, or at such other place as the Unsecured Creditor Trustee may from time to time determine to be necessary for the efficient and cost-effective administration of the Trust Accounting Period. The accounting period for purposes of this Declaration and any reporting required pursuant to this Declaration (the Fiscal Year ) shall be the calendar year Certain Limitations on Liability. Neither the Unsecured Creditor Trustee, nor its agents or representatives, shall be liable for actions taken or omitted in its/their capacity as, or on behalf of, the Unsecured Creditor Trust or Unsecured Creditor Trustee, and/or in the discharge of any powers, rights or duties conferred upon it or them in the Plan, the Unsecured Creditor Trust Declaration, or any Final Order of the Bankruptcy Court entered pursuant to or in furtherance of the Plan, except that such limitation of liability and exculpation shall not apply to acts or omissions arising out of the willful misconduct or gross misconduct of the Unsecured Creditor Trustee or its agents or representatives Indemnification of Unsecured Creditor Trustee and Others The Unsecured Creditor Trustee, together with its agents and representatives, shall be indemnified to the extent of Unsecured Creditor Trust Property to the fullest extent that a corporation or a trust organized under California law is from time to time entitled to indemnify its directors, officers, employees, agents, professionals, or representatives SMRH: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 82 of 171

83 against any and all liabilities, expenses, claims, damages, or losses incurred by them in the performance of their duties hereunder Reasonable expenses, costs and fees (including attorneys fees) incurred by or on behalf of the Unsecured Creditor Trustee, its agents or representatives in connection with any action, suit, or proceeding, whether civil, administrative, or arbitrative, from which they are indemnified to the extent of Unsecured Creditor Trust Property pursuant to this Section 2.15, may be paid by the Unsecured Creditor Trustee in advance of the final disposition provided that the party requesting indemnification submits to the other party prior to or concurrently with such request a written undertaking by or on behalf of such party to repay any expenses, costs or fees advanced if it shall ultimately be determined that such party is not entitled to be indemnified against such expenses, costs or fees. ARTICLE III GENERAL PROVISIONS 3.1 Severability. Should any provision in this Declaration be determined to be unenforceable, such determination shall in no way limit or affect the enforceability and operative effect of any and all other provisions of this Declaration. 3.2 Notices. Notice hereunder and distributions to each holder of an Unsecured Creditor Trust Beneficial Interest shall be given by United States First Class Mail at the address set forth on the Schedules filed with the Bankruptcy Court by the Debtors or in a proof of claim form filed with the Bankruptcy Court. Notice to the Unsecured Creditor Trustee shall be given by United States First Class Mail, electronic mail, facsimile, hand delivery, or overnight courier addressed as follows: The Unsecured Creditor Trustee: c/o Sugarman & Company LLP Attn: Randy Sugarman 500 Sansome Street, Suite 600 San Francisco, CA All such notices and communications shall be effective when delivered at the designated addresses if sent by electronic mail, facsimile, hand delivery, or overnight courier, or three days after mailing, if sent by United States First Class Mail. 3.3 Counterparts. This Declaration may be executed in any number of counterparts, each of which shall constitute an original, but such counterparts shall together constitute but one and the same instrument. 3.4 Entire Declaration; No Waiver. The entire Declaration of the Unsecured Creditor Trustee relating to the subject matter of this Declaration is contained herein, and to the extent it is not inconsistent with the Plan and Confirmation Order this Declaration supersedes any prior oral or written Declarations concerning the subject matter hereof. Parol evidence may not be used to vary the terms of this Declaration. No failure to exercise or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any further exercise thereof SMRH: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 83 of 171

84 of any other right, power, or privilege. The rights and remedies herein provided are cumulative and are not exclusive of rights under law or in equity. 3.5 Headings. The headings used in this Declaration are inserted for convenience only and neither constitute a portion of this Declaration nor in any manner affect the construction of the provisions of this Declaration. 3.6 Governing Law. This Trust Declaration shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to principles of conflicts of law. 3.7 Dispute Resolution. Any disputes that arise under this Declaration or in connection with any claim asserted by the holder of a Claim against the Debtors or with respect to the Unsecured Creditor Trust Property shall be determined by the Bankruptcy Court. The prevailing party in any proceeding under this Declaration shall be entitled to recover its reasonable attorneys fees and costs in addition to all other relief awarded. If the allowed amount of any claim is determined in any proceeding to be less than the amount asserted by the holder of a Claim, the Unsecured Creditor Trustee shall be deemed the prevailing party in such proceeding. IN WITNESS WHEREOF, the Unsecured Creditor Trustee executed and delivered this Declaration as of the Effective Date. By: Randy Sugarman SMRH: Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 84 of 171

85 1 2 EXHIBIT D Japan Creditor Trust Declaration Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 85 of 171

86 ZOOMSYSTEMS JAPAN LIQUIDATING TRUST AGREEMENT This ZoomSystems Japan Liquidating Trust Agreement (the Agreement ) dated as of December, 2015, is established by NewZoom, Inc., a debtor-in-possession (hereafter referred to as the Debtor ) in the United States Bankruptcy Court for the Northern District of California, Santa Rosa Division (the Bankruptcy Court ) in chapter 11 Case No and Andrew Hinkelman (the Liquidating Trustee ), and is executed in connection with and pursuant to the terms of the Debtor s Third Amended Plan of Reorganization (the Plan, which provides for, among other things, the establishment of a trust evidenced hereby (the Liquidating Trust ). W I T N E S S E T H WHEREAS, on September 10, 2014, the Debtor filed a voluntary petition pursuant to chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) with the Bankruptcy Court; WHEREAS, on or about December, 2015, the Bankruptcy Court entered its Order Confirming Debtor s Third Amended Plan of Reorganization (the Confirmation Order ); WHEREAS, the Liquidating Trust is created pursuant to, and to effectuate, the Plan; WHEREAS, the Liquidating Trust is created on behalf, and for the sole benefit, of the holders of [ENTER] (the Trust Beneficiaries ), as set forth in the Plan; WHEREAS, the Liquidating Trust is established for the sole purpose of winding down the ZoomSystems Japan Trust Property for the benefit of the Trust Beneficiaries in accordance with the terms of this Agreement and the Plan; WHEREAS, the Liquidating Trust shall have no objective or authority to continue or to engage in the conduct of a trade or business; WHEREAS, pursuant to the Plan, the Debtor, the Liquidating Trustee, and the Trust Beneficiaries are required to treat, for all federal income tax purposes, the transfer of the Liquidating Trust Assets to the Liquidating Trust as a transfer of the Liquidating Trust Assets by the Debtor to the Trust Beneficiaries in satisfaction of their Allowed Claims under the Plan, followed by a transfer of the Liquidating Trust Assets by the Trust Beneficiaries to the Liquidating Trust in exchange for the beneficial interest herein, and to treat the Trust Beneficiaries as the grantors and owners of the Liquidating Trust in accordance with Treasury Regulation Section (d); and WHEREAS, the Liquidating Trust is intended to be treated as a grantor trust for federal income tax purposes; WHEREAS, the Bankruptcy Court shall have jurisdiction over the Liquidating Trust, the Liquidating Trustee, the Liquidating Trust Assets, including, without limitation, any Retained Claims, as provided herein and in the Plan; and DOCS_SF: /002 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 86 of 171

87 NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and in the Plan, the Debtor and the Liquidating Trustee agree as follows: 2.1 Definitions. ARTICLE II DEFINITIONS AND INTERPRETATIONS Agreement shall have the meaning set forth in the introductory paragraph to this Agreement Bankruptcy Code shall have the meaning set forth introductory paragraph of this Agreement Bankruptcy Court shall have the meaning set forth in the introductory paragraph to this Agreement Debtor shall have the meaning set forth in the introductory paragraph to this Agreement Effective Date shall have the meaning set forth in the Plan. Property Liquidating Trust Assets shall mean ZoomSystems Japan Trust Liquidating Trust shall have the meaning set forth in the introductory paragraph to this Agreement Liquidating Trustee shall mean (x) initially, the person named in the introductory paragraph to this Agreement as the Liquidating Trustee, and (y) any successors or replacements duly appointed under the terms of this Agreement Plan shall have the meaning set forth in the introductory paragraph to this Agreement Trust Beneficiaries shall have the meaning set forth in the Recitals to this Agreement, or any successors to such Trust Beneficiaries pursuant to Section 7.5 of this Agreement ZoomSystems Japan means the Debtor s wholly owned non-debtor subsidiary ZoomSystems K.K "ZoomSystems Japan Trust" means the trust created pursuant to Section 7.4 of the Plan, the Confirmation Order, and the ZoomSystems Japan Trust Declaration ZoomSystems Japan Common Interests means the common stock issued by ZoomSystems Japan that is 100% owned by the Debtor. DOCS_SF: /002 2 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 87 of 171

88 "ZoomSystems Japan Trust Declaration" means the declaration of trust to be entered into by the Debtor and the ZoomSystems Japan Trustee on the Effective Date. The ZoomSystems Japan Trust Declaration shall be in substantially the form filed with the Bankruptcy Court as a Plan Document "ZoomSystems Japan Trustee" means Andrew Hinkelman and any successor ZoomSystems Japan Trustee "ZoomSystems Japan Trust Property" means the ZoomSystems Japan Common Interests and any proceeds thereof. 2.2 Use of Plan Definitions. All capitalized terms which are used in this Agreement and not otherwise defined herein shall have the same meaning set forth in the Plan. In the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern and control. 2.3 Certain References. Reference in this Agreement to any Section or Article is, unless otherwise specified, to that such section or article under this Agreement. The words hereof, herein, and similar terms shall refer to this Agreement and not to any particular section or article of this Agreement. ARTICLE III ESTABLISHMENT, PURPOSE AND FUNDING OF LIQUIDATING TRUST 3.1 Creation and Name. There is hereby created the Liquidating Trust, referred to in the Plan. The Liquidating Trustee may conduct the affairs of the Liquidating Trust under the name of the ZoomSystems Japan Liquidating Trust. 3.2 Purpose of Liquidating Trust. The Debtor and the Liquidating Trustee, pursuant to the Plan and in accordance with Bankruptcy Code, hereby create the Liquidating Trust for the purpose of collecting, distributing and liquidating the Liquidating Trust Assets for the benefit of the Trust Beneficiaries in accordance with the terms of this Agreement and the Plan. The activities of the Liquidating Trust shall be limited to those activities set forth in Article IV hereof and as otherwise contemplated by the Plan. The Liquidating Trustee understands and agrees that the Liquidating Trust has no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. The Liquidating Trustee's responsibilities, duties and obligations are to the Trust Beneficiaries. The Liquidating Trustee shall have an independent right and standing to request relief from the Bankruptcy Court which the Liquidating Trustee believes to be in accordance with the best interests of Trust Beneficiaries. For purposes of performing his duties and fulfilling his obligations under the Plan, this Agreement, and the Confirmation Order, the Liquidating Trustee shall be deemed to be a "party in interest" within the meaning of section 1109(b) of the Bankruptcy Code and a representative of the Estate under Bankruptcy Code section 1123(b)(3) and 1129(a)(5). The duties, obligations, and responsibilities of the Liquidating Trustee shall be to wind down or otherwise dispose of the ZoomSystems Japan Trust Property and perform all DOCS_SF: /002 3 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 88 of 171

89 other duties, obligations and responsibilities of the Liquidating Trustee set forth in the Plan, the Liquidating Trust Agreement, or Confirmation Order. 3.3 Transfer of Liquidating Trust Assets Pursuant to the Plan, which is incorporated by reference herein, the Debtor hereby grants, releases, assigns, conveys, transfers and delivers, on behalf of the Trust Beneficiaries, the Liquidating Trust Assets to the Liquidating Trustee as of the Effective Date, in trust for the benefit of the Trust Beneficiaries for the uses and purposes as specified in this Agreement and the Plan. The Debtor shall from time to time as and when reasonably requested by the Liquidating Trustee execute and deliver or cause to be executed and delivered all such documents (in recordable form where necessary or appropriate) and the Debtor shall take or cause to be taken such further action as the Liquidating Trustee may reasonably deem necessary or appropriate, to vest or perfect in or confirm to the Liquidating Trustee title to and possession of the Liquidating Trust Assets For all federal, state and local income tax purposes, the Debtor, the Trust Beneficiaries, and the Liquidating Trustee shall treat the transfer of the Liquidating Trust Assets to the Liquidating Trust as a transfer of the Liquidating Trust Assets by the Debtor to the Trust Beneficiaries in satisfaction of their Allowed Claims under the Plan, followed by a transfer of the Liquidating Trust Assets by the Trust Beneficiaries to the Liquidating Trust in exchange for their beneficial interests in the Liquidating Trust. Thus, the Trust Beneficiaries shall be treated as the grantors and owners of the Liquidating Trust. 3.4 Securities Law. Under Section 1145 of the Bankruptcy Code, the issuance of beneficial interests in the Liquidating Trust to the Trust Beneficiaries under the Plan, to the extent such interests are deemed to be securities, shall be exempt from registration under the Securities Act of 1933, as amended, and all applicable state and local laws requiring registration of securities. If the Liquidating Trustee determines, with the advice of counsel, that the Liquidating Trust is required to comply with the registration and reporting requirements of the Securities and Exchange Act of 1934, as amended, or the Investment Company Act of 1940, as amended, then the Liquidating Trustee shall take any and all actions to comply with such reporting requirements and file necessary periodic reports with the Securities and Exchange Commission. ARTICLE IV LIQUIDATING TRUST BOARD 4.1 Liquidating Trust Board. The initial members of the Liquidating Trust Board shall be [ ]. The Liquidating Trust Board shall make certain determinations, in accordance with this Agreement and the Plan. Approval of a majority of the members of such Liquidating Trust Board shall be required for the Liquidating Trust Board to act, provided that the Liquidating Trust Board may delegate responsibility for discrete issues or decisions to one or more of its members. The Liquidating Trust Board shall have the rights and powers set forth herein. In the event that a Liquidating Trust Board shall not continue to exist under this Agreement, all references herein to required approval or other action of such Liquidating Trust Board shall be of no force or effect. DOCS_SF: /002 4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 89 of 171

90 4.2 Resignation/Replacement of Member of Liquidating Trust Board. In the event that a member of the Liquidating Trust Board resigns, the remaining members of the Liquidating Trust Board, along with the Liquidating Trustee, shall by majority vote select a replacement to serve on the Liquidating Trust Board, if they deem it advisable and practicable. 4.3 Reimbursement and Indemnification. Except for reimbursement of reasonable expenses, and indemnification as set forth in the Plan, the members of the Liquidating Trust Board shall receive no compensation or other payment for the performance of their duties hereunder. 4.4 Confidentiality. Each member of the Liquidating Trust Board shall, while serving as a member of the Liquidating Trust Board under this Agreement and for a period of twelve (12) months following the termination of this Agreement or following his/her removal or resignation from the Liquidating Trust Board, hold strictly confidential and not use for personal gain any material, non-public information of or pertaining to any entity to which any of the Liquidating Trust Assets relate or of which he has become aware in his/her capacity as a member of the Liquidating Trust Board. ARTICLE V ADMINISTRATION OF THE LIQUIDATING TRUST 5.1 Rights, Powers and Privileges. The Liquidating Trustee shall have only the rights, powers and privileges expressly provided in this Agreement and the Plan. Subject to the Liquidating Trust Board s right of advice and comment discussed in Section 5.4 herein, the Liquidating Trustee shall have the power to take the actions granted in the subsections below and any powers reasonably incidental thereto, which the Liquidating Trustee, in his reasonable discretion, deems necessary or appropriate to fulfill the purpose of the Liquidating Trust, unless otherwise specifically limited or restricted by the Plan or this Agreement: Wind down or otherwise dispose of the Liquidating Trust Assets; file, initiate, analyze, investigate, compromise and settle all causes of action that are Liquidating Trust Assets; commence and/or pursue any and all actions involving Liquidating Trust Assets that could arise or be asserted at any time, unless otherwise waived or relinquished in the Plan; hold legal title to any and all rights of the Debtor and the Trust Beneficiaries in or arising from the Liquidating Trust Assets; protect and enforce the rights to the Liquidating Trust Assets (including, without limitation, any and all causes of action that are Liquidating Trust Assets) vested in the Liquidating Trustee by this Agreement and the Plan by any method deemed appropriate including, without limitation, by judicial proceedings or otherwise; DOCS_SF: /002 5 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 90 of 171

91 5.1.6 compromise, adjust, arbitrate, sue on or defend, abandon, or otherwise deal with and settle, in accordance with the terms of this Agreement, claims in favor of or against the Liquidating Trust; determine and satisfy any and all liabilities created or incurred by the Liquidating Trust; file, if necessary, any and all tax and information returns with respect to the Liquidating Trust and pay taxes properly payable by the Liquidating Trust, if any; request any appropriate tax determination with respect to the Liquidating Trust; in reliance upon the official claims register maintained in the Debtors chapter 11 cases, maintain on the Liquidating Trustee s books and records, a schedule evidencing the beneficial interest herein held by each Beneficiary; administer, reconcile and resolve Claims asserted under the Plan (including the filing of any objections to such claims as appropriate) and make distributions to Holders of Allowed Claims under the Plan as provided for in, or contemplated by, this Agreement and the Plan; open and maintain bank accounts on behalf of or in the name of the Liquidating Trust; make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Liquidating Trust and file returns for the Liquidating Trust; establish such reserves for Disputed Claims, taxes, assessments, Liquidating Trustee s fees and professional fees and other expenses of administration of the Liquidating Trust as may be necessary and appropriate for the proper operation of matters incident to the Liquidating Trust; Trust Assets; pay all expenses and make all other payments relating to the Liquidating retain and pay third parties pursuant to Section 5.2 hereof; obtain insurance coverage or a bond with respect to the liabilities and obligations of the Liquidating Trustee and the members of the Liquidating Trust Board under this Agreement (in the form of an errors and omissions policy or otherwise); make distributions in accordance with the terms hereof; all powers provided under the Plan to the Liquidating Trustee; invest any moneys held as part of the Liquidating Trust Assets in accordance with the terms of Section 5.3 hereof; and DOCS_SF: /002 6 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 91 of 171

92 terminate the Liquidating Trust consistent with the terms of this Agreement and the Plan. 5.2 Agents and Professionals. The Liquidating Trustee may, but shall not be required to, consult with and retain attorneys, accountants, appraisers, or other parties deemed by the Liquidating Trustee to have qualifications necessary to assist in the proper administration of the Liquidating Trust. The Liquidating Trustee may pay the reasonable salaries, fees and expenses of such persons (including himself), including contingency fees, out of the Liquidating Trust Assets in the ordinary course to the extent permitted by Section 6.7 below and the Plan. 5.3 Investment and Safekeeping of Liquidating Trust Assets. All moneys and other Liquidating Trust Assets received by the Liquidating Trustee shall, until distributed or paid over as herein provided, be held in the Liquidating Trust for the benefit of the Trust Beneficiaries, but need not be segregated from other Liquidating Trust Assets, unless and to the extent required by law or the Plan. The Liquidating Trustee shall be under no liability for interest or producing income on any moneys received by the Liquidating Trust and held for distribution or payment to the Trust Beneficiaries, except as such interest shall actually be received by the Liquidating Trustee. Investments of any moneys held by the Liquidating Trustee shall be administered in view of the manner in which individuals of ordinary prudence, discretion and judgment would act in the management of their own affairs. For the removal of doubt, the investment powers of the Liquidating Trustee, other than those reasonably necessary to maintain the value of the Liquidating Trust Assets and the liquidating purpose of the Liquidating Trust, are limited to powers to invest in demand and time deposits, such as short-term certificates of deposits, in banks or other savings institutions, or other temporary, liquid investments, such as treasury bills. 5.4 Limitations on Liquidating Trustee and Payment of Fees. The Liquidating Trustee shall not at any time, on behalf of the Liquidating Trust or Trust Beneficiaries: (i) enter into or engage in any trade or business, and no part of the Liquidating Trust Assets or the proceeds, revenue or income therefrom shall be used or disposed of by the Liquidating Trust in furtherance of any trade or business, or (ii) except as provided below, reinvest any Liquidating Trust Assets Liquidating Trustee s Fees. The Liquidating Trustee and any of his professionals shall prepare monthly an invoice detailing hours, rate, employee and tasks performed and submit a copy of the monthly invoice via to the Liquidating Trust Board in order to consult with them and obtain their comments, if any. The majority of the Liquidating Trust Board has ten days from the receipt of the invoice to object in writing to the payment of the Liquidating Trustees fees stating in writing the reason for the objection in detail. If there is no objection the Liquidating Trustee can pay the monthly invoice immediately. If there is an objection the Liquidating Trustee has five days to consult with the Liquidating Trust Board and if they cannot resolve the objection to the fees the Liquidating Trustee can file a notice with the Bankruptcy Court setting a hearing to obtain approval or modification of the Liquidating Trustee s fees on not less than seven days notice The Liquidating Trustee may only invest funds held in the Liquidating Trust consistent with the requirements of this Agreement, and, provided that the Liquidating DOCS_SF: /002 7 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 92 of 171

93 Trustee does so, he or she shall have no liability in the event of insolvency of any institution in which he or she has invested any funds of the Liquidating Trust Estate The Liquidating Trustee shall hold, collect, conserve, protect and administer the Liquidating Trust in accordance with the provisions of this Agreement and the Plan, and pay and distribute amounts as set forth herein for the purposes set forth in this Agreement. Any determination by the Liquidating Trustee as to what actions are in the best interests of the Liquidating Trust shall be determinative. 5.5 Bankruptcy Court Approval of Liquidating Trustee Actions. Except as provided in the Plan or otherwise specified in this Agreement, the Liquidating Trustee need not obtain the order or approval of the Bankruptcy Court in the exercise of any power, rights, or discretion conferred hereunder, or account to the Bankruptcy Court. The Liquidating Trustee shall exercise his/her business judgment for the benefit of the Trust Beneficiaries in order to maximize the value of the Liquidating Trust Assets and distributions, giving due regard to the cost, risk, and delay of any course of action. Notwithstanding the foregoing, the Liquidating Trustee shall have the right to submit to the Bankruptcy Court any question or questions regarding which the Liquidating Trustee may desire to have explicit approval of the Bankruptcy Court for the taking of any specific action proposed to be taken by the Liquidating Trustee with respect to the Liquidating Trust Assets, this Liquidating Trust, the Agreement, the Plan, or the Debtor, including the administration and distribution of the Liquidating Trust Assets. The Bankruptcy Court shall retain jurisdiction for such purposes and shall approve or disapprove any such proposed action upon motion by the Liquidating Trustee. In addition, the Liquidating Trustee shall have the authority, but not the obligation, to seek Bankruptcy Court approval to sell any Liquidating Trust Asset free and clear of any and all liens, claims and encumbrances. 5.6 Valuation of Liquidating Trust Assets. Pursuant to the Plan, the Liquidating Trustee shall make best efforts to apprise the Trust Beneficiaries of the value of the Liquidating Trust Assets. The valuation shall be used consistently by all parties (including the Liquidating Trustee and Trust Beneficiaries) for all federal income tax purposes. Any dispute regarding the valuation of Liquidating Trust Assets shall be resolved by the Bankruptcy Court. ARTICLE VI DISTRIBUTIONS FROM THE LIQUIDATING TRUST 6.1 Distributions. The Liquidating Trustee shall be responsible for all distributions to be made under the Plan, or as provided in this Agreement or the Confirmation Order. Additionally, the Liquidating Trustee must retain and reserve such amounts as are reasonably necessary to satisfy amounts that would be distributable in respect of Disputed Claims if the Disputed Claims were allowed in the face amount of such Disputed Claims (the Disputed Claim Reserve ), and any such other amounts (such as other claims or other contingent liabilities) as reasonably necessary in his business judgment to fulfill her duties under the Plan or this Agreement. 6.2 Pro Rata Share of Distributions. Each Trust Beneficiary shall receive its share or pro rata share (as applicable) of any and all distributions in accordance with the Plan, except that the Liquidating Trustee may withhold from amounts distributable to any Trust Beneficiary, any DOCS_SF: /002 8 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 93 of 171

94 and all amounts, determined in the Liquidating Trustee s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement. 6.3 Delivery of Distributions. All Distributions to be made under this Agreement and the Plan shall be made to Holders of Allowed Claims in accordance with the Plan. 6.4 Timing of Distributions. Any payment or other Distribution required to be made under this Agreement on a day other than a Business Day shall be due on the next succeeding Business Day. All payments or Distributions due on the Effective Date shall be made thereon or as soon as practicable thereafter but in no event later than ten business days after the Effective Date. Any payment of Cash made pursuant to this Agreement shall be deemed made when such payment by check or wire transfer is transmitted. 6.5 Distributions After Allowance or Disallowance of a Disputed Claim. Once a Disputed Claim becomes an Allowed Claim, the Liquidating Trustee shall, as soon as practicable, distribute to the Holder thereof, from the Disputed Claim Reserve, such amount of Liquidating Trust Assets as would have been distributed to such holder if its Claim had been an Allowed Claim on the Effective Date. The Liquidating Trustee shall no longer reserve for and shall distribute to such Trust Beneficiary, pursuant to Section 5.1 of this Agreement, the amount of any Disputed Claim that becomes disallowed. 6.6 Payments Limited to Liquidating Trust Assets. All payments to be made by the Liquidating Trustee to or for the benefit of any Trust Beneficiary shall be made only to the extent that the Liquidating Trustee has sufficient reserves to make such payments in accordance with this Agreement and the Plan. Each Trust Beneficiary shall have recourse only to the Liquidating Trust Assets for distribution under this Agreement and the Plan. 6.7 Fees and Expenses Subject to the limitations set forth herein and in the Plan, the Liquidating Trustee must pay and/or reserve the operating and administrative expenses of the Liquidating Trust before approving distributions to or for the benefit of Trust Beneficiaries The Liquidating Trustee shall satisfy any fees and expenses of the Liquidating Trust with Estate assets, including but not limited to the Proceeds of Estate assets. 6.8 Priority of Distributions. Any recovery by the Liquidating Trust on account of the Liquidating Trust Assets shall be applied in the following order: (i) first, to pay and/or reserve any unpaid or reasonably anticipated costs and expenses of the Liquidating Trust, including without limitation reasonable professional fees and expenses and court costs; (ii) second, distributed to Holders of Allowed Claims in accordance with this Agreement and the Plan. DOCS_SF: /002 9 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 94 of 171

95 6.9 Compliance with Laws. Any and all distributions of Liquidating Trust Assets shall be in compliance with applicable laws, including, but not limited to, applicable federal and state securities laws Setoff Rights. The Liquidating Trustee may, but shall not be required to, setoff against or recoup from the Holder of any Allowed Claim on which payments or other Distributions are to be made hereunder, claims of any nature that the Liquidating Trust may have against the Holder of such Allowed Claim. However, neither the failure to do so, nor the allowance of any Claim under the Plan, shall constitute a waiver or release of any such claim, right of setoff or right of recoupment against the Holder of such Allowed Claim No Distributions Pending Allowance. If a Claim or any portion of a Claim is disputed, no payment or Distribution shall be made on account of the disputed portion of such Claim (or the entire Claim, if the entire Claim is disputed), unless such Disputed Claim or portion thereof becomes an Allowed Claim. DOCS_SF: /002 ARTICLE VII TRUST BENEFICIARIES 7.1 Identification of Trust Beneficiaries. The Liquidating Trust participations of each Trust Beneficiary in the Liquidating Trust shall be recorded and set forth in a schedule (the Schedule ) maintained by the Liquidating Trustee expressly for such purpose. In order to determine the actual names and addresses of the Trust Beneficiaries, the Liquidating Trustee may either (i) rely upon the Schedules and/or official claims register maintained in the Debtor s chapter 11 case, or (ii) deliver a notice to the Trust Beneficiaries. Such notice will include a form for each Trust Beneficiary to complete in order to be properly registered as a Trust Beneficiary and be eligible for distributions under the Liquidating Trust. 7.2 Beneficial Interest Only. The ownership of a beneficial interest in the Liquidating Trust shall not entitle any Trust Beneficiary or the Debtor to any title in or to the Liquidating Trust Assets or to any right to call for a partition or division of such Liquidating Trust Assets or to require an accounting, except as specifically provided herein. 7.3 Ownership of Beneficial Interests Hereunder. Each Trust Beneficiary shall own a beneficial interest in the Liquidating Trust equal in proportion to the Pro Rata share of such Trust Beneficiary s Allowed Claim in accordance with the Plan. 7.4 Evidence of Beneficial Interest. Ownership of a beneficial interest in the Liquidating Trust Assets shall not be evidenced by any certificate, security, or receipt or in any other form or manner whatsoever, except as maintained on the books and records of the Liquidating Trust by the Liquidating Trustee. 7.5 Limitation on Transferability. It is understood and agreed that the beneficial interests in the Liquidating Trust shall be assignable during the term of this Agreement only upon compliance with the notice provisions included herein, or by operation of law. A voluntary assignment shall not be effective until appropriate notification and proof thereof is submitted to the Liquidating Trustee and a fee of $250 is paid to the Liquidating Trust. Until then, the Liquidating Trustee may continue to pay all amounts to or for the benefit of the assigning Trust 10 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 95 of 171

96 Beneficiaries to such Trust Beneficiaries. An assignment (whether voluntary or by operation of law) shall not be effective until appropriate notification and proof thereof is submitted to the Liquidating Trustee, and the Liquidating Trustee may continue to pay all amounts to or for the benefit of the assigning Trust Beneficiaries until receipt of proper notification and proof of assignment by operation of law. The Liquidating Trustee may rely upon such proof without the requirement of any further investigation. DOCS_SF: /002 ARTICLE VIII THIRD PARTY RIGHTS AND LIMITATION OF LIABILITY 8.1 Parties Dealing With the Liquidating Trustee. In the absence of actual knowledge to the contrary, any person dealing with the Liquidating Trust or the Liquidating Trustee shall be entitled to rely on the authority of the Liquidating Trustee or any of the Liquidating Trustee s agents to act in connection with the Liquidating Trust Assets. No person or entity which may deal with the Liquidating Trustee shall have any obligation to inquire into the validity or expediency or propriety of any transaction by the Liquidating Trustee or any agent of the Liquidating Trustee. 8.2 Liquidating Trustee s Liability. In exercising the rights granted herein, the Liquidating Trustee shall exercise his/her best judgment, to the end that the affairs of the Liquidating Trust shall be properly managed and the interests of all the Trust Beneficiaries and the Debtor are safeguarded. ARTICLE IX SELECTION, REMOVAL AND COMPENSATION OF LIQUIDATING TRUSTEE 9.1 Initial Liquidating Trustee. The initial Liquidating Trustee shall be Randy Sugarman. 9.2 Term of Service. The Liquidating Trustee shall serve until (a) the completion of all the Liquidating Trustee s duties, responsibilities and obligations under this Agreement and the Plan; (b) termination of the Liquidating Trustee in accordance with this Agreement; or (c) the Liquidating Trustee s death, resignation or removal. 9.3 Removal of a Liquidating Trustee. Any person serving as Liquidating Trustee may be removed at any time by an order of the Bankruptcy Court on notice to the Liquidating Trustee and the Liquidating Trust Board, and a determination by the Bankruptcy Court that such removal is appropriate upon a showing of good cause. The removal shall be effective on the date specified in the order. 9.4 Resignation of Liquidating Trustee. The Liquidating Trustee may resign at any time by giving the Trust Beneficiaries and Liquidating Trust Board at least ninety (90) days written notice of his or her intention to do so. In the event of a resignation, the resigning Liquidating Trustee shall render to the Trust Beneficiaries a full and complete accounting of monies and Liquidating Trust Assets received, disbursed, and held during the term of office of that Liquidating Trustee. The resignation shall be effective on the later to occur of: (i) the date specified in the notice; or (ii) the appointment of a successor by the Liquidating Trust Board and the acceptance by such successor of such appointment; provided, that if a successor Liquidating 11 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 96 of 171

97 Trustee is not appointed or does not accept his or her appointment within ninety (90) days following delivery of notice of resignation, the resigning Liquidating Trustee may petition the Bankruptcy Court for the appointment of a successor Liquidating Trustee. 9.5 Appointment of Successor Liquidating Trustee. Upon the resignation, death, incapacity, or removal of a Liquidating Trustee, the Liquidating Trust Board shall nominate a successor Liquidating Trustee to fill the vacancy so created, who shall be appointed by the Bankruptcy Court as provided in Section 6.1 of the Plan. Any successor Liquidating Trustee so appointed shall consent to and accept in writing the terms of this Agreement and agrees that the provisions of this Agreement shall be binding upon and inure to the benefit of the successor Liquidating Trustee. 9.6 Powers and Duties of Successor Liquidating Trustee. A successor Liquidating Trustee shall have all the rights, privileges, powers, and duties of his or her predecessor under this Agreement and the Plan. Notwithstanding anything to the contrary herein, a removed or resigning Liquidating Trustee shall, when requested in writing by the successor Liquidating Trustee, execute and deliver an instrument or, instruments conveying and transferring to such successor Liquidating Trustee under the Liquidating Trust Agreement all the estates, properties, rights, powers, and trusts of such predecessor Liquidating Trustee. 9.7 Liquidating Trust Continuance. The death, resignation or removal of the Liquidating Trustee shall not terminate the Liquidating Trust or revoke any existing agency created pursuant to this Agreement or invalidate any action theretofore taken by the Liquidating Trustee. In the event that a successor Liquidating Trustee is not appointed within thirty (30) days of when required under this Agreement, any Beneficiary may apply to the Bankruptcy Court for appointment of a successor Liquidating Trustee upon notice to the Liquidating Trust Board. 9.8 Compensation and Costs of Administration. The Liquidating Trustee shall receive fair and reasonable compensation for his/her services in accordance with her customary rates, subject to Section 5.4 of this Agreement and Section 6.2 of the Plan. 9.9 Annual Reporting and Filing Requirements Within 60 days after the end of each calendar year, the Liquidating Trustee shall furnish a report to the Liquidating Trust Board of all Liquidating Trust Assets received by the Liquidating Trust, all Liquidating Trust Assets disbursed to Trust Beneficiaries, all Liquidating Trust Assets disbursed for professional fees and costs of administering the Liquidating Trust (including compensation paid to the Liquidating Trustee), and all Liquidating Trust Assets held by the Liquidating Trust during the preceding calendar year. The Liquidating Trustee s report will be available and provided to any Trust Beneficiary upon written request The Liquidating Trustee shall file tax returns for the Liquidating Trust as a grantor trust pursuant to Treasury Regulation Section (a) and any other applicable laws or regulations. The Liquidating Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Liquidating Trustee s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement. DOCS_SF: / Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 97 of 171

98 9.9.3 The tax returns filed by the Liquidating Trustee shall report all Liquidating Trust earnings (including Liquidating Trust earnings retained as a Disputed Claim Reserve) for the taxable year being reported Confidentiality. The Liquidating Trustee shall, while serving as Liquidating Trustee under this Agreement and for a period of twelve (12) months following the termination of this Agreement or following his/her removal or resignation hereunder, hold strictly confidential and not use for personal gain any material, non-public information of or pertaining to any entity to which any of the Liquidating Trust Assets relate or of which he has become aware in his/her capacity as Liquidating Trustee. ARTICLE X MAINTENANCE OF RECORDS 10.1 The Liquidating Trustee shall maintain books and records containing a description of all property from time to time constituting the Liquidating Trust Assets and an accounting of all receipts and disbursements. Upon thirty (30) clays prior written notice delivered to the Liquidating Trustee, said books and records shall be open to inspection by any Trust Beneficiary at any reasonable time during normal business hours; provided that, if so requested, such Trust Beneficiary shall have entered into a confidentiality agreement satisfactory in form and substance to the Liquidating Trustee. The Liquidating Trustee shall furnish to any Trust Beneficiary upon written request an annual statement of receipts and disbursements of the Liquidating Trust. Such books and records may be destroyed without further notice to parties or approval of the Bankruptcy Court five (5) years after the final report to the Bankruptcy Court has been rendered by the Liquidating Trustee (unless such records and documents are necessary to fulfill the Liquidating Trustee s obligations pursuant to this Agreement). ARTICLE XI DURATION OF LIQUIDATING TRUST 11.1 Duration. The Liquidating Trust shall become effective upon the Effective Date of the Plan. Thereupon, this Agreement shall remain and continue in full force and effect until the Liquidating Trust is terminated in accordance with the provisions of this Agreement and the Plan Termination of the Liquidating Trust. The duties, responsibilities and powers of the Liquidating Trustee (and the Liquidating Trust) shall terminate on the earlier of (i) full resolution of all Liquidating Trust Assets transferred to the Liquidating Trust, distribution of the Liquidating Trust Assets and the net proceeds thereof in accordance with the Plan and the Liquidating Trust Agreement, or (ii) upon the satisfaction of or reservation for of all Allowed Administrative Claims, Priority Tax Claims, Class 1 Priority Claims, and Class 2 through 6 Claims in accordance with the Plan. At such time, the Liquidating Trustee shall promptly file a Motion for Final Decree with the Bankruptcy Court. Upon entry of the Final Decree, except as set forth in Section 11.3 below, the Liquidating Trustee shall be discharged from his position as Liquidating Trustee and from all further duties, obligations and responsibilities under the Plan. DOCS_SF: / Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 98 of 171

99 11.3 Continuance of Liquidating Trust for Winding Up. After the termination of the Liquidating Trust and for the purpose of liquidating and winding up the affairs of the Liquidating Trust, the Liquidating Trustee shall continue to act as such until his duties have been fully performed, including, without limitation, such post-distribution tasks as necessary to windup the affairs of the Liquidating Trust. After the termination of the Liquidating Trust, the Liquidating Trustee shall retain for a period of five (5) years the books, records, Beneficiary lists, and certificates and other documents and files which shall have been delivered to or created by the Liquidating Trustee. At the Liquidating Trustee s discretion, all of such records and documents may, but need not, be destroyed at any time after five (5) years from the completion and winding up of the affairs of the Liquidating Trust. Except as otherwise specifically provided herein, upon the discharge of all liabilities of the Liquidating Trust and final distribution of the Liquidating Trust, the Liquidating Trustee shall have no further duties or obligations hereunder. The Liquidating Trustee may pay in advance from the assets of the Liquidating Trust all costs of document management. ARTICLE XII MISCELLANEOUS 12.1 Preservation of Privilege. In connection with the rights, claims, and Causes of Action that constitute the Liquidating Trust Assets, any attorney-client privilege, work product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Liquidating Trust pursuant to the terms of the Plan or otherwise shall vest in the Liquidating Trustee and his representatives, and the Debtors, the Debtor, the Plan Proponents and the Liquidating Trustee are authorized to take all necessary actions to effectuate the transfer of such privileges, as necessary Notices. Any notice or other communication which may be or is required to be given, served, or sent to the Liquidating Trust or the Liquidating Trust Board, as applicable, shall be in writing and shall be sent by Federal Express and , or transmitted by hand delivery, addressed as follows: If to the Liquidating Trust: [INFO] With a copy to: [INFO] If to the Liquidating Trust Board: DOCS_SF: / Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 99 of 171

100 With copy to: Pachulski Stang Ziehl & Jones LLP 150 California Street, 15th Floor San Francisco, California Fax: (415) Attn: John D. Fiero, Esq No Bond. Notwithstanding any state law to the contrary, the Liquidating Trustee (including any successor) shall be exempt from giving any bond or other security in any jurisdiction Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of law Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or understanding of this Agreement or any provision hereof No Execution. All funds in the Liquidating Trust shall be deemed in custodia legis until such times as the funds have actually been paid to or for the benefit of a Beneficiary, and no Beneficiary or any other Person can execute upon, garnish or attach the Liquidating Trust Assets or the Liquidating Trust in any manner or compel payment from the Liquidating Trust except by Final Order of the Bankruptcy Court. Payment will be solely governed by this Agreement and the Plan Intention of Parties to Establish Grantor Liquidating Trust. This Agreement is intended to create a grantor trust for United States federal income tax purposes and, to the extent provided by law, shall be governed and construed in all respects as such a grantor trust Amendment. This Agreement may be amended at any time by written agreement of the majority of the members of the Liquidating Trust Board, or by order of the Bankruptcy Court after motion by the Liquidating Trustee Severability. If any term, provision covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants DOCS_SF: / Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 100 of 171

101 and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated Counterparts and Facsimile Signatures. This Agreement (or any amendment thereto) may be executed in counterparts and a facsimile or other electronic form of signature shall be of the same force and effect as an original. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above. NEWZOOM, INC. By: Name: John Lawerence Title: Its Chief Executive Officer LIQUIDATING TRUSTEE By: Name: Andrew Hinkelman DOCS_SF: / Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 101 of 171

102 1 2 EXHIBIT E Exit Facility Loan Documents Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 102 of 171

103 JD Draft 11/09/15 SENIOR SECURED TERM LOAN AGREEMENT THIS SENIOR SECURED TERM LOAN AGREEMENT (as hereafter amended, restated, supplemented or otherwise modified from time to time, this Agreement ) dated as of [ ], 2015 between NewZoom, Inc., a California corporation as reorganized pursuant to and in accordance with the Confirmation Order and Acceptable Plan of Reorganization referred to below (the Borrower ), and MIHI LLC (the Lender ). RECITALS: WHEREAS, on September 10, 2015 (the Petition Date ), the Borrower commenced Chapter 11 Case No (the Chapter 11 Case ) by filing a voluntary petition for relief under the Bankruptcy Code (as defined below) with the United States Bankruptcy Court for the Northern District of California, San Francisco Division (the Court ). WHEREAS, from and after the Petition Date, the Borrower continued to operate its business and manage its property as a debtor and a debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. WHEREAS, the Lender provided the Borrower a senior secured, super-priority debtor-inpossession term loan credit facility (the DIP Facility ) pursuant to that certain Senior Secured, Super Priority Debtor-in-Possession Credit Agreement dated as of September 11, 2015 (as amended, the DIP Agreement ) among the Borrower, the Lender and Wells Fargo Bank, N.A., as agent, to fund the working capital requirements and other financing needs of the Borrower during the pendency of the Chapter 11 Case, as approved pursuant to an order of the Court entered on September 11, 2015 (the Preliminary Order ) and a subsequent order of the Court entered on October 15, 2015 (the Final Order ) (all obligations and liabilities owing by the Borrower, its Subsidiaries and Affiliates (as such terms are defined below) to the Lender under and in connection with the DIP Facility (including the Obligations under and as defined in the DIP Agreement) being referred to herein as the DIP Obligations ). WHEREAS, pursuant to the Chapter 11 Case and the DIP Agreement, the Borrower filed a Disclosure Statement setting forth an Acceptable Plan of Reorganization (as such terms are in each case defined in the DIP Agreement), which Acceptable Plan of Reorganization was approved and confirmed by an order of the Court entered on [, 2015] (the Confirmation Order ), and which Acceptable Plan of Reorganization is to become effective as of the date hereof (the Effective Date ) in accordance with and on the terms set forth in the Acceptable Plan of Reorganization and the Confirmation Order (references herein and in the other Loan Documents to the Acceptable Plan of Reorganization and the Confirmation Order shall, in each case, be deemed to refer to such documents as in effect as of the date of the Confirmation Order without amendment, supplement or other modification thereto except as shall have been expressly agreed to by the Lender); WHEREAS, the Borrower has requested the Lender to, and subject to the terms and conditions set forth herein, in the other Loan Documents (as defined below), in the Acceptable Plan of Reorganization and in the Confirmation Order, the Lender has agreed to, enter into this NAI v4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 103 of 171

104 Agreement and to provide a senior secured term loan to the Borrower on the date hereof to facilitate, in part, the effectiveness of the Acceptable Plan of Reorganization by facilitating the repayment of the DIP Obligations; WHEREAS, in order to secure the full prompt and complete repayment of the Obligations (as defined below) and the performance undertakings of the Borrower and certain of its Subsidiaries and Affiliates under the Loan Documents, the Borrower and such Subsidiaries and Affiliates have entered into (and may hereafter be required to enter into) the Security Agreement and certain other Security Documents (as such terms are defined below), pursuant to which the Borrower and such Subsidiaries and Affiliates have granted (or shall grant) to the Lender security interests and liens on substantially all of their respective assets; ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, each term defined above has the meaning indicated above and the following terms have the meanings specified below: Acceptable Plan of Reorganization has the meaning assigned to such term in the DIP Agreement. Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; it being agreed that in no event shall the Lender or any of its Affiliates (other than the Borrower, its Subsidiaries and the Guarantors) be deemed to be an Affiliate of the Borrower, any of its Subsidiaries or any of the Guarantors. Asset Sale means the sale, lease, transfer or other disposition (including by means of sale and lease-back transactions, by means of mergers, consolidations, amalgamations and liquidations of a corporation, partnership or limited liability company of the interests therein of the Borrower, any Subsidiary or any Guarantor, as a result of any Event of Loss of the Borrower s, any Subsidiary's or any Guarantor s respective assets; provided that the term Asset Sale specifically excludes any sales, transfers or other dispositions of inventory in the ordinary course of business. Automated Retail Machine means an automated retail machine for sale to, or use (whether by lease or otherwise) by, a customer of the Borrower or any Subsidiary. Bankruptcy Code means shall mean the United States Bankruptcy Code, Title 11 of United States Code (11 U.S.C. 101, et seq.), together with the rules promulgated thereunder, in each case, as amended. Board means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority. Borrower has the meaning assigned to such term in the Preamble hereto. NAI v4 2 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 104 of 171

105 Business Day means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. Change in Law means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement, or (c) compliance by the Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. Claims means any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys, accountants, consultants or paralegals fees and expenses), whether arising under or in connection with the Loan Documents or any transaction contemplated thereby, any applicable law, or otherwise, that may now or hereafter be suffered or incurred by a Person and whether suffered or incurred in or as a result of any investigation, litigation, arbitration or judicial or non-judicial proceeding, or any appeal related thereto. Closing Date means the date on which the conditions specified in Section 6.01 are satisfied. Closing Fee has the meaning assigned to such term in Section Code means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute and the regulations promulgated and the rulings issued thereunder. Section references to the Code are to the Code as in effect at the Closing Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor. Collateral means the Borrower s and any other Person s now owned and hereafter acquired rights, title and interests in, to and under any property in which Liens have been, purported to have been, or are required to be, granted to the Lender from time to time pursuant to the Loan Documents, the Security Agreement, any of the other Security Documents or otherwise as collateral security for the Obligations. Commodities Hedge Agreement means a commodities contract purchased by the Borrower or any of its Subsidiaries in the ordinary course of business, and not for speculative purposes, with respect to raw materials necessary to the manufacturing or production of goods in connection with the business of the Borrower, its Subsidiaries and/or any Guarantor. Confirmation Order has the meaning assigned to such term in the fourth Recital hereof. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more of the equity interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to control such other Person. Controlling and Controlled have meanings correlative thereto. NAI v4 3 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 105 of 171

106 Default means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. Default Rate means, for any day, 8.50%. DIP Agreement has the meaning assigned to such term in the third Recital hereof. DIP Obligations has the meaning assigned to such term in the third Recital hereof. dollars or $ refers to lawful money of the United States of America. Effective Date has the meaning assigned to such term in the fourth Recital hereof. Environmental Claims means any and all global, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such law, including, without limitation, (i) any and all Claims by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the storage, treatment or release of any hazardous materials or arising from alleged injury or threat of injury to health, safety or the environment. Environmental Law means any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect and in each case as amended, and any binding and enforceable judicial or global interpretation thereof, including any judicial or global order, consent, decree or judgment issued to or rendered against the Borrower, any of its Subsidiaries or any Guarantor relating to the environment, employee health and safety or Hazardous Materials, including, without limitation, Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C et seq.; Resource Conservation and Recovery Act, 42 U.S.C et seq.; the Federal Water Pollution Control Act, 33 U.S.C et seq.; the Clean Air Act, 42 U.S.C et seq.; the Safe Drinking Water Act, 42 U.S.C. 300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C et seq., the Hazardous Material Transportation Act, 49 U.S.C et seq. and the Occupational Safety and Health Act, 29 U.S.C. 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and any state and local or foreign counterparts or equivalents, in each case as amended from time to time. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the Closing Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor. ERISA Affiliate means each Person (as defined in Section 3(9) of ERISA), which together with the Borrower or a Subsidiary of the Borrower, would be deemed to be a single NAI v4 4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 106 of 171

107 employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(i) of ERISA. ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan. ERISA Plan means any Pension Plan or Multiemployer Plan. Event of Default has the meaning assigned to such term in Section Event of Loss means, with respect to any property, (i) the actual or constructive total loss of such property or the use thereof, resulting from destruction, damage beyond repair, or the rendition of such property permanently unfit for normal use from any casualty or similar occurrence whatsoever or (ii) the condemnation, confiscation or seizure of, requisition of title to or use of, any property. Excepted Liens means, with respect to any Collateral: (a) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action as to which the stay pursuant to the Chapter 11 Case is effective; (b) Liens in connection with workers compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action; (c) statutory landlord s liens, operators, vendors, carriers, warehousemen s, repairmen s, mechanics, suppliers, workers, materialmen s, construction or other like Liens arising by operation of law in the ordinary course of business each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action; (d) Liens arising solely by virtue of any statutory or common law provision relating to banker s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution; provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by Borrower, any NAI v4 5 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 107 of 171

108 Subsidiary or any Guarantor to provide collateral to the depository institution; (e) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any property of the Borrower, any Subsidiary or any Guarantor for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such property for the purposes of which such property is held by the Borrower or materially impair the value of such property subject thereto; (f) Liens in favor of the Lender securing the Obligations; (g) liens securing purchase money or capitalized lease obligations to the extent attaching solely to and secured solely by, the asset acquired therewith, securing only the purchase of such asset and attaching at the time of acquisition of such asset; (h) Liens existing on the Closing Date (and not satisfied on or prior to the Effective Date pursuant to the Confirmation Order and the Acceptable Plan of Reorganization) and set forth on Schedule I hereto and (i) such other liens as are consented to in writing by the Lender at the time of the creation or imposition thereof. Financial Statements means the consolidated balance sheets, statements of operations, statements of cash flows and statements of changes in shareholder s equity of the Borrower, its Subsidiaries and the Guarantors for the period specified prepared in accordance with GAAP consistently applied (except, in the case of interim financial statements, for the absence of footnotes and annual adjustments); it being agreed that with respect to annual financial statements for a fiscal year then ended, such financial statements shall (unless otherwise agreed to by the Lender) be audited by an accounting firm acceptable to the Lender and be accompanied by an unqualified report and opinion of such accounting firm certifying that such financial statements have been prepared in accordance with generally accepted auditing standards and fairly present the financial condition of the companies covered thereunder. Full Payment or Payment in Full or Pay in Full or Paid in Full means the date following the termination or expiration of this Agreement upon which the Obligations are indefeasibly paid in full in cash (or if such Obligations are inchoate or contingent in nature, cash collateralized to the satisfaction of the Lender). GAAP means generally accepted accounting principles in the United States of America as in effect from time to time. Governmental Authority means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. Governmental Requirement means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental Authority, including any such Governmental Requirement relating to offshore drilling. NAI v4 6 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 108 of 171

109 Guarantor means any Person that guaranties or is required to guaranty the Obligations. Guaranty Obligations means as to any Person (without duplication) any obligation of such Person guaranteeing any Indebtedness ( Primary Indebtedness ) of any other Person (the Primary Obligor ) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such Primary Indebtedness or any property constituting direct or indirect security therefor, (ii) to advance or supply funds for the purchase or payment of any such Primary Indebtedness or to maintain working capital or equity capital of the Primary Obligor or otherwise to maintain the net worth or solvency of the Primary Obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Primary Indebtedness of the ability of the Primary Obligor to make payment of such Primary Indebtedness, or (iv) otherwise to assure or hold harmless the owner of such Primary Indebtedness against loss in respect thereof; provided, however, that the definition of Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Primary Indebtedness in respect of which such Guaranty Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder). Hedge Agreement means (i) any interest rate swap agreement, any interest rate cap agreement, any interest rate collar agreement or other similar interest rate management agreement or arrangement, (ii) any currency swap or option agreement, foreign exchange contract, forward currency purchase agreement or similar currency management agreement or arrangement or (iii) any Commodities Hedge Agreement. Highest Lawful Rate means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Loan or on other Obligations under laws applicable to the Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof. Indebtedness means, for any Person (without duplication): (i) all indebtedness of such Person for borrowed money; (ii) all bonds, notes, debentures and similar debt securities of such Person; (iii) the deferred purchase price of capital assets or services that in accordance with GAAP would be shown on the liability side of the balance sheet of such Person; (iv) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder and not repaid; (v) all obligations, contingent or otherwise, of such Person in respect of bankers acceptances; (vi) all indebtedness of another Person secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed; (vii) all lease obligations which under GAAP should be capitalized; (viii) the present value, determined on the basis of the implicit interest rate, of all basic rental obligations under all Synthetic Leases of such Person; (ix) all obligations of such Person with respect to asset securitization financing; (x) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations; (xi) all net obligations of such Person under Hedge Agreements; (xii) the full outstanding NAI v4 7 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 109 of 171

110 balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject to potential recourse, if sold with limited recourse), other than in any such case any thereof sold solely for purposes of collection of delinquent accounts; and (xiii) all Guaranty Obligations of such Person; provided, however, that (y) neither trade payables, deferred revenue, taxes nor other similar accrued expenses, in each case arising in the ordinary course of business, shall constitute Indebtedness; and (z) the Indebtedness of any Person shall in any event include (without duplication) the Indebtedness of any other entity (including any general partnership in which such Person is a general partner) to the extent such Person is liable thereon as a result of such Person s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide expressly that such Person is not liable thereon. Indemnified Taxes means, with respect to any Person, Taxes owing by or imposed on such Person other than Taxes imposed on (or measured by) such Person s net income or profits (however denominated) and franchise taxes imposed on it by the United States of America. Insolvency Proceeding means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its property; or (c) an assignment or trust mortgage for the benefit of creditors. Landlord s Agreement means a landlord s waiver or mortgagee s waiver, each in form and substance reasonably satisfactory to the Lender, and providing, among other things, for waiver or subordination of Lien, certain notices and opportunity to cure and access to Collateral, delivered by the Borrower or a Guarantor in connection with this Agreement, as the same may from time to time be amended, restated or otherwise modified. Lender has the meaning assigned to such term in the Preamble hereto. Lien means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. Loan has the meaning assigned to such term in Section Loan Documents means this Agreement, the Notes, the Security Agreement, the Security Documents, any guaranty of the Obligations, the Acceptable Plan of Reorganization, the Confirmation Order and any other agreement, instrument or document executed by the Borrower, any of its Subsidiaries or any Guarantor in connection with any of the foregoing. Material Adverse Change means a material adverse change in, or material adverse effect on, (a) the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower and the Guarantors, take as a whole, (b) the ability of the Borrower, any Subsidiary or any Guarantor to perform any of its respective payment or other material NAI v4 8 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 110 of 171

111 obligations under the Loan Documents, (c) the validity or enforceability of any Loan Document or (d) the rights and remedies of or benefits available to the Lender under the Loan Documents. Maturity Date means the earliest to occur of (a) December 31, 2018 (the Scheduled Maturity Date ), (b) the date on which all of the Obligations have been Paid in Full and (c) the date on which the Obligations are accelerated pursuant to Section Multiemployer Plan means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. Note has the meaning assigned to such term in Section Obligations means (a) all principal, interest, fees (including the Closing Fee), expenses and other amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description (including pursuant to Section 3.03(c)), and at any time existing, owing by the Borrower and the Guarantors to the Lender pursuant to the terms of this Agreement or any other Loan Documents (including, but not limited to, interest and fees that accrue after the commencement by or against the Borrower or any such Guarantor of any Insolvency Proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code) and (b) all renewals, extensions and/or rearrangements of any of the above. Organizational Documents means, with respect to any Person (other than an individual), such Person s Articles (Certificate) of Incorporation, or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and, in the case of any partnership, includes any partnership agreement and any amendments to any of the foregoing, and, in the case of any limited liability company, includes any limited liability company agreement or operating agreement and any amendments to any of the foregoing. Other Taxes means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and any other Loan Document. Pension Plan means any employee pension benefit plan (including a Multiple Employer Plan but not including a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code. Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. Regulation T, Regulation U, and Regulation X, means, respectively, Regulation D, T, U or X of the Board as from time to time in effect and any successor to all or a portion of such regulation. NAI v4 9 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 111 of 171

112 Reportable Event means an event described in Section 4043 of ERISA or the regulations thereunder with respect to an ERISA Plan, other than those events as to which the notice requirement is waived under subsection.22,.23,.25,.27,.28,.29,.30,.31,.32,.34,.35,.62,.63,.64,.65 or.67 of PBGC Regulation Section Responsible Officer means, as to any Person, the president, chief financial officer, principal accounting officer, treasurer or controller of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower. Restricted Payment means any amount paid by the Borrower, any of its Subsidiaries or any Guarantor (i) as a dividend, payment or distribution on, or for the redemption, repurchase or retirement of, any equity interest of the Borrower, any Subsidiary, any Guarantor or any Affiliate of any of the foregoing (including any capital stock, membership interest, partnership interest or any similar interest or any warrant, option, stock appreciation right or other right to acquire any of the foregoing) or (ii) in repayment, redemption, retirement, repurchase, direct or indirect, of any Subordinated Indebtedness. Restrictive Agreement means an agreement (other than a Loan Document) that conditions or restricts the right of the Borrower, any of its Subsidiaries or any Guarantor to incur or repay borrowed money, to grant Liens on any assets, to declare or make distributions, to modify, extend or renew any agreement evidencing borrowed money, or to repay any intercompany Indebtedness, in each case, other than (i) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness or capital leases so long as such restrictions or conditions apply only to the property or assets securing such Indebtedness or (ii) customary provisions in leases and other contracts restricting the assignment thereof. Scheduled Maturity Date has the meaning set forth in the definition of Maturity Date. Security Agreement means the Pledge and Security Agreement, dated as of the Closing Date among the Borrower, each Guarantor and the Lender, as the same may be amended, restated, supplemented or otherwise modified from time to time. Security Documents means the Security Agreement, any other security agreements, any mortgage or deeds of trust on any real property, all Landlord s Agreements, any UCC financing statement, any deposit account control agreement and any other document pursuant to which any Lien is granted or perfected (or executed with the intent to grant or perfect) by the Borrower, any of its Subsidiaries or any Guarantor to the Lender as security for any of the Obligations. Subordinated Indebtedness means Indebtedness for borrowed money of the Borrower, any Subsidiary or any Guarantor which by its terms is junior and subordinate to (i) Full Payment of all Obligations and/or (ii) the Liens granted to the Lender under the Loan Documents. Subsidiary of any Person means (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (ii) any partnership, limited liability company, association, joint venture or other entity in NAI v4 10 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 112 of 171

113 which such Person directly or indirectly through Subsidiaries, owns more than 50% of the equity interests of such Person having ordinary voting power or in which such Person, one or more other Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, has the power to direct the policies, management and affairs thereof. Unless otherwise expressly provided, all references herein to Subsidiary shall mean a Subsidiary of the Borrower. Synthetic Lease means any lease (i) that is accounted for by the lessee as an operating lease in accordance with GAAP and (ii) under which, the lessee is intended to be the owner of the leased property for federal income tax purposes. Taxes means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. UCC means the Uniform Commercial Code as in effect from time to time. Unless otherwise specified, the UCC shall refer to the UCC as in effect in the State of New York. United States and U.S. each means United States of America. Section 1.02 Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to 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. The words include, includes and including as used in this Agreement shall be deemed to be followed by the phrase without limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person s successors and assigns (subject to the restrictions contained in the Loan Documents), (d) the words herein, hereof and hereunder, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof (e) with respect to the determination of any time period, the word from means from and including and the word to means to and including and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision. Section 1.03 Accounting Terms. Except as otherwise specifically provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time Section 1.04 Other Defined Terms. Terms not otherwise defined herein which are defined in the Uniform Commercial Code as in effect in the State of New York (the UCC ) NAI v4 11 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 113 of 171

114 shall have the meanings given them in the UCC; provided that no change in the UCC after the date hereof shall have the effect of reducing or limiting the types of Collateral granted to the Lender under the Security Agreement and the other Security Documents. ARTICLE II THE LOAN Section 2.01 Generally. Subject to the terms and conditions set forth herein, the Lender hereby agrees to make a one-time, fully-funded term loan in the aggregate principal amount of $[4,500,000] (the Loan ) to the Borrower on the Closing Date, the proceeds of which are to be used solely to refinance the DIP Obligations and to pay the fees (including the Closing Fee) and expenses of Lender incurred in connection with the preparation, negotiation, execution and delivery of the Loan Documents, including without limitation, the fees and expenses of counsel to the Lender. Section 2.02 Note; Evidence of Indebtedness. At the Lender s request, the Borrower will execute and deliver to the Lender a promissory note (a Note ) in the form attached hereto as Exhibit A to evidence the Obligations. The Lender s record of the outstanding principal amount of the Loan and the interest accrued thereon will be prima facie evidence of the existence and amounts of the Obligations recorded therein; provided, that the failure of the Lender to maintain such a record or any error (other than manifest error) therein shall not in any manner affect the obligation of the Borrower to repay or prepay the Loan or the other Obligations in accordance with the terms of this Agreement. Section 2.03 Closing Fee. On the Closing Date, the Borrower hereby agrees to pay (as set forth below) to the Lender a fee (the Closing Fee ) in an amount equal to 1.5% of the original principal balance of the Loan on the Closing Date, which fee shall be fully earned, be non-refundable and shall be due and payable on the Closing Date. ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST Section 3.01 Repayment. The Loan shall mature and be immediately due and payable on the Maturity Date (howsoever occurring, including the occurrence of the Scheduled Maturity Date, the prepayment of the outstanding principal balance of the Loan or the acceleration of the Obligations upon the occurrence of an Event of Default or otherwise), and notwithstanding anything to the contrary herein or in any other agreement, the Borrower hereby unconditionally promises to pay to the Lender the then unpaid outstanding principal amount of the Loan, all accrued and unpaid interest, costs, fees and expenses and any other outstanding Obligations hereunder on the Maturity Date. Section 3.02 Interest. (a) at 6.50% per annum. Loan. Except as provided in Section 3.02(b), the Loan shall bear interest (b) Default Interest. Upon the occurrence and during the continuance of an Event of Default, if so elected by the Lender (and to the extent of such election) by giving notice NAI v4 12 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 114 of 171

115 thereof to the Borrower, the outstanding principal balance of the Loan and any other Obligations which are due and payable shall bear interest at the Default Rate. (c) Interest Payment Dates. Accrued interest on the Loan shall be payable in cash, in arrears, on the first day of each calendar quarter, commencing on January 1, 2015; provided that any accrued and unpaid interest outstanding after the Maturity Date shall be payable on demand. (d) Interest Rate Computations. All interest hereunder shall be computed on the basis of a year of 360 days and the actual number of days elapsed. Section 3.03 Prepayments. (a) Optional Prepayments. Upon one Business Days prior written notice from the Borrower to the Lender, the Borrower may prepay in cash all or any portion of the Loan prior to the Maturity Date, without penalty or premium (other than as set forth in Section 3.03(c)). (b) Mandatory Prepayments. In addition to payments required pursuant to Section 3.01, if so required by the Lender, upon the receipt by the Borrower of cash proceeds from any of the following events (net of reasonable fees and out-of-pocket expenses paid to third parties other than an Affiliate of the Borrower in connection with such event determined reasonably and in good faith by a financial officer of the Borrower, but subject to the reasonable approval of the Lender): any Asset Sales, litigation or other legal recovery or settlement or tax refund, the Borrower shall make a mandatory prepayment of the Loan within three days after receiving such cash proceeds in an amount equal to 100% of such net cash proceeds. (c) Breakage Compensation; Other Amounts Payable on Prepayments. The Borrower shall compensate the Lender upon the Lender s written request therefor, for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss, cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to make any Loan) which the Lender may sustain in connection with any of the following: (i) if any prepayment of any Loan is not made on any date specified in a notice of prepayment given by the Borrower, (ii) the repayment of the Loans on any date other than the Maturity Date, or (iii) as a consequence of any other default by the Borrower to repay or prepay the Loans when required by the terms of this Agreement. The written request of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section 3.03(c) shall be delivered to the Borrower and shall be conclusive absent manifest error. Any payments pursuant to Sections 3.03(a) or (b) shall be accompanied by all accrued and unpaid interest on the Loans and any amounts required to be paid pursuant to the first sentence of this Section 3.03(c). (d) No Reborrowings. Any payments made and applied to the outstanding principal balance of the Loan may not be reborrowed. Section 3.04 Payments by the Borrower. The Borrower shall make each cash payment required to be made by it hereunder (whether of principal, interest, or fees, or otherwise) prior to 2:00 p.m. (New York time), on the date when due, in immediately available funds, without NAI v4 13 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 115 of 171

116 defense, deduction, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such cash payments shall be made to a bank account designated by the Lender from time to time. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All cash payments hereunder shall be in U.S. dollars in immediately available funds. Section 3.05 Application of Payments. Any and all payments received by the Lender may be applied and/or reapplied to the Obligations that are then due and payable in such order as the Lender may elect in its sole discretion. Section 4.01 Taxes. ARTICLE IV TAXES (a) Payments Free of Taxes. Any and all payments by or on account of any Obligation of the Borrower under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.01(a)), the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. (b) Indemnification by the Borrower. The Borrower shall indemnify the Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Lender on or with respect to any payment by or on account of any obligation of the Borrower or any Guarantor hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Lender as to the amount of such payment or liability under this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. ARTICLE V CONDITIONS PRECEDENT Section 5.01 Conditions Precedent to Effectiveness of Agreement. This Agreement and the obligation of the Lender to make the Loan hereunder shall not become effective until the date on which each of the following conditions is satisfied: (a) The Lender shall have received fully-executed counterparts of this Agreement and each other Loan Document, in each case, in form and substance satisfactory to it. NAI v4 14 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 116 of 171

117 (b) The Confirmation Order shall be in full force and effect and shall not have been reversed or modified, stayed, or subject to a motion to stay, (ii) the Lender shall have received a copy of the Confirmation Order, certified as true, correct and complete by the clerk of the Court, (iii) the Confirmation Order and the Acceptable Plan of Reorganization shall each be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent, (iv) all documents executed in connection with the implementation of the Acceptable Plan of Reorganization shall be in accordance with the Acceptable Plan of Reorganization and shall be in form and substance satisfactory to the Lender, (v) all motions and proposed orders to be filed with the Court in connection with this Agreement and the Acceptable Plan of Reorganization shall be in form and substance satisfactory to the Lender and (vi) all conditions precedent to the effectiveness of the Acceptable Plan of Reorganization shall have been satisfied or waived by the Lender, and the Effective Date and substantial consummation of the Acceptable Plan of Reorganization shall have occurred (or shall be deemed to have occurred simultaneously with the consummation hereof). (c) There shall not have occurred any event or circumstance that has resulted in or could reasonably be expected to result in a Material Adverse Change. (d) No Default shall have occurred and be existing or would result from the execution, delivery and performance of the Loan Documents or the transactions contemplated thereby. (e) All of the representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects on the date hereof (or with respect to any such representations and warranties qualified by materiality or material adverse effect, in all respects). (f) The Lender shall have received all pay-off and lien release documents relating to any Indebtedness or Liens (other than Excepted Liens) owing to or granted to any Person other than the Lender. (g) The Lender shall have received such other documents as the Lender may reasonably request, including those set forth on the List of Closing Documents set forth on Schedule II hereto. ARTICLE VI REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Lender that: Section 6.01 Organization; Powers. The Borrower, its Subsidiaries and the Guarantors are each duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite corporate power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to result in a Material Adverse Change. NAI v4 15 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 117 of 171

118 Section 6.02 Authority; Enforceability. The execution, delivery and performance by the Borrower, its Subsidiaries and the Guarantors of each of the Loan Documents to which it is a party are within its corporate powers and have been duly authorized by all necessary corporate limited liability company or partnership action, as applicable. Each Loan Document has been duly executed and delivered by the Borrower, its Subsidiaries and/or Guarantor party thereto and constitutes a legal, valid and binding obligation of the Borrower, such Subsidiary and/or such Guarantor, as applicable, party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Section 6.03 Approvals; No Conflicts. The execution, delivery and performance by the Borrower, any applicable Subsidiaries and/or any Guarantor of each of the Loan Documents to which they are parties (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority to be obtained or made by the Borrower, such Subsidiary and/or such Guarantor pursuant to any statute, rule or regulation applicable to it or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower, such Subsidiary and/or such Guarantor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to result in a Material Adverse Change or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or Organizational Documents of the Borrower, such Subsidiary and/or such Guarantor or any order of any Governmental Authority which is binding upon the Borrower, such Subsidiary and/or such Guarantor or its or their respective properties, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower, any such Subsidiary and/or any such Guarantor or in any case, or its or their properties, or give rise to a right thereunder to require any payment to be made by the Borrower, such Subsidiary and/or or any Guarantor, (d) will not violate or contravene the Acceptable Plan of Reorganization or the Confirmation Order, and (e) will not result in the creation or imposition of any Lien on any property of the Borrower, any Subsidiary or any Guarantor (other than the Liens created by the Loan Documents). Section 6.04 Litigation. Upon the Effective Date, and the making of all payments required to be made on such date pursuant to the Confirmation Order and the Acceptable Plan of Reorganization, there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower, any Subsidiary or any Guarantor. Section 6.05 Compliance with the Laws and Agreements; No Defaults. (a) The Borrower, its Subsidiaries and the Guarantors are each in compliance with all Governmental Requirements applicable to it or its property and all agreements and other instruments binding upon it or its property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its NAI v4 16 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 118 of 171

119 property and the conduct of its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change. (b) The Borrower, its Subsidiaries and the Guarantors are each in compliance with the Acceptable Plan of Reorganization and the Confirmation Order. (c) No Default has occurred and is continuing. Section 6.06 Investment Company Act. None of the Borrower, any of its Subsidiaries or any Guarantor is an investment company or a company controlled by an investment company, within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended. Section 6.07 Taxes. The Borrower, its Subsidiaries and the Guarantors have each timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower has set aside on its books adequate reserves in accordance with GAAP. No tax lien has been filed against the Borrower, any Subsidiary or any Guarantor in any public records, such as Uniform Commercial Code records and real property records. Section 6.08 Disclosure; No Material Misstatements. The Borrower has provided to the Lender all information reasonably requested of it for timely delivery prior to the Closing Date. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, if any, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time Section 6.09 Material Agreements. All material leases, licenses and agreements necessary for the conduct of the Borrower s, its Subsidiaries and the Guarantors respective business from and after the Closing Date are valid and subsisting, in full force and effect, and, subject to the payment of any cure payments in respect of the Bankruptcy Cases (as set forth in the Acceptable Plan of Reorganization and Confirmation Order) there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such agreement or agreements. Section 6.10 Use of Loan Proceeds. The Borrower shall use the proceeds of the Loan solely for the repayment and refinancing of the DIP Obligations owing to the Lender and to pay the fees (including the Closing Fee) and expenses of Lender incurred in connection with the preparation, negotiation, execution and delivery of the Loan Documents, including without limitation, the fees and expenses of counsel to the Lender. None of the Borrower, any Subsidiary or any Guarantor is engaged principally, or as one of its or its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of NAI v4 17 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 119 of 171

120 buying or carrying margin stock (within the meaning of Regulation T, U or X). No part of the proceeds of the Loan will be used for any purpose which violates the provisions of Regulations T, U or X. Section 6.11 Subsidiaries. Schedule III sets forth the full and correct name, jurisdiction of organization, and summary of issuance and ownership (by name of owner and percentage of ownership) of each class of capital stock or equity interest, including options, rights and warrants to acquire any such capital stock and/or equity interests (and whether or not such capital stock, equity interests, options, rights or warrants are certificated or uncertificated) of each Subsidiary of the Borrower. Section 6.12 Pension Plans. As of the Closing Date, neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan or Multiemployer Plan. ARTICLE VII AFFIRMATIVE COVENANTS Until the principal of and interest on the Loan and all fees payable hereunder and all other amounts payable under the Loan Documents shall have been Paid in Full, the Borrower covenants and agrees with the Lender that: Section 7.01 Reports. The Borrower will furnish to the Lender promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower, its Subsidiaries and/or the Guarantors (or any of them) or compliance with the terms of this Agreement or any other Loan Document, as the Lender may reasonably request (but including, whether or not so requested by the Lender, Financial Statements within thirty days after the end of each month (in the case of interim financial statements) and within 120 days after the end of each fiscal year (in the case of annual audited Financial Statements)). Section 7.02 Notices of Material Events. The Borrower will furnish to the Lender written notice within one Business Day after its knowledge of any of the following: (a) Section 9.01(f); (b) (c) Material Contract; the occurrence of any Default, including, without limitation, pursuant to the occurrence of any Prohibited Transaction or Reportable Event; the default under or termination (or threatened termination) of any (d) any proposed Asset Sale or the occurrence of any non-volitional Asset Sale, which shall specify the identity of the proposed purchaser, the terms of (or circumstances giving rise to) the Asset Sale and the expected date of closing thereof; (e) the formation of any Subsidiary or Affiliate of the Borrower having any material assets or liabilities (including ownership of equity interests of any Person which directly NAI v4 18 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 120 of 171

121 or indirectly has any material assets or liabilities) or proposing to carry on any business operations; (f) any violation of Environmental Law, or commencement or threatened commencement of an investigation relating thereto, that if adversely determined could reasonably be expected to result in an Environmental Claim in excess of $100,000; and (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Change. Section 7.03 Existence; Conduct of Business. The Borrower will and shall cause each of its Subsidiaries and the Guarantors to do, all things necessary to preserve, renew and keep in full force and effect their respective legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of their respective business and maintain, if necessary, its qualification to do business in each other jurisdiction in which the ownership of its properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Change. Section 7.04 Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries and Guarantors to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries and Guarantors to, permit any representatives designated by the Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested. Section 7.05 Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries and Guarantors to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including all Environmental Laws and ERISA), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change or to result in an Event of Default. Section 7.06 Maintenance of Property; Insurance. The Borrower shall, and shall cause its Subsidiaries and the Guarantors to, (i) keep and maintain their properties in good working condition, ordinary wear and tear excepted and (ii) keep in full force and effect, such liability, property, umbrella, D&O, E&O, terrorism, business interruption, cargo and other insurance coverage reasonably comparable to that maintained by businesses similar in size and scope to Borrower's, in each case, in such amounts, with such insurers and subject to such deductibles, retainages and exclusions as are reasonably acceptable to Lender, and all of which insurance. Section 7.07 Further Assurances. The Borrower at its sole expense will, and will cause each of its Subsidiaries and Guarantors to, promptly execute and deliver to the Lender all such other documents, agreements and instruments reasonably requested by the Lender to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of the Borrower, the Subsidiaries and/or the Guarantors (or any of them) in the Loan Documents or to further evidence and more fully describe the collateral intended as security for the Obligations, NAI v4 19 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 121 of 171

122 or to correct any omissions in this Agreement or the other Loan Documents, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens under applicable state law that have been created pursuant to this Agreement (including requiring control agreements with respect to deposit accounts and/or securities accounts) or any of the other Loan Documents or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the sole discretion of the Lender, in connection therewith. The Borrower hereby authorizes the Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral including a collateral description of all assets or all property of the Borrower. Section 7.08 Additional Loan Parties. Concurrently with the formation or acquisition of any additional Affiliate of the Borrower, the Borrower (at the Lender's request) shall (i) if such Affiliate is organized in the United States of America, cause such Affiliate to become a Guarantor (by executing a guaranty in the form of that attached hereto as Exhibit B (or a joinder thereto to be in form and substance satisfactory to the Lender) and to become party via a joinder (to be in form and substance satisfactory to the Lender) to the Security Documents and such other Loan Documents as Lender shall request and (ii) unless such Affiliate is an entity which is owned by an Affiliate organized outside of the United States of America, cause the equity interests of such Affiliate (if owned by the Borrower, a Guarantor or a Subsidiary) to be pledged as additional Collateral hereunder. In connection therewith, the Borrower shall require such Affiliate to deliver to the Lender such other instruments, documents and agreements as shall be reasonably required by Lender to effect the foregoing transactions, including corporate authorizations, resolutions and certifications, UCC and other filings and opinions of counsel. ARTICLE VIII NEGATIVE COVENANTS Until the principal of and interest on the Loan and all fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full, the Borrower covenants and agrees with the Lender that, unless consented to by the Lender in writing: Section 8.01 Debt. The Borrower will not, and will not permit any Subsidiary or Guarantor to, incur, create, assume or suffer to exist any Debt, except (a) the Loan and any other Obligations incurred under the Loan Documents (b) Debt of the Borrower existing and scheduled on Schedule IV hereto on the date hereof, after giving effect to any payments required to be made pursuant to the Acceptable Plan or Reorganization and the Confirmation Order any claim filed or asserted against the Borrower, and (c) endorsements of negotiable instruments for collection in the ordinary course of business. Section 8.02 Liens. The Borrower will not, and will not permit any Subsidiary or Guarantor to, create, incur, assume or permit to exist any Lien on any of its properties (now owned or hereafter acquired), except (a) Liens securing the Obligations and (b) Excepted Liens. Section 8.03 Mergers, Acquisitions, Etc. The Borrower will not, and will not permit any Subsidiary or Guarantor to, (a) merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, (b) dissolve or cease to exist, (c) form or acquire or make any investment in or loan to any Subsidiary or Affiliate; (d) make any NAI v4 20 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 122 of 171

123 Asset Sale, or in each of the cases in (a) (c) above, enter into any agreement to do any of the foregoing. Section 8.04 Restricted Payment; Restrictive Agreement. The Borrower will not, and will not permit any Subsidiary or Guarantor to (i) make any Restricted Payment or (ii) enter into any Restrictive Agreement. Section 8.05 Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary or Guarantor to enter into any transaction with an Affiliate other than on terms and conditions which are fully disclosed to the Lender and are on no less favorable to the Borrower, such Subsidiary or such Guarantor party thereto as could be obtained on an arm slength basis with a Person that was not an Affiliate. Section 8.06 Pension Plan. Neither the Borrower nor any ERISA Affiliate shall establish or agree to establish, maintain, become a contributor to or assume any liability under, any active or terminated Pension Plan or Multiemployer Plan. ARTICLE IX EVENTS OF DEFAULT; REMEDIES Section 9.01 Events of Default. One or more of the following events shall constitute an Event of Default : (a) the Borrower shall fail to pay any principal of the Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise; (b) the Borrower shall fail to pay any interest on the Loan or any other Obligation (other than an amount referred to in Section 9.01(a)) payable under any Loan Document, within five (5) days after the same shall become due and payable; (c) any representation or warranty made or deemed made by or on behalf of the Borrower, any Subsidiary or any Guarantor in or in connection with any Loan Document or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made; (d) the Borrower, any Subsidiary or any Guarantor shall fail to observe or perform any covenant, condition or agreement contained in Article VIII or Sections 7.01, 7.02 or 7.06; (e) the Borrower, any Subsidiary or any Guarantor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 9.01(a), Section 9.01(b), Section 9.01(c) or Section 9.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 10 days after the earlier to occur of (A) notice thereof from the Lender to the Borrower or (B) a Responsible Officer of the Borrower otherwise becoming aware of such default; NAI v4 21 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 123 of 171

124 (f) (i) the Borrower or any other Person shall fail to comply with any of the provisions of the Confirmation Order or the Acceptable Plan of Reorganization; or (ii) without the Lender s prior written consent, the Borrower or any other Person shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, the Confirmation Order or the Acceptable Plan of Reorganization or, without the Lender s prior written consent, the Confirmation Order or the Acceptable Plan of Reorganization is amended, vacated, stayed, reversed or otherwise modified; (g) the Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against the Borrower, any Subsidiary party thereto or any Guarantor or shall be repudiated by it, or cease to create a valid and perfected Lien of the priority required thereby on any of the collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower, any Subsidiary party thereto or any Guarantor shall so state in writing; or (h) The Borrower, any Subsidiary or any Guarantor (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guaranty Obligation (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $100,000, or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guaranty Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guaranty Obligation to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guaranty Obligation to become payable or cash collateral in respect thereof to be demanded; provided, however, that clause (h)(i) above shall not apply to Indebtedness secured by a Excepted Lien that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents governing such Indebtedness; (i) The Borrower, any of its Subsidiaries, or any Guarantor (x) institutes or consents to the institution of any Insolvency Proceeding against it, or any Insolvency Proceeding is instituted against it without its application or consent and continues undischarged or unstayed for sixty calendar days or an order for relief is entered in any such proceeding; or (y) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; (j) There is entered against the Borrower, any of its Subsidiaries or any Guarantor (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding $100,000 (to the extent not covered by NAI v4 22 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 124 of 171

125 independent third-party insurance as to which the insurer does not dispute coverage), (ii) any judgment or writ, order or decree relating to any Environmental Claim requiring the payment or expenditure by the Borrower, any Guarantor or its or their Affiliates of amounts in excess of (or which could reasonably be expected to exceed) $100,000, in aggregate (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (iii) any one or more non-monetary final judgments, writs, orders or decrees (including in respect of any Environmental Claim) that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in any case, such writ, order, decree or judgment is not stayed (without bond) or discharged within a period of thirty days after the entry thereof; (k) The occurrence of any ERISA Event with respect to an ERISA Plan which has resulted or could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount in excess of $100,000 or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $100,000; (l) Any of the subordination, standstill, payover and insolvency related provisions relating to any Subordinated Debt shall, in whole or in part, terminate, cease to be (or are alleged not to be) effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Debt. Section 9.02 Remedies. (a) In the case of an Event of Default, at any time thereafter during the continuance of such Event of Default, the Lender may (i) declare the outstanding principal amount of the Loan to be due and payable and the Maturity Date to have occurred, and thereupon the principal of the Loan so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower; provided, however, that upon the occurrence of an Event of Default pursuant to Section 9.01(i), all Obligations shall automatically be deemed immediately due and payable and the Maturity Date shall automatically be deemed to have occurred, in each case, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower and/or (ii) exercise all rights and remedies available to it under any of the Loan Documents, and any applicable law, including, without limitation, the UCC, including and all rights of setoff. Section Notices. ARTICLE X MISCELLANEOUS (a) All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: NAI v4 23 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 125 of 171

126 (i) if to the Borrower, to it at c/o [ ] (Telecopy No. [ ]; and (ii) if to the Lender, to it at MIHI LLC, c/o Macquarie Capital (USA) Inc., 125 West 55 th Street, New York, New York 10019, Attention: Jared Doskow, Telecopy No.: , jared.doskow@macquarie.com; with a copy to: Jones Day, 77 West Wacker Drive, Chicago, Illinois 60601, Attention: Scott J. Moore/Brad B. Erens, Telecopy No.: , scottmoore@jonesday.com/bberens@jonesday.com. (b) Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Lender. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. Section Waivers; Amendments. No failure on the part of the Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Lender hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement in writing entered into by the Borrower and the Lender. Section Expenses, Indemnity; Damage Waiver. (a) The Borrower shall pay all out-of-pocket expenses incurred by the Lender, including the fees, charges and disbursements of any counsel for the Lender, in connection with the preparation, execution, negotiation and enforcement of this Agreement and the other Loan Documents, including in the event of the occurrence of an Event of Default, including, without limitation, all such out-of-pocket expenses incurred during any workout or restructuring of the Loan. (b) The Borrower agrees to indemnify and hold harmless the Lender and each of its affiliates, partners, officers, directors, employees, agents, advisors, controlling persons, members and successors and assigns (each, an Indemnitee ) from and against any and all losses, Claims, damages, liabilities and expenses to which any such Indemnitee may become subject arising out of or in connection with this Agreement or any other Loan Document or any related transaction or any Claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or the Borrower or any of its affiliates or shareholders), and to reimburse each such Indemnitee upon demand for any reasonable legal or other reasonable out- NAI v4 24 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 126 of 171

127 of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnitee, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the willful misconduct or gross negligence of such Indemnitee. Notwithstanding any other provision of this Agreement, none of the Borrower or any Indemnitee shall be liable for any indirect, special, punitive or consequential damages in connection with its activities related to this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Loan or the use of the proceeds thereof. Section Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Section Survival; Revival; Reinstatement. (a) All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of the Loan, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on the Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Section 3.03(c), Section 4.01 and Section shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loan or the termination of this Agreement, any other Loan Document or any provision hereof or thereof. (b) To the extent that any payments on the Obligations or proceeds of any collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Lender s and the Lender Liens, security interests, rights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall, and shall cause its Subsidiaries and the Guarantors to, take such action as may be reasonably requested by the Lender to effect such reinstatement. Section Counterparts; Integration; Effectiveness. NAI v4 25 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 127 of 171

128 (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. (b) This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. (c) Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, facsimile or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. Section Severability; Conflicts. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Section Governing Law; Jurisdiction; Jury Trial Waiver. (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND TO THE EXTENT APPLICABLE THE BANKRUPTCY CODE. (b) All judicial proceedings brought against the Borrower, any Subsidiary or Guarantor arising out of or relating to this Agreement or any other Loan Document, or any Obligations hereunder and thereunder, may be brought in the courts of the State of New York, which are located in Manhattan, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof. The Borrower hereby irrevocably and unconditionally: (a) submits for itself and its property in any such legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non exclusive general jurisdiction of such the courts of the State of New York, the courts of the United States of America for the Southern District of Texas, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or NAI v4 26 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 128 of 171

129 claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section or at such other address of which the Lender shall have been notified pursuant thereto; and (d) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. (c) THE BORROWER AND THE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. Section Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. Section Interest Rate Limitation. It is the intention of the parties hereto that the Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to the Lender under laws applicable to it (including the laws of the United States of America and the State of New York or any other jurisdiction whose laws may be mandatorily applicable to the Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Loan, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to the Lender that is contracted for, taken, reserved, charged or received by the Lender under any of the Loan Documents or agreements or otherwise in connection with the Loan shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by the Lender on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by the Lender to the Borrower); and (ii) in the event that the maturity of the Loan is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to the Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by the Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by the Lender on the principal amount of the Obligations (or, to the extent that the principal amount of the Obligations shall have been or would thereby be paid in full, refunded by the Lender to the Borrower). All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to the Lender, be amortized, prorated, allocated and spread throughout the stated term of the Loan evidenced by the Loan until payment in full so that the rate or amount of interest on account of the Loan hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time to time (i) the amount of interest payable to the Lender on any date shall be computed at the Highest Lawful Rate applicable to the Lender pursuant to this Section and (ii) in respect of any subsequent NAI v4 27 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 129 of 171

130 interest computation period the amount of interest otherwise payable to the Lender would be less than the amount of interest payable to the Lender computed at the Highest Lawful Rate applicable to the Lender, then the amount of interest payable to the Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to the Lender until the total amount of interest payable to the Lender shall equal the total amount of interest which would have been payable to the Lender if the total amount of interest had been computed without giving effect to this Section. Section No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lender to make Loan hereunder are solely for the benefit of the Borrower, and no other Person (including, without limitation, any obligor, contractor, subcontractor, supplier or materialman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Lender for any reason whatsoever. There are no third party beneficiaries (other than the Indemnitees as set forth in Section 10.03). Section Release. The Borrower hereby forever and irrevocably releases, discharges, and acquits the Lender, its Affiliates and each of their former, current, or future officers, employees, directors, agents, representatives, owners, members, partners, financial advisors, legal advisors, shareholders, managers, consultants, accountants, attorneys and predecessors in interest (collectively, the Releasees ) of and from any and all claims, demands, liabilities, responsibilities, disputes, remedies, causes of action, indebtedness and obligations, rights, assertions, allegations, actions, suits, controversies, proceedings, losses, damages, injuries, attorneys fees, costs, expenses, or judgments of every type, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending, or threatened including, without limitation, all legal and equitable theories of recovery, arising under common law, statute or regulation or by contract, of every nature and description, arising out of, in connection with, or relating to the Loan Documents, the Obligations and all ancillary documentation, guarantees, security documentation and collateral documents executed in support of the foregoing, or the transactions contemplated hereunder or thereunder including, without limitation, (i) any avoidance, reduction, set off, offset, recharacterization, subordination (whether equitable, contractual, or otherwise), so-called lender liability, claims, counterclaims, crossclaims, recoupment, defenses, disallowance (whether equitable or otherwise), impairment, or any other challenges under the Bankruptcy Code or any other applicable domestic or foreign law or regulation by any person or entity, (ii) any and all claims and causes of action arising under the Bankruptcy Code, and (iii) any and all claims and causes of action with respect to the validity, priority, perfection or avoidability of the liens or claims of the Lender. [SIGNATURES BEGIN NEXT PAGE] NAI v4 28 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 130 of 171

131 The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: NEWZOOM, INC. By: Name: Title: NAI v4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 131 of 171

132 LENDER: MIHI LLC By: Name: Title: By: Name: Title: NAI v4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 132 of 171

133 EXHIBIT A Form of Note Attached. NAI v4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 133 of 171

134 EXHIBIT B Form of Guaranty Attached. NAI v4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 134 of 171

135 SCHEDULE I Excepted Liens Attached. NAI v4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 135 of 171

136 SCHEDULE II List of Closing Documents Attached. NAI v4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 136 of 171

137 SCHEDULE III Subsidiaries Attached. NAI v4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 137 of 171

138 Schedule IV Existing Indebtedness Attached. NAI v4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 138 of 171

139 1 2 EXHIBIT F Reorganized Debtor Operating Agreements Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 139 of 171

140 EIGHTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NEWZOOM, INC. NewZoom, Inc., a California corporation (the Company ), does hereby certify as follows: ONE: These Eighth Amended and Restated Articles of Incorporation have been duly authorized in accordance with Section 1400 of the California Corporations Code. TWO: These Eighth Amended and Restated Articles of Incorporation hereby amend and restate in their entirety the Articles of Incorporation of the Company, as heretofore amended, restated or supplemented, as follows: I. The name of this corporation is NewZoom, Inc. II. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III. The name and address in the State of California of this corporation s agent for service of process is Corporation Service Company Which Will Do Business in California as CSC-Lawyers Incorporating Service, whose address is 2710 Gateway Oaks, Suite 150N, Sacramento, CA, NAI v2 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 140 of 171

141 IV. This corporation is authorized to issue one (1) class of shares of stock, designated common stock, and the total number of shares which this corporation is authorized to issue is 1,000,000. Notwithstanding anything to the contrary, to the extent prohibited by Section 1123(a)(6) of chapter 11 of title 11 of the United States Code (the Bankruptcy Code ), the corporation will not issue non-voting equity securities; provided, however, the foregoing restriction (a) will have no further force and effect beyond that required under Section 1123 of the Bankruptcy Code, (b) will only have such force and effect for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the corporation, and (c) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect. V. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. VI. The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through Bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, to the fullest extent permissible under California law. NAI v2-2 - Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 141 of 171

142 The undersigned hereby makes, executes and acknowledges these Eighth Amended and Restated Articles of Incorporation and certifies, on behalf of the Company, that these Eighth Amended and Restated Articles of Incorporation were made effective on [ ], 20[ ] by an order of the United States Bankruptcy Court for the Northern District of California entered on [ ], 20[ ], such court having jurisdiction over the reorganization proceeding of the Corporation under In re NEWZOOM, INC., Case No HB, pursuant to 28 U.S.C. ss NEWZOOM, INC. By: Its: [ ] [ ] NAI v2 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 142 of 171

143 BYLAWS OF NEWZOOM, INC. a California corporation NAI v1 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 143 of 171

144 TABLE OF CONTENTS Article/Section Subject Page ARTICLE I. OFFICES... 1 Section Principal Office... 1 Section Other Offices... 1 ARTICLE II. MEETINGS OF SHAREHOLDERS... 1 Section Place of Meetings... 1 Section Annual Meetings... 1 Section Special Meeting... 1 Section Notice of Shareholders Meetings... 2 Section Manner of Giving Notice, Affidavit of Notice... 2 Section Quorum... 2 Section Adjourned Meetings; Notice... 2 Section Voting... 3 Section Waiver of Notice or Consent by Absent Shareholders... 3 Section Shareholder Action by Written Consent Without a Meeting... 4 Section Record Date for Shareholder Notice, Voting, and Giving Consents... 4 ARTICLE III. DIRECTORS... 5 Section Powers... 5 Section Number and Qualification of Directors... 5 Section Election and Term of Office of Directors... 5 Section Vacancies... 5 Section Place of Meetings and Meetings by Telephone... 6 Section Annual Meeting... 6 Section Other Regular Meetings... 6 Section Special Meetings... 6 Section Quorum... 7 Section Waiver of Notice... 7 Section Adjournment... 7 Section Notice of Adjournment... 7 Section Action Without Meeting... 7 NAI v1 i Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 144 of 171

145 TABLE OF CONTENTS Article/Section Subject Page Section Fees and Compensation of Directors... 7 Section Committees... 7 ARTICLE IV. OFFICERS... 8 Section Officers... 8 Section Election of Officers... 8 Section Subordinate Officers... 8 Section Removal and Resignation of Officers... 8 Section Vacancies in Offices... 8 Section Chairman of the Board... 8 Section President... 9 Section Vice-President... 9 Section Secretary... 9 Section Chief Financial Officer... 9 ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES Section Liability of Directors and Indemnification ARTICLE VI. RECORDS AND REPORTS Section Maintenance and Inspection of Share Register Section Maintenance and Inspection of Bylaws Section Maintenance and Inspection of Other Corporate Records Section Inspection by Directors Section Annual Report to Shareholders Section Financial Statements Section Annual Statement of Information ARTICLE VII. GENERAL CORPORATE MATTERS Section Record Date for Purposes Other Than Notice and Voting Section Checks, Drafts, Evidences of Indebtedness Section Corporate Contracts and Instruments; How Executed Section Certificates for Shares Section Lost Certificates NAI v1 ii Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 145 of 171

146 TABLE OF CONTENTS Article/Section Subject Page Section Transfer of Shares Section Voting of Securities Owned by Corporation Section Excessive Compensation Section Construction and Definitions Section Fiscal Year End Determination ARTICLE VIII. AMENDMENTS Section Amendment by Shareholders Section Amendment by Directors NAI v1 iii Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 146 of 171

147 NEWZOOM, INC. AMENDED AND RESTATED BYLAWS ARTICLE I. OFFICES Section Principal Office. The board of directors (the Board ) shall fix the location of the principal executive office of NewZoom, Inc., a California corporation (the Corporation ) at any place within or outside the State of California. If the principal executive office is located outside this state, and the Corporation has one or more business offices in this state, the Board shall fix and designate a principal business office in the State of California. Section Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business. ARTICLE II. MEETINGS OF SHAREHOLDERS Section Place of Meetings. Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board. In the absence of any such designation, shareholders meetings shall be held at the principal executive office of the Corporation. Section Annual Meetings. The annual shareholders meeting shall be held at such place, on such date, and at such time as the Board shall each year fix.; provided, however, that should such day fall upon a Saturday, Sunday, or legal holiday observed by the Corporation at its principal executive office, then such annual meeting of the shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full business day. At such meetings, directors shall be elected, reports of the Corporation s affairs shall be considered and any other business within the shareholders powers may be transacted. Section Special Meeting. A special meeting of the shareholders may be called at any time by the Board, or by the chairman of the board, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. If a special meeting is called by any person or persons other than the Board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.04 and 2.05 of these Bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the NAI v1 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 147 of 171

148 notice. Nothing contained in this paragraph shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board may be held. Section Notice of Shareholders Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.05 not less than ten (10) nor more than sixty (60) days before the proposed date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election. If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California (as amended from time to time, the Code ), (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the Corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall also state the general nature of that proposal. Section Manner of Giving Notice, Affidavit of Notice. Notice of any meeting of shareholders shall be given either personally or by first class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. If no such address appears on the Corporation s books or is given, notice shall be deemed to have been given if sent to that shareholder by first class mail or telegraphic or other written communication to the Corporation s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. Section Quorum. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present in person or by proxy at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. Section Adjourned Meetings; Notice. Any shareholders meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting in person, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.06 of these Bylaws. NAI v1 2 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 148 of 171

149 When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.04 and At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. Section Voting. The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only those persons in whose names and shares stand on the records of the Corporation. The shareholders vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number is required by the Code or by the Articles of Incorporation of the Corporation (the Articles of Incorporation ). At a shareholders meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder s shares) unless the candidates names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder s shares are entitled, or distribute the shareholder s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. Section Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.04, the waiver NAI v1 3 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 149 of 171

150 of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a shareholder at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting. Section Shareholder Action by Written Consent Without a Meeting. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the Board that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be maintained in the corporate records. Any shareholder giving a written consent may revoke the consent by a writing received by the secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary. If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 2.05 of these Bylaws. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Code, (ii) indemnification of agents of the Corporation, pursuant to Section 317 of the Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of the Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval. Section Record Date for Shareholder Notice, Voting, and Giving Consents. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Code. If the Board does not so fix a record date: NAI v1 4 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 150 of 171

151 (A) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (B) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later. ARTICLE III. DIRECTORS Section Powers. Subject to the provisions of the Code and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. Section Number and Qualification of Directors. The number of directors of the corporation shall be not less than three (3) nor more than ten (10). The exact number of directors shall be fixed from time to time, within the limits specified in the Articles of Incorporation or in this Section 3.02, by a bylaw amending this Section 3.02, duly adopted by the shareholders, or by a resolution adopted by the Board. The indefinite number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Section 3.02 duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number or the minimum number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote thereon. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one. Section Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Section Vacancies. Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each director so elected shall NAI v1 5 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 151 of 171

152 hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified. A vacancy or vacancies in the Board shall be deemed to exist in the event of the death, resignation or removal of any director, or if the Board by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote. Any director may resign effective on giving written notice to the chairman of the board, the president and the secretary together, or the Board, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective. No reduction of the authorized number of directors shall have the effect of removing any director before that director s term of office expires. Section Place of Meetings and Meetings by Telephone. Regular meetings of the Board may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting. Section Annual Meeting. Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required. Section Other Regular Meetings. Other regular meetings of the Board shall be held without call at such time as shall from time to time be fixed by the Board. Such regular meetings may be held without notice. Section Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the chairman of the board or any vice president or the secretary or any director. Notice of the time, place and purpose of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed NAI v1 6 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 152 of 171

153 to each director at that director s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. Section Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.11 of these Bylaws. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, subject to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of the Code (as to appointment of committees), and Section 317(e) of the Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section Waiver of Notice. The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director. Section Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Section Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 3.08 of these Bylaws, to the directors who were not present at the time of the adjournment. Section Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Section Fees and Compensation of Directors. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of NAI v1 7 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 153 of 171

154 expenses, as may be fixed or determined by resolution of the Board. Section 3.14 of these Bylaws shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services. Section Committees. The Board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to (i) the approval of any action required to be approved by the shareholders or by the outstanding shares, (ii) the filling of vacancies on the Board or in any committee, (iii) the fixing of compensation of the directors for serving on the Board or on any committee, (iv) the adoption, amendment or repeal of Bylaws, (v) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable, (vi) a distribution to the shareholders, except at a rate or in a periodic amount or within a price range determined by the Board and (vii) the appointment of other committees of the Board or the members thereof. ARTICLE IV. OFFICERS Section Officers. The officers of the Corporation shall be a president, a secretary and a chief financial officer. The Corporation may also have, at the discretion of the Board, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 4.03 of these Bylaws. Section Election of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.03 or Section 4.05 of these Bylaws, shall be chosen by the Board, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Section Subordinate Officers. The Board may appoint, and may empower the president to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board may from time to time determine. Section Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by the Board, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation NAI v1 8 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 154 of 171

155 shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Section Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office. Section Chairman of the Board. The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the Board and shareholders and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board or prescribed by the Bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 4.07 of these Bylaws. Section President. Subject to such supervisory powers, if any, as may be given by the Board to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the Corporation and shall, subject to the control of the Board, and to any terms and provisions set forth in any contract of employment, have general supervision, direction, and control of the business and the officers of the Corporation. In the absence of the chairman of the board, or if there be none, he or she shall preside at all Meetings of the Board and shareholders. He or she shall have the general powers and duties of management usually vested in the office of president of a Corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Section Vice-President. In the absence or disability of the president, the vicepresidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice-president designated by the Board, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vicepresidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or the Bylaws, including without limitation in any contract of employment. Section Secretary. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors meetings or committee meetings, the number of shares present or represented at shareholders meetings, and the proceedings. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation s transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. NAI v1 9 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 155 of 171

156 The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board required by the Bylaws or by law to be given, and he or she shall keep the seal of the Corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws, including without limitation in any contract of employment. Section Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. He or she shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the president and directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws, including without limitation in any contract of employment. ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES Section Liability of Directors and Indemnification. The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person having been made or having been threatened to be made a party to a proceeding to the fullest extent permissible under the provisions of Section 317 of the Code, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment); and the Corporation shall advance the expenses reasonably expected to be incurred by such agent in defending any such proceeding upon receipt of the undertaking required by Section 317(f) of the Code. The terms agent, proceeding and expense made in this Article V, Section 5.01 shall have the same meaning as such terms in Section 317 of the Code. The rights conferred on any person by this Article V, Section 5.01 shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, these Bylaws, any agreement, any vote of shareholders or disinterested directors, or otherwise. As authorized by the Articles of Incorporation, the Corporation may indemnify each of its agents for breach of duty to the Corporation and its shareholders; provided, however, that the foregoing shall not eliminate or limit the liability of directors as provided in Section 204(a)(10) of the Code. NAI v1 10 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 156 of 171

157 ARTICLE VI. RECORDS AND REPORTS Section Maintenance and Inspection of Share Register. The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders of the Corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the Corporation may (i) inspect and copy the records of shareholders names and addresses and shareholdings during usual business hours on five (5) days prior written demand on the Corporation and (ii) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent s usual charges for such list, a list of the shareholders names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder at any time during usual business hours, for a purpose reasonably related to the holder s interests as a shareholder. Any inspection and copying under this Section may be made in person or by an agent or attorney of the shareholder making the demand. Section Maintenance and Inspection of Bylaws. The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. Section Maintenance and Inspection of Other Corporate Records. The accounting books and records and minutes of proceedings of the shareholders and the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder at any reasonable time during usual business hours, for a purpose reasonably related to the holder s interests as a shareholder. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary Corporation of the Corporation. Section Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. NAI v1 11 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 157 of 171

158 Section Annual Report to Shareholders. The annual report to shareholders referred to in Section 1501 of the Code is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to the shareholders of the Corporation as it considers appropriate. Section Financial Statements. A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder. If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the Corporation makes a written request to the Corporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the Corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the Corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request. The Corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semiannual or quarterly income statement which it has prepared, and a balance sheet as of the end of that period. The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation. Section Annual Statement of Information. The Corporation shall in each year, during the period between the end of the month in which its articles were originally filed and the immediate preceding five (5) calendar months, file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the chief executive officer, secretary, and chief financial officer, the street address of its principal executive office or principal business office in this state and the general type of business constituting the principal business activity of the Corporation, together with a designation of the agent of the Corporation for the purpose of service of process, all in compliance with Section 1502 of the Code. NAI v1 12 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 158 of 171

159 ARTICLE VII. GENERAL CORPORATE MATTERS Section Record Date for Purposes Other Than Notice and Voting. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed, except as otherwise provided in the Code. If the Board does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later. Section Checks, Drafts, Evidences of Indebtedness. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Section Corporate Contracts and Instruments; How Executed. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board, or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section Certificates for Shares. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board may authorize the issuance of certificates of shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the Corporation by the chairman of the board or vice-chairman of the board or the president or vice-president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. In case any officer, transfer agent, or registrar who has signed or whose signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if the person were an officer, transfer agent, or registrar at the date of issue. Section Lost Certificates. Except as provided in this Section, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Corporation and canceled at the same time. The Board may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a NAI v1 13 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 159 of 171

160 replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account or the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate. Section Transfer of Shares. Shares of the Corporation may be transferred in any manner permitted or provided by law. Before any transfer is entered upon the books of the Corporation, or any new Certificate is issued, the old Certificate (properly endorsed) shall be surrendered and cancelled, except when a Certificate has been lost, stolen or destroyed. The transferee in any transfer of shares shall be deemed to have full notice of, and to consent to, the Bylaws of the Corporation to the same extent as if s/he had signed a written assent thereto. Section Voting of Securities Owned by Corporation. The chairman of the board or any other person authorized by resolution of the Board shall be authorized to vote, and exercise all rights incident to, the securities and any proxies of other entities owned, held by or standing in the name of the Corporation. Section Excessive Compensation. If the Internal Revenue Service disallows as a business deduction to the Corporation any part of the salary or other compensation paid by it to any officer, director or employee, as being excessive compensation, that part disallowed shall be repaid to the Corporation by the officer, director or employee. Section Construction and Definitions. These Bylaws shall be construed and interpreted in accordance with the provisions of the Code. Section Fiscal Year End Determination. The fiscal year end of the Corporation shall be fixed by the Board. ARTICLE VIII. AMENDMENTS Section Amendment by Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the Corporation set forth the number of authorized directors of the Corporation, the authorized number of directors may be changed only by an amendment of the Articles of Incorporation. Section Amendment by Directors. Subject to the rights of the shareholders as provided in Section 8.01 of these Bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors, may be adopted, amended or repealed by the Board. NAI v1 14 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 160 of 171

161 I, the undersigned, certify that: CERTIFICATE OF SECRETARY OF NEWZOOM, INC. (1) I am the presently elected and acting Secretary of the Corporation; and (2) these Amended and Restated Bylaws were made effective on [ ], 20[ ] by an order of the United States Bankruptcy Court for the Northern District of California entered on [ ], 20[ ], such court having jurisdiction over the reorganization proceeding of the Corporation under In re NEWZOOM, INC., Case No HB, pursuant to 28 U.S.C. ss Name: [ ] Its: Secretary NAI v1 Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 161 of 171

162 1 2 EXHIBIT G List and Compensation of Management of Reorganized Debtor Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 162 of 171

163 Duncan Murdoch Co-Head of US Principal Transaction Group Senior Managingg Director Macquarie Capital Duncan is a Senior Managing Director and Co-Head of the US Principal Transactions Group for Macquarie Capital. Duncan is responsible in the US for the origination, execution and oversight of all investment activities involving Macquarie Capital's own balance sheet, with a team of 21 people and a portfolio of about $1 billion. Duncan joined Macquarie in New York in Prior to joining Macquarie in New York, Duncan worked for BMO Nesbitt Burns Inc. in Toronto and Macquarie in Sydney in their Corporate Advisory Group, focused primarily on mergers and acquisitions. Prior to commencing a career in investment banking, Duncan worked for the Justices in the Commercial Division of the Supreme Court of New South Wales. Duncan currently sits on the boards of Brek Aerospace and Utility Service Partners, and on Macquarie Capital s US Capital Commitment Committee. Prior board seats include Anaergia Inc., Mine Site Technologies, Rossignol and Icon Parking. Duncan holds a Masters of Business Administration (Stanford University) Bachelor of Laws (Honors) (University of Sydney) and Bachelor of Economics (University of Sydney). This does not print Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 163 of 171

164 Malcolm Appelbaum Managing Director Macquarie Capital Mal Appelbaum is a Managing Director at Macquarie Capital s Principal Transactions Group and has more than 25 years of experience in private equity, finance and accounting as a principal investor, chief financial officer, and portfolio company consultant. During his career, Mal has been involved as a principal investor or operational consultantt in more than 30 private equity portfolio companies. His consulting assignments focused on companies undergoing stress from rapid growth or under performance. He has broad industry experience roles M&A and equity financing transactions, and served on the Board of Directors of 5 companies throughout the Americas, Eastern & Western Europe, and Australia. Additionally, he has advised over 100 other companies in various capacities. He joins Macquarie Capital after serving as President of AppleTree Advisors, his consulting firm where his most recent assignment was interim CFO of a market-leading private equity owned manufacturing and distribution business. Prior to this, Mr. Appelbaum served as CFO of Globe Specialty Metals (NASDAQ: GSM), taking that company public and rolling up its industry in North America. Previously, he was with AppleTree serving a broad range of private equity portfolio companies. Prior to that he was a partner at Wand Partners, a middle market private equity firm where he led the fund s investments in B2B and B2C direct marketing and was a financial analyst at Goldman Sachs and a senior consultant at Deloitte. Mal received an MBA in finance from the Columbia University School of Business and a BA in accounting from Brooklyn College. He is a licensed CPA This does not print Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 164 of 171

165 Jared Doskow US Principal Transactions Group Vice President Macquarie Capital Jared is a Vice President in the US Principal Transactions Group for Macquarie Capital. Jared is responsible for origination, execution and management activities of investments in the US involving Macquarie Capital's own balance sheet, within a team of 21 people and a portfolio of about $1 billion. Jared joined Macquarie in Chicago in 2008 as part of the Restructuring & Special Situations Group and transferred to the Principal Transactions Group in New York in Prior to joining Macquarie, Jared worked for Houlihan Lokey as a Financial Restructuring Analyst; an Associate at AlixPartners; and, a Risk Specialist for HFR Asset Management. Jared holds a Bachelors of Finance (Florida State University) ). This does not print Case: Doc# 294 Filed: 12/11/15 Entered: 12/11/15 15:06:13 Page 165 of 171