rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 1 of 28

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1 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 1 of 28 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: A GACI, L.L.C., Debtor. Chapter 11 Case No RBK-11 NOTICE OF FILING OF CERTAIN AMENDED PLAN SUPPLEMENT DOCUMENTS PLEASE TAKE NOTICE that on July 11, 2018, A GACI, L.L.C. ( A GACI or the Debtor ) filed its Notice of Filing of Plan Supplement [Docket No. 439] (the Plan Supplement ) to the First Amended Plan of Reorganization of A GACI, L.L.C. Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 378] (the Plan ). PLEASE TAKE FURTHER NOTICE that the Debtor hereby files the Amended Class 6 Note, a copy of which is attached hereto as Exhibit A, and the Amended Contingent Payment Agreement, a copy of which is attached hereto as Exhibit B. The amendments to the Class 6 Note and the Contingent Payment Agreement were made at the request of the official committee of general unsecured creditors, and with the agreement of the Debtor. PLEASE TAKE FURTHER NOTICE that redline versions of the Amended Class 6 Note and Amended Contingent Payment Agreement to the original versions as filed with the Plan Supplement are attached hereto as Exhibit C and Exhibit D, respectively

2 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 2 of 28 RESPECTFULLY SUBMITTED this 23rd day of July, HAYNES AND BOONE, LLP By: /s/ David L. Staab Ian T. Peck State Bar No David L. Staab State Bar No Victory Avenue, Suite 700 Dallas, TX Telephone: Facsimile: ian.peck@haynesboone.com david.staab@haynesboone.com ATTORNEYS FOR DEBTOR

3 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 3 of 28 Exhibit A Amended Class 6 Note

4 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 4 of 28 PROMISSORY NOTE $4,000, July [ ], 2018 FOR VALUE RECEIVED, as of this [ ] day of July, 2018 (the Effective Date ), the undersigned (referred to herein as, the Maker ), promises to pay to the order of the holders of Allowed Class 6 Claims (collectively referred to as Payee ) 1 pursuant to that certain First Amended Plan of Reorganization of A GACI, L.L.C. Pursuant to Chapter 11 of the Bankruptcy Code (as the same may be amended, the Plan ), confirmed by the United States Bankruptcy Court for the Western District of Texas, dated as of the date hereof, on a Pro Rata basis, the sum of Four Million dollars ($4,000,000.00) or so much thereof as may be outstanding hereunder, in accordance with the terms herein. Capitalized terms used but not defined in this Note shall have the meaning assigned to such term in the Plan. 1. Repayments. The principal of this Note shall be due and payable on the date that is the tenth (10 th ) anniversary of the Effective Date (the Class 6 Maturity Date ). 2. Voluntary Prepayments. The unpaid principal balance of this Note may be prepaid in whole or in part at any time without premium or penalty. Each such partial principal prepayment shall be applied to the outstanding principal balance of the Note. 3. Mandatory /Prepayments. (a) A mandatory prepayment (the EBITDA Contribution ) shall be made within forty-five (45) days of each annual anniversary of the Effective Date during the term of this Note, but only if the Maker s EBITDA exceeds $4,000,000 (the EBITDA Threshold ) for the immediately preceding twelve-month period. The amount of the annual EBITDA Contribution shall equal 35% of the excess of the Maker s EBITDA over the EBITDA Threshold for the immediately preceding twelve-month period. (b) The Maker s obligation to make annual EBITDA Contributions will continue until the earlier of: (i) the date on which this Note is paid in full, (ii) the occurrence of a Change of Control, or (iii) the Class 6 Maturity Date. For purposes of calculating the EBITDA Contribution, EBITDA means, for the twelve-month period immediately prior to each annual anniversary date of the Effective Date, the sum of net income for such period, plus (i) all interest expense for such period, plus (ii) all federal, state and local taxes actually paid in such period, plus (iii) depreciation expenses for such period, plus (iv) amortization expenses for such period, plus (v) (gains)/losses on the disposal of assets for such period. For the avoidance of doubt, the following income and expense categories will not be included in the calculation of EBITDA during the EBITDA sharing period: (i) one time and non-recurring in the ordinary course of business charges and income; (ii) fees and costs associated with the Plan including all payments made pursuant to the Plan; and (iii) extraordinary maintenance expenses related to the physical assets of the business. (c) No later than thirty (30) days after each anniversary date of the Effective Date, the Maker shall provide the Payee Representatives with its EBITDA calculation for the immediately preceding twelve-month period, using a format substantially to the form as attached hereto as Exhibit A, showing whether an EBITDA Contribution is to be paid to Payee. 4. The procedures set forth under Article VI of the Plan governing distributions shall apply to the payments made pursuant to the terms of this Note. 1 On behalf of Payee, Simon Property Group, Inc. (Ronald Tucker, representative) and Top Guy Int l LLC (Michael Tsui, representative) shall be the holders of the Note as agent and assign of Payee (the Payee Representatives ) v.1 Promissory Note

5 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 5 of Event of Default and Cure. The Maker s failure to provide the EBITDA calculation or failure to make a Mandatory Prepayment as provided in Paragraph 3 above, or failure to pay all unpaid balance of the Note on the Class 6 Maturity Date, shall constitute an Event of Default. Upon the occurrence of an Event of Default, the Payee Representatives may provide a written notice to the Maker of the occurrence of an event of default ( Notice of Default ). The Maker shall have thirty (30) days from the receipt of the Notice of Default to cure such default noticed. If the Maker fails to cure within thirty (30) days from its receipt of the Notice of Default, any and all unpaid balance of the Note shall become due and the Payee Representatives, on behalf of the Payee class, may puruse any and all equitable and legal remedies available to the Payee against the Maker to enforce the Note. 6. Attorney Fees. If the Maker fails to perform, comply with or cure pursuant to the terms of this Note, the Payee Representatives shall be entitled to recover from the Maker the reasonable expenses, including attorneys fees and costs, incurred by the Payee Representatives in connection with the enforcement of the terms of this Promissory Note regardless of whether litigation is commenced or initiated. 7. Representations and Warranties. Maker represents and warrants that (a) it is duly organized, validly existing and in good standing in its jurisdiction of formation with all requisite power and authority to carry on its business, (b) the execution, delivery and performance by Maker of this Note are within its valid powers and have been duly and validly authorized by all necessary corporate action of Maker, and (c) this Note creates legal, valid, and binding obligations of Maker, enforceable against it in accordance with its terms, subject to debtor relief laws and general principles of equity. 8. Cumulative Rights. No delay on the part of the holder of this Note in the exercise of any power or right under this Note, or under any document or instrument executed in connection herewith, shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right. Enforcement by the holder of this Note of any security for the payment hereof shall not constitute any election by it of remedies so as to preclude the exercise of any other remedy available to it. 9. Waiver. Maker, and each surety, endorser, guarantor, and other party ever liable for the payment of any sum of money payable on this Note jointly and severally waive demand, presentment, protest, notice of nonpayment, notice of intention to accelerate, notice of acceleration, notice of protest, and any and all lack of diligence or delay in collection or the filing of suit hereon which may occur, and agree that their liability on this Note shall not be affected by any renewal or extension in the time of payment hereof, by any indulgences, or by any release or change in any security for the payment of this Note, and hereby consent to any and all renewals, extensions, indulgences, releases, or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes. 10. Notices. Any notice or demand given hereunder by Payee shall be deemed to have been given and received (a) when actually received by Maker, if delivered in person or by courier or messenger, or (b) two business days after a letter containing such notice, certified or registered, with postage prepaid, addressed to Maker, is deposited in the United States Mail. The address of Maker is set forth on the signature page hereto and such address may be amended by written notice provided by Maker to Payee sent by certified or registered letter. 11. Governing Law. The laws of the State of Texas shall govern the construction, validity, enforcement and interpretation of this Note. 12. Headings. The headings of the sections of this Note are inserted for convenience only and shall not be deemed to constitute a part hereof. 13. Successors and Assigns. This Note shall be binding on Maker its successors and assigns, whether so expressed or not; provided, however, that Maker may not, without the prior written consent of Payee, assign any rights, duties, or obligations under this Note. Payee may, with prior notice to Maker, assign to any person all or a portion of its rights and obligations under this Note. 14. INDEMNIFICATION. MAKER SHALL INDEMNIFY PAYEE AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, v.1 2 Promissory Note

6 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 6 of 28 LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF THIS NOTE, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE THIS NOTE, (C) ANY BREACH BY MAKER OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN THIS NOTE OR (D) ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE FOREGOING. WITHOUT LIMITING ANY PROVISION OF THIS NOTE, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS FEES) ARISING OUT OF OR RESULTING FROM THE SOLE CONTRIBUTORY OR ORDINARY NEGLIGENCE OF SUCH PERSON. 15. Consent to Jurisdiction. MAKER IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF, FROM OR RELATED TO THIS NOTE SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN BEXAR COUNTY, TEXAS. 16. Waiver of Jury Trial. MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 17. NO ORAL AGREEMENTS. THIS NOTE, TOGETHER WITH THE OTHER DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES v.1 3 Promissory Note

7 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 7 of 28 written. IN WITNESS WHEREOF, the undersigned has executed this Note as of the day and year first above MAKER: A GACI, L.L.C. By: Name: Title: Address for Notice: A GACI, L.L.C Network Blvd San Antonio, TX Attention: Chief Financial Officer with a copy to: Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, TX Attention: Ian Peck ON BEHALF OF PAYEE: Simon Property Group, Inc. Solely In Its Capacity as the Co-Chair of the Official Committee of Unsecured Creditors of A GACI, L.L.C. By: Ronald M. Tucker Vice President and Bankruptcy Counsel for Simon Property Group, Inc. Top Guy Int l LLC Solely In Its Capacity as the Co-Chair of the Official Committee of Unsecured Creditors of A GACI, L.L.C. By: Michael Tsui Vice President of Top Guy Int l LLC v.1 Signature Page to Promissory Note

8 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 8 of 28 Exhibit A to Class 6 Note A'GACI, L.L.C. EBITDA Contribution Calculation Pursuant to the Class 6 Note $ in 000s 8/1/2018 7/31/2019) 8/1/2019 7/31/2020 1) B&M Sales 2) Online Sales 3) Total Sales 4) Total Cost of Sales 5) Gross Profit 6) Gross Margin % 7) Total Selling Expense 8) Total Maintenance Expense 9) Total Supply Expense 10) Total Occupancy Expense 11) Total Personnel Expense 12) Total General Expense 13) Total Expense 14) % of Sales 17) D&A 18) Non Op (Inc.) / Expense (Incl. Int. Exp.) 19) Income Tax 20) NET INCOME ADD BACK IN: 22) Interest Expense 23) Federal, state & local taxes actually paid 24) Depreciation expenses 25) Amortization expense 26) (Gain)/Loss on Disposal of Asset 27) EBITDA 28) EBITDA CONTRIBUTION TO BE PAID / (NOT PAID) Page 1 of 1

9 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 9 of 28 Exhibit B Amended Contingent Payment Agreement

10 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 10 CONTINGENT PAYMENT AGREEMENT This Contingent Payment Agreement (this Agreement ) is entered into as of [ ], 2018 (the Effective Date ), by and among A GACI, L.L.C., a Texas limited liability company (the Company ), David Won (the Member ), and the undersigned Committee of Unsecured Creditors (the Committee ), on behalf of and for the holders of the Allowed Class 6 Claims (each such holder a Contingent Payment Recipient, and collectively, the Contingent Payment Recipients ). The Company and each Contingent Payment Recipient are referred to herein individually as a Party and, collectively, as the Parties. RECITALS WHEREAS, on January 9, 2018, the Company commenced a case under Chapter 11 of the Bankruptcy Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ), case number by filing a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code ( Bankruptcy Code ) with the United States Bankruptcy Court for the Western District of Texas (the Bankruptcy Court ), and the Company continued to operate its businesses and manage its properties as a debtor and a debtor-inpossession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code; and WHEREAS, pursuant to that certain First Amended Plan of Reorganization of A GACI, L.L.C. Pursuant to Chapter 11 of the Bankruptcy Code (as the same may be amended, the Plan ) confirmed by the Bankruptcy Court by order entered on [ ], 2018, the Company has agreed to enter into this Agreement in order to provide for certain payments in the event of a Change of Control of the Company to the Contingent Payment Recipients. NOW, THEREFORE, in consideration of the premises and of the covenants and provisions contained herein, the Parties hereby agree as follows: 1.1. Contingent Payments. ARTICLE I CONTINGENT PAYMENT (a) Subject to the terms and limitations of this Article I, in connection with an Applicable Change of Control Event (defined below), the Company shall pay to the Contingent Payment Recipients, Pro Rata, an aggregate amount equal to the Contingent Payment Amount (any such payment due to a Contingent Payment Recipient, a Contingent Payment ). (b) amount equal to: For purposes of this Agreement, Contingent Payment Amount means an (i) where a Change of Control occurs as a result of a sale of equity or other ownership interest of the Company by the Member and/or Family Member, then if the Total Enterprise Value (defined below) of the Company as of the closing of the Change of Control event exceeds $12.5 million, then the Contingent Payment Amount shall be thirty-five percent (35%) of the amount of the Total Enterprise Value of the Company at closing that exceeds $12.5 million; provided however, such Contingent Payment Amount shall be capped at the full amount of all Allowed Class 6 Claims less the amount of payments made by the Company under the terms of the Class 6 Note; or v.8 1

11 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 11 (ii) where a Change of Control occurs as a result of a sale of substantially all of the assets of the Company, then if the amount of the total consideration (in the form of cash proceeds and/or in kind consideration) given for the purchase of substantially all of the Company s assets are in excess of a $12.5 million Total Enterprise Value, then the Contingent Payment Amount shall be thirty-five percent (35%) of the amount of the total consideration that exceeds $12.5 million Total Enterprise Value, provided however, such Contingent Payment Amount shall be capped at the full amount of all Allowed Class 6 Claims less the amount of payments made by the Company under the terms of the Class 6 Note. (c) For purposes of this Agreement, Total Enterprise Value means the sum of the aggregate principal amount of all indebtedness, plus the value of all equity implied by the Change of Control event, less cash. (d) For purposes of this Agreement, Applicable Change of Control Event means a Change of Control event that results in a Contingent Payment Amount due to be paid to the Contingent Payment Recipients. An Applicable Change of Control Event shall include any event or transaction carried out pursuant to Section 363 of the Bankruptcy Code that otherwise meets the above requirements. (e) Prior to the close of an Applicable Change of Control Event, the Company, the Member, or a Family Member of the Member, as applicable, shall provide notice of the anticipated closing of such Applicable Change of Control Event to the Committee as provided under Section 2.6(b) Timing and Manner of Contingent Payment. (a) As soon as reasonably practicable following the closing of an Applicable Change of Control Event, the Company shall use commercially reasonable efforts to determine the Contingent Payment Amount and the Contingent Payment due to each Contingent Payment Recipient. Following such determination, the Company shall distribute the Contingent Payments to the Contingent Payment Recipients in its role as Disbursing Agent in a manner consistent with Article VI of the Plan. (b) If an Applicable Change of Control Event occurs as a result of a sale of equity or other ownership interests in the Company by the Member or one or more of his Family Members, the Member and such Family Members, as applicable, shall transfer or otherwise ensure that the Contingent Payment Amount is delivered to the Company for distribution to the Contingent Payment Recipients in accordance with this Article I Termination. This Agreement will terminate and be of no further force and effect, with no additional action required by any of the Parties, upon the earlier to occur of the following: (i) the tenth (10 th ) anniversary of the Effective Date or (ii) the date on which the Class 6 Note is paid in full. For the avoidance of doubt, after the earlier of the tenth (10 th ) anniversary of the Effective Date or the repayment in full of the Class 6 Note, the Contingent Payment Recipients shall not be entitled to any Contingent Payment. ARTICLE II MISCELLANEOUS 2.1. Defined Terms. All terms used in this Agreement that are not defined in this Agreement shall have the meanings assigned to them in the Plan Attorneys Fees. If the Company, Member, or Family Member, as appropriate, fails to perform or comply with the terms of this Agreement, the Co-Chairs of the Committee, Simon Property v.8 2

12 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 12 Group, Inc., and Top Guy Int l LLC, or a person or persons who are holders of Allowed Class 6 Claims designated by the Co-Chairs in writing by referencing this Agreement ( Co-Chair Designee ), shall be authorized to pursue, as agent and on behalf of the Contingent Payment Recipients, any and all equitable and legal remedies available to the Contingent Payment Recipients, against the Company, Member, or Family Member, as appropriate, to enforce the terms of the Agreement. The Co-Chairs of the Committee, or the Co-Chair Designee, shall be entitled to recover from the Company, Member, or Family Member, as appropriate, the reasonable expenses, including attorneys fees and costs, incurred by the Co-Chairs, or the Co-Chair Designee in connection with the enforcement of the terms of this Agreement regardless of whether litigation is commenced or initiated, provided that the Company, the Member, and Family Member, shall only be responsible for reasonable expenses incurred by the Co-Chairs or the Co-Chair Designee after the Co-Chairs or the Co-Chair Designee has provided written notice to the Company, the Member, and Family Member, as applicable, of any claimed breach or default under the terms of this Agreement and a thirty (30) day period following the receipt of such written notice to cure such claimed breach or default Entire Agreement; Amendments. This Agreement together with the Plan constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and shall supersede all contemporaneous oral agreements, communications, and understandings and all prior oral and written communications, agreements, and understandings between the Parties with respect to the subject matter of this Agreement. This Agreement cannot be amended, supplemented, altered, or otherwise modified, unless done so in writing making specific reference to this Agreement, signed by the Company, the Member, and the Co-Chairs of the Committee Governing Law. The terms and conditions of this Agreement shall be governed, construed, interpreted and enforced in accordance with the domestic laws of the State of Texas applicable to contracts made and performed in such state, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas Further Assurances. The Company, the Member, and the Contingent Payment Recipients, as applicable, shall (i) take all necessary corporate action to fully effectuate and carry out the terms and conditions of this Agreement; (ii) execute, acknowledge, and deliver, and cause to be taken, executed, acknowledged, and delivered, all such other further authorizations, consents, approvals, agreements, assignments, or assurances as may be necessary to fully effectuate and carry out the terms and conditions of this Agreement; and (iii) use commercially reasonable efforts to obtain any consents, orders, authorizations, and approvals of, or effect the notification of or filing with, each Person, whether private or governmental, whose consent or approval is required in order to permit the consummation of the transactions contemplated hereby Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, faxed, sent by , sent by nationally recognized overnight courier or mailed by registered or certified mail with postage prepaid, return receipt requested, to the Parties hereto at the following addresses (or at such other address for a Party as shall be specified by like notice): (a) to the Company, to: A GACI, L.L.C Network Blvd., Suite 106 San Antonio, Texas Attn: David Won v.8 3

13 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 13 with a copy to: Telephone: (213) Facsimile: (210) david.won@agacistore.com Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas Attn: Ian T. Peck Telephone: (214) Facsimile: (214) ian.peck@haynesboone.com (b) to the Contingent Payment Recipients, to each member of the Committee at the addresses set forth in the Notice of Appointment of Committee of Unsecured Creditors, filed with the Bankruptcy Court on January 25, 2018, with copies to: Lewis Brisbois Bisgaard & Smith LLP 2100 Ross Avenue, Suite 2000 Dallas, Texas Attn: Emily S. Chou Telephone: (214) Facsimile: (214) emily.chou@lewisbrisbois.com Lewis Brisbois Bisgaard & Smith LLP 550 West Adams Street, Suite 300, Chicago, IL Attn: Richard S. Lauter Telephone: (312) Facsimile: (312) richard.lauter@lewisbrisbois.com 2.7. Severability. The Parties believe that every provision of this Agreement is effective and valid under applicable law, and whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid. If any term, provision, or portion of this Agreement is found to be invalid or unenforceable for any reason, any court or other tribunal adjudicating the rights and duties of the Parties under this Agreement shall alter, modify, or strike portions of this Agreement so that it will be enforceable to the fullest extent permitted by law and so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible, and the remainder of such provision and this Agreement shall remain in full force and effect Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and lawful assigns. Neither Party may assign or delegate (by operation of law or otherwise) this Agreement or any rights or obligations hereunder without the prior written consent of the other Party and any purported assignment or delegation of this Agreement, in whole or in part, without the prior written consent of the non-assigning Party shall be void and of no effect v.8 4

14 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg Counterparts; Exchange by Electronic Transmission. This Agreement may be executed in one or more counterparts, each of which shall be considered an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. The Parties hereto intend to treat as an original any document signed in connection with the transactions contemplated by this Agreement, including any counterpart to this Agreement or any related document that is delivered by electronic transmission, including by facsimile, PDF, photo static copy, or otherwise Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. Remainder of Page Intentionally Left Blank. Signature Pages Follow v.8 5

15 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 15 IN WITNESS WHEREOF, the Parties have hereunto caused this Agreement to be executed as of the Effective Date. COMPANY: A GACI, L.L.C. By: Name: David Won Title: Manager MEMBER: DAVID WON COMMITTEE: On behalf of and for the benefit of all Contingent Payment Recipients SIMON PROPERTY GROUP, INC. Solely In Its Capacity as the Co-Chair of the Committee By: Name: Title: TOP GUY INT L LLC Solely In Its Capacity as the Co-Chair of the Committee By: Name: Title: End of Signatures v.8 Signature Page

16 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 16 Exhibit C Redline of Amended Class 6 Note

17 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 17 PROMISSORY NOTE $4,000, July [ ], 2018 FOR VALUE RECEIVED, as of this [ ] day of July, 2018 (the Effective Date ), the undersigned (referred to herein as, the Maker ), promises to pay to the order of the holders of Allowed Class 6 Claims (collectively referred to as Payee ) 1 pursuant to that certain First Amended Plan of Reorganization of A GACI, L.L.C. Pursuant to Chapter 11 of the Bankruptcy Code (as the same may be amended, the Plan ), confirmed by the United States Bankruptcy Court for the Western District of Texas, dated as of the date hereof, on a Pro Rata basis, the sum of Four Million dollars ($4,000,000.00) or so much thereof as may be outstanding hereunder, in accordance with the terms herein. Capitalized terms used but not defined in this Note shall have the meaning assigned to such term in the Plan. 1. Repayments. The principal of this Note shall be due and payable on the date that is the tenth (10 th ) anniversary of the Effective Date (the Class 6 Maturity Date ). 2. Voluntary Prepayments. The unpaid principal balance of this Note may be prepaid in whole or in part at any time without premium or penalty. Each such partial principal prepayment shall be applied to the outstanding principal balance of the Note. 3. Mandatory /Prepayments. (a) (b) (c) A mandatory prepayment (the EBITDA Contribution ) shall be made within forty-five (45) days of each annual anniversary of the Effective Date during the term of this Note, but only if the Maker s EBITDA exceeds $4,000,000 (the EBITDA Threshold ) for the immediately preceding twelve-month period. The amount of the annual EBITDA Contribution shall equal 35% of the excess of the Maker s EBITDA over the EBITDA Threshold for the immediately preceding twelve-month period. The Maker s obligation to make annual EBITDA Contributions will continue until the earlier of: (i) the date on which this Note is paid in full, (ii) the occurrence of a Change of Control, or (iii) the Class 6 Maturity Date. For purposes of calculating the EBITDA Contribution, EBITDA means, for the twelve-month period immediately prior to each annual anniversary date of the Effective Date, the sum of net income for such period, plus (i) all interest expense for such period, plus (ii) all federal, state and local taxes actually paid in such period, plus (iii) depreciation expenses for such period, plus (iv) amortization expenses for such period, plus (v) (gains)/losses on the disposal of assets for such period. For the avoidance of doubt, the following income and expense categories will not be included in the calculation of EBITDA during the EBITDA sharing period: (i) one time and non-recurring in the ordinary course of business charges and income; (ii) fees and costs associated with the Plan including all payments made pursuant to the Plan; and (iii) extraordinary maintenance expenses related to the physical assets of the business. No later than thirty (30) days after each anniversary date of the Effective Date, the Maker shall provide the Payee Representatives with its EBITDA calculation for the immediately preceding twelve-month period, using a format substantially to the form as attached hereto as Exhibit A, showing whether an EBITDA Contribution is to be paid to Payee. 4. The procedures set forth under Article VI of the Plan governing distributions shall apply to the payments made pursuant to the terms of this Note. 5. Event of Default and Cure. The Maker s failure to provide the EBITDA calculation or failure to make a Mandatory Prepayment as provided in Paragraph 3 above, or failure to pay all unpaid balance of the Note 1 On behalf of Payee, Simon Property Group, Inc. (Ronald Tucker, representative) and Top Guy Int l LLC (Michael Tsui, representative) shall be the holders of the Note as agent and assign of Payee (the Payee Representatives ) v.1 Promissory Note

18 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 18 on the Class 6 Maturity Date, shall constitute an Event of Default. Upon the occurrence of an Event of Default, the Payee Representatives may provide a written notice to the Maker of the occurrence of an event of default ( Notice of Default ). The Maker shall have thirty (30) days from the receipt of the Notice of Default to cure such default noticed. If the Maker fails to cure within thirty (30) days from its receipt of the Notice of Default, any and all unpaid balance of the Note shall become due and the Payee Representatives, on behalf of the Payee class, may puruse any and all equitable and legal remedies available to the Payee against the Maker to enforce the Note. 6. Attorney Fees. If the Maker fails to perform, comply with or cure pursuant to the terms of this Note, the Payee Representatives shall be entitled to recover from the Maker the reasonable expenses, including attorneys fees and costs, incurred by the Payee Representatives in connection with the enforcement of the terms of this Promissory Note regardless of whether litigation is commenced or initiated. 7. Representations and Warranties. Maker represents and warrants that (a) it is duly organized, validly existing and in good standing in its jurisdiction of formation with all requisite power and authority to carry on its business, (b) the execution, delivery and performance by Maker of this Note are within its valid powers and have been duly and validly authorized by all necessary corporate action of Maker, and (c) this Note creates legal, valid, and binding obligations of Maker, enforceable against it in accordance with its terms, subject to debtor relief laws and general principles of equity. 8. Cumulative Rights. No delay on the part of the holder of this Note in the exercise of any power or right under this Note, or under any document or instrument executed in connection herewith, shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right. Enforcement by the holder of this Note of any security for the payment hereof shall not constitute any election by it of remedies so as to preclude the exercise of any other remedy available to it. 9. Waiver. Maker, and each surety, endorser, guarantor, and other party ever liable for the payment of any sum of money payable on this Note jointly and severally waive demand, presentment, protest, notice of nonpayment, notice of intention to accelerate, notice of acceleration, notice of protest, and any and all lack of diligence or delay in collection or the filing of suit hereon which may occur, and agree that their liability on this Note shall not be affected by any renewal or extension in the time of payment hereof, by any indulgences, or by any release or change in any security for the payment of this Note, and hereby consent to any and all renewals, extensions, indulgences, releases, or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes. 10. Notices. Any notice or demand given hereunder by Payee shall be deemed to have been given and received (a) when actually received by Maker, if delivered in person or by courier or messenger, or (b) two business days after a letter containing such notice, certified or registered, with postage prepaid, addressed to Maker, is deposited in the United States Mail. The address of Maker is set forth on the signature page hereto and such address may be amended by written notice provided by Maker to Payee sent by certified or registered letter. 11. Governing Law. The laws of the State of Texas shall govern the construction, validity, enforcement and interpretation of this Note. 12. Headings. The headings of the sections of this Note are inserted for convenience only and shall not be deemed to constitute a part hereof. 13. Successors and Assigns. This Note shall be binding on Maker its successors and assigns, whether so expressed or not; provided, however, that Maker may not, without the prior written consent of Payee, assign any rights, duties, or obligations under this Note. Payee may, with prior notice to Maker, assign to any person all or a portion of its rights and obligations under this Note. 14. INDEMNIFICATION. MAKER SHALL INDEMNIFY PAYEE AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS FEES) TO WHICH ANY OF THEM MAY BECOME v.1 Promissory Note

19 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 19 SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF THIS NOTE, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE THIS NOTE, (C) ANY BREACH BY MAKER OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN THIS NOTE OR (D) ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE FOREGOING. WITHOUT LIMITING ANY PROVISION OF THIS NOTE, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS FEES) ARISING OUT OF OR RESULTING FROM THE SOLE CONTRIBUTORY OR ORDINARY NEGLIGENCE OF SUCH PERSON. 15. Consent to Jurisdiction. MAKER IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF, FROM OR RELATED TO THIS NOTE SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN BEXAR COUNTY, TEXAS. 16. Waiver of Jury Trial. MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 17. NO ORAL AGREEMENTS. THIS NOTE, TOGETHER WITH THE OTHER DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES v.1 Promissory Note

20 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 20 written. IN WITNESS WHEREOF, the undersigned has executed this Note as of the day and year first above MAKER: A GACI, L.L.C. By: Name: Title: Address for Notice: A GACI, L.L.C Network Blvd San Antonio, TX Attention: Chief Financial Officer with a copy to: Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, TX Attention: Ian Peck ON BEHALF OF PAYEE: Simon Property Group, Inc. Solely In Its Capacity as the Co-Chair of the Official Committee of Unsecured Creditors of A GACI, L.L.C. By: Ronald M. Tucker Vice President and Bankruptcy Counsel for Simon Property Group, Inc. Top Guy Int l LLC Solely In Its Capacity as the Co-Chair of the Official Committee of Unsecured Creditors of A GACI, L.L.C. By: Michael Tsui Vice President of Top Guy Int l LLC v Signature Page to Promissory Note

21 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 21 Exhibit A to Class 6 Note A'GACI, L.L.C /1/2018 7/31/2019) 8/1/2019 7/31/2020 EBITDA Contribution Calculation Pursuant to the Class 6 Note $ in 000s 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 17) 18) 19) 20) B&M Sales Online Sales Total Sales Total Cost of Sales Gross Profit Gross Margin % Total Selling Expense Total Maintenance Expense Total Supply Expense Total Occupancy Expense Total Personnel Expense Total General Expense Total Expense % of Sales D&A Non Op (Inc.) / Expense (Incl. Int. Exp.) Income Tax NET INCOME ADD BACK IN: 22) Interest Expense 23) Federal, state & local taxes actually paid 24) Depreciation expenses 25) Amortization expense 26) (Gain)/Loss on Disposal of Asset 27) 28) EBITDA EBITDA CONTRIBUTION TO BE PAID / (NOT PAID)

22 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 22 Exhibit D Redline of Amended Contingent Payment Agreement

23 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 23 H&B Draft: 7/11/2018 CONTINGENT PAYMENT AGREEMENT This Contingent Payment Agreement (this Agreement ) is entered into as of [ ], 2018 (the Effective Date ), by and among A GACI, L.L.C., a Texas limited liability company (the Company ), David Won (the Member ), and the undersigned Committee of Unsecured Creditors (the Committee ), on behalf of and for the holders of the Allowed Class 6 Claims (each such holder a Contingent Payment Recipient, and collectively, the Contingent Payment Recipients ). The Company and each Contingent Payment Recipient are referred to herein individually as a Party and, collectively, as the Parties. RECITALS WHEREAS, on January 9, 2018, the Company commenced a case under Chapter 11 of the Bankruptcy Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ), case number by filing a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code ( Bankruptcy Code ) with the United States Bankruptcy Court for the Western District of Texas (the Bankruptcy Court ), and the Company continued to operate its businesses and manage its properties as a debtor and a debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code; and WHEREAS, pursuant to that certain First Amended Plan of Reorganization of A GACI, L.L.C. Pursuant to Chapter 11 of the Bankruptcy Code (as the same may be amended, the Plan ) confirmed by the Bankruptcy Court by order entered on [ ], 2018, the Company has agreed to enter into this Agreement in order to provide for certain payments in the event of a Change of Control of the Company to the Contingent Payment Recipients. NOW, THEREFORE, in consideration of the premises and of the covenants and provisions contained herein, the Parties hereby agree as follows: 1.1. Contingent Payments. ARTICLE I CONTINGENT PAYMENT (a) Subject to the terms and limitations of this Article I, in connection with an Applicable Change of Control Event (defined below), the Company shall pay to the Contingent Payment Recipients, Pro Rata, an aggregate amount equal to the Contingent Payment Amount (any such payment due to a Contingent Payment Recipient, a Contingent Payment ). (b) For purposes of this Agreement, Contingent Payment Amount means an amount equal to the lesser of (i) the aggregate: (i) where a Change of Control occurs as a result of a sale of equity or other ownership interest of the Company by the Member and/or Family Member, then if the Total Enterprise Value (defined below) of the Company as of the closing of the Change of Control event exceeds $12.5 million, then the Contingent Payment Amount shall be thirty-five percent (35%) of the amount of the Total Enterprise Value of the Company at closing that exceeds $12.5 million; provided however, such Contingent Payment Amount shall be capped at the full amount of all Allowed Class 6 Claims less the amount of payments made by the Company under the terms of the Class 6 Note, (ii) thirty-five percent (35%) of the net proceeds in excess of $12.5 million payable, in cash or in kind, to the Company, the Member, and/or a Family Member of the v.38 1

24 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 24 H&B Draft: 7/11/2018 Member, as applicable, in connection with the Applicable Change of Control Event, or (iii) thirty-five percent (35%); or (ii) where a Change of Control occurs as a result of a sale of substantially all of the assets of the Company, then if the amount of the total consideration (in the form of cash proceeds and/or in kind consideration) in excess of $12.5 million Total Enterprise Value payable, in cash or in kind, to the Company, the Member, and/or a Family Member of the Member, as applicable, in connection with the Applicable Change of Control Event given for the purchase of substantially all of the Company s assets are in excess of a $12.5 million Total Enterprise Value, then the Contingent Payment Amount shall be thirty-five percent (35%) of the amount of the total consideration that exceeds $12.5 million Total Enterprise Value, provided however, such Contingent Payment Amount shall be capped at the full amount of all Allowed Class 6 Claims less the amount of payments made by the Company under the terms of the Class 6 Note. (c) For purposes of this Agreement, Total Enterprise Value as used herein means the sum of the aggregate principal amount of all indebtedness, plus the principal amountvalue of all equity (whether common or preferred) implied by the Applicable Change of Control Eventevent, less cash. (cd) For purposes of this Agreement, Applicable Change of Control Event means an event or transaction constituting a Change of Control event that results in total net proceeds in excess of $12.5 million and that occurs, or closes, prior to the earlier of (i) the tenth (10 th ) anniversary of the Effective Date or (ii) the date on which the Class 6 Note is paid in fulla Contingent Payment Amount due to be paid to the Contingent Payment Recipients. An Applicable Change of Control Event shall include any event or transaction carried out pursuant to Section 363 of the Bankruptcy Code that otherwise meets the above requirements. (de) Prior to the close of an Applicable Change of Control Event, the Company, the Member, or a Family Member of the Member, as applicable, shall provide notice of the anticipated closing of such Applicable Change of Control Event to the Committee as provided under Section 2.6(b) herein Timing and Manner of Contingent Payment. (a) As soon as reasonably practicable following the closing of an Applicable Change of Control Event, the Company shall use commercially reasonable efforts to determine the Contingent Payment Amount and the Contingent Payment due to each Contingent Payment Recipient. Following such determination, the Company shall distribute the Contingent Payments to the Contingent Payment Recipients in its role as Disbursing Agent in a manner consistent with Article VI of the Plan. (b) If an Applicable Change of Control Event occurs as a result of a sale of equity or other ownership interests in the Company by the Member or one or more of his Family Members, the Member and such Family Members, as applicable, shall transfer or otherwise ensure that the Contingent Payment Amount is delivered to the Company for distribution to the Contingent Payment Recipients in accordance with this Article I Termination. This Agreement will terminate and be of no further force and effect, with no additional action required by any of the Parties, upon the earlier to occur of the following: (i) the tenth (10 th ) anniversary of the Effective Date or (ii) the date on which the Class 6 Note is paid in full. For the avoidance of doubt, after the earlier of the tenth (10 th ) anniversary of the Effective Date or the repayment v.38 2

25 rbk Doc#469 Filed 07/23/18 Entered 07/23/18 15:57:41 Main Document Pg 25 H&B Draft: 7/11/2018 in full of the Class 6 Note, the Contingent Payment Recipients shall not be entitled to any Contingent Payment. ARTICLE II MISCELLANEOUS 2.1. Defined Terms. All terms used in this Agreement that are not defined in this Agreement shall have the meanings assigned to them in the Plan Attorneys Fees. If the Company, Member, or Family Member, as appropriate, fails to perform or comply with the terms of this Agreement, the Co-Chairs of the Committee, Simon Property Group, Inc., and Top Guy Int l LLC, or a person or persons who are holders of Allowed Class 6 Claims designated by the Co-Chairs in writing by referencing this Agreement ( Co-Chair Designee ), shall be authorized to pursue, as agent and on behalf of the Contingent Payment Recipients, any and all equitable and legal remedies available to the Contingent Payment Recipients, against the Company, Member, or Family Member, as appropriate, to enforce the terms of the Agreement. The Co-Chairs of the Committee, or the Co-Chair Designee, shall be entitled to recover from the Company, Member, or Family Member, as appropriate, the reasonable expenses, including attorneys fees and costs, incurred by the Co-Chairs, or the Co-Chair Designee in connection with the enforcement of the terms of this Agreement regardless of whether litigation is commenced or initiated, provided that the Company, the Member, and Family MembersMember, shall only be responsible for reasonable expenses incurred by the Co-Chairs or the Co-Chair Designee after the Co-Chairs haveor the Co-Chair Designee has provided written notice to the Company, the Member, and Family MembersMember, as applicable, of any claimed breach or default under the terms of this Agreement and a sixtythirty (6030) day period following the receipt of such written notice to cure such claimed breach or default Entire Agreement; Amendments. This Agreement together with the Plan constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and shall supersede all contemporaneous oral agreements, communications, and understandings and all prior oral and written communications, agreements, and understandings between the Parties with respect to the subject matter of this Agreement. This Agreement cannot be amended, supplemented, altered, or otherwise modified, unless done so in writing making specific reference to this Agreement, signed by the Company, the Member, and the Co-Chairs of the Committee Governing Law. The terms and conditions of this Agreement shall be governed, construed, interpreted and enforced in accordance with the domestic laws of the State of Texas applicable to contracts made and performed in such state, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas Further Assurances. The Company, the Member, and/or the Contingent Payment Recipients, as applicable, shall (i) take all necessary corporate action to fully effectuate and carry out the terms and conditions of this Agreement; (ii) execute, acknowledge, and deliver, and cause to be taken, executed, acknowledged, and delivered, all such other further authorizations, consents, approvals, agreements, assignments, or assurances as may be necessary to fully effectuate and carry out the terms and conditions of this Agreement; and (iii) use commercially reasonable efforts to obtain any consents, orders, authorizations, and approvals of, or effect the notification of or filing with, each Person, whether private or governmental, whose consent or approval is required in order to permit the consummation of the transactions contemplated hereby v.38 3