Common use of Transaction Overview Clause in Contracts

Transaction Overview. Strict Foreclosure Transaction The Restructuring shall be effected as follows promptly after the occurrence of one or more Events of Default under the 2019 and 2020 Indentures: The following NewCo entities shall have been formed prior to the consummation of the Strict Foreclosure Transaction: (i) a limited liability company (“Bondholder NewCo”), which, if desired, could be classified as a C-corporation, (ii) a direct subsidiary of Bondholder NewCo, which will also be a holding company, and may be an LLC (including an LLC classified as a corporation) or a C-Corp (“Bondholder Intermediate Holdco”), and (iii) a direct subsidiary of Bondholder Intermediate Holdco, which may be a C-Corp or an LLC classified as a corporation (“Bondholder OpCo”) (the parties agreeing that they will work cooperatively with each other in performing additional tax, securities and corporate law analysis necessary to determine the most efficacious form of entities to ultimately use to effectuate the Restructuring); At the direction of the respective Indenture Trustees, who in turn shall be acting at the direction of the respective holders of a majority of the 2019 and 2020 Notes, and with the consent of the Revolver Administrative Agent, the Collateral Agent under, and as defined in, that certain Collateral Agreement, dated as of April 29, 2011 (the “Collateral Agreement”), among the Company, certain of its direct and indirect subsidiaries, the Revolver Administrative Agent, the Indenture Trustee under the 2019 Indenture, and ComputerShare Trust Company, N.A., as successor to U.S. Bank National Association, as Collateral Agent (together with any sub-collateral agent appointed by such collateral agent, the “Collateral Agent”), and CCFI shall enter into and consummate a strict foreclosure agreement (the “Strict Foreclosure Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Collateral Agent shall acquire, in full satisfaction of all 2019 and 2020 Note Claims, the transferrable right to acquire all right, title and interest in and to, all of the pledged equity interests in the first-tier subsidiaries of CCFI and all other assets of CCFI, free and clear of all liens, claims and encumbrances, (the “Specified Collateral”), and, if Required Consenting Noteholders have consented to such merger, thereafter CCFI shall merge with and into Bondholder NewCo, or a direct or indirect subsidiary thereof, at a time to be determined; The Collateral Agent shall transfer its right to acquire ownership of the Specified Collateral to Bondholder OpCo; Bondholder OpCo shall assume responsibility, as borrower, for all of the New Revolving Credit Facility Claims of CCF Issuer (the New Revolving Credit Facility Claims so assumed, the “Assumed New Revolving Credit Facility Claims”), and Bondholder Intermediate Holdco shall guarantee the Assumed New Revolving Credit Facility Claims and each of Bondholder OpCo and Bondholder Intermediate Holdco shall grant first-priority liens on all or substantially all of their assets to secure their respective obligations under or in respect of the Assumed New Revolving Credit Facility Claims. All of the direct and indirect subsidiaries of Bondholder Intermediate Holdco (other than the SPV Subsidiaries) shall continue to guarantee the Assumed New Revolving Credit Facility Claims, and their guarantee obligations shall continue to be secured by first-priority liens on all or substantially all of their assets. The terms of the Assumed New Revolving Credit Facility Claims will be amended and restated consistent with the terms described herein under the caption “Amended and Restated Revolving Credit Facility. To effectuate Bondholder OpCo’s assumption of the Assumed New Revolving Credit Facility Claims, CCFI shall transfer all of the equity interests in CCF Issuer to Bondholder OpCo, subject to the liens securing the New Revolving Credit Facility Claims. In addition, as consideration for the consent of the applicable Revolving Lenders and the New Noteholders to the foregoing and to the Restructuring, Bondholder NewCo shall issue the Class B Units (as defined below) to the New Noteholders; As consideration for acquiring the ownership of the Specified Collateral in the Strict Foreclosure Transaction, Bondholder NewCo and Bondholder OpCo, as applicable, shall deliver (via the Collateral Agent) on a ratable basis to the 2019 Noteholders and 2020 Noteholders (i) 100% percent of the common units of Bondholder NewCo (“Common Units”) issued on the Effective Date,2 and (ii) the New PIK Notes (as defined below) in the aggregate principal amount equal to the aggregate principal amount of the 2019 and 2020 Notes Claims, plus interest accrued thereon through November 15, 2018; The foregoing transactions shall be collectively referred to as the “Strict Foreclosure Transaction,” and the term “Restructuring” shall include the Strict Foreclosure Transaction and all other transactions contemplated in this Term Sheet. Amendment of New Revolving Credit Facility Claims and New Secured Notes Claims Concurrently with the consummation of the Strict Foreclosure Transaction, and as a condition precedent to obtaining the consent of the Revolver Administrative Agent to the Strict Foreclosure Transaction, and with the consent of the Bondholder Designee and the New Notes Indenture Trustee, (a) CCFI (or Bondholder OpCo, as applicable) and CCF Issuer shall (i) cause to be paid in full in cash all accrued interest, fees, costs and expenses in respect of the New Revolving Credit Facility Claims (the “New Revolver Cash Payoff Amount”), (ii) amend and restate the New Revolving Credit Facility consistent with the terms described herein under the caption “Amended and Restated Revolving Credit Facility”, and (iii) amend the New Notes Indenture consistent with the terms described herein under the caption “Amended Notes Indenture”, and (b) Bondholder NewCo shall issue ratably to the New Noteholders (excluding the VPC Revolving Lenders), a number of common units of Bondholder NewCo (the “Class B Units”) equal to 12.3% of the total number of outstanding Common Units (other than Class C Units) as of the Effective Date; provided, however, that in the event that Bondholder NewCo shall issue after the Effective Date Common Units in consideration of the redemption of the New PIK Notes (the “Redemption Units”) or Common Units in connection with the issuance of any additional debt securities (the “Additional Financing Units”), the number of Class B Units shall be adjusted such that the aggregate number of all Class B Units continues to be equal, in the aggregate, to 12.3% of the sum of all Common Units, including Class B Units, the Redemption Units and the Additional Financing Units, but excluding Class C Units; provided, further, that all such Class B Units shall be subject to dilution from the MIP. For avoidance of doubt, the portion of the New Revolver Cash Payoff Amount allocable to the payment of the fees, costs and expenses of the New Notes Indenture Trustee and the Bondholder Designee shall be remitted to those entities.

Transaction Overview. Strict Foreclosure Transaction Overview of Restructuring: The Restructuring shall will be effected implemented through the Chapter 11 Cases commenced by the Company to pursue confirmation of a prenegotiated chapter 11 plan consistent with the terms herein. As a component of the Restructuring and consistent with the Rights Offering Documents, each eligible 1.5L Noteholder will be offered the right to purchase up to its Pro Rata share of New Common Shares for an aggregate value of up to $475 million (as follows promptly after described below, the occurrence “Rights Offering”). The Company may also, with the consent of one or more Events the Initial Supporting Noteholders, consummate a private placement of Default under New Common Shares, subject to dilution by the 2019 ▇▇▇▇▇ Shares and 2020 Indentures: The following NewCo entities shall have been formed prior EIP Shares, for an aggregate purchase price of up to $75 million (the “Private Placement”), in Cash, on terms acceptable to the consummation Company and the Initial Supporting Noteholders. The proceeds of the Strict Foreclosure Transaction: Rights Offering and the Private Placement will be used by the Company to (i) a limited liability company (“Bondholder NewCo”), which, if desired, could be classified as a C-corporationpay down the DIP Facility and the RBL Facility, (ii) a direct subsidiary of Bondholder NewCo, which will also be a holding company, pay all reasonable and may be an LLC (including an LLC classified as a corporation) or a C-Corp (“Bondholder Intermediate Holdco”)documented Restructuring Expenses, and (iii) a direct subsidiary of Bondholder Intermediate Holdcofund Plan distributions, which may be a C-Corp or an LLC classified as a corporation (“Bondholder OpCo”) (the parties agreeing that they will work cooperatively with each other in performing additional tax, securities and corporate law analysis necessary to determine the most efficacious form of entities to ultimately use to effectuate the Restructuring); At the direction of the respective Indenture Trustees, who in turn shall be acting at the direction of the respective holders of a majority of the 2019 and 2020 Notescase administration expenses, and with the consent of the Revolver Administrative Agent, the Collateral Agent under, and as defined in, that certain Collateral Agreement, dated as of April 29, 2011 (the “Collateral Agreement”), among the Company, certain of its direct and indirect subsidiaries, the Revolver Administrative Agent, the Indenture Trustee under the 2019 Indenture, and ComputerShare Trust Company, N.A., as successor to U.S. Bank National Association, as Collateral Agent (together with any sub-collateral agent appointed by such collateral agent, the “Collateral Agent”), and CCFI shall enter into and consummate a strict foreclosure agreement (the “Strict Foreclosure Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Collateral Agent shall acquire, in full satisfaction of all 2019 and 2020 Note Claims, the transferrable right to acquire all right, title and interest in and to, all of the pledged equity interests in the first-tier subsidiaries of CCFI and all other assets of CCFI, free and clear of all liens, claims and encumbrances, (the “Specified Collateral”), and, if Required Consenting Noteholders have consented to such merger, thereafter CCFI shall merge with and into Bondholder NewCo, or a direct or indirect subsidiary thereof, at a time to be determined; The Collateral Agent shall transfer its right to acquire ownership of the Specified Collateral to Bondholder OpCo; Bondholder OpCo shall assume responsibility, as borrower, for all of the New Revolving Credit Facility Claims of CCF Issuer (the New Revolving Credit Facility Claims so assumed, the “Assumed New Revolving Credit Facility Claims”), and Bondholder Intermediate Holdco shall guarantee the Assumed New Revolving Credit Facility Claims and each of Bondholder OpCo and Bondholder Intermediate Holdco shall grant first-priority liens on all or substantially all of their assets to secure their respective obligations under or in respect of the Assumed New Revolving Credit Facility Claims. All of the direct and indirect subsidiaries of Bondholder Intermediate Holdco (other than the SPV Subsidiaries) shall continue to guarantee the Assumed New Revolving Credit Facility Claims, and their guarantee obligations shall continue to be secured by first-priority liens on all or substantially all of their assetsexit costs. The terms of the Assumed New Revolving Credit Facility Claims will Rights Offering shall be amended and restated consistent in accordance with the terms described herein under Backstop Agreement to be executed concurrently with the caption “Amended PSA and Restated Revolving Credit Facilityotherwise acceptable to the Initial Supporting Noteholders. To effectuate Bondholder OpCo’s assumption of On the Assumed New Revolving Credit Facility ClaimsEffective Date, CCFI shall transfer all of the Apollo and Access may contribute their equity interests in CCF Issuer ▇▇▇▇▇ to Bondholder OpCothe Reorganized Debtors in exchange for the ▇▇▇▇▇ Shares, subject to the liens securing the New Revolving Credit Facility Claims. In addition, as consideration for the consent agreement of the applicable Revolving Lenders Company, Access and the New Noteholders to the foregoing and to the Restructuring, Bondholder NewCo shall issue the Class B Units (as defined below) to the New Initial Supporting Noteholders; As consideration for acquiring the ownership of the Specified Collateral in the Strict Foreclosure Transaction, Bondholder NewCo and Bondholder OpCo, as applicable, shall deliver (via the Collateral Agent) on a ratable basis to the 2019 Noteholders and 2020 Noteholders (i) 100% percent of the common units of Bondholder NewCo (“Common Units”) issued on the Effective Date,2 and (ii) the New PIK Notes (as defined below) in the aggregate principal amount equal to the aggregate principal amount of the 2019 and 2020 Notes Claims, plus interest accrued thereon through November 15, 2018; The foregoing transactions shall be collectively referred to as the “Strict Foreclosure Transaction,” and the term “Restructuring” shall include the Strict Foreclosure Transaction and all other transactions contemplated in this Term Sheet. Amendment of New Revolving Credit Facility Claims and New Secured Notes Claims Concurrently with the consummation of the Strict Foreclosure Transaction, and as a condition precedent to obtaining the consent of the Revolver Administrative Agent to the Strict Foreclosure Transaction, and with the consent of the Bondholder Designee and the New Notes Indenture Trustee, (a) CCFI (or Bondholder OpCo, as applicable) and CCF Issuer shall (i) cause to be paid in full in cash all accrued interest, fees, costs and expenses in respect of the New Revolving Credit Facility Claims (the “New Revolver Cash Payoff Amount”), (ii) amend and restate the New Revolving Credit Facility consistent with the terms described herein under the caption “Amended and Restated Revolving Credit Facility”, and (iii) amend the New Notes Indenture consistent with the terms described herein under the caption “Amended Notes Indenture”, and (b) Bondholder NewCo shall issue ratably to the New Noteholders (excluding the VPC Revolving Lenders), a number of common units of Bondholder NewCo (the “Class B Units”) equal to 12.3% of the total number of outstanding Common Units (other than Class C Units) as As of the Effective Date; provided, however, that in the event that Bondholder NewCo shall issue after the Effective Date Common Units in consideration of the redemption of the New PIK Notes (the “Redemption Units”) or Common Units in connection with the issuance of any additional debt securities (the “Additional Financing Units”), the number DIP Claims, RBL Claims, 1.5L Notes Claims, Unsecured Notes Claims, General Unsecured Claims, Existing Equity Interests, and Other Equity Interests will be cancelled, released, and extinguished and will be of Class B Units shall be adjusted such that the aggregate number of all Class B Units continues to be equal, in the aggregate, to 12.3% of the sum of all Common Units, including Class B Units, the Redemption Units and the Additional Financing Units, but excluding Class C Units; provided, further, that all such Class B Units shall be subject to dilution from the MIP. For avoidance of doubt, the portion of the New Revolver Cash Payoff Amount allocable to the payment of the fees, costs and expenses of the New Notes Indenture Trustee and the Bondholder Designee shall be remitted to those entitiesno further force or effect.

Transaction Overview. Strict Foreclosure Transaction The Restructuring shall be effected as follows promptly after Upon and subject to the occurrence terms and conditions of one or more Events this Agreement, the parties agree to effect the following transactions: (a) If on the date of Default under the 2019 McClatchy Closing, the conditions set forth in Sections 7.1(b), 7.2(a), 7.3 and 2020 Indentures: The following NewCo entities 7.4 hereof shall have been formed prior fulfilled, then upon the terms and subject to the consummation of the Strict Foreclosure Transaction: terms and conditions set forth herein: (i) a limited liability company (“Bondholder NewCo”), which, if desired, could be classified as a C-corporation, (ii) a direct subsidiary of Bondholder NewCo, which will also be a holding company, MNG and may be an LLC (including an LLC classified as a corporation) or a C-Corp (“Bondholder Intermediate Holdco”), and (iii) a direct subsidiary of Bondholder Intermediate Holdco, which may be a C-Corp or an LLC classified as a corporation (“Bondholder OpCo”) (Hearst shall consummate the parties agreeing that they will work cooperatively with each other in performing additional tax, securities and corporate law analysis necessary to determine the most efficacious form of entities to ultimately use to effectuate the Restructuring); At the direction of the respective Indenture Trustees, who in turn shall be acting at the direction of the respective holders of a majority of the 2019 and 2020 Notes, and with the consent of the Revolver Administrative Agent, the Collateral Agent under, and as defined in, that certain Collateral Agreement, dated as of April 29, 2011 (the “Collateral Agreement”), among the Company, certain of its direct and indirect subsidiaries, the Revolver Administrative Agent, the Indenture Trustee under the 2019 Indenture, and ComputerShare Trust Company, N.A., as successor to U.S. Bank National Association, as Collateral Agent (together with any sub-collateral agent appointed by such collateral agent, the “Collateral Agent”), and CCFI shall enter into and consummate a strict foreclosure agreement (the “Strict Foreclosure Agreement”), Equity Investment substantially in the form attached hereto as Exhibit A, pursuant to which the Collateral Agent shall acquire, in full satisfaction of all 2019 and 2020 Note Claims, the transferrable right to acquire all right, title and interest in and to, all of the pledged equity interests in the first-tier subsidiaries of CCFI and all other assets of CCFI, free and clear of all liens, claims and encumbrances, (the “Specified Collateral”), and, if Required Consenting Noteholders have consented to such merger, thereafter CCFI shall merge with and into Bondholder NewCo, or a direct or indirect subsidiary thereof, at a time to be determined; The Collateral Agent shall transfer its right to acquire ownership of the Specified Collateral to Bondholder OpCo; Bondholder OpCo shall assume responsibility, as borrower, for all of the New Revolving Credit Facility Claims of CCF Issuer (the New Revolving Credit Facility Claims so assumed, the “Assumed New Revolving Credit Facility Claims”), and Bondholder Intermediate Holdco shall guarantee the Assumed New Revolving Credit Facility Claims and each of Bondholder OpCo and Bondholder Intermediate Holdco shall grant first-priority liens on all or substantially all of their assets to secure their respective obligations under or in respect of the Assumed New Revolving Credit Facility Claims. All of the direct and indirect subsidiaries of Bondholder Intermediate Holdco (other than the SPV Subsidiaries) shall continue to guarantee the Assumed New Revolving Credit Facility Claims, and their guarantee obligations shall continue to be secured by first-priority liens on all or substantially all of their assets. The terms of the Assumed New Revolving Credit Facility Claims will be amended and restated consistent with the terms described herein under the caption “Amended and Restated Revolving Credit Facility. To effectuate Bondholder OpCo’s assumption of the Assumed New Revolving Credit Facility Claims, CCFI shall transfer all of the equity interests in CCF Issuer to Bondholder OpCo, subject to the liens securing the New Revolving Credit Facility Claims. In addition, as consideration for the consent of the applicable Revolving Lenders and the New Noteholders to the foregoing and to the Restructuring, Bondholder NewCo shall issue the Class B Units (as defined below) to the New Noteholders; As consideration for acquiring the ownership of the Specified Collateral in the Strict Foreclosure Transaction, Bondholder NewCo and Bondholder OpCo, as applicable, shall deliver (via the Collateral Agent) on a ratable basis to the 2019 Noteholders and 2020 Noteholders (i) 100% percent of the common units of Bondholder NewCo (“Common Units”) issued on the Effective Date,2 and (ii) the New PIK Notes (as defined below) in the aggregate principal amount equal to the aggregate principal amount of the 2019 and 2020 Notes Claims, plus interest accrued thereon through November 15, 2018; The foregoing transactions shall be collectively referred to as the “Strict Foreclosure Transaction,” and the term “Restructuring” shall include the Strict Foreclosure Transaction and all other transactions contemplated in this Term Sheet. Amendment of New Revolving Credit Facility Claims and New Secured Notes Claims Concurrently simultaneously with the consummation of the Strict Foreclosure TransactionMcClatchy Closing and in a manner that enables Hearst’s payment of the Equity Purchase Price to fund the obligations of the MNG Designee pursuant to clause (iii) below; (ii) substantially simultaneously with the McClatchy Closing, Hearst and the MNG Designee shall consummate the Assignment and Assumption; and (iii) the MNG Designee shall consummate the MNG/McClatchy Acquisition at the McClatchy Closing, in accordance with the terms and conditions of the Hearst Purchase Agreement. (b) If on the date of the McClatchy Closing, any of the conditions set forth in Sections 7.1(b), 7.2(a), 7.3 and 7.4 hereof shall not have been fulfilled, then upon the terms and subject to the terms and conditions set forth herein: (i) at the McClatchy Closing, (x) the Hearst Holding Companies shall consummate the Hearst/McClatchy Acquisition, in accordance with the terms and conditions of the Hearst Purchase Agreement, and as a condition precedent to obtaining (y) MNG (or its designees) shall consummate the consent closing under the MNG Purchase Agreement at the McClatchy Closing, in accordance with the terms and conditions of the Revolver Administrative Agent MNG Purchase Agreement; (ii) subject to Article VIII hereof, within (5) Business Days after the Strict Foreclosure Transactionsatisfaction or waiver of the last of the conditions required to be satisfied or waived pursuant to Article VII (other than those requiring the delivery of a certificate or other documents or the taking of other action, and concurrently with the consent Equity Closing), or such other date as may be agreed upon by MNG and Hearst, (x) substantially simultaneously with the closing of the Bondholder MNG/Hearst Acquisition, MNG and Hearst shall consummate the Equity Investment in a manner that enables Hearst’s payment of the Equity Purchase Price to fund the obligations of the MNG Designee described in following clauses (y) and (z) below, (y) the MNG Designee and the New Notes Indenture TrusteeHearst Subsidiary shall consummate the Assignment and Assumption and (z) the MNG Designee and the Hearst Subsidiary shall consummate the MNG/Hearst Acquisition. (c) In the event that the Hearst Holding Companies consummate the Hearst/McClatchy Acquisition and the conditions set forth in Article VII with respect to the Equity Closing have not been fulfilled on or prior to the three (3) month anniversary of the date of the Hearst/McClatchy Closing, (a) CCFI (or Bondholder OpCothen, as applicable) at any time thereafter, upon the terms and CCF Issuer shall subject to the terms and conditions set forth herein, and subject to Article VIII hereof, (i) cause Hearst or MNG may give written notice to be paid in full in cash all accrued interest, fees, costs and expenses in respect the other of its election to require completion of the New Revolving Credit Facility Claims MNG/Hearst Acquisition, in which case the MNG/Hearst Acquisition Closing shall be held on a mutually agreeable date not later than ninety (90) days after the “New Revolver Cash Payoff Amount”), date of delivery of such notice (subject to satisfaction or waiver of the conditions set forth in Article VII hereof with respect to the MNG/Hearst Acquisition) and (ii) amend at the MNG/Hearst Acquisition Closing, (x) the MNG Designee and restate the New Revolving Credit Facility consistent with Hearst Subsidiary shall consummate the terms described herein under the caption “Amended Assignment and Restated Revolving Credit Facility”, Assumption and (iiiy) amend the New Notes Indenture consistent with MNG Designee and the terms described herein under Hearst Subsidiary shall consummate the caption “Amended Notes Indenture”MNG/Hearst Acquisition. Notwithstanding the foregoing, and (b) Bondholder NewCo shall issue ratably if Hearst delivers a notice pursuant to the New Noteholders preceding sentence and prior to the MNG/Hearst Acquisition Closing (excluding or such earlier date prior to such date as MNG (or an Affiliate thereof) shall have become committed to consummate the VPC Revolving Lenders), a number of common units of Bondholder NewCo (the “Class B Units”) equal to 12.3% financing of the total number of outstanding Common Units (purchase price for the MNG/Hearst Acquisition, other than Class C Unitsthrough short-term borrowings) as the conditions set forth in Article VII with respect to the Equity Closing have been fulfilled, then the notice pursuant to the preceding sentence shall be deemed rescinded and of no further force and effect and the Effective Date; provided, however, that in parties shall proceed to close the event that Bondholder NewCo shall issue Equity Investment and the MNG/Hearst Acquisition within (5) Business Days after the Effective Date Common Units satisfaction of such conditions in consideration of the redemption of the New PIK Notes (the “Redemption Units”) or Common Units in connection accordance with the issuance of any additional debt securities (the “Additional Financing Units”), the number of Class B Units shall be adjusted such that the aggregate number of all Class B Units continues to be equal, in the aggregate, to 12.3% of the sum of all Common Units, including Class B Units, the Redemption Units and the Additional Financing Units, but excluding Class C Units; provided, further, that all such Class B Units shall be subject to dilution from the MIP. For avoidance of doubt, the portion of the New Revolver Cash Payoff Amount allocable to the payment of the fees, costs and expenses of the New Notes Indenture Trustee and the Bondholder Designee shall be remitted to those entitiesthis Agreement.

Transaction Overview. Strict Foreclosure Transaction The Restructuring shall be effected as follows promptly after Kadimastem will acquire NLSP, a company that is a reporting issuer in the occurrence of one or more Events of Default under US and is listed on the 2019 and 2020 Indentures: The following NewCo entities shall have been formed prior to the consummation of the Strict Foreclosure Transaction: (i) a limited liability company Nasdaq Capital Market (“Bondholder NewCo”), which, if desired, could be classified as a C-corporation, (ii) a direct subsidiary of Bondholder NewCo, which will also be a holding company, and may be an LLC (including an LLC classified as a corporation) or a C-Corp (“Bondholder Intermediate HoldcoNasdaq”), and (iii) will do so through a direct reverse triangular merger structure in which Kadimastem will become a wholly owned subsidiary of Bondholder Intermediate Holdcothe Company as the surviving entity (the “Transaction” and the “Surviving Entity”); provided, however, the parties may determine to pursue alternative acquisition structures to achieve tax efficiency and to accommodate Nasdaq, regulatory, and certain corporate requirements as may be mutually agreed upon by the parties. The parties intend that NLSP’s operations, assets, business personnel, indebtedness and liabilities existing immediately prior to the closing of the Transaction (the “Closing”), but excluding Nasdaq platform and certain R&D assets to be mutually agreed upon by the parties (such excluded assets, the “Legacy Business”), shall be transferred out of NLSP prior to the Closing (the “Restructuring”). Subject to, among other things, satisfactory financial, corporate, and legal due diligence, the parties shall decide upon the most beneficial and efficient manner to structure the Restructuring, which may be a Cbe, inter-Corp or an LLC classified as a corporation alia, by form of issuance of contingent value rights (“Bondholder OpCoCVR”), a spin-off, sale of assets, or otherwise. It is contemplated that, subject to satisfactory due diligence, in event that the Restructuring is effected by issuing CVRs, (1) the CVRs will provide current shareholders of NLSP the right to receive net cash, equity, or other net value of the CVR upon a Legacy Business sale (and after the discharge of all liabilities and indebtedness related to the Legacy Business) (the parties agreeing that they will work cooperatively with each other in performing additional tax, securities “Legacy Business Sale”) and corporate law analysis necessary to determine (2) the most efficacious form of entities to ultimately use to effectuate the Restructuring); At the direction sale of the respective Indenture Trustees, who in turn Legacy Business shall be acting at take place within 12 months from the direction closing of the respective holders of a majority of the 2019 and 2020 Notes, and with the consent of the Revolver Administrative Agent, the Collateral Agent under, and as defined in, that certain Collateral Agreement, dated as of April 29, 2011 Transaction (the “Collateral AgreementClosing Date”), among the Company, certain of its direct and indirect subsidiaries, the Revolver Administrative Agent, the Indenture Trustee under the 2019 Indenture, and ComputerShare Trust Company, N.A., as successor to U.S. Bank National Association, as Collateral Agent (together with any sub-collateral agent appointed by such collateral agent, the “Collateral Agent”), and CCFI shall enter into and consummate a strict foreclosure agreement (the “Strict Foreclosure Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Collateral Agent shall acquire, in full satisfaction of all 2019 and 2020 Note Claims, the transferrable right to acquire all right, title and interest in and to, all of the pledged equity interests in the first-tier subsidiaries of CCFI and all other assets of CCFI, free and clear of all liens, claims and encumbrances, (the “Specified Collateral”), and, if Required Consenting Noteholders have consented to such merger, thereafter CCFI shall merge with and into Bondholder NewCo, or a direct or indirect subsidiary thereof, at a time to be determined; The Collateral Agent shall transfer its right to acquire ownership of the Specified Collateral to Bondholder OpCo; Bondholder OpCo shall assume responsibility, as borrower, for all of the New Revolving Credit Facility Claims of CCF Issuer (the New Revolving Credit Facility Claims so assumed, the “Assumed New Revolving Credit Facility Claims”), and Bondholder Intermediate Holdco shall guarantee the Assumed New Revolving Credit Facility Claims and each of Bondholder OpCo and Bondholder Intermediate Holdco shall grant first-priority liens on all or substantially all of their assets to secure their respective obligations under or in respect of the Assumed New Revolving Credit Facility Claims. All of the direct and indirect subsidiaries of Bondholder Intermediate Holdco (other than the SPV Subsidiaries) shall continue to guarantee the Assumed New Revolving Credit Facility Claims, and their guarantee obligations shall continue to be secured by first-priority liens on all or substantially all of their assets. The terms of the Assumed New Revolving Credit Facility Claims will be amended and restated consistent with the terms described herein under the caption “Amended and Restated Revolving Credit Facility. To effectuate Bondholder OpCo’s assumption of the Assumed New Revolving Credit Facility Claims, CCFI shall transfer all of the equity interests in CCF Issuer to Bondholder OpCo, subject to the liens securing the New Revolving Credit Facility Claims. In addition, as consideration for the consent of the applicable Revolving Lenders and the New Noteholders to the foregoing and to the Restructuring, Bondholder NewCo shall issue the Class B Units (as defined below) to the New Noteholders; As consideration for acquiring the ownership of the Specified Collateral in the Strict Foreclosure Transaction, Bondholder NewCo and Bondholder OpCo, as applicable, shall deliver (via the Collateral Agent) on a ratable basis to the 2019 Noteholders and 2020 Noteholders (i) 100% percent of the common units of Bondholder NewCo (“Common Units”) issued on the Effective Date,2 and (ii) the New PIK Notes (as defined below) in the aggregate principal amount equal to the aggregate principal amount of the 2019 and 2020 Notes Claims, plus interest accrued thereon through November 15, 2018; The foregoing transactions shall be collectively hereinafter referred to as the “Strict Foreclosure Transaction,” and Record Date”. Not later than 90 days following the term “Restructuring” shall include Closing Date, the Strict Foreclosure Transaction and all other transactions contemplated in this Term Sheet. Amendment of New Revolving Credit Facility Claims and New Secured Notes Claims Concurrently with the consummation assets of the Strict Foreclosure TransactionLegacy Business will be offered for sale through a tender or other process pursuant to terms and conditions as determined by the Surviving Entity and a to-be-designated representative of NLSP. If, and however, the Legacy Business (in case not transferred prior to the Closing Date) shall be cashflow and/or profit negative as a condition precedent to obtaining the consent of the Revolver Administrative Agent end of any fiscal quarter, excluding the purposes of such calculation all intellectual property maintenance costs up to the Strict Foreclosure Transactiona maximum of $100,000 per calendar year, and with the consent of the Bondholder Designee and the New Notes Indenture Trustee, (a) CCFI (or Bondholder OpCo, as applicable) and CCF Issuer shall then (i) the Surviving Entity may nevertheless cause to be paid in full in cash all accrued interestthe Legacy Business Sale after the Record Date, fees, costs and expenses in respect transfer and/or shut down of the New Revolving Credit Facility Claims (the “New Revolver Cash Payoff Amount”)Legacy Business, and (ii) amend and restate Kadimastem (i.e., its former shareholders) shall be entitled to compensation for the New Revolving Credit Facility consistent with losses generated by the terms described herein under Legacy Business from the caption “Amended and Restated Revolving Credit Facility”, and (iii) amend date hereof until such shut down/sale accumulated on the New Notes Indenture consistent with the terms described herein under the caption “Amended Notes Indenture”, and (b) Bondholder NewCo period as shall issue ratably to the New Noteholders (excluding the VPC Revolving Lenders), a number of common units of Bondholder NewCo (the “Class B Units”) equal to 12.3% of the total number of outstanding Common Units (other than Class C Units) as of the Effective Date; provided, however, that be agreed upon in the event that Bondholder NewCo shall issue after the Effective Date Common Units in consideration of the redemption of the New PIK Notes (the “Redemption Units”) or Common Units in connection with the issuance of any additional debt securities (the “Additional Financing Units”), the number of Class B Units shall be adjusted such that the aggregate number of all Class B Units continues to be equal, in the aggregate, to 12.3% of the sum of all Common Units, including Class B Units, the Redemption Units and the Additional Financing Units, but excluding Class C Units; provided, further, that all such Class B Units shall be subject to dilution from the MIP. For avoidance of doubt, the portion of the New Revolver Cash Payoff Amount allocable to the payment of the fees, costs and expenses of the New Notes Indenture Trustee and the Bondholder Designee shall be remitted to those entitiesDefinitive Agreement.