Conscious Content Media - Chapter 11 Plan Terms

RSA Terms

Overview

• The Debtors entered into a Restructuring Support Agreement dated December 16, 2025 with:
  • Magnetar Noteholders
  • 2023 Bridge Noteholders
  • Mezzanine Noteholder
  • Secured Convertible Noteholders (collectively, the "Consenting Secured Noteholders")
• The RSA contemplates restructuring transactions to be implemented through Chapter 11 proceedings that provide for:
  • Restructuring of the Debtors' capital structure through a consensual plan of reorganization
  • DIP Facility of up to $10 million (inclusive of roll-up of the DIP Bridge Loan) to provide liquidity during the Chapter 11 Cases
  • Exit Financing of up to $20 million (inclusive of up to $10 million of the DIP Facility converted into Series A Preferred New Equity)
  • Emergence as a going concern with deleveraged balance sheet
• Ongoing discussions with the Debtors' stakeholders ultimately resulted in the RSA with the Consenting Secured Noteholders and the filing of the Chapter 11 Cases.

Consenting Parties

• The RSA was executed by:
  • Conscious Content Media, Inc. and its affiliates (the "Company Parties")
  • Holders of Magnetar Notes
  • Holders of the 2023 Bridge Loan
  • Holder of the Mezzanine Loan
  • Holders of the Secured Convertible Loan
• The RSA became effective and binding upon each Consenting Party upon its execution of a counterpart signature page, provided that each of the Company Parties had executed and delivered counterpart signature pages.

Restructuring Transactions

• The Plan implements the Restructuring Transactions with every Secured creditor in the Chapter 11 Cases.
• During the Chapter 11 Cases, the Debtors intend to operate their businesses in the ordinary course.
• On the Effective Date, the Reorganized Debtors shall issue the Restructured Notes and the New Convertible Notes on the terms set forth in the Plan and the RSA.
• The Debtors and the Consenting Secured Noteholders will work together in good faith to structure and implement the Restructuring Transactions in a tax-efficient and advantageous structure.
• Treatment of secured and unsecured creditors:
  • Magnetar Secured Claims (Class 3): Allowed in aggregate principal amount of $64,410,000, plus accrued interest, fees and costs, to receive pro rata share of Restructured Magnetar Notes and 2,284,090 shares of New Common Equity
  • 2023 Bridge Secured Claims (Class 4): Allowed in aggregate principal amount of $8,422,000, plus accrued interest, fees and costs, to receive $4,211,000 in cash, pro rata share of Restructured 2023 Bridge Notes, and 189,397 shares of New Common Equity
  • Mezzanine Secured Claims (Class 5): Allowed in aggregate principal amount of $15,000,000, plus accrued interest, fees and costs, to receive pro rata share of Restructured Mezzanine Notes and 269,839 shares of New Common Equity
  • Secured Convertible Claims (Class 6): Allowed in aggregate principal amount of $5,514,234, plus accrued interest, fees and costs, to receive pro rata share of Restructured Secured Convertible Notes and 86,673 shares of New Common Equity
  • Post-Closing Claims (Class 7) and General Unsecured Claims (Class 8): Holders to elect among three options:
    • Option A: Pro rata share of $4 million cash pool paid in three installments ($1.75 million on Effective Date; $1.25 million on 90-day anniversary of the Effective Date plus 8% annual interest accrued from the Effective Date to payment date; and $1 million on one-year anniversary of the Effective Date plus 8% annual interest accrued from the Effective Date to payment date), with acceleration and payment in a lump sum, with interest, within five business days of Debtors closing on $15 million in New Preferred Equity (Series B). Estimated recovery: 6-9%.
    • Option B: New Convertible Note in principal amount of 25% of Allowed Claim
    • Option C: 100% of Allowed Claim paid in New Common Equity at $15.51 per share
• Notwithstanding that Holders of Post-Closing Claims and General Unsecured Claims are not entitled to any recovery under the provisions of the Bankruptcy Code, the Consenting Secured Noteholders agreed to allocate a meaningful portion of their Secured Claims to ensure recovery to such unsecured creditors.
• The Consenting Secured Noteholders allocated this recovery to facilitate a smooth transaction and chapter 11 process and have conditioned this recovery on the Debtors' ability to consummate the restructuring on the terms and timeline set forth in the RSA.

DIP Financing

• The Debtors entered into a senior secured, priming, and super-priority DIP Facility in the aggregate principal amount of up to $10 million (inclusive of the roll-up of the DIP Bridge Loan).
  • In a letter agreement dated October 2025, and again in the RSA, the Consenting Secured Noteholders agreed to consent to a roll-up of the DIP Bridge Loan into the DIP Facility and subordinate their security interests to the DIP Facility (including the roll-up of the DIP Bridge Loan therein).
• The Plan proposes treatment for the DIP Facility consistent with the DIP Term Sheet.
• DIP/Cash Collateral Orders to provide adequate protection for each Consenting Party:
  • Valid, binding, enforceable, and perfected replacement liens (subject only to the Carve Out and the DIP Liens) on all DIP Collateral and all assets and proceeds to the same priority and extent as creditors' liens prepetition
  • Superpriority claims under section 507(b) of the Bankruptcy Code to the extent of any diminution in value

Exit Financing

• The Company Parties intend to raise $20 million of Exit Financing (inclusive of up to $10 million of the DIP Facility converted into Series A Preferred New Equity on the same terms as Exit Financing) on the following terms:
  • $8,500,000 pre-money valuation
  • Series A Preferred New Equity
  • 8% dividend
  • 1.0x liquidation preference
  • Standard NVCA terms
• As a condition precedent to the Confirmation Hearing and confirmation of the Plan, the Debtors must provide evidence of binding commitments for or funding of Exit Financing in an amount sufficient to pay all payments due on the Effective Date.
• Persons who enter into a binding commitment to provide Exit Financing (not included in the DIP Facility) on or prior to a date set by the Debtors between March 15 - April 1, 2026, which is accepted by the Debtors and funded at least five Business Days before the Effective Date, shall receive 10-year warrants to purchase shares of New Common Equity of Reorganized CCM at an exercise price of $0.01.

Plan Support

• During the Agreement Effective Period, each Consenting Party agrees, in respect of all of its Company Claims/Interests, to:
  • Support the Restructuring Transactions and vote in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions
  • Vote to accept the Plan by delivering duly executed and completed ballots accepting the Plan on a timely basis following commencement of solicitation and receipt of Solicitation Materials
  • Elect not to opt out of the releases set forth in the Plan
  • Not change, withdraw, amend, or revoke any vote or election
  • Use commercially reasonable efforts to cooperate with the Debtors' efforts to obtain additional support for the Restructuring Transactions from other stakeholders
  • Use commercially reasonable efforts to cooperate with the Debtors' efforts to oppose any party from taking actions inconsistent with the RSA
  • Give any notice, order, instruction, or direction to the applicable Trustees necessary to give effect to the Restructuring Transactions
  • Negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents
• During the Agreement Effective Period, each Consenting Party agrees not to:
  • Object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions
  • Propose, file, support, or vote in favor of any Alternative Restructuring Proposal
  • File any motion, pleading, or other document with the Bankruptcy Court that is not materially consistent with the RSA or the Plan
  • Initiate any litigation or proceeding with respect to the Chapter 11 Cases, the RSA, or the Restructuring Transactions other than to enforce the RSA or any Definitive Document
  • Exercise any right or remedy for the enforcement, collection, or recovery of any Claims against or Equity Interests in the Company Parties other than in accordance with the Definitive Documents
• Each Consenting Party agrees to support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with the RSA, including the applicable Milestones.

Standstill and Forbearance

• During the Agreement Effective Period, until the occurrence of the Petition Date or an applicable Termination Date:
  • Each Consenting Party covenants and agrees that it shall not exercise its rights, remedies, powers, privileges and defenses under the Magnetar Notes, the Bridge Loan, the Mezzanine Loan, or the Secured Convertible Loan with respect to the occurrence of any default or event of default (other than with respect to the charging of any default interest, as may be applicable)
  • Each Consenting Party covenants and agrees that it shall forbear from instituting or pursuing any suit or proceeding in any court, or taking any other formal action, or sending any legal notice, concerning the Magnetar Notes, the Bridge Loan, the Mezzanine Loan, or the Secured Convertible Loan or matters arising therefrom or related thereto

Milestones

• Petition Date to occur no later than December 21, 2025
• First Day Pleadings and DIP/Cash Collateral Motion to be filed within three calendar days of Petition Date
• Interim DIP/Cash Collateral Order to be entered on or before five calendar days after Petition Date
• Plan and motion seeking confirmation of Plan and approval of Disclosure Statement to be filed on or before thirty calendar days after Petition Date
• Final DIP/Cash Collateral Order to be entered on or before thirty calendar days after Petition Date
• Order confirming Plan and approving Disclosure Statement to be entered on a final basis on or before ninety days after Petition Date
• Plan Effective Date to occur on or before one hundred days after Petition Date

Termination Rights

• Each Consenting Party may terminate the RSA upon:
  • Breach in any material respect by a Company Party of any representations, warranties, or covenants that is materially adverse to such Consenting Party and remains uncured for ten Business Days after written notice
  • Failure to meet any Milestone by the specified deadline, unless consented to by the Consenting Parties
  • Termination, reduction, restriction or acceleration of the DIP Facility, or occurrence of an event of default under the DIP Credit Agreement that remains uncured
  • Occurrence of a termination event or event of default with respect to consensual use of cash collateral
  • Company Parties do not receive binding commitments for a minimum of $20 million in Exit Financing (inclusive of commitments of up to $10 million of the DIP Facility to be converted into Series A Preferred New Equity) by February 28, 2026, unless consented to by the Consenting Parties
  • Bankruptcy Court enters a final, non-appealable order denying confirmation of the Plan
  • Any Company Party withdraws the Plan or support therefor, or files any pleading proposing an Alternative Restructuring Proposal
  • Company Parties fail to demonstrate $3,000,000 in liquidity as measured by the liquidity covenant in Section 4.25 of the Magnetar Notes (as revised by the Magnetar Notes Term Sheet) upon the Effective Date
• Any Company Party may terminate the RSA upon:
  • Breach in any material respect by any Consenting Party of any provision that remains uncured for fifteen Business Days after receipt of notice
  • Board of directors or similar governing body determines, after consulting with counsel, that proceeding with any Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable law, or determines solely in the exercise of its fiduciary duties to enter into an Alternative Restructuring Proposal; provided that the Consenting Parties shall be provided five Business Days to propose modifications
  • Bankruptcy Court enters a final, non-appealable order denying confirmation of the Plan
• The RSA terminates automatically without any further required action immediately after the Plan Effective Date.
• The RSA may be terminated by mutual written agreement among the Consenting Parties and each Company Party.
• If a termination event occurs and the support of the Consenting Secured Noteholders were to be withdrawn, and the votes of such holders were revoked, the Debtors may need to amend the Plan.

Releases

• Consenting Parties and Company Parties to provide mutual releases upon the Effective Date (which releases shall be effective upon the Effective Date and shall include the carve-out for actual fraud, willful misconduct, or intentional wrongdoing).
• Effective on the Agreement Effective Date and the Plan Effective Date, each Released Party is deemed released and discharged by Company Releasing Parties from any and all Causes of Action, whether known or unknown, based on or relating to, or in any manner arising from:
  • The Company Parties (including the management, ownership, or operation thereof)
  • The Magnetar Notes, the Bridge Loan, the Mezzanine Loan, or the Secured Convertible Loan
  • The purchase, sale, or rescission of any Security of the Company Parties
  • The subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan
  • The business or contractual arrangements between any Company Party and any Released Party
  • The Company Parties' in- or out-of-court restructuring efforts
  • Intercompany transactions
  • The Transaction Documents, the Chapter 11 Cases, the RSA, the Definitive Documents, or any Restructuring Transaction
  • The filing of the Chapter 11 Cases, the pursuit of confirmation, the pursuit of consummation, the administration and implementation of the Plan
  • The issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan
• Effective on the Plan Effective Date, each Released Party is deemed released and discharged by Consenting Party Releasing Parties from any and all Causes of Action, whether known or unknown, relating to the matters described above.
• Nothing in the RSA and the Releases shall or shall be deemed to result in the releasing, waiving, or limiting of:
  • By Company Parties or any officer, director, or employee thereof, of: (i) any indemnification against any Company Party, insurance carriers, or any other Entity, (ii) any rights as beneficiaries of any insurance policies, (iii) wages, salaries, compensation, or benefits, (iv) intercompany claims, or (v) any equity interest held by a Company Party
  • By Consenting Parties or Trustee of any Claims, security interests, or other rights or obligations under the Magnetar Notes, the Bridge Loan, the Mezzanine Loan, or the Secured Convertible Loan (except as may be expressly amended or modified by the Plan upon the Plan Effective Date)
  • By any Party or other Entity of: (i) any post-Agreement Effective Date rights or obligations under the RSA or Transaction Documents, (ii) any post-Plan Effective Date rights or obligations under the Plan, Transaction Documents, Confirmation Order, or Restructuring Transaction, or (iii) any Claim, right or obligation arising under the Plan
  • Nothing in the Releases shall release, waive, or otherwise impair any claims, rights, or defenses of any Releasing Party against any Released Party to the extent arising from such Released Party's actual fraud, willful misconduct, or intentional wrongdoing; provided that mere negligence or gross negligence shall not, standing alone, constitute willful misconduct
• Each of the Releasing Parties further agrees and covenants not to commence or prosecute, or assist or otherwise aid any other Entity in the commencement or prosecution of, whether directly, derivatively or otherwise, any Released Claims.
• The Released Parties and Exculpated Parties, including current directors and officers, have made substantial and valuable contributions to the Debtors' restructuring through efforts to negotiate and implement the RSA and the Plan, which maximizes and preserves the going-concern value of the Debtors for all parties in interest, including employees, and further, optimizes recoveries and provides for the best possible conclusion of the Chapter 11 Cases.
• The releases, injunctions, and exculpations may not be approved, in which case certain Released Parties may withdraw their support from the Plan, notwithstanding the existence of the RSA.

Restructuring Expenses

• The Company Parties shall pay and reimburse all reasonable and documented fees and expenses (including travel costs) and all outstanding and unpaid amounts incurred in connection with the Restructuring Transactions and Definitive Documents since inception of the applicable fee or engagement letters of attorneys, accountants, other professionals, advisors, and consultants of each Consenting Party (whether incurred directly or on their behalf and regardless of whether such fees and expenses are incurred before or after the Agreement Effective Date) up to the capped amounts (if applicable), including the fees and expenses of:
  • The Magnetar Noteholders
  • DKH Capital LLC as collateral agent for the Bridge Noteholders
  • All other Bridge Noteholders up to $10,000 in the aggregate
  • The Mezzanine Noteholder up to $10,000 in the aggregate
  • The Secured Convertible Noteholders up to $15,000 in the aggregate ($10,000 for Sesame Workshop and $5,000 for Dave Pottruck)
• The Restructuring Expenses incurred, or estimated to be incurred, up to and including the Effective Date shall be paid in full in Cash on the Effective Date (to the extent not previously paid during the Chapter 11 Cases) without the requirement to file a fee application with the Bankruptcy Court and without any requirement for Bankruptcy Court review or approval provided that the Debtors and Reorganized Debtors shall have the right to review reasonably detailed invoices and object to any such Restructuring Expenses on reasonableness grounds.

Definitive Documents

• The Definitive Documents remain subject to negotiation and completion.
• Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of the RSA.
• The Definitive Documents shall be in form and substance acceptable to the Company Parties and the Consenting Parties; and, with respect to the DIP/Cash Collateral Orders, consistent in all material respects with the adequate protection requirements set forth in the RSA.
• The RSA may be modified, amended, or supplemented, or a condition or requirement may be waived, in a writing signed by: (a) each Company Party and (b) each Consenting Party, solely with respect to any modification, amendment, waiver or supplement that adversely affects the rights, obligations or treatment under the RSA, the Plan or any Definitive Document of such Consenting Party.
• If the proposed modification, amendment, waiver, or supplement has a material, disproportionate, and adverse effect on any of the Company Claims/Interests held by a Consenting Party, then the consent of each such affected Consenting Party shall be required.
• The Restructured Note Documents have been executed and/or effectuated, shall be in form and substance materially consistent with the RSA, and any conditions precedent related thereto or contained therein, shall have been satisfied prior to or contemporaneously with the occurrence of the Effective Date or otherwise waived.
• After entry of the Confirmation Order, the Debtors may modify the Plan to remedy any defect or omission or to reconcile any inconsistencies, provided that such modification shall not (i) materially and adversely affect the interests, rights, treatment or Distributions of any Class of Allowed Claims or Interests under the Plan; or (ii) be materially inconsistent with the RSA and Definitive Documents.

Conditions Precedent to Effective Date

• The Bankruptcy Court shall have entered the Confirmation Order, which shall be a Final Order
• The DIP Orders shall have become Final Orders
• The Debtors shall have paid in full in Cash or otherwise satisfied all obligations under the DIP Documents incurred prior to the Effective Date
• The Debtors shall fund the Professional Fee Escrow Account with each Professional Fee Claim Estimate
• Debtors must provide evidence of binding commitments for or funding of Exit Financing in an amount sufficient to pay all payments due on the Effective Date
• The Restructured Note Documents have been executed and/or effectuated, shall be in form and substance materially consistent with the RSA, and any conditions precedent shall have been satisfied or waived
• The New Organizational Documents shall have been executed and/or effectuated and any conditions precedent shall have been satisfied or waived
• The New Equity to be issued and/or delivered on the Effective Date shall have been validly issued by Reorganized CCM, shall be fully paid and non-assessable, and shall be free and clear of all taxes, liens or other encumbrances (except for restrictions on transfer as may be imposed by applicable securities Laws and as may be imposed by the New Organizational Documents)
• The Reorganized Debtors will have cash on hand of at least $3,000,000 as measured by the liquidity covenant in Section 4.25 of the Magnetar Notes (as revised by the Magnetar Notes Term Sheet) upon the Effective Date after giving effect to the Exit Financing and all Plan Distributions
• The Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents necessary to implement and effectuate the Plan
• The Debtors shall have used best reasonable efforts to respond to the Committee's requests with respect to the 1099 Correction
• None of the Chapter 11 Cases shall have been converted to a case under Chapter 7 of the Bankruptcy Code, and no order appointing a trustee or examiner shall have been entered and remain in effect
• The Restructuring Transactions and all transactions contemplated herein shall have been consummated in a manner consistent in all respects with the RSA and the Restructured Note Documents

Governing Law

• The RSA is governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in such State, without giving effect to the conflict of laws principles thereof.