Getty Images - Chapter 11 Case Summary

Getty Images filed Chapter 11 with a prepackaged plan supported by holders of approximately $1.31 billion of funded debt, attributing the filing to more than $200 million of warrant litigation judgments and interest, over $100 million of fees on the failed Shutterstock merger, and an unsustainable debt service burden. Affiliates of the Getty family and Koch Equity Development, already the two largest shareholders, would receive 100% of the reorganized equity, before MIP dilution, for up to $533 million of new cash, Koch-provided DIP loans and converted term loans.

Business Description

Headquartered in Seattle, Washington, Getty Images Holdings, Inc. ("GIH"), together with its affiliated debtors (collectively, the "Debtors" and, together with their non-Debtor affiliates, the "Company" or "Getty Images"), is a global visual content creator and marketplace. It licenses photos, illustrations, videos and music to businesses, media organizations and individuals. Its customers include corporations, media organizations, advertising agencies, and individual creators and prosumers. They buy à la carte and subscription access to pre-shot content and coverage, as well as generative AI services, custom content assignments, digital asset management tools, data insights, research and print offerings.

The Company's library holds over 662 million creative and editorial images and videos. Its analog archives hold over 150 million historical photographs covering more than a century of popular culture, sports, entertainment and world events. Its platforms process over 2.1 billion searches a year and serve approximately 636,000 purchasing customers.

For the twelve months ended June 30, 2026, the Company generated approximately $978 million of revenue and approximately $307 million of Adjusted EBITDA. Annual subscriptions make up approximately 59% of total revenue, and over 70% of booked revenues come from customers with a tenure of 10 years or more.

Corporate History

Founding and Ownership

Mark Getty and Jonathan Klein co-founded the business in London in March 1995 as Getty Communications. Their aim was to bring the fragmented stock photography market together on a technology-driven licensing platform. Getty Communications listed on the Nasdaq National Market in July 1996. In September 1997 it merged with PhotoDisc, Inc. and moved its headquarters to Seattle. A series of acquisitions followed.

Hellman & Friedman LLC took Getty Images private in a February 2008 leveraged buyout at $34 per share. In October 2012, Hellman & Friedman sold a controlling stake to The Carlyle Group, and the Getty family, through Getty Investments, rolled its ownership interests into the acquisition. In 2018, Getty family stockholders bought out all of Carlyle's equity, and Mark Getty again became Chair. Koch Equity Development LLC ("KED") made a non-controlling investment in November 2018. Affiliates of the Getty family and KED are GIH's two largest shareholders (together, the "Plan Sponsors").

Getty Images became publicly listed through a business combination with a special purpose acquisition company that closed on July 22, 2022. GIH's Class A common stock traded on the NYSE under the symbol "GETY" until GIH was formally delisted on October 12, 2026. The stock now trades on the Pink Open Market, where it last closed at $0.02 per share on October 20, 2026. Approximately 421.0 million shares were outstanding as of October 21, 2026 (the "Petition Date").

Governance and the Trademark Option Agreement

GIH's board of directors (the "Board") consists of Mark Getty (Chair), Michael Harris, Tracy Knox, Patrick V. Maxwell, Jeffrey Titterton, Brett D. Watson, Elizabeth Abrams, Thomas Walper and Chief Executive Officer Craig Peters. Each Debtor subsidiary has its own board. Peters joined Getty Images in 2007, served as Chief Operating Officer from 2016 and became CEO in January 2019.

Getty Investments L.L.C., Getty Images, Inc. and Getty Communications PLC are parties to a Restated Option Agreement dated February 9, 1998. It has been amended and restated, including by a February 19, 2019 letter agreement between Getty Investments L.L.C. and Getty Images, Inc. (as amended, the "Trademark Option Agreement"). Under it, Getty Investments L.L.C. holds rights in respect of the trademarks the agreement defines as the "Getty Marks."

Operations Overview

The Company's library grows by approximately 11 million new assets each quarter. Getty Images employs over 115 staff photographers and videographers. It distributes content from over 600,000 contributors, over 84,000 of whom work exclusively with Getty Images, and from more than 360 premium content partners, with exclusive coverage of the Olympics, FIFA World Cup, Formula 1, the Academy Awards and the Grammy Awards. The editorial team of approximately 300 professionals averages over 14 years of industry experience. As of the Petition Date, the Company served approximately 240,000 active annual subscribers through websites in 23 languages.

Brands

Each of the Company's brands targets a distinct customer segment and content type:

Product Categories

Artificial Intelligence

The Declaration describes artificial intelligence as both a challenge and an opportunity. It says generative AI tools have put pressure on the budget-conscious microstock image market, which it calls a small portion of Getty Images' overall business. Getty Images has invested in content authenticity technology, including C2PA and watermarking. It has also licensed images, video and metadata to AI technology companies for training foundation models. It powers AI-driven search and discovery tools, such as those offered by Perplexity and OpenAI/ChatGPT, and keeps traditional search licensing agreements with conventional web search engines. The Declaration describes these licensing arrangements as a growing new revenue stream.

Footprint and Workforce

The Company has approximately 1,600 employees across 32 countries. In recent periods it earned approximately 44% of its revenue from operations outside the United States. Its non-Debtor subsidiaries operate in jurisdictions including the United Kingdom, Ireland, Canada, Australia, Japan, India, Singapore, Hong Kong, Sweden, Germany, France and Brazil.

Prepetition Obligations

As of the Petition Date, the Debtors had approximately $1.46 billion of funded debt. Approximately $1.19 billion of it is secured by substantially all of the assets of the applicable Debtors, subject to customary thresholds and limitations, including 35% of the interests in foreign non-Debtor subsidiaries.

InstrumentBorrower / IssuerGuarantorsMaturityOutstanding Principal
Revolving Credit Facility (secured)Getty Images, Inc.; Abe Investment Holdings, Inc.Griffey Midco (DE), LLC; Getty Images (Seattle), Inc.; Getty Images News Services (PRC), Inc.; Getty Images (US), Inc.May 4, 2028$150 million
USD Term Loans (secured)Getty Images, Inc.; Abe Investment Holdings, Inc.Griffey Midco (DE), LLC; Getty Images (Seattle), Inc.; Getty Images News Services (PRC), Inc.; Getty Images (US), Inc.February 21, 2030$40 million
EUR Term Loans (secured)Getty Images, Inc.; Abe Investment Holdings, Inc.Griffey Midco (DE), LLC; Getty Images (Seattle), Inc.; Getty Images News Services (PRC), Inc.; Getty Images (US), Inc.February 21, 2030$456 million (€407 million)
11.25% Secured NotesGetty Images, Inc.Abe Investment Holdings, Inc.; Griffey Midco (DE), LLC; Getty Images (Seattle), Inc.; Getty Images News Services (PRC), Inc.; Getty Images (US), Inc.February 21, 2030$540 million
9.75% Notes (unsecured)Getty Images, Inc.Getty Images Holdings, Inc.; Getty Images (Seattle), Inc.; Getty Images News Services (PRC), Inc.; Getty Images (US), Inc.March 1, 2027$5 million
14.00% Notes (unsecured)Getty Images, Inc.Getty Images Holdings, Inc.; Getty Images (Seattle), Inc.; Getty Images News Services (PRC), Inc.; Getty Images (US), Inc.March 1, 2028$265 million
Total Debtor funded debt$1.46 billion

Secured Credit Facility and Secured Notes

Getty Images, Inc. and Abe Investment Holdings, Inc. are the borrowers under a senior secured credit agreement dated February 19, 2019 (as amended, the "Credit Agreement"). JPMorgan Chase Bank, N.A. ("JPMorgan") is administrative agent and collateral agent. The Credit Agreement obligations are secured by a first-priority lien on substantially all of the loan parties' assets, and all of its guarantors are Debtors. As first set up, the facility had a $1.040 billion U.S. dollar term loan, a €450 million euro term loan and an $80 million revolving credit facility (the "Revolving Credit Facility").

Unsecured Notes

GIH is an obligor on two series of senior unsecured notes issued by Getty Images, Inc. The 9.750% Senior Notes (the "9.75% Notes") were issued in February 2019 for $300.0 million. They pay fixed interest semiannually on March 1 and September 1 and mature March 1, 2027. During 2025, the Company exchanged a substantial portion of the 9.75% Notes for new 14.000% Senior Notes due 2028 (the "14.00% Notes" and, with the 9.75% Notes, the "Unsecured Notes"), issued under an October 21, 2025 indenture. Wilmington Trust, National Association is trustee for both series. Approximately $5 million of 9.75% Notes and approximately $265 million of 14.00% Notes remain outstanding. The Company repaid approximately $30 million of the 14.00% Notes in the six months ended June 30, 2026.

Other Unsecured Obligations

Events Leading to Bankruptcy

The Declaration attributes the filing mainly to three non-operational events:

In the twenty-two months before the Petition Date, the Company's liquidity fell by 80%. At filing it was only slightly above the $50 million operational threshold the Declaration says the Company needs to keep its worldwide operations stable.

The Warrant Litigation

The dispute concerns 20,700,000 public warrants, each exercisable for one share of common stock at $11.50. They are governed by a warrant agreement dated August 4, 2020 (the "Warrant Agreement"), which Getty Images assumed on July 22, 2022, when its business combination closed. The warrants were to become exercisable thirty days after that closing, subject to two conditions: an effective Securities Act registration statement for the underlying common stock and a current prospectus. After the listing, high redemptions of the special purpose acquisition company's shares before closing, insider lock-ups and large insider holdings left a float of less than 0.2% of total shares issued. The share price rose from less than $10 to over $32 in less than a week.

Certain holders asked about exercising their warrants, or claim to have tried. The Company's position was that the exercise conditions had not been met because a separate registration statement was not yet effective. It allowed exercise from September 16, 2022, the day after that registration statement was declared effective, by which time the stock had fallen below the exercise price. It redeemed the remaining warrants in October 2022. Starting in late 2022, former holders sued for breach of the Warrant Agreement.

According to the Declaration, the warrant litigation has produced over $200 million in adverse judgments and associated interest, plus $35 million in legal fees and expenses over approximately four years. The Declaration also estimates potential exposure of about $275 million from additional unasserted warrant claims (described once as "as high as" and once as "over" that amount).

The Failed Shutterstock Merger

On January 6, 2025, Getty Images signed an Agreement and Plan of Merger with Shutterstock (the "Merger Agreement"). At closing, the combined company would have had an enterprise value of approximately $3.7 billion, and existing Getty Images equity holders would have kept approximately 54.7%. The merger needed approvals from regulators including the U.S. Department of Justice, which finished its review with no objections on February 23, 2026, and the U.K. Competition and Markets Authority (the "CMA").

The CMA began a Phase 1 investigation in April 2025. On October 20, 2025, it concluded that the merger may substantially lessen competition in both creative and editorial content. The Declaration says the CMA gave no weight to competition from generative AI, bundled solutions and other providers in creative content. It also says the CMA's editorial concerns focused narrowly on the U.K. editorial market, which represented less than 1% of Shutterstock's global revenues. The parties proposed remedies, including divestitures, on October 27, 2025. The CMA nonetheless referred the merger to a Phase 2 investigation on November 3, 2025, initially planned to run six months but later extended. The CMA then issued three further decisions:

Under the Merger Agreement, the divestiture was a "burdensome condition" the Company did not have to accept. In May and June 2026, the Company and Shutterstock tried to meet the condition by identifying buyers for Shutterstock's editorial business and supporting bidder diligence. On June 30, 2026, the Board unanimously decided to terminate the Merger Agreement, assuming no material change in circumstances before July 7, 2026, and announced the decision in a Form 8-K that day. The Declaration says the decision rested partly on two concerns. First, the cost, time and obligations of a CMA-supervised divestiture would outweigh the merger's benefits at a time when the warrant judgments and transaction costs had depleted liquidity. Second, given the warrant exposure, the combined company might still face insolvency. Getty Images delivered written notice of termination on July 7, 2026. Following the June 30 announcement, its debt and equity traded down sharply, and its share price fell from $0.94 to $0.48 by July 22, 2026. Over the eighteen months between signing and termination, the Company spent:

Debt Service and Liquidity

Interest expense for the six months ended June 30, 2026 was $111.5 million, up 61.1% from $69.2 million a year earlier. The Declaration attributes the increase mainly to the 10.500% Notes and to higher rates from the 2025 refinancing transactions, including those on the 11.25% Secured Notes and the 14.00% Notes. Excluding the redeemed 10.500% Notes, annualized debt service as of the Petition Date was approximately $239 million, consisting of approximately $154 million of interest on funded debt, €22 million of scheduled EUR Term Loan amortization and the $60 million required annual repayment on the 14.00% Notes. The Declaration says this burden, together with the warrant litigation and the merger costs, exceeds the cash the Company generates from operations.

Cash and cash equivalents fell from $90.2 million at December 31, 2025 to approximately $54 million at the Petition Date. The Revolving Credit Facility was undrawn as recently as March 31, 2026 and was fully drawn within approximately three months. In July 2026, the Company's forecasts showed total liquidity falling below its $50 million minimum operating requirement by the fourth quarter of 2026 and turning negative by June 2027. Those forecasts were prepared before any payments to warrant holders or restructuring-related fees. Management concluded there was substantial doubt about the Company's ability to continue as a going concern.

Moody's Ratings and S&P Global Ratings ("S&P") cut the Company's ratings several times:

iStock and Agency Headwinds

The Declaration describes structural shifts in the visual content industry, including generative AI and changes in media consumption and marketing strategies. It says these have been felt mainly in the iStock brand and among agency customers, which drive most of the Company's purchasing customer and subscriber metrics. Purchasing customers in these areas declined as follows (twelve-month periods):

The Declaration puts the decline at approximately 24%. Active annual subscribers fell from 321,000 for the twelve months ended June 30, 2025 to 240,000 for the twelve months ended June 30, 2026. The Declaration says revenue from business lines other than iStock and agency grew every year from 2021 through 2025, and that the iStock and agency trends alone would not have required the filing.

Restructuring Negotiations

On August 6, 2026, the Board formed a special committee of independent and disinterested directors Elizabeth Abrams and Thomas Walper. Each of the other Debtors formed its own special committee, with independent director Neal Goldman as sole member (collectively, the "Special Committees"). The Company engaged Guggenheim Securities, LLC ("Guggenheim Securities") as investment banker under a July 21, 2026 engagement letter, and Simpson Thacher & Bartlett LLP as legal counsel. Starting in July 2026, it held talks with three groups, and each ad hoc group agreed to a restricted period during which the Company shared operating and financial information:

On August 25, 2026, the Getty family affiliates and KED each disclosed in Schedule 13D filings that they were exploring a potential investment. To preserve cash, the Company did not make approximately $18.8 million of interest payments due on the Unsecured Notes on September 1, 2026, and instead used the indentures' thirty-day grace period.

The Company exchanged proposals with the stakeholder groups from August 17 through September 30, 2026. By early September, it reached a deal in principle with the Secured Ad Hoc Group, whose members held approximately $830 million of secured funded debt. That deal required the Plan Sponsors to invest at least $280 million of new cash equity and to convert approximately $100 million of term loans held by certain Plan Sponsors into equity. The Unsecured Noteholders Ad Hoc Committee rejected the Company's offer of cash plus a percentage of the restructured equity in exchange for fully extinguishing the $270 million of Unsecured Notes. It said the value was inadequate and that it was considering a bid for the Company. The Company then discussed two options. With the Secured Ad Hoc Group, it discussed a transaction that would include a marketing process. With the Plan Sponsors, it discussed whether they would act as stalking horse bidder on the terms the Secured Ad Hoc Group required.

By late September, the Plan Sponsors agreed to raise their cash equity commitment by approximately $153 million, a 55% increase over the $280 million in the secured deal, to fund an all-cash recovery for unsecured noteholders. On September 28, 2026, the Company reached an agreement in principle with both ad hoc groups. It included KED's commitment to provide interim debtor-in-possession financing. On September 30, 2026, the Company paid the September 1 interest within the grace period. The parties then signed a restructuring support agreement dated October 12, 2026 (the "RSA").

During the negotiations, Guggenheim Securities discussed financing alternatives with six parties, through a mix of solicited and unsolicited proposals. One passed entirely. According to the Declaration, the others offered one of two things:

The Company concluded that, considering among other things the maturity extension, deleveraging and rate reductions in the deals with both ad hoc groups, none of these proposals was as favorable as the RSA terms. The Company also discussed debtor-in-possession financing with twelve third parties. Each one declined, chose not to participate, or did not give an actionable proposal. The Declaration says a sale process would have been lengthy and dependent on a stalking horse bid and related financing, and would have put customer and contributor relationships at risk just as significant customer renewals were approaching. It also says no third party approached the Company with a superior proposal between the public termination of the merger and the Petition Date.

Chapter 11 Filing

The Debtors filed Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware on the Petition Date to carry out a prepackaged joint plan of reorganization (the "Plan"). The Plan implements the RSA among GIH and certain of its subsidiaries (the "Company Parties") and the following consenting stakeholders (the "Consenting Stakeholders"):

Together, the Consenting Stakeholders hold approximately 90% of the Term Loans and 11.25% Secured Notes, 100% of the revolving loans and approximately 83% of the Unsecured Notes, or approximately $1.31 billion of funded debt principal. On October 20, 2026, the Company launched solicitation on the Plan. The same day, on the Special Committees' recommendation, all unconflicted members of the Board and of each subsidiary board approved the filing. They had approved entry into the RSA on the same basis on October 12, 2026.

The principal advisors are:

Plan Sponsor Investment

The RSA provides for a total Plan Sponsor investment of up to $533 million. That figure includes up to $113 million of debtor-in-possession loans, the conversion to equity of approximately $100 million (€87.6 million) of EUR Term Loans held by certain Plan Sponsors, and a cash investment at the Plan's effective date (the "Effective Date") of up to $433 million, reduced by the DIP loans funded. Net new cash is therefore up to approximately $320 million if the $113 million of DIP loans is fully drawn, and the three components together total approximately $533 million. A further $30 million of delayed-draw DIP loans, if drawn, would raise the total to up to $563 million.

The equity commitment letter dated October 12, 2026 (the "ECL") is among the Company Parties, KED Icon Holdings, LLC and Cheyne Walk Master Fund, Cheyne Walk Master Fund 2 LP, Cheyne Walk Trust and Mark Getty (collectively, the "Getty Family Entities"). Under it, the Plan Sponsors would invest $433,212,922.50 in cash, less the principal of the initial interim and final DIP loans (excluding delayed-draw loans) outstanding at the Effective Date (the "New Equity Investment"). In return they would receive common equity in the reorganized parent, which may be a new entity or reorganized GIH ("New Getty Images," and such equity, the "New Interests"). Key terms:

The Declaration says the Plan Sponsors are not receiving a court-approved break-up fee or court-approved expense reimbursement under the RSA. It notes that the RSA separately provides a 2% exit fee on outstanding DIP loans if the fiduciary out is exercised, and that the ECL provides the expense reimbursement described above.

DIP Facility and Cash Collateral

KED (Koch Equity Development LLC and/or its affiliates) would provide a multi-draw debtor-in-possession facility of up to $143 million (the "DIP Facility"). GIH would be the borrower, with each other Debtor guaranteeing jointly and severally. The DIP lenders and GIH would agree on an administrative and collateral agent. The cases would be funded by the DIP Facility and by cash collateral, which the consenting secured and revolving lenders would allow the Debtors to use on the terms of the DIP orders. Under the DIP term sheet:

For any diminution in the value of their collateral, holders of revolving loan and secured funded debt claims would receive the following under the DIP term sheet:

Treatment of Claims

The New RCF, New Notes and New EUR Term Loans referred to below are the exit facilities described under Emergence Capital Structure.

The Declaration argues that a competing bid would have to clear the value given up in the Plan's compromises. It lists four items:

On that basis, the Declaration says a competing deal would need to clear up to an additional approximately $391 million of value, while also assuming all contracts and leaving general unsecured creditors unimpaired, before existing equity and Section 510(b) claims could recover anything. It adds that a Guggenheim Securities valuation shows the Plan recoveries are consistent with the Debtors' estimated enterprise value.

Emergence Capital Structure

On emergence, the Plan Sponsors would hold 100% of the New Interests. The only dilution would come from the MIP of up to 10% on a fully diluted basis, calculated without counting the New Preferred Interests. The new board would set the MIP's terms after emergence. The Plan Sponsors would determine the governance documents, in consultation with the Company Parties, and designate the new board. Executory contracts and licenses would be assumed unless scheduled or moved for rejection. Existing employment, indemnification and other employment-related agreements would be assumed or replaced with new agreements in the ordinary course, and any new or amended insider employment, severance or retention agreement would require Plan Sponsor consent. The restructuring would not count as a change of control under employment agreements or compensation plans. The Company Parties must also buy a six-year D&O tail policy before the Effective Date.

Any New Preferred Interests that are not redeemed within three business days of the Effective Date would accrue dividends at S + 9.50% on their accrued stated value. They would be redeemable at any time, subject to approval by the new board, and would not be diluted by the MIP. The exit facility documents would allow redemption for the delayed-draw DIP principal through a separate restricted payment basket, which could not be used to pay PIK dividends accrued after the Effective Date. Provisions allowing payment of accrued PIK dividends are still being negotiated, and the secured and revolving lenders reserve their rights.

The Declaration projects:

The reorganized Debtors would issue or incur three exit facilities (collectively, the "Exit Facilities"):

The Exit Facilities would rank pari passu in lien and payment priority and share the same collateral and obligors. A pari passu intercreditor agreement would govern them, with JPMorgan, as agent under the new credit agreement, as controlling secured party. Collateral would include first-priority liens on all assets securing the existing secured debt and on unencumbered property. That includes 100% of the loan parties' equity in direct foreign subsidiaries, deposit account control agreements and certain foreign collateral in material jurisdictions, along with a negative pledge over equity interests not owned by the loan parties.

The documents would include "post-LME" protections, including anti-priming and anti-dropdown provisions and an LME "omni" blocker. The Exit Facilities would have no financial covenant on the New Notes or New EUR Term Loans, no minimum liquidity condition and no excess cash flow sweep. The loan parties would be the reorganized Company Parties plus material subsidiaries in material non-U.S. jurisdictions; whether New Getty Images itself would be a loan party remains subject to ongoing review, including tax review. The New Notes issuer and the New EUR Term Loan borrower are to be designated in the restructuring transaction steps, and each must be acceptable to the Plan Sponsors.

Special Committees, Investigation and Releases

The Special Committees have authority to review transactions and conflict matters, including conflicts between a Debtor and related parties within the Getty Images group, and to make non-binding recommendations to their boards. Before the RSA was signed, the GIH committee's mandate was expanded to give it full authority over the RSA's fiduciary provisions. Each committee retained independent counsel. During negotiations, the committees began investigating potential intercompany claims and each entity's potential ownership interest in certain legal claims, and that investigation is ongoing.

The Special Committees are to determine the schedule of causes of action the Company Parties retain, which must be acceptable to the Plan Sponsors, and no claim against any released party would be retained. The Debtor release would cover, among other things, intercompany transactions, prior investments in, loans to and transactions with the Debtors by any released party, and the Debtors' pursuit of strategic alternatives, including any process run by the Special Committees, except for acts or omissions that a final court order determines were actual fraud, willful misconduct or gross negligence, and for post-Effective Date obligations under the Plan and related documents. The released parties would include the Debtors, the reorganized Debtors, each Consenting Stakeholder, the agents and trustees, each DIP lender, each new equity investor and each releasing party, along with their affiliates and related parties. The Debtors, the reorganized Debtors, the Plan Sponsors and their related parties keep released-party status regardless of opt-outs or objections; other parties lose it if they opt out, fail to opt in where an opt-in is offered, or file an objection that is not resolved before confirmation. Holders that vote to accept the Plan grant the third-party release. Holders that abstain, reject or are deemed to accept or reject grant it only if they opt in.

Trademark Option Agreement

The Plan would assume the Trademark Option Agreement "as is," without amendment, and the RSA expressly reserves all rights of Getty Investments L.L.C. and its affiliates under it. The RSA's protections are as follows:

Fiduciary Out and Termination Rights

The Company Parties may consider, respond to and negotiate alternative proposals. They must send written proposals to the Consenting Stakeholders' advisors within one business day and keep them informed. Any Company Party may terminate the RSA if its board, after consulting external counsel, determines either of the following:

Any Company Party may also terminate the RSA for a consenting stakeholder's material breach left uncured for five business days (effective only against the breaching holders while the non-breaching holders in that group keep the required holding thresholds), for a final, non-appealable order enjoining a material portion of the restructuring that stays in effect for 30 business days after notice, or upon an order denying confirmation. According to the Declaration, no third party has approached the Debtors about an alternative transaction since the RSA was announced. Each Plan Sponsor has consent rights over all definitive documents. Secured funded debt and unsecured notes claims held by the Plan Sponsors or their affiliates are disregarded when calculating the required secured lender and unsecured noteholder majorities. Each consenting creditor group, acting through its required majority, and each Plan Sponsor may terminate the RSA on events including:

Each Plan Sponsor may also terminate if the RSA or any definitive document is changed, without its consent, in a way that hurts its economics or its release, exculpation, injunction, indemnification, insurance or tax provisions. Separately, the Plan Sponsors' equity commitments under the ECL terminate on written notice upon events including:

While the RSA is in effect, the Company Parties may not, outside the restructuring or the ordinary course, incur or guarantee debt, or sell or transfer assets (including intellectual property), above $2.5 million in the aggregate without the consent of the required secured and revolving lenders and each Plan Sponsor, not to be unreasonably withheld. Assuming or rejecting any executory contract or lease requires Plan Sponsor consent, and settling any claim outside the ordinary course requires the consent of the required consenting stakeholders, subject to the warrant-settlement provision described above.

Milestones

Milestones may otherwise be extended or waived with the consent of the required consenting stakeholders, but no Milestone may be extended past the DIP Facility's termination date without the DIP lenders' consent. Measured from the Petition Date, the Effective Date milestone falls on January 4, 2027, and a full 30-day extension would run to February 3, 2027, past the DIP Facility's January 31, 2027 termination date, so the last days of any full extension would also require DIP lender consent.

Conditions to the Effective Date, which the Company Parties and the Plan Sponsors may waive (with the consent of an affected creditor group's required majority where a waiver would materially and adversely affect that group's treatment), include: