My Job Matcher - Chapter 11 Global Settlement Terms

Global Settlement Agreement & Plan of Liquidation Terms

Overview

• Following protracted and often contentious settlement negotiations conducted between the entry of the Final DIP Order and the hearing to approve the Sale, My Job Matcher, Inc. along with its Debtor affiliates (collectively, the "Debtors"), the Official Committee of Unsecured Creditors (the "Committee"), and the DIP Secured Parties, comprising Serengeti Multi-Series Master LLC-Series ARR and Ghost Tree (collectively, "Serengeti/Ghost Tree"), reached a Global Settlement Agreement to resolve the Committee's objection to the Sale Motion and other case issues.
• The settlement was approved by the Court as part of the Sale Order [Docket No. 302] and contemplates a combined joint plan of liquidation ("Plan") supported by all parties.
• The Plan was confirmed by the Bankruptcy Court on January 23, 2026, following a Confirmation Hearing on January 22, 2026. Although 82.1% of Class 5 (General Unsecured Claims) holders in number voted to accept the Plan, only 63.8% in dollar amount voted to accept, failing the two-thirds-in-amount threshold under 11 U.S.C. § 1126(c). The Plan was confirmed over that rejection via cramdown under § 1129(b).

Global Settlement & Financial Terms

• Pursuant to the Global Settlement Agreement, the DIP Secured Parties agreed to the following financial contributions and terms:
  • Unsecured Creditor Funding: Transfer $500,000 into escrow with Debtors' counsel for the benefit of unsecured creditors upon the closing of the sale. The funds are to be released to the Liquidating Trust upon the Effective Date of the Plan, or to a Chapter 7 Trustee in the event the cases are converted.
  • Additional DIP Financing: Provide up to an additional $380,000 in DIP financing to fund the estates through the Plan's effective date. (The total DIP Facility was up to $10,000,000, which included a $3,685,148.79 roll-up of prepetition bridge loans.)
  • Professional Fees: Fund the Professional Fee Account and necessary escrow funds to meet obligations through the closing date, subject to the approved 13-week budget and permitted variances. The DIP Secured Parties are not required to fund amounts (a) the Debtors determine in good faith with certitude will not be spent, or (b) in excess of the DIP Commitments plus $380,000.
  • Breakout Settlement: Pay $100,000 to Breakout Capital, LLC and Breakout Capital Fund IV, LLC by January 31, 2026, to resolve separate disputes. Upon payment: (i) Breakout receives rights to payments on account of the Mohawk Settlement receivables; (ii) Breakout's senior security interest in prepetition accounts receivable transfers to Serengeti/Ghost Tree; (iii) Breakout waives all claims against the Debtors and their estates; and (iv) Breakout is responsible for legal fees in connection with the Mohawk Settlement. Serengeti/Ghost Tree receives all payments due on account of prepetition accounts receivable, including amounts due in connection with the Eastern Star Settlement.

Sale Transaction & Claims Treatment

• Sale Closing: The sale of certain assets to Job.com Acquisition Co., LLC (the "Purchaser")—an entity formed by the Prepetition and DIP Lenders—closed on October 7, 2025, pursuant to a Stalking Horse APA with a credit bid of $35,000,000.
• Allowed Claims: Following the sale, the DIP Secured Parties shall have an allowed prepetition secured claim of $40,833,011.30 plus accrued and unpaid interest, fees, and expenses.
  • The DIP Secured Parties retain a deficiency claim solely for voting purposes but waive any right to receive payment or recovery on account of such deficiency.
• Proceeds Sharing ("Lookback" Provision): If the DIP Secured Parties sell the acquired assets or equity within 12 months of the sale closing, and net proceeds exceed (i) the total amount of the DIP Secured Parties' pre-petition debt plus accrued interest at the non-default rate provided under the Prepetition Credit Agreement through the closing, and (ii) the total capital contributed to the acquisition vehicle, by more than 5%, then the remaining proceeds shall be turned over to the Liquidating Trust for the benefit of unsecured creditors.

Chapter 11 Plan of Liquidation

• The Plan provides for the creation of a Liquidating Trust to administer remaining assets. SC&H Group Inc. was appointed as the Liquidating Trustee.
  • Asset Transfer: The Trust will receive all remaining estate rights, claims, and causes of action, free and clear of DIP Secured Parties' liens.
    • Transferred claims include those against former directors, officers, and management (excluding current officers/independent directors, who receive releases subject to carve-outs for gross negligence, fraud, and willful misconduct) and Chapter 5 causes of action.
    • Claims and causes of action specifically disclosed by the DIP Secured Parties to the Committee on September 24, 2025 shall be the only claims and causes of action acquired by the DIP Secured Parties under the APA and are therefore excluded from the transfer to the Liquidating Trust.

Releases

• The Plan provides for releases of the Debtors, Committee, DIP Lenders, and their respective professionals and officers, in each case solely in their capacity as such and only to the extent of their status as of the Petition Date.
  • Excluded Parties: The definition of "Released Parties" and "Indemnified Parties" specifically excludes Paul Sloyan, Arran Stewart, Ralph Henderson, Graeme Bell, Curt Smith, Thomas Harvey, James Bradley, Carry Levine, Mir Ali, Erin Wilson, and Michael Boes.
  • Mark Guest: Mark Guest is designated as an Indemnified Party but is considered a Released Party solely for actions taken after the Petition Date; he is not released for pre-petition conduct or inaction.
• Exculpation: Exculpated Parties (Debtors, Committee, Committee members, Debtors' officers/directors during the cases, and retained professionals) are exculpated solely for actions during the Exculpation Period (July 6, 2025 through the Effective Date), excluding fraud, gross negligence, or willful misconduct. Exculpation does not cover actions related to the commencement of the Chapter 11 Cases.

Plan Support

• Under the terms of the settlement:
  • The DIP Secured Parties agreed to support confirmation of the Plan.
  • The Committee agreed not to object to the sale under the Stalking Horse APA.