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Pursuant to a Loan Prepayment and Security Termination Agreement, among the Company, its wholly owned subsidiary Glassbridge Athlete, LLC (“Athlete”), and ORIX PTP Holdings, LLC (“Orix”), Athlete prepaid the $16,000,000 principal amount of a loan made to it by Orix pursuant to a Secured Promissory Note Agreement, dated March 17, 2020 (the “Note Agreement”), together with accrued interest of $171,112. The Note Agreement, except with respect to certain indemnification obligations, and a Security Agreement and a Pledge Agreement, each of even date with the Note Agreement, pursuant to which, respectively, Athlete granted to Orix a security interest in substantially all of Athlete’s assets, and the Company pledged to Orix all of the Company’s membership interest in Athlete, were terminated. Until the transactions described below, Orix owned 20.1% of AEC, of which the Company had owned the remaining 79.9%.

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Pursuant to an Asset Distribution Agreement, Adara Asset Management, LLC, a wholly owned subsidiary of AEC (“AAM”), AAM distributed to AEC all of AAM’s 100% membership interests in GlassBridge Arrive Investor, LLC, GlassBridge Multi Strategy GP, LLC, and GlassBridge Quant Strategy GP, LLC. As a result, AAM’s only asset was its ownership of the general partner interest in The Sports & Entertainment Fund, L.P., which holds a $17.8 million investment, and the related commodities pool operator registration. Thereafter, pursuant to an Asset Contribution Agreement between the Company and AEC, the Company contributed $1,790,000 to AEC, and, pursuant to an Asset Contribution Agreement, between AEC and Adara AAM, AEC contributed the same amount to AAM.

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Pursuant to an Assignment and Assumption of Promissory Notes among AEC, AAM, and Orix (“Assignment Agreement”), AAM assumed AEC’s obligations under the two Orix notes payable, each dated September 30, 2019 and maturing September 30, 2026, in principal amounts totaling $13,000,000 made by AEC to the Company, which the Company assigned to Orix pursuant to an Agreement Relating to the Assignment and Assumption of Promissory Notes, dated October 1, 2019, among AEC, the Company, and Orix (“2019 Assignment”). Also pursuant to the Assignment Agreement, the 2019 Assignment terminated, and Orix released security interests granted to it by AEC under the 2019 Assignment, effective with execution of a Debt Exchange and Secured Loan Agreement, among AAM, GEH Sport LLC (“GEH”), and Orix, described below.

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Pursuant to a Membership Purchase Agreement between AEC and GEH, AEC sold 100% of AAM’s membership interests to GEH for $1.00. GEH is wholly owned by Mr. Hall, the beneficial owner of 29.1% of the Company’s outstanding stock.

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Pursuant to a Debt Exchange and Secured Loan Agreement among GEH, AAM, and Orix, Orix exchanged the Orix notes payable for a new loan to and a $13,000,000 principal amount promissory note from AAM and a warrant to purchase Class A Units of AAM.

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Pursuant to a Loan and Security Agreement among ESW Holdings, LLC (“ESW”), AEC, and the Company (the “LSA”), AEC borrowed $11,000,000 from ESW, the proceeds of which were applied, among other things, to finance the transactions referred to in the third preceding paragraph and the Company’s purchase of Orix’s AEC shares, as described below. The loan is due January 20, 2021, with $1,100,000 interest. Also, AEC granted to ESW a security interest in all of AEC’s assets pursuant to the LSA, which, in addition to customary representations and warranties and covenants, prohibits AEC from entering into any agreement without ESW’s consent, or, subject to exceptions, incur or prepay any indebtedness, incur any liens, or make distributions on or payments with respect to its shares, and requires AEC to maintain at least $500,000 in cash or cash equivalents in controlled accounts. ESW may accelerate the loan upon a payment default; covenant default, in some cases after notice; a material adverse change in AEC’s business, assets, financial condition, ability to repay the loan, or in the perfection, value, or priority of ESW’s security interests in AEC’s assets; attachment of a material part of AEC’s assets; AEC’s or the Company’s insolvency; AEC’s default in its obligations under other agreements totaling $100,000 or more; AEC’s incurring judgments or settlements totaling $100,000 or more; or a change in AEC’s ownership; or if any material representation by AEC under the LSA is untrue. The LSA provides that, in event of AEC’s default other than for a material representation, AEC and ESW will act in good faith to effect a reorganization of AEC in bankruptcy, pursuant to which ESW acquires from the Company all equity in AEC and certain of its assets, for $8,500,000, and AEC’s cash, shares of its subsidiaries, including Sport-BLX, Inc., and a right to use AEC software and intellectual property within the sports industry are distributed to the Company. In connection with the LSA, pursuant to a Limited Recourse Stock Pledge Agreement, the Company pledged to ESW all of the Company’s AEC stock and 30% of the outstanding stock of SportBLX, and, pursuant to a Subscription Agreement, ESW purchased 100 shares of AEC’s Series A Preferred Stock for a total purchase price of $25,000. Upon any liquidation, dissolution, or winding up of AEC, each holder of Series A Preferred Stock is entitled to a liquidation preference of $1500 per share and no more. Holders of Series A Preferred Stock vote together with holders of common stock on all matters, and each share of Series A Preferred Stock entitles the holder to one vote.