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<br />electronic means shall be effective as delivery of the original signature page to this Settlement
<br />Agreement.
<br />11. This Agreement may only be modified, altered, amended or supplemented by
<br />means of a writing signed by the Parties.
<br />12. There are no third party beneficiaries of this Agreement, except that (a) any
<br />assignees and designees ofthe DIP Secured Parties and Prepetition Secured Parties shall be treated
<br />as third party beneficiaries under this Agreement and all rights of such parties are expressly
<br />preserved; and (b) each Released Party that is not party to this Agreement shall be a third party
<br />beneficiary of paragraph 4 of this Agreement.
<br />13. This Agreement shall be binding upon and inure to the benefit of any and all
<br />successors, permitted assigns and other representatives of the Parties (including any chapter 7
<br />trustee appointed in the Debtors' bankruptcy cases and my liquidating trustee under a Plan) , as if
<br />such successor, permitted assign or other representative was an original signatory to this
<br />Agreement.
<br />14. This Agreement, the rights and obligations ofthe Parties under this Agreement, and
<br />any and all disputes arising under or in connection with this Agreement, shall be governed by and
<br />construed in accordance with (a) the laws ofthe State of New York, without regard to my conflict
<br />of law provisions that would require the application ofthe law of any other jurisdiction, and (b) my
<br />applicable provision of the Bankruptcy Code or Bankruptcy Rules.
<br />15. Each Party hereby submits to the jurisdiction of the Bankruptcy Court to hear,
<br />resolve and determine any and all matters, claims and disputes arising from or relating to this
<br />Agreement If the Bankruptcy Court declines jurisdiction over my such matter, the Parties may
<br />bring such matters in another court of competent jurisdiction in the State of Ohio.
<br />C9Ii se3:Pf U"aMM3 D6m60)a3-BileBil9 COMB/2Entfri3&d J®RMffi21 B3W:SDesb"ain
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<br />3300 Great American Tower
<br />301 East Fourth Street
<br />Cincinnati, Ohio 45202
<br />Teel: (513) 651-6800
<br />Fax: (513)651.6981
<br />E-mail: dlutz(4 tlaw.com
<br />awebb(a?thdaw.com
<br />esevermi(tilJbdaw.com
<br />On behalf of the Debtors
<br />Dated: October 15, 2020
<br />STROOCK & STROOCK & LAVAN
<br />FOLEY & LARDNER LLP
<br />LLP
<br />Counsel for the Official Committee of
<br />Counsel for the Prepetition Lender; and the
<br />Unsecured Creditors
<br />DIP Lenders
<br />By: /a/ Geoffrey S. Goodman
<br />By, /s/ Fradc A. Merola
<br />Geoffrey S. Goodman (pro han vice)
<br />Frattk A. Merola
<br />IL Bar No. 6272297
<br />2029 Century Park East, 18th Floor
<br />321 N. Clark Street, Suite 3000
<br />Los Angeles, CA 90067
<br />Chicago, Illinois 60654
<br />Telephone: (310) 556-5802
<br />Telephone: (312) 8324500
<br />Facsimile: (310) 556-5959
<br />Facsimile: (312) 832-4700
<br />f nerola@snoock.00m
<br />ggoodmanQa foley.00m
<br />.and-
<br />-and-
<br />By. /a/ Mary Elisabeth Naumann
<br />By: /a/ Kent Barber
<br />Mary Elisabeth Naumann
<br />Kent Barber (pro hac vice)
<br />KY Bar No. 88328
<br />BARBER LAW PLLC
<br />Jackson Kelly PLL.0
<br />KY Bar No. 092456
<br />100 West Main Street, Suite 700
<br />2200 Bums Drive
<br />Lexington, KY 40507
<br />Lexington, KY 40513
<br />Telephone: (859) 255-9500
<br />(859) 2964372
<br />Facsimile: (859) 252-WS
<br />kbarbaQbarberlawky.com
<br />Emit: mmurnami@Jacksonkelly.com
<br />On behalf of the Official Committee of
<br />On bebalf of the Prepetition lenders and
<br />Unsecured Creditors
<br />the DIP Lenders
<br />FROST BROWN TODD LLC
<br />By: /a/ Douglas L. Lutz
<br />Douglas L. Lutz
<br />A.J. Webb
<br />Erin P. Severim
<br />10
<br />Case 1:20-bk-12043 Doc 643-3 Filed 03/03/21 Entered 03/03/21 18:42:10 Desc
<br />Exhibit C Page 15 of 16
<br />JOINDER TO SETTLEMENT AGREEMENT
<br />As of October 30, 2020, ALTER DOMUS (US) LLC, solely in its capacity as Administrative
<br />Agent and Collateral Agent under the DIP Documents, and CORTLAND CAPITAL MARKET
<br />SERVICES LLC, solely in its capacity as Administrative Agent and Collateral Agent under the
<br />Preparation Credit Documents (each, a "Joinder Party" and, together the, "Joinder Parties'), each
<br />hereby: (I) acknowledges that it has read and understands the Settlement Agreement, entered into
<br />as of October 15, 2020 (the "Attretment")1 by and among (a) the Prepetition Lenders, (b) the DIP
<br />Lem, (c) the Committee, and (d) solely with respect to Paragraphs 4, 5, 6, and 7 thereof, the
<br />Debtors: and f i) joins in the Agreement to the e:xteint provided below.
<br />Pursuant to Paragraph 7 ofthe Agreement and in consideration for the concessions made in favor
<br />ofthe Joinder Patties as set forth in the Agreement, as ofthe Settlement Effective Date and except
<br />as set forth in the Agreement, the Joinder Parties waive and release ail claims against the Debtors'
<br />estates including, without limitation, my unsecured defieiemy claims, and also waive and release
<br />the Debtors' current and former officers, managers, directors, attorneys, accountants, investment
<br />bankers, consultants, representatives, and other professionals from all claims, rights, and causes of
<br />action in my way related to the Debtors or their estates; provided that (i) my and all rights and
<br />claims relating to the Agreement or the Settlement Payment Recovery Amount shall be preserved,
<br />and (ii) any and all rights and claims ofthe DIP Secured Parties and the Prepetition Secured Parties
<br />and any of their respective assignees and designees relating to the sale of assets from certain ofthe
<br />Debtors pursuant to the terms ofthe APA shall be preserved; and provided, fnvther, that my such
<br />assignees and designees shall be treated as third -party beneficiaries under the Agreement and all
<br />rights of such parties are expressly preserved
<br />This Joinder shall be govemed by and construed in accordance with (i) the laws of the State of
<br />New York, without regard to my conflict of law provisions that would require the application of
<br />the law of :any other jurisdiction, and (ii) any applicable provision of the Bankruptcy Code or
<br />Bankruptcy Rules.
<br />ALTER DOMUS (US) LLC, as CORTLAND CAPITAL MARKET SERVICES
<br />Administrative Agent and Collateral Agent LLC, as Administrative Agent and Collateral
<br />under the DIP Documents Agent under the Prepetition Credit Documents
<br />//'1'II�ILf'/�f.'t•7F W1ai�l/% i
<br />n Cepitaliredienru toed ben not detmed b— shill have the aeaaivgs asvibed to &ern in the SeW—t Ageataomt
<br />and the R-1O A, M Atnh-i.*W the Debtors to (A) Obmin Part -Petition Fi—bwmtd (B) Use Cash Callarad,
<br />at) GrmdM Mon md➢rwidimg Mparppriortiy Adafahtrmtve &penre Sridar, (M) Graving Adequate Prote —
<br />to the Prep&W— Stamrd Pavte, (M Mod&ng the Aataamic Sera; ad 09 G,mnmg Raaed Rdfo,, eomred at
<br />Docket No. 238 in the case In re Xope"e MWW LLC, a at., Cm No. 1:10-bk-12043 (ORES) (Bantr. S.D. Obiol
<br />as applicable.
<br />
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