MUTUAL RELEASE AND TERMINATION AGREEMENTMutual Release and Termination Agreement • January 5th, 2023 • INNOVATE Corp. • Fabricated structural metal products • New York
This MUTUAL RELEASE AND TERMINATION AGREEMENT (this “Agreement”) is entered into as of the 31st day of December, 2022, by and among Azteca International Corporation, a Delaware corporation (“AIC”), HC2 Network Inc., a Delaware corporation, (“HC2 Network”) and TV Azteca, S.A.B. de C.V., a Sociedad Anónima Bursátil de Capital Variable, publicly traded variable capital corporation organized under the laws of Mexico (“TVA”).
SEVENTH OMNIBUS AMENDMENT TO SECURED NOTESSecured Notes Amendment • January 5th, 2023 • INNOVATE Corp. • Fabricated structural metal products
This SEVENTH OMNIBUS AMENDMENT TO SECURED NOTES (this “Amendment”), is entered into as of December 30, 2022, by and among HC2 STATION GROUP, INC., HC2 BROADCASTING INC., HC2 NETWORK INC., HC2 BROADCASTING LICENSE INC., DTV AMERICA CORPORATION (collectively, the “Subsidiary Borrowers”), HC2 BROADCASTING INTERMEDIATE HOLDINGS INC. (the “Intermediate Parent”), HC2 BROADCASTING HOLDINGS INC. (the “Parent Borrower” and, together with the Intermediate Parent and the Subsidiary Borrowers, the “Borrowers” and each, a “Borrower”), MSD PCOF PARTNERS XVIII, LLC (“MSD”), MASSMUTUAL ASCEND LIFE INSURANCE COMPANY (“MassMutual”), and GREAT AMERICAN INSURANCE COMPANY (“GAIC”, and, together with MassMutual, “Great American”, and Great American, together with MSD, the “Lenders”).
Innovate Corp. New York, New York 10017 RE: Agreement to Vote Excess SharesAgreement to Vote Excess Shares • January 5th, 2023 • INNOVATE Corp. • Fabricated structural metal products
As of the date hereof, Continental General Insurance Company, a Texas domiciled life and health insurance company (“CGIC”), together with certain of its affiliates (collectively, the “CGIC Group”), beneficially owns an aggregate of 8,769,416 shares of common stock, par value $0.001 per share (“Common Stock”), of Innovate Corp., a Delaware corporation (the “Company”). As of the date hereof, CGIC directly beneficially owns 3,639,896 shares of Common Stock, comprised of (i) 1,764,357 shares of Common Stock currently issuable upon conversion of 6,125 shares of Series A-3 Convertible Participating Preferred Stock, par value $0.001 per share (“Series A-3 Preferred Stock”) of the Company and (ii) 1,875,539 shares of Common Stock currently issuable upon conversion of 10,000 shares of Series A-4 Convertible Participating Preferred Stock, par value $0.001 per share (“Series A-4 Preferred Stock” and, together with the Series A-3 Preferred Stock, the “Preferred Stock”) of the Company. CGIC and the
