0001014111-16-000049 Sample Contracts

CLINTON GROUP, INC.
Investment Management Agreement • May 12th, 2016 • Imation Corp • Magnetic & optical recording media • Delaware

In consideration for the investment in the Fund by Imation Corp and its affiliates set forth in the attached Schedule A (collectively, the "Investor"), Clinton Group, Inc. (the "Investment Manager") agreed to provide the Investor with the letter agreement dated February 2016 ("February 2016 Letter"). The parties hereto agree to amend and restate in its entirety the February 2016 Letter with this letter agreement (this "Agreement") effective as of February 12, 2016 (the "Effective Date"). Reference is made to the Confidential Private Offering Memorandum dated December, 2015 as the same may be amended, supplemented or modified from time to time (the "Memorandum") and the subscription agreements entered into between the Fund and the Investor (the "Subscription Agreements" and, together with the Memorandum, the "Fund Documents"). Terms used but not defined herein shall have the meanings set forth in the Memorandum.

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