IN THE CHANCERY COURT FOR DAVIDSON COUNTY WILLIAM P. CORGAN Plaintiff, ) ) ) ) v. ) ) IMPACT VENTURES, LLC d/b/a TNA ) ENTERTAINMENT, LLC; TNA ) ENTERTAINMENT, LLC; DIXIE ) CARTER SALINAS; SERG SALINAS; ) and DEAN BROADHEAD ) Defendants. Case No. 16-1088-HI -III JURY DEMAND .... C-*M. ) ) ) REDACTED VERIFIED COMPLAINT Pursuant to the Court’s order of October 21,2016, plain iff William P. Corgan states as follows for his redacted verified complaint against defendants Impact Ventures, LLC d/b/a TNA Entertainment, LLC (“Impact Ventures”); TNA Entertainment LLC; Dixie Carter Salinas; Serg Salinas; and Dean Broadhead. 1. Plaintiff William P. Corgan is a citizen and resic ent of California. 2. Defendant Impact Ventures is a limited liability company organized and existing under the laws of the state of Tennessee with its principal place of business at 209 10th Avenue South, Suite 160, Nashville, Tennessee 37203. 3. Impact Ventures purports to do business under the assumed name “TNA Entertainment, LLC” and representatives of Impact Ventures have repeatedly advised plaintiff that TNA Entertainment, LLC is not a separate legal entity. Nevertheless, plaintiff has discovered the existence of a separate entity associated with Impact Ventures named 00019560 TNA Entertainment, LLC (“TNA”). That entity is a limited liability company organized and existing under the laws of the state of Delaware qualified to do business as a foreign entity in the state of Tennessee, with its principal place of business at 209 10th Avenue South, Suite 302, Nashville, Tennessee 37203. Impact Ventures and TNA are collectively referred to hereinafter as “Impact Ventures” 4. Defendant Dixie Carter Salinas is a citizen and resident of Tennessee. 5. Defendant Serg Salinas is a citizen and resident of Tennessee. 6. Defendant Dean Broadhead is a citizen and resident of Tennessee. 7. The Court has jurisdiction over this matter and venue is properly laid in this Court. FACTUAL ALLEGATIONS 8. Impact Ventures is engaged in the business of producing professional wrestling entertainment in the form of audio/video recordings, pay-per-view events and live shows. 9. Per Impact Ventures’ Operating Agreement (“Operating Agreement”), Mrs. Salinas is the sole member of the company. A true and accurate copy of the Operating Agreement is attached hereto as Exhibit A. 10. Upon information and belief, however, Impact Ventures actually has three members — Mrs. Salinas, who holds a 92.5% equity interest; Aroluxe Media, LLC (“Aroluxe”), which holds a 5% equity interest; and MCC Acquisition Corp. (“Anthem”), which holds a 2.5% equity interest. Both Aroluxe and Anthem are significant creditors of the company. 2 11. The Operating Agreement states that Impact Ventures is a manager-managed 12. The managers of Impact Ventures identified in the Operating Agreement are LLC. Mrs. Salinas, Mr. Salinas, and Mr. Broadhead. 13. Impact Ventures’ Articles of Incorporation provide, however, that it is member-managed. I. Plaintiff’s Investments In Impact Ventures 14. Plaintiff is a well-known, professional musician with a longstanding interest in professional wrestling. 15. Plaintiff first became involved with Impact Ventures in or about April 2015, assisting the company with developing characters and creating story lines for its productions. 16. In the summer of 2016, Impact Ventures was in significant financial distress. As a result, on or about June 10,2016, plaintiff agreed to invest ^ § i n t o the company. 17. The purpose of this investment was to provide funds that Impact Ventures needed to continue its operations and to avoid immediate foreclosure on all of its assets by Aroluxe, Impact Ventures’ production company. Specifically, the company required an injection of funds to pay to Aroluxe so that Aroluxe would proceed with its production of TNA Impact Wrestling episodes upcoming in June. Aroluxe also required the payment as a condition to continuing forbearance for multiple defaults by the company under its Vendor Financing and Security Agreement with Aroluxe and a Forbearance Agreement dated June 10, 2016. 3 18. On or about July 18, 2016, plaintiff invested an additional into Impact Ventures. Again, the purpose of this investment was to provide funds that Impact Ventures needed to continue to operate and to avoid immediate foreclosure on all of its assets by Aroluxe. Specifically, the company required funds to pay to Aroluxe so that Aroluxe would proceed with its production of TNA Impact Wrestling episodes on July 12-14,2016. Aroluxe also required t h e p a y m e n t as a condition to continuing forbearance for multiple defaults by the company under the Vendor Financing and Security Agreement and the Forbearance Agreement, including failure by the company to make a payment in the amount o f f ^ f ^ o n or before July 6, 2016. 19. On or about August 11, 2016, Impact Ventures again needed funds to continue to operate and to avoid immediate foreclosure ori all of its assets by Aroluxe. Specifically, the company required funds to pay Aroluxe so that Aroluxe would proceed with its production of TNA Impact Wrestling episodes upcoming in August. In addition, as of August 6,2016, Aroluxe’s agreement to forbear on exisi ing defaults under the Vendor Financing and Security Agreement expired by its terms, thereby allowing Aroluxe to foreclose on the company at any time. 20. As a result, plaintiff, Impact Ventures, Mrs. Salinas, and Aroluxe entered into an amended and restated loan agreement pursuant to which, among other things, plaintiff agreed to invest an additional f l M P into Impact Ventures (“Second Amended Corgan Loan Agreement”), and Impact Ventures issued plaintiff a new second priority secured convertible promissory note in the amount of August 2016 Corgan Note”), in replacement of the note evidencing plaintiffs prior investments in the company. 4 True and accurate copies of the Second Amended Corgan Loan Agreement and August 2016 Corgan Note are attached hereto as Exhibits B and C. respectively. 21. The Second Amended Corgan Loan Agreement appointed plaintiff as President of Impact Ventures, effective immediately, and appointed Mrs. Salinas, formerly the President, as Chairman and Chief Strategy Officer of Impact Ventures. Plaintiff desired to be President so that he could direct and oversee the day-to-day operations of the company and improve its financial condition. 22. Impact Ventures and Mrs. Salinas also entered into an equity pledge agreement with plaintiff whereby Mrs. Salinas pledged 100% of her equity interest in Impact Ventures to plaintiff as security for Impact Ventures’ p srformance of its obligations under the Second Amended Corgan Loan Agreement and August 2016 Corgan Note (“Salinas Pledge Agreement”). A true and accurate copy of the Salinas Pledge Agreement is attached hereto as Exhibit D. 23. Pursuant to the Salinas Pledge Agreement, Mrs. Salinas agreed to execute all documents and take all actions reasonably necessary to perfect plaintiffs security interest in the collateral. 24. Mrs. Salinas also executed an assignment in blank of her equity interest to plaintiff, to be held as security for Mrs. Salinas’ obligations under the August 2016 Corgan Note. 25. Section 6 of the Salinas Pledge Agreement provides that, upon the occurrence of an “Event of Default,” as defined in the agreement, plaintiff shall be entitled to exercise all voting or consensual powers pertaining to the collateral. 5 26. Pursuant to Section 5 of the Salinas Pledge Agreement, Mrs. Salinas irrevocably appointed plaintiff as her attomey-in-fact to dc, at any time after an Event of Default, any act which Mrs. Carter is obligated to do under the Salinas Pledge Agreement. 27. Section 7(e)(i) of the Salinas Pledge Agreement defines “Event of Default” to include the insolvency of either Mrs. Salinas or Impact Ventures. 28. Section 7(b) of the Salinas Pledge Agreement further defines “Event of Default” to include a breach of the Second Amended Corgai Loan Agreement. 29. Section 8 of the Salinas Pledge Agreement provides that immediately upon the insolvency of either Mrs. Salinas or Impact Ventures, plaintiff shall have the rights specified in the Tennessee Commercial Code and any other rights provided by law or by virtue of the pledge agreement. II. Impact Ventures’ Insolvency 30. Impact Ventures is insolvent. Its liabilities exceed the value of its assets, and Impact Ventures is unable to pay its debts as they come due in the ordinary course of business. 31. A pro forma cash flow statement created by Impact Ventures, a true and accurate copy of which is attached hereto as Exhibit E. projects a cumulative cash flow deficit fromSeptember 2016 to December 31,2016. The pro forma projects a cumulative cash flow deficit o f j d m § f f o m September 2016 to June 2017. 32. Impact Ventures’ balance sheet as of June 30, 2016, which is the most recent balance sheet that has been provided to plaintiff despite his repeated requests for additional information about the company’s financial condition, shows total assets o fiJ jjH H É 6 against total liabilities A true and accurate copy of the June 30, 2016 balance sheet is attached hereto as Exhibit F. 33. Impact Ventures’ financial condition has not improved since June 30, 2016; it has worsened. 34. Impact Ventures recently concluded the taping of a sixteen-episode series entitled “Bound For Glory.” Impact Ventures could not fur d the costs of producing that series without an additional infusion of cash, which Impact Ventures obtained on September 30, 2016 in the form of 35. credit from Anthem. Impact Ventures’ insolvency constitutes an Event of Default under the Salinas Pledge Agreement, entitling plaintiff to exercise the voting rights associated with Mrs. Salinas’ 92.5% equity interest in Impact Ventures. III. Defendants’ Breach of the Second Amended Corea n Loan Agreement 36. Media reports have recently surfaced stating that Impact Ventures is currently negotiating with its competitor, World Wrestling Entertainment, Inc. (“WWE”), for the sale of Impact Ventures’ tape library. 37. Mrs. Salinas initially denied that any discussions with WWE were taking place regarding a sale of Impact Ventures or its assets. Mr Broadhead also denied that discussions regarding a sale of Impact Ventures or its assets were taking place. In fact, however, such discussions had taken place (and are continuing), which was acknowledged by Mr. Salinas to the company’s wrestlers on October 2, 2016. 38. Pursuant to the Second Amended Corgan Loan Agreement and in view of plaintiffs role as President of Impact Ventures, the company and its managers are obliged 7 to provide plaintiff with full access to the company and its officers, counsel, auditors, and books and records; full opportunity to investigate the company’s titles to property and the condition and nature of its assets, business and liabilities; and full opportunity to review Impact Ventures’ business plan with key officers of the company. 39. The managers of Impact Ventures have noi: provided plaintiff with any information about the negotiations with WWE, despite the covenants in the Second Amended Corgan Loan Agreement and despite the fact that plaintiff is the President of the company and a significant creditor of the company and the tape library is Impact Ventures’ most significant asset. 40. The managers of Impact Ventures also failed, despite repeated requests by the plaintiff, to provide plaintiff with any information concerning the negotiations with Anthem leading up to the r e c e n t j ^ m m loan and its financial impact on the company until after the transaction with Anthem was consummated and a secured note issued. 41. This recent conduct is consistent with the way that Mrs. Salinas and the other managers have dealt with plaintiff since the inception of his involvement with Impact Ventures. They have failed to keep plaintiff apprised of matters of great significance to the company; they have routinely misled plaintiff as to the company’s finances, operations and future prospects; they have failed to provide plaintiff w ith information necessary to discharge his duties as President to manage the day-to-day operations of the business; and they have regularly interfered with, subverted or ignored plaintiffs authority to manage the affairs of the company. 8 42. Such failures constitute an additional Event of Default under the Salinas Pledge Agreement. IV. Plaintiffs Exercise of Mrs. Salinas’ Voting Rights 43. Plaintiff notified defendants of the occurrence of an Event of Default under the Salinas Pledge Agreement and a breach of the Second Amended Corgan Loan Agreement on September 29,2016. True and accurate copies of those notices are attached hereto as Exhibit G. Defendants have not responded to affirm or deny plaintiffs assertions. 44. On October 12, 2016, plaintiff notified defendants that he was exercising his right, as the holder of Mrs. Salinas’ voting rights in Impact Ventures, to remove all of the managers of Impact Ventures and replace them with plaintiffs designees. A true and accurate copy of that notice is attached hereto as Exhibit H. Defendants have refused to acknowledge plaintiffs right as the holder of virtually all of the voting interests in Impact Ventures to replace the company’s management. 45. The Operating Agreement provides that the managers of Impact Ventures “act under the direction of the Members and may be elected or removed at any time, for any reason or no reason, by the Members holding a plurality of the Voting Interest of the Company.” (Exh. A, § 4.1(A)). 46. Because of the individual defendants’ actions, p laintiff has been effectively precluded from exercising his authority as President to direct and oversee the operations of Impact Ventures. Moreover, the company is continuing to founder and has been taken to the brink of financial collapse under the leadership of Mrs. Salinas and the other managers. 9 The company’s secured creditors, including Aroluxe and Anthem, can foreclose on the company’s assets at any time. 47. As a result, plaintiff determined that it was in the best interests of Impact Ventures, its creditors, and its employees and independen : contractors for plaintiff to exercise his rights under the Salinas Pledge Agreement and remove control of the company from Mrs. Salinas and the other managers. COUNT I - DECLARATORY JUDGMENT 48. Plaintiff incorporates all previous allegations as though fully set forth herein. 49. As a result of the actual and substantial controversy between the parties described herein, plaintiff seeks a declaration under Tenn. Code Ann. §§29-14-101 et seq., that plaintiff is entitled to exercise Mrs. Salinas’ voting rights in Impact Ventures and, to the extent that Impact Ventures is manager-managed, that plaintiff is entitled to remove the current managers of Impact Ventures and replace them with designees of plaintiffs choosing. 50. Alternatively, to the extent Impact Ventures is a member-managed LLC, the Court should declare that plaintiff is entitled to exercise Mrs. Salinas’ voting rights in Impact Ventures and that Impact Ventures cannot lawfull} act without the consent of plaintiff obtained in accordance with the procedures set forth in the Operating Agreement and/or applicable law. 51. Further, plaintiff would be irreparably harmed f Impact Ventures takes any action without plaintiffs consent as the holder of 92.5% of the voting rights in the company. As a result, plaintiff is also entitled to preliminary injunctive relief to restrain 10 and enjoin any such action during the pendency of this litigation and to permanent injunctive relief thereafter. COUNT II - BREACH OF CONTRACT 52. Plaintiff incorporates all previous allegations as t lough fully set forth herein. 53. The Salinas Pledge Agreement is a valid and enforceable contract between plaintiff, Impact Ventures and Mrs. Salinas. 54. The Second Amended Corgan Loan Agreemenl is a valid and enforceable contract between plaintiff, Impact Ventures and Aroluxe. 55. Plaintiff has fully performed all of his obligations under the Salinas Pledge Agreement and the Second Amended Corgan Loan Agreement. 56. Impact Ventures and Mrs. Salinas have materially breached the Salinas Pledge Agreement by refusing to acknowledge that plaintiff is entitled to exercise Mrs. Salinas’ voting rights in Impact Ventures and by refusing to honor plaintiffs removal and replacement of the current managers of Impact Ventures. 57. Impact Ventures has materially breached the Second Amended Corgan Loan Agreement by refusing to provide plaintiff with information regarding the potential acquisition by WWE of the company or its assets, the financial condition of the company, or the negotiation and execution of the Anthem loan, all to the severe prejudice of the plaintiff as a creditor of the company. 58. As a direct and proximate result of these breaches of contract, plaintiff has been damaged in an amount to be proven at trial. 11 59. Plaintiff is also entitled to recover his costs and reasonable attorneys’ fees in this action pursuant to § 13 of the Salinas Pledge Agreement and § 8 of the Second Amended Corgan Loan Agreement. JURY DEMAND Plaintiff hereby demands a jury to try the issues in this action. PRAYER FOR RELIEF WHEREFORE, Plaintiff prays as follows: 1. That the Court enter a declaratory judgment that plaintiff is entitled to exercise Mrs. Salinas’ voting rights in Impact Ventures and is entitled to replace the current managers of Impact Ventures with designees of his choosing. 2. That the Court enjoin defendant Impact Ventares, both preliminarily and permanently, from taking any action without the consent of plaintiff obtained in accordance with the process set forth in the Operating Agreement and/or applicable law. 3. That the Court enjoin defendant TNA, both preliminarily and permanently, from taking any action without the consent of plaintiff obta ined in accordance with the process set forth in the Operating Agreement and/or applicable law. 4. That the Court enjoin defendants Mrs. Salinas, Mr. Salinas and Mr. Broadhead, and all persons acting in concert with them, both preliminarily and permanently, from purporting to act as managers of Impact Ventures and from causing Impact Ventures or TNA to take any action without the consent of plaintiff obtained in accordance with the process set forth in the Operating Agreement and/or applicable law. 12 5. That plaintiff be awarded a money judgment for compensatory damages against Mrs. Salinas and Impact Ventures for their breaches of the Salinas Pledge Agreement and Second Amended Corgan Loan Agreement. 6. That, pursuant to the Salinas Pledge Agreement and Second Amended Corgan Loan Agreement, the Court award plaintiff his reasonable attorney’s fees and expenses in this action. 7. That the Court award plaintiff all other and furth er relief that the Court deems equitable and appropriate. PER THE COURT’S ORDER OF OCTOBER 21,2016, EXHIBITS B THROUGH F HERETO REMAIN UNDER SEAL AND ARE NOT FILED WITH THIS REDACTED COMPLAINT. Respectfully submitted, Michael R. O’Neill (#34982) D. Gil Schuette (#30336) Sim s Funk , PLC 3310 West End Ave., #410 Nashville, TN 37203 (615) 292-9335 (615) 649-8365 (fax) ssims@simsiink.com moneill@sin isfunk, com gschuette@s imsfunk.com Counselfor Plaintiff William P. Corgan 13 CERTIFICATE OF SERVICE I certify that a true and correct copy of the foregoing has been served via hand delivery on the following persons this 25th of October, 2016: Travis Parham Blake Roth Mark Peters W a ll e r L andsen D o r t c h & D a v is, LLP 511 Union Street, Suite 2700 Nashville, Tennessee 37219 Counsel for Defendants 14 VERIFICATION STATE OF CALIFORNIA ) ) COUNTY OF____________ ) Before me, the undersigned authority, a notary public in and for said State and County listed above, personally appeared William P. Corgan, who being sworn according to law deposes and states that the facts set forth in the foregoing Verified Complaint are Sworn to and subscribed before me this (^ day of October, 2016. ruty-vc^4" Notary Public My commission expires: Oof-ak f S, OSCAR R. G _ 15 Commission # Notary Public • Los Angeles A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.________________________ State of California iliTornia County of / Subscri day of . _ d and sworn to (or affirmed) before me on this b r^ , 2 0 I(ft. by W i ) U ^ ? • IZ proved to m e on'the basis of satisfactory evidence to be the person(s) who appeared before me. OSCAR R. GUERRA Commission #2041761 Notary Public • California Los LosAngeles Angeles counry County , Xjgfejy I My Comm. Espires October 8.2017 'ERRA M1781 allfornla ounty ’3ssn< (SeaPr™'" ™ ; ¿ ; ***"'Srflfel jbet 8,2017 Operating Agreement Impact Ventures LLC, a Tennessee Limited Liability C< THIS OPERATING AGREEMENT of Impact Ventures LLC (the "Company") is entered into as of the date set forth on the signature page of this Agreement by each of the Members listed on Exhibit A of this Agreement. A. The Members have formed the Company as a Tennessee limited liability company under the Tennessee Revised Limited Liability Company Act. The purpose of the Company is to conduct any lawful business for which limited liability companies may be organized under the laws of the state of Tennessee, '[he Members hereby adopt and approve the articles of organization of the Company file d with the Tennessee Secretary of State. B. The Members enter into this Agreement to provide for the governance of the Company and the conduct of its business, and to specify their relative rights and obligations. ARTICLE 1: DEFINITIONS Capitalized terms used in this Agreement have the meanings specified in this Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set forth in the Tennessee Revised Limited Liability Company Act. "Agreement" means this Operating Agreement of the Company, as may be amended from time to time. "Capital Account" means, with respect to any Member, an account consisting of such Member's Capital Contribution, (1) increased by such Member's allocated share of income and gain, (2) decreased by such Member's share of.losses and deductions, (3) decreased by any distributions made by the Company to such Member, and (4) otherwise adjusted as required in accordance with applicable tax laws. EXHIBIT A r - 7 - ¿¿'S' "Capital Contribution" means, with respect to any Member, the total value of (1) cash and the fair market value of property other than cash and (2) services that are contributed and/or agreed to be contributed to the Company by such Member, as listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement. "Exhibit" means a document attached to this Agreement labeled as "Exhibit A," "Exhibit B," and so forth, as such document may be amended, updated, or replaced from time to time according to the terms of this Agreement. "Manager" means each Person who has authority to manage the business and affairs of the Company pursuant to this Agreement; such Persons are listed on Exhibit B, as may be updated from time to time according to tire terms of this Agreement. A Manager may be, but is not required to be, a M ember. "Member" means each Person who acquires Membership Interest pursuant to this Agreement. The Members are listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement. Each Member has the rights and obligations specified in this Agreement. "Membership Interest" means the entire ownership interest of a Member in the Company at any particular time, including the right to any and all benefits to which a Member may be entitled as provided in this Agreement and under the Tennessee Revised Limited Liability Company Act, together with the obligations of the Member to comply with all of the terms and provisions of this Agreement. "Ownership Interest" means the Percentage Interest or Units, as applicable, based on the manner in which relative ownership of the Company is divided. "Percentage Interest" means the percentage of ownership in the Company that, with respect to each Member, entitles the Member to a Membeiship Interest and is expressed as either: A. If ownership in the Company is expressed in terms of percentage, the percentage set forth opposite the name of each Member on Exhibit A, as may be adjusted from time to time pursuant to this Agreement; or B. If ownership in the Company is expressed in Units, the ratio, expressed as a percentage, of: (1) the number of Units owned by the Member (expressed as "MU" in the equation below) divided by (2) the total number of Units owned by al t of the Members of the Company (expressed as "TU" in the equation below). Percentage b Interest = w "Person" means an individual (natural person), partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign. "Units" mean, if ownership in the Company is expressed in Units, units of ownership in the Company, that, with respect to each Member, entitles the Member to a Membership Interest which, if applicable, is expressed as the number of Units set forth opposite the name of each Member on Exhibit A, as may be adjusted from time to time pursuant to this Agreement. ARTICLE 2: CAPITAL CONTRIBUTIONS, ADDITIONAL MEMBERS, CAPITAL ACCOUNTS AND LIMITED Li ABILITY 2.1 Initial Capital Contributions. The names of all Members and each of their respective addresses, initial Capital Contributions, and Ownership Interests must be set forth on Exhibit A. Each Member has made or agrees to make the initial Capital Contribution set forth next to such Member's name on Exhib: t A to become a Member of the Company. 2.2 Subsequent Capital Contributions. Members are not obligated to make additional Capital Contributions unless unanimously agreed by all the Members. If subsequent Capital Contributions are unanimously agreed by all the Members in a consent in writing, the Members may make such additional Capital Contributions on a pro rata basis in accordance with each Member's respective Percentage Interest or as otherwise unanimously agreed by the Members. 2.3 Additional Members. A. With the exception of a transfer of interest (1) governed by Article 7 of this Agreement or (2) otherwise expressly authorized by this Agreement additional Persons may become Members of the Company and be issued additional Ownership Interests only if approved by and on terms determined by a unanimous written agreement signed by all of the existing Members. B. Before a Person may be admitted as a Member c f the Company, that Person must sign and deliver to the Company the documents and instruments, in the form and containing the information required by the Company, that the Managers deem necessary or desirable. Membership Interests of new Members will be allocated according to the terms of this Agreement. 2.4 Capital Accounts. Individual Capital Accounts must be maintained for each Member, unless (a) there is only one Member of the Company and (b) the Company is exempt according to applicable tax laws. Capital Accounts must be maintained in accordance with all applicable tax laws. 2.5 Interest. No interest will be paid by the Company cr otherwise on Capital Contributions or on the balance of a Member's Capital Account. 2.6 Limited Liability; No Authority. A Member will not be bound by, or be personally liable for, the expenses, liabilities, debts, contracts, or obligations of the Company, except as otherwise provided in this Agreement or as required by the Tennessee Revised Limited Liability Company Act. Unless exp ressly provided in this Agreement, no Member, acting alone, has any authority to undertake or assume any obligation, debt, or responsibility, or otherwise act on behalf of the Company or any other Member. ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS 3.1 Allocations. Unless otherwise agreed to by the unanimous consent of the Members any income, gain, loss, deduction, or credit of the Company will be allocated for accounting and tax purposes on a pro rata basis in proportion to the respective Percentage Interest held by each Member and in compliance wilh applicable tax laws. 3.2 Distributions. The Company will have the right to make distributions of cash and property to the Members on a pro rata basis in proportion to the respective Percentage Interest held by each Member. The timing and amount of distributions will be determined by the Managers in accordance with the Ternessee Revised Limited Liability Company Act. 3.3 Limitations on Distributions. The Company must not make a distribution to a Member if, after giving effect to the distribution: A. The Company would be unable to pay its deb :s as they become due in the usual course of business; or B. The fair value of the Company's total assets w ould be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of Members, if any, whose preferential rights arc superior to those of the Members receiving the distribution. ARTICLE 4: MANAGEMENT 4.1 Management. A. Generally. Subject to the terms of this Agreement and the Tennessee Revised Limited Liability Company Act, the business and affairs of the Company will be managed by the Board of Managers, as further described below. The Members initially nominate and elect the Person(s) set forth on Exhibit B to serve as the Board of Manager(s) of the Company. The Managers will act under the direction of the Members and may be elected or removed at any time, for any reason or no reason, by the Members holding a plurality of the Voting Interest of the Company. Exhibit B must be amended to reflect any changes in Managers. B. Approval and Action. Unless greater or other authorization is required pursuant to this Agreement or under the Tennessee Revised Limited Liability Company Act for the Company to engage in an activity or transaction, all activities or transactions must be approved by a majority of Managers, to constitute the act of the Company or serve to bind the Company, but if the Managers cannot reach a majority vote, the dispute will be submitted to the Members to be resolved by the affirmative vote of the Members holding at least a majority of the Voting Interest of the Company. With such approval, the signature of any Managers authorized to sign on behalf of the Company is sufficient to bind the Company with respect to the matter or matters so approved. -5- Without such approval, no Managers acting alone may bind the Company to any agreement with or obligation to any third party or represent or claim to have the ability to so bind the Company. C. Certain Decisions Requiring Greater Authorisation. Notwithstanding clause B above, the following matters require unanimous approval of the Members in a consent in writing to constitute an act of the Company: (i) A material change in the purposes or the nature of the Company's business; (ii) With the exception of a transfer of interest governed by Article 7 of this Agreement, the admission of a new Member or a change in any Member's Membership Interest, Ownership Interest, Percentage Interest, or Voting Interest in any manner other than in accordance with this Agreement; (iii) The merger of the Company with any other entity or the sale of all or substantially all of the Company's assets; and (iv) The amendment of this Agreement. 4.2 Meetings of Managers. Regular meetings of the Managers are not required but may be held at such time and place as the Managers deem necessary or desirable for the reasonable management of the Company. Meetings may take place in person, by conference call, or by any other means permitted under the Tennessee Revised Limited Liability Company Act. In addition. Company actions requiring a vote may be carried out without a meeting if all of the Managers consent in writing to approve the action. 4.3 Officers. The Company must have individuals exercising the functions of the offices, however designated, of chief manager and secretary. The Managers are authorized to appoint one or more officers from time to time. The officers will have the titles, the authority, exercise the powers, and perform the dut es that the Managers determine from time to time. Each officer will continue to perform and hold office until such time as (a) the officer's successor is chosen and appointed by the Managers; or (b) the officer is dismissed or terminated by the Managers, which termination will be subject to applicable law and, if an effective employment agreement exists between the officer and the Company, the employment agreement. Subjecl to applicable taw and the employment agreement (if any), each officer will serve at the direction of Managers, and may be terminated, at any time and for any reason, by the Managers. In the absence of an appointed chief manager or secretary, the person or persons exercising the principal - 6 - functions of the chief manager or the secretary are considered to have been elected to those offices. ARTICLE 5: ACCOUNTS AND ACCOUNTING 5.1 Accounts. The Company must maintain complete accounting records of the Company's business, including a full and accurate record of each Company transaction. The records must be kept at the Company's principal executive office and must be open to inspection and copying by Members during normal business hours upon reasonable notice by the Members wishing to inspect or copy the records or their authorized representatives, for purposes reasonably related to the Membership Interest of such Members. The costs of inspection and copying will be borne by the respective Member. 5.2 Records. The Managers will keep or cause the Company to keep all records required by Section 406 of the Tennessee Revised Limited Liability Company Act, including the following business records. (i) An up to date list of the Members and off: cers, if any, each of their respective full legal names, last known business or residence address, taxpayer identification number, (Capital Contributions, the amount and terms of any agreed upon future Capital Contributions, and Ownership Interests, and Voting Interests; (ii) A copy of the Company's federal, state, and local tax information and income tax returns and reports, if any, for the six most recent taxable years; (iii) Copies of any financial statements for the three most recent years; (iv) A copy of the articles of organization of the Company, as may be amended from time to time ("Articles of Organization"); (v) An original signed copy, which may include counterpart signatures, of this Agreement, and any ame ndments to this Agreement, signed by all then-current Members; (vi) Records of all meetings of the Members and Board of Managers, and all written consents of the Members and Board of Managers in lieu of a meeting; -7- (vii) A copy of all contribution agreements and contribution allowance agreements; (viii) A copy of the Company's most recent .innual report delivered to the Secretary of State; and (ix) The financial statement set forth in Article 5 below. 5.3 Income Tax Returns. Within 45 days after the er d of each taxable year, the Company will use its best efforts to send each of the Members all information necessary for the Members to complete their federal and state tax info.Tnation, returns, and reports and a copy of the Company's federal, state, and local tax information or income tax returns and reports for such year. 5.4 Subchapter S Election. The Company may, upor unanimous consent of the Members, elect to be treated for income tax purposes as an S Corporation. This designation may be changed as permitted under the Internal Revenue Code Section 1362(d) and applicable Regulations. 5.5 Tax Matters Member. Anytime the Company is required to designate or select a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code and any regulations issued by the Internal Revenue Service, the Members must designate one of the Members as the tax matters partner of the Company and keep such designation in effect at all times. 5.6 Banking. All funds of the Company must be depo sited in one or more bank accounts in the name of the Company with one or more recognized financial institutions. The Managers are authorized to establish such accounts and complete, sign, and deliver any banking resolutions reasonably required by the respective financial institutions in order to establish an account. 5.7 Financial Statements. A. The Company will prepare financial statements at least annually, which may be consolidated or combined statements of the Company and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income statement for that period. If financial statements are prepared for the Company on the basis of generally accepted accounting principles, the financial statements must also be prepared on that basis. If requested in writing by any Member or holder of financial rights, the Company will furnish such statements to such person within one (1) month after notice of the request; provided, that with respect to the - 8 - financial statements for the most recently completed fiscal year, the statements will be mailed to the Member within four (4) months after the close of the fiscal year. B. If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the chief manager or the j:verson responsible for the Company accounting records: (i) Stating such person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the bas; s of preparation; and (ii) Describing any respects in which the statements were not prepared on a basis for accounting consistent with the statements prepared for the preceding year. ARTICLE 6: MEMBERSHIP - VOTING AND MEETINGS 6.1 Members and Voting Rights. The Members have :he right and power to vote on all matters with respect to which the Articles of Organization, this Agreement, or the Tennessee Revised Limited Liability Company Act requires or permits. Unless otherwise stated in this Agreement (for example, in Section 4.1(c)) or required under the Tennessee Revised Limited Liability Company Act, the vote or the Members holding at least a majority of the Voting Interest of the Company present and entitled to vote at a meeting in which a quorum is present is required to approve or carry out an action. The presence of Members holding a majority of the Voting Interests at a meeting of Members will constitute a quorum. 6.2 Meetings of Members. Regular or annual meetings are not required but may be held at such time and place as the Members deem necessary or desirable for the reasonable management of the Company. In addition, a meetir g may be called by the chief manager, the secretary, or any Member or any Manager entitled to vote at the Meeting. A written notice setting forth the date, time, and location of a meeting must be sent at least ten (10) days but no more than sixty (60) days before the date of the meeting to each Member entitled to vote at the meeting. A Member may waive notice of a meeting by sending a signed waiver to the Company's principal executive office or as otherwise provided in the Tennessee Revised Limited Liability Company Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Tennessee Revised Limited Liability Company Act, including by conference call or similar communications -9- equipment. Any action that could be taken at a meeting may be approved by a consent in writing that describes the action to be taken and is signed by Members holding the minimum Voting Interest required to approve the action. If any action is taken without a meeting and without unanimous written consent of the Members, notice of such action must be sent to each Member that did not consent to the action. ARTICLE 7: WITHDRAWAL AND TRANSFERS OF MEMBERSHIP INTERESTS 7.1 Withdrawal. Members may withdraw from the Company prior to the dissolution and winding up of the Company (a) by transferí ing or assigning all of their respective Membership Interests pursuant to Section 7.2 below, or (b) if all of the Members unanimously agree in a written consent. Subject tc the provisions of Article 3, a Member that withdraws pursuant to this Section 7.1 will be entitled to a distribution from the Company in an amount equal to such Member's Ce pital Account. 7.2 Restrictions on Transfer; Admission of Transferee. A Member may transfer Membership Interests to any other Person without the consent of any other Member. A person may acquire Membership Interests directly from the Company upon the written consent of all Members. A Person that acquires Membership Interests in accordance with this Section 7.2 will be admitted as a Member of the Company only after the requirements of Section 2.3(b) are complied with in full. ARTICLE 8: DISSOLUTION 8.1 Dissolution. The Company will be dissolved upon the first to occur of the following events: (i) The vote of the Members holding at least a majority of the Voting Interest of the Company to dissolve the Company; (ii) By action of a court pursuant to Sections 48-249-616 and 48-249-617 of the Tennessee Revised Limited Liability Company Act; (iii) By action of the Secretary of State pursuant to Section 48-249-605 (Administrative Dissolution) of the Tennessee Revised Limited Liability Company Act; (iv) At any time that there are no Members, unless and provided that the Company is not otherwise required to be dissolved and wound - 10 - up, within 90 days after the occurrence of the event that terminated the continued membership of the last remaining Member, the legal representative of the last remaining Member agrees in writing to continue the Company and (i) to become a Member; or (ii) to the extent that the last remaining Member«ssigned its interest in the Company, to cause the Member's assignee to become a Member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member; (v) The sale or transfer of all or substantial!;/ all of the Company's assets; (vi) A merger or consolidation of the Company with one or more entities in which the Company is not the surviving entity. 8.2 No Automatic Dissolution Upon Certain Events. Unless otherwise set forth in this Agreement or required by applicable law, the death, incapacity, disassociation, bankruptcy, or withdrawal of a Member will not automatically cause a dissolution of the Company. ARTICLE 9: INDEMNIFICATION 9.1 Indemnification. The Company has the power to defend, indemnify, and hold harmless any Person who was or is a party, or who is threatened to be made a party, to any Proceeding (as that term is defined below) by reason of the fact that such Person was or is a Member, Manager, officer, employee, representative, or other agent of the Company, or was or is serving at the request of the Company as a director. Manager, Governor, officer, employee, representative or othei agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise (each such Person is referred to as a "Company Agent"), against Expenses (as that term is defined below), judgments, fines, settlements, and other am aunts (collectively, "Damages") to the maximum extent now or hereafter permitted under Tennessee law. "Proceeding," as used in this Article 9, means any threatened, pending, or completed action, proceeding, individual claim or matter within a proceeding, whether civil, criminal, administrative, or investigative. "Expenses," as used in this Article 9, includes, without limitation, court costs, reasonable attorney and expert fees, and any expenses incurred relating to establishing a right to indemnification, if any, under this Article 9. 9.2 Mandatory. The Company must defend, indemnify and hold harmless a Company Agent in connection with a Proceeding in which such Company Agent is involved if, and to the extent, Tennessee law requires that a limited liability company indemnify a Company Agent in connection with a Proceeding. 9.3 Expenses Paid by the Company Prior to Final D isposition. Expenses of each Company Agent indemnified or held harmless under this Agreement that are actually and reasonably incurred in connection with the defense or settlement of a Proceeding may be paid by the Company in advance of the final disposition of a Proceeding if authorized by a vote of the Members that are ro t seeking indemnification holding a majority of the Voting Interests (excluding the Voting Interest of the Company Agent seeking indemnification) or a majority of the Managers that are not seeking indemnification, as the case may be. Before the Company makes any such payment of Expenses, the Company Agent seeking indemnification must deliver a written undertaking to the Company stating that such Company Agent will repay the applicable Expenses to the Company unless it is ultimately determined that the Company Agent is entitled or required to be indemnified and held harmless by the Company (as set forth in Sections 9.1 or 9.2 above or as otherwise required by applicable law). ARTICLE 10: GENERAL PROVISIONS 10.1 Notice, (a) Any notices (including requests, deménds, or other communications) to be sent by one party to another party in connection with this Agreement must be in writing and delivered personally, by reputable overnight courier, or by certified mail (or equivalent service offered by the postal service from time to time) to the following addresses or as otherwise notified in accordance with this Section: (i) if to the Company, notices must be sent to the Company's principal executive office; and (ii) if to a Member, notices must be sent 1:o the Member's last known address for notice on record, (b) Any party to this Agreement may change its notice address by sending written notice of such change to the Company in the manner specified above. Notice will be deemed to have been duly giv?n as follows: (i) upon delivery, if delivered personally or by reputable overnight earner or (ii) five days after the date of posting if sent by certified mail. 10.2 Entire Agreement; Amendment. This Agreement along with the Articles of Organization (together, the "Organizational Documents"), constitute the entire agreement among the Members and replace and supersede af prior written and oral understandings and agreements with respect to the subject matter of this Agreement, except as otherwise required by the Tennessee Revised Limited Liability Company Act. - 12 - There are no representations, agreements, arrangements, or undertakings, oral or written, between or among the Members relating to the subject matter of this Agreement that are not fully expressed in the Organization,ü Documents. This Agreement may not be modified or amended in any respect, except in a writing signed by all of the Members, except as otherwise required or permitted by the Tennessee Revised Limited Liability Company Act. 10.3 Governing Law; Severability. This Agreement will be construed and enforced in accordance with the laws of the state of Tennessee. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction for any reason whatsoever, (i) the validity, legality, and enforceabilily of the remaining provisions of this Agreement (including without limitation, all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the unenforceable provision will be de emed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable provision and the Agreement will be deemed amended accordingly. 10.4 Further Action. Each Member agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this A^eement. 10.5 No Third Party Beneficiary. This Agreement is made solely for the benefit of the parties to this Agreement and their respective permittee' successors and assigns, and no other Person or entity will have or acquire any right b) virtue of this Agreement. This Agreement will be binding on and inure to the benefit of lie parties and their heirs, personal representatives, and permitted successors and «issigns. 10.6 Incorporation by Reference. The recitals and each appendix, exhibit, schedule, and other document attached to or referred to in this Agreement are hereby incorporated into this Agreement by reference. 10.7 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members signed the same copy. All counterparts will be construed together and will constitute one agreement. [Remainder Intentionally Left Blank.] - 13- IN WITNESS WHEREOF, the parties have executed or caused to be executed this Operating Agreement and do each hereby represent arid warrant that their respective signatory, whose signature appears below, has t een and is, on the date of this Agreement, duly authorized to execute this Agreement. Dated: r \ Signature of Dixie Carter Salinas -14- EXHIBIT A MEMBERS The Members of the Company and their respective addresses. Capital Contributions, and Ownership Interests are set forth below The Members agree to keep this Exhibit A current and updated in accordance with the ierms of this Agreement, including, but not limited to. Sections 2.1, 2.3, 2.4, 7.1, 7.2, and 10.1. Members Dixie Carter Salinas Address: 20910th Avenue South, Suite 160 Nashville, Tennessee 37203 Capital Contribution Percentage Interest 100% EXHIBIT B BOARD OF MANAGERS Manager(s) of the Company axe set forth below. Dean Broadhead Serg Salinas Dixie Carter Salinas - Forwarded massage From: Chris Terry Com> Date: Thu, Sep 21mm at 7:29 pm Subjecl: TNA . Nam regarding Default To: Blake Chris Terry Partner R im on, PC, Law Firm Evolved. One Embarcadero Center, Suite 400, San Francisco, CA 94111 Mobile: 510.499.5752 Direct: 415.213.2291 Office: 415.6fi3.5472 e;:t. 996 www.RimonLaw.com Chris Terry Partner R im on, PC, Law Firm Evolved. One Embarcadero Center, Suite 400, San Francisco, CA 94111 Mobile: 510.499.5752 Direct: 415.213.2291 Office: 415.683.5472 ext. 996 w w w .R im p.n Law.CPm Boston Chicago Lake Tahoe Los Angeles Minneapolis New York New Jersey Northern Virginia Orlando Palo Alto San Diego San Francisco S eattle South Florida Tel Aviv W ashington DC www.rtmonlaw.com Follow Rimon on Twitter Join Rimon's Linkedln Group Read Rimon's Insights Watch Rimon's Video This e-mail is se n t by a law firm and contains information th a t may be confidential or privileged. If you have received this communication in error, please reply to the sender (only) and then please delete this m essage from your inbox as well a s any copies. Thank you. 2 RE DACTED -- Forwnded message .-- From: Chris Tarry (Chris Dale: Thu, 29, low 7:29 PM Subject: TNA . Transparch and Disclosurc To' Dean Broadband Dixi: Caner Blake Raul (Make coup. Peter Knlsis lv gun Dixie and Dean (cc Blake), As you are aware, Hilly has requesled an update and inform-inn cancelling Iim company's funding plans, the WWE sillulion, and (he simnlinn for the upcoming slrnoi. Tu dnlc. aside from Dean's email on [he Universal our-mm, no infunnalion been provided. Aside fiom Billy's to be included in matters sn direclly mlevarll lo the company as its president, remind you lhal TNA 11:5 a contractual obligmion Ia provide Billy with full access Io TNA and IIS officers. counsel, nudilors. books and records concealing the mnditian uflhe busmess, failure In do so wnslimles a breach and defauli under ll-le ihru pmy and the uni: (see Seclan 3 unhe 3 party Imml), As such, to nvoid further damages as our client considers his rights Ind remedies (all ufwhich are reserved), we require TNA lo provide immediate, complete uld fulsom: disclosure of Ike curmrl simAIion TNA, including [he funding plan. we discussions and for this weekend's uvenL Reguds, Chris 95mm LAW nun EvuA/ed One Embartadem Center, Suite 400, San Francisco, CA 94111 Mohlla: $9499.99 Dlrecr: 415.213.2291 omen: "1.996 www.RimonLaw.com Chris Terry Partner R im on, PC, Law Firm Evolved. One Embarcadero Center, Suite 400, San Francisco, CA 94111 Mobile: 510.499.5752 Direct: 415.213.2291 Office: 415.683.5472 ext. 996 www.RimonLaw.com Boston Chicago Lake Tahoe Los Angeles Minneapolis New York New Jersey Northerr Virginia ¡ Orlando Palo Alto S an Diego San Francisco Seattle South Florida Tel Aviv W ashington DC www.rimonlaw.com Follow Rimon on Twitter Join Rimon's Linkedln Group Read Rimon's Insights Watch Rimon s Video This e-mail is se n t by a law firm and contains information th at may be confidential or privileged. If you have received this communication in error, please reply to the sender (only) and th en please delete this m essage from your inbox a ¡ well as any copies. Thank you. 2 C3 5 eg*--* GT> o C~> S c o tt S im s Ti ro c_n -o Chris Terry n Wednesday, October 12, 2016 10:36 AM Blake Roth L ro o Dixie Carter; Serg; Dean Broadhead; Billy Corgan; Peter Katsis; Scott Sims ^ Notice regarding Board of Managers of Impact Ventures LLé° S Letter to TNA re Board (FINAL).doc.pdf; Letter to TNA re BoaTcJ (FIHAL).doc.pdf From: Sent: To: Cc: Subject: Attachments: Blake, Attached on behalf of my client William Corgan notice is a letter concerning, inter alia, the constitution of the board of managers of Impact Ventures LLC on behalf of my client William Corgan. I also refer you to the notice provided on September 29, 2016 concerning the existence and continuing events of default under the Pledge Agreement as a result of the insolvency of Impact Ventures LLC end numerous breaches under the agreement between Mr. Corgan, Impact Ventures LLC and Aroluxe Media LLC. In brief, Mr. Corgan is exercising his contractual rights under the Pledge Agreement to vote Dixie Carter's equity interest. Mr. Corgan's first action is to remove Dixie Carter, Serg Salinas and Dean Broadhead from the board of managers, effective immediately. In their stead, and to ensure continuity in management and operations of Impact Ventures LLC, Mr. Corgan is appointing himself as m anager the board, also effective immediately. W e request that your client respond in the affirmative to the foregoing by 2pm today (Central time) by executing the acknowledgem ent attached to the letter. If my client does not receive the forgoing acknowledgment by 2pm Central time, he will assum e that Impact Ventures and its board do not agree to provide the requested assurances and will take immediate and unilateral steps to preserve and protect his rights. All of my client's rights are expressly reserved. Regards, Chris Chris Terry P artner R im o n , P C , ' 7' . ' V \ . Law Firm Evolved. : - 7 V -:' One Embarcadero Center, Suite 400, San Francisco, CA 94111 Mobile: 510.499.5752 Direct: 415.213.2291 Office: 415.683.5472 ext. 996 www.RimonLaw.com Boston Chicago Lake T ahoe Los Angeles Minneapolis New York New Jersey N orthern Virginia O rlando Palo Alto San Diego San Francisco S e a ttle South Florida Tel Aviv W ashington DC ww w.rim onlaw.com Follow Rimon on T w itter Join Rimon's Llnkedln Group Read Rim on's Insights j W atch Rimon s Video This e-m ail is s e n t by a law firm and contains inform ation th a t m ay be confidential or privilegec. If you h ave received this com m unication in e rro r, p lease reply to th e se n d e r (only) and th en please delete this m essa g e from your inbox a s well as a n y copies. T hank you. DocuSign Envelope ID: 299E17CD-4234-49BA-ABAE-B059DEEFE754 William Patrick Corgan % GSO Group 15260 Ventura Blvd Suite 2100 Sherman Oaks, CA 91403 October 12, 2016 To: Dixie Carter Salinas, member of TNA Board of Managers, Impact Ventures LLC (“TNA”) Dean Broadhead, Dixie Carter Salinas & Serg Salinas cc: Blake D. Roth Waller Lansden Dortch & Davis, LLP (counsel to TNA) Re: Exercise of Voting/Consent Rights; Replacement of Boa rd of Managers 1 refer to the notice regarding default delivered to Impact Ventures LLC (“TNA”), the board of managers of TNA and to TNA's counsel on September 29, 2016 (“Notice of Default”), the notice regarding transparency and disclosure delivered to Impact Ventures LLC (“TNA”), the board of managers of TNA and to TNA’s counsel on September 29, 2016 (“Notice re Transparency and Disclosure”), and the letter dated October 7, 2016 regarding Communications with Employees and Independent Contractors (the “Letter”). To date, I have received no response from TNA or its board of managers to either the Notice of Default or the Notice regarding Transparency and Disclosure. The only response that I have received to the Letter is a terse email from Dixie that TNA will be in touch sometime next week to “discuss my role, duty and responsibilities” with the company, a response that, given the gravity of the situation, is woefully unresponsive and insufficient. Regrettably, this dereliction of the board’s duties is not surprising and is consistent with an established pattern of ignoring both my position as President of the Company, as well as my contractual rights as a creditor of TNA. TNA and the board appear to be under the mistaken assumption that I will simply stand by while the company is run into the ground, the value of the TNA brand ar d its goodwill, reputation and future prospects are destroyed, and my own investment, as well as the rights of TNA’s other creditors, is reduced to zero. Per my rights under the terms of the pledge and security agreement dated August 11, 2016 (the “Pledge Agreement”), and as notified to you on September 29, 2016,1am entitled to exercise all voting and/or consensual powers pertaining to Dixie Carter Sali tas’ membership interests in TNA, which as of the date of this letter represents a 92.5% equity interest in TNA. DocuSign Envelope ID: 299E17CD-4234-49BA-ABAE-B059DEEFE754 Pursuant to the operating agreement dated August 7, 2015 (the “Operating Agreement”), the managers may be elected or removed at any time, for any reason or no reason, by the Members holding a plurality of the Voting Interest of the Company. I hereby exercise my voting and consent rights pursuant to the O Derating Agreement to remove each of Dean Broadhead, Dixie Carter Salinas and Serg Salinas fram their positions as members of TNA’s board of managers, effective immediately. I further nominate and appoint myself as a manager, also effective immediately. Notice of the same shall be sent promptly to each of Aroluxe Media, LLC and MCC Acquisition Corp. In order to best assure that the management transition is completed without impacting TNA’s business or adversely affecting the rights of its employees and independent contractors, its members, and other creditors, I request that TNA and the board of managers respond immediately in writing, by signing and returning the attached acknowledgment, to (i) acknowledge and agree that I am entitled to exercise Mrs. Salinas’ voting rights in TNA and that I am entitled to replace the current managers of TNA with designees of my choosing, and (ii) that effective immediately, Mrs. Salinas, Mr. Salinas and Mr. Broadhead, and all persons acting in concert with them, shall immediately cease acting as managers of TNA and from causing TNA to take any action without my consent obtained in accordance witi the process set forth in the Operating Agreement and/or applicable law. As previously detailed above, TNA and the board of managers have failed to even acknowledge the Notice of Default or the Notice regarding Transparency and Disclosure, and have not acted with any expediency to the Letter. Again. I request that the board treat these matters with the urgency that they deserve, and revert back to me no later than 2pm Central with the required above assurances. If I do not receive the forgoing acknowledgment by 2pm Central Time on October 12, 2016, I will assume that you do not agree to provide the requested assurances and will take immediate and unilateral steps to preserve and protect my rights. Yours sincerely, -D o c u S lfln e d by: By: Ay AW il t e m ^ a í n c f c ' f c í irg a n DocuSign Envelope ID: 299E17CD-4234-49BA-ABAE-B059DEEFE754 ACKNOWLEDGEMENT October 12, 2016 The undersigned, including each of Impact Ventures LLC, Dixie Caler Salinas, and each of the members of the board of managers of Impact Ventures LLC, acknowledge and agree that: 1. William Patrick Corgan is entitled to exercise Mrs. Dixie Carter Salinas’ voting rights in Impact Ventures LLC, and 2. William Patrick Corgan is entitled to replace the current managers of Impact Ventures LLC with designees of William Patrick Corgan’s choosing, and 3. Mrs. Dixie Carter Salinas, Mr. Serg Salinas and Mr. Dean Broadhead, and all persons acting in concert with them, shall immediately cease act ng as managers of Impact Ventures LLC and from causing Impact Ventures LLC to :ake any action without my consent obtained in accordance with the process set forth in the Operating Agreement and/or applicable law. IMPACT VENTURES LLC By:______________ Its Manager Date: October 12, 2016 By:__________________ Mrs. Dixie Carter Salinas, manager of Impact Ventures LLC and in her personal capacity as Pledgor under the Pledge Agreement Date: October 12, 2016 By:__________________ Mr. Serg Salinas, manager of Impact Ventures LLC Date: October 12, 2016 By:__________________ Mr. Dean Broadhead, manager of Impact Ventures LLC Date: October 12, 2016