FILED: MONROE COUNTY CLERK 02/20/2018 03:57 PM INDEX NO.

E2018000947
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/20/2018
FILED: MONROE COUNTY CLERK 02/20/2018 03:57 PM INDEX NO. E2018000947
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/20/2018

EXECUTION VERSION

PROPOSED ACQUISITION OF
GREENLIGHT NETWORKS, LLC
BY
GL ACQUISITION CO, LLC

I. The Transaction

A. Parties: • Grand Oaks Capital, LLC, an under the control of

entity
B. Thomas Golisano, or its designee (such entity or its
Oaks"
designee being referred to as "Grand Oaks")

• Greenlight Networks, LLC ("GLN"), a New York limited

liability company. It is subject to the Second Amended

and Restated Operating Agreement dated May 30, 2014 as
such has been amended to date (the "Operating
Agreement"
Agreement")

B. Acquisition of Grand Oaks would acquire GLN by way of a merger with an

Outstanding GLN acquiring entity created for that purpose, with GLN remaining
"Transaction" pre-
Equity Securities: as the surviving entity (the "Transaction"). Some
Transaction members of GLN be members of GLN post-
may
Transaction, holding in the aggregate a minority interest
therein. The units of other members of GLN would be
cancelled in exchange for cash consideration that reflects a
pre-Transaction equity value of $8,500,000 for GLN.

C. Treatment of All outstanding GLN subordinated debt, totaling $2,500,000

Outstanding GLN plus any accrued but unpaid interest thereon, would be retired

Subordinated Debt: by GLN simultaneously with the Closing (the "Debt

Repayment"
Repayment").

D. Additional Equity: Subsequent to the acquisition of GLN equity securities and the
Debt Repayment, GLN would receive from Grand Oaks an
additional $2,500,000 in new capital for the purposes of

funding its growth plans.

E. Employment and At the effective time of the Transaction, certain key executives
Noncompetition of GLN would enter into employment agreements and

Agreements: noncompetition agreements which may provide for an

ownership interest in GLN and containing customary

covenants and other provisions with GLN, which would go
into effect as of the Closing.

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FILED: MONROE COUNTY CLERK 02/20/2018 03:57 PM INDEX NO. E2018000947
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/20/2018

F. Management At the effective time of the Transaction, GLN would provide

Incentive for an equity-based Management Incentive Arrangement for

Arrangement: the benefit of certain key executives of GLN.

G. Representations, In the definitive agreement of the Transaction, GLN and any

Warranties, pre-Transaction members thereof who would own equity
Indemnities and interests therein after the Transaction would provide
Other Provisions: customary indemnities relating to the business, financial

condition, contracts, liabilities, employees and prospects of

GLN. The definitive agreement would also contain customary

covenants, closing conditions and other provisions.

H. Transaction All legal fees and other expenses incurred by the parties

Expenses: (including fees of legal and other advisors) would be borne by

the incurring parties respectively, except that GLN will

reimburse Grand Oaks for its legal fees and other expenses
incurred in the Transaction at closing, with a cap of $15,000.

I. Confidentiality: The parties would agree to keep confidential the existence,

status and terms of their negotiations and agreements

regarding the Transaction. If Grand Oaks so elects, the parties

would make a joint public announcement concerning the
Transaction upon the signing of a letter of intent.

"No-Shop"
J. At the time of the signing of a letter of intent relating to the

Agreement: Transaction, GLN would agree not to entertain, solicit or

encourage any inquiry or proposal from any third party

concerning the acquisition of all or a substantial portion of the
business or equity securities of GLN.

The provisions of this Term Sheet do not constitute and will not give rise to any legally
binding obligation on the part of any party. Moreover, except as expressly provided in any
binding written agreement that the parties may enter into in the future, no past or future

action, course of conduct, or failure to act relating to the possible Transaction described
herein or any other transaction described herein, or relating to the negotiation of the terms
of the possible Transaction or any other transaction or definitive agreement, will give rise
to or serve as a basis for any obligation or other liability on the part of any of the parties.

Only upon execution by the duly authorized representatives of all parties of definitive
agreements contemplated hereby shall the parties be bound thereby.

[Signature page following]

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FILED: MONROE COUNTY CLERK 02/20/2018 03:57 PM INDEX NO. E2018000947
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/20/2018

Grand Oaks Capital, LLC Gree e LL

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FILED: MONROE COUNTY CLERK 02/20/2018 03:57 PM INDEX NO. E2018000947
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/20/2018

Grand 0 ks Capital. LLC Greenlight Networks, LLC

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