EFiled: Feb 28 2022 04:24PM EST

Transaction ID 67352887
Case No. 2022-0145-MTZ

EXHIBIT 1
EXHIBIT 2
EXHIBIT 3
EXHIBIT 4
 CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this "A~1•eement") is dated as of December

28, 2018, by and between Silvio Scaglia ("Contributor") and Freedom Holding, Inc., a Delaware
corpot•ation (the "Company").

RECITALS

WHEREAS, Contributor is the (i) record and be»eficial owner of 2,810,000 nominative
shares of S.M.S Finance S.a r.l., a Luxembouj•g company (the "S.M.S. Shares") and (ii) lender
pursuant to that certain interest Fj•ee Loan Agj•eement, dated March 3, 2008, by and between
Contributor and SMS Finance S.A., a Luxembourg company (as amended, the "Loan
Agreement");

WHEREAS, Contributor wishes to contribute all of his right, title and interest in and to
(i) the S.M.S. Shares and (ii) the Loan Agreement, to the Company in exchange for 123,665
shares of Prefert-ed Stock, no par value per share, of the Company (the "Preferred Stock"); and

WHEREAS, the parties hereto intend that the issuance of the Preferred Stock to
Contributor in exchange for Contributor's contribution of the S.M.S. Shares and his rights under
the Loan Agreement to the Company shall be treated foi• tax purposes as part of an exchange
described in Section 351(a) of the Internal Revenue Code of 1986, as amended (the "Code").

NOW THEREFORE, intending to be legally bound and for• good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

AGREEMENT

1. Contribution. Contributor hereby contributes to the Company, and the

Company hereby acquires, all of Contributor's right, title and interest in and to the S.M.S. Shares
and the Loan Agreement, in exchange for which the Company hereby issues to Contributor the
Preferred Stock (the "Contribution").

2. Cel•tain Tax Mattel-s. The Company and Contt-ibutor shall, for all federal,
state and local income tax purposes, treat the Contribution as constituting an exchange described
in Section 35l (a) of the Code.

3. Repj•esentations and Warranties of the Company. The Company represents

and wat•rants to Contributor as follows:

(a) The Company is a corporation, duly incorporated, validly existing and in

good standing under• the laws of the State of Delaware. The Company has al l requisite corporate
power and authority to execute and deliver this Agreement and to perform and consummate its
obligations hereunder. This Agreement has been duly authorized by all requisite action on the
part of the Company, and has been duly and validly executed and delivered by the Company.
"This Agreement constitutes a valid and legally binding obligation of the Company, enfo~•ceable
against the Company in accordance with its terms and conditions, except as enforceability
thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws
affecting c1•editors' 1•ights generally or• by general principles of equity. The Company has ►got
been and is not required to give any notice to, or male any filing with, or obtain any consent or
approval from, any governmental authority or other third party for the valid execution, delivery
and performance by the Company of this Agreement or the offer, issuance, sale or delivery of the
Preferred Stocic.

(b) 'The exectiition, delivery and performance by the Company of this

Agreement, and the consummation of the transactions contemplated hereby and thereby, do not
and will not conflict with or• result in any violation or breach of (i) the certificate of
incorporation, bylaws or other governing documents of the Company or (ii) any of the teens,
conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default
under, or give rise to any 1•ight of termination, cancellation or acceleration or result in the
creation of any lien upon any of the assets or properties of the Company or under any provision
of any agl•eement to which the Company is a party or by which it or any of its assets or properties
is or may be bound.

(c) The authorization, issuance, sale and delivery of the Preferred Stocic have
been duly authorized by all requisite action on the part of the Company. Immediately following
the consummation of the transactions desct•ibed herein, the Preferred Stock shall be duly
aLithorized, validly issued and outstanding, fully paid and non-assessable, free and clew• of any
liens or encumbrances whatsoever and with no restrictions on the voting rights or transfer thereof
and other incidents of beneficial ownel•ship pertaining thereto, other than pursuant to applicable
federal and state securities laws.

4. Representations by Contributor. Contributor rep~•esents and warrants to

the Company has follows:

(a) Contributor has all requisite power and authority to execute, deliver and
perfoj•m his obligations under this Ag~•eement. The execution and delivery of this Agreement,
the performance by Contributor of his obligations hereunder and the consummation by each
Contj-ibutoj• of the transactions contemplated hereby have been duly authorized, and no other
proceeding on the part of Contributor is necessary. Assuming the due authorization, execution
and delivery hereof by the Company, this Agreement constitutes the valid and legally binding
obligation of Cont~•ibutor, enforceable in accordance with its terms, except as enforcement may
be limited by applicable banlci•uptcy, insolvency, 1•eorganization, moratorium and other similar
laws affecting the j-ights of c~•editors generally, and the availability of equitable remedies.

(b) No consent, approval, order or authorization of, or registration, declaration

or filinb with, any govecninental authority o~• other thil•d party is required to be made or obtained
by Contributor or- in connection with Contributor's autho3•ization, execution and delivery of this
Agreement, the perfo~~mance by Contributor- of its obligations hereunder•, and the consummation
by Contributor of the transactions contemplated hereby.

(c) The execution, delivery and perfot•~r►ance by Contj•ibutor of this

Agreement, and the consummation of the transactions contemplated hereby and thereby, do not
and will not conflict with or result in any violation or• bj•eadi of, any of the tef-ms, conditions or
provisions of, or constitute (with due notice or lapse of tune, or both) a default under, or give rise
to any eight of te~~~~nination, cancellation or accelet~ation or result in the creation of any lien upon
any of the assets ol• p~•operties of Contj•ibutor or under• any provision of any agreement to which
Contributor is a party oj• by which it or• any of its assets or properties is o~• may be bound.

5. Amendment and Waiver. Except as otherwise provided herein, no

modification, amendment or• waives° of any pl•ovision of this Agreement shall be effective against
the parties hereto unless such modification, amendment of• waiver is approved in writing by each
of the parties. The failure of any party to enforce any of the provisions of this Agree~r~ent shall
in no way be construed as a waiver of such provisions and shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance with its terms.

6. Notices. All notices, demands and other communications to be given or•

delivered under or by reason of the provisions of this Agreement shall be in writing and shall be
deemed to have been given (i) when personally delivered or sent by telecopy or electronically via
PDF foj•mat (with hard copy to follow); (ii) one day after being sent by reputable overnight
express courses• (charges prepaid), or (iii) five days following mailing by certified or registered
mail, postage prepaid and return receipt requested. Unless another address is specified in
writing, notices, demands and communications to the parties hereto shall be sent to the addresses
indicated below:

If to the Company:

Freedom Holding, Inc.

One Penn Plaza, Suite 440
New York, NY 10119
Attn: Silvio Scaglia

If to Contributor:

Silvio Scaglia
One Penn Plaza, Suite 440
New Yoj•k, NY 1011.9

7. Counterparts. This Agreement may be executed in separate counterparts

(including by facsimile and PDF signature pages), each of which shall be an original and all of
which taken together shall constitute one and the same agreement.

8. Successors and Assigns. This Agreement will be binding upon and inure
to the benefit of the parties hereto and their respective successors and permitted assigns.
Notwithstanding anything to the contrary contained herein, Neither party may assign any of such
party's rights under this Agreement without the prior written consent of the other party hereto.

9. Entire A~j•eement. Except as otherwise expressly set forth herein, this

Agreement embodies the complete agreement and understanding among the parties hereto with
t•espect to the subject matter hereof and supersedes and preempts any prior- understandings,
agreements or' representations by or among the parties, written or oral, which may have related to
the subject matter hereof in any way.

10. Severability. Whenever possible, each provision of t}~is Agreement shall

be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or' unenfot•ceable in any respect under•
any applicable law or rule in any jurisdiction, such invalidity, illegality or unenfot•ceability shall
not affect the validity, legality or enforceability of any other• pj•ovision of this Agreement in such
jurisdiction or affect the validity, legality or enforceability of any provision in any other
juj•isdiction, but this Agreement shall be reformed, construed and enforced in such juj•isdiction as
if such invalid, illegal or unenforceable pt•ovision had never• been contained herein.

[Signature Page Follows.]

 IN WITNESS WHEREOF, the parties het-eto have caused this Contribution Agreement
to be executed as of the date first written above.

THE COMPANY:

FREEDOM HOLDING, INC.

By-~ ~~- -: /~
Name: Silvio Scagl~a
Title: President

CONTRIBUTOR:

--~~ Y
Silvio Scaglia
EXHIBIT 5
 WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
FREEDOM HOLDING, INC.

December 28, 20l 8

The undersigned, being tl~e sole member of the Board of Directors (tk~e `Board") of

Freedom Holding, Inc., a Delaware corporation (tile "Company"), does hereby consent to and

adopt the following resolutions without a meeting pursuant to Section 14 ] (fi) of the General

Corporation Law of the State of Delaware (the "DGCL"), as amended:

Authorization of Sale and Issuance of Preferred Stock.

WHEREAS, it has been proposed that the Company enter into that certain Contt•ibution
Agreement (the "Contribution A~ree~nent"), by and between the Compa~~y and Contributor (as
defined therein), substantially in the form attached hereto as Exhibit A, pursuant to which,
among other things, the Company will issue and sell to Contributor 123,665 shares (the
"Preferred Shares") of Preferred Stock, no par value per share of the Company ("Preferred
Stock") in exchange for the contribution of all of Contributor's right, title and intej•est in and to
tl~e Loan Agj•eement and tl~e S.M.S. Shares (as each are defined in tl~e Contribution Agreement)
(such transaction, the "Contribution"); and

WHEREAS, the Board is aware of and have been informed of all material terms of the
Contribution, and following review of such information, appt~oves tl~e Contribution aid believes
it to be in the best interests of and fair to the Company and its stockholder to enter into the
Contribution Agreement and to consummate the Contribution.

NOW, THEREFORE, BE IT RESOLVED, that in accordance with Section 144(a) of

the DGCL, the Contribution Agreement and the Contribution be, and each of then hereby is,
approved and adopted in all respects, with such changes, modifications and amendments to the
Contribution Agreement as a~1y officer of the Company (each, an Authorized Officer") executing
the Contf-ibution Agreement shall deem necessary, advisable or appropriate in order• to
consummate the transactions contemplated thet-eby, and to perform t}~e obligations of tl~e
Company thereunder, and each Authorized Officer, is hereby authorized, empowered and
directed to perform the Company's obligations thereunder, and the execution and delivery
thereof shall be co»chisive evidence that the sa~~~e were in all respects hereby fully authorized
and approved;

FURTI3ER RESOLVED, that the Company is authorized, directed and empowered to

enter into tl~e Contribution Agreement and any abreements and instruments contemplated
thereby, and to perform its obligations thereunder;

13717607
 FURTHER RESOLVED, that the Board hereby consents to and approves the issuance
by the Company of the Preferred Shares and any other shares of Preferred Stock required to be
issued pursl~ant to tl~e Contribution Agreement;

FURTHER RESOLVED, that the Co~~~pany be, and hereby is, authorized and
empowered to enter into and perform each and every transaction effected or to be effected
pursuant to and in accordance with the terms and conditions of the Contribti~tion Ag~-eel~~ent and
any and all other agreements, assignments, docu»~ents, instruments or certificates (including the
issuance of one or more stock certificates foi• the Preferred Shares) (each, an "Additional
Document") that the Authorized Officers may determine to be necessary, advisable, or
appropriate in connection with the Contribution Agreement or these resolutions, as evidenced by
the execution and delivery of such Additional Document;

FURTHER RESOLVEll, that when the consideration set forth in tl~e Contribution
Agreement has been received by the Company for the Preferred Shares that have been offered,
issued and sold pursuant to the Tore~oing resolutions, such Preferred Shares and any other shares
of Preferred Stock required to be issued in accordance with the Contribution Agreement shall be
daily authorized, validly issued, filly-paid and non-assessable;

FURTHER RESOLVED, that, upon surrender for conversion of any certificate or

certificates 1•epresenting shares of Pi•eferced Stock, the Authorized Officers, or any one of them,
be, and hereby is authorized, for and on behalf of the Company and in its name, to issue
certificates representing the number of shares of Common Stocic to which the holder of such
surrendered certificates shall be entitled;

FURTHER RESOLVED, that a suft7cient number of shares of authorized but unissued

Common Stoc]<, be, and they hereby are, initially reserved for issuance upon the conversion of
all issued and outstanding shares of Preferred Stock, the number of authorized but unissued
shares of Common Stock reset•ved For issuance upon conversion of the Preferred Stocic s}~all,
without further action by the Boai-d, to the extent permitted by law, automatically increase or
decrease, as appropriate, such that the Company shall always have sufficient authorized but
unissued shares of Commo~~ Stock reserved to cover full conversio~~ of all issued and olitstandiug
shares of Preferred Stocic in the manner provided in the Amended and Restated Certificate; and

FURTHER RESOLVED, that the Authorized Officers, or any one of them be, and
hereby are authorized, empowered and directed to execute and deliver the Contribution
Agreement and all other Additional Docutr~cnt such Authot•ized Offices- n ay dee~~~ ~~ecessary,
advisable or appropriate in order to consummate the transactions contemplated thereby, and to
perform the obligations of the Company thereunder, and each Authorized Office►•, is hereby
authorized, empowered and directed to perform the Co~~~pany's obligations thereunder, and the
execution and delivery thereof shall be conclusive evidence that the sa~~~e were in all respects
hereby fully authorized and approved.

2. Amended and Restated Certificate of Incorporation.

WHEREAS, in connection with the Contribution Agreement and the transactions to be

pei•fol-~1~ed thereunder, the Board deems it to be advisable and i~~ the best interests of tl~e

2
Company to amend and restate the certificate of incorporation of the Company i~~ its entirety, to,
among other things, (i) increase the number of authorized shares of Com~~~on Stock, no par value
per share (`~Comi~on Stocic"), to 150,000 shares, (ii) authorize the issuance of Preferred Stocl<,
consisting of 123,665 authorized shares, with the rights, preferences and privilebes as more fully
set forth in the Amended and Restated Certificate of Incorporation, substantially in the form
attached hereto as Exhibit B (the "Amended and Restated Certi~f~icate"); and

WHEREAS, the Board has reviewed the Amended and Restated Certificate a~~d
determined that, subject to tl~e approval of the stockholder of tl~e Company, it is advisable and in
the best interests of the Company to file tl~e Amended and Restated Certificate with the Sec~~eta~y
of State of the State of Delaware.

NOW, THEREFORE, BE IT RESOLVED, that the Amended and Restated Certificate

be, and it hereby is, approved and adopted in all respects;

FURTHER RESOLVED, that the Authorized Officers are hereby authorized and
directed to submit t(~e Amended and Restated Certificate to tl~e stockholder of the Company for
his consideration and approval in accordance with Section 242 of the DGCL; and

FURTHER RESOLVED, that, upon receipt of such appf•oval, any Authorized Officer is
ailthorized and directed to execute the Amended a»d Restated Certificate and take all such action
as such ~luthoeized Officer deems advisable or appropriate in order to file the Amended and
Restated Certificate with the Delaware Secretary of State and to cause the Amended and
Restated Certificate to become effective;

3. Specimen Certificates.

WI-IEKEAS, the Board deems it to be advisable and in the best interests of the Company
to approve and adopt a form of certificate for the Preferred Stocic.

NOW, THEREFORE, BE IT RESOLVED, that the form of certificate for the

Preferred Stock attached hereto as Exhibit C is hereby approved and adopted as the certificate to
represent the Preferred Stock.

4. Omnibus.

RF..SOLVED, that the Authorized Officers of the Company are hereby autho~~ized,
empowcf-ed and di~•ected to talce al l steps and do all acts and things, including the execution and
delivery of docu~r~ents, agreements, certificates or instruments as are of- may become necessary
or appropriate to effect the purposes and intents of the foregoing recitals and resolutions and the
transactions contemplated thereby, each to be in form and content acceptable to the applicable
Authorized Officer executing such documents, agreements, certificates or instruments, his or 11er
approval and die approval of the Board shall be co»clusively evidenced by his o~- her execution
and delivery thereofi;

FURTHER RESOLVED, that all actions previously tal<en by any stocicholdef•, director,
officer, agent or attorney of the Company relating to the foregoing resolutions and the
tf-ansactions contemplated thereby are hereby adopted, ratified, confirmed and approved in all
respects as the acts and deeds of tl~e Company;

FURTHER RF.,SOLVED, that a copy of this Written Consent be inserted in the minute
book of the Company and that the Board is hereby inst►•ucted to cause the same to be so inserted
in the minute book of the Company.

[Si;nature page follows.]

4
 IN WITNESS WHEREOF, the undet-signed has executed this Written Consent as of the
date first set fiorth above.

~~~~~,
Silvio Scaglia
 Exhibit A

Contribution A6reement

[See the attachecZ]

EXHIBIT 6
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 7
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 8
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 
EXHIBIT 10
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 11
 Elite Group Structure - 2020

Silvio Scaglia JuliaHaart

50% 50%

Freedom Holding SMS FinanceSarl

E1972 Inc.
Inc USA LUX
100%USA 100%USA 100%LUX

Elite World Variable Interest Entity.

ELITE WORLDSarl
Group Llc USA Lux
100%USA 91,79% LUX

Excelsior World Group Women PGM Sarl The Society Model EWG Virtual
(EWG Digital) Management Inc Lux Management Inc Ltd.
100%USA 100% USA 100%USA 70% UK
100%LUX

PGM Fashion &

Brand FranceSas
Elite Licensing 100%Lux

Company Sagl
100%CH
Elite Group Structure - 2020
Elite Licensing
Company Sagl

Elite Model Women Women Model Elite Model

ManagementSrl ManagementSarl ManagementSrl ManagementSarl
100%ITA 100%FRA 100%ITA 100%FRA

Elite Model Mgmt Elite Model Elite Model Mgmt Elite Model Mgmt Elite Model Mgmt Elite Model Mgmt
London Ltd ManagementSA AmsterdamBV Copenaghen ApS Prague Sro BratislavaSro
100%UK 99.96% SPA 100%NL 100%DK 60%CZ 60%SK

Elite Model
ManagementHK
100%HK

Elite Model Mgmt

(Shanghai) Ltd
100%PRC
EXHIBIT 12
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 13
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 14
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Steven Madden Q3 2021 Broke Records, Thanks to Marketing and Handbags – Footwear News 2/27/22, 1:42 AM

BUSINESS FASHION FOCUS SHOP

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BUSINESS EARNINGS NOV 3, 2021 3:54PM EDT

Steve Madden Just Had Its Biggest

Quarter Ever, Thanks to Marketing
Plays, Handbags and DTC Growth
By Shoshy Ciment

A Steve Madden store in New York.

CREDIT: COURTESY OF STEVE MADDEN

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Steven Madden Q3 2021 Broke Records, Thanks to Marketing and Handbags – Footwear News 2/27/22, 1:42 AM

Forget recovery. Steven Madden Ltd. posted earnings and revenue results that surpassed its pre-pandemic
performance.

The New York-based footwear company on Wednesday delivered its highest-ever quarterly sales and
earnings in the !rm’s history. For the third quarter, revenue increased 52.4% to $528.7 year-over-year and
increased 5% compared with 2019. Net income was $66.6 million, or $0.82 per diluted share, up 22% from
2019.

Shares of Steve Madden jumped Wednesday following the results and were as high as 9% by late afternoon.

Even amid global supply chain headwinds, Steve Madden managed to pull off a quarter of record
growth. According to analysts, its success will likely be even greater once delays and congestion are
cleared.

“When supply chain headwinds subside, [the company’s] industry-leading speed to market, combined with
Steve Madden’s chameleon-like ability to deliver trend-right product and develop a loyal following, will result
in pro!table revenue growth and further share gain,” wrote Williams Trading analyst Sam Poser in a note.

Here are three factors setting up Steve Madden for long-term growth:

Expanding outside of footwear

Steve Madden is focused on expanding its business beyond footwear into other high-growth categories
such as handbags and apparel.

In a call with investors, chairman and CEO Edward Rosenfeld said that the company’s handbag category is
set to increase about 20% for the full year compared with 2019, including more than 100% growth in DTC
channels. In apparel, the BB Dakota by Steve Madden brand is showing signs of strong sell-through for
dresses, shirt jackets and vegan leather products across key wholesale accounts.

“Our handbag growth is pretty explosive,” said Rosenfeld. “It’s outpacing what we’re seeing in shoes, and
we’re really excited about that momentum in handbags, particularly in direct-to-consumer channels.”

Strength in dress
As parties and social gatherings return, dress shoes are having a major comeback. According to Rosenfeld,
penetration in the dress shoe category is higher than 2019 levels. And even as other brands continue to
"ood the dress category, Steve Madden has continued to perform well.

“Opened-up dress, closed-up dress, various heel heights, it’s just been a fantastic category for us,”
Rosenfeld said, “and particularly in our direct-to-consumer channels, really a signi!cant driver.”

However, when it comes to work dress shoes, Rosenfeld said the business is still not where it was before the
pandemic.

Investments in marketing
Steve Madden is also making new investments in marketing to drive digital growth.

In October, the company launched “Maddenverse,” a brand campaign that features 3D avatars of female
artists and in"uencers such as Normani, Sydney Sweeney, Nessa Berat, Justine Skye and Jordan Alexander.
The campaign, which includes an augmented reality shoe try-on feature, is meant to connect with
consumers and drive digital DTC growth.

According to Rosenfeld, the consumer response has been strong in terms of social media engagement and
search interest, which has fueled sales.

“We’re excited about the new campaign and we feel really great about the response,” Rosenfeld said. “We
just felt like, given the brand heat that we have in Steve Madden and this really, really strong product
assortment and what we’re seeing in the brand overall, that now is the time to kind of throw gas on it
and really step up with some exciting marketing.”

How to Succeed as a Woman in Shoes With the Presiden… ×

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EXHIBIT 16
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 16a
Source: Wilhelmina International, Inc.

August 12, 2020 08:30 ET

Wilhelmina International, Inc. Reports Results for Second Quarter 2020

Second Quarter Financial Results

YOY Q2 20 Q2 19 YOY
(in thousands) Q2 20 Q2 19 Change YTD YTD Change
Total Revenues $ 4,528 $ 19,945 (77.3%) $ 19,080 $ 40,004 (52.3%)
Operating (Loss) Income (3,140) 620 * (4,779) 637 *
(Loss) Income Before Provision for Taxes (3,177) 602 * (4,778) 572 *
Net (Loss) Income (2,700) 451 * (5,360) 342 *
EBITDA** (2,856) 930 * (4,136) 1,222 *
Adjusted EBITDA** (2,838) 970 * (3,377) 1,341 *
Pre-Corporate EBITDA** (2,600) 1,221 * (2,830) 1,924 *
* Not Meaningful
**Non-GAAP measures referenced are detailed in the disclosures at the end of this release.

DALLAS, Aug. 12, 2020 (GLOBE NEWSWIRE) -- Wilhelmina International, Inc. (Nasdaq:WHLM) ("Wilhelmina" or
the "Company") today reported revenues of $4.5 million and net loss of $2.7 million for the three months ended
June 30, 2020, compared to revenues of $19.9 million and net income of $0.5 million for the three months ended
June 30, 2019. For the six months ended June 30, 2020, Wilhelmina reported revenues of $19.1 million and net
loss of $5.4 million compared to revenue of $40.0 million and net income of $0.3 million for the six months ended
June 30, 2019. During the three and six months of 2020, the novel coronavirus (COVID-19) pandemic had a
material impact on revenues. The decrease in revenues when compared to the same periods of the prior year
was primarily due to postponement and cancellation of bookings by many of Wilhelmina’s customers while non-
essential business activities were barred in the cities where the Company operates, as well as the closure of the
Wilhelmina Studios division in the fourth quarter of 2019. The increase in net losses in 2020 were primarily due to
the decrease in revenues net of model costs, partially offset by a decrease in operating expenses.

COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared the outbreak of novel coronavirus (COVID-19) as a
pandemic, which has spread rapidly throughout the United States and the world. The Company’s revenues are
heavily dependent on the level of economic activity in the United States and the United Kingdom, particularly in the
fashion, advertising and publishing industries, all of which have been negatively impacted by the pandemic and
may not recover as quickly as other sectors of the economy. There have been mandates from federal, state, and
local authorities requiring forced closures of non-essential businesses. As a result, beginning in March 2020, the
Company has seen a significant reduction in customer bookings, resulting in a negative impact to revenue and
earnings. In June 2020, bookings increased from the preceding two months, but remained significantly below pre-
pandemic levels.

In addition to reduced revenue, business operations have been adversely affected by reductions in productivity,
limitations on the ability of customers to make timely payments, disruptions in talents’ ability to travel to needed
locations, and supply chain disruptions impeding clothing or footwear wardrobe from reaching destinations for
photoshoots and other bookings. Many of the Company’s customers are large retail and fashion companies which
have had to close stores in the United States and internationally due to orders from local authorities to help slow
the spread of COVID-19. Some of these customers may be unable to pay amounts already owed to the Company,
resulting in increased future bad debt expense. These customers also may not emerge from the pandemic with
the financial capability, or need, to purchase Wilhelmina’s services to the extent that they did in previous years.
Some of our model talent have been quarantined with family far from the major cities where Wilhelmina’s offices
are located, and also away from where most modeling jobs take place. Many U.S. and international airlines have
decreased their flight schedules which, once economic activities resume and clients increase booking requests,
may make it difficult for our talent to be available when and where they are needed. While these disruptions are
currently expected to be temporary, there continues to be uncertainty around the duration.

Postponed and cancelled bookings related to the pandemic contributed significantly to reduced revenues and
increased operating losses during the first six months of 2020. Although some clients increased activity and
bookings toward the end of the second quarter of 2020, rising COVID-19 infection rates in two of Wilhelmina’s
biggest cities, Los Angeles and Miami, could lead to a slower economic recovery in those markets, and possible
additional business closings or local mandates that could slow the recovery in our operations there. Since
Wilhelmina extends customary payment terms to its clients, even when bookings resume there is likely to be a lag
before significant cash collections return. In the meantime, the Company has continued to have significant
employee, office rent, and other expenses.

Reduced outstanding accounts receivable available as collateral under the Company’s credit agreement with
Amegy Bank has limited access to additional financing. Net losses in recent periods have also impacted
compliance with the financial covenants under the Amegy Bank credit agreement, further impeding the Company’s
ability to obtain additional financing. Since the pandemic began, many stock markets, including Nasdaq Capital
Market where Wilhelmina’s common stock is listed, have been volatile. A further decline in the Company’s stock
price would reduce our market capitalization and could require additional goodwill or intangible asset impairment
writedowns.

The Company has taken the following actions to address the impact of COVID-19 and the current recessionary
environment, in order to efficiently manage the business and maintain adequate liquidity and maximum flexibility:

In April 2020, obtained approximately $2.0 million in loans under the Paycheck Protection Program (the
“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the
U.S. Small Business Administration (“SBA”).
Eliminated all discretionary travel and entertainment expenses.
Suspended share repurchases.
Did not renew the leases on two New York City model apartments when the terms ended in June 2020.
Suspended efforts to fill two highly compensated executive roles following the resignation of the Company’s
Chief Executive Officer and Vice President in early 2020.
Obtained from the landlord of the Company’s New York City office a deferral of $41 thousand in July 2020
rent until January 2021.
Negotiated discounts with various vendors and service providers, in effect through the remainder of 2020
Effective July 1, 2020, implemented layoffs of approximately 36% of its staff, including employees at each of
the Company’s five offices, and effected temporary salary reductions for remaining staff. The salary
reductions are expected to return to full salaries when business conditions improve.

If the current quarantines and limitations on non-essential work persist for an extended period, the Company may
need to implement more significant cost savings measures.

Financial Results

Net loss for the three months ended June 30, 2020 was $2.7 million, or $0.52 per fully diluted share, compared to
net income of $0.5 million, or $0.09 per fully diluted share, for the three months ended June 30, 2019. Net loss for
the six months ended June 30, 2020 was $5.4 million, or $1.04 per fully diluted share, compared to net income of
$0.3 million, or $0.07 per fully diluted share, for the six months ended June 30, 2019.

Pre-Corporate EBITDA loss was $2.6 million and $2.8 million for the three and six months ended June 30, 2020,
compared to Pre-Corporate EBITDA income of $1.2 million and $1.9 million for the three and six months ended
June 30, 2019.
The following table reconciles reported net income under generally accepted accounting principles to EBITDA,
Adjusted EBITDA and Pre-Corporate EBITDA for the three and six months ended June 30, 2020 and 2019.

(in thousands)
Three months ended Six months ended
June 30, June 30,
2020 2019 2020 2019
Net (loss) income $ (2,700) $ 451 $ (5,360) 342
Interest expense 23 30 50 62
Income tax (benefit) expense (477) 151 582 230
Amortization and depreciation 298 298 592 588
EBITDA** $ (2,856) $ 930 $ (4,136) $ 1,222
Foreign exchange loss (gain) 14 (12) (51) 3
Non-recurring items – goodwill impairment - - 800 -
Share-based payment expense 4 52 10 116
Adjusted EBITDA** $ (2,838) $ 970 $ (3,377) $ 1,341
Corporate overhead 238 251 547 583
Pre-Corporate EBITDA** $ (2,600) $ 1,221 $ (2,830) $ 1,924

**Non-GAAP measures referenced are detailed in the disclosures at the end of this release.

Changes in net income, EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA for the three and six months
ended June 30, 2020, when compared to the three and six months ended June 30, 2019, were primarily the result
of the following:

Revenues net of model costs for the three and six months ended June 30, 2020 decreased by 80.5% and
55.4% primarily due to postponed and cancelled bookings resulting from COVID-19, as well as the closure
of the Wilhelmina Studios division in the fourth quarter of 2019;

Salaries and service costs for the three and six months ended June 30, 2020 decreased by 22.3% and
19.0% primarily due to the closure of the Wilhelmina Studios division during the fourth quarter of 2019, open
positions for two executives that resigned in January 2020, and a reduction in share based payment
expense;

Office and general expenses for the three and six months ended June 30, 2020 decreased by 8.1% and
11.4%, primarily due to reduced legal fees, rent expense, utilities, postage, and other office expenses,
partially offset by an increase in bad debt expense; and

Corporate overhead expenses for the three and six months ended June 30, 2020 decreased by 5.2% and
6.2%, primarily due to lower corporate travel costs.

WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

(Unaudited)
December
June 30, 31,
2020 2019
ASSETS
Current assets:
Cash and cash equivalents $ 5,601 $ 6,993
Accounts receivable, net of allowance for doubtful accounts of $1,733 and
$1,423, respectively 4,899 9,441
Prepaid expenses and other current assets 212 243
Total current assets 10,712 16,677

Property and equipment, net of accumulated depreciation of $4,843 and

$4,300, respectively 1,470 1,925
Right of use assets-operating 746 1,261
Right of use assets-finance 267 316
Trademarks and trade names with indefinite lives 8,467 8,467
Other intangibles with finite lives, net of accumulated amortization
of $8,737 and $8,737, respectively - -
Goodwill 7,547 8,347
Other assets 96 115

TOTAL ASSETS $ 29,305 $ 37,108

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities $ 3,021 $ 3,815
Due to models 4,503 7,495
Lease liabilities – operating, current 796 1,055
Lease liabilities – finance, current 96 94
Term loan – current 1,852 1,257
Total current liabilities 10,268 13,716

Long term liabilities:

Net deferred income tax liability 1,323 725
Lease liabilities – operating, non-current 26 328
Lease liabilities – finance, non-current 176 225
Term loan – non-current 1,749 743
Total long term liabilities 3,274 2,021

Total liabilities 13,542 15,737

Shareholders’ equity:
Common stock, $0.01 par value, 9,000,000 shares authorized; 6,472,038
shares
issued at June 30, 2020 and December 31, 2019 65 65
Treasury stock, 1,314,694 and 1,309,861 shares at June 30, 2020 and
December 31, 2019, at cost (6,371) (6,352)
Additional paid-in capital 88,481 88,471
Accumulated deficit (66,175) (60,815)
Accumulated other comprehensive loss (237) 2
Total shareholders’ equity 15,763 21,371

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 29,305 $ 37,108

WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 2020 and 2019
(In thousands, except per share data)
(Unaudited)

Three Months Ended Six Months Ended

June 30, June 30,
 2020 2019 2020 2019
Revenues:
Service revenues $ 4,523 $ 19,940 $ 19,070 $ 39,975
License fees and other income 5 5 10 29
Total revenues 4,528 19,945 19,080 40,004

Model costs 3,397 14,156 14,003 28,632

Revenues, net of model costs 1,131 5,789 5,077 11,372

Operating expenses:
Salaries and service costs 2,788 3,589 5,915 7,305
Office and general expenses 947 1,031 2,002 2,259
Amortization and depreciation 298 298 592 588
Goodwill impairment - - 800 -
Corporate overhead 238 251 547 583
Total operating expenses 4,271 5,169 9,856 10,735
Operating (loss) income (3,140) 620 (4,779) 637

Other expense (income):

Foreign exchange loss (gain) 14 12 (51) (3)
Interest expense 23 (30) 50 (62)
Total other expense (income), net 37 (18) (1) (65)

(Loss) income before provision for income taxes (3,177) 602 (4,778) 572

Provision for income taxes: benefit (expense)

Current 75 (89) 16 (152)
Deferred 402 (62) (598) (78)
Income tax benefit (expense) 477 (151) (582) (230)

Net (loss) income $ (2,700) $ 451 $ (5,360) $ 342

Other comprehensive expense:

Foreign currency translation expense (5) (59) (239) (31)
Total comprehensive (loss) income (2,705) 392 (5,599) 311

Basic net (loss) income per common share $ (0.52) $ 0.09 $ (1.04) $ 0.07
Diluted net (loss) income per common share $ (0.52) $ 0.09 $ (1.04) $ 0.07

Weighted average common shares outstanding-basic 5,157 5,187 5,159 5,196

Weighted average common shares outstanding-diluted 5,157 5,187 5,159 5,196

WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the Three and Six Months Ended June 30, 2020 and 2019
(In thousands)

Accumulated
Additional Other
Common Stock Treasury Stock Paid-in Accumulated Comprehensive
Shares Amount Shares Amount Capital Deficit Loss Total
Balances at 6,472 $ 65 (1,264) $ (6,093) $ 88,255 $ (56,029) $ (93) $ 26,105
December
31, 2018
Share
based
payment
expense - - - - 64 - - 64
Net income
to common
shareholders - - - - - (109) - (109)
Purchases
of treasury
stock - - (4) (24) - - - (24)
Foreign 28
currency
translation - - - - - - 28
Balances at $ (65)
March 31,
2019 6,472 $ 65 (1,268) $ (6,117) $ 88,319 $ (56,138) $ 26,064
Share
based
payment
expense - - - - 52 - - 52
Net income
to common
shareholders - - - - - 451 - 451
Purchases
of treasury
stock - - (25) (149) - - - (149)
Foreign (59)
currency
translation - - - - - - (59)
Balances at $ (124)
June 30,
2019 6,472 $ 65 (1,293) $ (6,266) $ 88,371 $ (55,687) $ 26,359

Accumulated
Additional Other
Common Stock Treasury Stock Paid-in Accumulated Comprehensive
Shares Amount Shares Amount Capital Deficit Loss Total
Balances at $ 2
December
31, 2019 6,472 $ 65 (1,310) $ (6,352) $ 88,471 $ (60,815) $ 21,371
Share
based
payment
expense - - - - 6 - - 6
Net loss to
common
shareholders - - - - - (2,660) - (2,660)
Purchases
of treasury
stock - - (5) (19) - - - (19)
Foreign - - - - - - (234) (234)
currency
translation
Balances at $ (232)
March 31,
2020 6,472 $ 65 (1,315) $ (6,371) $ 88,477 $ (63,475) $ 18,464
Share
based
payment
expense - - - - 4 - - 4
Net loss to
common
shareholders - - - - - (2,700) - (2,700)
Purchases
of treasury
stock - - - - - - - -
Foreign (5)
currency
translation - - - - - - (5)
Balances at $ (237)
June 30,
2020 6,472 $ 65 (1,315) $ (6,371) $ 88,481 $ (66,175) $ 15,763

The accompanying notes are an integral part of these consolidated financial statements.

WILHELMINA INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW
For the Six Months Ended June 30, 2020 and 2019
(In thousands)
(Unaudited)

Six Months Ended

June 30,
2020 2019
Cash flows from operating activities:
Net (loss) income: $ (5,360) $ 342
Adjustments to reconcile net (loss) income to net cash used in operating
activities:
Amortization and depreciation 592 588
Goodwill impairment 800 -
Share based payment expense 10 116
Deferred income taxes 598 78
Bad debt expense 93 24
Changes in operating assets and liabilities:
Accounts receivable 4,449 (961)
Prepaid expenses and other current assets 31 (109)
Right of use assets-operating 515 537
Other assets 19 -
Due to models (2,992) 404
Lease liabilities-operating (561) (579)
Accounts payable and accrued liabilities (794) (445)
Net cash used in operating activities (2,600) (5)

Cash flows used in investing activities:

Purchases of property and equipment (88) (207)
Net cash used in investing activities (88) (207)
Cash flows used in financing activities:
Purchases of treasury stock (19) (173)
Proceeds of term loan 1,975 -
Payments on finance leases (47) (57)
Repayment of term loan (374) (272)
Net cash provided by (used in) financing activities 1,535 (502)

Foreign currency effect on cash flows: (239) (31)

Net change in cash and cash equivalents: (1,392) (745)

Cash and cash equivalents, beginning of period 6,993 6,748
Cash and cash equivalents, end of period $ 5,601 $ 6,003

Supplemental disclosures of cash flow information:

Cash paid for interest $ 45 $ 60
Cash paid for income taxes $ - $ 5

Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA represent measures of financial performance that are not
calculated and presented in accordance with U.S. generally accepted accounting principles (“non-GAAP financial
measures”). The Company considers EBITDA, Adjusted EBITDA and Pre-Corporate EBITDA to be important
measures of performance because they:

are key operating metrics of the Company's business;

are used by management in its planning and budgeting processes and to monitor and evaluate its financial
and operating results; and
provide stockholders and potential investors with a means to evaluate the Company's financial and
operating results against other companies within the Company's industry.

The Company's calculation of non-GAAP financial measures may not be consistent with similar calculations by
other companies in the Company's industry. The Company calculates EBITDA as net income plus interest
expense, income tax expense, and depreciation and amortization expense. The Company calculates “Adjusted
EBITDA” as EBITDA plus foreign exchange gain/loss plus share-based payment expense and certain significant
non-recurring items that the Company may include from time to time. The Company calculates “Pre-Corporate
EBITDA” as Adjusted EBITDA plus corporate overhead expense, which includes director compensation,
securities laws compliance costs, audit and professional fees, and other public company costs.

Non-GAAP financial measures should not be considered as alternatives to net and operating income as an
indicator of the Company's operating performance or cash flows from operating activities as a measure of liquidity
or any other measure of performance derived in accordance with generally accepted accounting principles.

Form 10-Q Filing

Additional information concerning the Company's results of operations and financial position is included in the
Company's Form 10-Q for the second quarter ended June 30, 2020 filed with the Securities and Exchange
Commission on August 12, 2020.

Forward-Looking Statements

This press release contains certain “forward-looking” statements as such term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements relating to the Company are based on the beliefs of
the Company’s management as well as information currently available to the Company’s management. When used
in this report, the words “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar
import, as they relate to the Company or Company management, are intended to identify forward-looking
statements. Such forward-looking statements include, in particular, projections about the Company’s future results,
statements about its plans, strategies, business prospects, changes and trends in its business and the markets in
which it operates. Additionally, statements concerning future matters such as gross billing levels, revenue levels,
expense levels, and other statements regarding matters that are not historical are forward-looking statements.
Management cautions that these forward-looking statements relate to future events or the Company’s future financial
performance and are subject to business, economic, and other risks and uncertainties, both known and unknown,
that may cause actual results, levels of activity, performance, or achievements of its business or its industry to be
materially different from those expressed or implied by any forward-looking statements. Should any one or more of
these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may
vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company
does not undertake any obligation to publicly update these forward-looking statements. As a result, no person should
place undue reliance on these forward-looking statements.

About Wilhelmina International, Inc. (www.wilhelmina.com):

Wilhelmina, together with its subsidiaries, is an international full-service fashion model and talent management
service, specializing in the representation and management of leading models, celebrities, artists, photographers,
athletes, and content creators. Established in 1967 by fashion model Wilhelmina Cooper, Wilhelmina is one of the
oldest and largest fashion model management companies in the world. Wilhelmina is publicly traded on Nasdaq
under the symbol WHLM. Wilhelmina is headquartered in New York and, since its founding, has grown to include
operations in Los Angeles, Miami, London and Chicago. Wilhelmina also owns Aperture, a talent and commercial
agency located in New York and Los Angeles. For more information, please visit www.wilhelmina.com and follow
@WilhelminaModels.

CONTACT:Investor Relations
Wilhelmina International, Inc.
214-661-7488
[email protected]
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Rock” Johnson, Rihanna, Matt Damon and
Christian Bale will slash about 300 jobs, or 20
percent of its workforce, the company said late
Thursday.

The job cuts, which will begin on Monday, follow a

previous announcement that parent company On Canada’s
Endeavor has furloughed or cut the pay of 2,500 Largest and
employees who make up one-third of its 7,500- Most
person workforce. Reliable 5G
Network.
At the time, The Post exclusively reported that rogers.com/network

those measures would save Endeavor about $100

million, but now, adding in the WME job cuts, a
well-placed source put the savings at $150 million.
A source said some higher-up agency employees
would be getting “softer exits with jobs at smaller
non-agency firms” or management companies. Get Samsung
Galaxy S22
A source close to WME said the majority of the Ultra on
layoffs were not from the agent ranks, but instead, Canada’s
executives in departments such as business Largest &
affairs, legal and finance, as well as support staff.
Most Reliable
5G Network.
rogers.com/network

A rep from the company declined to comment on

the cost savings and the specifics of the layoffs.
Buy Now

“WME is reducing its workforce by approximately

20 percent as a result of COVID-19’s impact on
our business,” the company said in a statement.
“We appreciate the contributions of our former
colleagues, and out of respect for their privacy, we
will not be commenting on the status of specific
employees. While we are making these difficult
decisions now to safeguard our business, we

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Ari Emanuel’s Hollywood talent agency WME to cut 300 jobs 2/28/22, 9:47 AM

believe in the resilience of our team and our

industry.”

The news comes as Endeavor is trying to raise

$250 million by June in order to fund daily
operational duties like paying rent and payroll, The
Post learned last month. Endeavor, which owns
half of Ultimate Fighting Championship in addition
to controlling the William Morris talent agency and
the Miss Universe pageant, is also mulling selling
some of its lucrative stake in Epic Games, the
maker of blockbuster video game “Fortnite.” That
sale could bring Endeavor as much as $80 million,
a source said.

The mad
scramble for
SEE ALSO
cash comes as
Endeavor’s
business,
which is rooted
in live events
and
production,
has been UFC owner Endeavor
looking to raise $250
heavily million amid coronavirus
impacted by
the
coronavirus
lockdown.

On April 14, S&P Global Ratings slashed its rating

of Endeavor, which has $4.6 billion in debt, to the
middle of the junk bond range and called into
question the firm’s future viability.

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Ari Emanuel’s Hollywood talent agency WME to cut 300 jobs 2/28/22, 9:47 AM

“Endeavor … and subsidiary UFC Holdings LLC

have meaningful exposure to entertainment,
content production, and live events, many of
which have been canceled, postponed, or
temporarily suspended due to restrictions on
group gatherings,” the report said. “These
restrictions will likely cause Endeavor’s revenue to
fall significantly in the near term.”

The tough time follows a difficult year for

Endeavor, which tried and failed to go public.
Leading up to the initial public offering last fall,
Emanuel had hoped he could raise as much as
$600 million, to be used in part to pay down debt.
But Emanuel and his partner Patrick Whitesell
pulled Endeavor’s IPO in September due to
slumping demand.

FILED UNDER ARI EMANUEL, LAYOFFS,

PATRICK WHITESELL,
WILLIAM MORRIS ENDEAVOR ENTERTAINMENT,
WME, WME-IMG, 5/8/20

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Coronavirus
unemployment: UTA
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agencies manage fallout
SUBSCRIBERS ARE READING

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Here’s what you need to know
UTA CEO Jeremy Zimmer.
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West prepares to fast-track weapons to Ukraine;

Zelensky agrees to negotiate with Russia
United Talent Agency

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UTA furloughs workers as talent agencies manage fallout - Los Angeles Times 2/28/22, 9:45 AM

L.A. must add more than 250,000 homes to

on Monday said it will
zoning plan by October, state rules
furlough a “significant
number” of its 1,200 Putin’s fears of a unified, stronger Europe are
employees, in the fast becoming a self-fulfilling prophecy

latest sign of
ADVERTISEMENT
economic duress in
Save 5%
Hollywood caused by
the coronavirus
outbreak.

The Beverly Hills-

based company
declined to say how Pain-Relief From The Comfort Of
Home
exactly many people
were affected by the
furloughs but said
those impacted will
largely be assistants.
The furloughs will
begin on May 15.

The cost reductions

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announced in March.

“We had hoped the

COMPANY TOWN
salary reductions we
all took would be
sufficient, but at this
point we must take
this additional step to
ensure the ongoing

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UTA furloughs workers as talent agencies manage fallout - Los Angeles Times 2/28/22, 9:45 AM

financial stability of
UTA,” wrote UTA’s
CEO Jeremy Zimmer
in a note to employees
on Monday. Zimmer
in March said he
would give his salary
up for the rest of the Ukrainian filmmaker hopes burgeoning local
industry perseveres
year, as did co-
presidents Jay Sures
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Zimmer said in his

note that the
company will pay the
health benefits of
furloughed workers,
including covering
their premiums.

ADVERTISEMENT

“Our hope is that we

will be back to a new

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UTA furloughs workers as talent agencies manage fallout - Los Angeles Times 2/28/22, 9:45 AM

normal soon, and that

it will include
opportunities for all
of you to return,”
Zimmer said.

UTA, along with

many Hollywood
talent agencies and
entertainment
businesses, have been
hurt by COVID-19.
Concerns about the
disease have shelved
many productions
and live events,
causing companies to
lay off, furlough or
reduce the pay of
workers.

Agencies have been

hard hit. Century
City-based Creative
Artists Agency has
implemented salary
cuts, while Beverly
Hills-based
entertainment
ADVERTISEMENT
business Endeavor
announced one-third
of its staff will have
their positions

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UTA furloughs workers as talent agencies manage fallout - Los Angeles Times 2/28/22, 9:45 AM

eliminated, be
furloughed or see
their hours reduced.

P
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I
D Apply now, because the future of the
C
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T The Trade Desk Apply
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“
Y
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at
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https://www.latimes.com/entertainment-arts/business/story/2020-05-04/amid-covid-19-pandemic-uta-furloughs-employees Page 5 of 13
UTA furloughs workers as talent agencies manage fallout - Los Angeles Times 2/28/22, 9:45 AM

m
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https://www.latimes.com/entertainment-arts/business/story/2020-05-04/amid-covid-19-pandemic-uta-furloughs-employees Page 6 of 13
UTA furloughs workers as talent agencies manage fallout - Los Angeles Times 2/28/22, 9:45 AM

COMPANY TOWN

After a rough
2019,
Hollywood’s
talent
agencies
brace for
more
uncertainty
Jan. 16, 2020

Talent agencies were

already adapting to
changes in the
entertainment
industry before the
pandemic. The
popularity of
streaming and the
expected decline of
TV packaging,
combined with a
drawn out battle with
the Writers Guild of
America, has put
pressure on the
agencies.

Large agencies UTA,

Creative Artists
Agency, William
Morris Endeavor and
ICM Partners remain

https://www.latimes.com/entertainment-arts/business/story/2020-05-04/amid-covid-19-pandemic-uta-furloughs-employees Page 7 of 13
UTA furloughs workers as talent agencies manage fallout - Los Angeles Times 2/28/22, 9:45 AM

in a dispute with the

WGA and have yet to
reach an agreement
with the union over
long-standing
practices. UTA, CAA
and WME are also
engaged in a legal
battle with WGA.

COMPANY TOWN

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UTA furloughs workers as talent agencies manage fallout - Los Angeles Times 2/28/22, 9:45 AM

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UTA furloughs workers as talent agencies manage fallout - Los Angeles Times 2/28/22, 9:45 AM

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EXHIBIT 16b
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by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

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EXHIBIT 18
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 18a