UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: December 21, 2017 Real Industry, Inc. Delaware (State or other Jurisdiction of (Commission File Number) (IRS Employer Identification No.) Incorporation) 3700 Park East Drive, Suite 300 Beachwood, OH (Address of principal executive offices) (Zip Code) (Former name or former address if changed since last report.) Registrant s telephone number, including area code: (805) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item 1.01 Entry into Material Definitive Agreement. The information set forth below in Item 1.03 of this Current Report on Form 8-K regarding the Commitment Letter (as defined below) is incorporated herein by reference. Item 1.03 Bankruptcy or Receivership. As previously disclosed, on November 17, 2017, Real Industry, Inc. (the Company ), Real Alloy Intermediate Holding, LLC ( RAIH ), Real Alloy Holding, Inc. ( Real Alloy ) and certain of Real Alloy s wholly-owned U.S. subsidiaries (collectively with RAIH and the Company, the Debtors ) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) seeking relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code ). The Chapter 11 cases are being jointly administered under the caption In re Real Industry, Inc., et al., Case No , in the Bankruptcy Court (the Chapter 11 Proceedings ). The Debtors continue to operate their business and manage their properties as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions and orders of the Bankruptcy Code. RELYDIPFacility On December 21, 2017, in connection with the Chapter 11 Proceedings, the Company entered into a commitment letter (the Commitment Letter ) with Goldman Sachs & Co., LLC ( Goldman Sachs ), pursuant to which Goldman Sachs or one or more of its affiliates (collectively, the Lender ) has agreed to provide up to an aggregate $4 million in senior secured superpriority debtor-in-possession financing (the RELY DIP Facility ) to the Company on the terms set forth in the Commitment Letter and the definitive documentation to be negotiated, executed and delivered by the Company and Lender related to the Commitment Letter, including note purchase, security, collateral and guarantee agreements (collectively, the RELY DIP Documents ). On December 27, 2017, the Debtors filed a motion seeking approval of the Bankruptcy Court of the RELY DIP Facility on the terms set forth in the Commitment Letter and the RELY DIP Documents (to be filed with the Bankruptcy Court prior to the hearing on such motion), as well as approval to execute the RELY DIP Documents, and perform under the terms of the Commitment Letter and RELY DIP Documents. The Company anticipates the hearing of the Bankruptcy Court on such motion will be held on or about January 17, Lender s obligation to provide the RELY DIP Facility is subject to various conditions customary for debtor-in-possession financing of this type, including (i) entry of an order by the Bankruptcy Court, in form satisfactory to the Lender, approving the Company s execution and performance of the Commitment Letter and the RELY DIP Documents (such order, the DIP Order ), (ii) execution of the RELY DIP Documents, (iii) no Material Adverse Change (as defined in the Commitment Letter) between the date of the Commitment Letter and the DIP Closing Date (defined below), (iv) satisfaction of various conditions precedent described in the Commitment Letter, including the Company s and Lender s execution and delivery of the RELY DIP Documents substantially consistent with the Commitment Letter and acceptable to the parties, (v) payment to Lender s counsel of the first $50,000 installment of fees and expenses of Lender in connection with this Commitment Letter and the transactions contemplated thereby, (vi) Lender s completion of its financial, legal, accounting and tax diligence with the respect to the Company and the RELY DIP Facility by January 17, 2018, (vii) Lender s receipt of its internal approvals by January 17, 2018, and (viii) the Company s delivery to Lender of a budget acceptable to Lender. If such conditions are met, the closing date for the RELY DIP Facility (the DIP Closing Date ) is scheduled to occur within three business days of the entry of the DIP Order. Lender s obligation to provide the RELY DIP Facility and otherwise perform under the Commitment Letter will terminate on the earliest to occur of (x) January 22, 2018 at 11:59 pm New York City time, if the DIP Closing Date has not occurred by such date, (y) the Company s entry into an agreement or request for approval of the Bankruptcy Court for any debtor-in-possession financing or equity investment except as contemplated by the Commitment Letter, or (z) the Company s material breach of the Commitment Letter. Lender will make available the funds under the RELY DIP Facility in accordance with the initial budget agreed upon between the Company and Lender, to be updated on a monthly basis, or more frequently at Lender s request (the Budget ). The Company s variance from the Budget cannot exceed 10% for various operating categories, ordinary course professionals and the Company s discontinued operations, tested on a rolling four-week basis beginning one week following the DIP Order and each week thereafter, with certain exceptions as set forth in the Commitment Letter (including cash receipts, fees of Lender and its professionals, and certain insurance premiums). The RELY DIP Facility will mature, and the Company must pay and otherwise fulfill its obligations thereunder, on the date

3 that is the earliest to occur (such earliest date, the Maturity Date ) of (a) November 17, 2018 (one year following the date of filing of the Debtors bankruptcy petition; the Stated Maturity Date ); (b) the effective date of a Chapter 11 plan of reorganization for the Company that is confirmed by the Bankruptcy Court; or (c) the acceleration of the RELY DIP Financing and related termination of the commitments thereunder, including as a result of an Event of Default (as defined in the Commitment Letter) or default under the DIP Order. Interest on the amounts borrowed under the RELY DIP Facility will accrue and be payable monthly at a rate of 12% per annum; an additional 2.00% per annum will apply during the continuance of an Event of Default, payable monthly. The Company may, at its option, elect to repay amounts borrowed under the RELY DIP Facility by providing advance notice to Lender and by paying the redemption price of 100% of the principal amount of the borrowing under the RELY DIP Facility to be repaid, plus accrued and unpaid interest to the date of redemption, plus an amount (the Make-Whole Amount ) that is the greater of (1) 2.0% of the repayment amount and (2) the amount equal to the difference between (x) the aggregate amount of interest that would have been paid in respect of the repayment amount between the repayment date and the Maturity Date and (y) the aggregate amount of interest Lender would earn if it reinvested the repayment amount for the same time period at the Treasury Rate (to be defined in the RELY DIP Documents) plus 50 basis points. In certain limited circumstances as agreed by the parties, the Make-Whole Amount shall only be 2.0% of the repayment amount. Upon the occurrence of certain mandatory repayment events, including the issuance of debt or equity securities other than in connection with the Commitment Letter or an asset sale, catastrophic event or extraordinary receipt, with exceptions to be agreed by the parties, the Company shall pay the net proceeds of such event in the same manner as it may make an optional repayment, including accrued and unpaid interest and the Make-Whole Amount, as applicable. Once the Company has repaid or prepaid any amounts under the RELY DIP Facility, such amounts may not be reborrowed. The obligations of the Company under the Commitment Letter and RELY DIP Documents will have priority over all other allowed Chapter 11 or Chapter 7 administrative expenses under the Bankruptcy Code, subject to a carveout as specified in the DIP Order, and shall be secured by liens on and security interests in assets and property of the Company. The proceeds of the RELY DIP Facility will be used by the Company, as permitted by the DIP Order, the Budget, and the RELY DIP Documents, for general working capital, operational expenses and restructuring expenses. Neither proceeds nor amounts for administrative claims carved out for priority status over the RELY DIP Financing or other amounts may be used for the Company to assert claims against Lender. In addition, the Company s obligations under the RELY DIP Facility are being guaranteed by certain of the Company s direct subsidiaries that are not Chapter 11 debtors. Lender will provide the entirety of the RELY DIP Facility, without co-lender, agent, or co-agent, nor will Lender syndicate the financing. Pursuant to the Commitment Letter, the Company has terminated all discussions with other potential financing providers and has agreed that prior to entry of an order approving the RELY DIP Financing it shall not directly or indirectly engage or solicit alternative financing proposals, commitments or other agreements to provide debt or equity financing in lieu of, inconsistent with, or reasonably expected to interfere with the RELY DIP Facility if Lender is ready, willing and able to perform substantially on the terms and conditions in the Commitment Letter. In consideration of Lender s provision of the RELY DIP Facility and the Equity Commitment (defined below), on the DIP Closing Date, the Company will pay a fee of $300,000 and issue shares of the Company s common stock to Lender equal to 4.9% of the Company s outstanding common stock in a private placement. The Company will provide customary registration rights for such shares. The Company will also pay all reasonable and documented out-of-pocket fees and expenses of Lender in connection with the matters contemplated by the Commitment Letter, including legal, accounting or other professional fees, in connection with the Commitment Letter, transactions contemplated thereby, and the preparation of the RELY DIP Documents. EquityCommitment In addition to the RELY DIP Financing, under the Commitment Letter, Lender has committed to purchase shares of common stock on the effective date of the Plan of Reorganization for up to $10 million, such that following such purchase, Lender will own 45 49% (to be determined by the parties based on applicable tax limitations) of the common stock of the reorganized Company, inclusive of the number of shares issued to Lender on the DIP Closing Date (the Equity Commitment ). Lender s obligation to provide the Equity Commitment will be subject to the satisfaction of conditions to be set forth in the RELY DIP Documents. which will include, among other conditions customary for this type of investment, (i) the entry of an order in form acceptable to the Lender (such order, the Confirmation Order ) by the Bankruptcy Court confirming the Plan of Reorganization (as defined below) and documents related thereto; (ii) adoption of new governance documents and related

4 documentation satisfactory to Lender, including articles of incorporation and bylaws, shareholders agreement, registration rights agreement, and related documents and policies, which will include, among other items, (a) a requirement of up to 55% shareholder approval for certain transactions (including incurrence of, guarantee of obligations of, or liens for material indebtedness, issuance of common or preferred stock, or making prohibited restricted payments), (b) a structure of the board of directors of the reorganized Company reflective of Lender s stock ownership (including at least one independent director appointed by Lender) and satisfactory to Lender, (c) independent board member approval for certain transactions, (d) requirement of written approval by the board of directors (which approval shall not be provided without Lender s prior written consent) for any transfer of stock by or to any shareholder who owns or would own 4.75% of the outstanding common stock, and (e) a right of first refusal for Lender with respect to any financing for the Company s acquisition activities for the twoyear period following the effective date of the Plan of Reorganization; (iii) satisfaction of certain tax-related conditions, including no material impairment of the availability of any tax attributes; (iv) the non-occurrence of any event of default under the RELY DIP Facility and the repayment in cash in full of all amounts borrowed thereunder; and (v) the retention, disposition or abandonment of the Company s subsidiaries in a manner satisfactory to Lender. In the event that the Company does not proceed with the Equity Commitment with Lender, the Company shall be obligated to pay a break-up fee of $450,000. The Commitment Letter includes covenants requiring achievement of certain milestones related to the RELY DIP Facility and Equity Commitment ( DIP Milestones ), in each case to be satisfied satisfactorily to Lender, including: (i) the parties execution of the RELY DIP Documents on or before January 15, 2018; (ii) the Company s filing, in each case in form acceptable to Lender, of the plan of reorganization (such plan, the Plan of Reorganization ) and related disclosure statement (such disclosure statement, the Disclosure Statement ) with the Bankruptcy Court on or before January 31, 2018; (iii) entry of an order by the Bankruptcy Court approving the Disclosure Statement on or before March 7, 2018 (subject to court availability); (iv) the parties execution of definitive documents related to the Equity Commitment no later than five days prior to the hearing of the Bankruptcy Court to consider confirmation of the Plan of Reorganization; (v) entry of the Confirmation Order on or before April 13, 2018; and (vi) the Company s satisfaction of all conditions to consummate the Plan of Reorganization no later than ten days after the entry of the Confirmation Order. The RELY DIP Documents will contain representations and warranties, conditions precedent, negative covenants, affirmative covenants, events of default, indemnification and release provisions, and other terms consistent with the Commitment Letter and customary for a financing of this type. The foregoing description of the Commitment Letter and the RELY DIP Facility does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter filed as Exhibit 10.1 hereto and incorporated herein by reference. CautionaryNoteRegardingtheCompany scommonstock The Company cautions that trading in its securities during the pendency of the Chapter 11 Proceedings is highly speculative and poses substantial risks. Trading prices for the Company s securities may bear little or no relationship to the actual recovery, if any, by holders of such securities in the Chapter 11 Proceedings. AdditionalInformationontheChapter11Proceedings Court filings and other information related to the court-supervised proceedings are available at a website administered by the Company s claims agent, Prime Clerk, at Additional information on Real Industry can be found at its website CautionaryNoteRegardingForward-LookingStatements This Current Report on Form 8-K contains forward-looking statements, which are based on our current expectations, estimates, and projections about the businesses and prospects of the Company, Real Alloy and their subsidiaries ( we or us ), as well as management s beliefs, and certain assumptions made by management. Words such as anticipates, expects, intends, plans, believes, seeks, estimates, may, should, will and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements discuss, among other matters: our financial and operational results, as well as our expectations for future financial trends and performance of our business in future periods; our strategy; risks and uncertainties associated with Chapter 11 proceedings; the negative impacts on our businesses as a result of filing for and operating under Chapter 11 protection; the time, terms and ability to confirm a Chapter 11 plan of reorganization for our businesses; the adequacy of the

5 capital resources of our businesses and the difficulty in forecasting the liquidity requirements of the operations of our businesses; the unpredictability of our financial results while in Chapter 11 proceedings; our ability to discharge claims in Chapter 11 proceedings; negotiations with the holders of Real Alloy s Senior Secured Notes, its asset-based facility lender, and its trade creditors; risks and uncertainties with performing under the terms of the Debtors debtor-in-possession ( DIP ) financing arrangements and any other arrangement with lenders or creditors while in Chapter 11 proceedings; the Debtors ability to operate our businesses within the terms of our respective DIP financing arrangements; the forecasted uses of funds in the Debtors DIP budgets; the impact of Real Alloy s Chief Restructuring Officer on its restructuring efforts and negotiations with creditors and other stakeholders in the Chapter 11 proceedings; our ability to retain employees, suppliers and customers as a result of Chapter 11 proceedings; Real Alloy s ability to conduct business as usual in the United States and worldwide; Real Alloy s ability to continue to serve customers, suppliers and other business partners at the high level of service and performance they have come to expect from Real Alloy; our ability to continue to pay suppliers and vendors; our ability to fund ongoing business operations through the applicable DIP financing arrangements; the use of the funds anticipated to be received in the DIP financing arrangements; the ability to control costs during Chapter 11 proceedings; the risk that our Chapter 11 proceedings may be converted to cases under Chapter 7 of the Bankruptcy Code; the ability of the Company to preserve and utilize the NOLs following Chapter 11 proceedings; the Company s ability to secure operating capital; the Company s ability to take advantage of opportunities to acquire assets with upside potential; the Company s ability to execute on its strategic plan to evaluate and close potential M&A opportunities; our long-term outlook; our preparation for future market conditions; and any statements or assumptions underlying any of the foregoing. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such differences include, but are not limited to, the decisions of the bankruptcy court; negotiations with Real Alloy s debtholders, our creditors and any committee approved by the bankruptcy court; negotiations with lenders on the definitive DIP financing documents; the Company s ability to meet the closing conditions of its DIP financing; the Debtors ability to meet the requirements, and compliance with the terms, including restrictive covenants, of their respective DIP financing arrangements and any other financial arrangement while in Chapter 11 proceedings; changes in our operational or cash needs from the assumptions underlying our DIP budgets and forecasts; changes in our cash needs as compared to our historical operations or our planned reductions in operating expense; adverse litigation; changes in domestic and international demand for recycled aluminum; the cyclical nature and general health of the aluminum industry and related industries; commodity and scrap price fluctuations and our ability to enter into effective commodity derivatives or arrangements to effectively manage our exposure to such commodity price fluctuations; inventory risks, commodity price risks, and energy risks associated with Real Alloy s buy/sell business model; the impact of tariffs and trade regulations on our operations; the impact of the recently approved U.S. tax legislation and any other changes in U.S. or non-u.s. tax laws on our operations or the value of our NOLs; our ability to successfully identify, acquire and integrate additional companies and businesses that perform and meet expectations after completion of such acquisitions; our ability to achieve future profitability; our ability to control operating costs and other expenses; that general economic conditions may be worse than expected; that competition may increase significantly; changes in laws or government regulations or policies affecting our current business operations and/or our legacy businesses, as well as those risks and uncertainties disclosed under the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations in Real Industry, Inc. s Forms 10-Q filed with the Securities and Exchange Commission ( SEC ) on May 10, 2017, August 8, 2017 and November 9, 2017 and Form 10-K filed with the SEC on March 13, 2017, and similar disclosures in subsequent reports filed with the SEC. Item 9.01 Financial Statements and Exhibits (d) EXHIBITS. The following exhibits are filed herewith: Exhibit 10.1 Commitment Letter, dated December 21, 2017, by and between Real Industry, Inc. and Goldman Sachs & Co, LLC. EXHIBIT INDEX Exhibit No. Description of Exhibit 10.1 Commitment Letter, dated December 21, 2017, by and between Real Industry, Inc. and Goldman Sachs & Co, LLC.

6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. REAL INDUSTRY, INC. Date: December 28, 2017 By: /s/ Kelly G. Howard Name: Kelly G. Howard Title: Executive Vice President and General Counsel

7 EXHIBIT 10.1 ExecutionVersion GOLDMAN SACHS & CO. LLC 200 West Street New York, New York PERSONAL AND CONFIDENTIAL December 21, 2017 Real Industry, Inc Park East Drive, Suite 300 Beachwood, Ohio Attention: Michael J. Hobey Commitment Letter Ladies and Gentlemen: Goldman Sachs & Co. LLC (or one of its affiliates) ( Goldman Sachs or the Commitment Party ), is pleased to confirm the arrangements under which the Commitment Party commits to provide financing to Real Industry, Inc. (the Borrower or you ) as described herein, on the terms and subject to the conditions set forth in this letter and the attached Exhibits A through G hereto (collectively, this Commitment Letter ). To the extent not defined in the body of this Commitment Letter, each capitalized term used in this Commitment Letter shall have the meaning assigned to it in the Term Sheet attached as Exhibit A hereto (the Term Sheet ). You have informed us that the Borrower desires to, in accordance with this Commitment Letter: i. enter into a senior secured superiority debtor-in-possession note (the RELY DIP Facility ) which will be provided to the Borrower after the entry date of the DIP Order in an aggregate amount not to exceed $4,000,000; and ii. issue to the Commitment Party on the Effective Date an amount of common stock in the Reorganized Borrower such that the Commitment Party shall own, or have the right to own, 45-49% of such common stock as of such date (after taking into account a distribution of any common stock in the 1 Reorganized Borrower to Goldman on account of the Upfront Fee) upon payment of a purchase price of $10,000,000 (the Equity Commitment ) ; in each case, subject to the satisfaction of certain conditions to be specified in the RELY DIP Documents, including, without limitation, those conditions described in the Commitment Letter. 1 The purchase price of $10.0 million assumes that Goldman would acquire 49% of the outstanding stock and will be adjusted downward in the event that Goldman acquires less than 49% of the stock.

8 The proceeds of the RELY DIP Facility are expected to be used, in accordance with the Budget, Term Sheet and the RELY DIP Documents, as applicable, to fund general working capital and operational expenses and restructuring expenses of the Borrower. 1. Commitment; Titles and Roles. The Commitment Party is pleased to commit to provide the Borrower 100% of the RELY DIP Facility and the Equity Commitment on the terms and subject to the conditions contained in this Commitment Letter and the Term Sheet. The foregoing commitment by the Commitment Party is not subject to syndication. The Borrower agrees that, except as contemplated in the paragraph above, no agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than as contemplated by this Commitment Letter and the Term Sheet) will be paid in connection with the RELY DIP Facility unless you and we shall so agree. 2. Conditions Precedent. The Commitment Party s commitment and agreement hereunder, including without limitation the Equity Commitment, are subject to the entry of an order by the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) approving the Borrower s execution, delivery and performance of this Commitment Letter. In addition, the Commitment Party s commitment and agreement hereunder are subject to there not having occurred, since the date hereof, any event that has resulted in or could reasonably be expected to result in a Material Adverse Change. For purposes hereof, Material Adverse Change means any condition, development or event that has resulted in, or would reasonably be expected to result in, a material adverse change in or materially adverse effect on the financial condition or results of operations of the Borrower (including, without limitation, a material impairment of any of Borrower s assets), taken as a whole, other than the events typically resulting from the filing of the Chapter 11 cases of the Borrower and its subsidiaries, as applicable. The Commitment Party s commitment and agreement are also subject to (i) the conditions in the section entitled Conditions Precedent to the RELY DIP Financing in Exhibit B hereto, including, without limitation, the execution and delivery of appropriate definitive loan documents relating to the RELY DIP Facility that are substantially consistent with the terms set forth in this Commitment Letter and are otherwise acceptable to the Commitment Party and the Borrower; (ii) the Commitment Party not becoming aware after the date hereof of any new or inconsistent information or other matter not previously disclosed to the Commitment Party relating to the Borrower or the transactions contemplated by this Commitment Letter which the Commitment Party, in its reasonable judgment, deems material and adverse relative to the information or other matters disclosed to the Commitment Party prior to the date hereof; (iii) the payment by SGGH, LLC of $50,000 to the Commitment Party s counsel for fees and expenses incurred by the Commitment Party in connection with this Commitment Letter and the transactions contemplated herein by no later than December 22, 2017; (iv) the satisfactory completion of all financial, legal, accounting, and tax diligence with respect to the Borrower and the RELY DIP Facility by the Commitment Party no later than January 17, 2018; and (iv) the receipt by the Commitment Party of all internal approvals with respect to the RELY DIP Facility and the transactions contemplated herein no later than January 17, Furthermore, conditions precedent with respect to the RELY DIP Facility include, but are not limited to, those customary for facilities of this nature and for this transaction in particular the following, including: (i) the occurrence of the entry date of the DIP Order; (ii) the delivery of the Budget; (iii) no default or Event of Default (as defined in the Term Sheet) shall have occurred or be continuing; and (iv) the accuracy of the representations and warranties, including the specified representations and warranties attached in Exhibit E (including, without limitation, the representation and warranty as to the absence of a 2

9 breach of any affirmative covenant attached in Exhibit F or any negative covenant attached in Exhibit G), in all material respects. 3. Information. Borrower represents and covenants that (i) all written information, documentation and materials made available to the Commitment Party in connection with the transactions and agreements contemplated hereby (collectively, the Information ) (other than financial projections, forecasts and other forward looking statements (collectively, the Projections )) is and will be, when taken as a whole, complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading and (ii) the financial projections that have been or will be made available to Commitment Party by or on behalf of the Borrower have been and will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time such financial projections are furnished to Commitment Party, it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material. You agree that if at any time prior to the DIP Closing Date, any of the representations in the preceding sentence would be incorrect in any material respect if the information and financial projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the information and financial projections so that such representations will be correct in all material respects under those circumstances. The Commitment Party will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Borrower or any other party or to advise or opine on any related solvency issues. 4. Indemnification and Related Matters. In connection with arrangements such as this, it is our policy to receive indemnification. The Borrower agrees to the provisions with respect to our indemnity and other matters set forth in Exhibit D, which is incorporated by reference into this Commitment Letter. 5. Assignments. This Commitment Letter may not be assigned by you without the prior written consent of the Commitment Party (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Party and the Borrower, and, except as set forth in Section 4 above (including Exhibit D), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended nor any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto. 6. Confidentiality. Please note that this Commitment Letter and any written communications provided by, or oral discussions with, the Commitment Party in connection with this arrangement are exclusively for the information of the Borrower and may not be disclosed by you to any third party or circulated or referred to publicly without our prior written consent except, after providing written notice to the Commitment Party, pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial, administrative or legislative body or committee; providedthat the Commitment Party hereby consents to your disclosure of (i) this Commitment Letter and such communications and discussions to the Borrower s affiliates and 3

10 the Borrower s and its affiliates respective officers, directors, agents and advisors who are directly involved in the consideration of the RELY DIP Facility and who have been informed by you of the confidential nature of such advice and this Commitment Letter and who have agreed to treat such information confidentially; (ii) this Commitment Letter or the information contained herein to the extent required in motions or any required SEC disclosures, each in form and substance reasonably satisfactory to the Commitment Party, that may be filed with the Bankruptcy Court in connection with obtaining the entry of an order approving your execution, delivery and performance of this Commitment Letter and/or the definitive RELY DIP Documents; (iii) this Commitment Letter or the information contained herein may be disclosed to any official committee appointed in the Borrower s cases on a confidential basis, and (iv) this Commitment Letter as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof). 7. Absence of Fiduciary Relationship; Affiliates; Etc. As you know, the Commitment Party (together with its affiliates, the Related Parties ) is a financial institution engaged, either directly or through its respective affiliates, in a broad array of activities, including, as applicable, commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and non-financial activities and services globally. In the ordinary course of their various business activities, the Related Parties and, as applicable, funds or other entities in which a Related Party invests or with which it co-invest, may, as applicable, at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. In addition, the Related Parties may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments. Any of the aforementioned activities may involve or relate to assets, securities and/or instruments of the Borrower and/or other entities and persons which may (i) be involved in transactions arising from or relating to the arrangement contemplated by this Commitment Letter or (ii) have other relationships with the Borrower or its affiliates. In addition, the Related Parties may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. The arrangement contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph, and employees working on the financing contemplated hereby may have been involved in originating certain of such investments and those employees may receive credit internally therefor. Although the Related Parties in the course of such other activities and relationships may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the financing contemplated by this Commitment Letter, the Related Parties shall have no obligation to disclose such information, or the fact that such Related Parties are in possession of such information, to the Borrower or to use such information on the Borrower s behalf. Notwithstanding the foregoing, Borrower acknowledges and agrees that in the event that a Related Party is appointed or elected as a director or officer of the Borrower, such individual shall be subject to customary fiduciary duties applicable to such service under applicable law. Consistent with the Related Parties policies to hold in confidence the affairs of their customers, the Related Parties will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any of their other customers. Furthermore, you acknowledge that neither the Related Parties nor any of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person. 4

11 The Related Parties may have economic interests that conflict with those of the Borrower, its equity holders and/or its affiliates. You agree that the Related Parties will act under this Commitment Letter as independent contractors and that nothing in this Commitment Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Related Parties and the Borrower, its equity holders or its affiliates. You acknowledge and agree that the transactions contemplated by this Commitment Letter (including the exercise of rights and remedies hereunder and thereunder) are arm s-length commercial transactions between the Related Parties, on the one hand, and the Borrower, on the other, and in connection therewith and with the process leading thereto, (i) the Related Parties have not assumed an advisory or fiduciary responsibility in favor of the Borrower, its equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Related Parties have advised, are currently advising or will advise the Borrower, its equity holders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in this Commitment Letter and (ii) the Related Parties are acting solely as principals and not as an agent or fiduciary of the Borrower, its management, equity holders, affiliates, creditors or any other person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that the Related Parties have rendered advisory services of any nature or respect, or owe fiduciary or similar duties to the Borrower, in connection with such transactions or the process leading thereto. In addition, the Commitment Party may employ the services of its affiliates in providing services and/or performing their obligations hereunder and may exchange with such affiliates information concerning the Borrower and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to the Commitment Party hereunder. In addition, please note that the Related Parties do not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, Borrower (and each employee, representative or other agent of the Borrower) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the DIP Facility and all materials of any kind (including opinions or other tax analyses) that are provided to the Borrower relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their respective affiliates directors and employees to comply with applicable securities laws. For this purpose, tax treatment means U.S. federal or state income tax treatment, and tax structure is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates. 8. Miscellaneous. The commitment and agreement of the Commitment Party hereunder will terminate upon the first to occur of (i) January 22, 2018 at 11:59 p.m. New York City time, unless the DIP Closing Date shall have occurred on or before such date; (ii) the entry into an agreement by the Borrower, or the request of the Borrower seeking any approval of the Bankruptcy Court, in respect to debtor-in-possession financing or equity investment other than as contemplated by the Term Sheet; and (iii) a material breach by the Borrower under this Commitment Letter. By executing this Commitment Letter, the Borrower agrees on its behalf and on behalf of its affiliates that from the date hereof until the earlier to occur of (i) the date of entry of the DIP Order and (ii) the termination of the commitment and agreement hereunder pursuant to the preceding paragraph, the Borrower and its affiliates will cease any discussion with other potential financing providers and will not 5

12 directly or indirectly engage in discussion with, provide any information to, or transmit any letter of intent, indicative terms or other document or response to, any person or entity other than the Commitment Party in connection with soliciting or receiving from such financing provider, person or entity a proposal, commitment, exclusivity arrangement, or definitive agreement to provide debt or equity financing (including any modification, extension or continuation of existing equity or debt financing) that is in lieu of, inconsistent with, or reasonably expected to interfere with the RELY DIP Facility if the Commitment Party is ready, willing and able to provide the proceeds of the RELY DIP Facility on the terms and conditions substantially as set forth in this Commitment Letter. By executing this Commitment Letter, you agree to (i) reimburse the Commitment Party from time to time on demand for all reasonable out-of-pocket fees and expenses (including, but not limited to, the reasonable fees, disbursements and other charges of all legal counsel to the Commitment Party (including, but not limited to, special and local counsel to the Commitment Party) and examiners, search fees, due diligence expenses, transportation expenses, and appraisal, environmental, audit, and consultant costs and expenses) incurred in connection with the RELY DIP Facility, the preparation of the definitive documentation therefor and the other transactions contemplated hereby, regardless of whether any of the transactions contemplated hereby are consummated, as such expenses may be expressly limited by the Term Sheet, and (ii) pay all fees as contemplated by the Term Sheet, including, without limitation, the Upfront Fee upon entry of the DIP Order. As you know, the Commitment Party is a full-service securities firm engaged, either directly or through its affiliates in various activities, including securities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Party or its affiliates may actively trade the debt and equity securities (or related derivative securities) of the Borrower and other companies which may be the subject of the arrangements contemplated by this letter, including any of their respective affiliates, for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Party or its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities or other debt obligations of the Borrower or other companies which may be the subject of the arrangements contemplated by this letter and any of their respective affiliates. The Commitment Party and its affiliates bear their own responsibility for compliance with applicable laws, including federal securities laws, with respect to such activities. The provisions set forth under Sections 3, 4 (including Exhibit D), 6 and 7 hereof and this Section 8 hereof will remain in full force and effect regardless of whether definitive RELY DIP Documents are executed and delivered. Other than to the extent otherwise provided herein, the provisions set forth under Sections 3, 4 (including Exhibit D), 6 and 7 hereof and this Section 8 will remain in full force and effect notwithstanding the expiration or termination of this Commitment Letter or the Commitment Party s commitment and agreement hereunder. Notwithstanding any other provision of this Commitment Letter, the obligations under this Commitment Letter with respect to the RELY DIP Facility are joint and several obligations of the Borrower and the Guarantors. The Borrower for itself and its affiliates agrees that any suit or proceeding arising in respect of this Commitment Letter or the Commitment Party s commitment or agreement hereunder will be tried exclusively in the Bankruptcy Court or, if the Bankruptcy Court does not have subject matter jurisdiction, in any Federal court of the United States of America sitting in the Borough of 6

13 Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the Borrower hereby submits to the exclusive jurisdiction of, and to venue in, such court. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either the Commitment Party s commitment or agreement or any matter referred to in this Commitment Letter is hereby waived by the parties hereto. The Borrower for itself and its affiliates agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses above shall be effective service of process against such party for any suit, action or proceeding brought in any such court. This Commitment Letter will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. The Commitment Party hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L (signed into law October 26, 2001)) (the Patriot Act ) the Commitment Party may be required to obtain, verify and record information that identifies the Borrower and each of the Guarantors, which information includes the name and address of the Borrower and each of the Guarantors and other information that will allow the Commitment Party to identify the Borrower and each of the Guarantors in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic transmission (in pdf format) will be effective as delivery of a manually executed counterpart hereof. This Commitment Letter is the only agreement that has been entered into among the parties hereto with respect to the RELY DIP Facility and set forth the entire understanding of the parties with respect thereto and supersede any prior written or oral agreements among the parties hereto with respect to the RELY DIP Facility. [ Remainder of page intentionally left blank ] 7