Common use of Definitive Documentation Clause in Contracts

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Sponsors, and Honeywell, except as otherwise set forth herein, (iiiii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iviii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (viv) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (viv) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court, the U.S. Bankruptcy Court and the U.K. Court, and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the PartiesDebtors in the Judicial Reorganization, the Chapter 15 Proceedings or the U.K. Proceedings at any point prior to the extenttermination of this Agreement, including without limitation: (i) the Agreed Plan; (ii) the Backstop Commitment Agreements; (iii) the Additional Supporting Investor Commitment Agreements; (iv) the order by the Bankruptcy Court confirming the Agreed Plan (the “Confirmation Order”); (v) the orders recognizing and enforcing the provisions of the Confirmation Order in each case, such orders, pleadings, motions, proposed orders the Recognition Proceedings and/or obtaining any ancillary relief in the Recognition Proceedings necessary or documents relate appropriate to consummate the Agreed Plan (the “Recognition Orders”); (vi) the composition plan for Oi Coop in the courts of the Netherlands (the “Dutch Proceedings”) to the Restructuring Transactions extent such plan is proposed by the Debtor (such plan, the “Debtor Composition Plan”); (vii) all documents and agreements governing the issuance or the implementation or consummation terms of the transactions contemplated Warrants; (viii) all documents and agreements governing the issuance or terms of the New Notes; (ix) all documents and agreements governing the issuance or terms of the Convertible Debentures; (x) the escrow agreement (the “Escrow Agreement”) entered into in accordance with Section 4(c)(viii) of this Agreement; (xi) any registration rights agreements; (xii) the Offering Procedures and the procedures for conducting the Bookbuilding; and (xiii) any and all other documents or agreements agreed by this Agreement the Required Anchor Investors to be necessary to implement the Restructuring. (including the Term Sheet). b) The Restructuring Documents that Documents, including any amendments thereto, remain subject to negotiation and completion shall and shall, upon completion, contain terms, conditions, representations, warranties, warranties and covenants consistent in all respects withwith the terms of this Agreement, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance reasonably acceptable to the Required Anchor Investors; provided that the Restructuring Documents, including any amendments thereto, set forth in Sections 3(a)(vii), (iviii), (ix), (x) and (xi) shall be in form and substance acceptable to the DebtorsRequired Anchor Investors and the Restructuring Documents, including any amendments thereto, set forth in Sections 3(a)(i) and (ii) the Plan Sponsors shall be in form and Honeywell, except as otherwise set forth herein, (iii) solely substance acceptable to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Ordereach Anchor Investor. (c) FurtherThe Debtors will use commercially reasonable efforts to provide draft copies of all documents that the Debtors intend to file with the Bankruptcy Court, notwithstanding anything set forth the U.S. Bankruptcy Court, the U.K. Court or in this Agreement Dutch Proceedings to the contrary, Anchor Investors through their respective counsel at least two (2) days before the definitive date on which Debtors intend to file such documents or agreements for as soon as reasonably practicable thereafter[; provided that the post-Effective Date governance of reorganized Xxxxxxx Agreed Plan, including any proposed amendments thereto, shall be consistent in all material respects with provided at least three (3) business days before the Term Sheet and otherwise subject date on which the Debtors intend to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investorsfile]. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of: (a) the Plan (and all exhibits thereto); (b) the Confirmation Order and pleadings in support of every entry of the Confirmation Order; (c) the Disclosure Statement and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) the order entered by of the Bankruptcy Court approving the Disclosure Statement and every pleading, motion, proposed order or document the Solicitation Materials; (but not including any notices, except as otherwise set forth e) the documentation in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation respect of the transactions contemplated by this Agreement DIP Facility (including the Term SheetDIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) (the “DIP Documentation”); (f) customary “first day” and “second day” motions and proposed orders (the “First Day and Second Day Pleadings”); (g) the Exit Facility and all related documents (the “Exit Facility Documentation”); (h) the New Exit Note, if any; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, the Sponsor Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto); (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Commitment Agreement; (k) the Rights Offering Procedures; (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents that will comprise the Plan Supplement or are otherwise related to the Plan. The Restructuring Documents that remain Definitive Documentation remains subject to negotiation and completion shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects withwith the terms of this Agreement, and containing the terms and conditions shall be subject to any consent rights set forth in, in this Agreement (including the Term Sheet), and otherwise be in form and substance acceptable to the Debtors and the Required Supporting Term Lenders5 and reasonably acceptable to (i) the Debtors, (ii) Required Supporting Noteholders and the Plan Sponsors and HoneywellPrepetition RBL Agent; provided that, except as otherwise set forth herein, (iii) solely the Definitive Documentation shall be deemed acceptable to the extent such documents adversely affect Prepetition RBL Agent unless the Additional Investors, the Requisite Additional Investors, Prepetition RBL Agent delivers written notice (ivwhich may be by email) solely to the extent such documents adversely affect contrary to the economic treatment Company Parties and the Required Supporting Term Lenders within two (2) business days of the Prepetition LendersRBL Agent’s receipt of such documentation; provided, further, that the Exit Facility Documentation shall be in form and substance acceptable to the Debtors, the Requisite Consenting Lenders, (v) solely Required Supporting Term Lenders and the Prepetition RBL Agent and reasonably acceptable to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Required Supporting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx Exit Facility contemplated thereunder shall be consistent in all material respects with the Exit Facility Term Sheet Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and otherwise subject to agree that the reasonable consent form and approval substance of the Debtors, HoneywellDIP Credit Agreement, the Plan SponsorsInterim DIP Order, and the Requisite Additional Investors. Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Term Sheet, respectively, as Exhibit X-0, Xxxxxxx X-0, Exhibit E, and Exhibit G are each acceptable to such Party (d) Except for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the parties as specifically set forth therein and herein); provided, nothing in any further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Restructuring Documents Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall impose any restrictions on any Party transferring any specify the price per share and the number of shares with respect to the equity of Xxxxxxx following consummation of New Common Equity Pool in a manner acceptable to the Restructuring TransactionsPlan Sponsor.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Sponsors, and Honeywell, except as otherwise set forth herein, (iiiii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iviii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (viv) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (viv) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including ; (iv) the backstop commitment agreement for the Rights Offering DIP Documents (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”as applicable); (ivv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vvi) all other documents that will comprise the supplement to the Approved Plan; and (vivii) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, and as may be amended from time to time, the “Restructuring Plan Transaction Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable satisfactory to the Required Consenting Creditors and shall comprise: (ia) the Debtors, motion to approve the Debtor’s entry into this Agreement pursuant to sections 105(a) and 363(b) of the Bankruptcy Code and the performance by the Company of its obligations thereunder and under this Agreement (iithe “PSA Approval Motion”) and the order of the Bankruptcy Court approving the relief requested in the PSA Approval Motion (the “PSA Approval Order”) which order shall be consistent with the rights of holders of DIP Claims and Senior Secured Note Claims to credit bid as set forth in the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional InvestorsTerm Sheet, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting NoteholdersFinal DIP Order, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders.Bankruptcy Code; (b) The Restructuring Documents include: (i) the Approved Plan and each document or agreement contemplated in connection with the effectiveness of the Plan; (iic) the order of the Bankruptcy Court confirming the Plan and authorizing all of the transactions and agreements contemplated by the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (d) the Backstop Commitment Agreement and the motion to approve the Debtor’s entry into the Backstop Commitment Agreement pursuant to sections 105(a) and 363(b) of the Bankruptcy Code and the performance by the Company of its obligations thereunder, including the payment of fees and expenses on such terms as are acceptable to a majority of the Consenting Creditors who execute the Backstop Commitment Agreement (the “BCA Approval Motion”) and the order of the Bankruptcy Court approving the relief requested in the BCA Approval Motion (the “BCA Approval Order”); (e) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect relating to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan and procedures for solicitation of the Rights Offering (as defined below, and such procedures the “Rights Offering Procedures” and the order approving the Rights Offering Procedures, the “Rights Offering Procedures Order,” and such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement (the “Disclosure Statement Approval Motion”), and the order entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (iiif) the Exit Financing Commitment Agreements and all documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”);related thereto; and (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vg) all other documents that will comprise the supplement supplements to the Approved Plan; and Plan (vi“Plan Supplements”). All Plan Transaction Documents that remain subject to negotiation and completion shall contain terms, conditions, representations, warranties, and covenants materially consistent with the terms of this Agreement and the Plan Term Sheet, and shall otherwise be in form and substance reasonably satisfactory to each of (i) Exide and (ii) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation OrderRequired Consenting Creditors. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, ; (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, ; (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, ; (iv) solely to the extent such documents adversely affect the economic plan treatment of the Prepetition Lenders, the Requisite Consenting Lenders, ; and (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the Credit Facilities or the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Restructuring DocumentsDefinitive Documentation”) related shall include: (i) the Stone Parties’ Disclosure Statement with respect to or otherwise utilized to implement, effectuate or govern the Plan setting forth the terms and conditions of the Restructuring Transactions shall consist (together with all exhibits there to, the “Disclosure Statement”) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”); (ii) the Plan, including any plan supplement documents (including, without limitation, the identity of every the officers and directors of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone Parties, and any equityholders’ agreements with respect to the reorganized Stone Parties), the order entered of the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court and every pleading, motion, proposed order or document in respect of the Appalachian Assets (but not including any notices, except as otherwise set forth in this section) filed by the Parties, whether pursuant to the extentAssumption and Procedures Order or other order of the Bankruptcy Court) (the “Bidding Procedures”), in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or order of the implementation or consummation of Bankruptcy Court approving the Appalachia PSA and the transactions contemplated by thereby (the “Appalachia Sale Order”), the motions seeking approval of each of the foregoing, the Critical Vendor Motion, the Cash Collateral Motion, the Royalty Motion and the Shipper’s Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The Definitive Documentation identified in Section 4(a) of this Agreement (including will, after the Term Sheet). The Restructuring Documents that RSA Effective Date, remain subject to negotiation and completion shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth in, of this Agreement (including the Term Sheet)) in all respects, and shall otherwise be in form and substance reasonably acceptable satisfactory to the Stone Parties, on the one hand, and the Required Consenting Noteholders2, on the other hand; provided, however, that (i) the Debtorsform, (ii) the Plan Sponsors terms and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment provisions of the Prepetition Lendersconstitutional, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits organizational and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materialsStone Parties setting forth the rights of stockholders or noteholders after the Consummation Date, collectivelyincluding, the “Solicitation Materials”)but not limited to, the motion any charters, bylaws, operating agreements, indentures, warrants, stockholders’ or unitholders’ agreements, registration rights agreements, management incentive plan, or other similar agreements, motions, pleadings or orders to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents be entered into or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements filed in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 CasesTransactions, including any certificates of incorporationshall, certificates of formationin each case, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject satisfactory to the reasonable consent Required Consenting Noteholders in their sole discretion and (ii) the Disclosure Statement, the Disclosure Statement Order, the Assumption and Procedures Order, the Bidding Procedures (if any), the Motion for approval of the Debtors, HoneywellAssumption and Procedures Order, the Plan SponsorsAppalachia Sale Order; the Motion for Approval of the Appalachia Sale Order, the Motion for Approval of the Disclosure Statement and Solicitation Procedures, the Plan, the Confirmation Order, Motion to Approve RSA, RSA Assumption Order, Critical Vendor Motion, Cash Collateral Motion, Royalty Motion, and Shipper’s Motion shall, in each case, be satisfactory to the Requisite Additional InvestorsRequired Consenting Noteholders and the Stone Parties. (dc) Except The Stone Parties shall provide to the Noteholder Committee’s legal counsel drafts of all motions or applications, including proposed orders, and other documents that the Stone Parties intend to file with the Bankruptcy Court not less than three (3) Business Days before the date when the Stone Parties intend to file any such motion, application or document, including for the avoidance of doubt, all first day motions and orders; provided, however, that in the event that three (3) Business Days’ notice is impossible or impracticable under the circumstances, the Stone Parties shall provide draft copies of any motions, applications, including proposed orders and any other documents the Stone Parties intend to file with the Bankruptcy Court to the Noteholder Committee’s legal counsel within one (1) Business Day, or as specifically set forth hereinsoon as otherwise practicable, nothing in before the date when the Stone Parties intend to file any such motion, application or document. The Stone Parties shall notify the Noteholder Committee’s legal counsel telephonically or by electronic mail to advise them of the Restructuring Documents shall impose any restrictions on any Party transferring any documents to be filed and the facts that make the provision of the equity of Xxxxxxx following consummation of the Restructuring Transactionsadvance copies not less than three (3) Business Days before submission impossible or impracticable.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to of: (i) this Agreement and the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved PlanRSA Term Sheet; (ii) the disclosure statement documentation in respect of the proposed DIP Facilities (including the motion pursuant to sections 363 and 364 of the Bankruptcy Code to authorize the Debtors to obtain post-petition secured financing (the “DIP Financing Motion”), the Interim DIP Order in the form attached as Exhibit C to the RSA Term Sheet, the order approving the DIP Financing Motion on a final basis (in form and substance reasonably satisfactory to the DIP Agent, the Required DIP Lenders, the Required Supporting Noteholders, the Supporting Lenders and the Debtors, the “Final DIP Order” and together with the Interim DIP Order, the “DIP Orders”) and the DIP Credit Agreement together with all related loan documents (the “DIP Loan Documents)); (iii) the Plan (and all exhibits and other documents and instruments related thereto); (iv) with respect to a disclosure statement for the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement Statement, and the order entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; ; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order entered by the Bankruptcy Court confirming the Approved Plan (the “Confirmation Order”); (vi) the documentation with respect to the Exit Second Lien Facility and pleadings the Exit Revolving Facility or the Alternative Exit Facility, as applicable (with the proceeds of any such Alternative Exit Facility being used to indefeasibly pay in support cash, in full and final satisfaction, settlement, release and discharge of entry and in exchange for the Obligations (as defined in the Credit Agreement) outstanding under the Credit Agreement (the “Credit Agreement Obligations”), and any outstanding undrawn letters of credit that have not been replaced or released as of the Confirmation Orderclosing of such facility shall be cash collateralized at 105% of the face amount thereof pursuant to arrangements satisfactory to the issuers thereof), and in the case of the Exit Revolving Facility, in form and substance reasonably satisfactory to the Supporting Lenders; and (viii) such other documents or agreements as may be reasonably necessary to implement the Restructuring contemplated by this Agreement and the RSA Term Sheet. (b) Each of the Restructuring Documents remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with this Agreement and the RSA Term Sheet and shall otherwise be in form and substance reasonably satisfactory to the Debtors, Supporting Lenders, the Required Supporting Noteholders and the Supporting Interest Holders. (c) FurtherThe transaction documents in the foregoing forms, notwithstanding anything set forth in with the foregoing required approvals or as otherwise modified pursuant to the terms of this Agreement are collectively referred to herein as the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors“Approved Transaction Documents”). (d) Except as specifically set forth herein, nothing in any Each of the Restructuring Documents exhibits attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall impose any restrictions on any Party transferring any include the exhibits. The terms of this Agreement and the exhibits shall whenever possible be read in a complementary manner; provided, that, to the extent there is a conflict between this Agreement and the exhibits, the conflicting term of this Agreement (excluding exhibits) shall control and govern; provided, further, that to the extent there is a conflict among the exhibits hereto, the conflicting term of the equity of Xxxxxxx following consummation of the Restructuring TransactionsRSA Term Sheet shall control and govern.

Definitive Documentation. (a) The definitive documents documents, instruments and agreements governing the Restructuring (collectively, the “Restructuring DocumentsDefinitive Documentation”) shall include: (a) the documentation in respect of the DIP Facility and authorizing use of cash collateral, including, without limitation, (i) a ratification and amendment agreement among Debtors, First Lien Agent and First Lien Lenders pursuant to which the First Lien Credit Agreement and related financing documents shall be ratified and amended, consistent with the DIP Term Sheet and otherwise in form and substance acceptable to or otherwise utilized the Company, the First Lien Agent and Lightship (the “DIP Credit Agreement”), (ii) a budget with respect to implementthe DIP Facility acceptable to the Company, effectuate or govern the First Lien Agent and Lightship (the “DIP Budget”), (iii) the DIP Motion, (iv) the Interim DIP Order and (v) the Final DIP Order; (i) the Plan (and all exhibits, annexes and schedules thereto) consistent with this Agreement and the Restructuring Transactions Term Sheet and otherwise in form and substance acceptable to the Company, the First Lien Agent and Lightship and (ii) any plan supplement documents (including, without limitation, (A) a schedule of executory contracts and unexpired leases to be assumed in form and substance acceptable to Lightship, the First Lien Agent and the Company (it being understood that, unless otherwise agreed by Lightship, the First Lien Agent and the Company, any executory contract and unexpired lease not appearing on such schedule shall consist be deemed rejected under the Plan) and (B) a form of every amended and restated credit agreement amending and restating the DIP Credit Agreement with respect to exit financing consistent with the Exit Facility Term Sheet and otherwise in form and substance acceptable to the Company, the First Lien Agent, the First Lien Lenders and Lightship (the “Exit Facility Credit Agreement”)); (c) the Disclosure Statement, and pleadings in support of approval of the Disclosure Statement; (d) the Solicitation Materials, and pleadings in support of approval of the Solicitation Materials; (e) the First Day Motions and related interim and final orders; (f) the order entered by of the Bankruptcy Court approving the Disclosure Statement and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth the Solicitation Materials in this section) filed by the Parties, form and substance acceptable to the extentCompany, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or First Lien Agent and Lightship (the implementation or consummation “Disclosure Statement Order”); and (g) the order of the Bankruptcy Court confirming the Plan and authorizing all of the transactions and agreements contemplated by this Agreement the Plan (and all exhibits, annexes and schedules thereto), including any plan supplement documents, in form and substance acceptable to the Term SheetCompany, the First Lien Agent and Lightship (the “Confirmation Order”), which Confirmation Order shall include a waiver of the automatic stay for effectiveness of the Plan under Rule 3020(e) of the Federal Rules of Bankruptcy Procedure, and pleadings in support of entry of the Confirmation Order. The Restructuring Documents that remain Definitive Documentation remains subject to negotiation and completion shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms of this Agreement, the Restructuring Term Sheet, the DIP Term Sheet and conditions set forth inthe Exit Facility Term Sheet and, except where otherwise specified in this Agreement (including or the Restructuring Term Sheet)Sheet or agreed to in writing by the Parties, and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement Lightship and the order approving First Lien Agent. If the Disclosure Statement (Company receives approval by the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance Bankruptcy Court of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements an Acceptable Sale in connection with the Restructuring Transactions Approved Sale Process, all consent and related to approval rights of Lightship, the governance First Lien Agent and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything First Lien Lenders set forth in this Agreement to and the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Restructuring Term Sheet shall terminate and otherwise subject to the reasonable such consent and approval of rights shall be agreed by the Debtors, Honeywell, the Plan Sponsors, Company and the Requisite Additional Investorspurchaser under the Acceptable Sale. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) 3.01. The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, implement or effectuate or govern the Restructuring Transactions (collectively, the “Definitive Documentation”) shall consist include, without limitation, the following: (A) the Plan and its exhibits, ballots, and solicitation procedures; (B) the Confirmation Order; (C) the Disclosure Statement; (D) the order of every order entered by the Bankruptcy Court approving the Disclosure Statement and every pleadingthe other Solicitation Materials; (E) the First Day Pleadings and all orders sought pursuant thereto; (F) the Plan Supplement; (G) the Warrants and any related documentation; (H) the documentation issuing and setting forth the rights, motion, proposed order preferences and privileges of the New Equity Interests; (I) the Registration Rights Agreement; (J) the New Organizational Documents; (K) the New Notes indenture and any related documentation; and (L) such other agreements and documentation reasonably desired or necessary to consummate and document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including Agreement, the Restructuring Term Sheet), and the Plan. 3.02. The Restructuring Documents that remain subject to negotiation and completion shall upon Upon completion, the Definitive Documentation and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth inof this Agreement, as they may be modified, amended, or supplemented in accordance with Section 12. Further, the Definitive Documentation not executed or in a form attached to this Agreement (including as of the Term Sheet), and Execution Date shall otherwise be in form and substance reasonably acceptable to (i) the DebtorsCompany Parties and, (ii) the Plan Sponsors and HoneywellRequired Consenting Noteholders; provided, except as otherwise set forth hereinhowever, (iii) solely that, notwithstanding the foregoing, the New Organizational Documents shall be acceptable only to the extent Required Consenting Noteholders; provided, further, however, that the Required Consenting Noteholders will consult with the Company Parties regarding such documents New Organizational Documents, provided, that nothing in the New Organizational Documents shall adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect impact the economic treatment recovery of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment holders of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything Common Equity Interests as set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring TransactionsTerm Sheet.

Definitive Documentation. (a) The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Restructuring DocumentsSolicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) any interim (an “Interim DIP Order”) related to or otherwise utilized to implement, effectuate or govern final (the Restructuring Transactions shall consist “Final DIP Order”) orders authorizing the use of every order cash collateral and/or the entry into debtor in possession financing and entered by the Bankruptcy Court after June [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”) executed or amended after June [ ], 2017; (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; (l) the documents governing the Revolving Facility, Term Loan A and every pleading, motion, proposed order or document the Alternative Term Loan (but not including any notices, except each as otherwise set forth defined in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Plan Term Sheet); (m) the Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (n) the documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement. The Restructuring Documents that remain subject to negotiation and completion Definitive Documentation identified in the foregoing sentence (i) shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth inof this Agreement, this Agreement (including the Term Sheet), and ii) shall otherwise be in form and substance satisfactory to the Debtors and reasonably acceptable satisfactory to those parties holding more than 66.66% of the Backstop Commitment held by Senior Commitment Parties (iunder, and as defined, in the Backstop Commitment Agreement) (the Debtors“Required Consenting Senior Note Holders”) and, other than with respect to items 4, 5, 9, and 11 on Exhibit C hereto, Consenting RBL Lenders holding more than 66.66% of the Consenting RBL Facility Claims (ii) the Plan Sponsors “Required Consenting RBL Lenders”), and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investorsshall, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”)Equity Commitment Agreement, the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Disclosure Statement OrderRequired Consenting Second Lien Note Holders”); . The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (iiiother than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or agreements relating as soon as reasonably practicable thereafter. The Debtors will provide drafts of items 4, 5, 9, and 11 on Exhibit C hereto to the issuance of the Convertible Series A Preferred Stock Consenting RBL Lenders and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements will consider their reasonable comments in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Ordergood faith. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Amended Agreement (including the Term SheetApproved Plan and the Amended BCA). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Amended Agreement (including the Approved Plan), the Amended BCA, and the Term SheetSheet (unless such discrepancy between the Term Sheet and the Restructuring Documents is agreed to by the Requisite Consenting Second Lien Creditors and the Requisite Commitment Parties, as applicable), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Requisite Consenting Second Lien Creditors, and Honeywellthe Requisite Commitment Parties, except as otherwise set forth herein or in the Approved Plan. As used herein, the term “Requisite Consenting Second Lien Creditors” means, at any relevant time, Consenting Second Lien Creditors (iiii) solely holding at least a majority of the sum of the outstanding Second Lien Note Claims held by all Consenting Second Lien Creditors and (ii) at least fifty percent (50%) in number calculated by providing one vote to the extent such documents adversely affect the Additional Investorseach of (x) EIG Redwood Debt Aggregator, the Requisite Additional InvestorsLP and its affiliates (“EIG”), (ivy) solely to the extent such documents adversely affect the economic treatment of the Prepetition LendersAnchorage Capital Partners, the Requisite Consenting Lenders, LP and its affiliates (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders“Anchorage”), and (viz) solely Guggenheim Partners Investment Management, LLC and its affiliates (“Guggenheim”) (provided, that if, at any time prior to the extent such documents adversely affect the economic treatment Effective Date, EIG, Anchorage or Guggenheim sell all of the Consenting Equityholderstheir Second Lien Note Claims, the applicable holder shall no longer have voting rights under the immediately preceding clause (ii)), and the term “Requisite Consenting Equityholders. (b) Commitment Parties” shall have the meaning ascribed to such term in the Amended BCA. The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or any material document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate relating to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completionTransactions, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents includeincluding: (i) the Approved Plandocuments and agreements governing any LC Facility to be procured by the Debtors for replacement letters of credit during the Chapter 11 Cases; (ii) the disclosure statement Plan; (and all exhibits and other documents and instruments related theretoiii) with respect to an order confirming the Approved Plan (the “Confirmation Order”); (iv) the Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement Statement, and the order entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (iiiv) a settlement agreement and any other documents necessary to effectuate the Settlement (the “Settlement Agreement”), to the extent the terms therein are not incorporated into the Plan, the Plan Supplement, or the Confirmation Order; (vi) all other documents that will compose the Plan Supplement, except as provided herein; (vii) the documents or and agreements relating to for the issuance of Exit Financing; (viii) the Convertible Series A Preferred Stock Backstop Commitment Letter and the Series B Preferred Stockother documents and agreements governing the Backstop Financing (collectively, including the backstop commitment agreement for the Rights Offering (the “BCABackstop Agreements”) and the orders order approving the Debtors’ entry into Backstop Agreements, which order may, for the BCA and this Agreement avoidance of doubt, be the Confirmation Order (the “Backstop Approval OrdersOrder”); (ivix) the documents and agreements governing the procedures and arrangements for the solicitation of the New Secured Notes Offering (collectively, the “Notes Offering Procedures”) and the order approving the New Secured Notes Offering, which order may, for the avoidance of doubt, be the Disclosure Statement Order (the “Notes Offering Approval Order”); (x) the Tax Matters Agreement; (xi) the Transition Services Agreement; (xii) the Pension Indemnity Agreement; (xiii) the Cooperation Agreement; and (xiv) any documents or agreements in connection with the Restructuring Transactions and related to for the governance and management of the reorganized Reorganized Debtors following the conclusion of the Chapter 11 Cases, including any constituent documents, certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Ordershareholder or unitholder arrangements. (cb) FurtherThe Restructuring Documents remain subject to negotiation and completion and shall, notwithstanding anything set forth in upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement Agreement, including the Restructuring Term Sheet, the Settlement Term Sheet, and forms of each exhibit annexed to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Restructuring Term Sheet and the Settlement Term Sheet, and shall otherwise subject be in form and substance reasonably acceptable to the reasonable consent and approval each of the Debtors, Honeywell, the Plan SponsorsNRG, and the Requisite Additional Investors. (d) Except as specifically set forth hereinRequired Consenting Noteholders; provided, nothing in any of that the Restructuring Documents set forth in Sections 3(a)(vii), (viii), and (ix) shall impose any restrictions on any Party transferring any of be in form and substance acceptable to the equity of Xxxxxxx following consummation of Backstop Parties, the Restructuring TransactionsDocuments set forth in Sections 3(a)(i), (vi), (x), (xi), (xii), (xiii), and (xiv) shall be in form and substance reasonably acceptable to the GenOn Steering Committee, and the Restructuring Documents set forth in Section 3(a)(vi) shall be in form and substance reasonably acceptable to the GAG Steering Committee.

Definitive Documentation. (a) The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Restructuring DocumentsSolicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) the interim (the “Interim DIP Order”) related to or otherwise utilized to implement, effectuate or govern and final (the Restructuring Transactions shall consist “Final DIP Order”) orders authorizing the use of every cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; (i) the order entered by approving the Bankruptcy Court entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this sectionl) filed by the Parties, to documents identified on Exhibit C hereto that will comprise the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet)Plan Supplement. The Restructuring Documents that remain Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and conditions set forth in, this Agreement (including the Term Sheet), and otherwise g))otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely satisfactory to the extent such documents adversely affect Debtors and those parties holding more than 66.66% of the Additional InvestorsBackstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), the Requisite Additional Investors, and (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lendersshall, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”)Equity Commitment Agreement, the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Disclosure Statement OrderRequired Consenting Second Lien Note Holders”); . The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (iiiother than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Orderas soon as reasonably practicable thereafter. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Restructuring DocumentsSolicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) theany interim (thean “Interim DIP Order”) related to or otherwise utilized to implement, effectuate or govern andor final (the Restructuring Transactions shall consist “Final DIP Order”) orders authorizing the use of every order cash collateral and/or the entry into debtor in possession financing and entered by the Bankruptcy Court after May [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”) executed or amended after May [ ], 2017; (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and every pleading(l) the documents governing the Revolving Facility, motion, proposed order or document Term Loan A and the Alternative Term Loan (but not including any notices, except each as otherwise set forth defined in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Plan Term Sheet); (m) the Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (n) the documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement. The Restructuring Documents that remain Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and conditions set forth in, this Agreement (including the Term Sheet), and g))ii) shall otherwise be in form and substance satisfactory to the Debtors and reasonably acceptable satisfactory to those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit ECommitment held by Senior Commitment Parties (iunder, and as defined, in the Backstop Commitment Agreement) (the Debtors“Required Consenting Senior Note Holders”), and (ii) iv and, other than with respect to items 4, 5, 9, and 11 on Exhibit C hereto, Consenting RBL Lenders holding more than 66.66% of the Plan Sponsors Consenting RBL Facility Claims (the “Required Consenting RBL Lenders”), and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investorsshall, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”)Equity Commitment Agreement, the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Disclosure Statement OrderRequired Consenting Second Lien Note Holders”); . The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (iiiother than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or agreements relating as soon as reasonably practicable thereafter. The Debtors will provide drafts of items 4, 5, 9, and 11 on Exhibit C hereto to the issuance of the Convertible Series A Preferred Stock Consenting RBL Lenders and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements will consider their reasonable comments in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Ordergood faith. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Restructuring DocumentsDefinitive Documentation”) related shall include: (i) the Stone Parties’ Disclosure Statement with respect to or otherwise utilized to implement, effectuate or govern the Plan setting forth the terms and conditions of the Restructuring Transactions shall consist (together with all exhibits thereto, the “Disclosure Statement”) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”); (ii) the Plan, including any plan supplement documents (including, without limitation, the identity of every the officers and directors of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone Parties, and any equityholders’ agreements with respect to the reorganized Stone Parties), the order entered of the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court and every pleading, motion, proposed order or document in respect of the Appalachian Assets (but not including any notices, except as otherwise set forth in this section) filed by the Parties, whether pursuant to the extentAssumption and Procedures Order or other order of the Bankruptcy Court) (the “Bidding Procedures”), in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or order of the implementation or consummation of Bankruptcy Court approving the Appalachia PSA and the transactions contemplated by thereby (the “Appalachia Sale Order”), the motions seeking approval of each of the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The Definitive Documentation identified in Section 4.(a) of this Agreement (including will, after the Term Sheet). The Restructuring Documents that RSA Effective Date, remain subject to negotiation and completion shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth in, of this Agreement (including the Term Sheet)) in all respects, and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely satisfactory to the extent such documents adversely affect Stone Parties, on the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholdersone hand, and (vi) solely to the extent such documents adversely affect Required Consenting Noteholders2, on the economic treatment of the Consenting Equityholdersother hand; provided, the Requisite Consenting Equityholders. (b) The Restructuring Documents include:however, that— (i) the Approved Plan; (ii) form, terms and provisions of the disclosure statement (and all exhibits constitutional, organizational and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materialsStone Parties setting forth the rights of stockholders or noteholders after the Consummation Date, collectivelyincluding, the “Solicitation Materials”)but not limited to, the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formationcharters, bylaws, limited liability company agreements (or equivalent governing documents), employment operating agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.,

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions shall consist of include every order entered by the Bankruptcy Court Court, and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, Debtors at any point prior to the extentTermination Date including, in each case, such orders, pleadings, motions, proposed orders or documents relate without limitation: (a) the Plan (and all exhibits thereto) and the confirmation order with respect to the Restructuring Transactions Plan (the “Confirmation Order”); (b) the Disclosure Statement (and all exhibits thereto); (c) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); and (d) any documents or agreements in connection with the implementation or reorganized Debtors after the date of consummation of the transactions contemplated by this Agreement the Plan (including the Term Sheet“Plan Effective Date”), including, without limitation, any shareholders’ agreements, amended certificates of incorporation or similar organizational documents, or other related transactional or corporate documents. The Restructuring Documents that remain Definitive Documentation identified in the foregoing sentence remains subject to negotiation and completion shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement. Any document that is included within the definition of “Definitive Documentation,” including any amendment, supplement, or modification thereof, shall be in all respects witha form and substance reasonably satisfactory to the Debtors and the Requisite Consenting Creditors; provided, that for documents, terms, and containing provisions of the terms and conditions set forth in, this Agreement Definitive Documentation that constitute a Supermajority Matter (including the Term Sheetas defined below), such documents, terms, and otherwise provisions shall be in form and substance reasonably acceptable to the Debtors and the Requisite Supermajority Consenting Creditors (ias defined below). The Debtors acknowledge and agree that they will provide advance draft copies of all Definitive Documentation at least five (5) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely days prior to the extent date when the Debtors intend to file any such documents adversely affect the Additional Investorspleading or other document (and, the Requisite Additional Investorsif not reasonably practicable, as soon as reasonably practicable prior to filing) to Xxxxxx & Xxxxxxx LLP (iv) solely “Latham”), as counsel to the extent such documents adversely affect the economic treatment of the Prepetition Consenting Incremental Term Loan Lenders, the Requisite Consenting Lendersand Weil, Gotshal & Xxxxxx LLP (v) solely “Weil”), as counsel to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting OpCo Noteholders, and (vi) solely to shall consult in good faith with Latham and Weil regarding the extent form and substance of any such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholdersproposed filing. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Restructuring DocumentsDefinitive Documentation”) shall include: (i) the Plan (and all exhibits thereto) and the Plan Supplement; (ii) the confirmation order with respect to the Plan (the “Confirmation Order”); (iii) the related disclosure statement (and all exhibits thereto) with respect to or otherwise utilized the Plan (the “Disclosure Statement”); (iv) the solicitation materials with respect to implementthe Plan (collectively, effectuate or govern the Restructuring Transactions shall consist “Solicitation Materials”); (v) the order of every order entered by the Bankruptcy Court approving the Disclosure Statement and every pleadingthe Solicitation Materials; (vi) (A) the interim order authorizing use of cash collateral and debtor-in-possession financing, motionon terms consistent with the DIP Term Sheet (the “Interim DIP Order”) and (B) the final order authorizing use of cash collateral and debtor-in-possession financing on terms consistent with the DIP Term Sheet (the “Final DIP Order” and together with the Interim DIP Order, proposed order or document collectively, the “DIP Orders”); (but not vii) the debtor-in-possession credit agreement for the DIP Financing (the “DIP Credit Agreement”) to be entered into in accordance with the DIP Term Sheet and the DIP Orders, including any notices, except amendments or modifications thereto; (viii) the Exit Facility Term Sheet and the Exit Facility Commitment Letters; and (ix) the order of the Bankruptcy Court approving the PVA Entities’ assumption of this Agreement and the Backstop Commitment Agreement (the “Approval Order”). (b) Except as otherwise set forth herein, the Definitive Documentation identified in this sectionSection 3(a) filed by will, after the PartiesRSA Effective Date, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth in, of this Agreement (including the Term Sheet), Exhibits and otherwise Schedules) and be in form and substance reasonably acceptable satisfactory to each of: (i) the Debtors, PVA Entities; (ii) Consenting Noteholders who hold, in the Plan Sponsors aggregate, at least 66.67%% in principal amount outstanding of all Note Claims held by Consenting Noteholders (the “Majority Consenting Noteholders”); and Honeywell, except as otherwise set forth herein, (iii) solely to Consenting RBL Lenders who hold, in the extent such documents adversely affect the Additional Investorsaggregate, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment at least 66.67% in principal amount outstanding of the Prepetition Lenders, the Requisite all RBL Claims held by Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan RBL Lenders (the “Disclosure Statement”), Majority Consenting RBL Lenders,” and together with the other solicitation materials in respect of the Approved Plan (such materialsMajority Consenting Noteholders, collectively, the “Solicitation MaterialsRequired Consenting Creditors”); provided, however, any Plan exhibits (including those documents included in the Plan Supplement) related solely to the allocation or ownership of the New Common Stock and/or corporate governance matters shall be satisfactory to the Majority Consenting Noteholders only. For the avoidance of doubt, when used herein, the motion to approve term “Required Consenting Creditors” shall require the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and independent approval of the Debtors, Honeywell, the Plan Sponsors, Majority Consenting RBL Lenders and the Requisite Additional InvestorsMajority Consenting Noteholders. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Restructuring DocumentsSolicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) any interim (an “Interim DIP Order”) related to or otherwise utilized to implement, effectuate or govern final (the Restructuring Transactions shall consist “Final DIP Order”) orders authorizing the use of every order cash collateral and/or the entry into debtor in possession financing and entered by the Bankruptcy Court after May [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”) executed or amended after May [ ], 2017; (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; (l) the documents governing the Revolving Facility, Term Loan A and every pleading, motion, proposed order or document the Alternative Term Loan (but not including any notices, except each as otherwise set forth defined in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Plan Term Sheet); (m) the Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (n) the documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement. The Restructuring Documents that remain subject to negotiation and completion Definitive Documentation identified in the foregoing sentence (i) shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth inof this Agreement, this Agreement (including the Term Sheet), and ii) shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely satisfactory to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely Debtors and reasonably satisfactory to the extent such documents adversely affect the economic treatment those parties holding more than 66.66% of the Prepetition Lenders, the Requisite Consenting Lenders, Backstop Commitment held by Senior Commitment Parties (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholdersunder, and as defined, in the Backstop Commitment Agreement) (vithe “Required Consenting Senior Note Holders”) solely and, other than with respect to the extent such documents adversely affect the economic treatment items 4, 5, 9, and 11 on Exhibit C hereto, Consenting RBL Lenders holding more than 66.66% of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan RBL Facility Claims (the “Disclosure StatementRequired Consenting RBL Lenders”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every the following: (a) this Agreement; (b) the credit agreements and any term sheets relating to the DIP Financing; (c) the interim and final orders authorizing the DIP Financing; (d) the chapter 11 plan of reorganization implementing the Restructuring (as amended, supplemented, or otherwise modified from time to time and together with all exhibits and supplements thereto, the “Plan”) and its ballots and solicitation procedures; (e) the related disclosure statement with respect to the Plan (the “Disclosure Statement”); (f) the supplement to the Plan (the “Plan Supplement”) including, without limitation, any documents or agreements for the governance of Aegean following the conclusion of the Chapter 11 Cases (“Reorganized Aegean”), including any constituent documents, certificates of incorporation, bylaws, or other shareholder or unitholder arrangements (the “Corporate Governance Documents”); (g) an order entered by of the Bankruptcy Court approving the Disclosure Statement and every pleadingall solicitation materials in respect of the Plan (the “Solicitation Materials”); (h) an order confirming the Plan (the “Confirmation Order”); (i) any exit financing agreements, motioncollateral, proposed order or document other related documents; (but not j) the New Warrant Agreement; (k) the Registration Rights Agreement; (l) the trust agreement and other documents related to the Litigation Trust; (m) all “first day” orders; and (n) such other agreements and documentation (including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such related orders, pleadings, motions, proposed orders applications, agreements, instruments, schedules or documents relate exhibits) reasonably desired or necessary to the Restructuring Transactions or the implementation or consummation of consummate and document the transactions contemplated by this Agreement (including Agreement, the Restructuring Term Sheet), and the Plan. The Restructuring Documents that not executed or in a form attached to this Agreement as of the Agreement Effective Date remain subject to negotiation and completion shall upon completion. Upon completion, the Restructuring Documents and every other document, deed, agreement, filing, notification, letter, or instrument related to the Restructuring shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, as it may be modified, amended, or supplemented in all respects withaccordance with Section [15]. Further, and containing the Restructuring Documents not executed or in a form attached to this Agreement as of the Agreement Effective Date shall contain terms and conditions set forth in, consistent in all material respects with this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement Aegean and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.Required Consenting Stakeholders.3

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document all documents (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such related orders, pleadingsagreements, motionsinstruments, proposed orders schedules, or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions exhibits) that are contemplated by this Agreement (including and referenced in the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completionPlan, contain termsincluding, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents includewithout limitation: (i) the Approved PlanPlan (and all exhibits and other documents and instruments related thereto); (ii) the documents governing the New OpCo Notes and, if applicable, the Additional New OpCo Notes (and any agreements, documents or instruments related thereto); (iii) the Backstop Commitment Agreement and Rights Offering Procedures (and all exhibits and other documents and instruments related thereto); (iv) the documents comprising the supplement to the Plan (the “Plan Supplement”), which shall include, without limitation, the revised charter and other organizational documents for the Ultra Entities; (v) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), ; (vi) the other solicitation materials in with respect of to the Approved Plan (such materials, collectively, the “Solicitation Materials”), ; (vii) the motion to approve seeking approval of the Disclosure Statement and materials related thereto and the order of the Bankruptcy Court approving the adequacy of the Disclosure Statement and Solicitation Materials and approving the Rights Offering Procedures (the “Disclosure Statement Order”); (iiiviii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering motion (the “BCAApproval Motion”) and seeking an order of the orders Bankruptcy Court (i) approving the DebtorsUltra Entities’ entry into the BCA Backstop Commitment Agreement and the Commitment Premium (as defined therein) and (ii) providing that the Commitment Premium and Expense Reimbursement shall constitute allowed administrative expenses of the Debtors’ estates and shall be payable by the Ultra Entities as provided in this Agreement and the Backstop Commitment Agreement (such order, the “Approval OrdersOrder”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (viix) the order of the Bankruptcy Court confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order). (cb) Further, notwithstanding anything set forth The Definitive Documentation identified in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx Section 3(a) shall each be consistent in all material respects with with, and shall otherwise conform to, the terms and conditions set forth in this Agreement (and the respective Exhibits and Schedules attached hereto and thereto, including the Plan Term Sheet and the Backstop Commitment Agreement) (in each case as amended or modified, as they may be amended or otherwise subject modified from time to time in accordance with the terms hereof) and shall be in form and substance reasonably satisfactory to the reasonable consent Ultra Entities and approval each of: (i) Consenting HoldCo Noteholders who hold, in the aggregate, as of the Debtorsdate of determination, Honeywellat least 66.67 percent in principal amount outstanding of all HoldCo Notes held by Consenting HoldCo Noteholders as of such date (the “Majority Consenting HoldCo Noteholders”); and (ii) Consenting HoldCo Equityholders who hold, in the aggregate, as of the date of determination, at least 66.67 percent of the HoldCo Equity Interests held by Consenting HoldCo Equityholders as of such date (the “Majority Consenting HoldCo Equityholders,” and, together with the Majority Consenting HoldCo Noteholders, collectively, the Plan Sponsors“Required Consenting Parties”); provided, however, that notwithstanding anything to the contrary in this Agreement or the exhibits or schedules attached hereto, the Backstop Commitment Agreement and Approval Order shall be in form and substance reasonably acceptable to (i) the Requisite Additional Investors. (d) Except HoldCo Noteholder Backstop Parties that hold, as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any date of determination, at least 66.67 percent in principal amount outstanding of all HoldCo Notes held by HoldCo Noteholder Backstop Parties as of such date (the “Majority HoldCo Noteholder Backstop Parties”) and (ii) Equityholder Backstop Parties that hold, as of the equity date of Xxxxxxx following consummation determination, at least 66.67 percent in principal amount outstanding of all HoldCo Equity Interests held by Equityholder Backstop Parties as of such date (the Restructuring Transactions“Majority Equityholder Backstop Parties”).

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, ; (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, ; (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, ; (iv) solely to the extent such documents adversely affect the economic plan treatment of the Prepetition Lenders, the Requisite Consenting Lenders, ; and (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the Credit Facilities or the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) BCA and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document of: (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (iia) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan ); (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vib) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. ; (c) Furtherthe disclosure statement (the “Disclosure Statement”) and the other solicitation materials in respect of the Plan (such materials, notwithstanding anything collectively, the “Solicitation Materials”); (d) the documentation with respect to the DIP Facility, including the DIP Note, the Interim DIP Order, the Final DIP Order, the DIP Motion, and all other motions, notices, declarations, orders, stipulations, or other documents related to the DIP Note (collectively, the “DIP Documentation”); (f) the documentation with respect to the Senior Secured Note, the Secured Subordinated Note, and the General Unsecured Note; (g) the documentation with respect to the Exit Facility, including the Exit Facility Agreement and any and all other agreements, documents, certificates and instruments delivered or to be entered into in connection therewith (collectively, the “Exit Facility Documents”); (g) the certificates of incorporation, limited liability company agreements, bylaws, and other organizational and stockholders agreements and documents (as applicable) of the Reorganized Debtors; and (h) all other documents that will comprise the Plan Supplement(s) or are otherwise related to the Plan. The Definitive Documentation remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance reasonably acceptable to the contraryDebtors; provided, that, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx Exit Facility Documents shall be in form and substance reasonably acceptable to the Debtors and the Plan Co- Proponent and consistent in all material respects with the Exit Facility Term Sheet and otherwise subject attached as an exhibit to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional InvestorsSupplement. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions shall consist of include every order entered by the Bankruptcy Court Court, and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, Debtors at any point prior to the extentTermination Date including, in each case, such orders, pleadings, motions, proposed orders or documents relate without limitation: (a) the Plan (and all exhibits thereto) and the confirmation order with respect to the Restructuring Transactions Plan (the “Confirmation Order”); (b) the Disclosure Statement (and all exhibits thereto); (c) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); and (d) any documents or agreements in connection with the implementation or reorganized Debtors after the date of consummation of the transactions contemplated by this Agreement the Plan (including the Term Sheet“Plan Effective Date”), including, without limitation, any shareholders’ agreements, amended certificates of incorporation or similar organizational documents, or other related transactional or corporate documents. The Restructuring Documents that remain Definitive Documentation identified in the foregoing sentence remains subject to negotiation and completion shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement. Any document that is included within the definition of “Definitive Documentation,” including any amendment, supplement, or modification thereof, shall be in all respects witha form and substance reasonably satisfactory to the Debtors and the Requisite Consenting Creditors; provided, that for documents, terms, and containing provisions of the terms and conditions set forth in, this Agreement Definitive Documentation that constitute a Supermajority Matter (including the Term Sheetas defined below), such documents, terms, and otherwise provisions shall be in form and substance reasonably acceptable to the Debtors and the Requisite Supermajority Consenting Creditors (ias defined below). The Debtors acknowledge and agree that they will provide advance draft copies of all Definitive Documentation at least five (5) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely days prior to the extent date when the Debtors intend to file any such documents adversely affect the Additional Investorspleading or other document (and, the Requisite Additional Investorsif not reasonably practicable, as soon as reasonably practicable prior to filing) to Xxxxxx & Xxxxxxx LLP (iv) solely “Latham”), as counsel to the extent such documents adversely affect the economic treatment of the Prepetition Consenting Incremental Term Loan Lenders, the Requisite Consenting Lendersand Xxxx, Gotshal & Xxxxxx LLP (v) solely “Weil”), as counsel to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting OpCo Noteholders, and (vi) solely to shall consult in good faith with Xxxxxx and Weil regarding the extent form and substance of any such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholdersproposed filing. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (each, including all amendments, modifications and supplements thereto, a “Definitive Document” and collectively, the “Definitive Documentation”) shall include: (i) the Plan and all exhibits thereto (including the compilation of documents and forms of documents, schedules, and exhibits to the Plan that will be filed by the Debtors with the Bankruptcy Court in accordance with this Agreement (the “Plan Supplement”), including the exhibit to the Plan Supplement that will set forth the material components of the transactions that are required to effectuate the Restructuring contemplated by this Agreement and the Plan Supplement, including any “restructuring steps memo,” “tax steps memo” or other document describing steps to be taken and the related tax considerations in connection with the Restructuring (the “Restructuring Transactions Exhibit”)); (ii) the confirmation order with respect to the Plan (the “Confirmation Order”) and any pleadings in support of entry thereof; (iii) the order with respect to the Disclosure Statement (the “Disclosure Statement Order”) (including the Disclosure Statement and Solicitation Motion (as defined herein)); (iv) the solicitation materials with respect to the Plan, including the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”) (collectively, the “Restructuring DocumentsSolicitation Materials”); (v) (A) the interim order authorizing, among other things, the Debtors to use cash collateral and obtain debtor-in-possession financing (the “Interim DIP Order”), (B) the final order authorizing, among other things, the Debtors to use cash collateral and obtain debtor-in-possession financing (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”), and (C) the debtor-in-possession credit agreement and note purchase agreement (the “DIP Facility Agreement”) and all related documentation, including any budget (the “DIP Budget”) or term sheet (the “DIP Term Sheet”) related thereto, regarding the debtor-in-possession financing including any equity conversion processes or mechanisms relating thereto (collectively, the “DIP Financing Documents” and, such financing, the “DIP Financing”); (vi) all documentation related to or otherwise utilized to implement, effectuate or govern any exit financing for the Restructuring Transactions shall consist (collectively, the “Exit Financing Documents”); (vii) all documentation related to the new money rights offering, which will be offered pursuant to section 1145 of every the Bankruptcy Code and/or any other applicable law, including, without limitation, under section 4(a)(2) of the Securities Act (the “Rights Offering”), including the order entered by authorizing the Debtors to enter into the Backstop Agreement (the “Backstop Approval Order”) and the procedures for the implementation of the Rights Offering (the “Rights Offering Procedures”) (collectively with the Backstop Agreement, the “Rights Offering Documents”); (viii) the backstop agreement with respect to the Rights Offering (the “Backstop Agreement”); (ix) any “key employee” retention or incentive plan and any motion, declaration or order related thereto; (x) all “first day” motions, applications, and other documents that any Debtor intends to file with the Bankruptcy Court and every pleading, motion, seeks to have heard on an expedited basis at the “first- day hearing” in the Chapter 11 Cases and any proposed order orders related thereto; (xi) all documentation addressing or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, relating to the extentXX Xxxx Settlement (as defined herein) (the “XX Xxxx Settlement Documents”) and/or the Xxxx Xxxx Settlement (as defined herein) (the “Xxxx Xxxx Settlement Documents”); (xii) any other material documents, in each caseagreements, such ordersmotions, pleadings, motionssupplements, proposed orders briefs, applications, orders, and other filings with the Bankruptcy Court, including any term sheets in respect thereof related to any of the foregoing or documents relate as may be reasonably necessary or advisable to implement the Restructuring; and (xiii) to the Restructuring Transactions extent not included, any motions and related proposed orders, or the implementation amendment or consummation modification of any order, related to each of the transactions contemplated by above. (b) The Definitive Documentation identified in Section 3(a) not executed or in a form attached to this Agreement (including will, after the Term Sheet). The Restructuring Documents that RSA Effective Date, remain subject to negotiation and completion completion. The Definitive Documentation, including all amendments and modifications thereto and including all forms thereof filed with the Bankruptcy Court, shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth in, of this Agreement (including the Term Sheet), and otherwise shall be at all times in form and substance reasonably acceptable to (i) the Debtors, Debtors and (ii) the Plan Sponsors and HoneywellConsenting 2026 Noteholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the 2026 Notes Claims held by all Consenting 2026 Noteholders at the time of such consent (the “Majority Consenting 2026 Noteholders”); provided, except as otherwise set forth hereinthat, without limiting the foregoing, (iiiA) the Plan, the Plan Supplement, the DIP Orders, the DIP Facility Agreement, the Backstop Agreement, the Backstop Approval Order and the Confirmation Order shall be in form and substance acceptable to the Debtors and the Majority Consenting 2026 Noteholders; (B) (x) the XX Xxxx Settlement Documents and (y) any other Definitive Document to the extent related to or concerning the Plan treatment of the Bond Green Bonds to the extent materially and adversely inconsistent with this Agreement (including as may be amended), shall, in each case, be reasonably acceptable to the Debtors and the Consenting Bond Green Bondholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the Bond Green Bonds Claims held by all Consenting Bond Green Bondholders at the time of such consent (the “Majority Consenting Bond Green Bondholders”); (C) (x) the Xxxx Xxxx Settlement Documents and (y) any other Definitive Document to the extent related to or concerning the Plan treatment of the Xxxx Xxxxx Bonds to the extent materially and adversely inconsistent with this Agreement (including as may be amended), shall, in each case, be reasonably acceptable to the Debtors and the Consenting Xxxx Xxxxx Bondholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the Xxxx Xxxxx Bonds Claims held by all Consenting Xxxx Xxxxx Bondholders at the time of such consent (the “Majority Consenting Xxxx Xxxxx Bondholders”); and (D) any Definitive Document, to the extent related to or concerning (x) the use of prepetition cash collateral, adequate protection or stipulations and findings relating to the Senior Secured Credit Facility Claims, (y) the Plan treatment of the Senior Secured Credit Facility Claims to the extent materially and adversely inconsistent with this Agreement (including as may be amended) and (z) the Exit Financing Documents (solely to the extent the Senior Secured Credit Facility Claims convert to obligations under such documents adversely affect the Additional Investors, the Requisite Additional Investors, (ivExit Financing) solely shall be reasonably acceptable to the extent such documents adversely affect Debtors and the economic treatment Consenting Senior Secured Credit Facility Lenders holding at least one-half in dollar amount of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment aggregate outstanding principal amount of the Senior Notes, Secured Credit Facility Claims held by all Consenting Senior Secured Credit Facility Lenders at the Requisite Consenting Noteholders, and (vi) solely to the extent time of such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan consent (the “Disclosure StatementMajority Consenting Senior Secured Credit Facility Lenders”); provided further, that any provision of any Definitive Document setting out allocations of the DIP Financing or any backstop of the Rights Offering or Exit Financing shall be acceptable to the Debtors and the ad hoc group of those holders of Company Claims/Interests, including the 2026 Notes Claims (the “Ad Hoc Group”) represented by Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxx”), the other solicitation materials in respect of the Approved Plan as legal counsel, and Evercore Group L.L.C. (such materials, collectively, the “Solicitation MaterialsEvercore”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stockas financial advisor, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases(collectively, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation OrderAd Hoc Group Advisors”) and pleadings in support of entry of the Confirmation Order). (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, Debtors at any point prior to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate Termination Date related to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (Transactions, including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents includewithout limitation: (i) the Approved Plan; (ii) the disclosure statement Confirmation Order and pleadings in support of entry of the Confirmation Order; (and all exhibits and other documents and instruments related theretoiii) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement Statement, and the order entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (iiiiv) all other documents that will comprise the Plan Supplement, except as provided herein; (v) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock Cash Collateral Orders and the Series B Preferred Stock, including motion to approve the backstop commitment agreement for Cash Collateral Orders; (vi) the Rights Offering first-day pleadings identified on Schedule 1 attached hereto and any other customary first-day pleadings that the Debtors determine are necessary or desirable to file (the “BCAFirst Day Pleadings”) and the all orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”)sought pursuant thereto; (ivvii) any documents or agreements in connection with for any exit facility, including the Restructuring Transactions New First Lien Exit Facility, including, without limitation, a credit agreement and related to an intercreditor agreement governing the New First Lien Exit Facility and the New Convertible Debt; (viii) any documents or agreements for the governance and management of the reorganized Reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plancertificates of incorporation; and (viix) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive any documents or agreements for the post-Effective Date governance Management Incentive Plan and any new employment contracts for current employees of reorganized Xxxxxxx the Debtors. (b) The Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the forms of each exhibit annexed to the Term Sheet, and shall otherwise be in form and substance reasonably acceptable to each of the Debtors and the Required Consenting Creditors; provided that the Restructuring Documents set forth in Section 3(v), (vii), (viii), (ix), and (iv), to the extent such documents relate to (vii), (viii), or (ix), shall be consistent in all material respects with the Term Sheet and otherwise subject deemed acceptable to the reasonable consent Required Senior Unsecured Creditors if in form and approval substance reasonably acceptable only to each of the Debtors, Honeywell, the Plan SponsorsRequired First Lien Creditors, and the Requisite Additional Investors. (d) Except as specifically set forth Required Second Lien Creditors. As used herein, nothing in the term “Required Consenting Creditors” means, at any relevant time, Consenting Creditors holding more than 50% by principal amount outstanding of the Restructuring Documents shall impose any restrictions on any Party transferring any First Lien Credit Agreement Claims held by the Consenting Creditors (the “Required First Lien Creditors”), Consenting Creditors holding more than 50% by principal amount outstanding of the equity of Xxxxxxx following consummation Second Lien Note Claims held by the Consenting Creditors (the “Required Second Lien Creditors”), and Consenting Creditors holding more than 50% by principal amount outstanding of the Restructuring TransactionsUnsecured Senior Note Claims held by the Consenting Creditors (the “Required Senior Unsecured Creditors”).

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Sponsors, and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (ivii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (viii) solely to the extent such documents adversely affect the economic treatment of the Senior NotesNoteholders, the Requisite Consenting Noteholders, and (viiv) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including ; (iv) the backstop commitment agreement for the Rights Offering DIP Documents (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”as applicable); (ivv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vvi) all other documents that will comprise the supplement to the Approved Plan; and (vivii) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be subject to the reasonable consent and approval of Honeywell and the Plan Sponsors and shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional InvestorsSheet. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) 3.01. The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, implement or effectuate or govern the Restructuring Transactions (collectively, the “Definitive Documentation”) shall consist include, without limitation, the following: (A) the Amended Plan and its exhibits, ballots, and solicitation procedures; (B) the Confirmation Order; (C) the Disclosure Statement; (D) the order of every order entered by the Bankruptcy Court approving the Disclosure Statement and every pleadingthe other Solicitation Materials; (E) the Plan Supplement; (F) the New Convertible Notes indenture and any related documentation; (G) the documentation issuing and setting forth the rights, motionpreferences and privileges of the New Common Equity Interests; (H) the Registration Rights Agreement, proposed order or document if any; (but not including I) the Company Corporate Governance Documents; (J) the New Notes indenture and any notices, except as otherwise set forth in this sectionrelated documentation; (K) filed by the Parties, New Bank Term Loan Facility Documents; (L) the New Bank Borrower Corporate Governance Documents; (M) the motion seeking authority to perform pursuant to the extent, in each case, terms of this Agreement; and (N) such orders, pleadings, motions, proposed orders other agreements and documentation reasonably desired or documents relate necessary to the Restructuring Transactions or the implementation or consummation of consummate and document the transactions contemplated by this Agreement (including Agreement, the Plan Term Sheet), and the Amended Plan. 3.02. The Restructuring Documents that remain subject to negotiation and completion shall upon Upon completion, the Definitive Documentation and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth inof this Agreement, as they may be modified, amended, or supplemented in accordance with Section 12. Further, the Definitive Documentation not executed or in a form attached to this Agreement (including as of the Term Sheet), and Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Noteholders; provided that the Definitive Documentation, other than (iE) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect it does not relate to the Additional InvestorsNew Bank Term Loan Facility Documents, the Requisite Additional InvestorsConsenting Bank Lenders, or their treatment, rights or obligations), (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting LendersF), (v) solely to the extent such documents adversely affect the economic treatment of the Senior NotesG), the Requisite Consenting Noteholders(H), (I), and (vi) solely J), shall be in form and substance also reasonably acceptable to the extent Required Consenting Bank Lenders, such documents approval not to be unreasonably withheld; provided further that, notwithstanding the foregoing, the Company Corporate Governance Documents shall be acceptable only to the Required Consenting Non-Crossholders and the Required Consenting Crossholders; provided further that the Required Consenting Non-Crossholders and the Required Consenting Crossholders will consult with the Company Parties regarding such Company Corporate Governance Documents, provided, that nothing in the Company Corporate Governance Documents shall adversely affect impact the economic treatment recovery of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect holders of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything Common Equity Interests as set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional InvestorsTerm Sheet. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Restructuring DocumentsDefinitive Documentation”) shall include: (i) the Plan (and all exhibits thereto), including any plan supplement documents (including, without limitation, any governance documents for the reorganized Chaparral Parties and any equityholders’ agreements with respect to the reorganized Chaparral Parties that are proposed to be filed in connection therewith); (ii) the confirmation order with respect to the Plan (the “Confirmation Order”); (iii) the related disclosure statement (and all exhibits thereto) with respect to or otherwise utilized the Plan (the “Disclosure Statement”); (iv) the solicitation materials with respect to implementthe Plan (collectively, effectuate or govern the Restructuring Transactions shall consist “Solicitation Materials”); (v) an order of every order entered by the Bankruptcy Court approving the Disclosure Statement and every pleading, motion, proposed the Solicitation Materials; (vi) an order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by Bankruptcy Court approving the Chaparral Parties’ entry into, and performance under, this Agreement (including the “PSA Approval Order”); (vii) an order or orders of the Bankruptcy Court approving the Chaparral Parties’ entry into, and performance under, the Backstop Commitment Agreement (the “BCA Approval Order”) and the Mandate Letter (the “Mandate Letter Approval Order”); (viii) a retirement agreement with respect to Mr. Xxxx Xxxxxxx (“Xxxxxxx”) that is consistent with Exhibit 2 to the Plan Term SheetSheet (the “Retirement Agreement and General Release”). The Restructuring Documents ; (ix) consulting agreements with respect to CCMP Capital Advisors, LLC, HOOPP, and Altoma Energy (or their respective applicable affiliates) that are consistent with the form of consulting agreement attached as Exhibit 3 to the Plan Term Sheet (the “Consulting Agreements”); (x) an order of the Bankruptcy Court approving the Chaparral Parties’ entry into, and performance under, a new hedging program (the “Hedging Program”) in accordance with the motion and proposed order attached as Exhibit E hereto (the “Hedging Order”); (xi) new warrant agreements that are consistent with the Retirement Agreement and General Release and the Consulting Agreements; (xii) the registration rights agreement with respect to the New Equity Interests consistent with the term sheet attached as Exhibit F hereto; (xiii) the Cash Collateral Order (as defined below); (xiv) the motions seeking approval of each of the above as well as any supplements thereto and exhibits thereof; and (xv) any document or filing identified in the Plan Term Sheet as being subject to approval or consent rights under Section 3(b) of this Agreement. (b) Any Definitive Documentation identified in Section 3.(a) of this Agreement that is not attached hereto as an exhibit or part of an exhibit will, after the PSA Effective Date, remain subject to negotiation and completion shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth in, of this Agreement (including the Term Sheet)exhibits) in all respects, and shall otherwise be in form and substance satisfactory to the Chaparral Parties, those Consenting Noteholders that are members of the Ad Hoc Committee (as defined below) who hold, in the aggregate, at least 50% in principal amount outstanding of all Unsecured Notes Claims held by all Consenting Noteholders that are members of the Ad Hoc Committee (the “Required Consenting Noteholders”), and those Consenting Prepetition Lenders who hold, in the aggregate, at least 50% in principal amount outstanding of all Prepetition Credit Agreement Claims held by Consenting Prepetition Lenders (the “Required Consenting Prepetition Lenders” and, together with the Required Consenting Noteholders, the “Required Consenting Creditors”); provided, however, that to the extent the corporate governance documents, equityholders’ agreements, and the Backstop Commitment Agreement are inconsistent with this Agreement and the Definitive Documentation, then such documents shall be in form and substance acceptable to the Chaparral Parties and the Required Consenting Noteholders and reasonably acceptable to (i) the DebtorsRequired Consenting Prepetition Lenders. For the avoidance of doubt, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth when used herein, (iii) solely to the extent such documents adversely affect term “Required Consenting Creditors” shall require the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment independent approval of both of the Required Consenting Noteholders and the Required Consenting Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions Transaction shall consist of include every order entered by the Bankruptcy Court Court, and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the PartiesDebtors, to for so long as this Agreement has not been terminated in accordance with the extentterms hereof, in each case, such orders, pleadings, motions, proposed orders or documents relate related to the Restructuring Transactions Transaction including, without limitation: (a) the motion authorizing the assumption of or the implementation or consummation of the transactions contemplated by Debtors’ entry into this Agreement (the “RSA Approval Motion”); (b) the order of the Bankruptcy Court approving the RSA Approval Motion (the “RSA Approval Order”); (c) any “first day” motions (the “First Day Motions”); (d) the order approving the DIP Motion (as defined below) on an interim basis (the “Interim DIP Order”) and on a final basis (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”) approving the DIP Loan Documentation (as defined in the Plan) and/or regarding the use of cash collateral; (e) the Plan (including all exhibits, schedules, supplements, appendices, annexes and attachments thereto) and the Term Sheetconfirmation order with respect to the Plan (the “Confirmation Order”); (f) the disclosure statement for the Plan prepared and distributed in accordance with, among other things, sections 1125, 1126(b), and 1145 of the Bankruptcy Code, Rule 3018 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and other applicable law, and all exhibits, schedules, supplements, modifications and amendments thereto (the “Disclosure Statement”); (g) the order of the Bankruptcy Court approving the Disclosure Statement and the solicitation of votes in connection with the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code (the “Disclosure Statement Order”); (h) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (i) any documents or agreements in connection with any exit facility (if any); (j) any documents or agreements in connection with the governance of HoldCo following the conclusion of the Chapter 11 Cases (“Reorganized HoldCo”), including any shareholders’ agreements and certificates of incorporation; (k) the Divestment Letter Agreement and any other documents or agreements related to the LLA Override (as defined in the Plan); (l) any documents or agreements related to the Management Incentive Plan (as defined in the Plan). (m) any documents or agreements related to the New Warrants (as defined in the Plan); (n) any documents or agreements related to the New Common Stock (as defined in the Plan); and (o) any documents or agreements related to the Employment Agreement (as defined in the Plan) and the ongoing employment of Xxxxxxx X. Xxxxxxx by Reorganized HoldCo. The Restructuring Documents that remain Certain of the Definitive Documentation identified in this Section 2 remains subject to negotiation and completion shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth inof this Agreement. Any document that is included within the definition of “Definitive Documentation,” including any amendment, this Agreement (including the Term Sheet)supplement, and otherwise or modification thereof, shall be in form and substance reasonably acceptable to the Debtors and the Requisite Majority Consenting Noteholders (i) as defined below); provided that the Debtors, (ii) economic and adequate protection provisions of the Plan Sponsors DIP Orders shall be in form and Honeywell, except as otherwise set forth herein, (iii) solely substance acceptable to the extent such documents adversely affect Debtors and the Additional Investors, Restructuring Support Parties identified on the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment signature pages hereto as of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan date hereof (the “Disclosure StatementInitial Restructuring Support Parties”), the other solicitation materials in respect ) for so long as such Initial Restructuring Support Parties hold at least 85% of the Approved Plan (such materialsFirst Lien Notes and at least 85% of the Second Lien Notes. Venoco acknowledges and agrees that it will provide advance draft copies of all Definitive Documentation, collectivelyas soon as reasonably practicable prior to filing, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating counsel to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements Restructuring Support Parties identified in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation OrderSection 23 hereof. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Sponsors, and Honeywell, except as otherwise set forth herein, (iiiii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iviii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (viv) solely to the extent such documents adversely affect the economic treatment of the Senior NotesNoteholders, the Requisite Consenting Noteholders, and (viv) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including ; (iv) the backstop commitment agreement for the Rights Offering DIP Documents (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”as applicable); (ivv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vvi) all other documents that will comprise the supplement to the Approved Plan; and (vivii) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court, the U.S. Bankruptcy Court and the U.K. Court, and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the PartiesDebtors in the Judicial Reorganization, the Chapter 15 Proceedings or the U.K. Proceedings at any point prior to the extenttermination of this Agreement, including without limitation: (i) the Agreed Plan; (ii) the Commitment Agreements; (iii) the order by the Bankruptcy Court confirming the Agreed Plan (the “Confirmation Order”); (iv) the orders recognizing and enforcing the provisions of the Confirmation Order in each case, such orders, pleadings, motions, proposed orders the Recognition Proceedings and/or obtaining any ancillary relief in the Recognition Proceedings necessary or documents relate appropriate to consummate the Agreed Plan (the “Recognition Orders”); (v) the composition plan for Oi Coop in the courts of the Netherlands (the “Dutch Proceedings”) to the Restructuring Transactions extent such plan is proposed by the Debtor (such plan, the “Debtor Composition Plan”); (vi) all documents and agreements governing the issuance or the implementation or consummation terms of the transactions contemplated Warrants; (vii) all documents and agreements governing the issuance or terms of the New Notes; (viii) all documents and agreements governing the issuance or terms of the Convertible Debentures; (ix) the escrow agreement (the “Escrow Agreement”) entered into in accordance with Section 4(c)(viii) of this Agreement; (x) any registration rights agreements; (xi) the Offering Procedures and the procedures for conducting the Bookbuilding; and (xii) any and all other documents or agreements agreed by this Agreement the Required Investors to be necessary to implement the Restructuring. (including the Term Sheet). b) The Restructuring Documents that Documents, including any amendments thereto, remain subject to negotiation and completion shall and shall, upon completion, contain terms, conditions, representations, warranties, warranties and covenants consistent in all respects withwith the terms of this Agreement, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance reasonably acceptable to the Required Investors; provided that the Restructuring Documents, including any amendments thereto, set forth in Sections 3(a)(vii), (iviii), (ix) and (x) shall be in form and substance acceptable to the DebtorsRequired Investors, and the Restructuring Documents, including any amendments thereto, set forth in Sections 3(a)(i), (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely shall be in form and substance acceptable to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Ordereach Initial Investor. (c) FurtherThe Debtors will use commercially reasonable efforts to provide draft copies of all documents that the Debtors intend to file with the Bankruptcy Court, notwithstanding anything set forth the U.S. Bankruptcy Court, the U.K. Court or in this Agreement Dutch Proceedings to the contrary, Investors through their respective counsel at least two (2) days before the definitive date on which Debtors intend to file such documents or agreements for as soon as reasonably practicable thereafter[; provided that the post-Effective Date governance of reorganized Xxxxxxx Agreed Plan, including any proposed amendments thereto, shall be consistent in all material respects with provided at least three (3) business days before the Term Sheet and otherwise subject date on which the Debtors intend to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investorsfile. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include, without limitation: (i) this Agreement (as amended, modified, or otherwise supplemented); (ii) the Plan and any exhibit to the Plan or document contained in a supplement to the Plan that is not otherwise identified herein or in the Restructuring DocumentsTerm Sheet; (iii) the order confirming the Plan (the “Confirmation Order”) and any motion or other pleadings related to the Plan, all exhibits thereto, or confirmation of the Plan; (iv) a disclosure statement and all exhibits thereto with respect to the Plan (the “Disclosure Statement”) and the solicitation materials (including the Rights Offering Procedures) with respect to the Plan (the “Solicitation Materials”); (v) the (A) motion by the Debtors seeking an order from the Bankruptcy Court (1) granting approval of the Solicitation Materials and the Disclosure Statement, (2) scheduling a hearing for confirmation of the Plan, and (3) approving the Rights Offering Procedures (such order, the “Solicitation Order”), and (B) Solicitation Order; (vi) the (A) interim order authorizing the use of cash collateral and approving the DIP ABL Facilities and DIP Term Loan Facility (together, the “DIP Facilities”) on terms consistent with the Restructuring Term Sheet and the DIP Agreements (the “Interim DIP Order”), (B) the final order authorizing the use of cash collateral and approving the DIP Facilities on terms consistent with the Restructuring Term Sheet and the DIP Agreements (the “Final DIP Order” and together with the Interim DIP Order, the “DIP Orders”), and (C) any motions or other pleadings or documents to be filed in support of the entry of the DIP Orders; (vii) the DIP TL Credit Agreement to be entered into in accordance with the Restructuring Term Sheet and the DIP Orders, including any amendments, modifications, or supplements thereto, and together with any related notes, certificates, agreements, security agreements, documents, and instruments (including any amendments, supplements, or modifications of any of the foregoing) related to or otherwise utilized executed in connection therewith (collectively, the “DIP TL Documents”); (viii) the DIP ABL Agreement to implement, effectuate or govern be entered into in accordance with the Restructuring Transactions Term Sheet and the DIP Orders, including any amendments, modifications, or supplements thereto, and together with any related notes, certificates, agreements, letters of credit, security agreements, documents, and instruments (including any amendments, supplements, or modifications of any of the foregoing) related to or executed in connection therewith (collectively, the “DIP ABL Documents” and together with the DIP TL Documents, the “DIP Documents”); (ix) the credit agreement for the Exit ABL Facility (the “Exit ABL Credit Agreement”) to be entered into in accordance with the Restructuring Term Sheet, including any amendments, modifications, or supplements thereto, and together with any related notes, certificates, agreements, letters of credit, security agreements, documents, and instruments (including any amendments, modifications, or supplements of any of the foregoing) related to or executed in connection therewith (collectively, the “Exit ABL Documents”); (x) the terms, conditions, and procedures setting forth the method to conduct the Rights Offering (the “Rights Offering Procedures”), and any amendments, modifications, or supplements thereto, and together with any related agreements, documents, or instruments thereto; (xi) the (A) agreement setting forth (1) the identities of the Backstop Parties (including any third-parties other than Consenting Noteholders) for the Rights Offering and (2) the terms and conditions of the Rights Offering, the Backstop Commitments, and the payment of consideration to the Backstop Parties in exchange for such commitments (as amended, modified, or supplemented, the “Backstop Purchase Agreement”), together with any related agreements, documents, or instruments, and which shall consist of every order entered be acceptable to the Consenting Noteholders comprising the Backstop Parties, (B) motion by the Debtors seeking authority from the Bankruptcy Court to enter into the Backstop Purchase Agreement and every pleadingto satisfy their obligations to the Backstop Parties thereunder (including granting such obligations administrative expense priority status under sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code), together with any other pleadings or documents to be filed in support of such motion, proposed and (C) order or document of the Bankruptcy Court approving such motion (but not the “Backstop Order”, and together the documents referenced in clauses (A) and (B), the “Backstop Documents”); (xii) the definitive debt documents for the New Secured Convertible Notes, in accordance with the terms and conditions of the New Secured Notes Term Sheet, including any noticesamendments, except as otherwise modifications, or supplements thereto, and together with any related indenture, notes, certificates, agreements, security agreements, documents, and instruments (including any amendments, supplements, or modifications of any of the foregoing) related to or executed in connection therewith (the foregoing documents collectively, the “New Secured Convertible Notes Documents”); (xiii) the new stockholders agreement (which may include an amendment to the existing Holdco stockholder agreement), that shall set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation rights and obligations of the transactions contemplated holders of the common stock to be issued by this Agreement Reorganized Holdco (including the Term Sheet“New Common Stock”). The Restructuring Documents that , and to which all such holders shall be bound or deemed bound (the “New Stockholders’ Agreement”); and (xiv) the forms of certificates of incorporation, certificates of formation, limited liability company agreements, partnership agreements, or other forms of organizational documents and bylaws for Reorganized Debtors (the “Amended Governance Documents”). (b) Except as set forth herein, the Definitive Documentation (and any modifications, restatements, supplements or amendments to any of them) will, after the RSA Effective Date, remain subject to negotiation and completion shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all material respects with, and containing with the terms and conditions set forth in, of this Agreement (including the Term Sheet), Exhibits and otherwise Schedules) and be in form and substance reasonably acceptable satisfactory in all respects to each of: (i) the DebtorsHCR Entities, and (ii) the Plan Sponsors and HoneywellConsenting Noteholders (A) who have agreed, except as otherwise set forth hereinBackstop Parties, (iii) solely to provide Backstop Commitments to fund the extent such documents adversely affect Rights Offering under the Additional InvestorsBackstop Purchase Agreement, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholdersas indicated on their respective signature pages hereto, and (viB) solely to the extent who represent at least two-thirds of such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan Backstop Commitments (the “Disclosure StatementRequired Consenting Noteholders”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “"Restructuring Documents”") related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every the following: (a) this Agreement; (b) the credit agreements and any term sheets relating to the DIP Financing; (c) the interim and final orders authorizing the DIP Financing; (d) the chapter 11 plan of reorganization implementing the Restructuring (as amended, supplemented, or otherwise modified from time to time and together with all exhibits and supplements thereto, the "Plan") and its ballots and solicitation procedures; (e) the related disclosure statement with respect to the Plan (the "Disclosure Statement"); (f) the supplement to the Plan (the "Plan Supplement") including, without limitation, any documents or agreements for the governance of Aegean following the conclusion of the Chapter 11 Cases ("Reorganized Aegean"), including any constituent documents, certificates of incorporation, bylaws, or other shareholder or unitholder arrangements (the "Corporate Governance Documents"); (g) an order entered by of the Bankruptcy Court approving the Disclosure Statement and every pleadingall solicitation materials in respect of the Plan (the "Solicitation Materials"); (h) an order confirming the Plan (the "Confirmation Order"); (i) any exit financing agreements, motioncollateral, proposed order or document other related documents; (but not j) the New Warrant Agreement; (k) the Registration Rights Agreement; (l) the trust agreement and other documents related to the Litigation Trust; (m) all "first day" orders; and (n) such other agreements and documentation (including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such related orders, pleadings, motions, proposed orders applications, agreements, instruments, schedules or documents relate exhibits) reasonably desired or necessary to the Restructuring Transactions or the implementation or consummation of consummate and document the transactions contemplated by this Agreement (including Agreement, the Restructuring Term Sheet), and the Plan. The Restructuring Documents that not executed or in a form attached to this Agreement as of the Agreement Effective Date remain subject to negotiation and completion shall upon completion. Upon completion, the Restructuring Documents and every other document, deed, agreement, filing, notification, letter, or instrument related to the Restructuring shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, as it may be modified, amended, or supplemented in all respects withaccordance with Section [15]. Further, and containing the Restructuring Documents not executed or in a form attached to this Agreement as of the Agreement Effective Date shall contain terms and conditions set forth in, consistent in all material respects with this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement Aegean and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.Required Consenting Stakeholders.3

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, Debtors at any point prior to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate Termination Date related to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (Transactions, including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents includewithout limitation: (i) the Approved Plan; (ii) the disclosure statement Confirmation Order and pleadings in support of entry of the Confirmation Order; (and all exhibits and other documents and instruments related theretoiii) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement Statement, and the order entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (iiiiv) all other documents that will comprise the Plan Supplement, except as provided herein; (v) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock Cash Collateral Orders and the Series B Preferred Stock, including motion to approve the backstop commitment agreement for Cash Collateral Orders; (vi) the Rights Offering first-day pleadings identified on Schedule 1 attached hereto and any other customary first-day pleadings that the Debtors determine are necessary or desirable to file (the “BCAFirst Day Pleadings”) and the all orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”)sought pursuant thereto; (ivvii) any documents or agreements in connection with for any exit facility, including the Restructuring Transactions New First Lien Exit Facility, including, without limitation, a credit agreement and related to an intercreditor agreement governing the New First Lien Exit Facility and the New Convertible Debt; (viii) any documents or agreements for the governance and management of the reorganized Reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plancertificates of incorporation; and (viix) any documents or agreements for the order confirming Management Incentive Plan and any new employment contracts for current employees of the Approved Plan Debtors. (b) The Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the forms of each exhibit annexed to the Term Sheet, and shall otherwise be in form and substance reasonably acceptable to each of the Debtors and the Required Consenting Creditors; provided that the Restructuring Documents set forth in Section 3(v), (vii), (viii), (ix), and (iv), to the extent such documents relate to (vii), (viii), or (ix), shall be deemed acceptable to the Required Senior Unsecured Creditors if in form and substance reasonably acceptable only to each of the Debtors, the Required First Lien Creditors, and the Required Second Lien Creditors. As used herein, the term “Required Consenting Creditors” means, at any relevant time, Consenting Creditors holding more than 50% by principal amount outstanding of the First Lien Credit Agreement Claims held by the Consenting Creditors (the “Confirmation OrderRequired First Lien Creditors”) and pleadings in support of entry ), Consenting Creditors holding more than 50% by principal amount outstanding of the Confirmation OrderSecond Lien Note Claims held by the Consenting Creditors (the “Required Second Lien Creditors”), and Consenting Creditors holding more than 50% by principal amount outstanding of the Unsecured Senior Note Claims held by the Consenting Creditors (the “Required Senior Unsecured Creditors”). (c) FurtherThe Required Second Lien Creditors and their counsel shall use commercially reasonable efforts to consult and, notwithstanding anything set forth in this Agreement to the contraryif applicable and reasonably practicable, the definitive documents obtain a vote from, all Consenting Second Lien Creditors on any matters requiring input or agreements for the post-Effective Date governance a vote from holders of reorganized Xxxxxxx Second Lien Note Claims, provided, however, that nothing herein shall be consistent in all material respects with deemed to require the Term Sheet and otherwise subject to the reasonable consent and approval waiver of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investorslegal privilege by holders of Second Lien Note Claims represented as an ad hoc group by counsel. (d) Except The Required Senior Unsecured Creditors and their counsel shall use commercially reasonable efforts to consult and, if applicable and reasonably practicable, obtain a vote from, all Consenting Unsecured Creditors on any matters requiring input or a vote from holders of Unsecured Senior Note Claims, provided, however, that nothing herein shall be deemed to require the waiver of legal privilege by holders of Unsecured Senior Note Claims represented as specifically set forth hereinan ad hoc group by counsel. (e) The Debtors and the Consenting Creditors will coordinate and consult with each other regarding the filing and prosecution of claims objections to General Unsecured Claims, nothing in and the Consenting Creditors shall be entitled to file and prosecute any such objections to General Unsecured Claims. (f) The Debtors will use commercially reasonable efforts to provide draft copies of the Restructuring Documents shall impose any restrictions that the Debtors intend to file with the Bankruptcy Court to counsel to the Required Consenting Creditors at least two (2) business days before the date on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactionswhich Debtors intend to file such documents or as soon as reasonably practicable thereafter.

Definitive Documentation. The Company and the Initial Consenting Noteholders shall, in good faith, negotiate, execute and deliver definitive documentation necessary to implement the Transaction (including any modifications, amendments or supplements thereto), each in form and substance acceptable to the Company and the Initial Consenting Noteholders. Common Share Consolidation The common shares of the Company may be consolidated in connection with the implementation of the Transaction, as may be determined by the Company and the Initial Consenting Noteholders. Other Conditions and Approvals The Transaction shall be subject to other approvals and conditions as are customary for transactions of this nature, including, without limitation, as applicable: (a) The definitive documents receipt of any and agreements all required consents and approvals from required security holders and other required parties, unless otherwise addressed pursuant to the Final Order; (collectivelyb) as part of the Transaction, all of the Convertible Debentures shall be exchanged in accordance with this Term Sheet and all claims with respect to the Convertible Debentures shall be irrevocably and finally extinguished, discharged and released; (c) the continued listing of the Company’s common shares on the Toronto Stock Exchange (subject to receipt of customary final documentation); (d) extension of the Revolving Credit Facility for a one-year term on substantially similar terms as the current Revolving Credit Facility, and/or with such other terms as are acceptable to the Company and the Initial Consenting Noteholders; (e) amendment to the Existing Second Lien Note Purchase Agreement to reflect the terms of and allow for the implementation of the Transaction in accordance with this Term Sheet in form and substance acceptable to the Company and the Initial Consenting Noteholders; (f) execution of an intercreditor agreement to reflect the lien subordination of the New Third Lien Notes to the Revolving Credit Facility, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court Existing Second Lien Notes and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth New Second Lien Notes in this section) filed by the Parties, form and substance acceptable to the extentCompany and the Initial Consenting Noteholders; (g) the Support Agreement shall remain in full force and effect and shall not have terminated; (h) entry of the Interim Order and Final Order in form and substance acceptable to the Company and the Initial Consenting Noteholders; (i) payment of reasonable documented fees and expenses of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxx Xxxxx LLP and Xxxxxxxx Inc., the legal and financial advisors to the Initial Consenting Noteholders, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent case in all respects with, and containing accordance with the terms and conditions set forth inof written agreements entered into with the Company; and (j) consummation of the CBCA Plan by the Outside Date. Equity Incentive Plans The Company shall not make changes to its existing equity incentive plans or implement any new or additional equity incentive plans, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely each case on or prior to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment implementation of the Prepetition LendersTransaction, without the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment consent of the Senior Notes, the Requisite Initial Consenting Noteholders, and (vi) solely shall not prior to the extent such documents adversely affect the economic treatment implementation of the Transaction, without the consent of the Initial Consenting EquityholdersNoteholders, settle any existing equity awards (other than in the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect ordinary course pursuant to the Approved Plan terms of the existing equity incentive plans) or deem the Transaction to be a change of control pursuant to any existing equity incentive plans. Second Lien Warrants The Second Lien Warrants shall be amended as of the Effective Date to represent 5% of the outstanding common shares of the Company following implementation of the Transaction (subject to dilution by issuances under the “Disclosure Statement”)Company’s equity incentive plans) and to have an amended exercise price equal to the equity value of the common shares of the Company, on a per share basis, based upon a methodology that has been agreed upon by the other solicitation materials Company and the Initial Consenting Noteholders. The Second Lien Warrants shall dilute all of the outstanding common shares, including the New Common Shares, of the Company. Public Announcements All public announcements in respect of the Approved Plan (such materials, collectively, Transaction shall be in form acceptable to the “Solicitation Materials”), the motion to approve the Disclosure Statement Company and the order approving Initial Consenting Noteholders, provided that nothing shall prevent a party from making public disclosure in respect of the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating Transaction to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Orderextent required by applicable law. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of: (a) the Plan (and all exhibits thereto); (b) the Confirmation Order and pleadings in support of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation entry of the transactions contemplated by this Agreement Confirmation Order; (c) the Disclosure Statement and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) the documentation in respect of the DIP Facility (including the Term SheetDIP Agreement and related motions and orders); (e) the Commitment Letter; and (f) all other documents that will comprise the Plan Supplement or are otherwise attached as exhibits to this Agreement. The Restructuring Documents that remain Where Definitive Documentation remains subject to negotiation and completion shall as of the Agreement Effective Date, such Definitive Documentation shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects withwith the terms of this Agreement, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance acceptable to the Debtors and reasonably acceptable to each of (i) the Debtors, Supporting Common Interest Holders and (ii) the Required Consenting Creditors (and solely with respect to provisions relating to their treatment or rights, acceptable to the Required Consenting Term Lenders and the Required Consenting Revolving Lenders, and solely with respect to (x) their $100,000 cash recovery under the Plan, (y) any action that affects the releases granted under Article VIII of the Plan Sponsors in a way that would render the releases granted to any Released Party affiliated with the Supporting Class B Interest Holders not commensurate with those granted to the other Released Parties, and Honeywell(z) any consent, except as otherwise observation, or approval rights of the Supporting Class B Interest Holders set forth hereinin Articles III.H, IX.A.1, X.A., and XII.J of the Plan). Notwithstanding the foregoing, the (1) Confirmation Order, (iii2) solely the DIP Facility Order, and (3) the new organizational and governance documents of Reorganized Holdings shall be in form and substance acceptable to the Supporting Common Interest Holders and the Required Consenting Term Lenders. For the avoidance of doubt, (A) the DIP Facility Order and the New Term Loan Agreement Documents, shall be in form and substance acceptable to the Required Consenting Revolving Lenders, (B) the Confirmation Order shall be acceptable to the Required Consenting Revolving Lenders to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investorsaffecting their treatment or rights, (ivC) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; , and (ii) other Plan Supplement documents shall be reasonably acceptable to the disclosure statement Required Consenting Revolving Lenders to the extent affecting their treatment or rights, and (D) the the new organizational and all exhibits and other governance documents and instruments related thereto) with of Reorganized Holdings (to the extent adverse in any material respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect interests of the Approved Plan (such materialsRequired Consenting Revolving Lenders) shall be in form and substance acceptable the Required Consenting Revolving Lenders, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement it being expressly agreed and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance understood that all of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management provisions of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements organizational documents (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vi) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth described in this Agreement and (ii) in effect as of the date hereof, are acceptable to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional InvestorsConsenting Revolving Lenders. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (each, including all amendments, modifications and supplements thereto, a “Definitive Document” and collectively, the “Definitive Documentation”) shall include: (i) the Plan and all exhibits thereto (including the compilation of documents and forms of documents, schedules, and exhibits to the Plan that will be filed by the Debtors with the Bankruptcy Court in accordance with this Agreement (the “Plan Supplement”), including the exhibit to the Plan Supplement that will set forth the material components of the transactions that are required to effectuate the Restructuring contemplated by this Agreement and the Plan Supplement, including any “restructuring steps memo,” “tax steps memo” or other document describing steps to be taken and the related tax considerations in connection with the Restructuring (the “Restructuring Transactions Exhibit”)); (ii) the confirmation order with respect to the Plan (the “Confirmation Order”) and any pleadings in support of entry thereof; (iii) the order with respect to the Disclosure Statement (the “Disclosure Statement Order”) (including the Disclosure Statement and Solicitation Motion (as defined herein)); (iv) the solicitation materials with respect to the Plan, including the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”) (collectively, the “Restructuring DocumentsSolicitation Materials”); (v) (A) the interim order authorizing, among other things, the Debtors to use cash collateral and obtain debtor-in-possession financing (the “Interim DIP Order”), (B) the final order authorizing, among other things, the Debtors to use cash collateral and obtain debtor-in-possession financing (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”), and (C) the debtor-in-possession credit agreement and note purchase agreement (the “DIP Facility Agreement”) and all related documentation, including any budget (the “DIP Budget”) or term sheet (the “DIP Term Sheet”) related thereto, regarding the debtor-in-possession financing including any equity conversion processes or mechanisms relating thereto (collectively, the “DIP Financing Documents” and, such financing, the “DIP Financing”); (vi) all documentation related to or otherwise utilized to implement, effectuate or govern any exit financing for the Restructuring Transactions shall consist (collectively, the “Exit Financing Documents”); (vii) all documentation related to the new money rights offering, which will be offered pursuant to section 1145 of every the Bankruptcy Code and/or any other applicable law, including, without limitation, under section 4(a)(2) of the Securities Act (the “Rights Offering”), including the order entered by authorizing the Debtors to enter into the Backstop Agreement (the “Backstop Approval Order”) and the procedures for the implementation of the Rights Offering (the “Rights Offering Procedures”) (collectively with the Backstop Agreement, the “Rights Offering Documents”); (viii) the backstop agreement with respect to the Rights Offering (the “Backstop Agreement”); (ix) any “key employee” retention or incentive plan and any motion, declaration or order related thereto; (x) all “first day” motions, applications, and other documents that any Debtor intends to file with the Bankruptcy Court and every pleading, motion, seeks to have heard on an expedited basis at the “first-day hearing” in the Chapter 11 Cases and any proposed order orders related thereto; (xi) all documentation addressing or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, relating to the extentMX Xxxx Settlement (as defined herein) (the “MX Xxxx Settlement Documents”) and/or the Exxx Xxxx Settlement (as defined herein) (the “Exxx Xxxx Settlement Documents”); (xii) any other material documents, in each caseagreements, such ordersmotions, pleadings, motionssupplements, proposed orders briefs, applications, orders, and other filings with the Bankruptcy Court, including any term sheets in respect thereof related to any of the foregoing or documents relate as may be reasonably necessary or advisable to implement the Restructuring; and (xiii) to the Restructuring Transactions extent not included, any motions and related proposed orders, or the implementation amendment or consummation modification of any order, related to each of the transactions contemplated by above. (b) The Definitive Documentation identified in Section 3(a) not executed or in a form attached to this Agreement (including will, after the Term Sheet). The Restructuring Documents that RSA Effective Date, remain subject to negotiation and completion completion. The Definitive Documentation, including all amendments and modifications thereto and including all forms thereof filed with the Bankruptcy Court, shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth in, of this Agreement (including the Term Sheet), and otherwise shall be at all times in form and substance reasonably acceptable to (i) the Debtors, Debtors and (ii) the Plan Sponsors and HoneywellConsenting 2026 Noteholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the 2026 Notes Claims held by all Consenting 2026 Noteholders at the time of such consent (the “Majority Consenting 2026 Noteholders”); provided, except as otherwise set forth hereinthat, without limiting the foregoing, (iiiA) the Plan, the Plan Supplement, the DIP Orders, the DIP Facility Agreement, the Backstop Agreement, the Backstop Approval Order and the Confirmation Order shall be in form and substance acceptable to the Debtors and the Majority Consenting 2026 Noteholders; (B) (x) the MX Xxxx Settlement Documents and (y) any other Definitive Document to the extent related to or concerning the Plan treatment of the Bond Green Bonds to the extent materially and adversely inconsistent with this Agreement (including as may be amended), shall, in each case, be reasonably acceptable to the Debtors and the Consenting Bond Green Bondholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the Bond Green Bonds Claims held by all Consenting Bond Green Bondholders at the time of such consent (the “Majority Consenting Bond Green Bondholders”); (C) (x) the Exxx Xxxx Settlement Documents and (y) any other Definitive Document to the extent related to or concerning the Plan treatment of the Exxx Xxxxx Bonds to the extent materially and adversely inconsistent with this Agreement (including as may be amended), shall, in each case, be reasonably acceptable to the Debtors and the Consenting Exxx Xxxxx Bondholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the Exxx Xxxxx Bonds Claims held by all Consenting Exxx Xxxxx Bondholders at the time of such consent (the “Majority Consenting Exxx Xxxxx Bondholders”); and (D) any Definitive Document, to the extent related to or concerning (x) the use of prepetition cash collateral, adequate protection or stipulations and findings relating to the Senior Secured Credit Facility Claims, (y) the Plan treatment of the Senior Secured Credit Facility Claims to the extent materially and adversely inconsistent with this Agreement (including as may be amended) and (z) the Exit Financing Documents (solely to the extent the Senior Secured Credit Facility Claims convert to obligations under such documents adversely affect the Additional Investors, the Requisite Additional Investors, (ivExit Financing) solely shall be reasonably acceptable to the extent such documents adversely affect Debtors and the economic treatment Consenting Senior Secured Credit Facility Lenders holding at least one-half in dollar amount of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment aggregate outstanding principal amount of the Senior Notes, Secured Credit Facility Claims held by all Consenting Senior Secured Credit Facility Lenders at the Requisite Consenting Noteholders, and (vi) solely to the extent time of such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan consent (the “Disclosure StatementMajority Consenting Senior Secured Credit Facility Lenders”); provided further, that any provision of any Definitive Document setting out allocations of the DIP Financing or any backstop of the Rights Offering or Exit Financing shall be acceptable to the Debtors and the ad hoc group of those holders of Company Claims/Interests, including the 2026 Notes Claims (the “Ad Hoc Group”) represented by Dxxxx Xxxx & Wxxxxxxx LLP (“Dxxxx Xxxx”), the other solicitation materials in respect of the Approved Plan as legal counsel, and Evercore Group L.L.C. (such materials, collectively, the “Solicitation MaterialsEvercore”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stockas financial advisor, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases(collectively, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation OrderAd Hoc Group Advisors”) and pleadings in support of entry of the Confirmation Order). (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The Restructuring will be implemented pursuant to various documents and agreements, including the Plan, which Plan shall contain the terms and conditions set forth in, and shall be otherwise consistent with, the Plan Term Sheet. The definitive documents and agreements (collectively, the “Restructuring DocumentsDocume nts”) related to or otherwise utilized to implementconsist of: (i) the Plan; (ii) an order confirming the Plan (the “Confirmation Order”); (iii) the Disclosure Statement, effectuate or govern the Restructuring Transactions shall consist other solicitation materials in respect of every the Plan (such materials, collectively, the “Solicitation Materials”), and an order entered by the Bankruptcy Court approving the Disclosure Statement and every pleadingSolicitation Materials as containing, motionamong other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Stateme nt Order”); (iv) a motion by the Debtors seeking Bankruptcy Court approval to enter into this Agreement pursuant to section 363(b) of the Bankruptcy Code (the “RSA Motion”); (v) an order approving the RSA Motion (the “RSA Order”); (vi) any documents in respect of the MIP; (vii) any documents disclosing the identity of the officers and members of the board of directors or board of managers, as applicable, of any of the reorganized Debtors and the nature of and compensation for any “insider” under the Bankruptcy Code who is proposed order to be employed or document retained by any of the reorganized Debtors; (viii) any list of material executory contracts and unexpired leases to be assumed, assumed and assigned, or rejected; (ix) any documents or agreements for the governance of the Reorganized Debtors following the Effective Date, including any constitue nt documents, certificates of incorporation, bylaws, or other shareholder or unitholder agreements; (x) any documents necessary to effectuate the Mansfield Settlement, solely to the extent the terms therein are not incorporated into the Plan, the Plan Supplement, or the Confirmation Order; and (xi) all other documents and agreements that will comprise the Plan Supplement, including but not including any noticeslimited to the Plan Administrator Agreement, the form of indenture for the New FE Notes and the Amended Separation Agreement, except as otherwise set forth in this sectionprovided herein. (b) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants materially consistent in all respects with, and containing with the terms and conditions set forth inof this Agreement, this Agreement (including the Plan Term Sheet), and otherwise . Each of the Restructuring Documents shall be in form and substance reasonably acceptable to (i) the Debtors, (ii) Consenting Creditors representing at least 70% of the total aggregate principal and face amount of unsecured Creditor Claims held by the Consenting Creditors, whic h shall include (A) Consenting Creditors that hold at least 33% of the total aggregate principa l amount of the Certificate Claims held by the Consenting Creditors and (B) (x) to the extent affecting distributions on account of, or economic treatment of, FES Single-Box Unsecured Claims in a manner inconsistent with the Plan Sponsors and Honeywell, Term Sheet (except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investorsinconsistency only results in pro rata dilution of New FES Common Stock), the Requisite Additional Investorsrights of minority holders of New FES Common Stock (to the extent inconsistent with the Corporate Governance Term Sheet) or release or exculpation provisions relating to the FES Creditor Group, members of the FES Creditor Group holding at least 50% of the total face amount of the FES Claims and FENOC/FES Claims held by the FES Creditor Group and (ivy) solely to the extent affecting distributions on account of, or economic treatment of, FENOC/FES Unsecured Claims in a manner inconsistent with the Plan Term Sheet (except to the extent such documents adversely affect the economic treatment inconsistency only results in pro rata dilution of New FES Common Stock), members of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment FES Creditor Group holding at least 50% of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment total face amount of the Consenting Equityholders, FENOC/FES Claims held by the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan FES Creditor Group (the “Disclosure StatementRe quisite Supporting Parties”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized Xxxxxxx shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval Committee. Each of the Debtors, Honeywell, the Plan SponsorsCommittee, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing Consenting Creditors agrees that it shall act in any good faith and use and undertake all commercially reasonable efforts to negotiate and finalize the terms of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Xxxxxxx following consummation of the Restructuring TransactionsDocuments.