Common use of Definitive Documents Clause in Contracts

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents definitive documents governing the Restructuring Transactions shall consist of this Agreement the following and any other material document contemplated by the following: Parties needed or utilized to implement, govern, or consummate the Restructuring Transactions (Acollectively, the “Definitive Documents”): (a) the Plan disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Plan (the “Disclosure Statement”); ; (Bb) the Securities Purchase Agreement attached as Exhibit A hereto (as may be further amended, supplemented, or otherwise modified in accordance with its terms, the “SPA”) and all schedules, annexes, and exhibits thereto, the Common Stock Purchase Agreement attached as Exhibit B hereto (as may be further amended, supplemented, or otherwise modified in accordance with its terms, the “CSPA”) and all schedules, annexes, and exhibits thereto, Series A Preferred Stock Purchase Agreement attached as Exhibit C hereto (as may be further amended, supplemented, or otherwise modified in accordance with its terms, the “SAPSPA”) and all schedules, annexes, and exhibits thereto, and Series B Preferred Stock Purchase Agreement attached as Exhibit D hereto (as may be further amended, supplemented, or otherwise modified in accordance with its terms, the “SBPSPA”) and all schedules, annexes, and exhibits thereto (collectively, the “Commitment Documents”); (c) the order approving on an interim basis the Disclosure Statement, including the form of ballots and other solicitation materials in respect of the Plan (the “Solicitation Procedures Order” and, such solicitation materials, the “Solicitation Materials”); (d) the Plan, Plan Supplement, and all documents, annexes, schedules, exhibits, amendments, modifications, or supplements thereto, or other documents contained therein, including any schedules of assumed or rejected contracts; (e) the order confirming the Plan (the “Confirmation Order Order”) and any pleadings filed by the Debtors in support of the Bankruptcy Court’s entry of the Confirmation Order; ; (Cf) the Disclosure Statement and pleadings in support of approval new organizational or other governance documents of the Disclosure StatementReorganized Debtors; and (D) the Solicitation Materials; (Eg) any order employment agreements relating to any executive officer of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02Reorganized Debtors. The Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Effective Date remain subject to negotiation and completion. Upon and, upon completion, the all Definitive Documents shall (a) reflect and every other document, deed, agreement, filing, notification, letter or instrument related to contain the Restructuring Transactions shall contain terms, conditions, representations, warranties, terms and covenants conditions consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall and (b) otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms Debtors and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsSponsor.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist include this Agreement, the exhibits hereto, and all other agreements, instruments, pleadings, orders, forms, questionnaires and other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, the Restructuring Transactions, including each of this Agreement and the following: : (Aa) the Plan Merger Agreement; (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Cb) the Disclosure Statement and pleadings / Registration Statement(s); (c) the New Take Back Notes Indenture (including the New Take Back Notes); (d) the Governance Documents; (e) the Registration Rights Agreement; (f) the Plan; (g) in support of approval connection with an implementation of the Disclosure Statement; Restructuring Transactions through the Out-of-Court Restructuring: (Di) the Solicitation Materials; Out-of-Court Release; (Eii) any order if applicable, the HPR RBL Amendment or HPR RBL Payoff Letter; (h) in connection with a potential implementation of the Bankruptcy Restructuring Transactions through the In-Court approving the Disclosure Statement and the other Solicitation Materials; Restructuring: (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Gi) the First Day Pleadings and all orders sought pursuant thereto; and ; (Hii) the Plan Supplement; (iii) if applicable, the interim and final orders of the Bankruptcy Court setting forth the terms of use of cash collateral; (iv) the Confirmation Order; and (v) the Disclosure Statement Order. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation among the Parties and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions Transactions, and any Definitive Document in a form attached to this Agreement (including the Plan) proposed to be amended, modified or supplemented after the Agreement Effective Date, shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement and the applicable terms of the Merger Agreement, including the Restructuring Term SheetPlan, and the Description of New Take Back Notes as they may be modified, amended, or supplemented in accordance with Section 1613, and, in the case of the Merger Agreement, in accordance with the terms thereof, provided, however, that no amendment, modification or supplement proposed or sought to be implemented in regard to any of the Definitive Documents in accordance with the terms of the Merger Agreement shall abrogate or change the rights of the Parties to this Agreement regarding their consent to or acceptance of any Definitive Documents as provided in this Agreement. Further, the except as otherwise set forth herein, those Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and the Required HPR Consenting Noteholders; provided further that the Out-of-Court Release shall be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Senior CreditorsStakeholders, and, (a) solely and the Governance Documents and the New Take Back Notes Indenture shall be in form and substance acceptable to the Required HPR Consenting Noteholders and reasonably acceptable to the Company Parties. 3.03. In connection with respect determining whether any New Financing is reasonably acceptable to those terms and provisions that would have a material adverse effect on the value Company pursuant to Section 6.21 of the distributions to Merger Agreement, the holders of 2021 Notes Claims Company shall consult with the Required HPR Consenting Noteholders and the Company shall not determine, or impair inform BCEI, that any such New Financing is acceptable without the releases in favor consent of the Required HPR Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests which consent shall not be unreasonably withheld or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsdelayed).

Definitive Documents. 3.01. The definitive documents (the “Definitive Documents governing Documents”) with respect to the Restructuring Transactions shall consist of include all documents (including1 any related orders, agreements, instruments, schedules, or exhibits) that are contemplated by this Agreement and that are otherwise necessary or desirable to implement, or otherwise relate to the following: Restructuring, including (Aas applicable): (a) the Plan Plan; (b) the related disclosure statement (such disclosure statement, together with any exhibits, schedules, attachments or appendices thereto, in each case as may be amended, supplemented or otherwise modified from time to time in accordance with the terms herein and all exhibits theretotherein, the “Disclosure Statement”); (Bc) any other documents and/or agreements relating to the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) Plan and/or the Disclosure Statement and pleadings in support of Statement, including a motion seeking approval of the Disclosure Statement; (D) , the Solicitation Materials; (E) any order procedures for the solicitation of votes in connection with the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Court Code (the “Solicitation”) and the forms of ballots and notices and related relief (such motion, together with all exhibits, appendices, supplements, and related documents, the “Disclosure Statement Motion”), (d) the documents to be filed in the supplement to the Plan (collectively, the “Plan Supplement”); (e) the order approving the Disclosure Statement (the “Disclosure Statement Order”); (f) the order confirming the Plan (the “Confirmation Order”); (g) the motion seeking approval of the Company’s incurrence of postpetition debt financing (the “DIP Motion”) and the other Solicitation Materialscredit agreement with respect thereto (the “DIP Credit Agreement”); (Fh) the Financing Order interim and final orders granting the DIP Motion (the “Interim DIP Order” and “Final DIP Order”, respectively, and collectively, the “DIP Orders”); (i) a motion seeking the assumption of this Agreement pursuant to section 365 of the Bankruptcy Code authorizing, among other things, the payment of certain fees, expenses and other amounts hereunder, and granting related relief (the “RSA Assumption Motion”), and an order approving the RSA Assumption Motion (the “RSA Order”); (j) the Plan Supplement documentation with respect to a management incentive plan of the Company (the “MIP”) and any credit documentation with respect to any key employee retention plan, key employee incentive plan or other similar plan or program; (k) the agreement with respect to the Exit Facilities, and any agreements, commitment letters, documents, or instruments related thereto (including the “Exit Facilities Documents”); (l) the Equity Backstop Commitment Agreement, the BCA Approval Order, the documentation memorializing the Debt Backstop Commitments (the “Debt Backstop Documents”), and any order approving the Debt Backstop Documents (the “Debt Backstop Order”); (m) any organizational documents, operating agreements, management services agreements, shareholder and member-related agreements, registration rights agreements or other governance documents for the reorganized Company Entities (collectively, the 1 For the avoidance of doubt, the terms “includes” and “including” as used herein shall not be construed to be limiting. “Governance Documents”); and (m) such other documents, pleadings, agreements, or supplements as may be reasonably necessary or advisable to implement the Restructuring. Each Definitive Document shall be consistent with this Agreement and otherwise reasonably acceptable to the Company, the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders, provided, however, that notwithstanding the foregoing, the Governance Documents shall be acceptable only to the Company and the Board Committee; provided further that the Governance Documents shall contain customary minority protections reasonably acceptable to the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders and there shall be a single class of stock, and, as to any inconsistencies between the Definitive Documents and this Agreement, (1) the economic treatment provided under the Definitive Documents (including, without limitation, any term or condition affecting or relating to any economic rights or obligations of any Consenting Creditors in connection with the Restructuring) shall be acceptable to the Company, on the one hand, and the Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders, the Required Consenting Crossholder Noteholders and/or the Consenting Sponsors (solely as to the respective treatment provided to each of the foregoing), as applicable; and (2) any release, exculpation and injunction provisions under the Plan shall be acceptable to the Required Consenting Parties. In addition to the foregoing, any Definitive Document (and any amendments, modifications, and supplements thereto); or waivers to such Definitive Document) that (GX) affects the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed release, exculpation, injunction, indemnification or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument insurance provisions related to the Restructuring Transactions shall contain termsConsenting Sponsors, conditions, representations, warranties, (Y) adversely affects the rights or obligations of the Consenting Sponsors pursuant to or identified in this Agreement and covenants consistent with to be implemented pursuant to the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amendedPlan, or supplemented (Z) relate to the Settlement Note, in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date each case shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. 3.01 The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: , which shall, in each case, be in form and substance consistent with this Agreement, including Section 3.02: (Aa) the Plan (including, for the avoidance of doubt, all exhibits, annexes, exhibits, schedules, and all exhibits supplements related thereto, including the Plan Supplement); ; (Bb) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (Cc) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; Order; (Dd) the Solicitation Materials; , including the Disclosure Statement; (Ee) the Exit Facilities Documents, including the Incremental New Money Commitment Letter; (f) the Equity Rights Offering Documents, including the Backstop Commitment Agreement, the Backstop Order, and the Equity Rights Offering Procedures; (g) [reserved;] (h) the New Organizational Documents; (i) the Talc PI Distribution Procedures; (j) the GUC Trust Agreement; (k) the New Warrant Agreement; (l) the documentation setting the distribution record date and means of distribution under the Plan and the procedures for designating the recipients of distributions under the Plan; (m) any order materials relating to (a) through (l) above or (n) below, that are filed in the Canadian Recognition Proceeding or any other foreign proceeding commenced by any Debtor in connection with the Restructuring Transactions; and (n) all other documents, motions, pleadings, briefs, applications, orders, agreements, supplements, and other filings, including any summaries or term sheets in respect thereof, that are directly related to any of the Bankruptcy Court approving foregoing or as may be reasonably necessary or advisable to implement the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan SupplementRestructuring Transactions. 3.02. 3.02 The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completionThe Definitive Documents, including all amendments and modifications thereto and including all forms thereof filed with the Definitive Documents and every other documentBankruptcy Court, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise 14 and be in form and substance reasonably acceptable to the Company Parties, Debtors and the Required Consenting Senior CreditorsBrandCo Lenders; provided that (i) the Definitive Documents identified in Section 3.01(a)-(c), and, and (ae) solely with respect to those terms shall be in form and provisions that would have a material adverse effect on the value of the distributions substance acceptable to the holders of 2021 Notes Claims or impair the releases in favor of Debtors and the Required Consenting 2021 Noteholders provided under BrandCo Lenders, other than the Plan as described Third-Party New Money Exit Facility, which shall be in Annex 2 form and substance acceptable solely to the Restructuring Term Sheet, Debtors and the Required Consenting 2021 Noteholders2020 B-2 Lenders, (ii) the Definitive Documents identified in Section 3.01(f) and (k) shall be in form and substance acceptable solely to the Debtors and the Required Consenting 2020 B-2 Lenders; provided that any material reduction in the ERO Price Per Share shall also be reasonably acceptable to the Required Consenting 2020 B-1 Lenders, (iii) the Definitive Documents identified in Section 3.01(i) and (j) shall be in form and substance reasonably acceptable solely to the Debtors and the Required Consenting 2020 B-2 Lenders, and (biv) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases Definitive Documents identified in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsSection 3.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist shall, subject always to Section 3.02, include: (a) irrespective of this Implementation Mechanism: (i) the Restructuring Steps Plan; (ii) any organizational documents of Newco Valaris; (iii) the Backstop Agreement and all other Rights Offering Documents; (iv) the followingNew Secured Notes Documents; (v) any and all documentation required to implement, issue, and distribute the Newco Valaris Equity and New Warrants (including the New Warrant Agreement); and (vi) all opinions, certificates, filings and other deliverables required to satisfy the conditions precedent to the effectiveness of the foregoing documents and agreements; and (b) in relation to an Administration, an order of the relevant court in which the application for Administration has been filed and any material documents to which the Company is party in relation to the administration process (including in relation to the quantum and structure of funding of the administrators and any sale and purchase agreements and related documents to be entered into or used in connection with the direct or indirect sale of any of the Company Parties to Newco Valaris) where such documents are entered into prior to the Plan Effective Date, provided that this shall not include, without limitation, any witness statements in respect of the application for Administration, any protocol entered into between any of the Company Parties and an administrator, where such protocol otherwise complies with this Agreement, nor any document, deed, agreement, filing, notification, letter or instrument required to be issued, produced or otherwise created by an administrator pursuant to applicable Law; (c) in relation to the Chapter 11 Cases: (Ai) the Plan (and all exhibits thereto)Plan; (Bii) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Ciii) the Disclosure Statement and pleadings in support of approval of the Supplemental Disclosure Statement; (Div) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Supplemental Disclosure Statement Order and the other Solicitation MaterialsMaterials and any related motions seeking the approval thereof; (Fv) the DIP Facility Documents and the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)Order; (Gvi) the First Day Pleadings and all orders sought pursuant theretothereto and all other material pleadings filed in the Chapter 11 Cases; and (Hvii) the Plan Supplement; and (viii) any other documentation relating to distributions provided to the holders of any Claims or Equity Interests, exit financing or other related documents and such other agreements and documentation reasonably desired or necessary to consummate and document the transactions contemplated by this Agreement and the Restructuring Term Sheet; and (d) such other documents as the Company Parties or the Required Consenting Creditors reasonably determine are necessary to implement the Restructuring Transactions, or reasonably identify as documents which should be treated as Definitive Documents. 3.02. The Parties acknowledge that the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, The final form of each of the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants materially consistent in all respects with the terms of this Agreement, including Agreement and the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, Each of the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in a form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions ; provided that would have a material adverse effect on the value of the distributions New Secured Notes Documents need only be reasonably acceptable to the holders of 2021 Notes Claims or impair the releases in favor of Company Parties and the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of include this Agreement and all other agreements, instruments, pleadings, filings, notices, letters, affidavits, applications, orders (whether proposed or entered), forms, questionnaires or other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, the Transactions (including all amendments, modifications, and supplements made thereto from time to time), including each of the following: (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement Order (if applicable) and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (GE) the First Day Pleadings and all orders sought pursuant thereto; and (HF) the Plan Supplement; (G) the Cash Collateral Order(s); (H) any asset purchase agreement with respect to a Transaction or other document effectuating any Transaction; (I) the Bidding Procedures, Bidding Procedures Motion, and Bidding Procedures Order; (J) all material pleadings, including those that qualify as First Day Pleadings, filed by the Company Parties in connection with the Chapter 11 Cases and all orders sought pursuant thereto, but not including ministerial notices and similar ministerial documents, retention applications, fee applications, fee statements, any similar pleadings or motions relating to the retention or fees of any professional, or statements of financial affairs and schedules of assets and liabilities; (K) any and all filings with or requests for regulatory or other approvals from any governmental body; and (L) such other agreements, instruments, and documents as may be necessary or reasonably desirable to consummate and document the Transactions. 3.02. The Definitive Documents not executed or in a form attached to this Agreement or the Transaction Term Sheet as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, the Definitive Documents not executed or in a form attached to this Agreement or the Transaction Term Sheet as of the Execution Date shall otherwise be in form and substance acceptable to the Company Parties and reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsStakeholders.

Definitive Documents. 3.01. a. The Definitive Documents governing definitive documents, including any material amendments, supplements or modifications thereof approved in accordance with the Restructuring Transactions shall consist terms of this Agreement and (the following: “Definitive Documents”), with respect to the Restructuring and/or Sale Transaction are (Aas applicable): (i) the Plan (and all including any exhibits or supplement(s) filed with respect thereto); (ii) the Disclosure Statement (including any exhibits thereto); (Biii) this Agreement; (iv) the Confirmation Order and pleadings in support of entry of the Confirmation OrderBidding Procedures; (Cv) the Disclosure Statement and pleadings in support of motion seeking approval of the Disclosure StatementBidding Procedures (the “Bidding Procedures Motion”); (Dvi) the Solicitation Materialsfinal order granting the Bidding Procedures Motion (the “Bidding Procedures Order”); (Evii) any order approving the Sale Transaction in accordance with the Bidding Procedures (the “Sale Order”); (viii) any order of the Bankruptcy Court approving the Disclosure Statement and solicitation materials (the other Solicitation Materials“Disclosure Statement Order”); (Fix) any order confirming the Plan (including any motion or other pleadings related to the Plan) (the “Confirmation Order”); (x) the Financing Order and any credit agreement DIP Credit Agreement (including any amendments, modifications, and or supplements thereto); (Gxi) any motions filed with the Bankruptcy Court seeking approval of the DIP Facility and the DIP Credit Agreement (the “DIP Motion”); (xii) the interim and final DIP orders (the “Interim DIP Order,” the “Final DIP Order,” and collectively, the “DIP Orders”); (xiii) the Wind-Down Budget; and (xiv) all documents related to the Exit Facility, including the Exit Facility Documents. The term sheet in respect of the Exit Facility is attached hereto as Exhibit F. b. Each Definitive Document, including all exhibits, annexes, schedules and material amendments, supplements or modifications thereof relating to such Definitive Documents, shall be consistent with this Agreement and otherwise in form and substance acceptable to the Company and the Lender Advisors. c. Notwithstanding anything otherwise set forth herein, the Parties agree to take reasonable steps to amend any of the Definitive Documents to remedy any defect identified by the Bankruptcy Court, including, in the case of the Plan, any defect that may render the Plan not likely to be confirmed. d. The Company shall provide to the Lender Advisors copies of all First Day Pleadings, including supporting declarations, exhibits, and proposed orders, that the Company intends to file with the Bankruptcy Court, which First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsLender Advisors.

Definitive Documents. 3.01. The Definitive Documents definitive documents governing the Restructuring Transactions shall consist of this Agreement and include the following: following (the “Definitive Documents”): (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of Statement, the motion seeking approval of the Disclosure Statement, and the other Solicitation Materials; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (FE) the Financing Order Cash Collateral Orders and any credit agreement (including any amendments, modifications, and supplements thereto)Cash Collateral Motion; (GF) the First Day Pleadings and all orders sought pursuant thereto; (G) the New Organizational Documents, the New Stockholders Agreement and all other documents or agreements related to the governance of the Reorganized Debtors; (H) the Management Incentive Plan and related documents or agreements; (I) the documents or agreements related to the Warrants; (J) the New Revolving Exit Facility Credit Agreement and any other documents related to the New Revolving Exit Facility; (K) the documents or agreements related to the Equity Rights Offering; (L) any other documents contained in the Plan Supplement; (M) any other material agreements, motions, pleadings, briefs, applications, orders, and other filings with the Bankruptcy Court related to the Restructuring Transactions; (N) any order, or amendment or modification of any order, entered by the Bankruptcy Court related to the foregoing items (A) through (M); and (O) any and all other documentation reasonably necessary or desirable to effectuate the Restructuring Transactions or that is contemplated by the Plan. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date (including any modifications, amendments or supplements thereto) shall otherwise be in form and substance acceptable to the Company Parties and the Required Consenting Creditors at all times, and (i) to the extent affecting the economic treatment of the Term Loan Claims in a manner inconsistent with this Agreement (except to the extent such inconsistency does not adversely affect the Term Loan Claims relative to the Secured Notes Claims), reasonably acceptable to the Company PartiesRequired Consenting Term Loan Lenders, and (ii) to the extent affecting the economic treatment of the Secured Notes Claims in a manner inconsistent with this Agreement (except to the extent such inconsistency does not adversely affect the Secured Notes Claims relative to the Term Loan Claims), reasonably acceptable to the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include, without limitation, the following: (A) the Plan (and all exhibits thereto)its exhibits, ballots, and solicitation procedures; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (GE) the First Day Pleadings and all orders sought pursuant thereto; (F) the Plan Supplement; (G) the DIP Order, DIP Credit Agreement, and any and all other DIP Documents and related documentation; (H) the Plan SupplementBackstop Commitment Agreement, (I) Backstop Commitment Agreement Approval Order, Rights Offering Procedures, Registration Rights Agreement and any and all documentation required to implement, issue, and distribute the New Common Stock; (J) the documents or agreements related to the New Warrants; (K) the Exit Facilities Documents and related documentation; (L) the Management Incentive Plan; (M) the New Organizational Documents and all other documents or agreements for the governance of Reorganized Chesapeake, including the list of directors of reorganized Chesapeake and any certificates of incorporation and shareholders’ agreements or supplements as may be reasonably necessary or advisable to implement the Restructuring; and (N) such other agreements and documentation reasonably desired or necessary to consummate and document the transactions contemplated by this Agreement, the Restructuring Term Sheet, and the Plan. 3.02. The Definitive Documents executed prior to the Execution Date or contemporaneously herewith or in a form attached to this Agreement or the Restructuring Term Sheet are acceptable to the Parties. The Definitive Documents not executed or in a form attached to this Agreement or the Restructuring Term Sheet as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, , (a) the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date and any amendment to the Definitive Documents shall otherwise at all times be in form and substance reasonably acceptable to the Required Plan Sponsors2 and the Company PartiesParties and, solely as affects their rights or treatment in any material respect, the Required Consenting Senior Creditors, andDIP Lenders; (b) the Definitive Documents set forth in Section 3.01(A)-(E), (aF) solely (other than documents included in the Plan Supplement which are specifically enumerated in Section 3.01), (G)-(H) and (K), and any modifications, amendments, or supplements to the foregoing, shall at all times be in form and substance reasonably acceptable to the Required Consenting DIP Lenders; (c) the New Warrants, the Rights Offering Procedures, the Registration Rights Agreement and any and all documentation required to implement, issue, and distribute the New Common Stock, and any modifications, amendments, or supplements to the foregoing, shall at all times be in form and substance reasonably acceptable to the Consenting Second Lien Noteholders holding at least 66.67% of the aggregate outstanding principal amount of the Second Lien Note Claims that are held by Consenting Second Lien Noteholders; (d) the Backstop Commitment Agreement shall be in form and substance acceptable to each Backstop Party;3 provided that if the Backstop Commitment Agreement is not in form and substance acceptable to any particular Consenting FLLO Term Loan Facility Lender, or Consenting Second Lien Noteholder, such Consenting FLLO Term Loan Facility Lender, or Consenting Second Lien Noteholder may refuse to be a Backstop Party but such event shall not give rise to any termination of this Agreement so long as: (i) the Rights Offering is fully backstopped by the Backstop Parties; and (ii) the terms of the Backstop Commitment Agreement do not have a disproportionate and adverse effect on such Consenting FLLO Term Loan Facility Lender, or Consenting Second Lien Noteholder in any material respect as compared to all other Consenting FLLO Term Loan Facility Lenders, or Consenting Second Lien Noteholders, respectively, proposed to be Backstop Parties; and (e) the DIP Documents and Exit Facilities Documents shall be, and shall be deemed to be, acceptable to the Consenting Stakeholders and Company Parties to the extent they are consistent with the DIP Term Sheet and Exit Facilities Term Sheet; provided that the Consenting Stakeholders and Company Parties reserve all rights with respect to those all terms (including any amendments thereto) in the DIP Documents and provisions Exit Facilities Documents that would have a material adverse effect on are not specified in the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring DIP Term Sheet and Exit Facilities Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents definitive documents governing the Restructuring Transactions shall consist of this Agreement the following and any other material document contemplated by the following: Parties needed or utilized to implement, govern, or consummate the Restructuring (Acollectively, the “Definitive Documents”): (a) the Plan disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Plan (the “Disclosure Statement”); ; (Bb) the Equity Purchase and Commitment Agreement attached as Exhibit E hereto (as may be further amended, supplemented, or otherwise modified in accordance with its terms, the “EPCA”) and all schedules, annexes and exhibits thereto, together with the Rights Offering Procedures (collectively, the “Commitment Documents”); (c) the order approving the Disclosure Statement, including the form of ballots and other solicitation materials in respect of the Plan (the “Disclosure Statement Order” and, such solicitation materials, the “Solicitation Materials”); (d) the Plan, Plan Supplement, and all documents, annexes, schedules, exhibits, amendments, modifications, or supplements thereto, or other documents contained therein, including any schedules of assumed or rejected contracts; (e) the order confirming the Plan (the “Confirmation Order Order”), and any pleadings filed by the Debtors in support of the Bankruptcy Court’s entry of the Confirmation Order; ; (Cf) the Disclosure Statement definitive documents governing the Exit Term Loan Credit Facility, the Exit Revolving Credit Facility, the HVF III Facility, and pleadings any amendments to any existing European vehicle financing agreements deemed necessary by the Company (in support consultation with the Requisite Commitment Parties) to achieve its proposed business plan in accordance with the Restructuring (the “Exit Facility Documents”); (g) the documents or agreements relating to the issuance of the Convertible Preferred Stock and the Reorganized Equity (including the Offered Stock); (h) the new organizational or other governance documents of the Reorganized Debtors, including the ultimate parent corporation of the Reorganized Debtors; (i) any employment agreements relating to any executive officer of the ultimate parent corporation of the Reorganized Debtors; (j) the motions filed by the Debtors seeking approval of each of the Disclosure Statementabove (if applicable); and (D) the Solicitation Materials; (Ek) any order approving any of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02above not otherwise noted. The Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Agreement Effective Date remain subject to negotiation and completion. Upon and, upon completion, the all Definitive Documents shall (a) reflect and every other document, deed, agreement, filing, notification, letter or instrument related to contain the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of set forth in this Agreement, Agreement (including the Restructuring Term Sheetexhibits and annexes hereto), as they may be modified, amended, or supplemented in accordance with Section 16. Further9 hereof, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall and (b) otherwise be in form and substance reasonably acceptable to the Company Debtors and the Requisite Commitment Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents governing (i) Subject to the terms and conditions hereof, each Party shall negotiate in good faith each of the documents implementing, achieving and relating to the Restructuring, including all definitive documents necessary for the Agreed Restructuring Transactions shall consist of this Agreement and the following: Plan, including: (A) all first-day motions, applications, and proposed orders, including those relating to paying general unsecured claims, paying utility providers, paying critical vendors, continuing customer programs, paying employee wages, paying insurance providers, and maintaining the Plan (and all exhibits thereto); Debtors’ existing cash management system; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; Agreed Restructuring Plan; (C) the Disclosure Statement Statement, ballots, and pleadings other solicitation materials in support of approval respect of the Agreed Restructuring Plan (collectively, the “Plan Solicitation Materials”) and the related proposed order approving the Plan Solicitation Materials (the “Disclosure Statement; Statement Order”); (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving motion to approve the Disclosure Statement and seek confirmation of the other Solicitation Materials; Agreed Restructuring Plan; (E) the proposed order confirming the Agreed Restructuring Plan (the “Confirmation Order”), which must be in form and substance acceptable to the Plan Sponsor and the Debtors and reasonably acceptable to the Required Consenting Senior Noteholders; (F) the Interim Financing Order and any credit agreement (including any amendmentsOrder, modificationsthe motion for entry of the Interim Financing Order, approval of the DIP Credit Facility, and supplements theretoentry of a final order approving the DIP Credit Facility, which order shall be in form and substance satisfactory to the Plan Sponsor and the Company and reasonably satisfactory to the Required Consenting Senior Noteholders (the “Final Financing Order”); ; (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed any document or agreement referenced in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, and/or the DIP Credit Agreement, including the definitive documents governing the New First Lien Facility (as they may defined in the Restructuring Term Sheet) and the warrant agreement governing the New Warrants (as defined in the Restructuring Term Sheet); (H) the documents comprising the plan supplement setting forth, among other things, (1) executory contracts and unexpired leases to be modifiedassumed or rejected, amended(2) the identities of each Debtor’s post-effective date directors, managers, and officers (as applicable), (3) claims and causes of action held by the Debtors to be retained or supplemented released, as applicable, by the reorganized Debtors on the Agreed Restructuring Plan’s effective date and (4) the corporate documents (including bylaws, charters, shareholder agreement and other similar corporate documents) for the reorganized Debtors (the “Plan Supplement”); and (I) such other documents and instruments necessary or appropriate to implement the Restructuring (together with the Plan Supplement, and all documents, agreements, motions or orders described in accordance with Section 16. Furtherthe immediately foregoing clauses (A) through (I), the “Definitive Documents”); and (ii) Subject to the terms and conditions hereof, and for so long as this Agreement has not been terminated, each Party shall execute the Definitive Documents not executed or that require execution by such Party and otherwise support the Definitive Documents. (iii) The Definitive Documents shall be consistent in a form attached all material respects with the Restructuring Term Sheet and shall contain such other terms and conditions acceptable to this Agreement as of the Execution Date shall otherwise be in form Debtors and substance the Plan Sponsor and reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: : (Aa) the Plan (and all exhibits theretoincluding the Proposed Plan); ; (Bb) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (Cc) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the all other Solicitation Materials; ; (Ed) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; Order; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Ge) the First Day Pleadings and all orders sought pursuant thereto; and ; (Hf) the Plan Supplement; (g) the New Convertible Notes Indenture; (h) the Exit Facility Documents; (i) the Cash Collateral Order; (j) the New Corporate Governance Documents and the Governance Term Sheet; (k) the Backstop Commitment Agreement and the Backstop Order; (l) the Rights Offering Documents; (m) the Intercreditor Agreement; (n) the New Warrant Agreements; (o) the Royalty Class Action Settlement Agreement and the Royalty Class Action Settlement Conditional Approval Order; and (p) Rejected Executory Contract and Unexpired Lease List. 3.02. The Definitive Documents that are not executed or in a form attached to this Agreement as of the Execution Date remain subject to good faith negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants be consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1611. Further, the The Definitive Documents not executed (and any amendments or modifications thereto) in a form attached to this Agreement as of the Execution Date Sections 3.01 (a) and (b) shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, andand the Required Backstop Parties; provided, (a) solely with respect however, that any amendment or modification to those terms and provisions that would have a material adverse effect on the value Plan or any provision of the distributions Confirmation Order that alters the plan treatment of the RBL Claims or otherwise adversely affects the RBL claims shall be subject to the holders consent of 2021 the Agent, and any amendment or modification to the Proposed Plan (or any provision of the Confirmation Order) that alters the plan treatment of the Notes Claims or impair otherwise adversely affects the releases in favor Notes Claims shall be subject to the consent of the Required Consenting 2021 Noteholders provided under the Plan as described Noteholders. The Definitive Documents (and any amendments or modifications thereto) in Annex 2 Sections 3.01 (c), (d), (e), (f), (n) and (o) shall be in form and substance reasonably acceptable to the Restructuring Term SheetCompany Parties, the Required Consenting 2021 Creditors, and the Required Backstop Parties, except to the extent an alternative level of consent is expressly provided herein. The Definitive Document (and any amendments or modifications thereto) in Section 3.01 (g), (j), (k) and (l) shall be in form and substance acceptable to the Required Consenting Noteholders, the Required Backstop Parties, and the Company Parties, and reasonably acceptable to the Agent. The Definitive Documents (and any amendments or modifications thereto) in Sections 3.01 (h) and (bi) solely with respect to those terms shall be in form and provisions that would have a material adverse effect on the value of the distributions substance acceptable to the Consenting Sponsors on account of their Equity Interests or impair Agent and the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 Company Parties, and reasonably acceptable to the Restructuring Term SheetRequired Consenting Noteholders and Required Backstop Parties. The Definitive Document (and any amendments or modifications thereto) in Section 3.01 (m) shall be in form and substance acceptable to the Company Parties, the Required Consenting SponsorsCreditors and the Required Backstop Parties. The Definitive Document (and any amendments or modifications thereto) in Section 3.01 (p) shall be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Noteholders and the Required Backstop Parties, after consultation by the Company Parties with the Agent.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (Aa) the Plan Definitive Agreements (and all exhibits theretoas defined in the Sale Transaction Term Sheet); (Bb) the Confirmation Order and pleadings in support of entry of Plan; (c) the Confirmation Order; (Cd) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (Fe) the Financing Order and any credit agreement Disclosure Statement Order; (including any amendmentsf) the DIP Motion, modificationsthe DIP Order, and supplements thereto)the DIP Credit Agreement; (Gg) the First Day Pleadings and all orders sought pursuant theretoPleadings; and (Hh) the Bidding Procedures Motion; (i) the Bidding Procedures Order; (j) the Non-Core Asset Sale Definitive Documents (k) the Plan Supplement; (l) the 1113/1114 Motion; (m) the 1113/1114 Order; (n) all documents memorializing the terms of the EIP Pool; (o) all documents governing any employee bonus, incentive, retention and benefit plans (other than the Xxxxxxxxxxxx Coal Company 2018 Key Employee Incentive Plan and the Xxxxxxxxxxxx Coal Company 2018 Key Employee Retention Plan, except to the extent either such plan is modified after the date of the Prepetition Bridge Loan); and (p) any other material motions, applications, pleadings or other documents the Company files with the Bankruptcy Court. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1614. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date Date, and any amendments, modifications or supplements to such Definitive Documents, shall otherwise be in form and substance reasonably acceptable to the Company Parties, and the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsStakeholders.

Definitive Documents. 3.01. The In an Out-of-Court Restructuring, the Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (Aa) this Agreement, including the Term Sheet; and (b) the Offering Memorandum and each of its exhibits and/or attachments, including the Plan and Disclosure Statement and their respective exhibits, the ballot(s) and other Solicitation Materials, the Backstop Agreement, the New 1.5 Lien Notes Documents, and the New Second Lien Notes Documents. 3.02. In an In-Court Restructuring, the Definitive Documents governing the Restructuring Transactions shall consist of the following: (and all exhibits thereto)a) this Agreement, including the Term Sheet; (Bb) the Confirmation Order Plan, its exhibits and pleadings in support of entry of the Solicitation Materials; (c) the Confirmation Order; (Cd) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (De) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Gf) the First Day Pleadings and all orders sought pursuant thereto; and (Hg) the Plan Supplement; (h) the Backstop Agreement; (i) the New 1.5 Lien Notes Documents; and (j) the New Second Lien Notes Documents. 3.023.03. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, restated, or supplemented in accordance with Section 1614 of this Agreement. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date Date, unless otherwise set forth herein, shall otherwise be in form and substance reasonably acceptable to (a) the Company Parties, Parties and (b) the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent practicable) in respect of (a) all matters relating to their rights in respect any member of the Company Group or otherwise in connection with their relationship with the members of the Company Group, (b) all matters concerning the implementation of the Restructuring Terms, and (c) the pursuit and support of the Restructuring Transaction. Furthermore, subject to the terms hereof, each of the Parties shall take such action as may be necessary to carry out the purposes and intent of this Agreement, including making and filing any required regulatory filings and voting any other debt or equity securities of the Company Group in favor of the Restructuring Transaction (provided that no Consenting 5 1/4% Subordinated Noteholder or Consenting 6 1/4% Subordinated Noteholder shall be required to incur any expense, liability or other obligation), and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement, including proposing a plan that is not the Conforming Plan. While the Consenting 5 1/4% Subordinated Noteholders and the Consenting 6 1/4% Subordinated Noteholders commit herein to support the Restructuring Transaction and Conforming Plan and it is their intention to vote in favor of the Conforming Plan, this Agreement is not and shall not be deemed a solicitation for consent to the Conforming Plan or a solicitation to tender or exchange any Debt. The Definitive Documents governing acceptance of the Restructuring Transactions shall consist of this Agreement Consenting 5 1/4% Subordinated Noteholders and the following: (A) Consenting 6 1/4% Subordinated Noteholders will not be solicited until they have received the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Conforming Disclosure Statement and pleadings the related ballots in support forms approved by the Bankruptcy Court. Notwithstanding anything to the contrary contained in this Agreement, the obligations of approval the Parties hereunder shall be expressly subject to the preparation of definitive documents (the "Definitive Documents") implementing, achieving and relating to the Restructuring Terms and this Agreement, including, without limitation: (i) (a) the Conforming Plan, the Disclosure Statement; (D) , the Solicitation Materials; (E) any order of the Bankruptcy Court approving confirming the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Conformrng Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions which shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company PartiesParties (the "Confirmation Order"), the Required Consenting Senior CreditorsConforming Disclosure Statement, andand any related ballots, releases and settlement documents, (ab) solely with respect definitive documentation relating to those the management incentive plan, the common stock of Reorganized DDi, the preferred stock of DDi Europe (as defined in the Term Sheet) and other related documents, each of which are more specifically described in the Restructuring Terms, shall contain terms and provisions that would have a conditions consistent in all material adverse effect on respects with the value of the distributions Restructuring Terms, and shall be, satisfactory in form and substance to the holders of 2021 Notes Claims Parties signatory thereto, (c) the Conforming Restructuring Loan Documents, and (d) all other agreements, instruments, orders or impair other documents necessary or appropriate to consummate the releases in favor of transactions contemplated by this Agreement, the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 NoteholdersConforming Restructuring Loan Documents or the Conforming Plan, each of which documents must be in form and substance acceptable to each of the Parties (except as otherwise provided in the Term Sheet), and (bii) solely with respect any "first day" orders and motions which must be in form and substance acceptable to those terms and provisions that would have a material adverse effect on the value each of the distributions Parties. Each Party hereby covenants and agrees (i) to negotiate in good faith the Definitive Documents and (ii) to execute (to the Consenting Sponsors on account of their Equity Interests or impair extent they are a party thereto) and otherwise support the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsDefinitive Documents.

Definitive Documents. 3.01. The Definitive Documents definitive documents governing the Restructuring Transactions shall consist of this Agreement the following and any other material document contemplated by the following: Parties needed or utilized to implement, govern, or consummate the Restructuring (Acollectively, the “Definitive Documents”): (a) the Plan disclosure statement or any supplement thereto (and all exhibits and other documents and instruments related thereto) with respect to the Plan (the “Disclosure Statement”); ; (Bb) the EPCA and all schedules, annexes and exhibits thereto, together with the Rights Offering Procedures (collectively, the “Commitment Documents”); (c) the order approving the Disclosure Statement or approving any supplement thereto, including the form of ballots and other solicitation materials in respect of the Plan (the “Disclosure Statement Order” and, such solicitation materials, the “Solicitation Materials”); (d) the Plan, Plan Supplement, and all documents, annexes, schedules, exhibits, amendments, modifications, or supplements thereto, or other documents contained therein, including any schedules of assumed or rejected contracts; (e) the order confirming the Plan (the “Confirmation Order Order”), and any pleadings filed by the Debtors in support of the Bankruptcy Court’s entry of the Confirmation Order; ; (Cf) the Disclosure Statement definitive documents governing the Exit Term Loan Credit Facility, the Exit Revolving Credit Facility, HVF III, and pleadings any amendments to any existing European vehicle financing agreements deemed necessary by the Company (in support consultation with the Requisite Commitment Parties) to achieve its proposed business plan in accordance with the Restructuring (the “Exit Facility Documents”); (g) the documents or agreements relating to the issuance of the Preferred Stock and the Reorganized Equity; (h) the new organizational or other governance documents of the Reorganized Debtors, including the ultimate parent corporation of the Reorganized Debtors; (i) any employment agreements relating to any executive officer of the ultimate parent corporation of the Reorganized Debtors; (j) the motions filed by the Debtors seeking approval of each of the Disclosure Statementabove (if applicable); and (D) the Solicitation Materials; (Ek) any order approving any of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02above not otherwise noted. The Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Agreement Effective Date remain subject to negotiation and completion. Upon and, upon completion, the all Definitive Documents shall (a) reflect and every other document, deed, agreement, filing, notification, letter or instrument related to contain the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of set forth in this Agreement, Agreement (including the Restructuring Term Sheetexhibits and annexes hereto), as they may be modified, amended, or supplemented in accordance with Section 16. Further9 hereof, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall and (b) otherwise be in form and substance reasonably acceptable to the Company PartiesDebtors and the PE Sponsors (and, to the extent of any provisions in such Definitive Document that are Consenting Investor Provisions (as defined below), the Required Requisite Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsInvestors).

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist shall, subject always to Section 3.02, include: (a) irrespective of this Implementation Mechanism: (i) the Restructuring Steps Plan; (ii) any organizational documents of Newco Valaris; (iii) the Backstop Agreement and all other Rights Offering Documents; (iv) the followingNew Secured Notes Documents; (v) any and all documentation required to implement, issue, and distribute the Newco Valaris Equity and New Warrants (including the New Warrant Agreement); and (vi) all opinions, certificates, filings and other deliverables required to satisfy the conditions precedent to the effectiveness of the foregoing documents and agreements; and (b) if a UK Restructuring Plan is to be pursued: (i) a practice statement letter (to the extent applicable); (ii) an explanatory statement including the scheme/plan document itself; (iii) an order of the relevant court in which the UK Restructuring Plan has been filed, giving orders for directions with respect to, among other things, the convening of creditor and/or member meetings to vote on the UK Restructuring Plan; (iv) an order of the court in which the UK Restructuring Plan has been filed sanctioning the relevant UK Restructuring Plan; and (v) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the opinion of the proponent of the UK Restructuring Plan, acting reasonably) whether entered into by a Company Party and/or Consenting Noteholder in connection with implementation of the UK Restructuring Plan (including, for the avoidance of doubt, where such documents are referred to or described in the explanatory statement) (the documents in sub-paragraphs (b)(i) to (b)(v) together, the “UK Restructuring Plan Documents”); (c) if a Shareholder Scheme is to be pursued: (i) a practice statement letter (to the extent applicable) and an explanatory statement (including for the avoidance of doubt, the scheme document itself); (ii) an order of the relevant court in which the Shareholder Scheme has been filed, giving orders for directions with respect to, among other things, the convening of member meetings to vote on the Shareholder Scheme; (iii) an order of the court in which the Shareholder Scheme has been filed sanctioning the Shareholder Scheme; and (iv) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the opinion of the proponent of the Shareholder Scheme, acting reasonably) entered into by a Company Party in connection with implementation of the Shareholder Scheme (including, for the avoidance of doubt, where such documents are referred to or described in the explanatory statement); and (d) in relation to an Administration, an order of the relevant court in which the application for Administration has been filed and any material documents to which the Company is party in relation to the administration process (including in relation to the quantum and structure of funding of the administrators and any sale and purchase agreements and related documents to be entered into or used in connection with the direct or indirect sale of any of the Company Parties to Newco Valaris) where such documents are entered into prior to the Restructuring Effective Date, provided that this shall not include, without limitation, any witness statements in respect of the application for Administration, any protocol entered into between any of the Company Parties and an administrator, where such protocol otherwise complies with this Agreement, nor any document, deed, agreement, filing, notification, letter or instrument required to be issued, produced or otherwise created by an administrator pursuant to applicable Law; (e) in relation to the Chapter 11 Cases: (Ai) the Plan (and all exhibits thereto)Plan; (Bii) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Ciii) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (Div) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement Order and the other Solicitation MaterialsMaterials and any related motions seeking the approval thereof; (Fv) the DIP Facility Documents and the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)Order; (Gvi) the First Day Pleadings and all orders sought pursuant theretothereto and all other material pleadings filed in the Chapter 11 Cases; and (Hvii) the Plan Supplement; and (viii) any other documentation relating to distributions provided to the holders of any Claims or Equity Interests, exit financing or other related documents and such other agreements and documentation reasonably desired or necessary to consummate and document the transactions contemplated by this Agreement and the Restructuring Term Sheet; and (f) such other documents as the Company Parties or the Required Consenting Noteholders reasonably determine are necessary to implement the Restructuring Transactions, or reasonably identify as documents which should be treated as Definitive Documents. 3.02. The Parties acknowledge that the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, The final form of each of the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants materially consistent in all respects with the terms of this Agreement, including Agreement and the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, Each of the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in a form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, (a) solely with Noteholders; provided that any Definitive Documents in respect of a UK Restructuring Plan or Shareholder Scheme need only be reasonably acceptable to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under with Company Claims/Interests against the Company Parties subject to such UK Restructuring Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsShareholder Scheme.

Definitive Documents. 3.01. 3.01 The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: : (Aa) the Plan DIP Orders; (and all exhibits thereto); (Bb) the Confirmation Order DIP Credit Agreement Documents; (c) the Disclosure Statement, its exhibits, and any pleadings filed in support of entry of the Confirmation Disclosure Statement; (d) the Backstop Approval Order; ; (Ce) the Rights Offering Documents; (f) the Backstop Commitment Documents; (g) the Solicitation Materials, and the order approving the Solicitation Materials; (h) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; Order; (Di) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement Plan, Plan Supplement, and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any all material documents, annexes, schedules, exhibits, amendments, modifications, and or supplements thereto); , or other documents contained therein, including any schedules of assumed or rejected contracts; (Gj) the First Day Pleadings Pleadings, and orders granting requested relief; (k) the Confirmation Order, and any pleadings filed in support of Confirmation; (l) the Exit Facility Documents; (m) the Amended ISDA; (n) the Hedging Orders; (o) any Management Incentive Plan or employment agreement entered into after the date hereof and all orders sought pursuant additional documents or agreements related thereto; and ; (Hp) the Plan SupplementNew Corporate Governance Documents; (q) this Agreement; (r) the De Minimis Asset Sale Order; (s) the New Unsecured Notes Term Sheet; (t) the motions seeking approval of each of the above (and, to the extent applicable and not otherwise noted, the orders approving each of the above); and (u) any other document necessary or desirable to implement or achieve the Restructuring Transactions not otherwise listed above; provided, however, that the following are not Definitive Documents: ministerial notices and similar ministerial documents; retention applications; fee applications; fee statements; any similar pleadings or motions relating to the retention or fees of any professional; or statements of financial affairs and schedules of assets and liabilities (the “Non-Substantive Documents”). 3.023.02 The Definitive Documents and related motions and orders shall be consistent with this Agreement, the Plan, and otherwise reasonably acceptable to the Required Consenting Stakeholders; provided that the Definitive Documents in Sections 3.01(a)-3.01(i), 3.01(k), 3.01(l), 3.01(n)-3.01(p), and 3.01(r)-3.01(s) and the related motions and orders shall be consistent with this Agreement, the Plan, and otherwise in form and substance acceptable to the Required Consenting Noteholders; provided, further, that the Definitive Documents in Sections 3.01(a)-3.01(i), 3.01(k)-3.01(n), and 3.01(r)-3.01(s) and the related motions and orders shall be consistent with this Agreement, the Plan, and otherwise in form and substance acceptable to the RBL Agent and DIP Agent. The Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completioncompletion and, except as expressly contemplated in this Agreement (including as set forth in the exhibits and annexes hereto), shall be subject to the consent rights in the preceding sentence and shall be consistent with this Agreement. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall reflect and contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, Agreement (including the Restructuring Term Sheetexhibits and annexes hereto), as they may be modified, amended, or supplemented in accordance with Section 16. Further, 13. 3.03 The Company Parties acknowledge and agree that they will provide advance initial draft copies of the Definitive Documents not executed or in a form attached Sections 3.01(c), 3.01(e)-3.01(f), 3.01(h)-3.01(i), 3.01(k)-3.01(l), 3.01(n)-3.01(p), and 3.01(s) to this Agreement counsel for the Consenting Stakeholders as of the Execution Date shall otherwise be in form soon as reasonably practicable, and substance reasonably acceptable will provide such documents no later than five (5) calendar days prior to the date when any Company PartiesParties intend to file the applicable Definitive Documents with the Bankruptcy Court; provided, however, that for other Definitive Documents, if five (5) calendar days in advance is not reasonably practicable, in no event shall such document be provided later than forty-eight (48) hours in advance of any filing hereof. The Company Parties acknowledge and agree that they will provide advance initial draft copies of any substantive pleadings (which do not include the Required Non-Substantive Documents) other than the Definitive Documents to counsel for the Consenting Senior Creditors, and, Stakeholders no later than twenty-four (a24) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions hours prior to the holders of 2021 Notes Claims or impair date when any Company Parties intend to file the releases in favor of applicable substantive pleadings with the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsBankruptcy Court.

Definitive Documents. 3.01. (a) The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (A) the Plan (and include all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement documents, agreements, commitments, deeds, filings (including any filings with the SEC), notifications, letters, instruments, election forms, subscription forms, amendments, modificationswaivers, consents and other documentation governing or otherwise relating to the Transactions, including the following: i. this Agreement (including the exhibits, annexes and schedules attached hereto); ii. the Commitment Agreement; iii. the Guarantee and Security Agreement; iv. the Note Purchase Agreement; v. the Intercreditor Agreements; vi. the Tender Offer Statement; vii. the Registration Statement; viii. the New Money Registration Statement; ix. the Proposed Amendments; x. the New Money Notes, the Exchange Notes and the Convertible Notes, the related New Money Notes Indenture, Exchange Notes Indenture and Convertible Notes Indenture, and supplements thereto); (G) the First Day Pleadings ancillary documentation including any and all orders sought pursuant theretodocuments or agreements necessary to effectuate the entry thereof; xi. any and all filings with or requests for regulatory or other approvals from any Governmental Regulatory Authority; xii. evidence of the deposit described in Section 3(c), including a copy of the irrevocable instruction to U.S. Bank National Association, as trustee for the 2024 Notes for and on behalf of the holders of the DBS 2024 Notes, to apply the deposit to payment of the 2024 Notes; xiii. any tax steps memorandum describing the implementation of the Transactions; xiv. solely with respect to the Required Consenting DNC 2025 Noteholders, the DBS Documents; and xv. such other documents, agreements, commitments, deeds, filings (including any filings with the SEC), notifications, letters, instruments, election forms, subscription forms, amendments, waivers, consents and (H) other documentation as may be necessary or desirable to consummate and document the Plan SupplementTransactions contemplated by this Agreement. 3.02. (b) The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Agreement Effective Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, agreement, deed, agreement, filingfiling (including any filings with the SEC), notification, letter or instrument letter, instrument, form, amendment, waiver, consent and other documentation related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, Agreement (including the Restructuring Transaction Term SheetSheet attached hereto), as they may be modified, amended, restated, or supplemented in accordance with Section 1611 of this Agreement. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Agreement Effective Date (or, in the case of the DBS Documents, provided to the DNC 2025 Co-Op Group Counsel and the DNC 2026 Co-Op Group Counsel as of the Agreement Effective Date) shall otherwise be in form and substance reasonably acceptable to the Company Parties, Required Consenting DNC 2025 Noteholders and the Required Consenting Senior Creditors, and, (a) solely with respect DNC 2026 Noteholders; provided the DBS Documents will be in form and substance acceptable to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 DNC 2025 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsonly.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (Aa) the Plan (and all exhibits exhibits, ballots, solicitation procedures, and other documents and instruments related thereto), including any “Definitive Documentation” as defined therein and not explicitly so defined herein; (Bb) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Cc) the Disclosure Statement and pleadings in support of approval of DIP Orders, (d) the DIP Documents; (e) the Disclosure Statement; (Df) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation MaterialsOrders; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Gg) the First Day Pleadings and all orders sought pursuant thereto; and (Hh) the Plan Supplement; (i) the New Organizational Documents; (j) any and all documentation required to implement, issue, and distribute the New Equity Interests; (k) the Exit Facility Documents; and (l) the Warrant Agreement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, the Definitive Documents not executed or in a form attached to this Agreement (and any modifications to the Definitive Documents attached to this Agreement) as of the Execution Date shall otherwise be in form and substance reasonably acceptable to to: (i) the Company Parties, ; (ii) the Required Consenting Senior CreditorsTerm Lenders; (iii) the Required Consenting ABL Lenders, and, (a) solely except with respect to those terms and provisions that would have the definitive documentation governing the New Equity Interests, the Warrant Agreement, or a material adverse effect on the value of the distributions New Organizational Document, solely to the holders of 2021 Notes Claims or impair extent they do not adversely affect the releases in favor of ABL Parties; (iv) the Required Consenting 2021 Noteholders provided under Convertible Noteholders, solely to the Plan as described in Annex 2 to extent that such Definitive Document (x) is the Plan, the Restructuring Term SheetSheet (to the extent it is a Definitive Document), the Required Confirmation Order, the Disclosure Statement, a First Day Pleading, the definitive documentation governing the New Equity Interests, the Warrant Agreement (and any ancillary documents governing the Warrants (as defined in the Plan)), or a New Organizational Document, (y) is one of the Exit Facility Documents to the extent such Exit Facility Document contains non- customary economic terms, or (z) adversely affects any of the rights or benefits granted to or received by, or proposed to be granted to or received by, the Consenting 2021 NoteholdersConvertible Noteholders (including, and (b) solely for the avoidance of doubt, with respect to those terms and provisions that would have a material adverse effect on any Claims or Causes of Actions) pursuant to this Agreement or the value Plan (or, solely in the case of the distributions Exit Facility Documents, materially adversely affects such rights and benefits); and (v) the Consenting Sponsors, solely to the Consenting Sponsors on account of their Equity Interests or impair extent that such Definitive Document adversely affects the releases in favor of the Consenting Sponsors provided granted under the Plan as described Definitive Documents, it being understood that the terms and conditions expressly set forth herein are acceptable to Fortress and that Fortress’s consent rights will be reserved with respect to any deviation from such terms and conditions or from the economic terms of the contemplated debt and equity capital structure set forth herein and in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsany attachments hereto.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of includes this Agreement and all other agreements, instruments, pleadings, orders, forms, questionnaires and other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, the Restructuring Transactions, including each of the following: (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; (G) the Interim DIP Order; (H) the Final DIP Order; (I) the DIP Motion; (J) the DIP Facility Documents; (K) the New Organizational Documents; (L) the Exit RBL Facility Documents; (M) the Backstop Purchase Agreement and any pleadings seeking approval of or authorization to enter into the Backstop Purchase Agreement; (N) any documentation relating to the Rights Offering (including the Rights Offering Procedures (as defined in the Plan)); and (HO) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1614. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Required Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Transaction Documents governing necessary to consummate the Restructuring Transactions shall consist of this Agreement have been prepared, negotiated and, to the extent applicable, executed by the parties (or, as applicable, their Affiliates), and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of by the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought of such documents pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in to a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term SheetFinal Order, as they may be modifiednecessary, amended, or supplemented in accordance with Section 16shall have been obtained. Further, the Definitive All Transaction Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be (in form and substance satisfactory to the Investor), to the extent applicable, shall have been executed by the parties thereto (other than the Investor and its Affiliates) on or prior to the Effective Date, shall not have been modified, shall be in effect and the consummation of the transactions contemplated thereby shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents shall have been satisfied or effectively waived. All corporate and other proceedings to be taken by the Company or its Affiliates in connection with the Transaction Documents and the transactions contemplated thereby to be completed at the Closing and documents incident thereto shall have been completed in form and substance satisfactory to the Investor, and the Investor shall have received all such counterpart originals or certified or other copies of the Transaction Documents and such other documents as it may reasonably request. Without limiting the generality of the foregoing, in connection with the consummation of the Plan, the reorganized Company and the Investor shall have entered into certain agreements relative to the Investor’s investment in the reorganized Company, as follows: (i) The Investor and the reorganized Company shall have entered into a shareholders agreement with the other Substantial Investor(s) containing customary terms and conditions reasonably acceptable to the Investor, including, without limitation, provisions intended to preserve the corporate governance agreements provided for above, provisions providing appropriate representation on committees of the Board, and restrictions on transactions by the reorganized Company Partiesor its Subsidiaries with Affiliates and to supercede the provisions in Sections 7.01, 7.02, 7.03 and 7.04. (ii) The Investor and the Required Consenting Senior Creditors, and, (areorganized Company shall have entered into an investor rights agreement with the other Substantial Investor(s) solely with respect to those containing customary terms and provisions that would have a material adverse effect on the value of the distributions conditions reasonably acceptable to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan Investor, including, without limitation, rights typically available to significant equity investors, including rights commonly referred to as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, “tag-a-long rights,” “registration rights” and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors“piggyback registration rights.”

Definitive Documents. 3.01. (a) The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and each of the following: following documents: (Ai) the I Squared Infrastructure Sale Agreement Amendment; (ii) the Disclosure Statement, other Solicitation Materials, and the Disclosure Statement Order and any supplements thereto; (iii) the Confirmation Order; (iv) the Plan (and all exhibits thereto); ; (Bv) the Confirmation Order and pleadings in support of entry of the Confirmation Order; Plan Supplement; (Cvi) the Disclosure Statement Scheduling Motion and pleadings in support of approval of the Disclosure Statement; Scheduling Order; (Dvii) the Solicitation Materials; New Corporate Governance Documents; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (Fviii) the Cash Collateral Orders; (ix) the New GTT Financing Order and any credit agreement Documentation; (including x) any amendments, modificationsrestatements, waivers, supplements or other modifications to the Credit Agreement Forbearance and Consent, Credit Agreement or the CAM Agreement; (xi) any amendments, restatements, waivers, supplements thereto); or other modifications to the Senior Notes Indenture; (Gxii) any amendments, restatements, waivers, supplements, or other modifications to the Priming Facility Credit Agreement; (xiii) the Noteholder New Common Equity Investment Documents; (xiv) the New Warrant Documentation; (xv) all material pleadings filed by the Company in connection with the Chapter 11 Cases, including the First Day Pleadings and all orders sought pursuant thereto; and in connection therewith; (Hxvi) the Plan SupplementI Squared Infrastructure Sale Assumption Motion (if applicable), the I Squared Infrastructure Sale Assumption Order, any amendments to the I Squared Infrastructure Sale Agreement entered into from and after the Agreement Effective Date and any amendments to the I Squared Infrastructure Sale Transaction Documents (other than the I Squared Infrastructure Sale Agreement) entered into from and after the Agreement Effective Date or any related new agreements that are reasonably likely to have a material economic impact on the I Squared Infrastructure Sale, the Company or the Restructuring Transactions; (xvii) the Management Incentive Plan; (xviii) all material filings as may be required by the FCC or any Governmental Regulatory Authority in connection with the Restructuring; and (xix) such other agreements, instruments, and documentation as may be necessary to consummate and document the transactions contemplated by this Agreement, the Restructuring Term Sheet, or the Plan. 3.02. The (b) Any Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the The Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheetand, as they may be modifiedsubject to Section 15.24, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to (x) the Company Parties, Parties and the Required Consenting Senior Creditors, and, Creditors and (ay)(i) solely with respect to those terms and provisions that would have a material adverse effect on matters for which the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term SheetI Squared Consent Right applies, the Required Consenting 2021 NoteholdersI Squared, and (bii) solely with respect to those terms matters for which the Consenting Revolving Lenders Consent Right applies, the Required Consenting Revolving Lenders, (iii) solely if the Consenting Equity Holders Consent Condition has been satisfied, with respect to matters for which the Consenting Equity Holders Consent Right applies, the Required Consenting Equity Holders; and provisions (iv) solely with respect to matters for which the Spruce House Consent Right applies, Spruce House. During the Agreement Effective Period, the Definitive Documents shall not be amended, modified, waived, or supplemented in a manner inconsistent with this Agreement without the prior written consent (with e-mail from counsel being sufficient) of the Required Consenting Creditors and, solely as and to the extent applicable pursuant to the immediately preceding sentence, the other applicable Required Consenting Stakeholders, in each case, such consent not to be unreasonably withheld, conditioned, or delayed; provided, that would have if any such amendment, modification, waiver, or supplement has a material material, disproportionate, and adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor any of the Consenting Sponsors provided under Creditor Claims held by any Consenting Creditor, or on the Plan as described in Annex 2 treatment of such Consenting Creditor Claims, then the consent of each such affected Consenting Creditor shall also be required to effectuate such modification, amendment, waiver, or supplement. The Required Consenting Creditors shall have reasonable consultation rights with respect to any amendments to the Restructuring Term Sheet, I Squared Infrastructure Sale Transaction Documents (other than the Consenting SponsorsI Squared Infrastructure Sale Agreement) entered into from and after the Agreement Effective Date or any related new agreements.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of include all documents (including any related orders, agreements, instruments, schedules, or exhibits) that are contemplated by this Agreement and that are otherwise necessary to implement, or otherwise relate to the Restructuring Transactions, including, without limitation, the following: (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation OrderDisclosure Statement; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (E) the First Day Pleadings; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)Second Day Pleadings; (G) the First Day Pleadings and all orders sought pursuant theretoPlan Supplement; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed motion(s) and related pleadings seeking the use of cash collateral and the Cash Collateral Order (the “Cash Collateral Documents”); (I) the agreement with respect to the New Term Loan Facility and any agreements, commitment letters, documents, or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completioninstruments related thereto (collectively, the Definitive Documents “New Term Loan Documents”); (J) the agreement with respect to the Exit Facility and every other documentany agreements, deedcommitment letters, documents, or instruments related thereto (the “Exit Facility Documents”); (K) any shareholder agreement, filingorganizational documents, notification, letter evidence of equity interests (including share certificates or instrument related other mutually agreed evidence of equity interests to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent be issued in accordance with the terms of this Agreement, including Plan) or other governance documents for the Restructuring Term Sheet, as they may be modifiedreorganized Debtors (the “New Organizational Documents”); (L) the definitive documentation with respect to any management incentive plan (the “MIP Documents”); (M) any new, amended, or supplemented in accordance assumed employment agreements or documents with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable respect to the Company Parties’ officers (the “New Employment Agreements”); (N) any motion(s), orders and related pleadings seeking approval of the Required Consenting Senior CreditorsDebtors’ incurrence of postpetition financing, andif necessary, and all agreements, documents, interim and final orders and/or amendments in connection therewith (athe “DIP Documents”); (O) solely with respect the motion(s) and related pleadings seeking confirmation of the Plan and the Confirmation Order (the “Confirmation Documents”); (P) any such other agreements, pleadings, orders, and documentation desired or necessary to those terms consummate and provisions document the Restructuring Transactions; and (Q) any other document that would has or may have a material adverse effect impact on the value legal or economic rights of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.Consenting

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of include all documents (including any related orders, agreements, instruments, schedules, or exhibits) that are contemplated by this Agreement and that are otherwise necessary to implement, or otherwise relate to the Restructuring Transactions, including, without limitation, the following: (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation OrderDisclosure Statement; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (E) the First Day Pleadings; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)Second Day Pleadings; (G) the First Day Pleadings and all orders sought pursuant theretoPlan Supplement; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed motion(s) and related pleadings seeking the use of cash collateral and the Cash Collateral Order (the “Cash Collateral Documents”); (I) the agreement with respect to the New Term Loan Facility and any agreements, commitment letters, documents, or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completioninstruments related thereto (collectively, the Definitive Documents “New Term Loan Documents”); (J) the agreement with respect to the Exit Facility and every other documentany agreements, deedcommitment letters, documents, or instruments related thereto (the “Exit Facility Documents”); (K) any shareholder agreement, filingorganizational documents, notification, letter evidence of equity interests (including share certificates or instrument related other mutually agreed evidence of equity interests to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent be issued in accordance with the terms of this Agreement, including Plan) or other governance documents for the Restructuring Term Sheet, as they may be modifiedreorganized Debtors (the “New Organizational Documents”); (L) the definitive documentation with respect to any management incentive plan (the “MIP Documents”); (M) any new, amended, or supplemented in accordance assumed employment agreements or documents with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable respect to the Company Parties’ officers (the “New Employment Agreements”); (N) any motion(s), orders and related pleadings seeking approval of the Required Consenting Senior CreditorsDebtors’ incurrence of postpetition financing, andif necessary, and all agreements, documents, interim and final orders and/or amendments in connection therewith (athe “DIP Documents”); (O) solely with respect the motion(s) and related pleadings seeking confirmation of the Plan and the Confirmation Order (the “Confirmation Documents”); (P) any such other agreements, pleadings, orders, and documentation desired or necessary to those terms consummate and provisions document the Restructuring Transactions; and (Q) any other document that would has or may have a material adverse effect impact on the value of the distributions to the holders of 2021 Notes Claims legal or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor economic rights of the Consenting Sponsors provided under Stakeholders. For the Plan as described in Annex 2 to avoidance of doubt, Definitive Documents shall not include the Restructuring Term Sheet, the Consenting SponsorsGo-Forward Railcar Leases.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (Aa) the Plan (and all exhibits thereto)Plan; (Bb) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Cc) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the other Solicitation Materials; (Ed) any the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Ge) the First Day Pleadings and all orders sought pursuant thereto; and (Hf) the Plan SupplementSupplement (including the Governance Documents and any new employment agreements); (g) the PNC Receivables Facility Documents and any related orders; (h) the DIP Orders, the DIP Credit Agreements, and the other DIP Documents; (i) the documents comprising the Exit Facilities; (j) such other definitive documentation relating to a recapitalization or restructuring of the Company Parties as is necessary or desirable to consummate the Restructuring Transactions; (k) any and all deeds, agreements, filings, notifications, pleadings, orders, certificates, letters, instruments or other documents related to the Restructuring Transactions; and (l) any exhibits, amendments, modifications or supplements made from time to time to any of the foregoing in accordance with the terms hereof and thereof. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as Each of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other material document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, Agreement as they may be modified, amended, or supplemented in accordance with Section 1612. Further, subject to and without limiting any additional consent or approval rights of the Parties specified elsewhere in this Agreement, the Definitive Documents and every other material document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions not executed or in a form attached to this Agreement as of the Execution Date shall be consistent with this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, Creditors and the Specified Equity Holders (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided extent required under the Plan as described in Annex 2 Specified Equity Holder Consent Right); provided, that the DIP Orders, the DIP Credit Agreements, and the other DIP Documents shall be subject to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases consent rights contained in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorseach respective defined term above.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: : (Aa) the Disclosure Statement; (b) the Solicitation Materials; (c) the Governance Documents; (d) the DIP Commitment Letter; (e) the DIP Orders (and motion(s) seeking approval thereof); (f) the DIP ABL Facility Documents (if applicable); (g) the DIP Term Loan Facility Documents; (h) the Exit Term Loan Facility Documents; (i) the Exit ABL Facility Documents (if applicable); (j) the Backstop Agreement, the Rights Offering Procedures, and all other Rights Offering Documents; (k) the Plan (and all exhibits thereto); ; (Bl) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (Em) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; Materials (Fand motion(s) seeking approval thereof); (n) all material pleadings and motions filed by the Financing Order Company Parties in connection with the Chapter 11 Cases (and any credit agreement (related orders), including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and ; (Ho) the Renegotiated RingCentral Contracts; (p) the 2023 PBGC Settlement Documentation; (q) the Plan Supplement; (r) the MIP Pre-Emergence Allocation Pool, as applicable, as permitted pursuant to, and in accordance with the Plan; (s) the Escrow Direction Letter and, to the extent not covered by any above-mentioned items, any and all agreements, documents, and filings in connection with the release of the Escrow Cash pursuant to this Agreement and the Escrow Direction Letter; (t) any and all filings with or requests for regulatory or other approvals from any governmental entity or unit, other than ordinary course filings and requests, necessary or desirable to implement the Restructuring Transactions; and (u) such other agreements, instruments, and documentation as may be necessary to consummate and document the transactions contemplated by this Agreement or the Plan. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1614. FurtherUnless otherwise set forth herein, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to (a) the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Required Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsStakeholders.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of include this Agreement and all other agreements, instruments, pleadings, orders, forms, questionnaires, and other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions, and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, the Restructuring Transactions, including the following: , as applicable: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (Ea) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and documents in connection with any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings or “second day” pleadings and all orders sought pursuant thereto; and , including any cash management orders; (Hb) the Plan SupplementDisclosure Statement; (c) the Solicitation Materials; (d) the Plan; (e) the Financing Orders; (f) the DIP Documents; (g) the DIP Commitment Letter (h) the TL Exit Facility Documents; (i) the Revolving Exit Facility Documents; (j) the Exit Facility Backstop Agreement (as defined in the Restructuring Term Sheet) and related subscription documents; (k) the Disclosure Statement Order; (l) the Confirmation Order; (m) the Restructuring Steps Memorandum; (n) the New Governance Documents; (o) such other definitive documentation relating to a restructuring of the Company Parties as is necessary or desirable to consummate the Restructuring Transactions; and (p) any other material exhibits, schedules, amendments, modifications, supplements, appendices, or other documents and/or agreements relating to any of the foregoing. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion, as applicable. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms of this Agreement, including Agreement and the applicable terms of the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1612. Further, except as otherwise set forth herein, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable in all respects to (i) with respect to all Definitive Documents (other than the New Governance Documents), the Company Parties, ; provided that the Required Consenting Senior Creditors, and, New Governance Documents shall be determined in consultation with the Company Parties and (aii) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheetall Definitive Documents, the Required Requisite Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsLenders.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist include the following (in each case, and any order, or amendment or modification of this Agreement any order, entered by the Bankruptcy Court related to the below items): (a) the First Day Pleadings and the following: Second Day Pleadings and all orders sought pursuant thereto; (Ab) the Plan (and all exhibits exhibits, ballots, solicitation procedures, and other documents and instruments related thereto); , including any “Definitive Documentation” as defined therein and not explicitly so defined herein; (Bc) the Plan Supplement and all documents, annexes, exhibits, schedules contained therein, including any schedules of rejected contracts; (d) the Disclosure Statement; (e) the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (f) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (Cg) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; 9019 Orders; (Dh) the Solicitation Materials; DIP Orders; (Ei) the Senior DIP Facility Documents; (j) the Junior DIP Facility Documents; (k) the Backstop Commitment Agreement and all pleadings and agreements related to the Equity Rights Offering; (l) the New Organizational Documents; (m) the First Lien Exit Facility Documents; (n) the Second Lien Exit Facility Documents; (o) the Amended Elk Hills Power Agreements; (p) any documentation in connection with the Conversion Right, the Eligible Stock, or the Eligible Notes, as applicable; (q) any documentation in connection with the Eligible Notes, including the form of indenture governing the same; (r) any XXXX/KERP Plan and any motion or order of related thereto; (s) any agreements, motions, pleadings, briefs, applications, orders, and other filings with the Bankruptcy Court approving the Disclosure Statement and the related to Elk Hills Power; (t) any other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendmentsmaterial agreements, modificationsmotions, pleadings, briefs, applications, orders, and supplements thereto)other filings with the Bankruptcy Court related to the Restructuring Transactions; and (Gu) any material pleadings that impose or seek authority to impose sell-down orders or restrictions on the First Day Pleadings and all orders sought pursuant thereto; and (H) ability of the Plan SupplementConsenting Creditors or other parties to trade any of the Company Parties’ securities, other than equity securities. 3.02. The Definitive Documents that are not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent not inconsistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, the Definitive Documents that are not executed or in a form attached to this Agreement as of the Execution Date, and any amendment thereto, shall be subject to the following consent rights: (a) The Definitive Documents listed in the foregoing sections 3.01(a)-(f), 3.01(i)-3.01(o), 3.01(r), 3.01(t), and 3.01(u) shall be filed no later than the Settlement Effective Date and at the time of filing shall otherwise be reasonably acceptable to Ares and the Required Consenting Creditors; provided that any modifications after the Settlement Effective Date to (i) the Definitive Documents listed in form the foregoing 3.01(o) shall be reasonably acceptable to Ares and substance the Required Consenting Creditors; (ii) the Definitive Documents listed in the foregoing 3.01(a)-(f), 3.01(i)-3.01(n), 3.01(r), 3.01(t), and 3.01(u) shall be (x) reasonably acceptable to the Company Required Consenting Parties and (y) to the extent any modification disproportionately and adversely affects Ares, as compared to the other Required Consenting Parties, reasonably acceptable to Ares; (iii) those provisions of the Definitive Documents listed in the foregoing 3.01(b)-(f), (h)-(k), and (t) that disproportionately affect the economic recoveries of the Deficiency/Unsecured Debt Claims shall be reasonably acceptable to the Required Consenting Senior Deficiency Creditors, and; and (iv) those provisions of the Definitive Documents listed in the foregoing 3.01(b)-(f), (ak) solely with respect to those terms and provisions (t) that would have a material adverse effect on affect the value amount of the distributions Tranche B Minimum Allocation or the portion of the Backstop Commitment Premium allocable to parties holding the Tranche B Minimum Allocations (each as defined in the Backstop Commitment Term Sheet) or the terms or conditions to payment thereof to such parties shall be reasonably acceptable to the holders of 2021 Notes Claims or impair Crossover Ad Hoc Group. (b) The Definitive Documents listed in the releases in favor of foregoing sections 3.01(g), 3.01(h), 3.01(p)-3.01(q), and 3.01(s), shall be reasonably acceptable to the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, Parties and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsAres.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: : (A) the Plan (and all exhibits thereto); (Ba) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (Cb) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; Recognition Order; (Dc) the Solicitation Materials; Plan; (Ed) any order of a contingent value rights agreement, in form and substance mutually agreeable to the Bankruptcy Court approving the Disclosure Statement Company Parties and the other Solicitation Materials; Consenting Creditors; (Fe) all material pleadings filed by the Financing Order and any credit agreement Company Parties in connection with the Israeli Debt Arrangement Proceedings (or related order), including any amendmentsthe Israeli Court Motion, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; provided, however, that any monthly or quarterly operating reports, retention applications, fee applications, fee statements, and any declarations in support thereof or related thereto shall not constitute material pleadings; (Hf) all material pleadings filed by the Plan SupplementCompany Parties in connection with the Chapter 15 Case (or related order), and all orders sought pursuant thereto; (g) if applicable, all material pleadings filed by the Company Parties in connection with any Parallel Proceedings (or related order), and all orders sought pursuant thereto; and (h) any and all other deeds, agreements, filings, notifications, pleadings, orders, certificates, letters, instruments or other documents reasonably necessary or desirable to consummate and document the transactions contemplated by this Agreement or the Restructuring Transactions (including any exhibits, amendments, modifications, or supplements from time to time). 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Agreement Effective Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants covenants, as applicable, consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1614. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Agreement Effective Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms Parties and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsCreditors.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (A) the Plan (and any and all exhibits annexes and schedules thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (FD) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)Disclosure Statement Order; (GE) all pleadings filed by the Company Parties in connection with the Chapter 11 Cases (or related orders), including the First Day Pleadings and all orders sought pursuant thereto; and (F) the Plan Supplement; (G) the DIP Facility Documents; (H) the Plan SupplementDIP Orders; (I) the Exit Facility Documents; (J) the Takeback Debt Documents; (K) the New Organizational Documents; (L) any key employee incentive plan or key employee retention plan; (M) all documentation with respect to any post-emergence management incentive plan, including the Management Incentive Plan; (N) any other disclosure documents related to the issuance of the New Common Stock; (O) any new material employment, consulting, or similar agreements; (P) any and all filings as may be required under the rules of the Federal Communications Commission (the “FCC”) and/or any state public utility commission (“PUC”) in connection with the Chapter 11 proceedings; and (Q) any and all other deeds, agreements, filings, notifications, pleadings, orders, certificates, letters, instruments or other documents reasonably desired or necessary to consummate and document the transactions contemplated by this Agreement or the Restructuring Transactions (including any exhibits, amendments, modifications, or supplements made from time to time thereto). 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1614. Further, subject to and without limiting any additional consent or approval rights of the Parties specified elsewhere in this Agreement or in the Restructuring Term Sheet, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior CreditorsNoteholders; provided, and, (a) solely with respect that the New Organizational Documents shall be determined by and acceptable to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorssole discretion.

Definitive Documents. 3.01. The “Definitive Documents governing Documents” (in each case, as amended, supplemented, or otherwise modified from time to time in accordance with the Restructuring Transactions terms hereof and thereof) shall consist of this Agreement and the followinginclude, without limitation: (Aa) all documents implementing, achieving, contemplated by or relating to the Restructuring, including, without limitation, (i) the Plan, (ii) the Disclosure Statement, (iii) the plan supplement and its exhibits, ballots and other solicitation materials in respect of the Plan (the “Solicitation Materials”), (iv) the New Secured Notes Indenture, which shall contain the terms set forth on the term sheet attached hereto as Exhibit B, the collateral and all security agreements creating, evidencing or perfecting the liens on and security interests in the collateral securing the New Secured Notes, and any other definitive documentation with respect to the New Secured Notes (collectively, the “New Secured Notes Documents”), (v) the definitive documentation with respect to the Iroko Acquisition, including the Purchase Agreement, attached hereto as Exhibit C and transition services agreement (if any) with respect thereto, (vi) the definitive documentation with respect to the Rights Offering (if applicable), including the Backstop Commitment Agreement, (vii) other commitment agreements, exit financing agreements or collateral or other financing documents with respect to any indebtedness incurred by any Company Party under the Plan or otherwise in connection with the Restructuring, (viii) the organizational documents of any Company Party (including, without limitation, any Corporate Governance Documents), (ix) the shareholder agreements and registration rights agreements with respect to the New Egalet Common Stock, (x) the New Royalty Rights Agreements, and (xi) other transactional or corporate documents (including, without limitation, any agreements and documents described in the Plan and the exhibits thereto); (b) all motions, pleadings, orders or other documents filed in the Chapter 11 Cases by any Company Party seeking approval, ratification or confirmation of any of the documents implementing, achieving, contemplated by or relating to the Restructuring, including, without limitation, (i) the motion or motions to (A) approve the Disclosure Statement, (B) confirm the Confirmation Order and pleadings in support of entry of the Confirmation Order; Plan, (C) authorize the Disclosure Statement and pleadings in support use of approval of the Disclosure Statement; cash collateral, (D) approve the Solicitation Materials; , and (E) grant any “first-day” relief requested by the Company, and (ii) the order or orders (A) authorizing the use of cash collateral on an interim and final basis (respectively, the Bankruptcy Court “Interim Cash Collateral Order” and the “Final Cash Collateral Order” and, together, the “Cash Collateral Orders”), (B) approving the Disclosure Statement and the other Solicitation Materials; solicitation procedures (Fthe “Disclosure Statement Order”), (C) confirming the Financing Order and any credit agreement Plan (including any amendments, modificationsthe “Confirmation Order”), and supplements thereto); (GD) granting any “first-day” relief requested by the First Day Pleadings and all orders sought pursuant theretoCompany; and (Hc) all definitive documentation with respect to the Plan Supplement. 3.02Management Incentive Plan. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion and shall, upon completion, the Definitive Documents 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 material respects with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall and otherwise be in form and substance acceptable to the Company and reasonably acceptable the Required Supporting Noteholders; provided, that any amendments, modifications, waivers of or supplements to the Definitive Documents, whether filed with the Bankruptcy Court or otherwise finalized, shall (w) not be made without the prior written consent of the Required Supporting Noteholders (including via email), (x) be consistent in all material respects with this Agreement, and (y) otherwise be in form and substance acceptable to the Company and reasonably acceptable to the Company PartiesRequired Supporting Noteholders; provided, further, that if any change, modification or amendment to the Definitive Documents is non-substantive and would not adversely affect the legal rights or economic recoveries of any Supporting Noteholder, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor consent of the Required Consenting 2021 Supporting Noteholders provided under shall not be required; provided, further, that the Plan as described in Annex 2 foregoing exception shall not apply to the Restructuring Term SheetPlan, the Required Consenting 2021 NoteholdersConfirmation Order, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsNew Secured Notes Documents.

Definitive Documents. 3.01. (a) The definitive documents (the “Definitive Documents governing Documents”) with respect to the Restructuring Transactions shall consist of this Agreement include all documents (including any related orders, agreements, instruments, schedules or exhibits) that are contemplated by the Plan and that are otherwise necessary or desirable to implement, effectuate, or otherwise relate to the followingRestructuring, including, without limitation: (Ai) the Plan; (ii) the documents to be filed in the supplement to the Plan; (iii) the disclosure statement for the Plan that is prepared and distributed in accordance with sections 1125, 1126(b), and 1145 of the Bankruptcy Code (and all exhibits theretothe “Disclosure Statement”); (Biv) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of motion seeking approval of the Disclosure Statement; Statement (Dthe “Disclosure Statement Motion”) and the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and (the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto“Disclosure Statement Order”); (Gv) the First Day Pleadings order confirming the Plan (the “Confirmation Order”); (vi) any documentation relating to the use of cash collateral including a motion seeking authority to use cash collateral, an interim order (the “Interim Cash Collateral Order”), and all orders sought pursuant theretoa final order (the “Final Cash Collateral Order,” and together with the Interim Cash Collateral Order, the “Cash Collateral Orders”) approving the same; (vii) the credit agreement with respect to the New Credit Facility having the terms and conditions as set forth in the term sheet attached hereto as Exhibit B (the “RBL Term Sheet”), and any agreements, documents or instruments related thereto (the “New Credit Facility Loan Agreements”); and (Hviii) any organizational documents, shareholder and member related agreements, or other governance documents for the Plan Supplement. 3.02reorganized Company. The Definitive Documents not executed or in a form attached to this Agreement as Each of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents shall (1) contain terms and every other documentconditions consistent in all material respects with this Agreement, deedthe Term Sheet, agreementand the RBL Term Sheet, filing, notification, letter or instrument related and (2) shall otherwise be reasonably satisfactory in all respects to the Restructuring Transactions Company, the Requisite First Lien Lenders, the Requisite Second Lien Noteholders and the Requisite Cross-Over Noteholders (solely with respect to any provision directly impacting the 2nd/3rd Lien Plan Settlement (as defined in the Term Sheet)), including with respect to any modifications, amendments, or supplements to such Definitive Documents at any time during the Plan Support Period; provided, however, that solely with respect to the Definitive Documents referenced in clauses (vi) and (vii) hereof, only the Requisite First Lien Lenders and Requisite Second Lien Noteholders shall contain terms, conditions, representations, warrantieshave such consent rights, and covenants consistent the Cash Collateral Orders and the New Credit Facility Loan Agreements referenced in clauses (vi) and (vii), respectively, must be acceptable in all respects to the Requisite First Lien Lenders; provided further, however, that solely with respect to the Definitive Documents referenced in clause (viii) hereof, only the Requisite Second Lien Noteholders shall have such consent rights. Notwithstanding anything herein to the contrary, the Consenting Cross-Over Ad Hoc Committee shall have the right to receive all Definitive Documents contemporaneously with the terms Company, the First Lien Agent, and the Consenting Second Lien Ad Hoc Committee, as applicable. (b) Each of the exhibits attached hereto (such as the Term Sheet and the RBL Term Sheet) and any schedules to such exhibits (collectively, the “Exhibits and Schedules”) is expressly incorporated herein and made a part of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached and all references to this Agreement as shall include the Exhibits and Schedules. In the event of the Execution Date shall otherwise be in form and substance reasonably acceptable any inconsistency between this Agreement (without reference to the Company PartiesExhibits and Schedules) and the Exhibits and Schedules, the Required Consenting Senior Creditors, and, this Agreement (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions without reference to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, Exhibits and (bSchedules) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsshall govern.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (Aa) the Plan (and all exhibits thereto)Plan; (Bb) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Cc) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (Dd) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Ge) the First Day Pleadings and all orders sought pursuant thereto; and (Hf) the Plan Supplement, (g) any motion seeking approval of the Company Parties’ incurrence of postpetition financing and all agreements, documents, budgets, interim and final orders, and/or amendments in connection therewith (collectively, the “DIP Documents” and the budget(s) provided in the DIP Documents (and all amendments thereto), the “DIP Budget”); (h) the Wind-Down Budget; and (i) any motion seeking approval of bidding procedures and/or a sale of some or all of the Company Parties’ assets and all agreements, documents, orders, and/or amendments in connection therewith, including the Bidding Procedures, (collectively, the “Sale Documents”). 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions Transactions, or any amendments thereto, shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date (including, for the avoidance of doubt, the DIP Documents and any and all updated budgets related thereto) shall otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsLenders.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement the following: (a) the Description of Transaction Steps; (b) any organizational documents of the Reorganized Debtors; (c) any and all documentation required to implement, issue, and distribute the New Common Stock; (d) the New Management Services Agreements; (e) any motion seeking to reject the Seadrill MSAs; (f) the Chapter 11 Plan, including, for the avoidance of doubt, the Cash Cap, Cash Out Amount, and the following: treatment of Holders of Claims in Class 3, Class 4, and Class 5, as may be modified pursuant to this Agreement, and any alternative plan of reorganization filed by the Debtors, and any amendments thereto as may be reasonably requested by the Ad Hoc Committee; (A) the Plan (and all exhibits thereto); (Bg) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (Ch) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; ; (Di) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; ; (Fj) the Financing Order and any credit agreement Orders; (including any amendments, modifications, and supplements thereto); (Gk) the First Day Pleadings and all orders sought pursuant thereto; and ; (Hl) the Plan SupplementSupplement and all documents contained therein; (m) to the extent applicable and not otherwise noted in this Section 3.01, the motions seeking approval of any of the foregoing; (n) any other material pleadings or material motions the Company Parties plan to file in connection with the Chapter 11 Cases and all orders sought pursuant thereto; and (o) any amendment to any of the foregoing. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1612. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsTLB Lenders.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: : (Aa) the Plan and the Plan Supplement; (and all exhibits thereto); (Bb) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (Cc) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; its exhibits; (Dd) the Solicitation Materials; ; (Ee) any the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; ; (Ff) the Financing Order and any credit agreement Cash Collateral Order; (including any amendments, modifications, and supplements thereto); (Gg) the First Day Pleadings and all orders sought pursuant thereto; and Exit Facility Documents; (Hh) the Plan SupplementGovernance Documents; (i) the Management Compensation Term Sheet and Management Incentive Plan; and (j) the New Warrants Documentation. 3.02. The Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, Agreement (including the Restructuring Term Sheetannexes hereto), as they may be modified, amended, or supplemented in accordance with Section 1613 hereof. Further, except as expressly contemplated in this Agreement (including the annexes hereto), the Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Date shall be consistent with this Agreement and otherwise in form and substance reasonably acceptable to the Company Parties and the Required Consenting First Lien Noteholders; provided that the New Warrants Documentation shall also be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Unsecured Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents governing 3.1 Subject to Section 3.2 of this Agreement, the Restructuring and the Restructuring Transactions will be implemented pursuant to the following definitive documents and agreements (including all exhibits, schedules, supplements, appendices, annexes and attachments thereto, collectively, the “Definitive Documents”): (a) the Strict Foreclosure Agreement; (b) the documents governing the terms and conditions of the New Secured Notes, including, without limitation, any amendment, modification, or supplement to the New Notes Indenture governing the terms and conditions of the New Secured Notes and any amended, restated, or otherwise modified collateral and security documents creating, evidencing or perfecting the liens on and security interests in the collateral securing the New Secured Notes; (c) the documents governing the terms and conditions of the New PIK Notes, including, without limitation, the indenture governing the terms and conditions of the New PIK Notes and any related registration rights agreement; (d) the documents governing the terms and conditions of the amended and restated New Revolving Credit Facility (the “Amended and Restated Revolving Credit Facility”), including, without limitation, the amended and restated credit agreement governing the terms and conditions of the Amended and Restated Revolving Credit Facility and the loans thereunder and any amended, restated, or otherwise modified collateral and security documents creating, evidencing or perfecting the liens on and security interests in the collateral securing the Amended and Restated Revolving Credit Facility (collectively, the “Amended and Restated Revolver Documents”); (e) organizational and governance documents, including the LLC agreement of Bondholder NewCo; and (f) other documents reasonably necessary or appropriate to implement the Restructuring and the Restructuring Transactions. 3.2 Notwithstanding anything to the contrary herein, each of the Definitive Documents shall consist of be consistent in all material respects with this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date Sheet and shall otherwise be in form and substance reasonably acceptable to the Company Partiesand the Consenting Noteholders in their respective sole discretion (except for the Amended and Restated Revolver Documents, which shall otherwise be in form and substance acceptable to the Required Consenting Senior Creditors, and, Company and the Revolver Lenders (a) solely with respect to those terms and provisions that would have a material adverse effect on acting at the value direction of the distributions to the holders of 2021 Notes Claims or impair the releases a majority in favor principal amount of the Required Consenting 2021 Noteholders provided under the Plan as described New Secured Notes) in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsrespective sole discretion).

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: : (Aa) a motion seeking authorization of the Debtors’ entry into the Backstop Commitment Agreement (the “BCA Approval Motion”) and an order approving the BCA Approval Motion (the “BCA Approval Order”); (b) the Plan; (c) the Confirmation Order; (d) the Disclosure Statement; (e) the solicitation procedures and materials with respect to the Plan (and all exhibits theretocollectively, the “Solicitation Materials”); ; (Bf) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving granting the Disclosure Statement Motion; (g) the Plan Supplement (including, without limitation, documents identifying the officers and directors of the Reorganized Debtors, the governance documents for the Reorganized Debtors, and any equityholders’ agreements with respect to the Reorganized Debtors); (h) the credit agreement or indenture, as applicable, with respect to the New Exit Facility, and any agreements, commitment letters, documents, or instruments related thereto; (i) the Backstop Commitment Agreement; (j) any documents related to the Rights Offering or procedures related thereto; (k) the agreement setting forth the definitive terms of the settlement contemplated by the Uniti Term Sheet (the “Uniti Agreement”); (l) the Uniti 9019 Motion; (m) the Uniti 9019 Order; (n) any amendments to the Master Lease, dated April 24, 2015, by and between CSL National, LP and the other Solicitation Materials; entities set forth thereto, as landlord, and Holdings, as tenant (Fas amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms) contemplated by the Uniti Term Sheet (the “Master Lease Amendments”); (o) the Financing Order ILEC Lease, CLEC Lease, True Lease Opinions, and REIT Opinion (each as defined in the Uniti Term Sheet); (p) any and all other motions, pleadings, or documents required or as may be necessary to implement the Uniti Transactions, including any tax or other legal opinions (together with the Uniti Agreement, Uniti 9019 Motion, Uniti 9019 Order, Master Lease Amendments, ILEC Lease, CLEC Lease, True Lease Opinions, and REIT Opinion, the “Uniti Documents”); and (q) the motions seeking approval of each of the above (and, to the extent applicable and not otherwise noted, the orders approving each of the above) and any credit agreement (including any amendments, modifications, and supplements thereto); (G) other document necessary to implement or achieve the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan SupplementRestructuring Transactions not otherwise listed above. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16‎Section 14. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including all exhibits hereto) and otherwise be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Creditors; provided, that the Uniti Documents shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including all exhibits hereto) and otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior CreditorsUniti Parties, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided Creditors; provided, further, that any provision of any of the Definitive Documents set forth in Sections 3.01‎3.01(a) through ‎3.01(j) and 3.01(q) that adversely impacts the rights or obligations of the Uniti Parties under this Agreement, the Plan as described Uniti Agreement, or the Uniti 9019 Order, or adversely impacts the ability of the Uniti Parties and the Debtors to consummate the Uniti Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including all exhibits hereto) and otherwise be in Annex 2 form and substance reasonably acceptable to the Restructuring Term SheetCompany Parties, the Uniti Parties, and the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsCreditors.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (E) the DIP Facility Documents; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)DIP Orders; (G) the Exit Facility Documents; (H) the operational First Day Pleadings and the orders approving the same; (I) any other material pleadings or material motions the Company Parties plan to file in connection with the Chapter 11 Cases, and all orders sought pursuant thereto; , including (i) any and all motions filed to assume, assume and assign, or reject an executory contract or unexpired lease and the order or orders of the Bankruptcy Court approving such motions and (Hii) any and all motions seeking approval of a KXXX and/or KERP and the order or orders of the Bankruptcy Court approving such motions (for the avoidance of doubt, the following are not material pleadings or material motions: ministerial notices and similar ministerial documents; retention applications; fee applications; fee statements; any similar pleadings or motions relating to the retention or fees of any professional; statements of financial affairs and schedules of assets and liabilities); (J) the Plan Supplement; (K) the New Common Shares Documents; (L) the New Corporate Governance Documents and other organizational documents of Reorganized XOG and the Reorganized Debtors; (M) the Equity Rights Offering Documents; (N) the Combination Transaction Documents; (O) the Proposal Submission Guidelines Documents; (P) the Management Incentive Plan and related documents or agreements; (Q) the Registration Rights Agreement, if any; and (R) such other agreements and documentation desired or necessary to consummate and document the transactions contemplated by this Agreement and the Restructuring Term Sheet. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1612. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, (a) solely with respect Noteholders; provided that the Equity Rights Offering Documents shall be reasonably acceptable to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Senior Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (A) the Plan (and the Non-TopCo Plan) and the Plan Supplement (and, in each case, any and all exhibits exhibits, annexes, schedules ballots, solicitation procedures, and other documents and instruments related thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (FE) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)New Debt Documents; (G) the First Day Pleadings and all orders sought pursuant theretoBackstop Commitment Agreement; and (H) the Plan SupplementNew Warrants Agreements; (I) the CVR Agreements; (J) any and all documentation required to implement, issue, and distribute the New Common Stock, New Debt, CVRs, or New Warrants, including any material disclosure documents related thereto; (K) the Management Incentive Plan; (L) the New Corporate Governance Documents; (M) the Settlement Agreement and all pleadings or documents in connection with the Settlement Agreement, including the Settlement Order; (N) the Secured Creditor Settlement Term Sheet; (O) the Restructuring Steps Memorandum; (P) the Guarantee Litigation Scheduling Order; and (Q) any and all other material documents, deeds, agreements, filings, notifications, letters or instruments necessary or required to consummate the Restructuring Transactions (including any exhibits, amendments, modifications, or supplements made from time to time thereto). 3.02. The Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Date remain subject to good faith negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they this Agreement may be modified, amended, or supplemented in accordance with Section 1614. Further, subject to and without limiting any additional or different consent or approval rights of the Parties specified elsewhere in this Agreement, the Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Date, including any amendments to the Definitive Documents (including, for the avoidance of doubt, any amendments to the Definitive Documents that are executed as of the Execution Date and/or in the form attached to this Agreement), shall otherwise be in form and substance (x) acceptable to (a) the Company Parties, (b) the Required Consenting Xxxxxxx Crossover Group Members subject to the Xxxxxxx Crossover Ad Hoc Group Consent Right, and (c) the Required Consenting HoldCo Creditors subject to the HoldCo Creditor Group Consent Right, and (y) reasonably acceptable to the Company PartiesRequired Consenting First Lien Creditors, solely to the extent provided under the First Lien Creditors Consent Right; provided that the Required Consenting Senior HoldCo Creditors shall have the right to consult in respect of the negotiation of the “makewhole” provisions in the New Debt Documents concerning the New Term Loans and New Notes; provided, further that (A) the Guarantee Litigation Scheduling Order shall be in form and substance acceptable only to the Company Parties and the Required Consenting Unsecured Creditors and (B) the Backstop Commitment Agreement shall be in form and substance acceptable only to the Company Parties and the Required Consenting Xxxxxxx Crossover Group Members; provided, further, that the Secured Creditor Settlement Term Sheet shall be in form and substance acceptable only to the Company Parties and the Required Consenting First Lien Creditors. 3.03. The Company Parties acknowledge and agree that they will provide advance initial draft copies of the Definitive Documents to counsel for the Consenting Creditors as soon as reasonably practicable and will use commercially reasonable efforts to provide such documents no later than five (5) calendar days prior to the date when any Company Party intends to file the applicable Definitive Document with the Bankruptcy Court or otherwise finalize such document; provided, that the Company Parties shall use their best efforts to ensure that no Definitive Document is filed with the Bankruptcy Court or finalized unless the consent rights set forth in Section 3.02 of this Agreement have been satisfied. The Company Parties further acknowledge and agree that they will provide advance initial draft copies of any substantive pleadings other than the Definitive Documents to counsel for the Consenting Creditors and shall exert commercially reasonable efforts to provide such documents no less than three (3) Business Days, and, in all events, shall provide such documents no later than two (a2) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions days (which shall include at least one (1) Business Day) prior to the holders of 2021 Notes Claims date when any Company Party intends to file the applicable substantive pleadings with the Bankruptcy Court or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsotherwise finalize such document.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: : (Aa) the Plan DIP Orders; (and all exhibits thereto); (Bb) the Confirmation Order DIP Facility Documents; (c) the Disclosure Statement, its exhibits, and any pleadings filed in support of entry of the Confirmation Order; Disclosure Statement; (Cd) the Solicitation Materials, and the order approving the Solicitation Materials; (e) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; Order; (Df) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement Plan, Plan Supplement, and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any all material documents, annexes, schedules, exhibits, amendments, modifications, and or supplements thereto); , or other documents contained therein, including any schedules of rejected contracts; (Gg) the First Day Pleadings Pleadings, and orders granting requested relief; (h) the Confirmation Order, and any pleadings filed in support of Confirmation; (i) the Exit Facility Documents; (j) the Warrants Documentation; (k) any new Hedge Contracts or amendments to existing Hedge Contracts entered into by the Company Parties during the Agreement Effective Period; (l) the Management Incentive Plan, Management Compensation Term Sheet, and all orders sought pursuant additional documents or agreements thereto; and ; (Hm) the Plan SupplementNew Organizational Documents; (n) this Agreement; and (o) the motions seeking approval of each of the above (and, to the extent applicable and not otherwise noted, the orders approving each of the above) and any other document necessary to implement or achieve the Restructuring not otherwise listed above. 3.02. The Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completioncompletion and, except as expressly contemplated in this Agreement (including as set forth in the exhibits and annexes hereto), shall be consistent with this Agreement and otherwise in form and substance reasonably acceptable to the Company Parties or Debtors, as applicable, and the Required Consenting Second Lien Noteholders; provided that (a) (1) the DIP Facility Documents (other than the DIP Orders) shall also be in form and substance acceptable to the Company Parties or Debtors, as applicable, and the DIP Lenders, (2) the DIP Orders shall also be in form and substance acceptable to the Company Parties or Debtors, as applicable, and the DIP Agent, (3) the Plan and Confirmation Order shall also be in form and substance acceptable to the Company Parties or Debtors, as applicable, and the Consenting RBL Lenders and DIP Agent, (4) the Exit Facility Documents shall also be in form and substance acceptable to the Company Parties or Debtors, as applicable, and the Exit Facility Lenders, and (5) to the extent any First Day Pleadings and orders granting requested relief affect the RBL Lenders, the DIP Lenders, or the Exit Facility Lenders, as applicable, such First Day Pleadings and orders, shall also be in form and substance acceptable to the Company Parties or Debtors, as applicable, and the Consenting RBL Lenders, DIP Agent, or Exit Facility Lenders, as applicable, (b) any new Hedge Contracts or amendments to existing Hedge Contracts entered into by the Parties during the Agreement Effective Period shall also be in form and substance acceptable to the Debtors and the counterparty to such Hedge Contracts or amendments, and (c) the Warrants Documentation shall also be in form and substance reasonably acceptable to the Required Consenting Convertible Noteholders, the Required Consenting RBL Lenders, and the Exit Facility Agent. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, Agreement (including the Restructuring Term Sheetexhibits and annexes hereto), as they may be modified, amended, or supplemented in accordance with Section 1613. 3.03. Further, The Company Parties acknowledge and agree that they will use commercially reasonable efforts to provide advance initial draft copies of the Definitive Documents not executed or in a form attached to this Agreement as of counsel for the Execution Date shall otherwise be in form and substance reasonably acceptable Consenting Creditors at least three (3) Business Days prior to the date when any Company PartiesParties intend to file the applicable Definitive Documents with the Bankruptcy Court; provided that if three (3) Business Days in advance is not reasonably practicable, the Required Consenting Senior Creditorssuch initial draft Definitive Document shall be provided as soon as reasonably practicable prior to filing, and, but in no event later than twenty-four (a24) solely with respect to those terms and provisions that would have a material adverse effect on the value hours in advance of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsany filing hereof.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions and Sale Transaction, as applicable, shall consist of this Agreement and include the following: (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (E) the Plan Supplement; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)Cash Collateral Order; (G) the DIP Financing Order; (H) the Exit Facility Documents; (I) the New Corporate Governance Documents; (J) the Post-Emergence Incentive Plan Documents; (K) any new employee incentive plan or employee retention plan entered into by the Company Parties after the Agreement Effective Date; (L) any new material employment, consulting, or similar agreements entered into by the Company Parties after the Agreement Effective Date; (M) any disclosure documents related to the issuance of the New Common Stock; (N) the Asset Purchase Agreement; (O) all pleadings seeking approval of the Sale Transaction and the bidding procedures related thereto; (P) the Sale Order and all other orders of the Bankruptcy Court approving the Sale Transaction and the bidding procedures related thereto; (Q) all pleadings filed by the Company Parties related to administrative or priority claims, including objections, estimation motions, settlement motions, and pleadings related to any Reserves; and (R) all material pleadings filed by the Company Parties in connection with the Chapter 11 Cases (or related orders), including the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1612. Further, subject to and without limiting any additional consent or approval rights of the Parties specified elsewhere in this Agreement, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, (a) solely with respect Stakeholders; provided that the New Corporate Governance Documents and Post-Emergence Incentive Plan Documents shall be acceptable to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 Stakeholders and reasonably acceptable to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsCompany Parties.

Definitive Documents. 3.01. The Definitive Documents definitive documents governing the Restructuring Transactions shall consist of this Agreement and include the following: following (the “Definitive Documents”): (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of Statement, the motion seeking approval of the Disclosure Statement, and the other Solicitation Materials; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (FE) the Financing Order Cash Collateral Orders and any credit agreement (including any amendments, modifications, and supplements thereto)Cash Collateral Motion; (GF) the First Day Pleadings and all orders sought pursuant thereto; (G) the New Organizational Documents, the Stockholders Agreement and all other documents or agreements related to the governance of the Reorganized Debtors; (H) the Management Incentive Plan and related documents or agreements; (I) the documents or agreements related to the Warrants; (J) the New Revolving Exit Facility Credit Agreement and any other documents related to the New Revolving Exit Facility; (K) the documents or agreements related to the Equity Rights Offering; (L) any other documents contained in the Plan Supplement; (M) any other material agreements, motions, pleadings, briefs, applications, orders, and other filings with the Bankruptcy Court related to the Restructuring Transactions; (N) any order, or amendment or modification of any order, entered by the Bankruptcy Court related to the foregoing items (A) through (M); and (O) any and all other documentation reasonably necessary or desirable to effectuate the Restructuring Transactions or that is contemplated by the Plan. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date (including any modifications, amendments or supplements thereto) shall otherwise be in form and substance acceptable to the Company Parties and the Required Consenting Creditors at all times, and (i) to the extent affecting the economic treatment of the Term Loan Claims in a manner inconsistent with this Agreement (except to the extent such inconsistency does not adversely affect the Term Loan Claims relative to the Secured Notes Claims), reasonably acceptable to the Company PartiesRequired Consenting Term Loan Lenders, and (ii) to the extent affecting the economic treatment of the Secured Notes Claims in a manner inconsistent with this Agreement (except to the extent such inconsistency does not adversely affect the Secured Notes Claims relative to the Term Loan Claims), reasonably acceptable to the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement the following: (a) irrespective of Implementation Mechanism: (i) the Investment Agreement; (ii) the Non-Consolidated Entity Amendments; (iii) the following documents, in each case consistent with the Credit Facility Term Sheet: (A) amended, or amended and restated, Credit Agreements; (B) new, amended, or amended and restated guarantees and security documents and agreements; (C) amendments to the Credit Agreements and related documents effectuating the foregoing documents; and (D) all opinions, certificates, filings and other deliverables required to satisfy the conditions precedent to the effectiveness of the foregoing documents and agreements; (iv) the indenture and first and second ranking guarantee and security documents to effectuate the issuance of the New Secured Notes, in each case, consistent with the New Secured Notes Term Sheet; (v) an intercreditor agreement with respect to the amended Credit Facilities, the New Secured Notes and the followingamended SFL Charter Agreement consistent with the Intercreditor Term Sheet; and (vi) the Contribution Agreement (as defined in the Cash Pooling Term Sheet); (vii) any organizational documents of the Reorganized Company Parties; (viii) the amended SFL Documents, consistent with the SFL Term Sheet, including any amendment to the SFL Charter Agreements necessary or desirable to implement the IHCo-RigCo-NSNCo structure as contemplated in Section G1 of the SFL Term Sheet (but irrespective of that section excluding any such amendments to the SFL Credit Agreements which shall be a matter solely for SFL and its lenders); (b) if the Schemes of Arrangement are commenced and not discontinued; (i) a practice statement letter (to the extent applicable) and an explanatory statement (including for the avoidance of doubt, the scheme document itself); (ii) an order of the relevant court in which the Scheme of Arrangement has been filed, giving orders for directions with respect to, among other things, the convening of creditor and/or member meetings to vote on the Scheme of Arrangement; (iii) an order of the relevant court in which the Scheme of Arrangement has been filed sanctioning the Scheme of Arrangement; and (iv) any other document, deed, agreement, filing, notification, letter or instrument necessary or desirable (in the opinion of the proponent of the Scheme of Arrangement, acting reasonably) entered into by a Company Party or Consenting Stakeholder in connection with the relevant Scheme of Arrangement and referred to in the explanatory statement described in paragraph (a)(viii)(i) above (including, for the avoidance of doubt, documents referred to in the scheme of arrangement described in the explanatory statement); and (c) if the Chapter 11 Cases are commenced: (i) the following documents: (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; and (E) any the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; Materials (Fincluding the rights offering procedures attached thereto); (ii) the Financing Proposed Cash Collateral Order and any credit agreement other Cash Collateral Order; (including any amendments, modifications, and supplements thereto); (Giii) the First Day Pleadings and all orders sought pursuant thereto; (iv) the registration statement in relation to the Equity Securities and the offering memorandum in connection with the issuance of the New Secured Notes; and and (Hv) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term SheetSheets, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.Section

Definitive Documents. 3.01. The Definitive Documents definitive documents governing the Restructuring Transactions shall consist of this Agreement and the following: following (Acollectively, the “Definitive Documents”): (a) the Plan (including, for the avoidance of doubt, all annexes, exhibits, schedules, and all exhibits supplements related thereto, including the Plan Supplement); ; (Bb) the Confirmation Order and any pleadings filed by the Debtors in support of entry of the Confirmation Order; thereof; (Cc) the Disclosure Statement and pleadings in support of Solicitation Materials (including any motion seeking either approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order Statement or combined or conditional approval of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; and/or Plan); (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Gd) the First Day Pleadings Pleadings; (e) the DIP Documents; (f) any “key employee” retention or incentive plan or MIP (if adopted prior to the Plan Effective Date) and any motion or order related thereto; (g) the New Organizational Documents; (h) the New Warrants Documents; (i) the New Money Common Equity Investment Opportunity Documents; (j) any documents related to a Strategic Transaction; (k) any other material (with materiality determined in the reasonable discretion of the Senior Secured Creditor Advisors) agreements, applications, motions, pleadings, briefs, orders, and other filings with the Bankruptcy Court (including any documentation related to any equity or debt investment or offering with respect to any Company Party) that may be reasonably necessary or advisable to implement the Restructuring Transactions; (l) any material pleadings that impose or seek authority to impose sell-down orders or restrictions on the ability of the Consenting Senior Secured Creditors, the Consenting Subordinated Creditors or other parties to trade any of the Company Parties’ securities; and (m) any order, or amendment or modification of any order, entered by the Bankruptcy Court, and all orders sought pursuant theretoother documents, motions, pleadings, briefs, applications, orders, agreements, supplements, and other filings by the Company Parties, including any summaries or term sheets in respect thereof, that are related to any of the foregoing or as may be reasonably necessary or advisable to implement the Restructuring Transactions, including in connection with the documentation and approval of any fees or expenses contemplated hereby or thereby; provided that notwithstanding the foregoing, any monthly or quarterly operating reports, retention applications, fee applications, fee statements, and (H) the Plan Supplementdeclarations in support thereof or related thereto shall not constitute Definitive Documents. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including Agreement and shall be at all times (i) in form and substance acceptable in all respects to the Restructuring Term Sheet, as they may be modified, amended, or supplemented Company Parties; (ii) in accordance with Section 16. Further, form and substance acceptable in all respects to the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be Required Consenting Senior Secured Creditors and (iii) in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Subordinated Creditors, andsolely to the extent any Definitive Document or any amendment or modification thereto relates to the plan treatment of the Subordinated Claims as set forth in the Restructuring Term Sheet or otherwise affecting the material economic and legal rights thereof; provided, (a) solely that the Consenting Subordinated Creditors’ rights with respect to those terms New Common Equity and provisions that would have its status as a material adverse effect on the value of the distributions holder thereof (including as related to the holders of 2021 Notes Claims or impair New Governance Documentation) shall be no more expansive than the releases rights customarily given to junior creditors receiving similarly sized equity distributions in comparable restructuring transactions; provided, further, that the foregoing rights in favor of the Required Consenting 2021 Noteholders provided under the Plan as described Subordinated Creditors shall also apply to any such Consenting Subordinated Creditor that is being treated in Annex 2 to a manner that is (x) inconsistent with the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, Sheet and (by) solely materially adverse, relative to the treatment of all Consenting Subordinated Creditors, taken as a whole. In the event that a Definitive Document fails to satisfy the requirements of the foregoing sentence, any covenants, commitments or obligations of any Party with respect to those terms supporting or performing obligations thereunder such Definitive Document shall be null and provisions that would have a material adverse void and of no force and effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan until such time as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorssuch Definitive Document satisfies such requirements.

Definitive Documents. 3.01. The Definitive Documents governing (i) Subject to the terms and conditions hereof, each Party shall negotiate in good faith each of the documents implementing, achieving and relating to the Restructuring, including all definitive documents necessary for the Agreed Restructuring Transactions shall consist of this Agreement and the following: Plan, including: (A) all first-day motions, applications, and proposed orders, including those relating to paying general unsecured claims, paying utility providers, paying critical vendors, continuing customer programs, paying employee wages, paying insurance providers, and maintaining the Plan (and all exhibits thereto); Debtors’ existing cash management system; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; Agreed Restructuring Plan; (C) the Disclosure Statement Statement, ballots, and pleadings other solicitation materials in support of approval respect of the Agreed Restructuring Plan (collectively, the “Plan Solicitation Materials”) and the related proposed order approving the Plan Solicitation Materials (the “Disclosure Statement; Statement Order”); (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving motion to approve the Disclosure Statement and seek confirmation of the other Solicitation Materials; Agreed Restructuring Plan; (E) the proposed order confirming the Agreed Restructuring Plan (the “Confirmation Order”), which must be in form and substance acceptable to the Plan Sponsor and the Debtors and reasonably acceptable to Xxxxxx Road and the Required Consenting Senior Noteholders; (F) the final order authorizing the Debtors to use cash collateral and approving the DIP Credit Facility, in the form annexed hereto as Exhibit D (such final order, as may be amended, supplemented, or modified from time to time in accordance with Section 7 of this Agreement being referred to herein as the “Final Financing Order and any credit agreement (including any amendments, modifications, and supplements theretoOrder”); ; (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed any document or agreement referenced in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, and/or the DIP Credit Agreement, including the definitive documents governing the New First Lien Facility (as they may defined in the Restructuring Term Sheet) and the warrant agreement governing the New Warrants, the terms of which warrant agreement shall be modifiedconsistent with the term sheet attached hereto as Exhibit E (the “New Warrants Term Sheet”); (H) the documents comprising the plan supplement setting forth, amendedamong other things, (1) executory contracts and unexpired leases to be assumed or supplemented rejected, (2) the identities of each Debtor’s post-effective date directors, managers, and officers (as applicable), (3) claims and causes of action held by the Debtors to be retained or released, as applicable, by the reorganized Debtors on the Agreed Restructuring Plan’s effective date and (4) the corporate documents (including bylaws, charters, shareholder agreement and other similar corporate documents) for the reorganized Debtors (the “Plan Supplement”); and (I) such other documents and instruments necessary or appropriate to implement the Restructuring (together with the Plan Supplement, and all documents, agreements, motions or orders described in accordance with Section 16. Furtherthe immediately foregoing clauses (A) through (H), the “Definitive Documents”); and (ii) Subject to the terms and conditions hereof, and for so long as this Agreement has not been terminated, each Party shall execute the Definitive Documents not executed or that require execution by such Party and otherwise support the Definitive Documents. (iii) The Definitive Documents shall be consistent in a form attached all material respects with the Restructuring Term Sheet and shall contain such other terms and conditions acceptable to this Agreement as of the Execution Date shall otherwise be in form Debtors and substance the Plan Sponsor and reasonably acceptable to the Company Parties, Xxxxxx Road and the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (A) the Plan (and any and all exhibits exhibits, annexes, and schedules thereto, including any implementation of the Claims Settlement); (B) the Confirmation Order and pleadings in support of entry of Plan Supplement; (C) the Confirmation Order; (CD) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (DE) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)New Debt Documents; (G) the First Day Pleadings and all orders sought pursuant theretoNew Warrant Agreements; and (H) the Plan SupplementNew Corporate Governance Documents; (I) the CVR Agreement; (J) the Management Incentive Plan; (K) any material disclosure documents related to the issuance of the New Common Stock, the New Warrants, or the CVRs; (L) any and all other material documents, deeds, agreements, filings, notifications, letters or instruments necessary or required to consummate the Restructuring Transactions (including any exhibits, amendments, modifications, or supplements made from time to time thereto). 3.02. The Definitive Documents not executed or not in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1614. Further, subject to and without limiting any additional consent or approval rights of the Parties specified elsewhere in this Agreement, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, (a) solely with respect to those terms . 3.03. The Company Parties acknowledge and provisions agree that would have a material adverse effect on the value they will provide advance initial draft copies of the distributions Definitive Documents to counsel for the Consenting Creditors as soon as reasonably practicable and will use commercially reasonable efforts to provide such documents no later than five (5) calendar days prior to the holders date when any Company Party intends to file the applicable Definitive Document with the Bankruptcy Court or otherwise finalize such document. The Company Parties further acknowledge and agree that they will provide advance initial draft copies of 2021 Notes Claims or impair any substantive pleadings other than the releases in favor of Definitive Documents to counsel for the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 Creditors and will use commercially reasonable efforts to provide such documents one (1) Business Day prior to the Restructuring Term Sheet, date when any Company Party intends to file the Required Consenting 2021 Noteholders, and (b) solely applicable substantive pleadings with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests Bankruptcy Court or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsotherwise finalize such document.

Definitive Documents. 3.01. The (a) With the exception of the Prepackaged Plan, the Funding Commitment Backstop Agreement, the TRA Amendment, the Recharacterization Notice, the Additional Advances Agreement, and the Escrow Agreement, for which execution by the parties thereunder is a condition precedent to the effectiveness of this Agreement, each of the Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents that are not already executed or that are not in a form attached to this Agreement as of the Execution Support Effective Date remain subject to negotiation and completioncompletion and shall contain terms and conditions consistent in all material respects with this Agreement and the Prepackaged Plan. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall reflect and contain terms, conditions, representations, warranties, and covenants in all material respects consistent with the terms of this Agreement, Agreement (including the Restructuring Term Sheetexhibits and annexes hereto), as they may be modified, amended, or supplemented in accordance with Section 16. Further2.02(b). (b) With the exception of the Prepackaged Plan, the Funding Commitment Backstop Agreement, the TRA Amendment, the Recharacterization Notice, the Additional Advances Agreement, and the Escrow Agreement, for which execution by the parties thereunder is a condition precedent to the effectiveness of this Agreement, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company PartiesConsenting Creditor, the Required Consenting Senior CreditorsPlan Sponsor, and the Company and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions only insofar as they relate to the holders of 2021 Notes Claims treatment or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor release of the Consenting Sponsors provided under the Plan as described in Annex 2 Equity Holders thereunder, reasonably acceptable to the Restructuring Term Sheet, the Requisite Consenting SponsorsEquity Holders.

Definitive Documents. 3.01. The Definitive Documents governing 3.1 Subject to Section 3.2 of this Agreement, the Restructuring and the Restructuring Transactions will be implemented pursuant to the following definitive documents and agreements (including all exhibits, schedules, supplements, appendices, annexes and attachments thereto, collectively, the “Definitive Documents”): (a) the documents governing the terms and conditions of the amendment and restatement of the loans outstanding under the Credit Agreement or new loans issued under a new credit agreement (the “Amended and Restated Credit Facility”), including, without limitation, the amended and restated Credit Agreement and the loans thereunder and any amended, restated, or otherwise modified collateral and security documents creating, evidencing or perfecting the liens on and security interests in the collateral securing the Amended and Restated Credit Facility; (b) documents governing or related to the equitization of certain Claims outstanding under the Credit Agreement; (c) documents governing the terms and conditions of the Management / Doctor Incentive Plan; (d) documents governing the terms and conditions of the treatment of the TSG Sponsor Notes; (e) documents governing the terms and conditions of the treatment of the LCG Sponsor Notes; (f) a release agreement providing for customary mutual releases between the Parties, subject to the terms and exclusions set forth in the Restructuring Term Sheet; (g) organizational and governance documents; and (h) other documents reasonably necessary or appropriate to implement the Restructuring and the Restructuring Transactions. 3.2 Notwithstanding anything to the contrary herein, each of the Definitive Documents shall consist of be consistent in all material respects with this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date Sheet and shall otherwise be in form and substance reasonably acceptable to the TSG Sponsor, the LCG Sponsor, the Company Parties, and the Required Consenting Senior Creditors, and, Lenders (a) solely with respect in each case who are party to those terms and provisions such Definitive Document); provided that would have a material adverse effect on the value of the distributions any Definitive Documents governing or otherwise related to the holders of 2021 Notes Claims or impair the releases Priming Loan (as defined in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely shall be consistent with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, Sheet and otherwise in form and substance reasonably acceptable to the Company Parties and the Consenting SponsorsLenders providing such Priming Loan.

Definitive Documents. 3.01. The Definitive Transaction Documents governing necessary to consummate the Restructuring Transactions shall consist of this Agreement have been prepared, negotiated and, to the extent applicable, executed by the parties (or, as applicable, their Affiliates), and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of by the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought of such documents pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in to a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term SheetFinal Order, as they may be modifiednecessary, amended, or supplemented in accordance with Section 16shall have been obtained. Further, the Definitive All Transaction Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be (in form and substance satisfactory to the Investor), to the extent applicable, shall have been executed by the parties thereto (other than the Investor and its Affiliates) on or prior to the Effective Date, shall not have been modified, shall be in effect and the consummation of the transactions contemplated thereby shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents shall have been satisfied or effectively waived. All corporate and other proceedings to be taken by the Company or its Affiliates in connection with the Transaction Documents and the transactions contemplated thereby to be completed at the Closing and documents incident thereto shall have been completed in form and substance satisfactory to the Investor, and the Investor shall have received all such counterpart originals or certified or other copies of the Transaction Documents and such other documents as it may reasonably request. Without limiting the generality of the foregoing, in connection with the consummation of the Plan, the reorganized Company and the Investor shall have entered into certain agreements relative to the Investor's investment in the reorganized Company, as follows: (i) The Investor and the reorganized Company shall have entered into a shareholders agreement with the other Substantial Investor(s) containing customary terms and conditions reasonably acceptable to the Investor, including, without limitation, provisions intended to preserve the corporate governance agreements provided for above, provisions providing appropriate representation on committees of the Board, and restrictions on transactions by the reorganized Company Partiesor its Subsidiaries with Affiliates and to supercede the provisions in Sections 7.01, 7.02, 7.03 and 7.04. (ii) The Investor and the Required Consenting Senior Creditors, and, (areorganized Company shall have entered into an investor rights agreement with the other Substantial Investor(s) solely with respect to those containing customary terms and provisions that would have a material adverse effect on the value of the distributions conditions reasonably acceptable to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan Investor, including, without limitation, rights typically available to significant equity investors, including rights commonly referred to as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, "tag-a-long rights," "registration rights" and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors"piggyback registration rights."

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include all material customary documents necessary to implement the following: Transactions, including, but not limited to: (Aa) the Plan (and all exhibits thereto); (B) documentation necessary to consummate the Plan, including the Plan, the Plan Supplement, the Disclosure Statement, the Disclosure Statement Motion, the Disclosure Statement Order, the Solicitation Materials, and the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any exhibits or supplements filed with respect to each of the foregoing); (b) the DIP Facility Documents (including the DIP/Cash Collateral Motion and the DIP/Cash Collateral Orders); (c) the Exit Facilities Documents; (d) the New Organizational Documents; (e) the New Stockholders Agreement; and (f) all other customary documents delivered in connection with transactions of this type (including any and all material documents, Bankruptcy Court or other judicial or regulatory orders, amendments, modificationssupplements, and supplements thereto); pleadings (G) the First Day Pleadings including any “first day” pleadings and all orders sought pursuant thereto; ), motions, filings, exhibits, schedules, appendices, or modifications to any of the foregoing and any related notes, certificates, agreements, and instruments (Has applicable) necessary to implement the Plan SupplementTransactions). 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1615 of this Agreement. Further, the any Definitive Documents Document not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to (a) the Company Parties, (b) the Required DIP Lenders solely to the extent such Definitive Document constitutes a Term Lender Matter, and (c) the Required Consenting Senior Creditors, andStockholder Parties solely to the extent such Definitive Document constitutes a Consenting Stockholder Party Matter. Notwithstanding anything herein to the contrary, (ai) the DIP Facility Documents shall be required to be reasonably acceptable in form and substance to the Required DIP Lenders and so long as the DIP Facility Documents are consistent in all material respects with this Agreement and the Transaction Term Sheet, shall be deemed satisfied, (ii) the New Organizational Documents, the New Stockholders Agreement, and the Exit Term Loan Documents shall be required to be acceptable in form and substance to the Required DIP Lenders, (iii) the ABL/FILO Exit Commitment Letters and the Exit ABL/FILO Facility Amendment shall be required to be acceptable in form and substance solely to the Required DIP Lenders, (iv) the Exit Intercreditor Agreement shall be required to be acceptable in form and substance solely to the Required DIP Lenders, and (v) nothing herein shall abrogate the consent rights of the Required DIP Lenders (as applicable) with respect to those terms and provisions that would have a material adverse effect on any Definitive Documents outlined herein or in the value Transaction Term Sheet. Neither the Plan, the Confirmation Order, nor any other Definitive Document may modify the form or amount of the distributions consideration to be provided to the holders of 2021 Notes Claims or impair Existing Equity Interests as set forth in the releases in favor Transaction Term Sheet without the consent of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsDIP Lenders.

Definitive Documents. 3.01. (a) The Definitive Documents definitive documents and agreements governing the Restructuring Transactions (the “Definitive Documents”) shall consist of this Agreement and the followingof: (Ai) the Plan Restructuring Term Sheet (and all exhibits thereto); (Bii) the Confirmation Order Plan (and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (all supplements, including any amendments, modificationsrestructuring steps supplement, and supplements all exhibits thereto); (Giii) all solicitation materials in respect of the Plan (the “Solicitation Materials”); (iv) the First Day Pleadings Authorization Order; (v) the Meetings Order; (vi) the Sanction Order; (vii) the Authorization Recognition Order; (viii) the Meetings Recognition Order; (ix) the Sanction Recognition Order; (x) the corporate governance documents for the reorganized Just Energy Entities, including, but not limited to, any documents concerning preferred or common equity in any of the reorganized Just Energy Entities, which shall be consistent with the governance term sheet attached to the Restructuring Term Sheet; (xi) the New Credit Agreement and all orders sought pursuant any documents related thereto; (xii) the New Intercreditor Agreement; (xiii) the Backstop Commitment Letter and any documents related thereto; (xiv) any new agreements between Shell and any of the Just Energy Entities that are required for the continuation of the provision of products and services by Shell to the applicable Just Energy Entities and any documents related thereto; (xv) such other definitive documentation relating to the Restructuring as is necessary or desirable to consummate the Restructuring and the Plan; and (Hxvi) solely with respect to the Plan SupplementSponsor, any officer’s employment or consulting agreements, any documents related to the management incentive plan (each of which shall be consistent with the term sheet attached to the Restructuring Term Sheet), and any other key employee retention plan or key employee incentive plan. 3.02. (b) The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date Agreement, remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Furtherthis Agreement, and shall be subject to the approval requirements set forth herein. (i) Any document that is included within the definition of “Definitive Documents not executed Documents,” including any amendment, supplement, or modification thereof, shall be in form and substance reasonably acceptable to (x) the Just Energy Entities and (y) the Plan Sponsor. (ii) If the PSA Shell Effective Date has occurred, then any document that is included within the definition of “Definitive Documents” to which Shell is a signatory shall be in form attached and substance reasonably acceptable to this Agreement as Shell. (iii) If the PSA CBHT Effective Date has occurred, then any document that is included within the definition of “Definitive Documents” to which CBHT is a signatory shall be in form and substance reasonably acceptable to CBHT. (iv) If the Execution PSA Secured CF Effective Date has occurred, then any document that is included within the definition of “Definitive Documents” (other than any officer’s employment or consulting agreement), including any amendment, supplement, or modification thereof, shall otherwise be in form and substance reasonably acceptable to the Company PartiesRequisite Supporting Secured CF Lenders; provided, however, that the Required Consenting Senior Creditors, and, (a) solely New Credit Agreement and New Intercreditor Agreement shall also be consistent and comply with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan term sheets for each attached as described in Annex 2 exhibits to the Restructuring Term Sheet. (v) If the PSA TL Effective Date has occurred, then any document that is included within the Required Consenting 2021 Noteholders, definition of “Definitive Documents” to which the Supporting Unsecured Creditors are signatories shall be in form and (b) solely with respect substance reasonably acceptable to those terms and provisions such Supporting Unsecured Creditors that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsare signatories.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions and any modifications, amendments, or supplements thereto shall consist each be in form and substance reasonably acceptable and, with respect to clauses (a), (o), (s), and (t), acceptable to the Company Parties; acceptable to the Consenting Investor; reasonably acceptable and, with respect to clauses (a)-(d), (f), (j), (p), and (q), acceptable to the Required Consenting Noteholders; and, with respect to clauses (a)-(d), (f), (j), (p) and (q) reasonably acceptable and solely with respect to clause (g), acceptable, to the Required Consenting RCF Lenders; provided that to the extent that any Revolving Loans under the Prepetition RCF Facility are not paid in full within three (3) Business Days after entry of this Agreement the Interim DIP Order, the Definitive Documents governing the Restructuring Transactions and any modifications, amendments, or supplements thereto shall be reasonably acceptable and, with respect to clauses (a)-(d), (f), (g), (j), (p), and (q), acceptable to the Required Consenting RCF Lenders. The Definitive Documents shall include the following: (Aa) the Plan (and all exhibits thereto)Prepackaged Plan; (Bb) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Cc) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (Dd) the Solicitation Materials; (E) any Procedures Motion and order of the Bankruptcy Court approving the Disclosure Statement Solicitation Procedures Motion and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Ge) the First Day Pleadings and all orders sought pursuant thereto; and (Hf) the New Notes Documents; (g) the New RCF Exit Facility Documents; (h) the DIP Credit Agreement; (i) the DIP Motion; (j) the DIP Orders; (k) the DIP Facility Documents; (l) the Bidding Procedures; (m) the Bidding Procedures Motion; (n) the Bidding Procedures Order; (o) in the event of a Sale Transaction, the Sale Transaction Documents; (p) the Solicitation Procedures; (q) the Reverse Dutch Election Forms; (r) the Plan SupplementSupplement (for the avoidance of doubt, only in regard to Definitive Documents not referenced expressly in this Section 3.01 and without modification of the consent rights regarding such Definitive Documents); (s) the CVRs; (t) the CVR Agreement; and (u) the New Corporate Governance Documents. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation negotiation, agreement, and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1614. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be approved by the applicable Parties in form accordance with Section 3.01. 3.03. The Company Parties acknowledge and substance agree that they will provide advance initial draft copies of the Definitive Documents and any other substantive pleadings to counsel for the Consenting Investor, the Consenting Noteholders, and the Consenting RCF Lenders as soon as reasonably acceptable practicable and will use commercially reasonable efforts to provide such documents no later than three (3) Business Days prior to the date when any Company Parties, Party intends to file the Required Consenting Senior Creditors, and, applicable Definitive Document with the Bankruptcy Court or otherwise finalize such document; provided that (a) solely in no event shall the Company file any Definitive Document or other substantive pleading with respect the Bankruptcy Court unless an advance initial draft of such Definitive Document or other substantive pleading was provided to those terms and provisions that would have a material adverse effect on counsel for the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term SheetInvestor, the Required Consenting 2021 Noteholders, and the Consenting RCF Lenders one (1) calendar day in advance of such filings and (b) solely the Company Parties shall ensure that no Definitive Document is filed with respect to those terms and provisions that would the Bankruptcy Court or finalized unless the consent rights set forth in this Section 3 have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsbeen satisfied.

Definitive Documents. 3.01. The Definitive Documents governing documents related to or otherwise utilized to implement or effectuate the Restructuring Transactions (collectively, the “Definitive Documents”) shall consist include, among others: (a) the New Second Lien Term Loan Agreement; (b) the documents comprising the DIP Facility; (c) the documents comprising the Exit Facility; (d) the New Warrant Agreement; (e) the Backstop Commitment Agreement; (f) any disclosure documents related to the issuance of this Agreement the New Second Lien Term Loan, the issuance of the New Common Stock and the following: Rights Offering; (Ag) the Plan Registration Rights Agreement; (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Gh) the First Day Pleadings and all orders sought pursuant thereto; and ; (Hi) the Plan; (j) the Plan Supplement.; 3.02. The Definitive Documents not executed (k) the Disclosure Statement; (l) the Disclosure Statement Order; (m) the Solicitation Materials; (n) the motion or in a form attached to this Agreement as motions seeking approval of the Execution Date remain subject to negotiation and completion. Upon completionSolicitation Materials, the Definitive Documents forms of ballots and every notices and related relief and confirmation of the Plan (including all exhibits, appendices, supplements and related documents); (o) any orders relating to the use of cash collateral and the DIP Facility (including any exhibits, schedules, amendments, modifications or supplements thereto); (p) the Confirmation Order; (q) the Rights Offering Procedures; (r) a motion for approval of the Rights Offering Procedures and an order approving the Rights Offering Procedures; (s) any other documentexhibits, deedschedules, agreementamendments, filingmodifications, notificationsupplements or other documents and/or agreements relating to the Plan, letter the Plan Supplement, the Disclosure Statement, the Disclosure Statement Order, the Confirmation Order, the Backstop Commitment Agreement or instrument the Rights Offering Procedures; (t) the Governance Documents; (u) all documentation relating to the Management Incentive Plan and any new employment agreements; (v) such other definitive documentation relating to a recapitalization or restructuring of the Company Parties as is necessary or desirable to consummate the Restructuring Transactions; and (w) any and all deeds, agreements, filings, notifications, pleadings, orders, certificates, letters, instruments or other documents related to the Restructuring Transactions shall contain terms(including any exhibits, conditionsamendments, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, modifications or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached supplements made from time to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorstime thereto).

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions and any modifications, amendments, or supplements thereto shall consist of this Agreement each be in form and substance reasonably acceptable to the Company Parties and in form and substance acceptable to the Required Consenting Creditors. The Definitive Documents shall include (but are not limited to) the following: (Aa) the Plan (and all exhibits thereto)Prepackaged Plan; (Bb) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Cc) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (Dd) the Solicitation Materials; (E) any Procedures Motion and order of the Bankruptcy Court approving the Disclosure Statement Solicitation Procedures Motion and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Ge) the First Day Pleadings and all orders sought pursuant thereto; (f) the New Exit Facility Documents; (g) the DIP Credit Agreement; (h) the DIP Motion; (i) the DIP Orders; (j) the DIP Facility Documents; (k) the Solicitation Procedures; and (Hl) the Plan SupplementSupplement (for the avoidance of doubt, without modification of the consent rights regarding any Definitive Documents); (m) the New Corporate Governance Documents; and (n) the Restructuring Transaction Memorandum. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation negotiation, agreement, and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1614. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be approved by the applicable Parties in form accordance with Section 3.01. 3.03. The Company Parties acknowledge and substance reasonably acceptable agree that they will provide advance initial draft copies of the Definitive Documents drafted (to the extent to be drafted by the Company Parties, ) and any other substantive pleadings to counsel for the Required Consenting Senior Creditors, and, Creditors as soon as reasonably practicable and will use commercially reasonable efforts to provide such documents no later than five (5) Business Days prior to the date when any Company Party intends to file the applicable Definitive Document with the Bankruptcy Court or otherwise finalize such document; provided that (a) solely in no event shall the Company file any Definitive Document or other substantive pleading with respect the Bankruptcy Court unless an advance initial draft of such Definitive Document or other substantive pleading was provided to those terms and provisions that would have a material adverse effect on counsel for the value Consenting Creditors three (3) calendar days in advance of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, such filings and (b) solely the Company Parties shall ensure that no Definitive Document is filed with respect to those terms and provisions that would the Bankruptcy Court or finalized unless the consent rights set forth in this Section 3 have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsbeen satisfied.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist include the following (in each case, and any order, or amendment or modification of this Agreement any order, entered by the Bankruptcy Court related to the below items): (a) the First Day Pleadings and the following: Second Day Pleadings and all orders sought pursuant thereto; (Ab) the Plan (and all exhibits exhibits, ballots, solicitation procedures, and other documents and instruments related thereto); , including any “Definitive Documentation” as defined therein and not explicitly so defined herein; (Bc) the Plan Supplement and all documents, annexes, exhibits, schedules contained therein, including any schedules of rejected contracts; (d) the Disclosure Statement; (e) the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (f) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (Cg) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; 9019 Orders; (Dh) the Solicitation Materials; DIP Orders; (Ei) the Senior DIP Facility Documents; (j) the Junior DIP Facility Documents; (k) the Backstop Commitment Agreement and all pleadings and agreements related to the Equity Rights Offering; (l) the New Organizational Documents; (m) the First Lien Exit Facility Documents; (n) the Second Lien Exit Facility Documents; (o) the Amended Elk Hills Power Agreements; (p) any documentation in connection with the Conversion Right, the Eligible Stock, or the Eligible Notes, as applicable; (q) any documentation in connection with the Eligible Notes, including the form of indenture governing the same; (r) any XXXX/KERP Plan and any motion or order of related thereto; (s) any agreements, motions, pleadings, briefs, applications, orders, and other filings with the Bankruptcy Court approving the Disclosure Statement and the related to Elk Hills Power; (t) any other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendmentsmaterial agreements, modificationsmotions, pleadings, briefs, applications, orders, and supplements thereto)other filings with the Bankruptcy Court related to the Restructuring Transactions; and (Gu) any material pleadings that impose or seek authority to impose sell-down orders or restrictions on the First Day Pleadings and all orders sought pursuant thereto; and (H) ability of the Plan SupplementConsenting Creditors or other parties to trade any of the Company Parties’ securities, other than equity securities. 3.02. The Definitive Documents that are not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent not inconsistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, the Definitive Documents that are not executed or in a form attached to this Agreement as of the Execution Date, and any amendment thereto, shall be subject to the following consent rights: (a) The Definitive Documents listed in the foregoing sections 3.01(a)-(f), 3.01(i)- 3.01(o), 3.01(r), 3.01(t), and 3.01(u) shall be filed no later than the Settlement Effective Date and at the time of filing shall otherwise be reasonably acceptable to Ares and the Required Consenting Creditors; provided that any modifications after the Settlement Effective Date to (i) the Definitive Documents listed in form the foregoing 3.01(o) shall be reasonably acceptable to Ares and substance the Required Consenting Creditors and (ii) the Definitive Documents listed in the foregoing 3.01(a)-(f), 3.01(i)- 3.01(n), 3.01(r), 3.01(t), and 3.01(u) shall be (x) reasonably acceptable to the Company Required Consenting Parties and (y) to the extent any modification disproportionately and adversely affects Ares, as compared to the other Required Consenting Parties, reasonably acceptable to Ares. (b) The Definitive Documents listed in the foregoing sections 3.01(g), 3.01(h), 3.01(p)- 3.01(q), and 3.01(s), shall be reasonably acceptable to the Required Consenting Senior Creditors, and, (a) solely with respect to those terms Parties and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsAres.

Definitive Documents. 3.01. The Definitive Documents definitive documents governing the Restructuring Transactions shall consist of this Agreement and the following: following (Acollectively, the “Definitive Documents”): (a) the Plan Plan; (and all exhibits thereto); (Bb) the Confirmation Order and any pleadings filed by the Debtors in support of entry of the Confirmation Order; thereof; (Cc) the Disclosure Statement and pleadings in support of Solicitation Materials (including any motion seeking either approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order Statement or combined or conditional approval of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; and/or Plan); (Fd) the Financing Order and any credit agreement Disclosure Statement Order; (including any amendments, modifications, and supplements thereto); (Ge) the First Day Pleadings Pleadings; (f) the DIP Documents; (g) any “key employee” retention or incentive plan and all orders sought pursuant any motion or order related thereto; and ; (Hh) the New Organizational Documents; (i) the Plan Supplement; (j) if applicable, the Sale Order and any other motions, proposed orders, and definitive documentation, including any purchase agreement or procedures, related to any sale of all or substantially all assets of the Company Parties; (k) any other material (with materiality determined in the reasonable discretion of the Ad Hoc Group Advisors) agreements, applications, motions, pleadings, briefs, orders, and other filings with the Bankruptcy Court (including any documentation related to any equity or debt investment or offering with respect to any Company Party) that may be reasonably necessary or advisable to implement the Restructuring Transactions; (l) any material pleadings that impose or seek authority to impose sell-down orders or restrictions on the ability of the Consenting Noteholders or other parties to trade any of the Company Parties’ securities; and (m) any motion filed by the Company Parties, and any order, or amendment or modification of any order, entered by the Bankruptcy Court, related to the foregoing items (a) through (m); provided that notwithstanding the foregoing, any monthly or quarterly operating reports, retention applications, fee applications, fee statements, and declarations in support (i) thereof or related thereto or (ii) any Definitive Document shall not constitute Definitive Documents. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may Agreement (and shall be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be at all times in form and substance reasonably acceptable in all respects to the Company Parties, Parties and the Required Consenting Senior CreditorsNoteholders, andincluding any modifications, (a) solely amendments or supplements thereto; provided, that the DIP Documents, the Plan, the Plan Supplement, and the Confirmation Order shall at all times be acceptable in all respects to the Company Parties and the Required Consenting Noteholders. In the event that a Definitive Document fails to satisfy the requirements of the foregoing sentence, any covenants, commitments or obligations of any Party with respect to those terms supporting or performing obligations thereunder such Definitive Document shall be null and provisions that would have a material adverse void and of no force and effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan until such time as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorssuch Definitive Document satisfies such requirements.

Definitive Documents. 3.01. The Definitive Documents definitive documents governing the Restructuring Transactions shall consist of this Agreement and include the following: following (Athe “Definitive Documents”): (a) the Plan Plan; (and all exhibits thereto); (Bb) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (Cc) the Disclosure Statement and pleadings in support of Solicitation Materials (including any motion seeking either approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order Statement or combined or conditional approval of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; and/or Plan); (Fd) the Financing Order and any credit agreement Disclosure Statement Order; (including any amendments, modifications, and supplements thereto); (Ge) the First Day Pleadings and all orders sought pursuant thereto; and ; (Hf) the “second day” pleadings that the Company Parties determine, in consultation with the Consenting Stakeholders, are necessary or desirable to file (excluding any “retention applications,” except to the extent that such retention application seeks payment for, or authorization for the Debtors to pay, a success, transaction or similar fee); (g) the Plan Supplement; (h) the DIP Motion, DIP Orders, DIP Term Loan Credit Agreement, DIP ABL Credit Agreement and any and all other DIP Term Loan Documents and DIP ABL Documents and related documentation; (i) the Backstop Commitment Agreement, Rights Offering Procedures, and any and all other Rights Offering Documents and related documentation; (j) the New Preferred Equity and all documentation required to implement, issue, and distribute the New Preferred Equity, including all agreements, instruments and documents evidencing or granting any security interests in and liens on any intercompany claims for the benefit of New Intermediate Holding Company (as defined in the Restructuring Term Sheet) and any filings in respect thereof; (k) the Management Incentive Plan; (l) the New Organizational Documents and all other documents or agreements for the governance of Reorganized Invacare, including any certificates of incorporation and shareholders’ agreement or supplements as may be reasonably necessary or advisable to implement the Restructuring Transactions and any and all documentation required to implement, issue, and distribute the New Common Equity; (m) the Exit Term Loan Documents; (n) the Exit Secured Convertible Notes Documents; (o) the Exit ABL Documents; (p) agreements, motions, pleadings, briefs, applications, orders and other filings with the Bankruptcy Court with respect to the rejection, assumption and/or assumption and assignment of material executory contracts and unexpired leases (provided that (i) any contract related to the BAN business or BAN equipment, (ii) any contract between the company Parties and Birlasoft Solutions Inc. and (iii) any contract related to the asset sale transaction with respect to the Company Parties’ respiratory business shall be material contracts); and (q) any other material (with materiality determined in the reasonable discretion of the advisors to Highbridge and the advisors to the Noteholder Ad Hoc Group, in consultation with the advisors to the Company Parties and Azurite) agreements, motions, pleadings, briefs, applications, orders and other filings with the Bankruptcy Court (including any documentation related to any equity or debt investment or offering with respect to any Company Party and any “key employee” retention or incentive plan); and (r) such other material (with materiality determined in the reasonable discretion of the advisors to Highbridge and the advisors to the Noteholder Ad Hoc Group, in consultation with the advisors to the Company Parties and Azurite) motions, orders, agreements and documentation reasonably desired or necessary to consummate and document the transactions contemplated by this Agreement, the Restructuring Term Sheet and the Plan. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date (and shall otherwise be in form and substance reasonably acceptable in all respects to the Company Parties, Highbridge, and the Required Consenting Senior CreditorsUnsecured Noteholders, andincluding any modifications, amendments or supplements thereto in accordance with Section 13; provided that (i) the DIP Term Loan Documents, the DIP ABL Documents, the Plan, the Confirmation Order, the Exit ABL Documents, the Exit Term Loan Documents and the Exit Secured Convertible Notes Documents shall be in form and substance acceptable to Highbridge, (aii) solely with respect the DIP ABL Documents shall be acceptable in all respects to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders ABL Lenders; provided under further that the Management Incentive Plan as described shall be in Annex 2 form and substance acceptable to the Restructuring Term SheetHighbridge, the Required Consenting 2021 Unsecured Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value Chief Executive Officer of the distributions Debtors, and (iii) any Definitive Documents that solely or disproportionately affect the rights of Azurite relative to the Consenting Sponsors on account of their Equity Interests or impair the releases rights set forth in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to this Agreement and the Restructuring Term Sheet, the Consenting SponsorsSheet shall be in form and substance acceptable to Azurite.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (A) the Plan (and all exhibits thereto)Plan; (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (E) the Plan Supplement; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)Cash Collateral Order; (G) the DIP Financing Order; (H) the Exit Facility Documents; (I) the New Corporate Governance Documents; (J) the Post-Emergence Incentive Plan Documents; (K) any new employee incentive plan or employee retention plan entered into by the Company Parties after the Agreement Effective Date; (L) any new material employment, consulting, or similar agreements entered into by the Company Parties after the Agreement Effective Date; (M) any disclosure documents related to the issuance of the New Common Stock; and (N) all material pleadings filed by the Company Parties in connection with the Chapter 11 Cases (or related orders), including the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1612. Further, subject to and without limiting any additional consent or approval rights of the Parties specified elsewhere in this Agreement, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, (a) solely with respect Stakeholders; provided that the New Corporate Governance Documents and Post-Emergence Incentive Plan Documents shall be acceptable to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 Stakeholders and reasonably acceptable to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsCompany Parties.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions definitive documents shall consist of this Agreement and the following: following (Athe “Definitive Documents”): (i) the Plan Plan; (and all exhibits thereto); (Bii) the Confirmation Order and pleadings in support of entry of the Confirmation Order; ; (Ciii) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; all other Solicitation Materials; (Div) the Solicitation Materials; Procedures Order; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Gv) the First Day Pleadings and all orders sought pursuant thereto; and ; (Hvi) the Plan Supplement; (vii) the DIP Financing Documents; (viii) the Exit Financing Facilities Documents; (ix) the Equity Rights Offering Documents; (x) the Registration Rights Agreement; (xi) the New Organizational Documents; (xii) the Offshore Documents; (xiii) the Adequate Protection Order; (xiv) the documents relating to the Consent Solicitation, including the supplemental indentures, collateral agreement amendments, consent solicitation statements and other documentation necessary to consummate the Consent Solicitation; (xv) such other motions, orders, agreements, and documentation necessary or desirable to consummate and document the transactions contemplated by this Agreement, including any plan prepared pursuant to Section 382 of the Internal Revenue Code; (xvi) to the extent not included above, all financing documents needed to effectuate the Restructuring; and (xvii) all other material customary filings, deeds, agreements, notifications, certificates or other documents delivered in connection with transactions of this type (including, without limitation, any and all other documents implementing, achieving, contemplated by or relating to the Restructuring Transactions). 3.02. The Definitive Documents that are not executed or in a form attached to this Agreement as of the Execution Agreement Effective Date remain subject to negotiation good faith negotiation, agreement and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16this Agreement. Further, the The Definitive Documents that are not executed or in a form attached to this Agreement as of the Execution Date Effective Date, and any amendments, modifications, or supplements to any Definitive Documents, shall be consistent with this Agreement and otherwise shall be in form and substance reasonably acceptable to the Company PartiesCompany, the Required Consenting Senior CreditorsSecured Noteholders, andand the Required Consenting Convertible Noteholders. Notwithstanding anything herein to the contrary, (ai) solely with respect the DIP Financing Documents shall further be required to those terms be reasonably acceptable in form and provisions substance to the Required DIP Lenders (as defined in the DIP Financing Documents); (ii) the Backstop Commitment Agreement shall further be required to be reasonably acceptable in form and substance to the Required Backstop Commitment Parties and (iii) the Adequate Protection Order shall be in form and substance acceptable to the Required Consenting Senior Secured Noteholders only (provided that would have a material adverse effect any modifications that increase the amount of any payments on the value account of the distributions to adequate protection provided for the holders benefit of 2021 Notes Claims or impair the releases in favor Senior Secured Noteholders shall require the reasonable consent of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Convertible Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors).

Definitive Documents. 3.01. The Definitive Documents definitive documents governing the Restructuring Transactions shall consist of this Agreement and include without limitation the following: following (collectively with any other material documents necessary to consummate the Restructuring, the “Definitive Documents”): (A) the Plan (and any and all exhibits exhibits, annexes, and schedules thereto); (B) the Confirmation Order Plan Supplement (which shall include the form of the Management Incentive Plans, the form of the New Organizational Documents, [and pleadings in support the form of entry of the New Employment Agreements]; (C) the Confirmation Order; (CD) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the other Solicitation Materials; (E) any the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) all pleadings filed by the Financing Order and any credit agreement Company Parties in connection with the Chapter 11 Cases (or related orders) to the extent such pleadings seek relief in connection with the transactions contemplated herein, including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (G) the Cash Collateral Order; (H) the Plan SupplementDIP Loan Documents; (I) the DIP Order; (J) the New JCP Common Stock Documents; (K) the New REIT Interests Documents; (L) the JCP Exit Facilities Documents; (M) the REIT Exit Loan Documents; (N) any other disclosure documents related to the issuance of the New JCP Common Stock; (O) any other disclosure documents related to the issuance of the New REIT Interests, and (P) any Market Test Documents. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Agreement Effective Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1613. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Agreement Effective Date shall otherwise be in form and substance reasonably consistent with the term sheets attached hereto and otherwise acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, (a) solely with respect First Lien Lenders. Each Party agrees that it shall act in good faith and use and undertake commercially reasonable efforts to those negotiate and finalize the terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor Definitive Documents that are not finalized as of the Required Consenting 2021 Noteholders date hereof, provided under that the Plan as described Parties shall act in Annex 2 good faith to negotiate and finalize the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor Term Sheets that are not finalized as of the Consenting Sponsors provided under Agreement Effective Date as soon as practicable following the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsPetition Date.

Definitive Documents. 3.01. Section 3.1 The Definitive Documents governing the Restructuring Transactions shall consist include the following (in each case, and any order, or amendment or modification of this Agreement any order, entered by the Bankruptcy Court related to the below items): (a) The New Organizational Documents; (b) The First Day Pleadings and the following: Second Day Pleadings and all orders sought pursuant thereto; (Ac) the The Plan (and all exhibits exhibits, ballots, solicitation procedures, and other documents and instruments related thereto); , including any “Definitive Documentation” as defined therein and not explicitly so defined herein; (Bd) the Confirmation Order The Plan Supplement and pleadings in support all documents, annexes, exhibits, schedules contained therein, including any schedules of entry of the Confirmation Order; rejected contracts; (Ce) the The Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; ; (Ef) any The order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; Materials (Fwhich may also be the Confirmation Order); (g) the Financing The Confirmation Order and any credit agreement pleadings in support of entry of the Confirmation Order; (including any amendmentsh) This Agreement, modifications, and supplements thereto); (G) the First Day Pleadings Transaction Term Sheet attached hereto and all other exhibits to this Agreement or the Transaction Term Sheet; (i) The New OpCo Notes Documents; (j) The New Revolving Credit Agreement; (k) Any marketing materials for the New OpCo Notes, New Senior Preferred Units and the New Revolving Credit Facility; (l) Any other material agreements, motions, pleadings, briefs, applications, orders sought pursuant theretoand other filings with the Bankruptcy Court related to the Transactions; and (m) The Case Loan Agreement and (H) the Plan Supplementother Case Facility Documents. 3.02. Section 3.2 The Definitive Documents that are not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent not inconsistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16Article 10. Further, the All Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (Aa) the Plan; (b) the Plan Supplement (which shall include the form of Amended Management Employment Agreement and all exhibits theretothe terms, to be negotiated in good faith, of the Non-Executive Incentive Fund); (Bc) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Cd) the Disclosure Statement and pleadings in support of approval of DIP Orders; (e) the Disclosure Statement; (Df) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (Fg) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)New Common Equity Documents; (Gh) the First Day Pleadings and all orders sought pursuant theretoNew Governance Documents; and (Hi) the Plan SupplementDocuments; (j) the DIP Loan Documents; (k) the Exit Financing Documents; (l) the Preferred Equity Documents, and (m) the Management Incentive Plan, if any. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1612 of this Agreement. Further, unless otherwise provided in this Agreement, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be consistent with this Agreement and in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior CreditorsRevolving Lenders, andthe Required Ad Hoc Term Loan Lender Group, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Term Loan Lenders; provided, however, that any provision in the following documents directly affecting the Consenting Senior Noteholders provided under on the Plan as described Noteholder Group or implementing the Settlement (including, but not limited to, distributions to holders of Senior Note Claims, treatment of Senior Notes Claims relative to claims in Annex 2 other classes, the consent and consultation rights set forth herein or in the Plan, payment of fees and expenses of the Consenting Senior Noteholders or the Noteholder Group, and releases or exculpations involving the Consenting Senior Noteholders or the Noteholder Group) shall be in form and substance reasonably acceptable to the Restructuring Term Sheet, the Required Consenting 2021 Senior Noteholders: (i) to the extent modified from the version attached as Exhibit A, the Plan, (ii) the Plan Supplement, (iii) the Confirmation Order, (iv) the DIP Orders, (v) the Xxxxxxxxxx Xxxxxxxxx, (xx) the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials, (vii) the New Common Equity Documents, and (bviii) solely with respect the Preferred Equity Documents. Each Party agrees that it shall act in good faith and use and undertake all commercially reasonable efforts to those negotiate and finalize the terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor Definitive Documents that are not finalized as of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsdate hereof.

Definitive Documents. 3.014.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (Aa) the Chapter 11 Plan (and any and all exhibits exhibits, annexes, and schedules thereto) and the WHOA Plan (and any and all exhibits, annexes, and schedules thereto); (Bb) the Chapter 11 Plan Supplement; (c) the U.S. Confirmation Order and pleadings in support of entry of the Confirmation petition for the Dutch Sanction Order; (Cd) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (Ee) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation MaterialsChapter 15 Documents; (Ff) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)DIP Documents; (Gg) the Exit Facility Documents; (h) the New Corporate Governance Documents; (i) the New Management Incentive Plan; (j) the First Day Pleadings and all orders sought pursuant thereto; (k) any material disclosure documents related to the issuance of the New Common Stock; (l) the Superpriority Guarantee and Lien Release Documents, the First Lien Notes Guarantee and Lien Release Documents; (m) to the extent not included above, all financing documents needed to effectuate the Restructuring Transactions; and (Hn) any and all other material documents, deeds, agreements, filings, notifications, letters or instruments necessary or desirable to consummate the Plan SupplementRestructuring Transactions (including any exhibits, amendments, modifications, or supplements made from time to time thereto). 3.024.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to good faith negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including the Restructuring Term Sheet, as they may Agreement and shall be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be at all times in form and substance reasonably acceptable in all respects to the Company Parties, Parties and the Required Consenting Senior Creditors, andincluding any modifications, amendments or supplements thereto; provided, that (a) solely the DIP Documents, the Chapter 11 Plan, the WHOA Plan, the Chapter 11 Plan Supplement, the U.S. Confirmation Order and the petition for the Dutch Sanction Order shall at all times be acceptable in all respects to the Company Parties and the Required Consenting Creditors; (b) any Definitive Document that directly affects the recovery of the Second Lien Notes Claims as set forth in the Restructuring Term Sheet shall also be reasonably acceptable to the Required Consenting Second Lien Notes Creditors; and (c) any Definitive Documents that directly affects the recoveries of the Superpriority Term Loan Claims as set forth in the Restructuring Term Sheet shall also be reasonably acceptable to the Required Consenting Superpriority Term Loan Creditors. In the event that a Definitive Document fails to satisfy the requirements of the foregoing sentence, any covenants, commitments or obligations of any Party with respect to those terms supporting or performing obligations under such Definitive Document shall be null and provisions void and of no force and effect until such time as such Definitive Document satisfies such requirements. 4.03. The Company Parties acknowledge and agree that would have a material adverse effect on the value they will provide advance initial draft copies of the distributions Definitive Documents to counsel for the Consenting Creditors (as set forth in Section 16.09) as soon as reasonably practicable and will use commercially reasonable efforts to provide such documents no later than three (3) calendar days prior to the holders date when any Company Party intends to file the applicable Definitive Document with the U.S. Bankruptcy Court or the Dutch Court or otherwise finalize such document. The Company Parties further acknowledge and agree that they will provide advance initial draft copies of 2021 Notes Claims or impair any substantive pleadings other than the releases Definitive Documents to counsel for the Consenting Creditors (as set forth in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 Section 16.09) and will use commercially reasonable efforts to provide such documents one (1) Business Day prior to the Restructuring Term Sheet, date when any Debtor or Company Party intends to file the Required Consenting 2021 Noteholders, and (b) solely applicable substantive pleadings with respect to those terms and provisions that would have a material adverse effect on the value of U.S. Bankruptcy Court or the distributions to the Consenting Sponsors on account of their Equity Interests Dutch Court or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsotherwise finalize such document.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: (Aa) the Plan; (b) the Plan Supplement (which shall include the form of Amended Management Employment Agreement and all exhibits theretothe terms, to be negotiated in good faith, of the Non-Executive Incentive Fund); (Bc) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Cd) the Disclosure Statement and pleadings in support of approval of DIP Orders; (e) the Disclosure Statement; (Df) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (Fg) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto)New Common Equity Documents; (Gh) the First Day Pleadings and all orders sought pursuant theretoNew Governance Documents; and (Hi) the Plan SupplementDocuments; (j) the DIP Loan Documents; (k) the Exit Financing Documents; (l) the Preferred Equity Documents, and (m) the Management Incentive Plan, if any. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1612 of this Agreement. Further, unless otherwise provided in this Agreement, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be consistent with this Agreement and in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior CreditorsRevolving Lenders, andthe Required Ad Hoc Term Loan Lender Group, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under Term Loan Lenders. Each Party agrees that it shall act in good faith and use and undertake all commercially reasonable efforts to negotiate and finalize the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor Definitive Documents that are not finalized as of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsorsdate hereof.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and include the following: : (Aa) the Plan Plan, provided, however, that any plan that provides for the payment of the 2018 Credit Facility Claims, 2015 Credit Facility Claims, and Weberstown Term Loan Facility Claims, in full, in Cash, (and all exhibits thereto); including, in each case, default interest, if applicable) shall be deemed reasonably acceptable to the Consenting Ad Hoc Lenders;2 (Bb) the Confirmation Order Order; (c) the DIP Orders, the DIP Credit Agreement, and pleadings in support of entry of the Confirmation Order; other DIP Documents and related documentation; (Cd) the Disclosure Statement; (e) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; Order; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (Gf) the First Day Pleadings Pleadings, and all orders sought pursuant thereto; 2 Notwithstanding the foregoing, the Plan shall, to the extent not amended prior to confirmation to provide for such payment in full, require the parties to implement (or at the election of the Debtors and the Plan Sponsor be deemed to implement and immediately refinance, subject to the terms of the New Term Loan Exit Facility) the class treatment of the 2015 Credit Facility Claims, the 2018 Credit Facility Claims and the Weberstown Term Loan Facility Claims. (Hg) the New Governance Documents; (h) the New Term Loan Exit Facility Documents; (i) the Plan Supplement; (j) the New Common Equity Documents; (k) the Bidding Procedures; (l) the Equity Rights Offering Documents; (m) the Backstop Commitment Agreement, and all documents required to implement the Backstop Commitment Agreement; (n) any and all documents required to implement, issue, and distribute the New Common Equity; (o) any other document necessary to implement or consummate the Restructuring Transactions; and (p) any other material agreements, motions, pleadings, briefs, applications, orders, and other filings with the Bankruptcy Court related to the Restructuring Transactions. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date Date, including all exhibits, annexes, schedules, amendments, and supplements relating to such Definitive Documents, remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including including, for the Restructuring Term Sheetavoidance of doubt, as they may be modified, amended, or supplemented in accordance with Section 16‎Section 13. Further, : (a) the Definitive Documents not executed or in a form attached to this Agreement Agreement, as of the Execution Date shall at all times be consistent with this Agreement and all exhibits, annexes, and schedules hereto and otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Senior CreditorsPlan Sponsor, andand solely as such affects their rights, (a) solely with respect to those terms and provisions that would have a obligations, or treatment in any material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheetaspect, the Required Consenting 2021 Noteholders, and Ad Hoc Lenders; (b) solely with respect to those terms the Backstop Commitment Agreement, Backstop Approval Order, and provisions that would have a material adverse effect on the value of the distributions New Governance Documents shall be acceptable to the Plan Sponsor; (c) the New Term Loan Exit Facility Documents shall be in form and substance acceptable to the Required Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under Ad Hoc Lenders and the Plan as described Sponsor; and (d) the DIP Credit Agreement and DIP Orders (Exhibit C and Exhibit I, respectively) shall be consistent with the terms of this Agreement and otherwise in Annex 2 form and substance acceptable to the Restructuring Term Sheet, Requisite DIP Commitment Parties. The other DIP Documents shall be in form and substance reasonably acceptable to the Requisite DIP Commitment Parties. The DIP Orders shall be reasonably acceptable to the Required Consenting SponsorsAd Hoc Lenders.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents 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 with the terms of this Agreement, including the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 1615. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, the Required Consenting Term Senior Creditors, and, (a) [solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term SheetClaims, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term SheetInterests, the Consenting Sponsors.]

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of include this Agreement and all other agreements, instruments, pleadings, orders, forms, questionnaires, and other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions, and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, the Restructuring Transactions, including each of the following: : (Aa) the Plan New LC Facility Documents; (b) the New Corporate Governance Documents; (c) any documents in connection with any First Day Pleadings or “second day” pleadings and all exhibits thereto); orders sought pursuant thereto (Bincluding the First Day Pleadings) and First Day Orders; (d) the Plan; (e) the Confirmation Order and any pleadings filed by the Debtors in support of entry of the Confirmation Order; thereof; (Cf) the Disclosure Statement and pleadings in support of Solicitation Materials (including any motion seeking either approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order Statement or combined or conditional approval of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; and/or Plan); (Fg) the Financing Order Disclosure Statement Order; (h) the Cash Collateral Documents; (i) the DIP TLC Documents; (j) any “key employee” retention or incentive plan and any credit agreement motion or order related thereto; (including any amendments, modifications, and supplements thereto); (Gk) the First Day Pleadings Restructuring Transactions Exhibit and all orders sought pursuant thereto; and Ruling Request, if any; (Hl) the Plan Supplement; (m) any material agreements, settlements, motions, pleadings, briefs, applications, orders and other filings with the Bankruptcy Court with respect to the rejection, assumption and/or assumption and assignment of executory contracts and/or unexpired leases; (n) if applicable, any Sale Order and any other motions, proposed orders, and definitive documentation, including any purchase agreement or procedures, related to the sale of all or substantially all of the assets of the Company Parties taken as a whole; (k) any other material (with materiality determined in the reasonable discretion of the Company Parties with the consent of counsel to the Consenting Stakeholders, such consent not to be unreasonably withheld) agreements, settlements, applications, motions, pleadings, briefs, orders, and other filings with the Bankruptcy Court (including any documentation related to any equity or debt investment or offering with respect to any Company Party) that may be reasonably necessary or advisable to implement the Restructuring Transactions; (l) any pleadings that impose or seek authority to impose sell-down orders or restrictions on the ability of the Consenting Stakeholders or other parties to trade any of the Company Parties’ securities; (o) if any Insolvency Proceeding other than the Chapter 11 Cases is commenced: (i) a certified copy of the decision commencing such Insolvency Proceeding, or any analogous procedure under applicable law; (ii) where applicable, an order of the relevant court in which each Insolvency Proceeding has been filed, giving orders for directions with respect to, among other things (if applicable), the convening of creditor and/or member meetings to vote on the relevant Foreign Plan; (iii) any Foreign Plan; (iv) where applicable, an order of the relevant court in which each Insolvency Proceeding has been filed sanctioning the relevant Foreign Plan; (v) any other material document, deed, agreement, filing, notification, letter, or instrument necessary or desirable entered into by a Company Party or Consenting Stakeholder in connection with the relevant Foreign Plan or Insolvency Proceeding and referred to in the explanatory statement described in paragraph (r)(i) above (including, for the avoidance of doubt, documents described in the explanatory statement relevant to any Insolvency Proceeding); provided that notwithstanding the foregoing, any monthly or quarterly operating reports, retention applications, fee applications, fee statements, and declarations in support thereof or related thereto shall not constitute Definitive Documents. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, settlement, filing, notification, letter or instrument related to the Restructuring Transactions Transactions, including any modifications, amendments, or supplements thereto, shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, including and be subject to the Restructuring Term Sheetapplicable consent rights of the SoftBank Parties and the Required Consenting AHG Noteholders, individually or together, set forth herein, as they may be modified, amended, or supplemented in accordance with Section 1612. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be at all times in form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior CreditorsStakeholders; provided, andthat the Cash Collateral Documents, DIP TLC Documents, Plan, the Plan Supplement (a) solely with respect including the New Corporate Governance Documents), the Restructuring Transaction Exhibit, the Ruling Request (if any), the Confirmation Order, and the New LC Facility Documents shall at all times be acceptable in all respects to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsStakeholders.

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of include this Agreement and all other agreements, instruments, pleadings, orders, forms, questionnaires, and other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions, and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, the Restructuring Transactions, including each of the following: : (Aa) the Plan Cash Collateral Order and any motion seeking entry by the Bankruptcy Court of the Cash Collateral Order; (b) the Disclosure Statement and all exhibits thereto); any Solicitation Materials; (Bc) the Disclosure Statement Order and any motion seeking entry by the Bankruptcy Court of the Disclosure Statement Order; (d) the Plan; (e) the Confirmation Order and pleadings in support of any motion seeking entry by the Bankruptcy Court of the Confirmation Order; ; (Cf) the Disclosure Statement Exit A/R Facility Credit Agreement and pleadings any other agreement, instrument, or document evidencing or governing, or executed and/or delivered in support of approval of connection with, the Disclosure Statement; Exit A/R Facility; (Dg) the Solicitation MaterialsNew Organizational Documents; (h) the Noteholder Warrants and Noteholder Warrants Documents; (i) the Warrant Term Sheet; (j) the Plan Supplement and any other document included in the Plan Supplement; (k) the First Day Pleadings; (l) the Governance Term Sheet; (m) such other definitive documentation as is necessary or desirable to consummate the Restructuring Transactions; and (En) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any material exhibits, schedules, amendments, modifications, and supplements thereto); (G) supplements, appendices, or other documents, motions, pleadings and/or agreements relating to any of the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplementforegoing. 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion, as applicable. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter letter, or instrument related to the Restructuring Transactions shall (unless otherwise expressly provided for in this Agreement) contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, Agreement (including the applicable terms of the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 16. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall ) and otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and the Required Consenting Senior Creditors, and, ; provided that (a) solely with respect to those terms the Disclosure Statement and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.any Solicitation Materials,

Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and be governed by the followingfollowing documents: (Aa) this Agreement; (b) the Plan (and all exhibits thereto)Plan; (Bc) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (Cd) the Disclosure Statement and pleadings in support of any motion seeking approval of the Disclosure Statementthereof; (De) the Solicitation MaterialsMaterials and any motion seeking approval thereof; (Ef) any the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (Fg) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (Hh) the Plan Supplement; (i) the Cash Collateral Motion; (j) the Cash Collateral Orders; (k) the New First Lien Credit Agreement and any documents contemplated thereby; (l) the Stockholders’ Agreement; (m) the Warrant Agreement; (n) the Registration Rights Agreement; (o) corporate governance documents and other organizational documents of Reorganized Xxxxx and its subsidiaries; (p) the New Junior Lien Convertible Credit Agreement and any documents contemplated thereby; and (q) such other agreements and documentation contemplated in, or necessary or advisable to, consummate and implement the Restructuring Transactions (together, the “Definitive Documents”). 3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the The Definitive Documents 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 with the terms of this Agreement, including and subject to the Restructuring Term Sheetapplicable consent rights of the Consenting Creditors, individually or together, set forth herein, as they may be modified, amended, or supplemented in accordance with Section 1612. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties, Parties and acceptable to the Required Consenting Senior Creditors, andprovided, (a) solely that the Plan, the Disclosure Statement, the solicitation materials, and the Confirmation Order shall also be materially consistent with respect to those terms this Agreement and provisions that would have a material adverse effect on the value of the distributions otherwise acceptable to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting SponsorsCompany Parties.

Definitive Documents. 3.01. (a) The definitive documents (the “Definitive Documents governing Documents”) with respect to the Restructuring Transactions shall consist of include this Agreement and any material documents (including any material related orders, agreements, instruments, schedules or exhibits) that are described in or contemplated by this Agreement and necessary or desirable to implement the following: Restructuring, including, without limitation: (Ai) the Plan DIP Documents; (and all exhibits thereto); (Bii) the Confirmation Order first day motions, second day motions and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order orders of the Bankruptcy Court approving any first day motions or second day motions (excluding retention applications); (iii) the Plan and the Disclosure Statement and the other Solicitation Materials; Statement; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (Hiv) the Plan Supplement.; 3.02(v) the Confirmation Order; (vi) the Disclosure Statement Order; (vii) the Exit Facility Documents, if any; (viii) all motions, filings, documents, and agreements related to the Sale Transactions, including the Asset Purchase Agreement(s), the Bidding Procedures Motion, the Bidding Procedures, and the Sale Order; (ix) any and all documentation required to implement, issue, and distribute the New Common Stock (as defined in the Plan); and (x) any other documents, instruments, schedules or exhibits described in, related to, contemplated in, or necessary to implement, each of the foregoing. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date date hereof remain subject to negotiation and completion. Upon completion, the Definitive Documents shall reflect 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 with the terms of this Agreement, Agreement (including the Restructuring Term SheetPlan), as they it may be modified, amended, or supplemented in accordance with Section 16. Further13, the Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall otherwise and be in form and substance reasonably acceptable to the Company Parties, the and Required Consenting Senior Supporting Creditors, and, (a) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the holders of 2021 Notes Claims or impair the releases in favor of the Required Consenting 2021 Noteholders provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Required Consenting 2021 Noteholders, and (b) solely with respect to those terms and provisions that would have a material adverse effect on the value of the distributions to the Consenting Sponsors on account of their Equity Interests or impair the releases in favor of the Consenting Sponsors provided under the Plan as described in Annex 2 to the Restructuring Term Sheet, the Consenting Sponsors.