Common use of GENERAL PROVISIONS REGARDING THE RESTRUCTURING Clause in Contracts

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The Plan Sponsor (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtors, collectively, the “Sponsor Backstop Parties”) will provide the Sponsor Backstop Commitment to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $189.8 million (the “Sponsor Backstop Amount”), on the terms set forth in the Sponsor Backstop Commitment Agreement attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment Agreement”). The Sponsor Backstop Commitment Agreement will provide for, among other things, a commitment fee (the “Sponsor Backstop Fee”) of 6% of the $189.8 million Sponsor Backstop Amount payable to the Sponsor Backstop Parties on the Effective Date in an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million of such rights shall be allocated to the Plan Sponsor and shall not be subject to reduction for any reason and the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investor. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering (the “Sponsor Participation Amount”) on account of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount shall be reserved for and allocated to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation Amount.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The Plan Sponsor (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtors, collectively, the “Sponsor Equity Backstop Parties”) will provide the Sponsor Backstop Commitment to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to Commitment, which shall be $189.8 200 million (the “Sponsor Equity Backstop Amount”), subject to certain adjustments as described herein and on the terms set forth in the Sponsor Equity Backstop Commitment Agreement attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Sponsor Equity Backstop Commitment Agreement”). The Sponsor Equity Backstop Commitment Agreement will provide for, among other things, a commitment fee (the “Sponsor Equity Backstop Fee”) of 6% of the $189.8 million Sponsor Equity Backstop Amount (which fee, for the avoidance of doubt, shall be in an amount equal to $12 million) payable to the Sponsor Equity Backstop Parties (a) in New Common Stock on the Effective Date or (b) in cash, if the Effective Date has not occurred, upon the earlier of (x) consummation of an amount alternative transaction or (y) termination of New Common Stock the Equity Backstop Commitment Agreement in certain circumstances in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I. its terms. The Rights Offering Noteholders If Class 5 votes to accept the Plan, holders of Notes Claims (“Noteholders”) shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 100 million (the “Maximum Noteholder Subscription Amount”); provided. To the extent that Noteholders do not subscribe to their full Pro Rata share of the Maximum Noteholder Subscription Amount, that only accredited investors Subscription Rights for such unsubscribed portion shall be entitled made available to exercise Subscription Noteholders and the Plan Sponsor (“Oversubscription Rights; provided, further, that $10.2 million of such rights shall be allocated ”) according to allocations and procedures in form and substance acceptable to the Plan Sponsor and shall not be subject to reduction for any reason and the Plan Sponsor shall not receive Subscription Rights Debtors. For the avoidance of doubt, in the event that Class 5 is entitled to participate in more than $10.2 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to Offering, the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investor. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering (the “Sponsor Participation Amount”including Oversubscription Rights) on account of its Notes Claims and Note Claims. Each dollar of Noteholder subscriptions to receive the corresponding portion Rights Offering up to the Maximum Noteholder Subscription Amount shall, at the Plan Sponsor’s option, decrease the amount of the Participation PremiumBackstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis up to $100 million (the “Noteholder Subscription Downsize”). The entirety Subscription Rights, including Oversubscription Rights, shall be transferable to eligible participants subject to the consent of the Plan Sponsor Participation Amount shall (not to be reserved for unreasonably withheld) and allocated the Debtors based on eligibility criteria in form and substance acceptable to the Plan Sponsor and the Debtors. Incremental Equity Investment At the Plan Sponsor’s option (including in connection with a third party investment), the Debtors may raise up to $200 million of additional exit equity capital (the “Incremental Equity Investment”). The Plan Sponsor (or a designee mutually acceptable to the Debtors and the Plan Sponsor) shall be entitled to purchase New Common Stock on account of the Incremental Equity Investment (“Incremental Participation”). Incremental Participation shall be subject to such other documentation, terms, and conditions (including, without limitation, representations and warranties of the Debtors) to be agreed between the Plan Sponsor and the Debtors. Each dollar of Incremental Participation from a third party purchaser shall, at the Plan Sponsor’s option, decrease the amount of the Backstop Commitment to be funded by the Plan Sponsor on a dollar-for-dollar basis (the “Incremental Downsize” and together with the Noteholder Subscription Downsize, collectively, the “Sponsor Equity Downsize”). For the avoidance of doubt, the Incremental Downsize shall be in addition to any Noteholder Subscription Downsize, and the Incremental Downsize may, whether individually or in aggregate with the Noteholder Subscription Downsize, reduce the amount of the Backstop Commitment to be funded pursuant to the Plan and Equity Backstop Commitment Agreement to zero. For the avoidance of doubt, for so long as the Equity Backstop Commitment Agreement remains effective and has not been terminated, the Plan Sponsor’s commitment to fund the Equity Backstop Amount on the Effective Date pursuant to the Equity Backstop Commitment Agreement shall not be subject reduced by any component of the Sponsor Equity Downsize except to reduction for any reason; provided the extent that readily available funds are received by the Debtors on or before the Effective Date. Plan Sponsor shall not be entitled Equity Offerings Pricing The New Common Stock issued pursuant to participate in any additional amount of the Equity Backstop Commitment (including the Equity Backstop Fee) and, to the extent implemented, the Rights Offering and the Incremental Equity Investment, will be offered at the same per share price determined in excess a manner acceptable to the Debtors and Plan Sponsor based on a total enterprise value of the Sponsor Participation Amount.Debtors of $950 million.2

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The Plan Sponsor DIP Facility Certain of the Supporting Creditors (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtorsin such capacity, collectively, the “Sponsor DIP Lenders”) will provide a senior secured superpriority delayed draw term loan facility in an aggregate principal amount of up to $100 million. The DIP Facility Backstop Lenders will backstop a senior secured superpriority delayed draw term loan facility in an aggregate principal amount of up to $100 million. Each DIP Facility Backstop Lender shall fund no less than such DIP Facility Backstop Lender’s pro rata share (based on Total Credit Exposure, without regard to any Total Credit Exposure held by Lenders other than the DIP Facility Backstop Lenders) of 60% of the aggregate commitments under the DIP Facility. Rights (the “DIP Facility Participation Rights”) to fund up to 40% of the aggregate commitments under the DIP Facility (the “DIP Facility Participation Amount”) shall be offered to the Lenders that are Supporting Creditors, other than the DIP Facility Backstop Lenders, in each case up to such Lender’s pro rata share (based on Total Credit Exposure, without regard to any Total Credit Exposure held by the DIP Facility Backstop Lenders) of the DIP Facility Participation Amount. To the extent any portion of the DIP Facility Participation Rights are not exercised, such corresponding portions of the DIP Facility Participation Amount shall be allocated to, and added to the commitments of, the DIP Facility Backstop Lenders on a pro rata basis (based on Total Credit Exposure, without regard to any Total Credit Exposure held by Lenders other than the DIP Facility Backstop Lenders). The DIP Facility will be available in up to three drawings, with the first such drawing to occur on the closing date of the DIP Facility in an aggregate principal amount of no less than $25 million. The material terms of the DIP Facility are set forth in the term sheet attached hereto as Exhibit B (the “DIP Facility Term Sheet”). The Rights Offering Certain of the Supporting Creditors (in such capacity, collectively, the “The Backstop Parties”) will provide backstop a $200 million rights offering to be consummated on the Sponsor Backstop Commitment to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $189.8 million (the “Sponsor Backstop Amount”), Effective Date and otherwise on the terms set forth in the Sponsor Backstop Commitment Agreement attached hereto as Exhibit E to be entered into by the Debtors and the Backstop Parties, in form and substance satisfactory to the Debtors, the Backstop Parties and the Required Supporting Lenders (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment Agreement”). The Sponsor Backstop Commitment Agreement will provide for, among other things, : (i) a commitment fee premium of 5% of the $200 million committed amount (the “Sponsor Backstop Fee”) of 6% of the $189.8 million Sponsor Backstop Amount payable in New Common Stock to the Sponsor Backstop Parties on the Effective Date Date; and (ii) a discount of 20% to total settled plan enterprise value (“Plan Value”), provided that Plan Value shall be no greater than $750 million. The Exit Facility To the extent that the Debtors or Reorganized Debtors, as applicable, the Backstop Parties and the Required Supporting Creditors agree that such a facility would be in an the best interests of the Reorganized Debtors, the Debtors or the Reorganized Debtors, as applicable, may raise the Exit Facility, a senior secured revolving asset-based lending credit facility to be arranged and provided by one or more commercial lending institutions in a minimum amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth $100 million, on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million of such rights shall be allocated terms satisfactory to the Plan Sponsor and shall not be subject to reduction for any reason Debtors or the Reorganized Debtors, as applicable, and the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investorRequired Supporting Creditors. The Plan Sponsor Debtors shall be entitled timely seek approval from the Bankruptcy Court to participate in $10.2 million of obtain relief necessary to effectuate the Rights Offering (the “Sponsor Participation Amount”) on account of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount shall be reserved for and allocated to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation AmountExit Facility.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The Plan Sponsor (together with any third parties designated by New Common Stock Rights Offering On the Plan Sponsor and reasonably acceptable to the Debtors, collectivelyEffective Date, the Debtors will consummate a $750 million common equity rights offering (the “Sponsor Backstop PartiesRights Offering”) pursuant to which holders of Allowed First Lien Secured Claims will provide be distributed subscription rights (the Sponsor Backstop Commitment “Subscription Rights”) to purchase an amount of the New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount this Plan Term Sheet at a 37.5% discount to a stipulated equity value equal to $189.8 1,250 million (the “Sponsor Backstop AmountPlan Equity Value”), . Both the amount of the Rights Offering and the Plan Equity Value are subject to a proportionate downward adjustment (the “Flex Adjustment”) in the event that the Flex Exit Facility Term Loans are funded on the terms Plan Effective Date in a manner that preserves the 37.5% discount to Plan Equity Value, as will be set forth in the Sponsor Backstop Commitment Agreement. Xxxxxxx and the members of the First Lien Ad Hoc Group (the “Backstop Parties”) will backstop the Rights Offering. Within 10 days of the Agreement attached hereto as Exhibit E Effective Date, the Debtors and the Backstop Parties will enter into a backstop commitment agreement (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment Agreement”). The Sponsor Backstop Commitment Agreement ) that will provide for, among other things, a backstop commitment fee (the “Sponsor Backstop Fee”) of 6premium equal to 8% of the $189.8 750 million Sponsor committed amount (the “Backstop Amount Premium”) payable in New Common Stock (calculated to reflect a 37.5% discount to Plan Equity Value) to the Sponsor Backstop Parties on the Plan Effective Date in an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool (or, as set forth on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock Backstop Commitment Agreement, in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million of such rights shall be allocated to cash if the Plan Sponsor Effective Date does not occur) and shall not be subject to any reduction for any reason on account of the Flex Adjustment. Xxxxxxx will provide 52.5% of the backstop commitments under the Backstop Commitment Agreement and the Plan Sponsor shall not receive Subscription members of the First Lien Ad Hoc Group (on a pro rata basis) will provide 47.5% of the backstop commitments under the Backstop Commitment Agreement. Without limiting the obligations of the Backstop Parties to fund the full amount of the Rights Offering, the Backstop Parties will have the option to participate in more than purchase up to $10.2 375 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated New Common Stock issued pursuant to the other Noteholders Rights Offering, (the “Backstop Priority Tranche”) on a pro rata basis in accordance with based on their respective holdings of Notes Claimsbackstop commitments. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation Any rights not exercised by the Backstop Parties in the Rights Offering relative Backstop Priority Tranche shall be available for distribution to other Participating Noteholders) holders of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate First Lien Claims as set forth in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the this Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investorTerm Sheet. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering (the “Sponsor Participation Amount”) on account of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount shall be reserved for and allocated to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation Amount.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The Plan Sponsor (together with any third parties designated by the Plan Sponsor and reasonably acceptable New Revolver3 Prior to the Effective Date, the Debtors will use commercially reasonable efforts to secure commitments for a secured revolving credit facility for up to $750 million of availability, which shall be undrawn as of the Effective Date. The New Revolver will be secured by a first Lien on substantially all of the Reorganized Debtors’ assets, subject to customary exclusions, pari passu with the Liens securing the New Term Loan and New Secured Notes. The New Revolver will be pari passu with the New Term Loan and New Secured Notes for payment; provided that the New Revolver may be senior in priority for payment at the Debtors’ discretion. New Capital Structure Prior to the Effective Date, the Debtors shall, in consultation with the Required Consenting HoldCo Creditors, use commercially reasonable efforts to raise the New Debt and obtain the optimal capital structure for the 1 This Plan Term Sheet is subject in its entirety to approval of the Debtors’ boards of directors, and with respect to conflicts matters, the Disinterested Directors and Managers. 2 Capitalized terms used but not defined in this Plan Term Sheet have the meanings given to such terms as otherwise defined in Exhibit A to this Plan Term Sheet. 3 Specific terms of the New Debt subject to change based on market conditions. Reorganized Debtors, collectively, which capital structure may be comprised of first-Lien and second-Lien debt and shall include the “Sponsor Backstop Parties”) will provide the Sponsor Backstop Commitment New Revolver for up to purchase an amount $750 million of availability. Net Funded Debt under such capital structure shall not exceed $7.0 billion. New Common Stock On the Effective Date, the Equity Issuer will issue the New Common Stock. The New Common Stock shall be subscribed for, and received, by the holders of Allowed Claims in exchange for their Claims in accordance with this Plan Term Sheet (either as a result of a contribution in kind of such Claims to the percentage ownership Equity Issuer in payment of the issue and subscription price of the New Common Stock or as a result of netting and setting off such Claims against the issue and subscription price payable by such holders to the Equity Pool Issuer, as the case may be). If the Equity Issuer is a different Entity than the Debtor with respect to a particular Claim, such Claim will be contributed in kind (through any intermediate entities) to the direct parent company of such Debtor, such parent shall enter into a subscription agreement with such Debtor for additional shares, and the issue and subscription price of such additional shares shall be netted against and set forth off with such Claim. The Equity Issuer shall use commercially reasonable efforts to list the New Common Stock on Annex I a recognized U.S. stock exchange that qualifies as such for an amount equal purposes of the U.S.-Luxembourg tax treaty.4 For the avoidance of doubt, the Plan Supplement shall address more specifically the mechanics of the receipt of the New Common Stock, together with the mechanics applicable to $189.8 million (holders of Claims entitled to receive both New Common Stock and any other consideration, including any consideration issued or distributed by a Debtor other than the “Sponsor Backstop Amount”)Equity Issuer. New Warrants On the Effective Date, on the Equity Issuer will issue the New Warrants pursuant to the Plan and the Series A Warrant Agreement and consistent with the terms set forth in the Sponsor Backstop Commitment Agreement attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment Agreement”). The Sponsor Backstop Commitment Agreement will provide for, among other things, a commitment fee (the “Sponsor Backstop Fee”) of 6% of the $189.8 million Sponsor Backstop Amount payable to the Sponsor Backstop Parties on the Effective Date in an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million of such rights shall be allocated to the Plan Sponsor and shall not be subject to reduction for any reason and the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investor. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering (the “Sponsor Participation Amount”) on account of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount shall be reserved for and allocated to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation AmountWarrants Term Sheet.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The Plan Sponsor DIP Facility Certain of the Supporting Creditors (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtorsin such capacity, collectively, the “Sponsor DIP Lenders”) will provide a senior secured superpriority delayed draw term loan facility in an aggregate principal amount of up to $100 million. The DIP Facility will be available in up to three drawings, with the first such drawing to occur on the closing date of the DIP Facility in an aggregate principal amount of no less than $25 million. The material terms of the DIP Facility are set forth in the term sheet attached hereto as Exhibit B (the “DIP Facility Term Sheet”). The Rights Offering Certain of the Supporting Creditors (in such capacity, collectively, the “Backstop Parties”) will provide backstop a $200 million rights offering to be consummated on the Sponsor Backstop Commitment to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $189.8 million (the “Sponsor Backstop Amount”), Effective Date and otherwise on the terms set forth in the Sponsor Backstop Commitment Agreement attached hereto as Exhibit E to be entered into by the Debtors and the Backstop Parties, in form and substance satisfactory to the Debtors, the Backstop Parties and the Required Supporting Lenders (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment Agreement”). The Sponsor Backstop Commitment Agreement will provide for, among other things, : (i) a commitment fee premium of 5% of the $200 million committed amount (the “Sponsor Backstop Fee”) of 6% of the $189.8 million Sponsor Backstop Amount payable in New Common Stock to the Sponsor Backstop Parties on the Effective Date Date; and (ii) a discount of 20% to total settled plan enterprise value (“Plan Value”), provided that Plan Value shall be no greater than $750 million. The Exit Facility To the extent that the Debtors or Reorganized Debtors, as applicable, the Backstop Parties and the Required Supporting Creditors agree that such a facility would be in an the best interests of the Reorganized Debtors, the Debtors or the Reorganized Debtors, as applicable, may raise the Exit Facility, a senior secured revolving asset-based lending credit facility to be arranged and provided by one or more commercial lending institutions in a minimum amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth $100 million, on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million of such rights shall be allocated terms satisfactory to the Plan Sponsor and shall not be subject to reduction for any reason Debtors or the Reorganized Debtors, as applicable, and the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investorRequired Supporting Creditors. The Plan Sponsor Debtors shall be entitled timely seek approval from the Bankruptcy Court to participate in $10.2 million of obtain relief necessary to effectuate the Rights Offering (the “Sponsor Participation Amount”) on account of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount shall be reserved for and allocated to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation AmountExit Facility.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment Plan On the Plan Effective Date, or, other than with respect to the holders of RBL Claims, as soon as is reasonably practicable thereafter, each holder of an Allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described in this Restructuring Term Sheet in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder's Allowed Claim or Interest, except to the extent different treatment is agreed to by the Reorganized Debtors and the holder of such Allowed Claim or Interest, as applicable. The Plan Sponsor (together with will constitute a separate chapter 11 plan of reorganization for each Debtor. For the avoidance of doubt, any third parties designated action required to be taken by the Debtors on the Plan Sponsor and Effective Date pursuant to this Restructuring Term Sheet may be taken on the Plan Effective Date or as soon as is reasonably acceptable practicable thereafter other than with respect to the DebtorsRBL Lenders, DIP Lenders, and Exit Facility Lenders. DIP Facility The Consenting RBL Lenders (in such capacity, collectively, the “Sponsor Backstop PartiesDIP Lenders”) will provide the Sponsor Backstop Commitment to purchase a senior secured superpriority revolving debtor-in-possession financing facility in an aggregate principal amount of New Common Stock in accordance $450 million, consisting of a $150 million new money revolving facility, with the percentage ownership a $100 million letter of the New Common Equity Pool set forth on Annex I for an amount equal to credit facility sublimit, and $189.8 300 million (the “Sponsor Backstop Amount”), of rolled up RBL Claims and otherwise substantially on the terms set forth in the Sponsor Backstop Commitment Agreement term sheet attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment Agreement”). The Sponsor Backstop Commitment Agreement will provide for, among other things, a commitment fee C (the “Sponsor Backstop FeeDIP Term Sheet”) of 6% of the $189.8 million Sponsor Backstop Amount payable to the Sponsor Backstop Parties on Restructuring Support Agreement. During the Effective Date in an amount Chapter 11 Cases, the Consenting RBL Lenders shall forbear from any attempt to collect any Specified Default Interest and any such amounts shall not be rolled up into the DIP Facility; provided, for the avoidance of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool doubt, that as set forth on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering DIP Term Sheet, the RBL Lenders shall be entitled to purchase an amount adequate protection payments consisting of New Common Stock current cash payments on a monthly basis in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million amount of such rights shall be allocated to postpetition fees and interest on the RBL Claims at the default rate set forth in the RBL Credit Agreement. On the Plan Sponsor and Effective Date, the Consenting RBL Lenders shall not be subject waive any right to reduction for any reason and the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million payment of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties Specified Default Interest (as defined below) certifying that it is not an accredited investor. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering (the “Sponsor Participation Amount”) on account of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount shall be reserved for and allocated to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation Amount).

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor DIP Facility The DIP Facility Backstop Commitment The Plan Sponsor (together with any third parties designated by the Plan Sponsor and reasonably acceptable to the Debtors, collectively, the “Sponsor Backstop Parties”) Lenders will provide the Sponsor Backstop Commitment to purchase backstop a senior secured superpriority delayed draw term loan facility in an aggregate principal amount of New Common Stock in accordance with up to $100 million. Each DIP Facility Backstop Lender shall fund no less than such DIP Facility Backstop Lender’s pro rata share (based on Total Credit Exposure, without regard to any Total Credit Exposure held by Lenders other than the percentage ownership DIP Facility Backstop Lenders) of 60% of the New Common Equity Pool set forth on Annex I for an amount equal to $189.8 million aggregate commitments under the DIP Facility. Rights (the “Sponsor Backstop AmountDIP Facility Participation Rights”), on ) to fund up to 40% of the terms set forth in aggregate commitments under the Sponsor Backstop Commitment Agreement attached hereto as Exhibit E (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment Agreement”). The Sponsor Backstop Commitment Agreement will provide for, among other things, a commitment fee DIP Facility (the “Sponsor Backstop FeeDIP Facility Participation Amount”) of 6% shall be offered to the Lenders that are Supporting Creditors, other than the DIP Facility Backstop Lenders, in each case up to such Lender’s pro rata share (based on Total Credit Exposure, without regard to any Total Credit Exposure held by the DIP Facility Backstop Lenders) of the $189.8 million Sponsor Backstop Amount payable to DIP Facility Participation Amount. To the Sponsor Backstop Parties on the Effective Date in an amount of New Common Stock in accordance with the percentage ownership extent any portion of the New Common Equity Pool set forth on Annex I. The DIP Facility Participation Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership are not exercised, such corresponding portions of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million of such rights DIP Facility Participation Amount shall be allocated to, and added to the Plan Sponsor and shall not be subject to reduction for any reason and commitments of, the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders DIP Facility Backstop Lenders on a pro rata basis (based on Total Credit Exposure, without regard to any Total Credit Exposure held by Lenders other than the DIP Facility Backstop Lenders). The DIP Facility will be available in accordance up to three drawings, with their respective holdings the first such drawing to occur on the closing date of Notes Claimsthe DIP Facility in an aggregate principal amount of no less than $25 million. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion The material terms of such Noteholder’s participation the DIP Facility are set forth in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long term sheet attached hereto as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investor. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering Exhibit B (the “Sponsor Participation AmountDIP Facility Term Sheet”) on account of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount shall be reserved for and allocated to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation Amount).

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The Plan Sponsor DIP Facility Certain of the Consenting Creditors will provide, in the aggregate, up to $100 million in debtor-in-possession financing in the form of a multi-draw DIP Facility of which $50 million may be drawn upon approval of the DIP Facility on an interim basis and an additional up to $50 million may be drawn in increments of no less than $10 million on no more than five (together with any third parties designated by the Plan Sponsor and reasonably acceptable 5) occasions subject to the Debtors, terms and conditions set forth in the term sheet attached to the RSA as Exhibit C (collectively, the “Sponsor Backstop PartiesDIP Loans”). The DIP Facility will allow the Debtors to establish and fund a segregated account with proceeds from the DIP Facility in an amount not to exceed $20 million, which funds shall be available to the Debtors for disbursement to certain non-Debtor affiliates (the “Group Companies”) will provide the Sponsor Backstop Commitment to purchase through secured intercompany borrowings on an amount of New Common Stock as-needed basis in accordance with the percentage ownership DIP Budget. The Group Companies shall be party to a cash pooling agreement memorializing the cash management arrangement among the Group Companies. Subject to the satisfaction or waiver of the New Common Equity Pool set forth on Annex I for an amount equal to $189.8 million (the “Sponsor Backstop Amount”), on the terms conditions set forth in the Sponsor Backstop Commitment Agreement attached hereto documents governing the Exit Term Loan Facility (as Exhibit E (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment Agreement”defined below). The Sponsor Backstop Commitment Agreement will provide for, among other things, a commitment fee (the “Sponsor Backstop Fee”) of 6% of the $189.8 million Sponsor Backstop Amount payable to the Sponsor Backstop Parties on the Effective Date in an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million of such rights shall be allocated to the Plan Sponsor and shall not be subject to reduction for any reason and the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent no DIP Facility is required, all amounts that would have been funded under such DIP Facility shall be funded as the Exit Term Loan Facility as set forth in Exhibit D-1. Exit Conversion of DIP Facility On the Plan Effective Date, the loans and unused commitments outstanding under the DIP Facility shall automatically convert into a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel term loan facility subject to the Debtors, counsel terms and conditions set forth in the term sheet attached to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (RSA as defined below) certifying that it is not an accredited investor. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering Exhibit D-1 (the “Sponsor Participation AmountExit Term Loan Facility”) ). New Term Loan On the Plan Effective Date, the Reorganized Debtors shall enter into a new senior secured term loan facility in the aggregate principal amount of $300 million on account the terms and conditions set forth in the term sheet attached to the RSA as Exhibit D-2 (the “New Term Loan”). Exit Revolver On the Plan Effective Date, the Reorganized Debtors shall enter into the Exit Revolver, the terms of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount which shall be reserved for in form and allocated substance reasonably satisfactory to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation AmountRequired Consenting Creditors.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment The funded on the Plan Sponsor (together with any third parties designated Effective Date to holders of First Lien Claims in lieu of the cash distributions set forth in this Plan Term Sheet that were otherwise attributable to such difference; provided that the aggregate amount of the First Lien Replacement Term Loans will not exceed an amount to be agreed by the Requisite Backstop Parties and set forth in the Plan Sponsor Supplement. The First Lien Replacement Term Loans, as applicable, will rank pari passu with and reasonably acceptable will be secured on substantially the same terms as the New Exit Facility Term Loan and have the same terms as the New Exit Facility Term Loan or such other terms as agreed by the Requisite Backstop Parties and the Debtors. On the Plan Effective Date, the net cash proceeds of the Required Exit Facility Term Loans (and all other cash on hand held by the Debtors as of the Plan Effective Date) will be: · first, used to pay in full in cash Allowed DIP Claims, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, and executory contract and unexpired lease cure claims as and to the Debtorsextent that such Claims are required to be paid in cash under the Plan; · second, collectivelyused to fund a reserve sufficient to satisfy Allowed General Unsecured Claims against any Non-Obligor Debtor;3 · third, the “Sponsor Backstop Parties”) will provide the Sponsor Backstop Commitment used to purchase an amount fund a reserve sufficient to satisfy any required cash distributions to holders of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool Allowed Second Lien Claims and Allowed General Unsecured Claims against any Obligor Debtor4 as set forth on Annex I in this Plan Term Sheet; · fourth, used, to the extent necessary, to fund a minimum cash balance for the Reorganized Debtors in an aggregate amount equal to $189.8 75 million plus any amounts received on account of GCI (as defined in the Uniti Term Sheet) reimbursements and Cash Payments (as defined in the Uniti Term Sheet) received by the Debtors on or before the Plan Effective Date (the “Sponsor Backstop AmountMinimum Cash Balance”); and · fifth, on the terms set forth distributed to holders of Allowed First Lien Claims in the Sponsor Backstop Commitment Agreement attached hereto as Exhibit E accordance with this Plan Term Sheet (including all schedules and exhibits theretosuch distributed proceeds, the “Sponsor Backstop Commitment Agreement”). The Sponsor Backstop Commitment Agreement will provide for, among other things, a commitment fee (the “Sponsor Backstop Fee”) of 6% of the $189.8 million Sponsor Backstop Amount payable to the Sponsor Backstop Parties on the Effective Date in an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata on the basis of their respective holdings of Notes Claims to participate in the Rights Offering to purchase an amount of New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million of such rights shall be allocated to the Plan Sponsor and shall not be subject to reduction for any reason and the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights Offering and any such amount in excess of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investor. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering (the “Sponsor Participation Amount”) on account of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount shall be reserved for and allocated to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation Amount.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. The Sponsor Backstop Commitment Plan On the Plan Effective Date, or as soon as is reasonably practicable thereafter, each holder of an Allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described in this Restructuring Term Sheet in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s Allowed Claim or Interest, except to the extent different treatment is agreed to by the Reorganized Debtors with the consent of the Required Consenting Stakeholders and the holder of such Allowed Claim or Interest, as applicable. The Plan Sponsor (together with will constitute a separate chapter 11 plan of reorganization for each Debtor. For the avoidance of doubt, any third parties designated action required to be taken by the Debtors on the Plan Sponsor and Effective Date pursuant to this Restructuring Term Sheet may be taken on the Plan Effective Date or as soon as is reasonably acceptable practicable thereafter; provided that the foregoing shall not apply to the Conditions Precedent to the Plan Effective Date; and provided further that all distributions to Holders of DIP Claims and Claims in Class 3 must be made on the Plan Effective Date. Midstream Savings The Debtors intend to achieve savings on certain midstream contracts through rejection of such contracts and/or renegotiation of terms. In the event that sufficient savings (as determined by the Required Plan Sponsors) are not achieved, unless the Debtors and the Required Consenting Stakeholders agree otherwise but subject to the reasonable written consent of the DIP Agent and Required Consenting DIP Lenders, certain of the Debtors’ assets will be separated from the Debtors’ remaining assets to the extent not inconsistent with 28 U.S.C. § 959(b). The Restructuring will then be consummated with respect to the remaining assets, collectively, and the “Sponsor Backstop Parties”) separated assets will be wound down in a manner agreed between the Debtors and the Required Consenting Stakeholders. DIP Facility The DIP Lenders will provide the Sponsor Backstop Commitment to purchase an amount of New Common Stock in accordance with the percentage ownership DIP Facility. The material terms of the New Common Equity Pool DIP Facility are set forth on Annex I for an amount equal to $189.8 million in the term sheet attached hereto as Exhibit 2 (the “Sponsor Backstop AmountDIP Term Sheet”). Exit Facilities On the Plan Effective Date, so long as the Conditions Precedent to the Exit Facilities have been satisfied, the Exit Facilities Lenders will provide the Exit Facilities pursuant to the Exit Facilities Credit Agreements on the terms set forth in the Sponsor Backstop Commitment Agreement term sheet attached hereto as Exhibit E 3 (including all schedules and exhibits thereto, the “Sponsor Backstop Commitment AgreementExit Facilities Term Sheet”). The Sponsor Backstop Commitment Agreement will provide for, among other things, Exit Facilities Lenders have each executed a commitment fee letter to the Exit Facilities which incorporates the allocation of the Exit Facilities agreed by each lender prior to and as a condition precedent to the execution of the Restructuring Support Agreement. The Exit Facilities Documents shall be consistent with the Exit Facilities Term Sheet. New Common Stock On the Plan Effective Date, Reorganized Chesapeake shall issue a single class of common equity interests (the “Sponsor Backstop FeeNew Common Stock”) of 6% of the $189.8 million Sponsor Backstop Amount payable to the Sponsor Backstop Parties on the Effective Date in an amount of ). The New Common Stock will be distributed in accordance with this Restructuring Term Sheet and on terms acceptable to the percentage ownership of the New Common Equity Pool set forth on Annex I. The Rights Offering Noteholders shall receive Subscription Rights pro rata Required Plan Sponsors. As described herein, on the basis of their respective holdings of Notes Claims Plan Effective Date, pursuant to participate in the Rights Offering to purchase an amount of Offering, Reorganized Chesapeake shall issue New Common Stock in accordance with the percentage ownership of the New Common Equity Pool set forth on Annex I for an amount equal to $66.5 million (the “Maximum Noteholder Subscription Amount”); provided, that only accredited investors shall be entitled to exercise Subscription Rights; provided, further, that $10.2 million aggregate purchase price of such rights shall be allocated to the Plan Sponsor and shall not be subject to reduction for any reason and the Plan Sponsor shall not receive Subscription Rights to participate in more than $10.2 million of the Rights Offering and any such amount in excess a minimum of $10.2 million shall instead be allocated to the other Noteholders on a pro rata basis in accordance with their respective holdings of Notes Claims. In addition, Participating Noteholders shall receive their respective pro rata share (calculated as a proportion of such Noteholder’s participation in the Rights Offering relative to other Participating Noteholders) of (x) the Participation Premium (less the Non-Accredited Investor Premium) and (y) rights to participate in funding up to 49% of the New Exit Note, if any; provided that, to the extent a Noteholder is unable to exercise its Subscription Rights because it is not an accredited investor, it shall receive the Non-Accredited Investor Premium so long as it delivers a notice to counsel to the Debtors, counsel to the Plan Sponsor, and counsel to the Noteholder Backstop Parties (as defined below) certifying that it is not an accredited investor. The Plan Sponsor shall be entitled to participate in $10.2 million of the Rights Offering (the “Sponsor Participation Amount”) on account of its Notes Claims and to receive the corresponding portion of the Participation Premium. The entirety of the Sponsor Participation Amount shall be reserved for and allocated to the Plan Sponsor and shall not be subject to reduction for any reason; provided that the Plan Sponsor shall not be entitled to participate in any additional amount of the Rights Offering in excess of the Sponsor Participation Amount600 million.