Common use of Milestones Clause in Contracts

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.

Milestones. The Debtors shall implement the Restructuring Transactions shall be implemented in accordance with the following Sale Proceeding Milestones and the additional milestones set forth below (which may be extended with the prior written consent, including by email from counsel, of the Required Consenting Senior Noteholders) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones”): a. No later than August 18, 2025, all conditions to the consummation of the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), which, to the extent such date (including any extension thereof), does not consist of a date certain, Bridge Facility shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders have been consummated (the “Requisite Backstop ShareholdersBridge Facility Closing Date”) ), and the Requisite Commitment Creditors: proceeds of the Bridge Facility shall be made available to the Company Parties in accordance with the terms of the Bridge Facility Credit Agreement; b. Within two (a2) Business Days after the Debtors APA Execution Date, AYR shall file have commenced the Disclosure Statement and Approved Plan on or before November 26CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, 2021the U.S. Company Parties may commence a U.S. Liquidation Proceeding, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, as applicable (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of an order approving a distribution (after giving effect to the Priority Waterfall) of all proceeds available for distribution in the event CCAA Proceeding by the CCAA Court, and such filed Approved Plan approval shall have become final and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement non-appealable within ninety (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (4090) days after the execution of the Backstop Commitment Agreements, provided that CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to obtain a hearing date for the approval consummate and complete each of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; Liquidation Transactions within ninety-five (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (1495) days after each U.S. Liquidation Proceedings Commencement Date. For the commencement avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date shall not occur until after (1) the Sale Transaction Effective Date has occurred, (2) the Company Parties provide notice of, and the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) of, the nature, form and scope of the Disclosure Statement Hearing; U.S. Liquidation Proceedings, and (f3) the Bankruptcy Court hearing to consider entry Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Confirmation Order Milestones may be extended, waived, or modified with the prior written consent (the “Confirmation Hearing”which may include email from counsel) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (hwhich may include email from counsel) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderRequired Consenting Senior Noteholders.

Milestones. The Debtors Each Credit Party shall implement ensure the Restructuring Transactions in accordance with satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), whichunless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Lenders): (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26a motion, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance reasonably acceptable to the Parties by no later than December 10Required Lenders, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 seeking approval on an interim and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language final basis of the Approved Plan and/or DIP Facility and the Disclosure Statement Adequate Protection (which consent shall not be unreasonably withheldas defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall execute file a motion, in form and substance acceptable to the Backstop Commitment Agreements by not later than December 21Required Lenders, 2021seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court hearing shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to consider entry approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Backstop Order Bidding Procedures Motion, the Bankruptcy Court shall commence not enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days after following the execution Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Backstop Commitment Agreements, provided that Company Debtors’ assets shall use commercially reasonable efforts have occurred pursuant to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingBidding Procedures Order; (di) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court hearing to consider entry shall enter one or more orders approving the sale of some, all, or substantially all of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27Debtors’ assets, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in each case in form and substance reasonably acceptable to the Parties by not later than fourteen Required Lenders (14) days after the commencement of the Disclosure Statement Hearing“Sale Order”); (fk) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters enter the Disclosure Statement Order; (gl) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingOrder; and (hm) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty ninety-five (12095) calendar days after entry of following the Confirmation OrderPetition Date, the Plan Effective Date shall have occurred.

Milestones. The Debtors following Milestones shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment CreditorsRequired First Lien Lenders: (a) the Debtors Petition Date shall file the Disclosure Statement and Approved Plan on or before November 26occur by March 10, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by 2020; (b) no later than December 10the Petition Date, 2021, provided that the Commitment Company Parties provide their principal comments shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than December 3five (5) calendar days after the Petition Date, 2021 the Bankruptcy Court shall have entered the Interim DIP Order; (d) no later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and provided further that (ii) the Company Parties may consent to extend such December 10, 2021 deadline to shall have filed the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or and the Disclosure Statement (which consent shall not include the Valuation Analysis, which shall be unreasonably withheld); (bacceptable to the Required First Lien Lenders in their sole and absolute discretion) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) with the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysCourt; (e) obtain entry no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties by not later than fourteen (14) days after and the commencement of the Disclosure Statement HearingRequired First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters have entered an order approving the Disclosure Statement Orderin form and substance reasonably acceptable to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; (g) no later than one hundred fifteen (115) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Company Parties by not later than thirty (30) days after and the commencement Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Confirmation HearingSecond Lien Claims, reasonably acceptable to the Required Second Lien Lenders; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty thirty (120130) calendar days after entry of the Confirmation OrderPetition Date, the Plan Effective Date shall have occurred.

Milestones. The Debtors Company shall comply, and implement the Restructuring Transactions in accordance accordance, with the following milestones (the “Milestones”), which, ) unless extended or waived in writing by the Company Parties and the Required Consenting First Lien Creditors pursuant to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditorsterms hereof: (a) By 11:59 p.m. (prevailing Eastern Time) on October 31, 2020, the Debtors Petition Date shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)have occurred; (b) On the Debtors Petition Date, the Company shall execute have filed the Backstop Commitment Agreements by not later than December 21First Day Pleadings, 2021;the Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Combined Motion (if applicable); ​ (c) No later than 5 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing;interim Cash Collateral Order; ​ ​ (d) No later than 16 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered an order conditionally approving the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysStatement; (e) obtain entry of No later than 30 calendar days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable in form and substance to shall have entered the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearingfinal Cash Collateral Order; (f) No later than 55 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered (i) the Confirmation Order or (ii) the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Combined Order;, if applicable; ​ (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not No later than thirty (30) 59 calendar days after the commencement of Petition Date, the Confirmation HearingCayman Islands court presiding over the Cayman Proceedings shall have entered all orders and confirmations (i.e., the sealed validation completing the Cayman Proceedings) relating to the Cayman Proceedings and such orders shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; and (h) No later than 61 calendar days after the effective date of the Approved Plan Petition Date (the “Outside Date”), the Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.have occurred. ​

Milestones. The Debtors Borrower shall implement the Restructuring Transactions in accordance with achieve each of the following milestones (as the same may be extended from time to time with the consent of the Agent, the “Milestones”), which, each in a manner and in form and substance satisfactory to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Agent and the Requisite Commitment CreditorsPlan Sponsor: (i) Commence the chapter 11 cases no later than August 14, 2023 (ii) File with the Bankruptcy Court no later than August 14, 2023: (a) the Debtors shall file the Disclosure Statement schedules and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions statement of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); financial affairs; (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; an application to retain a claims agent; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty a motion for orders approving this Agreement on an interim (40an “Interim Financing Order”) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain and final (a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; “Final Financing Order”) basis; (d) the Bankruptcy Court hearing a motion to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022continue cash management; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of such other first day papers as may be approved or requested by the Disclosure Statement Order from Borrower or the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; Agent; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; Plan; (g) the disclosure statement relating to the Plan; (h) a motion seeking entry of an order (the “Prepack Scheduling Order”) scheduling and approval for a combined hearing on the Plan and disclosure statement, setting an objection deadline with respect thereto, establishing related confirmation procedures and approving the disclosure statement on an interim basis; (i) a motion seeking the Bankruptcy Court’s approval of assumption of the Restructuring Agreement; (j) the NOL Motion; and (k) a motion for approval of bar dates. (iii) The Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not no later than thirty August 15, 2023: the Interim Financing Order, the Prepack Scheduling Order and the interim order approving the NOL Motion. (30iv) days after File with the commencement Bankruptcy Court a motion to retain professionals and an interim compensation motion no later than August 24, 2023. (v) The Bankruptcy Court shall enter an order approving the bar date motion no later than August 29, 2023. (vi) The Bankruptcy Court shall enter no later than September 14, 2023: the Final Financing Order, an order authorizing the Debtors to assume the Restructuring Agreement and the final order approving the NOL Motion. (vii) The Bankruptcy Court shall enter an order establishing the general bar date for filing proofs of claim of no later than October 2, 2023. (viii) The Bankruptcy Court shall enter an order approving the disclosure statement and the Plan no later than October 6, 2023. (ix) The Effective Date of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderOctober 13, 2023.

Milestones. The Debtors shall implement Consenting Senior Noteholders’ support for the Restructuring Transactions in accordance with shall be subject to the timely satisfaction of the following milestones (the “Milestones”), which, to which may be extended with the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 prior written consent of the Federal Rules of Bankruptcy ProcedureRequired Consenting Senior Noteholders, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) : 1. No later than June 15, 2020, the Debtors Company shall execute commence the Chapter 11 Cases; 2. No later than 3 Business Days after the Petition Date, the Interim DIP Order shall be entered by the Bankruptcy Court; 3. No later than 5 days after the Petition Date, the Company’s investment bankers shall have contacted the parties in the Combination Transaction Contact List and initiated the reciprocal due diligence process; 4. No later than 10 days after the Petition Date, the Company shall file the Proposal Submission Guidelines Motion; 5. No later than 21 days after the Petition Date, the Company shall file the Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Backstop Commitment Agreements by not Motion; 6. No later than December 2130 days after the Petition Date, 2021; (c) the Proposal Submission Guidelines Order, and the Final DIP Order shall be entered by the Bankruptcy Court hearing to consider entry Court; 7. No later than 45 days after the Petition Date, the deadline for submission of preliminary indications of interest for the Combination Transaction shall occur; 8. No later than 45 days after filing the Disclosure Statement Motion, the Disclosure Statement Order and the Backstop Order shall commence not be entered by the Bankruptcy Court; 9. No later than forty (40) 75 days after the execution Petition Date, the deadline for submission of the Backstop Commitment Agreementsfirm proposals, provided that Company which shall use commercially reasonable efforts include outside counsel vetted comments to obtain definitive transaction documents for a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27Combination Transaction, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider shall occur; 10. No later than 5 days after entry of the Disclosure Statement Order (Order, the “Disclosure Statement Hearing”) Company shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of Equity Rights Offering and Plan solicitation in accordance with the Disclosure Statement Order from and the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearingsolicitation procedures; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the each deadline, a “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Milestone”):2 (a) no later than May 22, 2020 at 11:59 p.m. (prevailing Central Time), the Debtors shall file commence the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved Chapter 11 Cases by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions filing petitions for relief under chapter 11 of the Disclosure Statement and Approved Plan acceptable in form and substance to Bankruptcy Code with the Parties by no later than December 10Bankruptcy Court (such filing date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”); (b) no later than one day after the Petition Date, the Debtors shall execute file with the Backstop Commitment Agreements by not later than December 21, 2021Bankruptcy Court a motion seeking entry of the DIP Orders; (c) no later than three days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingInterim DIP Order; (d) no later than 15 days after the Petition Date, the Debtors shall file with the Bankruptcy Court hearing to consider entry of Court: (i) the Plan; (ii) the Disclosure Statement Order Statement; and (iii) a motion (the “Disclosure Statement Hearingand Solicitation Motion”) shall commence not later than January 27seeking, 2022; providedamong other things, that (A) conditional approval of the Debtors may extend such period by fourteen Disclosure Statement, (14B) daysapproval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, (C) approval of the Solicitation Materials, and (D) to schedule the hearing to consider final approval of the Disclosure Statement and confirmation of the Plan; (e) obtain entry of no later than 15 days after the Disclosure Statement Order from Petition Date, the Debtors shall have filed with the Bankruptcy Court reasonably acceptable in form and substance a motion to the Parties by not later than fourteen (14) days after the commencement establish a bar date for filing proofs of the Disclosure Statement Hearingclaim; (f) no later than 35 days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Final DIP Order; (g) no later than 45 days after the Petition Date, the Debtors shall have commenced a solicitation of votes to accept or reject the Plan in accordance with the order approving the Disclosure Statement and Solicitation Motion; (h) no later than 85 days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingOrder; and (hi) no later than 110 days after the effective date of Petition Date (the Approved “Outside Date”), the Debtors shall have consummated the transactions contemplated by the Plan (the date of such consummation, the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry ), it being understood that the satisfaction or waiver of the Confirmation Orderconditions precedent to the Effective Date (as set forth in the Plan and the Term Sheet) are conditions precedent to the occurrence of the Effective Date. Except as set forth in Section 21(c) of this Agreement, each of the Milestones may be extended or waived with the express prior written consent of the Majority Restructuring Support Parties.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) On and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of Support Effective Date, the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for implement the approval Restructuring in accordance with the following Milestones, as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company and the Required Consenting Lenders in their sole discretion; provided that, with respect to the Milestones in subsections (c) and (e) herein, such Milestones may be extended by the Company and the Lender Counsel. For the avoidance of doubt, nothing in these Milestones shall prevent the Debtors from exercising their respective fiduciary duties under applicable law, subject to the right of the Backstop Commitment Agreements Consenting Lenders under Section 5(b) hereof: (a) no later than 11:59 p.m. (prevailing Eastern time) on the date that is two (2) days after the Support Effective Date, the Company Parties shall have commenced the Chapter 11 Cases in advance of the January 27, 2022 omnibus hearingBankruptcy Court (the “Petition Date”); (db) no later than five (5) days after the Petition Date, the Bankruptcy Court hearing shall have entered the DIP Order on an interim basis, which DIP Order shall be in the form and substance acceptable to consider entry of the Disclosure Statement Order Requisite Consenting Lenders; (c) no later than 11:59 p.m. (prevailing Eastern time) on the date that is thirty-five (35) days after the Petition Date, the Bankruptcy Court shall have entered (i) an order approving the bidding procedures with respect to the Acquisition (the “Disclosure Statement HearingBidding Procedures”) (which Bidding Procedures shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable be in form and substance reasonably acceptable to the Parties by not later than fourteen Requisite Consenting Lenders) and (14) days after the commencement of the Disclosure Statement Hearing; (fii) the Bankruptcy Court hearing to consider entry of the Confirmation DIP Order on a final basis (the “Confirmation Hearing”) which DIP Order shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order be in form and substance acceptable to the Parties by not Requisite Consenting Lenders); (d) no later than thirty 11:59 p.m. (30prevailing Eastern time) the date that is thirty-five (35) days after the commencement Petition Date, the Company Parties shall have filed an Acceptable Plan, Disclosure Statement, and a motion to approve the Disclosure Statement, each of which shall be in form and substance reasonably acceptable to the Confirmation Hearing; andRequisite Consenting Lenders; (he) no later than ninety (90) days after the Petition Date, (i) the effective date of hearing to approve the Approved Plan Disclosure Statement shall have occurred and (ii) the “Plan Effective Date”Bankruptcy Court shall have entered an order approving the Disclosure Statement on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; (f) shall occur no later than one hundred twenty fifty (120150) days (or such later date as may be required to accommodate the Bankruptcy Court’s schedule) after the Petition Date, a hearing shall have occurred for approval of (x) (i) the Acquisition and (ii) confirmation of the Plan or (y) another Acceptable Plan, and within two (2) Business Days thereafter, the Bankruptcy Court shall have entered the Confirmation Order on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; and (g) no later than two hundred and ten (210) days after entry of the Confirmation OrderPetition Date, (i) the Acquisition shall have closed and (ii) the Plan Effective Date shall have occurred.

Milestones. The Debtors HCR Entities shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to ; provided that the extent such date (including any extension thereof), does not consist of HCR Entities may extend a date certain, shall be calculated under Rule 9006 Milestone only with the express prior written consent of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment CreditorsRequired Consenting Noteholders: (a) The HCR Entities shall commence the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved Chapter 11 Cases by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions filing voluntary petitions under chapter 11 of the Disclosure Statement and Approved Plan acceptable in form and substance to Bankruptcy Code with the Parties by Bankruptcy Court no later than December 10July 12, 2021, provided that 2020 (the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”);. (b) the Debtors shall execute the Backstop Commitment Agreements by not No later than December 21the date that is five (5) days following the Petition Date, 2021;the Bankruptcy Court shall enter the Interim DIP Order approving the DIP Facilities on an interim basis, subject to compliance with Section 3 hereof. (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not No later than forty (40) days after the execution of the Backstop Commitment Agreements, provided date that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than is fourteen (14) days after following the commencement Petition Date, the HCR Entities shall file the Plan, the Disclosure Statement, the related Solicitation Materials and the motion seeking entry of the Disclosure Statement Hearing;Solicitation Order, which documents shall be subject to compliance with Section 3 hereof. (d) No later than the date that is twenty-five (25) days following the Petition Date, the Bankruptcy Court shall enter the Final DIP Order approving the DIP Facilities on a final basis, each subject to compliance with Section 3 hereof. (e) No later than the date that is forty-five (45) days following the Petition Date, the Bankruptcy Court shall enter (i) the Backstop Order approving the Backstop Purchase Agreement and other Backstop Documents, and (ii) the Solicitation Order approving the Solicitation Materials and Rights Offering Procedures, each subject to compliance with Section 3 hereof. (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not No later than sixty the date that is seventy-five (6075) days from following the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable Order, which order shall be subject to the Parties by not compliance with Section 3 hereof. (g) No later than thirty the date that is ninety (3090) days after following the commencement of the Confirmation Hearing; and (h) Petition Date, the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderoccur.

Milestones. The Debtors On and after the Agreement Effective Date, the Company Parties shall implement the Restructuring Transactions in accordance with the following milestones (as any such milestone may be extended in writing by the “Milestones”Required Consenting Creditors (which extension may be via email of counsel to the Consenting Creditors)), which, unless waived in writing by the Required Consenting Creditors (which waiver may be via email of counsel to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Consenting Creditors:): (a) not later than March 16, 2023, the Debtors Petition Date shall file have occurred; (b) not later than 11:59 p.m., prevailing Eastern Time, on March 20, 2023, the Disclosure Statement Bankruptcy Court shall have entered the Cash Collateral Order on an interim basis; (c) not later than 11:59 p.m., prevailing Eastern Time, on May 1, 2023, the Bankruptcy Court shall have entered the Cash Collateral Order on a final basis; (d) not later than 11:59 p.m., prevailing Eastern Time, on August 1, 2023, the Company Parties shall have proposed a go-forward business plan for the Reorganized Company Parties (including (i) the proposed treatment of the Company Parties’ agreements with (A) Sports Leagues and Approved Plan on or before November 26, 2021, it being acknowledged (B) MVPDs and agreed (ii) any proposed Sports League Deals and the status of any such Sports League Deals with any Sports League) that such Disclosure Statement is in form and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably substance acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors Required Consenting Creditors and the Debtors shall file amended versions of Company Parties (the Disclosure Statement “Business Plan Milestone,” and Approved Plan such business plan that is acceptable in form and substance to the Parties by no later than December 10Required Consenting Creditors and the Company Parties, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement HearingAcceptable Business Plan”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days); (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen 11:59 p.m., prevailing Eastern Time, on September 1, 2023, the Company Parties and the Required Consenting Creditors shall have reached agreement on the Governance Term Sheet, which agreement shall be acceptable to the Required Consenting Creditors (14) days after the commencement of the Disclosure Statement Hearing“Governance Milestone”); (f) not later than 11:59 p.m., prevailing Eastern Time, on September 1, 2023, the Company Parties shall have filed with the Bankruptcy Court hearing to consider entry of the Confirmation Order Plan, the Disclosure Statement and the Solicitation Materials; (the “Confirmation Hearing”g) shall commence not later than sixty (60) days from the date 11:59 p.m., prevailing Eastern Time, on October 6, 2023, the Bankruptcy Court enters shall have entered the Disclosure Statement Order; (gh) not later than 11:59 p.m. prevailing Eastern Time on December 1, 2023, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingOrder; and (hi) the effective date of the Approved Plan no later than December 31, 2023 (the “Outside Date”), the Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.

Milestones. 4.01. The Debtors Company Parties shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, extended or otherwise agreed to waived in writing (which may be by email from counsel being sufficientamong counsel) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment CreditorsPlan Sponsor; provided, that if any such Milestone falls on a date which is not a Business Day, such Milestone shall be automatically extended to the first Business Day thereafter; provided, further, that the Confirmation Order Milestone shall not be extended beyond 150 days after the Petition Date, and the Effective Date Milestone shall not be extended beyond 180 days after the Petition Date, in each case without the consent of the Required Consenting Ad Hoc Lenders: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel prior to the Petition Date, the Backstop Commitment Parties Agreement shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)have been executed; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21June 14, 2021, the Petition Date shall have occurred; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not no later than forty (40) 2 calendar days after the execution of Petition Date, the Backstop Commitment Agreements, provided that Company Debtors shall use commercially reasonable efforts to obtain a hearing date for have filed the approval of Plan and the Backstop Commitment Agreements in advance of Disclosure Statement with the January 27, 2022 omnibus hearingBankruptcy Court; (d) no later than 5 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysDIP Interim Order; (e) obtain entry of no later than 30 calendar days after the Disclosure Statement Order from Petition Date, or such other date as agreed by the Plan Sponsor and the Company Parties, the Bankruptcy Court reasonably acceptable in form and substance to shall have entered the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement HearingBackstop Approval Order; (f) no later than 45 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement DIP Final Order; (g) no later than 60 calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order; provided that the Confirmation Order in form and substance acceptable Milestone shall be extended to the Parties by not later than thirty (30) 74 calendar days after the commencement Petition Date in the event the Company Parties have received a binding Acceptable Alternative Restructuring Proposal with no financial or due diligence conditions and deliver the Toggle Election Notice, which such extension shall be valid for so long as the Company Parties are pursuing confirmation of such Acceptable Alternative Restructuring Proposal through the Confirmation HearingToggle Restructuring or the Equitization Restructuring; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) 15 calendar days after the entry of the Confirmation Order, the Plan Effective Date shall have occurred.

Milestones. 4.01. The Debtors following Milestones shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment CreditorsRequired Consenting Creditors and Ares: (a) the Debtors shall file the Disclosure Statement and Approved Plan on On or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel prior to the Petition Date (as defined herein), the Backstop Commitment Parties Agreement shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld);have been finalized. (b) On July 15, 2020 or such earlier date as agreed upon by the Debtors parties, the Company Parties shall execute commence the Backstop Commitment Agreements by not later than December 21, 2021;Chapter 11 Cases. (c) No later than 8 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing;Interim DIP Order. (d) No later than 5 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days;Interim 9019 Order. (e) obtain entry No later than 14 days after the Petition Date, the Company Parties shall have filed the Plan, Disclosure Statement and a motion seeking approval of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing;Statement. (f) No later than 40 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Final DIP Order;. (g) No later than 40 days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; andFinal 9019 Order. (h) No later than 40 days after the effective date Petition Date, the Company Parties shall have filed the Plan Supplement containing the (i) schedules of assumed or rejected contracts, (ii) the constituents documents of the Approved Plan Reorganized Debtors consistent with the terms of the Governance Term Sheet, (iii) the “Plan Effective Date”form of registration rights agreement, (iv) shall occur no required disclosures regarding directors and officers of the Reorganized CRC (consistent with the terms of the Governance Term Sheet) and (v) any documents (to the extent not already filed) in connection with the Definitive Documents listed in the foregoing sections 3.01(o)-3.01(q). (i) No later than one hundred twenty (120) 44 days after entry of the Petition Date, the Bankruptcy Court shall have entered an order approving the Backstop Commitment Agreement. (j) No later than 44 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Solicitation Materials and the Disclosure Statement. (k) No later than 28 days after the Subscription Commencement Date (as defined in the Backstop Commitment Agreement), the Debtors shall have ended the subscription period for the Equity Rights Offering. (l) No later than 105 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order. (m) No later than 135 days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones”), which, ) shall apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, or otherwise agreed to extended and/or waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Required DIP Lenders and the Requisite Commitment CreditorsCompany Parties: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 101 Business Day following the TSA Effective Date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline in any event prior to the extent Petition Date, the Company Parties are continuing shall, in good faith to negotiate the language accordance with sections 1125 and 1126 of the Approved Bankruptcy Code, commence solicitation of the votes necessary to approve the Plan and/or and effectuate the Transactions, including by distributing the Plan, Disclosure Statement Statement, and Solicitation Materials to holders of Company Claims/Interests (which consent shall not be unreasonably withheldthe “Launch”); (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 211 day following the Launch, 2021the Petition Date shall have occurred; (c) within 3 days following the Bankruptcy Court hearing to consider Petition Date, the Company Parties shall have filed the First Day Pleadings, the DIP/Cash Collateral Motion, the Plan, Disclosure Statement, and Disclosure Statement Motion seeking conditional entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (gd) no later than 5 Business Days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; andInterim DIP/Cash Collateral Order; (he) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) 35 days after entry of the Interim DIP/Cash Collateral Order, the Bankruptcy Court shall have entered the Final DIP/Cash Collateral Order; and (f) no later than 50 days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order (on a final basis) and the Confirmation Order (which may be one order of the Bankruptcy Court); (g) no later than 10 days after the entry of the Confirmation Order, the Transactions shall have been consummated and the Plan Effective Date shall have occurred.

Milestones. The Debtors 4.01 During the Agreement Effective Period, the Company Parties shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods belowas applicable, unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficientwhich may be by electronic mail between applicable counsel) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment CreditorsRequired Consenting Stakeholders. For the avoidance of doubt, nothing in these Milestones shall prevent the Debtors from exercising their respective fiduciary duties under applicable Law; provided that the exercise by the Debtors of a fiduciary out shall not impede the Consenting Stakeholders’ rights to terminate this Agreement pursuant to Section 12: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 1011:59 p.m. (prevailing Central time) on November 13, 20212020, provided that the Commitment Company Parties provide their principal comments no later than December 3, 2021 shall have commenced the Chapter 11 Cases in the Bankruptcy Court and provided further that shall have filed the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)First Day Pleadings; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21three (3) Business Days after the Petition Date, 2021the Bankruptcy Court shall have entered the DIP Order on an interim basis; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not no later than forty thirty (4030) days after the execution of Petition Date, the Backstop Commitment Agreements, provided that Company Parties shall use commercially reasonable efforts to obtain a hearing date for have filed with the approval of Bankruptcy Court the Backstop Commitment Agreements in advance of Plan and the January 27, 2022 omnibus hearingDisclosure Statement; (d) on the date that the Company Parties file the Plan and the Disclosure Statement with the Bankruptcy Court, the Company Parties shall have filed with the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysBackstop Approval Motion; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen thirty-five (1435) days after the commencement of Petition Date, the Disclosure Statement HearingBankruptcy Court shall have entered the DIP Order on a final basis; (f) no later than one hundred (100) days after the Petition Date, the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters have entered the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty and forty (120140) days after entry of the Petition Date, the Company Parties shall have filed with the Bankruptcy Court the Plan Supplement; (h) no later than one hundred and sixty-five (165) days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; (i) no later than one hundred and eighty (180) days after the Petition Date, the Plan Effective Date shall have occurred; and (j) no later than one hundred and eighty (180) after the Petition Date, the Bankruptcy Court shall have entered one or more final orders permanently reducing the future demand reservation fees owed by the Company Parties over the life of all firm transportation agreements of the Company Parties, taken as whole, by at least 50% of the amount of all such fees owed on October 31, 2020, as calculated on a PV-10 basis and reducing the future firm transportation average daily demand reservation volumes over the life of all of the firm transportation agreements of the Company Parties as of October 31, 2020, taken as a whole, by at least 35%.

Milestones. The Debtors On and after the Agreement Effective Date, the Company Parties shall implement the Restructuring Transactions in accordance with the following milestones (as any such milestone may be extended in writing by the “Milestones”Required Consenting Parties (which extension may be via electronic mail of counsel to the Consenting Parties)), which, unless waived in writing by the Required Consenting Parties (which waiver may be via electronic mail of counsel to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Consenting Parties): (a) not later than 11:59 p.m., prevailing Eastern Time, on the Debtors shall file date that is five Business Days following the Disclosure Statement and Approved Plan on or before November 26Agreement Effective Date, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Company Parties shall provide comments have filed with the Bankruptcy Court motions to approve (i) the Debtors Convertible B Commitment Letter and (ii) the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld);DIP Facility. (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 2111:59 p.m., 2021prevailing Eastern Time, on the date that is 30 calendar days following the date the Company Parties file motions with the Bankruptcy Court to approve the (i) the Convertible B Commitment Letter and (ii) the DIP Facility, the Bankruptcy Court shall have entered each of (i) the DIP Order and (ii) an order approving the Convertible B Commitment Letter, and the Company Parties shall have paid all accrued and unpaid Transaction Expenses as of the Agreement Effective Date for which an invoice has been received by the Company Parties on or before 12:00 p.m., prevailing Eastern Time, on the date that is one Business Day prior to the Agreement Effective Date; (c) not later than the Bankruptcy Court hearing earlier to consider occur of (x) the Closing Date (as defined in the DIP Term Sheet) of the DIP Facility and (y) three business days after entry of the Backstop Order DIP Order, the First Lien Paydown (as defined in the DIP Term Sheet) shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearinghave been made; (d) not later than 11:59 p.m., prevailing Eastern Time, on March 22, 2024, the Company Parties shall have filed with the Bankruptcy Court hearing to consider entry each of (i) the Plan, (ii) the Disclosure Statement Order Statement, and (iii) the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that motion to approve the Debtors may extend such period by fourteen (14) daysSolicitation Materials; (e) obtain entry of the Disclosure Statement Order from not later than 11:59 p.m., prevailing Eastern Time, on June 30, 2024, the Bankruptcy Court reasonably acceptable in form and substance to shall have entered the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing;Confirmation Order; and (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from 11:59 p.m. prevailing Eastern Time on August 31, 2024, the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court Plan Effective Date shall enter the Confirmation Order in form and substance acceptable have occurred; provided that, notwithstanding anything to the Parties contrary set forth herein, such date shall automatically be extended by not later than thirty (30) 60 calendar days after to the commencement of extent necessary to obtain any authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Confirmation HearingPlan; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderprovided further, that requests or applications for any such authorizations, consents, regulatory approvals, rulings, or documents are pending on August 31, 2024.

Milestones. The Debtors Company shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the in each case, a “MilestonesMilestone”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26April 3, 20212015, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties Company shall provide comments to the Debtors and the Debtors shall file amended versions commence a solicitation of the Disclosure Statement Lenders seeking the approval and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language acceptance of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)Plan; (b) on or before April 6, 2015, the Debtors Company shall execute receive the Backstop Commitment Agreements approval and acceptance of the Plan by not later than December 21, 2021Lenders collectively constituting the Required Lenders as of such date (the “Lender Class Acceptance”); (c) upon the Bankruptcy Court hearing to consider entry occurrence of the Backstop Order Lender Class Acceptance, the Company shall commence not later than forty (40) days after the execution of the Backstop Commitment AgreementsChapter 11 Case on or before April 7, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing2015; (d) no later than the date of the commencement of the Chapter 11 Case (the “Petition Date”), the Company shall file with the Bankruptcy Court the Plan, the Disclosure Statement, a motion seeking approval of the DIP Facility (as defined below), and a motion seeking a joint hearing to consider entry the adequacy of the Disclosure Statement Order Statement, approval of the Company’s prepetition solicitation of the Lenders, and confirmation of the Plan (the “Joint Disclosure Statement and Plan Confirmation Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days); (e) obtain entry of no later than 5 business days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable in form and substance to shall enter a final order scheduling the Parties by not later than fourteen (14) days after the commencement of the Joint Disclosure Statement and Plan Confirmation Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not no later than sixty (60) 5 business days from after the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter the Confirmation Interim Financing Order in a form and substance acceptable to the Parties by not Company and the Majority Consenting Lenders in their sole discretion, authorizing the Company to enter into a post-petition credit facility consistent with the DIP Term Sheet (the “DIP Facility”) and use cash collateral, and scheduling a final hearing with respect to such matters; (g) no later than thirty (30) 35 days after the commencement Petition Date, the Bankruptcy Court shall enter the Final Financing Order in a form acceptable to the Company and the Majority Consenting Lenders in their sole discretion; (h) no later than 45 days after the Petition Date, the Bankruptcy Court shall commence the Joint Disclosure Statement and Plan Confirmation Hearing; (i) no later than 50 days after the Petition Date, the Bankruptcy Court shall enter an order (1) approving the adequacy of the Disclosure Statement and the Company’s prepetition solicitation of the Lenders and (2) confirming the Plan (the “Confirmation HearingOrder”); and (hj) no later than 75 days after the Petition Date, the effective date of the Approved Plan (the “Plan Effective Consummation Date”) shall occur no later than one hundred twenty (120) days after entry occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of both the Confirmation OrderCompany and the Majority Consenting Lenders.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) On and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of Support Effective Date, the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for implement the approval Restructuring in accordance with the following Milestones, as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company and the RequiredRequisite Consenting Lenders in their sole discretion; provided that, with respect to the Milestones in subsections (c) and (e) herein, such Milestones may be extended by the Company and the Lender Counsel. For the avoidance of doubt, nothing in these Milestones shall prevent the Debtors from exercising their respective fiduciary duties under applicable law, subject to the right of the Backstop Commitment Agreements Consenting Lenders under Section 5(b) hereof: (a) no later than 11:59 p.m. (prevailing Eastern time) on the date that is two (2) days after the Support Effective Date, the Company Parties shall have commenced the Chapter 11 Cases in advance of the January 27, 2022 omnibus hearingBankruptcy Court (the “Petition Date”); (db) no later than five (5) days after the Petition Date, the Bankruptcy Court hearing shall have entered the DIP Order on an interim basis, which DIP Order shall be in the form and substance acceptable to consider entry of the Disclosure Statement Order Requisite Consenting Lenders; (c) no later than 11:59 p.m. (prevailing Eastern time) on the date that is thirty-five (35) days after the Petition Date, the Bankruptcy Court shall have entered (i) an order approving the bidding procedures with respect to the Acquisition (the “Disclosure Statement HearingBidding Procedures”) (which Bidding Procedures shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable be in form and substance reasonably acceptable to the Parties by not later than fourteen Requisite Consenting Lenders) and (14) days after the commencement of the Disclosure Statement Hearing; (fii) the Bankruptcy Court hearing to consider entry of the Confirmation DIP Order on a final basis (the “Confirmation Hearing”) which DIP Order shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order be in form and substance acceptable to the Parties by not Requisite Consenting Lenders); (d) no later than thirty 11:59 p.m. (30prevailing Eastern time) the date that is thirty-five (35) days after the commencement Petition Dateon [January 8, 2021], the Company Parties shall have filed an Acceptable Plan, Disclosure Statement, and a motion to approve the Disclosure Statement, each of which shall be in form and substance reasonably acceptable to the Confirmation Hearing; andRequisite Consenting Lenders; (he) no later than ninety (90) days after the Petition Date11:59 p.m. (prevailing Eastern time) on [February 22, 2021], (i) the effective date of hearing to approve the Approved Plan Disclosure Statement shall have occurred and (ii) the “Plan Effective Date”Bankruptcy Court shall have entered an order approving the Disclosure Statement on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; (f) shall occur no later than one hundred twenty fifty (120150) days (or such later date as may be required to accommodate the Bankruptcy Court’s schedule) after the Petition Date11:59 p.m. (prevailing Eastern time) on [April 7, 2021], a hearing shall have occurred for approval of (x) (i) the Acquisition and (ii) confirmation of the Plan or (y) another Acceptable Plan, and within two (2) Business Days thereafter, the Bankruptcy Court shall have entered the Confirmation Order on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; and (g) no later than two hundred and ten (210) days after entry of the Confirmation OrderPetition Date11:59 p.m. (prevailing Eastern time) on [April 30, 2021], (i) the Acquisition shall have closed and (ii) the Plan Effective Date shall have occurred.

Milestones. The Debtors following Milestones shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties, the Consenting Investor, and the Requisite Commitment CreditorsRequired Consenting Noteholders: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10October 20, 20212023, provided that the Commitment Company Parties provide their principal comments no later than December 3shall commence the Solicitation, 2021 and provided further that shall not, without the Parties may prior written consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or Consenting Investor and the Disclosure Statement (which consent shall not be unreasonably withheld)Required Consenting Noteholders, withdraw or modify the Solicitation; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21one (1) Business Day following the commencement of the Solicitation, 2021the Petition Date shall have occurred; (c) no later than one (1) calendar day after the Petition Date, the Debtors shall have filed with the Bankruptcy Court hearing to consider entry of (i) the Backstop Order shall commence not later than forty Plan; (40ii) days after the execution of Disclosure Statement; (iii) the Backstop Commitment AgreementsSolicitation Procedures Motion, provided that Company shall use commercially reasonable efforts to obtain a hearing date for (iv) the approval of DIP Motion, and (v) the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingBidding Procedures Motion; (d) no later than two (2) Business Days following the Petition Date, subject to Bankruptcy Court availability, the Bankruptcy Court hearing to consider entry of shall have entered (i) the Disclosure Statement Interim DIP Order and (ii) the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that order approving the Debtors may extend such period by fourteen (14) daysSolicitation Procedures Motion; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen (14) calendar days after following the commencement of Petition Date, the Disclosure Statement HearingBankruptcy Court shall have entered the Bidding Procedures Order; (f) no later than twenty-one (21) calendar days following the Petition Date, the Company Parties shall commence the Reverse Dutch Election Opportunity; (g) no later than forty-five (45) calendar days following the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Final DIP Order and the Confirmation Order Order; and (the “Confirmation Hearing”h) shall commence not no later than sixty (60) calendar days from following the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan Petition Date, (the “Outside Date”), the Prepackaged Plan Effective Date shall have occurred; provided, however, that the Outside Date will be automatically extended (without need for further action by the Company Parties or the Consenting Stakeholders) by up to an additional sixty (60) calendar days if regulatory approvals necessary to consummate the Prepackaged Plan have not yet been obtained by the Debtors solely to the extent that all other conditions to the occurrence of the Prepackaged Plan Effective Date have been satisfied or waived except those conditions that by their nature are to be satisfied on the Prepackaged Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry ; provided, further, that the Outside Date may be further extended by the consent of the Confirmation OrderConsenting Investor, the Required Consenting Noteholders, and the Threshold Consenting RCF Lenders, not to be unreasonably withheld, if such regulatory approvals are not obtained during the initial extension period.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with (a) Achieve each of the following milestones (as the same may be extended from time to time with the consent of the Administrative Agent (acting at the direction of the Required Lenders), the “Downstream Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:. (ai) On the Petition Date, the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions (i) a motion seeking approval of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (bA) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; DIP Term Loan Facility and (cB) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty DIP ABL Facility and (40ii) days after the execution of the Backstop Commitment Agreementsa motion seeking a final order, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty Required Lenders in all respects, authorizing the Jamaican Borrower to reject the Sherwin Contract pursuant to section 365 of the Bankruptcy Code. (30ii) On or before the date that is five days after the commencement Petition Date, the Interim Order shall have been entered by the Bankruptcy Court. (iii) On or before the date that is 15 Business Days after the Petition Date, the Debtors shall file a motion seeking approval of the Confirmation HearingDownstream Sale Process (such motion, the “Downstream Sale Motion” and such auction, to the extent necessary, the “Downstream Auction”). (iv) On or before the date that is 35 days after the Petition Date, the Final Order authorizing and approving the DIP Term Loan Facility and the DIP ABL Facility and the transactions contemplated thereby, in form and substance satisfactory to the Administrative Agent and the Required Lenders, and shall have been entered by the Bankruptcy Court. (v) On or before the date that is 45 days after the Petition Date, a final order, in form and substance acceptable to the Required Lenders in all respects, approving the Downstream Sale Process shall have been entered by the Bankruptcy Court, which order shall permit the Prepetition Term Lenders to credit bid all or any portion of the amounts outstanding under the Prepetition Term Loan Agreement and/or the DIP Term Loan Facility and shall contain expense reimbursements acceptable to the Required Lenders in their reasonable discretion. (vi) On or before the date that is 45 Business Days after the Petition Date, the Debtors’ aluminum smelter located in New Madrid, Missouri shall have been idled. (vii) On or before the date that is 60 days after the Petition Date, either (i) a final order, in form and substance acceptable to the Required Lenders in all respects, shall have been entered by the Bankruptcy Court authorizing the Jamaican Borrower to reject the Sherwin Contract pursuant to section 365 of the Bankruptcy Code or (ii) a final order, in form and substance acceptable to the Required Lenders in all respects, shall have been entered by the Bankruptcy Court pursuant to rule 9019 of the Bankruptcy Rules approving the Sherwin Settlement and the Sherwin Settlement shall have become effective. (viii) On or before the date that is 60 days after the Petition Date, the Acceptable Business Plan shall have been provided to the Lenders. (ix) On or before the date that is 95 days after the Petition Date, a final order, in form and substance acceptable to the Required Lenders in all respects (i) approving the sale of the Debtors’ assets and property that comprise the Downstream Business (the “Downstream Asset Sale”) and (ii) providing that the liens and claims of the Lenders, Prepetition ABL Lenders and the Prepetition Term Lenders shall attach to the proceeds of the Downstream Asset Sale in accordance with the provisions of the Final Order and Intercreditor Agreement; (x) On or before the date that is 120 days after the Petition Date, closing of the sale of the Downstream Business; (xi) On or before the date that is 90 days after the Petition Date, the Debtors shall have filed the Reorganization Plan and related disclosure statement each in a form acceptable to the Required Lenders (the “Plan Filing Date”); and (hb) in the effective date of event that the Approved Plan Filing Date occurs in accordance with clause (a)(xi), the Debtors shall comply with the following Milestones (collectively with clause (a)(v), the “Plan Effective DateMilestones”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.):

Milestones. The Debtors VNR shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the in each case, a “MilestonesMilestone”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) VNR shall commence the Debtors shall file the Disclosure Statement and Approved Plan Chapter 11 Case on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December February 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)2017; (b) no later than 20 days after the date of the commencement of the Chapter 11 Case (the “Petition Date”), the Debtors shall execute file with the Bankruptcy Court (i) the Plan, (ii) the Disclosure Statement, and (iii) a motion seeking entry of an order approving the Backstop Commitment Agreements by not later than December 21, 2021Agreement and the Equity Commitment Agreement; (c) no later than 50 days after the Petition Date, the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of enter orders approving the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for Agreement and the approval of the Backstop Equity Commitment Agreements in advance of the January 27, 2022 omnibus hearingAgreement; (d) no later than 65 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall enter the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysDS Order; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen (14) 125 days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingOrder; and (hf) no later than 155 days after the Petition Date, the Company shall have received all necessary regulatory and other required approvals and consents to consummate the Restructuring in accordance with the Agreement, the Plan and Confirmation Order and the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of the Confirmation OrderDebtors and the Required Consenting Senior Note Holders; provided that (i) the Milestone set forth in section (c) may not be extended with respect to the Equity Commitment Agreement without the consent of the Required Consenting Second Lien Holders, unless (x) such Milestone is extended to same extent with respect to the Backstop Commitment Agreement and (y) no order approving the Backstop Commitment Agreement has been entered and (ii) the Milestone set forth in section (e) may not be extended beyond 185 days without the consent of the Required Consenting Second Lien Note Holders.

Milestones. The Debtors Company shall comply, and implement the Restructuring Transactions in accordance accordance, with the following milestones (the “Milestones”), which, ) unless extended or waived in writing by the Company Parties and the Required Consenting First Lien Creditors pursuant to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditorsterms hereof: (a) By 11:59 p.m. (prevailing Eastern Time) on October 31, 2020, the Debtors Petition Date shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)have occurred; (b) On the Debtors Petition Date, the Company shall execute have filed the Backstop Commitment Agreements by not later than December 21First Day Pleadings, 2021the Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Combined Motion (if applicable); (c) No later than 5 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearinginterim Cash Collateral Order; (d) No later than 16 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered an order conditionally approving the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysStatement; (e) obtain entry of No later than 30 calendar days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable in form and substance to shall have entered the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearingfinal Cash Collateral Order; (f) No later than 55 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered (i) the Confirmation Order or (ii) the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Combined Order, if applicable; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not No later than thirty (30) 59 calendar days after the commencement of Petition Date, the Confirmation HearingCayman Islands court presiding over the Cayman Proceedings shall have entered all orders and confirmations (i.e., the sealed validation completing the Cayman Proceedings) relating to the Cayman Proceedings and such orders shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; and (h) No later than 61 calendar days after the effective date of the Approved Plan Petition Date (the “Outside Date”), the Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.