Common use of Milestones Clause in Contracts

Milestones. The following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders: (a) the Petition Date shall occur by March 10, 2020; (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than five (5) calendar days after the Petition Date, 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 have entered the Confirmation Order in form and substance 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; and (h) no later than one hundred thirty (130) calendar days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The following Bxxxxxxx agrees to complete, or cause to be completed, all Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders: (a) the Petition Date shall occur by March 10, 2020; (b) no not later than the dates set forth herein (or such later date to which the Supermajority Lenders agree in their sole discretion). ● No later than three (3) days after the Petition Date, subject to Bankruptcy Court availability, the Company Parties Bankruptcy Court shall have filed entered the First Day Pleadings with Interim DIP Order, the Bankruptcy Court; Scheduling Order (cdefined below) no and the Bidding Procedures Order (defined below); ● No later than five thirty (530) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim Final DIP Order; (d) no ; ● No later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each deadline for submitting indications of Renegotiated Contracts/Leases in form and substance acceptable to interest (the Company Parties and the Required First Lien Lenders; (f) no “IOI Deadline”); ● No later than seventy fifty (7050) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable disclosure statement; ● If the Debtors elect to pursue a sale of some or substantially all of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code (a “Sale”) to the Company Parties and DIP Lenders (the Required First Lien Lenders and“Credit Bid Sale”), 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 seventy (11570) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Confirmation Order in form and substance acceptable Credit Bid Sale (the “Credit Bid Sale Order”); ● If the Debtors elect to pursue a Sale to a third party (such a Sale, a “Third-Party Sale”), (a) 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; and (h) Bid Deadline shall be no later than one hundred thirty no later than sixty-five (13065) calendar days after the Petition Date, the Plan Effective Date shall have occurred.; and (b) no later than ninety

Milestones. The Company shall meet the following Milestones milestones: 1. The Company shall apply to this Agreement unless extended enter into the Plan with the holders of the Company’s Series C Preferred Stock or waived in writing by securities convertible into the Company’s Series C Preferred Stock; 2. On the Closing Date, the Company Parties shall cancel the offering of Series C Shares and issue a press release announcing cancellation of the Required First Lien Lenders:sales of Series C Shares; 3. On the Closing Date, the Company shall issue a press release announcing its partnership with FireEye; 4. Within 7 days of the Closing Date, the Company shall issue a press release announcing SmartFile commercial progress; 5. Within 21 days of the Closing Date, the Company shall issue an additional press release announcing further SmartFile commercial progress; 6. Within 45 days of the Closing Date, the Company shall issue a press release announcing that the Company is cash flow positive on a twelve month run rate basis as of October 1; and 7. Within 60 days of the Closing Date, the Company shall issue a press release announcing SmartFile commercial progress; 8. Within 75 days of the Closing Date, the Company shall issue an additional press release announcing further FireEye commercial progress; and 9. Within 75 days, the Company will have its Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission on May 14, 2015, declared effective 10. Within 90 days of the Closing Date, the Company shall sell shares of its common stock in an underwritten offering (the “Underwritten Offering”) in an aggregate amount equal to or greater than $2,500,000 at a price per share equal to the higher of $0.25 and 30% discount to the 30-day VWAP on the date of the Underwritten Offering (in conjunction with this milestone #9, the company agrees that no financings are required or will be pursued prior to completion of the underwritten offering). For each milestone that the Company does not achieve, the Company shall issue _________ shares of the Common Stock to the Purchaser on the date that the Company misses such milestone; provided, however, if the Company does not achieve the eighth and tenth milestone listed above, the Company shall issue __________ shares of the Common Stock to the Purchaser on the date that the Company misses such milestone. Further, if the Company fails to meet any of the milestones, the Warrant Price shall be adjusted to the quotient equal to the (i) original principal amount of the Debenture, divided by (ii) (a) the Petition Date shall occur by March 10, 2020; shares of Common Stock issuable pursuant to the terms of the Debenture plus (b) no later than the Petition Date, shares of Common Stock issued for milestones not achieved by the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than five (5) calendar days after the Petition Date, 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 have entered the Confirmation Order in form and substance 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; and (h) no later than one hundred thirty (130) calendar days after the Petition Date, the Plan Effective Date shall have occurredCompany.

Milestones. The HCR Entities shall implement the Restructuring Transactions in accordance with the following Milestones shall apply to this Agreement unless extended or waived in writing by milestones (the Company Parties and “Milestones”); provided that the HCR Entities may extend a Milestone only with the express prior written consent of the Required First Lien LendersConsenting Noteholders: (a) The HCR Entities shall commence the Chapter 11 Cases by filing voluntary petitions under chapter 11 of the Bankruptcy Code with the Bankruptcy Court no later than July 12, 2020 (the “Petition Date shall occur by March 10, 2020;Date”). (b) no No later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than date that is five (5) calendar days after following the Petition Date, the Bankruptcy Court shall have entered enter the Interim DIP Order;Order approving the DIP Facilities on an interim basis, subject to compliance with Section 3 hereof. (dc) no No later than thirty-five the date that is fourteen (3514) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after following the Petition Date, the Company Parties HCR Entities shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to file the Company Parties Plan, the Disclosure Statement, the related Solicitation Materials and the Required First Lien Lenders;motion seeking entry of the Solicitation Order, which documents shall be subject to compliance with Section 3 hereof. (fd) no No later than seventy the date that is twenty-five (7025) calendar days after following the Petition Date, the Bankruptcy Court shall have entered an order enter the Final DIP Order approving the Disclosure Statement in form and substance reasonably acceptable DIP Facilities on a final basis, each subject to the Company Parties and the Required First Lien Lenders and, solely compliance with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders;Section 3 hereof. (ge) no No later than one hundred fifteen the date that is forty-five (11545) calendar days after following the Petition Date, the Bankruptcy Court shall have entered enter (i) the Confirmation Backstop Order in form approving the Backstop Purchase Agreement and substance acceptable other Backstop Documents, and (ii) the Solicitation Order approving the Solicitation Materials and Rights Offering Procedures, each subject to the Company Parties and the Required First Lien Lenders and, solely compliance with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; andSection 3 hereof. (hf) no No later than one hundred thirty the date that is seventy-five (13075) calendar days after following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order, which order shall be subject to compliance with Section 3 hereof. (g) No later than the date that is ninety (90) days following the Petition Date, the effective date of the Plan (the “Effective Date Date”) shall have occurredoccur.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring on the following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders:timeline (each deadline, a “Milestone”):2 (a) no later than May 22, 2020 at 11:59 p.m. (prevailing Central Time), the Debtors shall commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “Petition Date shall occur by March 10, 2020Date”); (b) no later than one day after the Petition Date, the Company Parties Debtors shall have filed the First Day Pleadings file with the Bankruptcy CourtCourt a motion seeking entry of the DIP Orders; (c) no later than five (5) calendar three days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court shall have entered of the Interim DIP Order; (d) no later than thirty-five (35) calendar 15 days after the Petition Date, the Debtors shall file with the Bankruptcy Court: (i) the Bankruptcy Court shall have entered the Final DIP Order, and Plan; (ii) the Company Parties shall have filed Disclosure Statement; and (iii) a motion (the “Disclosure Statement and Solicitation Motion”) seeking, among other things, (A) conditional approval of the Disclosure Statement, (B) approval 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 (which shall include and confirmation of the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy CourtPlan; (e) no later than fifty (50) calendar 15 days after the Petition Date, the Company Parties Debtors shall have entered into each filed with the Bankruptcy Court a motion to establish a bar date for filing proofs of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lendersclaim; (f) no later than seventy (70) calendar 35 days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 LendersFinal DIP Order; (g) no later than one hundred fifteen (115) calendar 45 days after the Petition Date, the Bankruptcy Court Debtors shall have entered commenced a solicitation of votes to accept or reject the Confirmation Order Plan in form accordance with the order approving the Disclosure Statement and substance 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; andSolicitation Motion; (h) no later than one hundred thirty (130) calendar 85 days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court of the Confirmation Order; and (i) no later than 110 days after the Petition Date (the “Outside Date”), the Debtors shall have consummated the transactions contemplated by the Plan (the date of such consummation, the “Effective Date”), it being understood that the satisfaction or waiver of the conditions precedent to the Effective Date shall have occurred(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 VNR shall implement the Restructuring on the following Milestones shall apply to this Agreement unless extended or waived timeline (in writing by the Company Parties and the Required First Lien Lenders:each case, a “Milestone”): (a) VNR shall commence the Petition Date shall occur by March 10Chapter 11 Case on or before February 3, 20202017; (b) no later than 20 days after the date of the commencement of the Chapter 11 Case (the “Petition Date”), the Company Parties Debtors shall have filed the First Day Pleadings 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 Agreement and the Equity Commitment Agreement; LEGAL_US_W # 88666596.2 (c) no later than five (5) calendar 50 days after the Petition Date, the Bankruptcy Court shall have entered enter orders approving the Interim DIP OrderBackstop Commitment Agreement and the Equity Commitment Agreement; (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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar 65 days after the Petition Date, the Bankruptcy Court shall have entered an order approving enter the Disclosure Statement in 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 LendersDS Order; (ge) no later than one hundred fifteen (115) calendar 125 days after the Petition Date, the Bankruptcy Court shall have entered enter the Confirmation Order in form and substance 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 LendersOrder; and (hf) no later than one hundred thirty (130) calendar 155 days after the Petition Date, the Plan Effective Date Company shall have occurredreceived 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 Plan (the “Effective Date”) shall occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of the Debtors 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 Credit Parties shall cause and ensure that the following Milestones shall apply actions are completed on a timely basis, in each case subject to this Agreement unless extended or waived in writing by the Company Parties court availability and the Required First Lien LendersFinal Order: (a) either the Petition Date shall occur by March 10, 2020; completion of the actions set forth in this paragraph (a) or the actions set forth in paragraph (b) no later than immediately below; provided that the Petition Date, Borrowers’ determination of whether to pursue the Company Parties shall have filed actions set forth in paragraph (a) or (b) must be reasonably acceptable to the First Day Pleadings with the Bankruptcy Court;Required Lenders: (ci) no later than five (5) calendar on or before the date that is 75 days after the Petition Date, 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 (ii) the Company Parties Borrowers shall have filed the Plan a plan of reorganization and the Disclosure Statement (which shall include the Valuation Analysisa related disclosure statement that are, which shall be in each case, in form and substance reasonably acceptable to the Required First Lien Lenders (respectively, the “Acceptable Plan of Reorganization” and the “Acceptable Disclosure Statement”); provided that a plan of reorganization that is a feasible plan which provides for the indefeasible payment in their sole and absolute discretion) with full in cash of the Bankruptcy CourtLoans on the effective date thereof shall be deemed to be an Acceptable Plan of Reorganization; (eii) no later than fifty (50) calendar days after on or before the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar date that is 100 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement order, in form and substance reasonably acceptable to the Company Parties and Required Lenders, approving 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 LendersAcceptable Disclosure Statement; (giii) no later than one hundred fifteen (115) calendar on or before the date that is 140 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order (such date, the “Confirmation Date”); and (iv) on or before the date that is 21 days after the Confirmation Date, the effective date of the Acceptable Plan of Reorganization shall have occurred; (b) the following sale milestones (which milestones may be fulfilled in lieu of the milestones set forth in clause (a) above: (i) or before the date that is 75 days after the Petition Date (the “Sale Motion Filing Date”), the Borrowers shall have filed a motion (the “Sale Motion”), in form and substance 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 satisfactory to the Required Second Lien Lenders; and, seeking the entry of an order (the “Bidding Procedures Order”) (i) approving bidding and auction procedures in connection with a sale of all or substantially all of the Company’s and its Subsidiaries’ assets pursuant to section 363 of the Bankruptcy Code (the “363 Sale”) and (ii) scheduling the date for an auction, if necessary, and a hearing to consider approval of the 363 Sale; (hii) no later than one hundred thirty (130) calendar on or before the date that is 100 days after the Petition Date, the Plan Effective Date Bankruptcy Court shall have occurredentered the Bidding Procedures Order, which Bidding Procedures Order (including the bidding procedures contained therein) shall be in form and substance reasonably satisfactory to the Required Lenders in their sole discretion and shall specify that the Lenders, and any designees thereof, shall have the unconditional right to “credit bid” (to the fullest extent permitted by law) for any and all assets offered for sale by the Company and that any other bids must include sufficient cash purchase price to pay off the Obligations in cash and in full upon closing; (iii) bids shall be due on or before the date that is 25 days after entry of the Bidding Procedures Order (the “Bid Due Date”); (iv) on or before the date that is 10 Business Days after the Bid Due Date, the Bankruptcy Court shall have entered an order approving the 363 Sale (the “Sale Order”), which Sale Order shall be in form and substance reasonably satisfactory to the Required Lenders; and (v) on or before the date that is 25 days after the Bid Due Date, the Borrowers shall have consummated the 363 Sale with the winning bidder(s); (c) on or before the date that is 15 days after the Petition Date, the Borrowers shall have contacted for purposes of negotiations (i) authorized union representatives seeking modifications with respect to collective bargaining agreements, and (ii) authorized representatives of retirees seeking modifications with respect to retiree benefits; (d) on or before the date that is 90 days from the Petition Date, the Borrowers shall have either (i) reached agreements in good faith with the parties referred to in clause (i) and (ii) of paragraph (c) immediately above or (ii) filed any motions needed to approve such agreements, or (ii) filed any motions needed to authorize relief from the Bankruptcy Court pursuant to section 1113 and/or 1114 of the Bankruptcy Code; provided, that in the case of (i) and (ii) above, the agreements and/or motions shall be in a form and substance reasonably satisfactory to the Required Lenders; and (e) all orders entered by the Bankruptcy Court pertaining to the use of cash collateral, and all other pleadings and documents filed by the Credit Parties in connection therewith, shall be in form and substance reasonably satisfactory to the Lenders.

Milestones. The following Milestones shall apply to this On and after the Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders: (a) the Petition Date shall occur by March 10, 2020; (b) no later than the Petition Effective Date, the Company Parties shall have filed implement the First Day Pleadings Restructuring Transactions in accordance with the Bankruptcy Courtfollowing milestones (as any such milestone may be extended in writing by the Required Consenting Creditors (which extension may be via email of counsel to the Consenting Creditors)), unless waived in writing by the Required Consenting Creditors (which waiver may be via email of counsel to the Consenting Creditors): (a) not later than March 16, 2023, the Petition Date shall have occurred; (cb) no not later than five (5) calendar days after the Petition Date11:59 p.m., prevailing Eastern Time, on March 20, 2023, the Bankruptcy Court shall have entered the Interim DIP OrderCash Collateral Order on an interim basis; (dc) no not later than thirty-five (35) calendar days after the Petition Date11:59 p.m., (i) prevailing Eastern Time, on May 1, 2023, the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy CourtCash Collateral Order on a final basis; (ed) no not later than fifty (50) calendar days after the Petition Date11:59 p.m., prevailing Eastern Time, on August 1, 2023, the Company Parties shall have entered into each proposed a go-forward business plan for the Reorganized Company Parties (including (i) the proposed treatment of Renegotiated Contracts/Leases the Company Parties’ agreements with (A) Sports Leagues and (B) MVPDs and (ii) any proposed Sports League Deals and the status of any such Sports League Deals with any Sports League) that is in form and substance acceptable to the Required Consenting Creditors and the Company Parties (the “Business Plan Milestone,” and such business plan that is acceptable in form and substance to the Required Consenting Creditors and the Company Parties, the “Acceptable Business Plan”); (e) not later than 11:59 p.m., prevailing Eastern Time, on September 1, 2023, the Company Parties and the Required First Lien LendersConsenting Creditors shall have reached agreement on the Governance Term Sheet, which agreement shall be acceptable to the Required Consenting Creditors (the “Governance Milestone”); (f) no not later than seventy 11:59 p.m., prevailing Eastern Time, on September 1, 2023, the Company Parties shall have filed with the Bankruptcy Court the Plan, the Disclosure Statement and the Solicitation Materials; (70g) calendar days after the Petition Datenot later than 11:59 p.m., prevailing Eastern Time, on October 6, 2023, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 LendersOrder; (gh) no not later than one hundred fifteen (115) calendar days after the Petition Date11:59 p.m. prevailing Eastern Time on December 1, 2023, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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 LendersOrder; and (hi) no later than one hundred thirty December 31, 2023 (130) calendar days after the Petition “Outside Date”), the Plan Effective Date shall have occurred.

Milestones. 4.01. The Debtors shall implement the Restructuring Transactions in accordance with the following Milestones shall apply to this Agreement milestones unless extended or waived in writing by the Company Parties Highbridge and the Required First Lien Lenders:Consenting Unsecured Noteholders (email from respective counsel to such Parties being sufficient): (a) no later than January 31, 2023, the Petition Date shall occur by March 10, 2020have occurred; (b) no later than the Petition Date, the Company Parties Debtors shall have filed Filed the First Day Pleadings draft Plan with the Bankruptcy Court; (c) no later than five three (53) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; (d) no later than thirty-five ten (3510) calendar days Business Days after the Petition Date, the Debtors shall have filed (i) the Bankruptcy Court shall have entered the Final DIP OrderDisclosure Statement, and (ii) the Company Parties shall have filed the Plan and a motion seeking entry of the Disclosure Statement Order and (which shall include iii) a motion seeking approval of the Valuation Analysis, which shall be acceptable to fees and expenses of the Required First Lien Lenders Backstop Parties in their sole and absolute discretion) connection with the Bankruptcy CourtBackstop Commitment Agreement; (e) no later than fifty thirty-five (5035) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 have entered the Confirmation Order in form Final DIP Order; (f) no later than sixty (60) days after the Petition Date, the Bankruptcy Court shall have entered (i) the Disclosure Statement Order, (ii) an order approving the fees and substance acceptable to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account expenses of the Second Lien ClaimsBackstop Parties in connection with the Backstop Commitment Agreement and (iii) an order approving the Rights Offering Procedures; (g) no later than twenty (20) Business Days after the subscription commencement date, reasonably acceptable to the Required Second Lien Lenders; andDebtors shall have ended the subscription period for the Rights Offering; (h) no later than one hundred thirty and five (130105) calendar days after the Petition Date, the Bankruptcy Court shall have entered (i) the Confirmation Order and (ii) an order approving the Backstop Commitment Agreement; (i) no later than one hundred and twenty (120) days after the Petition Date, the Plan Effective Date shall have occurred; provided however, that such date may be extended for an additional one (1) month period, solely to the extent that the Company Parties have otherwise complied with the terms of this Agreement, the Definitive Documents and all other events and actions necessary for the occurrence of the Plan Effective Date has occurred other than the receipt of regulatory or other approval of a government entity or unit necessary for the occurrence of the Plan Effective Date.

Milestones. 4.01. The following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien LendersConsenting Creditors and Ares: (a) On or prior to the Petition Date (as defined herein), the Backstop Commitment Agreement shall occur by March 10, 2020;have been finalized. (b) no later than On July 15, 2020 or such earlier date as agreed upon by the Petition Dateparties, the Company Parties shall have filed commence the First Day Pleadings with the Bankruptcy Court;Chapter 11 Cases. (c) no No later than five (5) calendar 8 days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order;. (d) no No later than thirty-five (35) calendar 5 days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Interim 9019 Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court;. (e) no No later than fifty (50) calendar 14 days after the Petition Date, the Company Parties shall have entered into each filed the Plan, Disclosure Statement and a motion seeking approval of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders;Disclosure Statement. (f) no No later than seventy 40 days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order. (70g) calendar No later than 40 days after the Petition Date, the Bankruptcy Court shall have entered the Final 9019 Order. (h) No later than 40 days after the 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 Reorganized Debtors consistent with the terms of the Governance Term Sheet, (iii) the form of registration rights agreement, (iv) 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 44 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable to Backstop Commitment Agreement. (j) No later than 44 days after the Company Parties Petition Date, the Bankruptcy Court shall have entered an order approving the Solicitation Materials 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;Disclosure Statement. (gk) no No later than one hundred fifteen 28 days after the Subscription Commencement Date (115as defined in the Backstop Commitment Agreement), the Debtors shall have ended the subscription period for the Equity Rights Offering. (l) calendar No later than 105 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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; andOrder. (hm) no No later than one hundred thirty (130) calendar 135 days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The Borrower shall, or shall cause the following Milestones shall apply to this Agreement unless extended or waived in writing occur, by the Company Parties times and dates set forth below (as any such time and date may be extended with the consent of the Required New Incremental Loan Lenders or the New Incremental Loan Lenders Advisors at the direction of the Required New Incremental Loan Lenders, which consent may be delivered via electronic mail); provided that where used in this Section 5.12(b), any “delivery” required by this Section 5.12(b) shall require delivery to the Administrative Agent (which shall reasonably promptly furnish to each of the Lenders and the Required First Lien Lenders:Lender Advisors, as well as to any other Person specified below): (ai) Borrower will enter into the RSA in form and substance acceptable to the New Incremental Loan Lenders on or prior to the New Incremental Loan Closing Date; (ii) [Reserved]; (iii) By March 16, 2020, the Borrower shall provide to the New Incremental Loan Lenders final versions of first day pleadings, Chapter 11 Plan and Chapter 11 Plan Disclosure Statement, in each case, in form and substance reasonably satisfactory to the Required New Incremental Loan Lenders; (iv) By no later than March 16, 2020, the Borrower shall commence solicitations of consents to the Chapter 11 Plan pursuant to and in accordance with definitive documents in form and substance reasonably acceptable to the Required New Incremental Loan Lenders and the Borrower; (v) By no later than March 16, 2020, the Borrower shall cause the Petition Date shall to occur by March 10, 2020in order to implement the Chapter 11 Case; (bvi) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) By no later than five (5) calendar days after the Petition Date, the Borrower shall file (i) a Chapter 11 Plan Disclosure Statement, (ii) Chapter 11 Plan, votes for which shall have already been solicited, and (iii) a motion seeking entry of an order scheduling a combined hearing with respect to Chapter 11 Plan confirmation and Chapter 11 Plan Disclosure Statement approval (the “Prepack Scheduling Order”), in each case in form and substance reasonably acceptable to the Required New Incremental Loan Lenders and the Borrower; (vii) By no later than five (5) days following the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; (d) no later than thirty-five (35) calendar days after the Petition Date, enter (i) an interim order authorizing a DIP Facility to be provided by the Bankruptcy Court shall have entered New Incremental Loan Lenders (the Final “DIP Order, and (iiFacility”) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties Required New Incremental Loan Lenders and the Required First Lien LendersBorrower, and (ii) the Prepack Scheduling Order; (fviii) By no later than seventy forty-five (7045) calendar days after following the Petition Date, the Bankruptcy Court shall have entered an enter a final order approving authorizing the Disclosure Statement DIP Facility, in form and substance reasonably acceptable to the Company Parties Required New Incremental Loan Lenders 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 LendersBorrower; (gix) By no later than one hundred fifteen sixty (11560) calendar days after following the Petition Date, the Bankruptcy Court shall have entered enter an order confirming the Confirmation Order Chapter 11 Plan, in form and substance 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 LendersNew Incremental Loan Lenders and the Borrower; and (hx) By no later than one hundred thirty seventy-five (13075) calendar days after following the Petition Date, the effective date of the Chapter 11 Plan Effective Date shall have occurred.

Milestones. The On and after the Support Effective Date, the Company shall use commercially reasonable efforts to implement the Restructuring in accordance with the following Milestones shall apply to this Agreement Milestones, as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company Parties and the Required First Lien LendersConsenting 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 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 the Bankruptcy Court (the “Petition Date shall occur by March 10, 2020Date”); (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP OrderOrder on an interim basis, which DIP Order shall be in the form and substance acceptable to the Requisite Consenting Lenders; (dc) no later than 11:59 p.m. (prevailing Eastern time) on the date that is thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered (i) an order approving the Disclosure Statement bidding procedures with respect to the Acquisition (the “Bidding Procedures”) (which Bidding Procedures shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders) and (ii) the DIP Order on a final basis (which DIP Order shall be in form and substance acceptable to the Requisite Consenting Lenders); (d) no later than 11:59 p.m. (prevailing Eastern time) the date that is thirty-five (35) days after the Petition Date, the Company Parties shall have filed an Acceptable Plan, Disclosure Statement, and a motion to approve the Required First Lien Lenders andDisclosure Statement, solely with respect to the economic treatment provided on account each of the Second Lien Claims, which shall be in form and substance reasonably acceptable to the Required Second Lien Requisite Consenting Lenders; (ge) no later than ninety (90) days after the Petition Date, (i) the hearing to approve the Disclosure Statement shall have occurred and (ii) the 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) no later than one hundred fifteen fifty (115150) calendar 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 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 Requisite Consenting Lenders; and (hg) no later than one two hundred thirty and ten (130210) calendar days after the Petition Date, (i) the Acquisition shall have closed and (ii) the Plan Effective Date shall have occurred.

Milestones. (a) The following Milestones milestones (the “Milestones”) shall apply to this Agreement Agreement, unless extended or waived agreed to in writing by counsel to the Company Parties Debtors and the Required First Lien LendersConsenting GenOn Noteholders; provided, that any extension of the Milestone relating to the Backstop Approval Order shall require the agreement in writing of counsel to the Backstop Parties; provided, further, that any extension of the Milestones set forth in Sections 4(a)(i), (iii), (vi), and (viii) shall require the agreement in writing by counsel to the Required Consenting GAG Noteholders: (ai) the Petition Date shall occur by March 10have occurred no later than June 15, 20202017; (bii) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than five (5) calendar 15 days after the Petition Date, the Debtors shall file the Plan, the Disclosure Statement, and the motion to approve the Disclosure Statement; (iii) no later than 15 days after the Petition Date, the Debtors shall file the motion to authorize the Debtors to solicit participation in the New Secured Notes Offering and to approve the Notes Offering Procedures; (iv) the Debtors shall commence, subject to the availability of the Bankruptcy Court, a hearing on approval of the Disclosure Statement Order and the Notes Offering Approval Order no later than 60 days after the Petition Date, and the Bankruptcy Court shall have entered the Interim DIP Order; (d) Disclosure Statement Order and the Notes Offering Approval Order no later than thirty-five (35) calendar 90 days after the Petition Date; (v) no later than 15 days after entry of the Disclosure Statement Order, the Debtors shall have commenced the solicitation of votes on the Plan; (ivi) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) Backstop Approval Order no later than fifty (50) calendar 150 days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (fvii) no later than seventy (70) calendar days after the Petition DateDebtors shall commence, subject to the availability of the Bankruptcy Court Court, a hearing on confirmation of the Plan and entry of the Confirmation Order, which shall have entered also be an order approving the Disclosure Statement in form and substance reasonably acceptable to the Company Parties Settlement and the Required First Lien Lenders andSettlement Agreement, solely with respect to the economic treatment provided be held on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; (g) a date that is no later than one hundred fifteen (115) calendar 60 days after entry of the Petition DateDisclosure Statement Order, and the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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; and (h) no later than one hundred thirty (130) calendar 150 days after the Petition Date; and (viii) the effective date of the Plan (the “Plan Effective Date”) shall have occurred no later than the earlier of (a) 15 days after entry of the Confirmation Order, and (b) 180 days after the Petition Date; provided, that, if regulatory approvals associated with the Restructuring Transactions remain pending as of such date, the Plan Effective Date shall have occurredoccurred no later than the earlier of (y) 45 days after entry of the Confirmation Order, and (z) 210 days after the Petition Date (the “Outside Date”).

Milestones. The DIP Credit Agreement will include the following Milestones shall apply milestones related to this Agreement unless extended or waived in writing by the Company Parties and Chapter 11 Cases (the Required First Lien Lenders: (a) the Petition Date shall occur by March 10, 2020; (b) “Milestones”): · no later than 1 business day after the Petition Date, the Company Parties Debtors shall have filed the First Day Pleadings with the Bankruptcy Court; (c) Plan and Disclosure Statement; · no later than five (5) calendar 3 business days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; (d) ; · no later than thirty-five (35) 3 business days after the Petition Date, the Bankruptcy Court shall have entered an interim order approving the Securitization Facilities, which order shall be in form and substance satisfactory to the Required DIP Lenders; · no later than 45 calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) ; · no later than fifty (50) 45 calendar days after the Petition Date, the Company Parties Bankruptcy Court shall have entered into each of Renegotiated Contracts/Leases a final order approving the Securitization Facilities, which order shall be in form and substance acceptable satisfactory to the Company Parties and the Required First Lien DIP Lenders; (f) ; · no later than seventy (70) 50 calendar days after the Petition Date, the Bankruptcy Court shall have entered an order confirming the Plan and approving the Disclosure Statement in form Statement; 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) 120 calendar days after the Petition Date, the Bankruptcy Court effective date of the Plan shall have entered occurred. Events of Default: Usual and customary for debtor-in-possession financings and other events of default agreed to by the Confirmation Order in form and substance acceptable to the Company Parties Borrower and the Required First Lien Lenders andBackstop Parties (“Events of Default”). The DIP Credit Agreement shall provide for customary remedies for an Event of Default that remains uncured including, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; and (h) no later than one hundred thirty (130) calendar days after the Petition Datebut not limited to, the Plan Effective Date shall have occurredaccrual of interest at the Default Rate and relief from the automatic stay on customary terms for the Bankruptcy Court.

Milestones. 4.01 The following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien LendersAgreement: (a) The Company Parties shall have disseminated the Petition Date shall occur Solicitation Materials and thereby commenced solicitation of votes to accept or reject the Plan by March 10no later than September 30, 2020; (b) no The Petition Date shall occur by September 30, 2020; (c) Not later than three (3) Business Days after the Petition Date, the Company Parties Debtors shall have filed obtained entry by the First Day Pleadings with Court of the Bankruptcy CourtInterim DIP Order; (cd) no Not later than five thirty (530) calendar days after the Petition Date, the Bankruptcy Court Debtors shall have entered filed with the Interim DIP Order; (d) no later than thirty-five (35) calendar days after the Petition Date, Court (i) the Bankruptcy Court shall have entered the Final DIP OrderPlan, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy CourtStatement; (e) no Not later than fifty thirty (5030) calendar days after the Petition Date, the Company Parties Debtors shall have entered into each filed with the Bankruptcy Court a motion to establish a bar date for filing proofs of Renegotiated Contracts/Leases claim; provided that the foregoing Milestone shall not apply in form and substance acceptable the event the Debtors commence the Chapter 11 Cases on a “prepackaged” basis by commencing solicitation of the Plan prior to the Company Parties and the Required First Lien LendersPetition Date; (f) no Not later than seventy thirty (7030) calendar days after the Petition Date, the Bankruptcy Court Debtors shall have entered an order approving obtained entry by the Disclosure Statement Court of the Final DIP Order; provided that the foregoing Milestone shall automatically be extended to forty-five (45) calendar days after the Petition Date in form and substance reasonably acceptable the event the Debtors commence the Chapter 11 Cases on a “prepackaged” basis by commencing solicitation of the Plan prior to the Company Parties and Petition Date; provided further, that in no event shall the Required First Lien Lenders and, solely with respect to foregoing Milestone be later than immediately preceding the economic treatment provided hearing on account confirmation of the Second Lien Claims, reasonably acceptable to the Required Second Lien LendersPlan; (g) no Not later than one hundred fifteen sixty-five (11565) calendar days after the Petition Date, the Bankruptcy Court Debtors shall have entered obtained entry by the Confirmation Order in form and substance acceptable to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account Court of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; andDisclosure Statement Order; (h) no Not later than one hundred thirty ten (130110) calendar days after the Petition Date, the Debtors shall have obtained entry by the Court of the Confirmation Order; and (i) Not later than December 20, 2020, the Plan Effective Date shall have occurred.

Milestones. The During the Support Period, the Company shall use commercially reasonable efforts to implement the Restructuring in accordance with the following Milestones shall apply to this Agreement milestones (the “Milestones”), as applicable, unless extended or waived in writing (with email from counsel being sufficient) by the Company Parties Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required First Lien Lenders:Consenting Crossholder Noteholders:2 (a) the Petition Date shall occur by March 10, 2020; (b) a. no later than the Petition Date11:59 p.m. (prevailing Eastern Time) on April 1, 2019, the Company Parties Entities shall have filed commenced the First Day Pleadings with Chapter 11 Cases in the Bankruptcy CourtCourt (the “Petition Date”); (c) b. as soon as reasonably practicable, but in no event later than five the date that is three (53) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order;; 2 The date of each Milestone provided for in this Section 3 shall be calculated in accordance with Rule 9006 of the Federal Rules of Bankruptcy Procedure. (d) c. as soon as reasonably practicable, but in no event later than thirtythe date that is forty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 (11545) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order Final DIP Order; d. as soon as reasonably practicable, but in form and substance 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; and (h) no event later than one hundred thirty the date that is sixty (13060) calendar days after the Petition Date, the Bankruptcy Court shall have entered the RSA Order, the BCA Approval Order and the Debt Backstop Order; e. as soon as reasonably practicable, but in no event later than the date that is ninety (90) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order; f. as soon as reasonably practicable, but in no event later than the date that is one hundred and twenty-five (125) calendar days after the Petition Date, the hearing to consider confirmation of the Plan shall have begun; and g. as soon as reasonably practicable, but in no event later than the date that is one hundred and fifty (150) calendar days after the Petition Date, the Effective Date shall have occurredoccur; provided that, the Milestones set forth in Sections (3)(e), (3)(f) and (3)(g) shall be extended by the number of days (not to exceed thirty-five (35) days for purposes of this clause) by which the deadline to file schedules of assets and liabilities and statements of financial affairs is extended beyond forty-five (45) calendar days, in the event the Company receives such an extension.

Milestones. The Company shall comply, and implement the Restructuring Transactions in accordance, with the following Milestones shall apply to this Agreement milestones (the “Milestones”) unless extended or waived in writing by the Company Parties and the Required Consenting First Lien LendersCreditors pursuant to the terms hereof: (a) By 11:59 p.m. (prevailing Eastern Time) on October 31, 2020, the Petition Date shall occur by March 10, 2020have occurred; (b) no later than On the Petition Date, the Company Parties shall have filed the First Day Pleadings with Pleadings, the Bankruptcy Court;Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Combined Motion (if applicable); ​ (c) no No later than five (5) 5 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP interim Cash Collateral Order;; ​ ​ (d) no No later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) 16 calendar days after the Petition Date, the Bankruptcy Court shall have entered an order conditionally approving the Disclosure Statement in 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 LendersStatement; (ge) no No later than one hundred fifteen (115) 30 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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; andfinal Cash Collateral Order; (hf) no No later than one hundred thirty (130) 55 calendar days after the Petition Date, the Bankruptcy Court shall have entered (i) the Confirmation Order or (ii) the Combined Order, if applicable; ​ (g) No later than 59 calendar days after the Petition Date, the Cayman 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 Petition Date (the “Outside Date”), the Plan Effective Date shall have occurred.. ​

Milestones. The VNR shall implement the Restructuring on the following Milestones shall apply to this Agreement unless extended or waived timeline (in writing by the Company Parties and the Required First Lien Lenders:each case, a “Milestone”): (a) VNR shall commence the Petition Date shall occur by March 10Chapter 11 Case on or before February 3, 20202017; (b) no later than 20 days after the date of the commencement of the Chapter 11 Case (the “Petition Date”), the Company Parties Debtors shall have filed the First Day Pleadings file with the Bankruptcy CourtCourt (i) the Plan, (ii) the Disclosure Statement, and (iii) a motion seeking entry of an order approving the Backstop Commitment Agreement and the Equity Commitment Agreement; (c) no later than five (5) calendar 50 days after the Petition Date, the Bankruptcy Court shall have entered enter orders approving the Interim DIP OrderBackstop Commitment Agreement and the Equity Commitment Agreement; (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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar 65 days after the Petition Date, the Bankruptcy Court shall have entered an order approving enter the Disclosure Statement in 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 LendersDS Order; (ge) no later than one hundred fifteen (115) calendar 125 days after the Petition Date, the Bankruptcy Court shall have entered enter the Confirmation Order in form and substance 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 LendersOrder; and (hf) no later than one hundred thirty (130) calendar 155 days after the Petition Date, the Plan Effective Date Company shall have occurredreceived 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 Plan (the “Effective Date”) shall occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of the Debtors 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. 4.01. The following Milestones shall apply to this Agreement the Restructuring unless extended or waived in writing by the Company Parties and the Required Consenting First Lien Lenders: (a) no later than May 16, 2020 the Petition Date Debtors shall occur by March 10, 2020commence the Chapter 11 Cases; (b) no later than 14 Business Days after the Petition Date, the Company Parties Debtors shall have filed a motion to retain Brokers acceptable to the Required Consenting First Day Pleadings with the Bankruptcy CourtLien Parties; (c) no later than five (5) 18 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; (d) no later than thirty-five (35) calendar days after June 15, 2020, the Petition Date, (i) the Bankruptcy Court shall Debtors will have entered the Final DIP Order, and (ii) the Company Parties shall have filed the delivered a Lease Optimization Plan and the Disclosure Statement (which shall include the Valuation Analysisan Owned Real Estate Optimization Plan, which shall be each in form and substance acceptable to the Required Consenting First Lien Lenders in their sole and absolute discretion) with Lenders, to the Bankruptcy Court;Consenting First Lien Lenders. (e) no later than fifty (50) calendar days after the Petition DateJune 15, 2020 the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable delivered proposed Business Plan Parameters to the Company Parties Consenting First Lien Lenders and the Required First Lien DIP Lenders; (f) no later than seventy June 20, 2020 the Company Parties and the Required Consenting First Lien Lenders shall have agreed on acceptable Business Plan Parameters; (70g) calendar no later than July 8, 2020, the Company Parties shall have delivered a Business Plan (consistent with the acceptable Business Plan Parameters) to the Consenting First Lien Lenders and the DIP Lenders; (h) no later than July 14, 2020, the Company Parties and the Required Consenting First Lien Lenders shall have agreed on an acceptable Business Plan; (i) no later than 130 days after the Petition Date the Bankruptcy Court shall have entered an order either (A) approving the Disclosure Statement or (B) acceptable bidding procedures; (j) no later than 160 days after the Petition Date, the Bankruptcy Court shall have entered either (A) the Confirmation Order or (B) approving an order approving the Disclosure Statement in form and substance reasonably acceptable to the Company Parties and the Required First Lien Lenders sale or sales; and, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; (gk) no later than one hundred fifteen (115) calendar days after the Petition DateNovember 15, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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; and (h) no later than one hundred thirty (130) calendar days after the Petition Date, 2020 the Plan Effective Date shall have occurred.] 4.02. The Milestones may be extended by the Company Parties with the prior written consent (email from counsel being sufficient) of the Required Consenting First Lien Lenders.

Milestones. The As provided in and subject to Section 15 hereof, the Debtors shall implement the Restructuring on the following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders:timeline (each deadline, a “Milestone”):2 (a) no later than September 28, 2023 at 11:59 p.m. (prevailing Eastern Time), each of the Debtors shall commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “Petition Date shall occur by March 10, 2020Date”); (b) no later than the Petition Date, the Company Parties Debtors shall have filed the First Day Pleadings with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; (iii) a motion seeking, among other things, entry of an order (a) approving the procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, (b) approving the Solicitation Materials, and (c) scheduling the hearing to consider final approval of the Disclosure Statement and confirmation of the Plan (the “Confirmation Hearing”); (iv) a motion seeking approval of the DIP Facility (to be requested to be heard on shortened time); and (v) any “first day” motions; each of which shall be in form and substance acceptable to the Purchaser. (c) no later than five three (53) calendar days after the Petition Date, the Bankruptcy Court shall have entered an interim order approving the Interim DIP Order;Facility, which order shall be in form and substance acceptable to the Purchaser; 2 In computing any period of time prescribed or allowed under this Agreement, the provisions of Federal Rule of Bankruptcy Procedure 9006(a) shall apply. (d) no later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final final order approving the DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation AnalysisFacility, which order shall be in form and substance acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy CourtPurchaser; (e) no later than fifty thirty-five (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (7035) calendar days after the Petition Date, the Bankruptcy Court shall have held the Confirmation Hearing and entered an order confirming the Plan and approving the Disclosure Statement in form and substance reasonably acceptable to (the Company Parties and the Required First Lien Lenders and“Confirmation Order”), 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 have entered the which Confirmation Order shall be in form and substance 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; andPurchaser; (hf) no later than one hundred thirty forty-two (13042) calendar days after the Petition Date, the Plan shall become effective (the “Effective Date shall have occurredDate”); Each of the Milestones may be extended or waived with the express prior written consent of the Purchaser.

Milestones. The Company shall comply with each of the following Milestones shall apply to this Agreement milestones, as applicable, unless extended or waived otherwise expressly and mutually agreed in writing by among the Company Parties and the Required First Lien Lenders:Consenting Lenders (in each case, with email from counsel being sufficient) (subparts (a)–(f) below, the “Milestones”): (a) commence solicitation of the Petition Date shall occur by March 10Plan in accordance with section 1126(b) of the Bankruptcy Xxxx xx xxxxx xxxx Xxxxx 00, 2020;0000 (bx) commence the Chapter 11 Cases by no later than March 17, 2020 (the date of such commencement, the “Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court”); (c) no later than one (1) day of the Petition Date, file (i) the Disclosure Statement, (ii) the Plan, votes for which shall have already been solicited, and (iii) a motion seeking entry of an order scheduling a combined hearing with respect to Plan confirmation and Disclosure Statement approval (the “Prepack Scheduling Order”), in each case in form and substance reasonably acceptable to the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, and the Company; (d) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall have entered (i) the Interim DIP Order on an interim basis and (ii) the Prepack Scheduling Order, in each case subject to court availability and in form and substance reasonably acceptable to the to the Required DIP Lenders, the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, and the Company; (de) no later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement a DIP Order on a final basis, subject to court availability, in form and substance reasonably acceptable to the Company Parties Required DIP Lenders, the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, 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 LendersCompany; (gf) no later than one hundred fifteen sixty (11560) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order and an order approving the Disclosure Statement, in each case subject to court availability and in form and substance 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 DIP Lenders, the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders; and, and the Company; (hg) no later than one hundred thirty seventy-five (13075) calendar days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The By no later than thirty (30) days following Milestones the date of the Sale Notice, Borrower shall apply commence a full process to this Agreement unless extended sell one or waived more Cannabis Licenses, as determined in writing Borrower’s reasonable discretion (subject to clause (v) below), and related properties (including, without limitation, the Collateral Properties) and operations held by the Company Loan Parties and (the Required First Lien Lenders“Sale Assets”). As part of such sale process: (ai) By no later than sixty (60) days following the Petition Date date of the Sale Notice, Borrower shall occur by March 10provide Agent with proposals from no less than three (3) investment banks or brokers for running the sale process, 2020which investment banks or brokers shall be subject to Agent’s approval in its reasonable discretion, and such proposals shall include detailed compensation information for each investment bank or broker; (bii) By no later than sixty-five (65) days following the Petition Datedate of the Sale Notice, Borrower shall indicate to Agent the Company Parties investment bank or broker that it seeks to retain, provided that the retention of such investment bank or broker shall have filed the First Day Pleadings with the Bankruptcy Courtbe subject to Agent’s approval in its reasonable discretion; (ciii) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court Borrower 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) retain such investment bank or broker by no later than seventy (70) calendar days after following the Petition Date, date of the Bankruptcy Court shall have entered an order approving Sale Notice and provide a signed copy of the Disclosure Statement in form and substance reasonably acceptable to the Company Parties engagement letter between Bxxxxxxx and the Required First Lien Lenders and, solely with respect selected investment bank or broker to Agent by no later than eight-five (85) days following the economic treatment provided on account date of the Second Lien Claims, reasonably acceptable to the Required Second Lien LendersSale Notice; (giv) Borrower shall cause the selected investment bank or broker to commence the marketing process by no later than one hundred fifteen ninety (11590) calendar days after following the Petition Datedate of the Sale Notice, and shall cooperate with the investment bank or broker to facilitate such marketing process, including by providing (for access by potential bidders) all information reasonably requested by the investment bank or broker; (v) Borrower shall include in the sale process the Sale Assets expected (based on valuations by the investment bank or broker) to yield proceeds sufficient to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest). If the sale of all Sale Assets held by the Loan Parties would not be expected to yield sufficient proceeds to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest), the Bankruptcy Court shall have entered sale process will be for all Sale Assets held by the Confirmation Order in form and substance 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; andLoan Parties. (hvi) Borrower shall request initial letters of interest, along with each such potential buyer’s qualifications, by no later than one hundred thirty (130) calendar days after following the Petition Date, date of the Plan Effective Date Sale Notice and signed letters of intent by no later than one hundred fifty (150) days following the date of the Sale Notice; (vii) Borrower shall have occurredsigned purchase agreement(s) for the sales of the Sale Assets by no later than one hundred sixty five (165) days following the date of the Sale Notice; and (viii) Borrower shall close such sales by no later than two hundred twenty five (225) days following the date of the Sale Notice.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring on the following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders:timeline (each deadline, a “Milestone”): (a) no later than March 12, 2024 at 11:59 p.m. (prevailing Eastern Time), the Debtors shall commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “Petition Date shall occur by March 10, 2020Date”); (b) no later than one calendar day after the Petition Date, the Company Parties Debtors shall have filed the First Day Pleadings file with the Bankruptcy CourtCourt a motion seeking entry of the DIP Orders; (c) no later than five (5) seven calendar days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court shall have entered of the Interim DIP Order; (d) no later than thirty-five (35) 14 calendar days after the Petition Date, (i) the Debtors shall file with the Bankruptcy Court shall have entered a motion seeking entry of an order setting a date as the Final DIP Order, and deadline for submitting any claim (iias defined in section 101(5) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with of the Bankruptcy CourtCode, a “Claim”) against the Debtors (other than administrative and government Claims) (such order, the “Bar Date Order”); (e) no later than fifty (50) 35 calendar days after the Petition Date, the Company Parties Debtors shall have entered into each obtained entry by the Bankruptcy Court of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien LendersFinal DIP Order; (f) no later than seventy (70) 45 calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 a motion seeking rejection of the Second Lien Claims, reasonably acceptable to the Required Second Lien LendersRejected Customer Contracts; (g) no later than one hundred fifteen (115) 90 calendar days after the Petition Date, the Bankruptcy Court Debtors shall have entered the Confirmation Order in form and substance acceptable deliver to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account Ad Hoc Group an initial draft of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; andtheir revised long-term business plan; (h) no later than one hundred thirty (130) 100 calendar days after the Petition Date, the Plan Effective Date Debtors shall have occurredentered into definitive documentation in respect of all renegotiated Customer Contracts; provided that the Milestone in this Section 4(h) may be extended if the Debtors, in their sole discretion, and in consultation with the Ad Hoc Group, determine that continuing good faith negotiations in respective of any Customer Contract is in the best interest of the Debtors and their Estates; (i) no later than 115 calendar days after the Petition Date, the Debtors shall deliver to the Ad Hoc Group their revised long-term business plan; In computing any period of time prescribed or allowed under this Agreement, the provisions of Federal Rule of Bankruptcy Procedure 9006(a) shall apply.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring on the following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders:timeline (each deadline, a “Milestone”):6 (a) no later than March 12, 2024 at 11:59 p.m. (prevailing Eastern Time), the Debtors shall commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “Petition Date shall occur by March 10, 2020Date”); (b) no later than one calendar day after the Petition Date, the Company Parties Debtors shall have filed the First Day Pleadings file with the Bankruptcy CourtCourt a motion seeking entry of the DIP Orders; (c) no later than five (5) seven calendar days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court shall have entered of the Interim DIP Order; (d) no later than thirty-five (35) 14 calendar days after the Petition Date, (i) the Debtors shall file with the Bankruptcy Court shall have entered a motion seeking entry of an order setting a date as the Final DIP Order, and deadline for submitting any claim (iias defined in section 101(5) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with of the Bankruptcy CourtCode, a “Claim”) against the Debtors (other than administrative and government Claims) (such order, the “Bar Date Order”); (e) no later than fifty (50) 35 calendar days after the Petition Date, the Company Parties Debtors shall have entered into each obtained entry by the Bankruptcy Court of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien LendersFinal DIP Order; (f) no later than seventy (70) 45 calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 a motion seeking rejection of the Second Lien Claims, reasonably acceptable to the Required Second Lien LendersRejected Customer Contracts7; (g) no later than one hundred fifteen (115) 90 calendar days after the Petition Date, the Bankruptcy Court Debtors shall have entered the Confirmation Order in form and substance acceptable deliver to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account Ad Hoc Group an initial draft of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; andtheir revised long-term business plan; (h) no later than one hundred thirty (130) 100 calendar days after the Petition Date, the Plan Effective Date Debtors shall have occurred.entered into definitive documentation in respect of all renegotiated Customer Contracts8; provided that the Milestone in this Section 4(h) may be extended if the Debtors, in their sole discretion, and in consultation with the Ad Hoc Group, determine that continuing good faith negotiations in respective of any Customer Contract is in the best interest of the Debtors and their Estates9; (i) no later than 115 calendar days after the Petition Date, the Debtors shall deliver to the Ad Hoc Group their revised long-term business plan;

Milestones. The Borrower shall achieve each of the following Milestones shall apply milestones (as the same may be extended from time to this Agreement unless extended or waived time with the consent of the Agent, the “Milestones”), each in writing by a manner and in form and substance satisfactory to the Company Parties Agent and the Required First Lien LendersPlan 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 Petition Date shall occur by March 10, 2020; schedules and statement of financial affairs; (b) an application to retain a claims agent; (c) a motion for orders approving this Agreement on an interim (an “Interim Financing Order”) and final (a “Final Financing Order”) basis; (d) a motion to continue cash management; (e) such other first day papers as may be approved or requested by the Borrower or the Agent; (f) the 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 no later than August 15, 2023: the Petition DateInterim Financing Order, the Company Parties shall have filed Prepack Scheduling Order and the First Day Pleadings interim order approving the NOL Motion. (iv) File with the Bankruptcy Court; (c) Court a motion to retain professionals and an interim compensation motion no later than five August 24, 2023. (5v) calendar days after the Petition Date, the 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered enter an order approving the Disclosure Statement in 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) bar date motion no later than one hundred fifteen August 29, 2023. (115vi) calendar days after the Petition Date, the The Bankruptcy Court shall have entered the Confirmation Order in form and substance 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; and (h) enter no later than one hundred thirty 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. (130vii) calendar days after The Bankruptcy Court shall enter an order establishing the Petition Dategeneral 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 Plan shall have occurredoccur no later than October 13, 2023.

Milestones. The Sellers shall comply with the following Milestones shall apply to this Agreement unless extended or waived in writing by milestones (the Company Parties and the Required First Lien Lenders:“Milestones” ): (a) the Petition Date shall occur by March 10, 2020; (b) no later than the Petition Datelater to occur of (x) the date hereof and (y) two (2) calendar days following the entry by the Bankruptcy Court of the Modified Bidding Procedures Order, the Company Parties Sellers shall have filed provided (i) to the First Day Pleadings Ad Hoc Group, a list of the Sellers’ essential personnel that the Sellers propose to be Acquired Employees, organized by such personnel’s employer, with all supply chain, information technology, finance, planning, and product design term members identified; (ii) to the Ad Hoc Group, steps plan for the separation of the Sellers’ operations in Mexico, the Philippines, Argentina and the operations of Tupperware Brands Latin America Holdings, LLC from those of the Debtors and Affiliates of the Debtors that are not involved in such operations; (iii) to the Ad Hoc Group, a list of the Sellers’ Contracts that, in the view of Debtors’ management, would be desirable for the post-Closing operations of Purchaser and a good faith estimate of the Cure Costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the Bankruptcy Courtassumption and assignment of such Contracts; and (iv) to the Ad Hoc Group, all information reasonably requested to complete an analysis of the regulatory requirements (including pursuant to Foreign Competition Laws) for the Sellers’ operations in the United States, Canada, Mexico, Brazil, Korea, India, Malaysia and China; (cb) no later than five (5) calendar days after the Petition Datelatest to occur of (i) the date hereof, (ii) the entry of the Modified Bidding Procedures Order and (iii) Purchaser notifying Sellers of such determination, the Sellers shall have provided notice of termination to all employees of the Sellers that the Purchaser determined shall not be Acquired Employees; (c) no later than November 25, 2024, the Bankruptcy Court shall have entered the Interim DIP OrderFinal Cash Collateral Order in form and substance acceptable to the Ad Hoc Group; (d) no later than thirty-five (35) calendar days after the Petition DateNovember 25, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 Date2024, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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 LendersSale Order; and (he) no later than one hundred thirty seven (1307) calendar days after the Petition Dateentry of the Sale Order, the Plan Effective Date closing of the Transactions shall have occurred.

Milestones. The following Milestones milestones shall apply to this Agreement unless (collectively, the “Milestones”), which in each case may be waived or extended or waived in writing by the Company Parties and the Required First Lien Lenders:Consenting Stakeholders (electronic mail among counsel is sufficient): (a) no later than December 12, 2023, the Petition Date Debtors and the DIP Secured Parties shall occur by March 10, 2020agree on an amended Approved Budget and corresponding amendments to the DIP Loan Documents; (b) by no later than December 13, 2023 the Petition Date, the Company Parties Bankruptcy Court shall have filed entered the First Day Pleadings with Disclosure Statement Order, which Disclosure Statement Order shall provide that the Bankruptcy Courtdate upon which votes to accept or reject the Plan must be submitted shall be no later than January 22, 2024; (c) by no later than five December 8, 2023, the Debtors shall have commenced the sale and marketing process for the Other Amyris Assets; (5d) calendar days after the Petition Dateno later than December 20, 2023, the Bankruptcy Court shall have entered the Interim DIP order approving the Other Assets Bidding Procedures (the “Other Assets Bidding Procedures Order; (d) no later than thirty-five (35) calendar days after ”); provided, that the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which Other Assets Bidding Procedures Order shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties DIP Agent, the Creditors’ Committee, and the Required First Lien LendersAd Hoc Group and shall include, without limitation, (x) the date upon which preliminary bids and qualified bids for the Other Amyris Assets shall be submitted, which shall not be later than January 16, 2024, and the date the sale hearing for the Other Amyris Assets shall occur, which shall not be later than January 24, 2024, the terms and conditions of acceptance of a qualified bid, and (z) the distribution of 100% of the Net Proceeds from the Other Amyris Asset Sale Transaction, which shall, for the avoidance of doubt, be subject in all respects to the Liens and claims of the DIP Lender and the Foris Prepetition Secured Lenders and shall be paid (I) on the Plan Effective Date of the Plan, to fund payment of the Plan Effective Date Funding Amount, (II) to the DIP Lender and/or the Foris Prepetition Secured Lenders in order of priority and applied to the Loans and the Foris Prepetition Obligations as determined by the DIP Lenders and the Foris Prepetition Secured Lenders in their sole discretion, and (III) any remaining balance, if any, shall be retained by the Debtors for distribution to other holders of allowed claims and interests, as applicable; provided, that as set forth in the DIP Orders, the DIP Agent and the Foris Prepetition Secured Lenders shall have the right to credit bid (or assume) up to the full amount of the DIP Secured Obligations and Foris Prepetition Obligations, respectively, in connection with such sale; (e) in the event of a Sale Option under the Plan, an order approving the sale of the Other Amyris Assets in accordance with Other Amyris Assets Bidding Procedures, shall have been entered no later than January 25, 2024; (f) by no later than seventy (70) calendar days after the Petition DateJanuary 25, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 Date2024, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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 LendersOrder; and (hg) by no later than one hundred thirty (130) calendar days after the Petition DateFebruary 15, 2024, the Plan Effective Date of the Plan shall have occurred.

Milestones. The following Milestones HERO Entities shall apply to implement the transactions contemplated by this Agreement unless extended or waived in writing by the Company Parties Term Sheet and the Required RSA on the following timeline: • The Debtors shall have commenced the solicitation of votes to accept or reject the Plan for holders of First Lien Lenders: (a) the Petition Date shall occur by March 10Claims and for holders of HERO Common Stock on or before May 31, 2020; (b) no later than the Petition Date, the Company Parties 2016; • The Debtors shall have filed concluded the solicitation of votes to accept or reject the Plan and tabulated such votes on or before June 3, 2016 for holders of First Day Pleadings with Lien Claims and June 28, 2016 for holders of HERO Common Stock; • The Debtors shall have commenced the Bankruptcy Court; (c) no later than five (5) calendar days after the Petition DateChapter 11 Cases on or before 7:00 a.m. New York time on June 6, the 2016; • The Bankruptcy Court shall have entered the Interim DIP Order; (d) no later than thirty-five (35) calendar interim Cash Collateral Order by the date that is three business days after the Petition Date, (i) the ; • The Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement final Cash Collateral Order in form and substance reasonably acceptable to the Company Parties Debtors and the Required First Lien Requisite Consenting Lenders and, solely with respect to by 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 date that is thirty days after the Petition Date; The Bankruptcy Court shall have established a limited claims bar date for specific contingent and unliquidated claims, including, but not limited to, any claims asserting liability for personal injury, and claims in an amount in excess of $300,000 (collectively, the “Specified Claims”), in form and substance reasonably acceptable to the Debtors and the Requisite Consenting Lenders, of on or before July 29, 2016; provided, however, that the Specified Claims shall specifically not include (i) claims of any taxing authorities; (ii) rejection damages claims; or (iii) any claims of the Executives (as defined below) or other employees who are parties to severance agreements with the Debtors; and the Executives and the other employees who are parties to severance agreements with the Debtors shall not be required to file any proofs of claim unless their applicable employment and/or severance agreements are rejected under the Plan by an order of the Court, which may be the Confirmation Order and such Executive or other employee has not been provided alternative severance compensation pursuant to the terms of the Plan or another agreement with the Debtors (with the consent of the Requisite Consenting Lenders) or the Wind Down Entity; • The Bankruptcy Court shall have entered the Disclosure Statement Order and Confirmation Order by August 2, 2016; • The Plan shall have been consummated by August 16, 2016. For the avoidance of doubt, the Debtors shall use commercially reasonable efforts to obtain the earliest possible date for hearing on confirmation of the Plan as the Bankruptcy Court may provide and the failure by the Debtors to satisfy any of the conditions set forth in form and substance acceptable this section entitled “Milestones” shall constitute an “Lender Termination Event” under section 11 of the RSA. Marketing Process: Throughout the Chapter 11 Cases, to the Company Parties extent sale and purchase agreements for the HERO Entities’ assets have not been consummated, the Debtors and the Required other HERO Entities shall continue to market their vessels and residual assets for sale. Pursuant to the terms of the Cash Collateral Order, all proceeds of sales of assets that secure repayment of amounts due to the First Lien Lenders and, solely with respect and the First Lien Agent under the First Lien Credit Agreement during the pendency of the Chapter 11 Cases shall be distributed to the economic treatment provided on account First Lien Agent to repay the First Lien Claims in accordance with the terms of the Second First Lien Credit Agreement; provided, however, that all proceeds of sales of assets owned by the non-Debtor subsidiaries shall first be used to satisfy the outstanding liabilities of such non-Debtor subsidiaries and the excess, if any, shall thereafter be distributed to the First Lien Agent to repay the First Lien Claims; and provided, reasonably acceptable further, that, to the Required Second extent that $420 million has been paid to the First Lien Lenders; and Lenders (h) no later inclusive of the Escrow Release Payment and any payments of principal or Applicable Premium under the First Lien Credit Agreement previously made to the First Lien Lenders during the Chapter 11 Cases, but exclusive of interest and periodic adequate protection payments other than one hundred thirty (130) calendar days after adequate protection payments designated as principal payments or payments of Applicable Premium), subject to the Petition Dateimmediately preceding proviso, the next $15 million in proceeds of asset sales shall be reserved by the Debtors for payment of the Shareholder Supplemental Cash Distribution (as defined below) in the event the class of HERO Common Stock has voted to accept the Plan Effective Date shall have occurred(the “Shareholder Supplemental Cash Distribution Reserve”).

Milestones. As provided in Section 6, the MACH Gen Entities shall implement the Restructuring on the following timeline (each deadline, a “Milestone”): 2 The following Milestones Parties understand and agree that the DIP Credit Agreement shall apply to this contain the same economic terms and be consistent with, and no more restrictive than, the Prepetition First Lien Credit Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders:Financing Orders, and include such other terms and conditions as are customary for a debtor-in-possession facility of the kind described in this Agreement, negotiated in accordance with Section 3. (a) no later than seven (7) business days following the RSA Effective Date, the MACH Gen Entities shall commence solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan (such mailing date, the “Solicitation Commencement Date”); (b) the deadline by which parties eligible to vote on the Plan must vote to accept or reject the Plan (the “Voting Deadline”) shall be no later than twenty (20) business days after the Solicitation Commencement Date; (c) if at least (i) 66-2/3% in amount and a majority in number of holders of the Second Lien Claims that vote on the Plan (determined without including any vote by an “insider” as that term is defined in section 101(31) of the Bankruptcy Code) vote to accept the Plan by the Voting Deadline and (ii) 75% in amount and 50% in number of holders of Equity Interests vote to accept the Plan by the Voting Deadline, the MACH Gen Entities shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court on a date no later than fifteen (15) calendar days after the Voting Deadline (such filing date, the “Petition Date”); (d) the Petition Date shall occur by March 10, 2020have occurred no later than seventy-five (75) calendar days after the RSA Effective Date; (be) no later than on the Petition Date, the Company Parties MACH Gen Entities shall have filed the First Day Pleadings file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; (iii) a motion seeking entry of the Interim Financing Order and the Final Financing Order; and (iv) motions seeking (A) approval of the Disclosure Statement, (B) confirmation of the Plan, and (C) the scheduling of a hearing to consider confirmation of the Plan (the “Confirmation Hearing”); (cf) no later than five four (54) business days after the Petition Date, the Bankruptcy Court shall have entered the Interim Financing Order in the form attached hereto as Exhibit D or in a form that is otherwise consented to by the Required First Lien Holders; (g) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP OrderFinal Financing Order in the form attached hereto as Exhibit E or in a form that is otherwise consented to by the Required First Lien Holders; (dh) no later than thirty-five ninety (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 (11590) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order order approving the Disclosure Statement and confirming the Plan in form and substance reasonably acceptable to the Company Parties and Company, the Required First Lien Lenders andHolders, solely with respect to and the economic treatment provided on account of the Majority Second Lien Claims, reasonably acceptable to Holders (the Required Second Lien Lenders“Confirmation Order”); and (hi) no on the later than one hundred thirty to occur of (130i) fifteen (15) calendar days after from the Petition Datedate the Bankruptcy Court enters the Confirmation Order and (ii) the first business day immediately following the date on which the MACH Gen Entities receive all necessary regulatory and other approvals to consummate the Restructuring (including, among other things, approval from the Federal Energy Regulatory Commission and the New York State Public Service Commission), the MACH Gen Entities shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Consummation Date”), it being understood that the MACH Gen Entities’ entry (as reorganized entities under the Plan) into the New First Lien Credit Agreement and the satisfaction of the conditions precedent to the Effective Date (as defined in the New First Lien Credit Agreement) shall have occurredbe conditions precedent to the occurrence of the Consummation Date. Notwithstanding anything to the contrary in this Agreement (including Section 30 hereof), a specific Milestone may not be extended or waived except with the express prior written consent of the Majority Second Lien Holders; provided, however, that (x) the Milestones described in Sub-clauses (d), (f) and (g) of this Section 4 may not be extended or waived except with the express written prior consent of the Required First Lien Holders and the Majority Second Lien Holders, and (y) the Milestone described in Sub-clause (h) of this Section 4 may not be extended or waived by more than thirty (30) calendar days without the express prior written consent of the Required First Lien Holders.

Milestones. The following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders: (a) the Petition Date shall occur by March 10, 2020; (b) no later than May 6, 2016, the Chaparral Parties shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, the “Petition Date”); within one (1) calendar day after the Petition Date, the Company Chaparral Parties shall have filed the First Day Pleadings file with the Bankruptcy Court; Court a motion seeking to assume this Agreement (cthe “RSA Assumption Motion”); within one (1) no later than five (5) calendar days Business Day after the Petition Date, the Chaparral Parties shall file with the Bankruptcy Court a motion seeking entry of the Interim Cash Collateral Order [and the Final Cash Collateral Order]; no later than May 11, 2016, the Bankruptcy Court shall have entered the Interim DIP Cash Collateral Order; (d) ; no later than thirtyMay 13, 2016, the Chaparral Parties shall file with the Bankruptcy Court the Plan (which Plan shall, for the avoidance of doubt, specify a “consensual” and “non-five consensual treatment” of the Revolving Loan Claims in a manner acceptable to the Company and Required Consenting Noteholders); no later than May 20, 2016, the Chaparral Parties shall file with the Bankruptcy Court: (35i) calendar days after the Petition DateDisclosure Statement; and (ii) a motion (the “Disclosure Statement and Solicitation Motion”) seeking, among other things, (A) approval of the Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (C) to schedule the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); no later than May 2330, 2016, the Bankruptcy Court shall have entered an order authorizing the assumption of this Agreement (the “RSA Assumption Order”); no later than June 2428, 2016, (i) the Bankruptcy Court shall have entered the Final DIP Order, Cash Collateral Order and an order approving the Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion and (ii) no later than three (3) Business Days after entry of the Company order approving the Disclosure Statement and Solicitation Motion, the Chaparral Parties shall have filed commenced solicitation on the Plan and by mailing the Disclosure Statement (which shall include Solicitation Materials to parties eligible to vote on the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) Plan; no later than fifty (50) calendar days after the Petition DateJuly 29August 4, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date2016, the Bankruptcy Court shall have entered an order approving commenced the Disclosure Statement in 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) Confirmation Hearing; no later than one hundred fifteen (115) calendar days after the Petition DateAugust 29, 2016, the Bankruptcy Court shall have entered the Confirmation Order in form Order; and substance 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; and (h) no later than one hundred thirty (130) calendar days after the Petition DateAugust 1625, 2016, the Chaparral Parties shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Plan Effective Date shall have occurred.Date”). Exhibit A to the Restructuring Support Agreement Exhibit B to the Restructuring Support Agreement

Milestones. The following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders: (a) The Borrowers shall and shall cause its Restricted Subsidiaries to act in good faith and take commercially reasonable efforts to pursue and implement the Petition Date shall occur by March 10, 2020;Chapter 11 Plan. (b) The Borrower shall comply with each of the following dates and milestones: (i) the Cases are commenced and the Chapter 11 Plan and related disclosure statement is filed with the Bankruptcy Court no later than the Petition DateApril 9, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court2013; (cii) no later than five the Interim Order is entered within three (53) calendar days Business Days after the Petition Date, ; (iii) the Bankruptcy Court shall have Final DIP Order is entered within twenty seven (27) days after the entry of the Interim DIP Order; (div) no later than thirtythe Bankruptcy Court’s order (the “Solicitation Order”) approving the Solicitation Materials (as defined in the Plan Support Agreement) and setting a hearing to confirm the Chapter 11 Plan is entered by the Bankruptcy Court within forty-five (3545) calendar days after the Petition Date, (i) filing of the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Chapter 11 Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement such Solicitation Order is in form and substance reasonably acceptable satisfactory 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 LendersAdministrative Agent in its sole discretion; (gv) no later than one hundred fifteen the Bankruptcy Court’s order (115the “Confirmation Order”) calendar days after confirming the Petition Date, Chapter 11 Plan is entered by the Bankruptcy Court shall have on or prior to the seventy-fifth (75th) day after the Solicitation Order is entered the and such Confirmation Order is in form and substance acceptable satisfactory 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 LendersAdministrative Agent in its sole discretion; and (hvi) no later than one hundred thirty on or prior to the fourteenth (13014th) calendar days day after entry of the Petition DateConfirmation Order, the effective date of the Chapter 11 Plan Effective Date shall have occurred. provided, however, that the Borrower may extend the time periods allowed in each of clauses (iii), (iv) and (v) by up to fourteen (14) days if the purpose of such extension is solely to accommodate scheduling difficulties with the Bankruptcy Court.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions on the following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders:timeline (each deadline, a “Milestone”): (a) no later than April 14, 2016 at 10:00 a.m. (Eastern Time), the Debtors shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, the “Petition Date shall occur by March 10, 2020Date”); (b) no later than April 14, 2016, EXXI will file a winding up petition with the Bermuda Court commencing the Bermuda Proceeding; (c) on the Petition Date, the Company Parties Debtors shall have filed the First Day Pleadings file with the Bankruptcy CourtCourt (i) a motion seeking entry of the Interim Cash Collateral Order and the Final Cash Collateral Order; and (ii) a motion seeking to assume this Agreement (the “RSA Assumption Motion”); (cd) no later than five (5) calendar days after the Petition DateApril 18, 2016, the Bankruptcy Court shall have entered the Interim DIP Cash Collateral Order; (de) no later than thirty-five (35) calendar days after May 16, 2016, the Petition Date, Debtors shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; and (iii) a motion (the “Disclosure Statement and Solicitation Motion”) seeking, among other things, (A) approval of the Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (C) to schedule the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); (f) no later than May 25, 2016, the Bankruptcy Court shall have entered the Final DIP Cash Collateral Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (eg) no later than fifty (50) calendar days after the Petition DateJuly 1, 2016, the Company Parties Bankruptcy Court shall have entered into each an order authorizing the assumption of Renegotiated Contracts/Leases in form and substance acceptable to this Agreement (the Company Parties and the Required First Lien Lenders“RSA Assumption Order”); (fh) no later than seventy July 1, 2016, (70i) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable to the Company Parties and the Required First Lien Lenders and, solely with respect to relief requested in the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; Disclosure Statement and Solicitation Motion; and (gii) no later than one hundred fifteen five (1155) calendar business days after entry of the Petition Dateorder approving the Disclosure Statement and Solicitation Motion, the Debtors shall have commenced solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan; (i) no later than August 8, 2016, the Bankruptcy Court shall have commenced the Confirmation Hearing; (j) no later than August 19, 2016, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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 LendersOrder; and (hk) no later than one hundred thirty (130) calendar days after the Petition DateSeptember 2, 2016, the Debtors shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Effective Date”), it being understood that the satisfaction of the conditions precedent to the Effective Date (as set forth in the Plan and the Term Sheet) shall have occurredbe conditions precedent to the occurrence of the Effective Date. It is understood and the Parties agree that any parallel proceeding for EXXI and any of its Bermudian affiliates in Bermuda shall not be subject to the Milestones set forth in this Section 4 (other than the Milestone set forth in Sub-Clause (b) of Section 4) and the Parties shall use reasonable best efforts to consummate any restructuring in Bermuda as promptly as possible in accordance with the Term Sheet. For the avoidance of doubt, the Debtors may not rely on any delay in consummating any restructuring in Bermuda for EXXI and any of its Bermudian affiliates to excuse their performance of any Milestone or to invoke a Debtor Termination Event. Subject to the individual termination rights set forth in Sub-Clause (a) and (b) of Section 9, the Debtors may extend a Milestone with the express prior written consent of the Majority Restructuring Support Parties.

Milestones. The Company shall comply with, and implement the Restructuring Transactions in accordance, with the following Milestones shall apply to this Agreement milestones (the “Milestones”) unless extended or waived in writing by the Company Parties Company, NCMI, and the Required First Lien Lenders:Consenting Creditors pursuant to the terms hereof (which extension or waiver may be an email by and between the counsel to the Company, counsel to the Required Consenting Creditors, and counsel to NCMI): (a) By 11:59 p.m. (prevailing Eastern Time) on April 11, 2023, the Petition Date shall occur by March 10, 2020have occurred; (b) no No later than one (1) calendar day after the Petition Date, the Company Parties shall have filed file the First Day Pleadings with the Bankruptcy CourtPleadings; (c) no No later than five (5) 5 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP an interim Cash Collateral Order; (d) no No later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) 15 calendar days after the Petition Date, the Company Parties shall file the Plan, the Disclosure Statement, the Disclosure Statement Motion, and Solicitation Materials; (e) No later than 45 calendar days after the Petition Date, the Bankruptcy Court shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lendersa final Cash Collateral Order; (f) no No later than seventy (70) 60 calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 LendersSolicitation Materials; (g) To the extent the Company enters into the New Regal Affiliate Advertising Agreement (with the consent of the Required Consenting Creditors), no later than one hundred fifteen 105 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Regal Approval Order; (115h) No later than 105 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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; and“Confirmation Date”); (hi) no No later than one hundred thirty (130) 60 calendar days after the Petition Confirmation Date (the “Outside Date”), the Plan Effective Date shall have occurred; provided, that, if this Milestone shall not have been satisfied solely because the Shareholder Vote (as defined in the Plan Term Sheet) has not yet been approved by a majority of the NCMI shareholders at a duly held meeting of the NCMI shareholders, this Milestone shall be automatically extended a further 30 calendar days For the avoidance of doubt, any Milestone that falls on a day that is not a Business Day, shall be extended to the following Business Day.

Milestones. The Company shall implement the Restructuring on the following Milestones shall apply to this Agreement unless extended or waived timeline (in writing by the Company Parties and the Required First Lien Lenders:each case, a “Milestone”): (a) on or before August 6, 2014, EBS shall commence a solicitation of the Petition Date shall occur by March 10, 2020Lenders seeking the approval and acceptance of the Plan; (b) no later than on or before August 6, 2014, EBS shall receive the Petition Date, approval and acceptance of the Company Parties shall have filed Plan by Lenders collectively constituting the First Day Pleadings with Required Lenders as of such date (the Bankruptcy Court“Lender Class Acceptance”); (c) upon the occurrence of the Lender Class Acceptance, EBS shall commence the Chapter 11 Case on or before August 6, 2014; (d) no later than five the date of the commencement of the Chapter 11 Case (5the “Petition Date”), EBS 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 the adequacy of the Disclosure Statement, approval of the Company’s prepetition solicitation of the Lenders, and confirmation of the Plan (the “Joint Disclosure Statement and Plan Confirmation Hearing”); (e) calendar no later than 5 business days after the Petition Date, the Bankruptcy Court shall have entered enter a final order scheduling 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 (ii) the Company Parties shall have filed the Plan and the Joint Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien LendersPlan Confirmation Hearing; (f) no later than seventy (70) calendar 5 business days after the Petition Date, the Bankruptcy Court shall have entered an order approving enter the Disclosure Statement Interim Financing Order in the form and substance annexed hereto or in such other form as is reasonably acceptable to the Company Parties and the Required First Lien Lenders andMajority Consenting Lenders, solely authorizing the Company to enter into a post-petition credit facility (the “DIP Facility”) and use cash collateral, and scheduling a final hearing with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenderssuch matters; (g) no later than one hundred fifteen (115) calendar 37 days after the Petition Date, the Bankruptcy Court shall have entered enter the Confirmation Final Financing Order in a 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 Majority Consenting Lenders; and; (h) no later than one hundred thirty (130) calendar 37 days after the Petition Date, the Bankruptcy Court shall commence the Joint Disclosure Statement and Plan Effective Date Confirmation Hearing; (i) no later than 45 days after the Petition Date, the Bankruptcy Court shall have occurredenter 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 Order”); and (j) no later than 60 days after the Petition Date, the effective date of the Plan (the “Consummation Date”) shall occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of both the Company and the Majority Consenting Lenders; provided, however, that in the event that the Company or the Majority Consenting Lenders determine, in their exercise of their reasonable discretion and after consultation with the professionals for the other parties, that commencing a Chapter 11 Case for one or more Eagle Entities (other than EBS) is necessary or advisable to facilitate the consummation of the Restructuring, then any of the foregoing Milestone dates that falls on or after the date of such decision shall automatically be deferred by 20 business days.

Milestones. The following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien LendersConsenting Noteholders; provided, however, that in the event that the Bankruptcy Court is unable to hear the Chapter 11 Cases or is otherwise inaccessible to the Company Parties for reasons related to COVID‑19, the Company Parties and the Required Consenting Noteholders agree to negotiate in good faith with respect to a reasonable extension of any of the following Milestones, as appropriate: (a) no later than one (1) Business Day after the Petition Date Date, the Debtors shall occur by March 10, 2020file with the Bankruptcy Court the DIP Motion (including the proposed Interim DIP Order) and the PNW Sale Assumption Motion; (b) no later than three (3) Business Days after the RSA Effective Date, the Debtors shall have used commercially reasonable efforts to deliver to the Consenting Noteholders the Debtors’ “base case” business plan; (c) no later than ten (10) Business Days after the RSA Effective Date, the Debtors shall have used commercially reasonable efforts to deliver to the Consenting Noteholders (i) the Debtors’ “reinvestment” sensitivity case and (ii) an alternative “reinvestment” sensitivity case for the Reorganized Debtors as set forth in the Restructuring Term Sheet; (d) no later than five (5) Business Days after the RSA Effective Date, the Finance Committee shall have commenced a selection process for the Reorganized Debtors with respect to certain key management positions; (e) no later than 8:00 a.m., prevailing Eastern Time April 15, 2020, the Debtors shall commence the Chapter 11 Cases and file the First Day Pleadings; (f) no later than five (5) Business Days after the Petition Date, the Company Parties shall file all applications or notifications related to entry into Chapter 11 proceedings as may be required under the rules of the FCC or any PUC, unless such applications and notifications are required to be filed on an earlier date under applicable law; (g) no later than fifteen (15) calendar days after the Petition Date, the Company Parties shall have filed used commercially reasonable efforts to commence evaluation of potential sales of assets (including identifying applicable specified markets to be considered for sale); (h) no later than thirty (30) calendar days after the First Day Pleadings Petition Date, the Debtors shall file with the Bankruptcy Court the Plan and Disclosure Statement and motion for approval of the Disclosure Statement and associated solicitation procedures with the Bankruptcy Court; (ci) no later than five three (53) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; (dj) no later than thirtyforty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (7045) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Final DIP Order; (k) no later than ninety (90) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement in 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 LendersOrder; (gl) no later than three (3) Business Days after entry of the Disclosure Statement Order, the Solicitation Commencement Date shall have occurred; (m) no later than one hundred fifteen twenty (115120) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; (n) no later than May 28, 2020, the “Closing Date” (as such term is defined in the PNW Purchase Agreement) shall have occurred; (o) no later than January 31, 2021, the Debtors shall have used commercially reasonable efforts to provide the following to the Consenting Noteholders: (i) new budgetary plan, as set forth in the Restructuring Term Sheet; and (ii) capital spending into fiber expansion and FTTx upgrades within the network; (p) no later than five (5) Business Days after the entry of the Confirmation Order in form and substance acceptable to by the Bankruptcy Court, the Company Parties shall have filed any and all applications and notifications that are necessary or required in connection with obtaining the Required First Lien Lenders applicable approvals of the FCC and, solely as applicable, any PUCs with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien LendersRestructuring Transactions; and (hq) no later than one hundred thirty (130) calendar days after the Petition Outside Date, all conditions to the occurrence of the Plan Effective Date shall have been either satisfied or waived in accordance with this Agreement and the Plan Effective Date shall have occurred.

Milestones. The Company shall implement the Restructuring on the following Milestones shall apply to this Agreement unless extended or waived timeline (in writing by the Company Parties and the Required First Lien Lenders:each case, a “Milestone”): (a) on or before April 3, 2015, the Petition Date Company shall occur by March 10, 2020commence a solicitation of the Lenders seeking the approval and acceptance of the Plan; (b) no later than the Petition Dateon or before April 6, 2015, the Company Parties shall have filed receive the First Day Pleadings with approval and acceptance of the Bankruptcy CourtPlan by Lenders collectively constituting the Required Lenders as of such date (the “Lender Class Acceptance”); (c) upon the occurrence of the Lender Class Acceptance, the Company shall commence the Chapter 11 Case on or before April 7, 2015; (d) no later than five the date of the commencement of the Chapter 11 Case (5the “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 the adequacy of the Disclosure Statement, approval of the Company’s prepetition solicitation of the Lenders, and confirmation of the Plan (the “Joint Disclosure Statement and Plan Confirmation Hearing”); (e) calendar no later than 5 business days after the Petition Date, the Bankruptcy Court shall have entered enter a final order scheduling 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 (ii) the Company Parties shall have filed the Plan and the Joint Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien LendersPlan Confirmation Hearing; (f) no later than seventy (70) calendar 5 business days after the Petition Date, the Bankruptcy Court shall have entered an order approving enter the Disclosure Statement Interim Financing Order in a form and substance reasonably acceptable to the Company Parties and the Required First Lien Majority Consenting Lenders andin their sole discretion, solely 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 the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenderssuch matters; (g) no later than one hundred fifteen (115) calendar 35 days after the Petition Date, the Bankruptcy Court shall have entered enter the Confirmation Final Financing Order in a form and substance acceptable to the Company Parties and the Required First Lien Majority Consenting 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; andin their sole discretion; (h) no later than one hundred thirty (130) calendar 45 days after the Petition Date, the Bankruptcy Court shall commence the Joint Disclosure Statement and Plan Effective Date Confirmation Hearing; (i) no later than 50 days after the Petition Date, the Bankruptcy Court shall have occurredenter 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 Order”); and (j) no later than 75 days after the Petition Date, the effective date of the Plan (the “Consummation Date”) shall occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of both the Company and the Majority Consenting Lenders.

Milestones. The On and after the Support Effective Date, the Company shall use commercially reasonable efforts to implement the Restructuring in accordance with the following Milestones shall apply to this Agreement Milestones, as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company Parties and the Required First Lien LendersRequiredRequisite 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 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 the Bankruptcy Court (the “Petition Date shall occur by March 10, 2020Date”); (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP OrderOrder on an interim basis, which DIP Order shall be in the form and substance acceptable to the Requisite Consenting Lenders; (dc) no later than 11:59 p.m. (prevailing Eastern time) on the date that is thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered (i) an order approving the Disclosure Statement bidding procedures with respect to the Acquisition (the “Bidding Procedures”) (which Bidding Procedures shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders) and (ii) the DIP Order on a final basis (which DIP Order shall be in form and substance acceptable to the Requisite Consenting Lenders); (d) no later than 11:59 p.m. (prevailing Eastern time) the date that is thirty-five (35) days after the Petition Dateon [January 8, 2021], the Company Parties shall have filed an Acceptable Plan, Disclosure Statement, and a motion to approve the Required First Lien Lenders andDisclosure Statement, solely with respect to the economic treatment provided on account each of the Second Lien Claims, which shall be in form and substance reasonably acceptable to the Required Second Lien Requisite Consenting Lenders; (ge) no later than ninety (90) days after the Petition Date11:59 p.m. (prevailing Eastern time) on [February 22, 2021], (i) the hearing to approve the Disclosure Statement shall have occurred and (ii) the 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) no later than one hundred fifteen fifty (115150) calendar days (or such later date as may be required to accommodate the Bankruptcy Court’s schedule) after the Petition DateDate11:59 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 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 Requisite Consenting Lenders; and (hg) no later than one two hundred thirty and ten (130210) calendar days after the Petition DateDate11:59 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 following Milestones milestones (collectively, the “Milestones”) shall apply to this Agreement (unless extended or waived in writing by (including via email in accordance with Section ‎12.17) with the consent (not to be unreasonably withheld) of the Company Parties and Parties, the Required First Lien Lenders:Consenting Senior Secured Noteholders, and, with respect to Milestones other than those set forth in clauses (d) and (g)(ii), the Required Consenting Convertible Noteholders): (a) no later than November 18, 2024, the Company shall file a voluntary petition for relief pursuant to chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the date of filing of such voluntary petition, the “Petition Date shall occur by March 10, 2020Date”); (b) no later than the Petition DateNovember 18, 2024 the Company Parties shall have filed the First Day Pleadings file with the Bankruptcy CourtCourt a motion seeking entry of the Adequate Protection Order and DIP Order; (c) no later than five November 19, 2024, the Debtors shall launch a consent solicitation (5the “Consent Solicitation” and such date, the “Consent Solicitation Date”) calendar days after seeking consent to certain amendments to the Petition DateSenior Secured Notes Indenture and as set out in the Offshore Documents (collectively, the “Proposed Amendments”) in order to facilitate the commencement of Chapter 11 Cases for the Company Parties identified on Exhibit F hereto; (d) no later than November 20, 2024, the Bankruptcy Court shall have entered the Interim DIP Adequate Protection 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition DateNovember 27, 2024, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to file the Company Parties and Backstop Mxxxx with the Required First Lien LendersBankruptcy Court; (f) no later than seventy November 29, 2024, the Company Parties identified on Exhibit F shall have (70i) calendar days after executed and delivered the Petition DateCompany Acknowledgment to counsel to the Consenting Stakeholders, (ii) filed voluntary petitions for relief pursuant to chapter 11 of the Bankruptcy Code in the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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(iii) filed a Joint Administration Motion; (g) no later than one hundred fifteen December 2, 2024, the Bankruptcy Court shall have entered (115i) calendar days after an order granting the Petition DateJoint Administration Motion, (ii) an order deeming the Adequate Protection Order applicable and binding with respect to all Company Parties, and (iii) an order deeming all other applicable orders applicable and binding with respect to all Company Parties; (h) no later than December 2, 2024, the Company shall file with the Bankruptcy Court the Plan, the Disclosure Statement, the Solicitation Procedures Motion; (i) no later than December 23, 2024, the Bankruptcy Court shall have entered (i) the final DIP Order and (ii) the Backstop Order; (j) no later than January 13, 2025, the Bankruptcy Court shall have entered the Solicitation Procedures Order; (k) no later than February 17, 2025, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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; andOrder; (hl) the Plan shall have become effective in accordance with its terms no later than one hundred thirty March 4, 2025; provided, however, such date may be automatically extended by up to forty-five (13045) calendar days after to the Petition Date, extent regulatory approvals are the Plan Effective Date shall have occurredonly outstanding conditions to effectiveness of the Plan.

Milestones. The Consenting Senior Noteholders’ support for the Restructuring shall be subject to the timely satisfaction of the following Milestones milestones (the “Milestones”), which may be extended with the prior written consent of the Required Consenting Senior Noteholders, which consent shall apply to this Agreement unless extended or waived in writing by not be unreasonably withheld: 1. No later than June 15, 2020, the Company Parties and shall commence the Required First Lien Lenders: (a) the Petition Date shall occur by March 10, 2020; (b) no Chapter 11 Cases; 2. No later than 3 Business Days after the Petition Date, the Company Parties Interim DIP Order shall have filed the First Day Pleadings with be entered by the Bankruptcy Court; (c) no ; 3. No later than five (5) calendar 5 days after the Petition Date, the Bankruptcy Court Company’s investment bankers shall have entered contacted the Interim DIP Order; (d) no parties in the Combination Transaction Contact List and initiated the reciprocal due diligence process; 4. No later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar 10 days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to file the Company Parties and the Required First Lien Lenders; (f) no Proposal Submission Guidelines Motion; 5. No later than seventy (70) calendar 21 days after the Petition Date, the Bankruptcy Court Company shall have entered an order approving file the Plan, the Disclosure Statement, the Disclosure Statement in form and substance reasonably acceptable to the Company Parties Motion, 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 Backstop Motion; 6. No later than one hundred fifteen (115) calendar 30 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance acceptable to the Company Parties Proposal Submission Guidelines Order, and the Required First Lien Lenders and, solely with respect to Final DIP Order shall be entered by the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien LendersBankruptcy Court; and (h) no 7. No later than one hundred thirty (130) calendar 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 be entered by the Bankruptcy Court; 9. No later than 75 days after the Petition Date, the deadline for submission of firm proposals, which shall include outside counsel vetted comments to definitive transaction documents for a Combination Transaction, shall occur; 10. No later than 5 days after entry of the Disclosure Statement Order, the Company shall commence the Equity Rights Offering and Plan Effective Date shall have occurred.solicitation in accordance with the Disclosure Statement Order and the solicitation procedures;

Milestones. 4.01. The Company Parties shall implement the Restructuring Transactions in accordance with the following Milestones (which, to the extent such date (including any extension thereof), does not consist of a date certain, shall apply to this Agreement be calculated under Rule 9006 of the Bankruptcy Rules) unless extended or waived in writing by the Company Parties and the Required First Lien Lenders:Consenting Senior Secured Creditors (with email being sufficient): (a) no later than March 22, 2024, the Petition Date Initial DIP Budget shall occur by March 10, 2020be in agreed form satisfactory to the Required Consenting Senior Secured Creditors; (b) no later than March 29, 2024, the Plan, Disclosure Statement, Interim DIP Order, the DIP Credit Agreement and the Solicitation Materials shall be in agreed form in accordance with Section 3; (c) no later than March 30, 2024, solicitation of the Plan shall have commenced; (d) no later than March 31, 2024, the Company Parties shall have commenced Chapter 11 Cases; (e) no later than one (1) calendar day after the Petition Date, the Company Parties shall have filed the First Day Pleadings file with the Bankruptcy CourtCourt the Plan, Disclosure Statement and motion seeking entry of the Interim DIP Order; (cf) no later than five three (53) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order, (or, if such date cannot be met due solely to availability of the Bankruptcy Court, the next available Business Day); (dg) no later than thirtytwenty-five (3525) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable Final DIP Order, (or, if such date cannot be met due solely to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account availability of the Second Lien ClaimsBankruptcy Court, reasonably acceptable to the Required Second Lien Lendersnext available Business Day); (gh) no later than one hundred fifteen forty-five (11545) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance acceptable Order, (or, if such date cannot be met due solely to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account availability of the Second Lien ClaimsBankruptcy Court, reasonably acceptable to the Required Second Lien Lendersnext available Business Day); and (hi) no later than one hundred thirty sixty (13060) calendar days after the Petition Date, the Plan Effective Date shall have occurred, (or, if such date cannot be met due solely to availability of the Bankruptcy Court, the next available Business Day).

Milestones. The following Milestones shall apply 4.01. As provided in and subject to this Agreement unless extended or waived in writing by ‎Section 7, the Company Parties shall implement the Restructuring Transactions and the Required First Lien LendersUniti Transactions in accordance with the following Milestones: (a) no later than 10 days following the Petition Date Agreement Effective Date, the Company Parties shall occur by March 10, 2020file with the Bankruptcy Court the Uniti 9019 Motion; (b) no later than 10 days following the Petition Agreement Effective Date, the Company Parties shall have filed execute the First Day Pleadings Backstop Commitment Agreement and file with the Bankruptcy CourtCourt the BCA Approval Motion; (c) no later than five 30 days following the Agreement Effective Date, the Company Parties shall file with the Bankruptcy Court: (5i) calendar the Plan; (ii) the Disclosure Statement; and (iii) the Disclosure Statement Motion; (d) no later than 35 days after following the Petition Agreement Effective Date, 2020, the Bankruptcy Court shall have entered the Uniti 9019 Order; (e) no later than 35 days following the Agreement Effective Date, the Bankruptcy Court shall have entered the Interim DIP BCA Approval 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar 75 days after following the Petition Agreement Effective Date, the Bankruptcy Court shall have entered an order approving the relief requested in the Disclosure Statement in 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 LendersMotion; (g) no later than one hundred fifteen (115) calendar 110 days after following the Petition Agreement Effective Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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 LendersOrder; and (h) no later than one hundred thirty (130) calendar 180 days after following the Petition Agreement Effective Date, the Plan Effective Date shall have occurred. 4.02. A Milestone may only be extended or waived with the prior written consent of the Required Consenting Creditors; provided, that the Milestones set forth in Sections ‎4.01(a) and ‎4.01(d) may only be extended or waived with the prior written consent of the Uniti Parties and the Required Consenting Creditors. The date of each Milestone shall be calculated in accordance with Rule 9006 of the Federal Rules of Bankruptcy Procedure.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions on the following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders:timeline (each deadline, a “Milestone”): (a) no later than December 15, 2015, the Debtors shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, the “Petition Date shall occur by March 10, 2020Date”); (b) no later than on the Petition Date, the Company Parties Debtors shall have filed the First Day Pleadings file with the Bankruptcy CourtCourt a motion seeking entry of the Interim DIP Order and the Final DIP Order; (c) no later than five (5) calendar days after the Petition DateDecember 17, 2015, the Bankruptcy Court shall have entered the Interim DIP Order; (d) no later than thirty-five January 7, 2016, the Debtors shall file with the Bankruptcy Court a motion to reject executory contracts and set procedures with regard to the determination of rejection damages; (35e) calendar days after no later than January 7, 2016, the Petition DateDebtors shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; and (iii) a motion (the “Disclosure Statement and Solicitation Motion”) seeking, among other things, (A) approval of the Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (C) to schedule the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); and (iii) a motion seeking to assume this Agreement (the “RSA Assumption Motion”); (f) no later than January 15, 2016, the Bankruptcy Court shall have entered the Final DIP Order; (g) no later than February 12, 2016, (i) the Bankruptcy Court shall have entered (x) an order approving the Final DIP Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion and (y) an order authorizing the assumption of this Agreement (the “RSA Assumption Order, ”); and (ii) no later than four days after entry of the Company Parties order approving the Disclosure Statement, the Debtors shall have filed commenced solicitation on the Plan and by mailing the Disclosure Statement (which shall include Solicitation Materials to parties eligible to vote on the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy CourtPlan; (eh) no later than fifty (50) calendar days after the Petition DateMarch 28, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date2016, the Bankruptcy Court shall have entered an order approving commenced the Disclosure Statement in 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 LendersConfirmation Hearing; (gi) no later than one hundred fifteen (115) calendar days after the Petition DateApril 1, 2016, the Bankruptcy Court shall have entered the Confirmation Order Order; and (j) no later than April 15, 2016, the Debtors shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Effective Date”), it being understood that the Debtors’ entry (as reorganized entities under the Plan) into the Exit Facility (as defined in form the Term Sheet) and substance acceptable the satisfaction of the conditions precedent to the Company Parties Effective Date (as set forth in the Exit Facility, the Plan, and the Required First Lien Lenders and, solely with respect Term Sheet) shall be conditions precedent to the economic treatment provided on account occurrence of the Effective Date. The Debtors may extend a Milestone with the express prior written consent of (i) Second Lien Backstoppers (as defined in the Term Sheet) holding 50.1% or more of the Second Lien Claims, reasonably acceptable Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to the Required a valid transfer under this Agreement (“Majority Second Lien LendersBackstoppers”); and and (hii) no later than one hundred thirty Noteholder Backstoppers holding 50.1% or more of the Noteholder Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under this Agreement (130) calendar days after the Petition Date, the Plan Effective Date shall have occurred“Majority Noteholder Backstoppers”).

Milestones. The By no later than ten (10) days following Milestones the date of the Sale Notice, Borrower shall apply commence a full process to this Agreement unless extended sell one or waived more Cannabis Licenses, as determined in writing Borrower’s reasonable discretion (subject to clause (v) below), and related properties (including, without limitation, the Collateral Properties) and operations held by the Company Loan Parties and (the Required First Lien Lenders“Sale Assets”). As part of such sale process: (ai) By no later than twenty (20) days following the Petition Date date of the Sale Notice, Borrower shall occur by March 10provide Agent and the Lenders with proposals from no less than three (3) investment banks or brokers for running the sale process, 2020which investment banks or brokers shall be subject to the Lenders’ approval in its reasonable discretion, and such proposals shall include detailed compensation information for each investment bank or broker; (bii) By no later than twenty-five (25) days following the Petition Datedate of the Sale Notice, Borrower shall indicate to Agent and the Company Parties Lenders the investment bank or broker that it seeks to retain, provided that the retention of such investment bank or broker shall have filed be subject to the First Day Pleadings with Required Lenders’ approval in their reasonable discretion; LEGAL*65859792.17 (iii) Borrower shall retain such investment bank or broker by no later than thirty (30) days following the Bankruptcy Courtdate of the Sale Notice and provide a signed copy of the engagement letter between Borrower and the selected investment bank or broker to Agent; (civ) Borrower shall cause the selected investment bank or broker to commence the marketing process by no later than five forty (540) calendar days after following the Petition Datedate of the Sale Notice, and shall cooperate with the Bankruptcy Court shall have entered investment bank or broker to facilitate such marketing process, including by providing (for access by potential bidders) all information reasonably requested by the Interim DIP Orderinvestment bank or broker; (dv) Borrower shall include in the sale process the Sale Assets expected (based on valuations by the investment bank or broker) to yield proceeds sufficient to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest). If the sale of all Sale Assets held by the Loan Parties would not be expected to yield sufficient proceeds to repay all Obligations in full in cash (including any premiums, exit fees, penalties and/or default interest), the sale process will be for all Sale Assets held by the Loan Parties. (vi) Borrower shall request initial letters of interest, along with each such potential buyer’s qualifications, by no later than thirty-five ninety (3590) calendar days after following the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 date of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; (g) Sale Notice and signed letters of intent by no later than one hundred fifteen ten (115110) calendar days after following the Petition Date, date of the Bankruptcy Court Sale Notice; (vii) Borrower shall have entered signed purchase agreement(s) for the Confirmation Order in form and substance acceptable to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account sales of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; and (h) Sale Assets by no later than one hundred thirty twenty five (130125) calendar days after following the Petition Date, date of the Plan Effective Date Sale Notice; and (viii) Borrower shall have occurredclose such sales by no later than one hundred eighty (180) days following the date of the Sale Notice.

Milestones. 4.01. The Debtors shall implement the Restructuring Transactions in accordance with the following Milestones milestones (which, to the extent such date (including any extension thereof), does not consist of a date certain, shall apply to this Agreement be calculated under Rule 9006 of the Bankruptcy Rules) unless extended or waived in writing by the Company Parties and the Required First Lien LendersConsenting Noteholders: (a) no later than January 17, 2023, the Petition Date shall occur by March 10, 2020have occurred; (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; three (c3) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; (dc) no later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar 21 days after the Petition Date, the Company Parties Debtors shall have entered into each of Renegotiated Contracts/Leases in form and substance (i) delivered to counsel to the Ad Hoc Noteholder Group a business plan that is acceptable to the Company Parties Required Consenting Noteholders and (ii) populated a data room with marketing materials that are acceptable to the Required First Lien LendersConsenting Noteholders and delivered to counsel to the Ad Hoc Noteholder Group outreach target lists, teaser materials, and other marketing materials reasonably requested by the Ad Hoc Group Advisors related to a process to market and sell substantially all of the Debtors’ assets; (fd) no later than seventy (70) calendar 35 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 LendersFinal DIP Order; (ge) no later than one hundred fifteen 60 days after the Petition Date, the Debtors shall have filed the Plan and Disclosure Statement with the Bankruptcy Court; (115f) calendar no later than 105 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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 LendersOrder; and (hg) no later than one hundred thirty (130) calendar 120 days after the Petition Date, the Plan Effective Date shall have occurred. 4.02. Upon the failure of the Debtors to satisfy any of the Milestones set forth in Section 4.01 which has not been waived or extended in a manner consistent with this Agreement, the Required Consenting Noteholders shall have the option (the exercise of such option, a “Toggle Event”) to require the Debtors to initiate a process to market and sell substantially all of their assets, which process shall be acceptable to the Required Consenting Noteholders and the Debtors. Upon a Toggle Event, the Milestones set forth in Section 4.01 that occur after such Toggle Event shall be replaced in their entirety by the following milestone (which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Bankruptcy Rule 9006) unless extended in writing by the Required Consenting Noteholders: (a) no later than 55 days after the Toggle Event, the Bankruptcy Court shall have entered the Sale Order.

Milestones. The (a) UTC shall pay to Pluristem the nonrefundable, non-creditable milestone payments set forth in the table below within thirty days of the first achievement of each of the following Milestones shall apply events with respect to this Agreement unless extended or waived a Product in writing by the Company Parties and the Required First Lien LendersField: (ai) the Petition Date shall occur by March 10, 2020;THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (ii) THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (iii) THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (b) no later than Each of the Petition Date, foregoing milestones shall be payable only once. It is further agreed between the Company Parties shall have filed that any of the First Day Pleadings milestone payments set forth above are attributed to Pluristem's development services provided to UTC in connection with the Bankruptcy Court;achievement of such milestone. (c) no later than five (5) calendar days after Occurrence of the Petition Dateforegoing milestones and payments made on account of the occurrence of the foregoing milestones will not be publicly announced by a Party without the express written consent of the other Party, the Bankruptcy Court shall have entered the Interim DIP Order;unless that announcement or disclosure of such payment is required by Applicable Law. (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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 have entered the Confirmation Order in form and substance 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; and (h) no later than one hundred thirty (130) calendar days after the Petition Date, the Plan Effective Date shall have occurredTHE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**

Milestones. The following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien Lenders: (a) Achieve each of the Petition Date shall occur by March 10following 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), 2020;the “Downstream Milestones”). (bi) no later than On the Petition Date, the Company Parties Debtors shall have filed file (i) a motion seeking approval of (A) the First Day Pleadings with DIP Term Loan Facility and (B) the DIP ABL Facility and (ii) a motion seeking a final order, in form and substance acceptable to the Required Lenders in all respects, authorizing the Jamaican Borrower to reject the Sherwin Contract pursuant to section 365 of the Bankruptcy Court;Code. (cii) no later than On or before the date that is five (5) calendar days after the Petition Date, the Bankruptcy Court Interim Order shall have been entered by the Interim DIP Order;Bankruptcy Court. (diii) no later than thirty-five (35) calendar days On or before the date that is 15 Business Days after the Petition Date, the Debtors shall file a motion seeking approval of the Downstream Sale Process (i) such motion, the Bankruptcy Court shall have entered the Final DIP Order“Downstream Sale Motion” and such auction, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with extent necessary, the Bankruptcy Court;“Downstream Auction”). (eiv) no later than fifty (50) calendar On or before the date that is 35 days after the Petition Date, the Company Parties 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 into each of Renegotiated Contracts/Leases 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 Company Parties 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 Required First Lien Lenders;Sherwin Settlement shall have become effective. (fviii) no later than seventy (70) calendar On or before the date that is 60 days after the Petition Date, the Bankruptcy Court Acceptable Business Plan shall have entered an order approving been provided to the Disclosure Statement Lenders. (ix) On or before the date that is 95 days after the Petition Date, a final order, in 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 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; (gx) no later than one hundred fifteen On or before the date that is 120 days after the Petition Date, closing of the sale of the Downstream Business; (115xi) calendar On or before the date that is 90 days after the Petition Date, the Bankruptcy Court Debtors shall have entered filed the Confirmation Order Reorganization Plan and related disclosure statement each in a form and substance 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 LendersLenders (the “Plan Filing Date”); and (hb) no later than one hundred thirty in the event that the Plan Filing Date occurs in accordance with clause (130) calendar days after the Petition Datea)(xi), the Debtors shall comply with the following Milestones (collectively with clause (a)(v), the “Plan Effective Date shall have occurred.Milestones”):

Milestones. 4.01. The Company Parties shall implement the Restructuring Transactions in accordance with the following Milestones shall apply to this Agreement milestones (the “Milestones”), unless extended or waived in writing (which may be by email among counsel) by the Company Parties and the Plan 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 First Lien Consenting Ad Hoc Lenders: (a) prior to the Petition Date Date, the Backstop Commitment Agreement shall occur by March 10, 2020have been executed; (b) no later than June 14, 2021, the Petition Date, the Company Parties Date shall have filed the First Day Pleadings with the Bankruptcy Courtoccurred; (c) no later than five 2 calendar days after the Petition Date, the Debtors shall have filed the Plan and the Disclosure Statement with the Bankruptcy Court; (5d) no later than 5 calendar days after the Petition Date, the Bankruptcy Court shall have entered the DIP 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) 30 calendar days after the Petition Date, or such other date as agreed by the Plan Sponsor and the Company Parties Parties, the Bankruptcy Court shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien LendersBackstop Approval Order; (f) no later than seventy (70) 45 calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 LendersDIP Final Order; (g) no later than one hundred fifteen (115) 60 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; provided that the Confirmation Order Milestone shall be extended to 74 calendar days after the Petition Date in form and substance acceptable to the event the Company Parties have received a binding Acceptable Alternative Restructuring Proposal with no financial or due diligence conditions and deliver the Required First Lien Lenders andToggle Election Notice, solely with respect to which such extension shall be valid for so long as the economic treatment provided on account Company Parties are pursuing confirmation of such Acceptable Alternative Restructuring Proposal through the Second Lien Claims, reasonably acceptable to Toggle Restructuring or the Required Second Lien LendersEquitization Restructuring; and (h) no later than one hundred thirty (130) 15 calendar days after the Petition Dateentry of the Confirmation Order, the Plan Effective Date shall have occurred.

Milestones. If for either Year 1 or Year 2, the Year 1 Net Revenue Payment or the Year 2 Net Revenue Payment is less than the Maximum Year 1 Deferred Merger Consideration or the Maximum Year 2 Deferred Merger Consideration, as applicable, then the achievement of each of the milestones set forth below (the “Milestones”) shall earn a payment (each, a “Milestone Payment”), in each case as further set forth in this Section 2.2(c). The following Milestones “Year 1 Milestone Payment” shall apply to this Agreement unless extended or waived equal the aggregate amount of the Milestone Payments earned in writing by the Company Parties Year 1 and the Required First Lien Lenders: (a) “Year 2 Milestone Payment” shall equal the Petition Date aggregate amount of the Milestone Payments earned in Year 2; provided, that in no event shall occur by March 10, 2020; (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than five (5) calendar days after the Petition Date, 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 Year 1 Milestone Payment exceed twenty-four percent (24%) of the Final DIP Order, and Maximum Deferred Merger Consideration; (ii) the Company Parties shall have filed Year 2 Milestone Payment exceed thirty-three percent (33%) of the Plan Maximum Deferred Merger Consideration; and (iii) the sum of the Year 1 Milestone Payment and the Disclosure Statement Year 2 Milestone Payment exceed an aggregate amount equal to thirty-five percent (35%) of the Maximum Deferred Merger Consideration. (i) If at the end of Year 1, (A) less than twenty-five percent (25%) of the Employees of the Company on the Closing Date have Voluntarily Resigned, and (B) both Xxxxx Xxxxxxxxxxx and Xxxx Xxxxxxxx are Still Employed, in which shall include the Valuation Analysis, which case there shall be acceptable a Milestone Payment of seven and a half percent (7.5%) times the Maximum Deferred Merger Consideration. (ii) If at the end of Year 2, (A) less than twenty-five percent (25%) of the Employees of the Business who were employed at the beginning of Year 2 have Voluntarily Resigned, and (B) both Xxxxx Xxxxxxxxxxx and Xxxx Xxxxxxxx are Still Employed, in which case there shall be a Milestone Payment of seven and a half percent (7.5%) times the Maximum Deferred Merger Consideration. (iii) If the Business, with respect to any product, has received a written agreement from a Tier 1 Carrier which is not set forth on Exhibit C, on business terms that include negotiated pricing, then there shall be a Milestone Payment for each such agreement, for the year in which such agreement was entered into, equal to five percent (5%) of the Maximum Deferred Merger Consideration; provided, that a written agreement used to satisfy Section 2.2(c)(iv) may not be used to satisfy this Section 2.2(c)(iii). (iv) If the Business, with respect to a new product which is not set forth on Exhibit C, has received a written agreement from a Tier 1 Carrier, on business terms that include negotiated pricing, then there shall be a Milestone Payment for each written agreement on business terms with a customer including negotiated pricing, for the year in which such written agreement on business terms with a customer including negotiated pricing was received, of five percent (5%) of the Maximum Deferred Merger Consideration; provided, that a written agreement used to satisfy Section 2.2(c)(iii) may not be used to satisfy this Section 2.2(c)(iv). (v) If the Business has made available in the English language (with localization support) a [***] (an “[***]”) branded for the Parent or Ultimate Parent, then there shall be a Milestone Payment, for the year in which the Company performed its obligations in order to make the [***], of eight percent (8%) of the Maximum Deferred Merger Consideration; provided, that Parent (A) will be required to provide its reasonable cooperation to the Required First Lien Lenders Company in their sole connection with, and absolute discretionuse commercially reasonable efforts to assist in the deployment of, the [***] and (B) with in the Bankruptcy Court; (e) event that, no later than fifty March 31, 2015, Parent has provided to the Business application platform interfaces for any of Zen cloud integration, common account structure, in-app billing integration and cross promotion capabilities (50) calendar days after the Petition Dateeach, an “Included API”), the Business must integrate such Included API in the [***] in order to satisfy this Section 2.2(v); provided, further, that if no Included APIs have been provided by March 31, 2015, no application platform interfaces need to be included in the [***] in order to satisfy this Section 2.2(v). (vi) If the Business has made available in the English language (with localization support) a Market Ready [***] (an “[***]”) branded for the Parent or Ultimate Parent, then there shall be a Milestone Payment, for the year in which the Company Parties shall have entered into each performed its obligations in order to make the [***] first generally available to the public, of Renegotiated Contracts/Leases in form and substance acceptable five percent (5%) of the Maximum Deferred Merger Consideration; provided, that (A) Parent will be required to provide its reasonable cooperation to the Company Parties in connection with, and use commercially reasonable efforts to assist in the Required First Lien Lenders; deployment of, [***] and (fB) in the event that, no later than seventy (70) calendar days after March 31, 2015, Parent has provided to the Petition DateBusiness application platform interfaces for any of the Included APIs, the Bankruptcy Court shall Business must integrate such Included API in order to satisfy this Section 2.2(vi); provided, further, that if no Included APIs have entered an been provided by March 31, 2015, no application platform interfaces need to be included in the [***] in order approving to satisfy this Section 2.2(vi). (vii) If the Disclosure Statement Business distributes (A) any product of the Ultimate Parent or its Affiliates to a Tier 1 Carrier in form and substance reasonably acceptable which a Tier 1 Carrier charges a premium of at least $[***] or (B) any standalone product of the Ultimate Parent or its Affiliates related to the Company Parties and Business’ products known as PrivacyFix, Anti-Virus, Zen or Safe Browser (including any subsequent versions of such products), then there shall be a Milestone Payment for each such product, for each such product the Required First Lien Lenders andyear in which such initial distribution occurred, solely with respect to the economic treatment provided on account of five percent (5%) of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders;Maximum Deferred Merger Consideration. (gviii) no later than one hundred fifteen (115) calendar days after If the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance acceptable to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account Business distributes any feature of the Second Lien ClaimsUltimate Parent or its Affiliates to a Tier 1 Carrier, reasonably acceptable to then for each such feature there shall be a Milestone Payment, for each such product the Required Second Lien Lenders; and year in which such initial distribution occurred, of one percent (h1%) no later than one hundred thirty (130) calendar days after of the Petition Date, the Plan Effective Date shall have occurredMaximum Deferred Merger Consideration.

Milestones. The Loan Parties shall ensure the satisfaction of the following Milestones shall apply to this Agreement milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended or waived in writing by with the Company Parties and consent of the Required First Lien Lenders:Lenders or the Administrative Agent (with the written consent of the Required Lenders (which may be by email)): (a) the Petition Date shall occur by March 10, 2020; (b) By no later than the Petition DateMay 3, 2021, the Company Parties Borrower shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than five (5) calendar days after the Petition Date, 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable delivered to the Required First Lien Lenders Term Loan Lender Advisors drafts of all "first day" motions, including a first day declaration, for a chapter 11 filing in their sole and absolute discretion) with the Bankruptcy Court; Southern District of Texas (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement “Chapter 11 Filing"” in form and substance reasonably acceptable to the Company Parties Ad Hoc Group of Term Loan Lenders and such other documents to be agreed between the Borrower and the Required First Lien Lenders andAd Hoc Group of Term Loan Lenders; (b) By no later than May 10, solely with respect 2021, the Borrower shall have delivered to the economic treatment provided on account each of the Second Lien Claims, Term Loan Lenders a budget relating to debtor-in-possession financing in form and substance reasonably acceptable to the Required Second Lien Ad Hoc Group of Term Loan Lenders; (gc) By no later than one hundred fifteen (115) calendar days after the Petition DateMay 10, 2021, the Bankruptcy Court Borrower shall have entered into a Restructuring Support Agreement (the Confirmation Order “RSA”) with the Ad Hoc Group of Term Loan Lenders pursuant to which the Borrower agrees to pursue a transaction acceptable in form and substance acceptable all respects to the Company Parties Ad Hoc Group of Term Loan Lenders and the Required First Lien Lenders and, solely with respect Borrower by commencing voluntary Chapter 11 Cases or otherwise agreeing to the economic treatment provided on account a mutually acceptable out of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenderscourt restructuring; and (hd) By no later than one hundred thirty (130) calendar days after the Petition DateMay 14, 2021, if Chapter 11 Cases are anticipated, the Plan Effective Date Borrower and the Ad Hoc Group of Term Loan Lenders shall have occurredagreed upon the form of a debtor-in-possession credit agreement, which form shall provide, among other things, that all Loans of the Ad Hoc Group of Term Loan Lenders shall roll into loans under the debtor-in-possession facility and otherwise be satisfactory to the Ad Hoc Group of Term Loan Lenders and the Borrower.

Milestones. The Company shall comply, and implement the Restructuring Transactions in accordance, with the following Milestones shall apply to this Agreement milestones (the “Milestones”) unless extended or waived in writing by the Company Parties and the Required Consenting First Lien LendersCreditors pursuant to the terms hereof: (a) By 11:59 p.m. (prevailing Eastern Time) on October 31, 2020, the Petition Date shall occur by March 10, 2020have occurred; (b) no later than On the Petition Date, the Company Parties shall have filed the First Day Pleadings with Pleadings, the Bankruptcy CourtPlan, the Disclosure Statement, the Disclosure Statement Motion, and the Combined Motion (if applicable); (c) no No later than five (5) 5 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP interim Cash Collateral Order; (d) no No later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) 16 calendar days after the Petition Date, the Bankruptcy Court shall have entered an order conditionally approving the Disclosure Statement in 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 LendersStatement; (ge) no No later than one hundred fifteen (115) 30 calendar days after the Petition Date, the Bankruptcy Court shall have entered the final Cash Collateral Order; (f) No later than 55 calendar days after the Petition Date, the Bankruptcy Court shall have entered (i) the Confirmation Order in form or (ii) the Combined Order, if applicable; (g) No later than 59 calendar days after the Petition Date, the Cayman Islands court presiding over the Cayman Proceedings shall have entered all orders and substance acceptable confirmations (i.e., the sealed validation completing the Cayman Proceedings) relating to the Company Parties Cayman Proceedings and the Required First Lien Lenders andsuch orders shall not be stayed, solely with respect modified, revised, or vacated and shall not be subject to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lendersany pending appeal; and (h) no No later than one hundred thirty (130) 61 calendar days after the Petition Date (the “Outside Date”), the Plan Effective Date shall have occurred.

Milestones. The following Milestones milestones (collectively, the “Milestones”) shall apply to this Agreement unless extended or and/or waived in writing by the Company Parties Required DIP Lenders and the Required First Lien LendersCompany Parties: (a) no later than 1 Business Day following the TSA Effective Date, and in any event prior to the Petition Date shall occur Date, the Company Parties shall, in accordance with sections 1125 and 1126 of the Bankruptcy Code, commence solicitation of the votes necessary to approve the Plan and effectuate the Transactions, including by March 10distributing the Plan, 2020Disclosure Statement, and Solicitation Materials to holders of Company Claims/Interests (the “Launch”); (b) no later than 1 day following the Launch, the Petition Date shall have occurred; (c) within 3 days following the Petition Date, the Company Parties shall have filed the First Day Pleadings with Pleadings, the Bankruptcy CourtDIP/Cash Collateral Motion, the Plan, Disclosure Statement, and Disclosure Statement Motion seeking conditional entry of the Disclosure Statement Order; (cd) no later than five 5 Business Days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP/Cash Collateral Order; (5e) calendar no later than 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 Interim DIP Order; Disclosure Statement Order (don a final basis) no later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement Confirmation Order (which shall include the Valuation Analysis, which shall may be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with one order of the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 10 days after the Petition Dateentry of the Confirmation Order, the Bankruptcy Court Transactions shall have entered the Confirmation Order in form been consummated and substance 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; and (h) no later than one hundred thirty (130) calendar days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The 4.01 During the Agreement Effective Period, the Company Parties shall implement the Restructuring Transactions in accordance with the following Milestones shall apply to this Agreement milestones (the “Milestones”), as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company Parties and the Required First Lien LendersConsenting 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 Petition Date shall occur by March 10no later than 11:59 p.m. (prevailing Central time) on November 13, 2020, the Company Parties shall have commenced the Chapter 11 Cases in the Bankruptcy Court and shall have filed the First Day Pleadings; (b) no later than three (3) Business Days after the Petition Date, the Bankruptcy Court shall have entered the DIP Order on an interim basis; (c) no later than thirty (30) days after the Petition Date, the Company Parties shall have filed with the First Day Pleadings Bankruptcy Court the Plan and the Disclosure 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 the Backstop Approval Motion; (ce) no later than thirty-five (535) calendar days after the Petition Date, 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien LendersOrder on a final basis; (f) no later than seventy one hundred (70100) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 LendersOrder; (g) no later than one hundred fifteen and forty (115140) calendar days after 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 in form and substance 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; andOrder; (hi) no later than one hundred thirty and eighty (130180) calendar 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 Borrower shall comply with the following Milestones shall apply to this Agreement unless extended or waived in writing by (collectively, the Company Parties and the Required First Lien Lenders:“Milestones”): (a) the Petition Date shall occur by March 10, 2020;[Reserved]. (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court;[Reserved]. (c) The Final Order shall have been entered by no later than forty-five (545) calendar days after the Petition Date, 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 (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court;[Reserved]. (e) The 2023 PBGC Settlement shall have been approved by the Bankruptcy Court no later than fifty confirmation of the Plan. (50f) calendar days after [Reserved]. (g) [Reserved]. (h) [Reserved]. (i) The order approving the Petition Dateadequacy of the disclosure statement, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties Debtors and the Required First Lien Lenders; (f) , shall have been entered no later than seventy sixty (7060) calendar days after the Petition Date. (j) An order confirming the Plan, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable to the Company Parties Debtors and the Required First Lien Lenders and(the “Confirmation Order”), solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; (g) shall have been entered by no later than one hundred fifteen sixty (11560) calendar days after the Petition Date, . (k) The substantial consummation of the Bankruptcy Court Plan shall have entered the Confirmation Order in form and substance 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; and (h) occurred no later than one hundred thirty ninety (13090) calendar days after the Petition Date. 9.17 Bankruptcy Matters Each Debtor shall: (a) cause all proposed (i) orders related to or affecting the Loans and other Obligations, the Plan Effective Prepetition Debt and the Credit Documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course, cash management, adequate protection, any plan of reorganization and/or any disclosure statement related thereto, (ii) orders concerning the financial condition of the Borrower or any of its Subsidiaries or other Indebtedness of the Debtors or seeking relief under section 363, 364 or 365 of the Bankruptcy Code or Rule 9019 of the Federal Rules of Bankruptcy Procedure, (iii) orders 135 authorizing additional payments to critical vendors (outside of the relief approved in the First Day Orders and “second day” orders) and (iv) orders establishing procedures for administration of the Chapter 11 Cases or approving significant transactions submitted to the Bankruptcy Court, in each case, proposed by the Debtors to be in accordance with and permitted by the terms of this Agreement; (b) subject to any applicable limitations set forth in the Security Documents (including in any Mortgage), including with respect to any asset subject to a separate notice period thereunder, if any assets that are of the nature secured by any Security Documents (including any owned Real Estate or improvements thereto) are acquired by the Borrower or any Subsidiary Guarantor after the Closing Date or are held by any Subsidiary on or after the time it becomes a Guarantor pursuant to Section 9.11, unless an effective lien has been created under the Security Agreement and perfected under an effective UCC financing statement, the Borrower will promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the other Credit Parties to take, such actions as shall have occurredbe necessary or reasonably requested by the Collateral Agent, as soon as commercially reasonable but in no event later than five (5) Business Days, unless extended by the Collateral Agent in its reasonable discretion, to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in paragraph (a) of this Section, all at the expense of the Credit Parties.

Milestones. The Comply with the following Milestones shall apply to this Agreement milestones (unless extended or waived in writing by the Company Parties and the Required First Lien Lenders:): (a) the Petition Date shall occur by March 10, 2020; (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than five (5) calendar days after the Petition Date, 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 (ii) the Company Loan Parties shall have filed the Reorganization Plan and the Disclosure Statement (which shall include the Valuation AnalysisAnalysis (as defined in the Restructuring Support Agreement), which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (eb) no later than fifty (50) calendar days after the Petition Date, the Company Loan Parties shall have entered into each of Renegotiated Contracts/Leases (as defined in the Restructuring Support Agreement), in form and substance acceptable to the Company Loan Parties and the Required First Lien LendersLenders (as defined in the Restructuring Support Agreement); (fc) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable to the Company Loan Parties and the Required First Lien Lenders (as defined in the Restructuring Support Agreement) and, solely with respect to the economic treatment provided on account of the Second Lien ClaimsClaims (as defined in the Restructuring Support Agreement), reasonably acceptable to the Required Second Lien LendersLenders (as defined in the Restructuring Support Agreement); (gd) no later than one hundred fifteen (115) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order (as defined in the Restructuring Support Agreement) in form and substance acceptable to the Company Loan Parties and the Required First Lien Lenders (as defined in the Restructuring Support Agreement) and, solely with respect to the economic treatment provided on account of the Second Lien ClaimsClaims (as defined in the Restructuring Support Agreement), reasonably acceptable to the Required Second Lien LendersLenders (as defined in the Restructuring Support Agreement); and (he) no later than one hundred thirty (130) calendar days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The Borrower shall comply with the following Milestones shall apply to this Agreement unless (as waived or extended or waived in writing by accordance with the Company Parties and Restructuring Support Agreement) (collectively, the Required First Lien Lenders:“Milestones”): (a) the Petition Date The Interim Order shall occur have been entered by March 10, 2020; (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; three (c3) no later than five (5) calendar days after the Petition Date. (b) The Escrow Payment shall occur no later than the date when the Interim DIP Order is entered by the Bankruptcy Court; provided that, this milestone can only be extended or waived by the Required PW Ad Hoc Group Lenders without the need to obtain the consent of the other Lenders); provided, further, that the failure to satisfy this milestone shall not give rise to a Default or Event of Default, unless the Bankruptcy Court shall have entered does not authorize the Escrow Payment pursuant to the Final DIP Order (unless previously authorized by the Bankruptcy Court under the Interim DIP Order or otherwise authorized by the Bankruptcy Court prior to or contemporaneously with entry of the Final DIP Order;). (dc) The Final Order shall have been entered by no later than thirtyforty-five (3545) calendar days after the Petition Date, . (id) The Rights Offering (as defined in the Bankruptcy Court Restructuring Support Agreement) shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) been commenced by no later than fifty ten (5010) calendar days after the Petition Date, the Company Parties . (e) The 2023 PBGC Settlement shall have entered into each been approved by the Bankruptcy Court no later than confirmation of Renegotiated Contracts/Leases the Plan. (f) The order provisionally approving the adequacy of the Disclosure Statement, in form and substance acceptable to the Company Parties Debtors and the Required First Lien Lenders; (f) , shall have been entered no later than seventy three (703) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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) The Plan and related disclosure statement (the “Disclosure Statement”) shall have been filed no later than one hundred fifteen (1151) calendar days day after the Petition Date. (h) The order approving the adequacy of the Disclosure Statement, the Bankruptcy Court shall have entered the Confirmation Order in form and substance acceptable to the Company Parties Debtors and the Required First Lien Lenders andLenders, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; and (h) shall have been entered no later than one hundred thirty sixty (13060) calendar days after the Petition Date. (i) The order confirming the Plan, in form and substance acceptable to the Debtors and the Required Lenders, shall have been entered by no later than sixty (60) days after the Petition Date. (j) The substantial consummation of the Plan Effective Date (as defined in the Restructuring Support Agreement) shall have occurredoccurred no later than ninety (90) days after the Petition Date.

Milestones. 4.01 The following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien LendersConsenting Creditors and Ares: (a) On or prior to the Petition Date (as defined herein), the Backstop Commitment Agreement shall occur by March 10, 2020;have been finalized. (b) no later than On July 15, 2020 or such earlier date as agreed upon by the Petition Dateparties, the Company Parties shall have filed commence the First Day Pleadings with the Bankruptcy Court;Chapter 11 Cases. (c) no No later than five (5) calendar 5 days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order;. (d) no No later than thirty-five (35) calendar 5 days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Interim 9019 Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court;. (e) no No later than fifty (50) calendar 14 days after the Petition Date, the Company Parties shall have entered into each filed the Plan, Disclosure Statement and a motion seeking approval of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders;Disclosure Statement. (f) no No later than seventy 40 days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order. (70g) calendar No later than 40 days after the Petition Date, the Bankruptcy Court shall have entered the Final 9019 Order. (h) No later than 40 days after the 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 Reorganized Debtors consistent with the terms of the Governance Term Sheet, (iii) the form of registration rights agreement, (iv) 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 40 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable to Backstop Commitment Agreement. (j) No later than 44 days after the Company Parties Petition Date, the Bankruptcy Court shall have entered an order approving the Solicitation Materials 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;Disclosure Statement. (gk) no No later than one hundred fifteen 28 days after the Subscription Commencement Date (115as defined in the Backstop Commitment Agreement), the Debtors shall have ended the subscription period for the Equity Rights Offering. (l) calendar No later than 105 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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; andOrder. (hm) no No later than one hundred thirty (130) calendar 135 days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The Debtors shall comply with the following Milestones shall apply to this Agreement unless extended chapter 11 milestones (collectively, the “Chapter 11 Milestones”): A. On or waived in writing by before the Company Parties and the Required First Lien Lenders: date that is fifteen (a15) the Petition Date shall occur by March 10, 2020; (b) no later than days following the Petition Date, the Company Parties Debtors shall have filed the First Day Pleadings with the Bankruptcy CourtCourt a motion, in form and substance satisfactory to the Required Buyers, seeking entry of an order by the Bankruptcy Court approving bidding procedures in connection with a 363 sale process pursuant to one or more asset purchase agreements or similar agreements that provide for repayment in full in cash of the obligations under the DIP Warehouse Facility Agreements on the closing of such agreement; B. On or before the date that is fifteen (c15) no later than five days following the Petition Date, the Debtors shall have filed with the Bankruptcy Court an Acceptable Plan and a disclosure statement reasonably satisfactory to the Required Buyers with respect thereto; C. On or before the date that is sixty (560) calendar days after following the Petition Date, the Bankruptcy Court shall have entered approved bidding procedures, in form and substance reasonably acceptable to the Interim DIP OrderRequired Buyers, and such approval shall be in full force and effect, and shall not have been (i) vacated, reversed, or stayed, or (ii) amended or modified except as otherwise agreed to in writing by the Required Buyers; D. On or before the date that is sixty (d60) no later than thirty-five (35) calendar days after following the Petition Date, the Debtors shall have obtained the Bankruptcy Court’s approval of a disclosure statement for an Acceptable Plan and solicitation procedures contemplating completion of a confirmation hearing with respect 2014058.10-NYCSR07A - MSW to an Acceptable Plan no later than 115 days following the Petition Date, which disclosure statement and solicitation procedures must otherwise be in form and substance reasonably acceptable to the Required Buyers, and the Bankruptcy Court’s approval of such disclosure statement and solicitation procedures shall not have been amended, modified or supplemented (or any portions thereof reversed, stayed or vacated) other than as agreed in writing by the Required Buyers; and E. One of the following milestones shall be satisfied on or before the date that is 125 days following the Petition Date: 1. the Debtors shall obtain entry of an order of the Bankruptcy Court confirming an Acceptable Plan, which order (i) shall be (x) in form and substance satisfactory to the Bankruptcy Court shall have entered Required Buyers, to the Final extent relating to the termination of the commitments under the DIP OrderWarehouse Facility Agreements, the payment in full in cash and full discharge of the obligations under the DIP Warehouse Facility Agreements, and releases and other exculpatory provisions for the Secured Parties and (y) otherwise in form and substance reasonably satisfactory to the Required Buyers, and (ii) the Company Parties shall not have filed the Plan and the Disclosure Statement been amended, modified or supplemented (which shall include the Valuation Analysisor any portions thereof reversed, which shall be acceptable to stayed or vacated) other than as agreed in writing by the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court;Buyers; or (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, 2. the Bankruptcy Court shall have entered an order approving an asset purchase agreement or similar agreement that provides for repayment in full in cash of the Disclosure Statement obligations under the DIP Warehouse Facility Agreements on the closing of such agreement (such order, the “Sale Order” and such agreement, the “Sale Agreement”), in form and substance reasonably acceptable to the Company Parties Required Buyers, and the Sale Order shall be in full force and effect, and shall not have been (i) vacated, reversed, or stayed, or (ii) amended or modified except as otherwise agreed to in writing by the Required First Lien Lenders andBuyers; provided that, solely with respect to in the economic treatment provided on account event the Board of Directors of the Second Lien ClaimsGuarantor and Sellers have determined to no longer pursue the Sale Agreement or a replacement Sale Agreement, reasonably acceptable to then (x) the Required Second Lien Lenders; (g) Guarantor and Sellers shall notify the Administrative Agent and the Buyers thereof no later than one hundred fifteen the date that is the sum of (115A) calendar 95 days after plus (B) five (5) Business Days following the Petition Date, the Bankruptcy Court Date and (y) Section E.2 above shall have entered the Confirmation Order in form and substance acceptable cease to the Company Parties be an alternative and the Required First Lien Lenders and, solely with respect Debtors shall be required to satisfy the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; and (h) no later than one hundred thirty (130) calendar days after the Petition Date, the Plan Effective Date shall have occurredChapter 11 Milestone set forth in Section E.1 above.

Milestones. The following Milestones milestones (the “Milestones”) shall apply to this Agreement unless extended or waived in writing by the Company Parties and the Required First Lien LendersAgreement: (a) the Petition Date shall occur by March 10, 2020; (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than five (5) calendar 45 days after the Petition Date, the Bankruptcy Court shall have entered the Interim Final DIP OrderOrder (as defined in the Plan); (db) no later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar 60 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 LendersRSA Approval Order; (gc) no later than one hundred fifteen 90 days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order; (115d) calendar no later than 150 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order in form and substance acceptable to (the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account date of entry of the Second Lien ClaimsConfirmation Order, reasonably acceptable to the Required Second Lien Lenders“Confirmation Date”); and (he) no later than one hundred thirty 21 days following the Confirmation Date, the Effective Date (130as defined in the Plan) calendar shall have occurred. The Debtors may extend or obtain a waiver of a Milestone with the express prior written consent of the Requisite Majority Consenting Secured Noteholders. For the avoidance of doubt, the Requisite Majority Consenting Unsecured Noteholders agree that their consent shall not be required to extend or waive any Milestone and that the extension or waiver of any Milestone shall not constitute grounds for a Consenting Unsecured Noteholder Termination Event (as defined below). For the further avoidance of doubt and without limitation of the rights otherwise granted to Consenting Unsecured Noteholders under Sections 7 and 8 hereof, the foregoing shall not affect the rights of Requisite Majority Consenting Unsecured Noteholders to declare that a Consenting Unsecured Termination Event has occurred under Section 8(h) hereof due to the failure of the Confirmation Order to be entered within 180 days after the Petition Date, Date or the Plan Effective Date shall to occur within 21 days following the Confirmation Date (regardless of whether the Requisite Majority Consenting Secured Noteholders have occurredconsented to a waiver or extension of the milestones in paragraph (d) or (e) of this Section 4.)

Milestones. The On and after the Agreement Effective Date, the Company Parties shall implement the Restructuring Transactions in accordance with the following Milestones shall apply milestones (as any such milestone may be extended in writing by the Required Consenting Parties (which extension may be via electronic mail of counsel to this Agreement the Consenting Parties)), unless extended or waived in writing by the Company Required Consenting Parties and (which waiver may be via electronic mail of counsel to the Required First Lien Lenders:Consenting Parties): (a) the Petition Date shall occur by March 10, 2020; (b) no not later than 11:59 p.m., prevailing Eastern Time, on the Petition date that is five Business Days following the Agreement Effective Date, the Company Parties shall have filed the First Day Pleadings with the Bankruptcy Court;Court motions to approve (i) the Convertible B Commitment Letter and (ii) the DIP Facility. (cb) no not later than five (5) 11:59 p.m., prevailing Eastern Time, on the date that is 30 calendar days after following the Petition Datedate 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 Interim 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 earlier to 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 DIP Order, the First Lien Paydown (as defined in the DIP Term Sheet) shall have been made; (d) no not later than thirty-five (35) calendar days after the Petition Date11:59 p.m., (i) the Bankruptcy Court shall have entered the Final DIP Orderprevailing Eastern Time, and (ii) on March 22, 2024, the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy CourtCourt each of (i) the Plan, (ii) the Disclosure Statement, and (iii) the motion to approve the Solicitation Materials; (e) no not later than fifty (50) calendar days after the Petition Date11:59 p.m., the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Dateprevailing Eastern Time, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable to the Company Parties and the Required First Lien Lenders andon June 30, 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 Date2024, the Bankruptcy Court shall have entered the Confirmation Order in form and substance 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 LendersOrder; and (hf) no not later than one hundred thirty (130) calendar days after the Petition Date11:59 p.m. prevailing Eastern Time on August 31, 2024, the Plan Effective Date shall have occurred; provided that, notwithstanding anything to the contrary set forth herein, such date shall automatically be extended by 60 calendar days to the extent necessary to obtain any authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan; provided further, that requests or applications for any such authorizations, consents, regulatory approvals, rulings, or documents are pending on August 31, 2024.

Milestones. The Credit Parties shall ensure the satisfaction of the following Milestones shall apply to this Agreement milestones (collectively, the “Milestones” and each a “Milestone”), unless waived or extended with the consent of the Requisite Lenders or waived in writing the Administrative Agent (with the written consent of the Requisite Lenders (which may be by the Company Parties and the Required First Lien Lenders:email)): (a) By no later than May 17, 2019, the Petition Date Borrower shall occur have entered into a Restructuring Support Agreement with the Ad Hoc Group of Term Lenders pursuant to which the Borrower agrees to, among other things, (a) pursue either (i) a sale of all or substantially all of the assets of the Borrowers and the other Credit Parties pursuant to Section 363 of the Bankruptcy Code or (ii) such other transaction acceptable to the Ad Hoc Group of Term Lenders and (b) commence voluntary Chapter 11 Cases by March 10no later than June 3, 20202019; (b) By no later than May 10, 2019, (i) one independent director reasonably satisfactory to the Petition DateAd Hoc Group of Term Lenders shall be appointed to the Board of Directors or similar governing body of the Borrower. Such independent director (together with any other independent directors as determined by the Board of Directors, if any) shall (i) take primary responsibility over matters relating to restructuring transactions, and (ii) report and submit recommendations with respect to restructuring transactions to the Company Parties shall have filed Board of Directors or similar governing body of the First Day Pleadings with the Bankruptcy CourtBorrower; (c) By no later than five (5) calendar days after the Petition DateMay 10, 2019, the Bankruptcy Court Borrower 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 (ii) the Company Parties shall have filed the Plan delivered to Xxxxxxxxx and the Disclosure Statement (Ad Hoc Group of Term Lenders a long term business plan through at least December 31, 2022, with a month-by-month analysis for the calendar years ending December 31, 2019 and December 31, 2020 and a quarter-by-quarter analysis for the calendar years 2021 and 2022, which plan shall include the Valuation Analysisincome statement, which balance sheet and cash flow projections and shall otherwise be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable to the Company Ad Hoc Group of Term Lenders; (d) By no later than May 17, 2019, the Borrower shall have delivered to Xxxxx Xxxx, counsel to the Ad Hoc Group of Term Lenders (i) drafts of all “first day” motions, including a first day declaration, in form and substance reasonably acceptable to Xxxxx Xxxx and (ii) draft bidding procedures and motion (including a proposed sale order) in respect of a sale or other disposition of all or substantially all of the assets of the Credit Parties under section 363 of the Bankruptcy Code, in each case in form and substance reasonably acceptable to Xxxxx Xxxx; (e) By no later than May 17, 2019, the Borrower shall have delivered to Xxxxxxxxx and the Required First Lien Ad Hoc Group of Term Lenders and(i) an analysis of critical vendors, solely together with respect an analysis of all past due payables and contracts or leases subject to potential rejection that would give rise to unsecured claims in the Chapter 11 Cases, which analysis shall quantify the total pool of potential unsecured claims in the Chapter 11 Cases (the “GUC Pool”), and a proposal for how to address the GUC Pool in the Chapter 11 Cases, (ii) an analysis of expected operational savings resulting from the Chapter 11 Cases, including as a result of the rejection of leases, the termination of contracts and other operational initiatives and (iii) a sizing and needs analysis for potential emergence financing; (f) By no later than May 10, 2019, the Borrower shall have delivered to the economic treatment provided on account Ad Hoc Group of Term Lenders a budget for the Second Lien ClaimsChapter 11 Cases, in form and substance reasonably acceptable to the Required Second Lien Requisite Lenders; (g) By no later than one hundred fifteen (115) calendar days after the Petition DateMay 17, 2019, the Bankruptcy Court Company shall have entered prepared a buyer list/contact log, process timeline with milestones, request for proposals and confidential information memorandum in respect of a sale or other disposition of all or substantially all of the Confirmation Order assets of the Credit Parties under section 363 of the Bankruptcy Code, in each case in form and substance acceptable satisfactory 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 Requisite Lenders; and (h) By no later than one hundred thirty (130) calendar days after the Petition DateMay 30, 2019, the Plan Effective Date Company and the Ad Hoc Group of Term Lenders shall have occurredagreed upon mutually satisfactory credit document with respect to a superpriority debtor-in-possession credit facility, which form shall provide, among other things, that all Term Loans shall roll into loans under such debtor-in-possession credit facility.

Milestones. The following Milestones HERO Entities shall apply to implement the transactions contemplated by this Agreement unless extended or waived in writing by the Company Parties Term Sheet and the Required RSA on the following timeline: • The Debtors shall have commenced the solicitation of votes to accept or reject the Plan for holders of First Lien Lenders: (a) the Petition Date shall occur by March 10Claims and for holders of HERO Common Stock on or before May 31, 2020; (b) no later than the Petition Date, the Company Parties 2016; • The Debtors shall have filed concluded the solicitation of votes to accept or reject the Plan and tabulated such votes on or before June 3, 2016 for holders of First Day Pleadings with Lien Claims and June 28, 2016 for holders of HERO Common Stock; • The Debtors shall have commenced the Bankruptcy Court; (c) no later than five (5) calendar days after the Petition DateChapter 11 Cases on or before 7:00 a.m. New York time on June 6, the 2016; • The Bankruptcy Court shall have entered the Interim DIP Order; (d) no later than thirty-five (35) calendar interim Cash Collateral Order by the date that is three business days after the Petition Date, (i) the ; • The Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement final Cash Collateral Order in form and substance reasonably acceptable to the Company Parties Debtors and the Required First Lien Requisite Consenting Lenders and, solely with respect to by 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 date that is thirty days after the Petition Date; The Bankruptcy Court shall have established a limited claims bar date for specific contingent and unliquidated claims, including, but not limited to, any claims asserting liability for personal injury, and claims in an amount in excess of $300,000 (collectively, the “Specified Claims”), in form and substance reasonably acceptable to the Debtors and the Requisite Consenting Lenders, of on or before July 29, 2016; provided, however, that the Specified Claims shall specifically not include (i) claims of any taxing authorities; (ii) rejection damages claims; or (iii) any claims of the Executives (as defined below) or other employees who are parties to severance agreements with the Debtors; and the Executives and the other employees who are parties to severance agreements with the Debtors shall not be required to file any proofs of claim unless their applicable employment and/or severance agreements are rejected under the Plan by an order of the Court, which may be the Confirmation Order and such Executive or other employee has not been provided alternative severance compensation pursuant to the terms of the Plan or another agreement with the Debtors (with the consent of the Requisite Consenting Lenders) or the Wind Down Entity; EXECUTION VERSION • The Bankruptcy Court shall have entered the Disclosure Statement Order and Confirmation Order by August 2, 2016; • The Plan shall have been consummated by August 16, 2016. For the avoidance of doubt, the Debtors shall use commercially reasonable efforts to obtain the earliest possible date for hearing on confirmation of the Plan as the Bankruptcy Court may provide and the failure by the Debtors to satisfy any of the conditions set forth in form and substance acceptable this section entitled “Milestones” shall constitute an “Lender Termination Event” under section 11 of the RSA. Marketing Process: Throughout the Chapter 11 Cases, to the Company Parties extent sale and purchase agreements for the HERO Entities’ assets have not been consummated, the Debtors and the Required other HERO Entities shall continue to market their vessels and residual assets for sale. Pursuant to the terms of the Cash Collateral Order, all proceeds of sales of assets that secure repayment of amounts due to the First Lien Lenders and, solely with respect and the First Lien Agent under the First Lien Credit Agreement during the pendency of the Chapter 11 Cases shall be distributed to the economic treatment provided on account First Lien Agent to repay the First Lien Claims in accordance with the terms of the Second First Lien Credit Agreement; provided, however, that all proceeds of sales of assets owned by the non-Debtor subsidiaries shall first be used to satisfy the outstanding liabilities of such non-Debtor subsidiaries and the excess, if any, shall thereafter be distributed to the First Lien Agent to repay the First Lien Claims; and provided, reasonably acceptable further, that, to the Required Second extent that $420 million has been paid to the First Lien Lenders; and Lenders (h) no later inclusive of the Escrow Release Payment and any payments of principal or Applicable Premium under the First Lien Credit Agreement previously made to the First Lien Lenders during the Chapter 11 Cases, but exclusive of interest and periodic adequate protection payments other than one hundred thirty (130) calendar days after adequate protection payments designated as principal payments or payments of Applicable Premium), subject to the Petition Dateimmediately preceding proviso, the next $15 million in proceeds of asset sales shall be reserved by the Debtors for payment of the Shareholder Supplemental Cash Distribution (as defined below) in the event the class of HERO Common Stock has voted to accept the Plan Effective Date shall have occurred(the “Shareholder Supplemental Cash Distribution Reserve”).

Milestones. The following Milestones shall apply to this Agreement unless extended or waived in writing by the Company Parties Parties, the Consenting Investor, and the Required First Lien LendersConsenting Noteholders: (a) no later than October 20, 2023, the Petition Date Company Parties shall occur by March 10commence the Solicitation, 2020and shall not, without the prior written consent of the Consenting Investor and the Required Consenting Noteholders, withdraw or modify the Solicitation; (b) no later than one (1) Business Day following the commencement of the Solicitation, the Petition Date, the Company Parties Date shall have filed the First Day Pleadings with the Bankruptcy Courtoccurred; (c) no later than five one (51) calendar day after the Petition Date, the Debtors shall have filed with the Bankruptcy Court (i) the Plan; (ii) the Disclosure Statement; (iii) the Solicitation Procedures Motion, (iv) the DIP Motion, and (v) the Bidding Procedures Motion; (d) no later than two (2) Business Days following the Petition Date, subject to Bankruptcy Court availability, the Bankruptcy Court shall have entered (i) the Interim DIP Order and (ii) the order approving the Solicitation Procedures Motion; (e) no later than fourteen (14) calendar days after following the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Bidding Procedures Order; (df) no later than thirtytwenty-five one (3521) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the Company Parties shall have filed the Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after following the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to commence the Company Parties and the Required First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in 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 LendersReverse Dutch Election Opportunity; (g) no later than one hundred fifteen forty-five (11545) calendar days after following the Petition Date, the Bankruptcy Court shall have entered the Confirmation Final DIP Order in form and substance 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 LendersConfirmation Order; and (h) no later than one hundred thirty sixty (13060) calendar days after following the 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; provided, further, that the Outside Date may be further extended by the consent of the Consenting 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.