Common use of Restructuring Term Sheet Clause in Contracts

Restructuring Term Sheet. This term sheet (this “Restructuring Term Sheet”) contains certain material terms and conditions of the proposed restructuring (the “Restructuring Transactions”) of CalAmp Corp. (“CalAmp”), CalAmp Wireless Networks Corporation (“CWNC”), LoJack Global LLC (“LoJack”), and Synovia Solutions, LLC (“Synovia”, and collectively with CalAmp, CWNC and LoJack, the “Company” or the “Debtors”).1 This Restructuring Term Sheet does not address all terms, conditions or other provisions that would be required in connection with the Restructuring Transactions or that will be set forth in the Plan.2 THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER, ACCEPTANCE OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE LAW, INCLUDING SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, DEEMED BINDING ON ANY OF THE PARTIES HERETO. THIS RESTRUCTURING TERM SHEET IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS. ACCORDINGLY, THIS RESTRUCTURING TERM SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS. THIS RESTRUCTURING TERM SHEET IS PROVIDED IN CONFIDENCE. NEITHER THIS RESTRUCTURING TERM SHEET, NOR THE FACT THAT IT EXISTS OR THE TERMS HEREOF, MAY BE SHARED WITH ANY PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS AND THEIR RESPECTIVE LEGAL ADVISORS. THIS RESTRUCTURING TERM SHEET DOES NOT CREATE A DUTY TO NEGOTIATE IN GOOD FAITH TOWARD DEFINITIVE DOCUMENTATION AND SHALL NOT BE RELIED UPON BY ANY PERSON AS THE BASIS FOR ANY LIABILITY OR THE BASIS FOR A CONTRACT BY ESTOPPEL OR OTHERWISE.

Restructuring Term Sheet. This term sheet (this the “Restructuring Term Sheet”) contains certain material sets forth the principal terms and conditions of the proposed restructuring (Restructuring Transactions and certain related transactions concerning the “Restructuring Transactions”) of CalAmp Corp. (“CalAmp”), CalAmp Wireless Networks Corporation (“CWNC”), LoJack Global LLC (“LoJack”), Company Parties agreed to by the Consenting Creditors and Synovia Solutions, LLC (“Synovia”, and collectively with CalAmp, CWNC and LoJack, the “Company” or the “Debtors”).1 Company Parties. This Restructuring Term Sheet does not address contain a complete list of all termsterms and conditions of the potential transactions described herein. This Restructuring Term Sheet has been produced for discussion and settlement purposes only. Accordingly, this Restructuring Term Sheet and the information contained herein are entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions. This Restructuring Term Sheet is confidential and subject to applicable confidentiality provisions and agreements. The Restructuring Transactions contemplated under this Restructuring Term Sheet will be implemented pursuant to the Restructuring Support Agreement and the agreed upon restructuring Plan (תוכנית הסדר), filed concurrently or immediately after execution of the Restructuring Support Agreement, as well as all other ancillary agreements and documents, and of any other completion of definitive documents, incorporating the terms set forth herein and the closing of any restructuring shall be subject to the terms and conditions set forth in such agreed and executed definitive documents. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Restructuring Transactions, or other provisions that would be required in connection with any related restructuring or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of any Restructuring Transactions or that will be set forth related transactions. Capitalized terms used but otherwise not defined herein shall have the meaning ascribed to such terms in the Plan.2 Restructuring Support Agreement. THIS RESTRUCTURING TERM SHEET IS DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER, ACCEPTANCE OR SOLICITATION OFFER WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. OR REJECTIONS AS TO ANY PLAN, IT BEING UNDERSTOOD THAT SUCH OFFERAN OFFER OR SOLICITATION, ACCEPTANCE OR SOLICITATION IF ANY, WILL COMPLY BE MADE ONLY IN COMPLIANCE WITH ALL APPLICABLE LAW. Restructuring Transactions Overview Implementation The restructuring will be implemented through: 1. the concurrent or substantially concurrent (i) execution of the Restructuring Support Agreement and (ii) commencement by the Company of debt arrangement proceedings pursuant to Part 10 to the Israeli Insolvency and Financial Rehabilitation Law, INCLUDING SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE2018 in the District Court of Beer Sheba (the “Israeli Debt Arrangement Proceedings”); and 2. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY ORthereafter, DEEMED BINDING ON ANY OF THE PARTIES HERETOthe commencement (i) by Gamida Inc. of a case under chapter 15 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court” and, such case, the “Chapter 15 Case”) and, as necessary, (ii) any Parallel Proceedings. THIS RESTRUCTURING TERM SHEET IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE COMPANYThe Restructuring Transactions will be subject to and carried-out in accordance with the terms and conditions of the Definitive Documents, THE TERM LOAN LENDERthe Restructuring Support Agreement (including the exhibits thereto), AND THE SECURED NOTEHOLDERSand the consent requirements set forth in each of the foregoing. ACCORDINGLYThe Restructuring Transactions will be effectuated pursuant to a plan of arrangement to be filed on or immediately after the Agreement Effective Date and to be approved by the competent court under the Israeli Debt Arrangement Proceedings (the “Restructuring Plan”), THIS RESTRUCTURING TERM SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONSfollowed by (i) recognition of the Israeli Debt Arrangement Proceedings and Restructuring Plan in the Chapter 15 Case, and (ii) any additional relief in any other Parallel Proceeding in order to effectuate the Restructuring Transactions. THIS RESTRUCTURING TERM SHEET IS PROVIDED IN CONFIDENCEFollowing entry by the Israeli Court of the Confirmation Order, and after the occurrence of the other events specified in the definition of the Plan Effective Date, the Restructuring Plan shall be effective on or before the Plan Effective Date (as defined below). NEITHER THIS RESTRUCTURING TERM SHEETThe Restructuring Plan will be carried out subject to the timeline contemplated by the other milestones set forth in this Restructuring Term Sheet, NOR THE FACT THAT IT EXISTS OR THE TERMS HEREOFsubject in each case (other than with respect to the Plan Effective Date) to reasonable extensions solely in order to accommodate the respective Israeli Court’s schedule or Bankruptcy Court’s schedule as necessary, MAY BE SHARED WITH ANY PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COMPANYand as consented to by the Consenting Creditors (the “Milestones”), THE TERM LOAN LENDERprovided, AND THE SECURED NOTEHOLDERS AND THEIR RESPECTIVE LEGAL ADVISORS. THIS RESTRUCTURING TERM SHEET DOES NOT CREATE A DUTY TO NEGOTIATE IN GOOD FAITH TOWARD DEFINITIVE DOCUMENTATION AND SHALL NOT BE RELIED UPON BY ANY PERSON AS THE BASIS FOR ANY LIABILITY OR THE BASIS FOR A CONTRACT BY ESTOPPEL OR OTHERWISEthat, the Parties shall negotiate in good faith in connection with any additional funding needs of the Company as a result of the extension of any Milestones.

Restructuring Term Sheet. This term sheet (this “Restructuring Term Sheet”) contains certain Sheet”)1 summarizes the material terms and conditions of restructuring and recapitalization transactions regarding FTS International, Inc., FTS International Services, LLC, and FTS International Manufacturing, LLC (collectively, the proposed restructuring “Debtors,” and such restructuring, the “Restructuring”). The Restructuring will be accomplished through the Debtors commencing cases (the “Restructuring TransactionsChapter 11 Cases”) under chapter 11 of CalAmp Corp. title 11 of the United States Code (the “CalAmpBankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization described herein (the “Plan”). This Term Sheet is being agreed to in connection with that certain Second Amended & Restated Restructuring Support Agreement, dated as of August 22, 2020 (the “RSA”), CalAmp Wireless Networks Corporation (“CWNC”)to which this Term Sheet is attached as Exhibit B, LoJack Global LLC (“LoJack”)by and among the Debtors and certain Consenting Creditors parties thereto from time to time. Pursuant to the RSA, the parties thereto have agreed to support the transactions contemplated therein and herein; provided that in the event of any inconsistency between this Term Sheet and the RSA, the RSA shall control in all respects. This summary is being presented for discussion and settlement purposes, and Synovia Solutions, LLC (“Synovia”, is entitled to protection from any use or disclosure to any person pursuant to Rule 408 of the Federal Rules of Evidence and collectively with CalAmp, CWNC and LoJack, the “Company” or the “Debtors”).1 any other rule of similar import. This Restructuring Term Sheet does not address include a description of all of the terms, conditions or conditions, and other provisions that would are to be required contained in connection the definitive documentation governing the Restructuring, which remain subject to negotiation and completion in accordance with the RSA and applicable law; provided that such terms, conditions, and other provisions shall be consistent with the Term Sheet and RSA and otherwise acceptable to the Consenting Creditors. The Restructuring Transactions will not contain any material terms or conditions that will be are inconsistent in any material respect with this Term Sheet or the RSA. 1 Capitalized terms used but not otherwise defined in this Term Sheet have the meanings ascribed to such terms as set forth on Exhibit A attached hereto or the RSA, as applicable; provided that in the Plan.2 THIS RESTRUCTURING TERM SHEET IS NOT AN OFFERevent of any inconsistency between this Term Sheet and the RSA, ACCEPTANCE OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE LAW, INCLUDING SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, DEEMED BINDING ON ANY OF THE PARTIES HERETO. THIS RESTRUCTURING TERM SHEET IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS. ACCORDINGLY, THIS RESTRUCTURING TERM SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS. THIS RESTRUCTURING TERM SHEET IS PROVIDED IN CONFIDENCE. NEITHER THIS RESTRUCTURING TERM SHEET, NOR THE FACT THAT IT EXISTS OR THE TERMS HEREOF, MAY BE SHARED WITH ANY PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS AND THEIR RESPECTIVE LEGAL ADVISORS. THIS RESTRUCTURING TERM SHEET DOES NOT CREATE A DUTY TO NEGOTIATE IN GOOD FAITH TOWARD DEFINITIVE DOCUMENTATION AND SHALL NOT BE RELIED UPON BY ANY PERSON AS THE BASIS FOR ANY LIABILITY OR THE BASIS FOR A CONTRACT BY ESTOPPEL OR OTHERWISEthe RSA shall control in all respects.

Restructuring Term Sheet. 1 Terms used herein but defined shall have the meaning ascribed to them in the Restructuring Support Agreement. This term sheet (this “Restructuring Term Sheet”) contains certain material terms and conditions of the proposed restructuring , which is Exhibit A to a Restructuring Support Agreement dated March 13, 2020 (the “Restructuring Transactions”) of CalAmp Corp. (“CalAmpSupport Agreement”), CalAmp Wireless Networks by and among Internap Corporation and certain of its affiliates and subsidiaries (“CWNC”), LoJack Global LLC (“LoJack”), and Synovia Solutions, LLC (“Synovia”, and collectively with CalAmp, CWNC and LoJackcollectively, the “Company” or the “Debtors”).1 This Debtors”) and the Consenting Lenders, describes the proposed terms of the Company’s restructuring (the “Restructuring”). The Company will implement the Restructuring through a prepackaged plan of reorganization under chapter 11 of the Bankruptcy Code, which shall be consistent with the terms of this Restructuring Term Sheet does not address all terms, conditions and the Restructuring Support Agreement (as it may be amended or other provisions that would be required supplemented from time to time in connection accordance with the terms of the Restructuring Transactions or that Support Agreement, the “Plan”), in voluntary chapter 11 cases (the “Chapter 11 Cases”) to be commenced in the Bankruptcy Court. This Term Sheet incorporates the rules of construction set forth in section 102 of the Bankruptcy Code. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Restructuring Support Agreement and in Annex 1 hereto. Debtors Internap Corporation (“INAP”), Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc., and Internap Technology Solutions Inc. Summary Subject in all respects to and as provided by the other terms of this Restructuring Term Sheet and the Restructuring Support Agreement, the Debtors will restructure their funded debt obligations by, among other things: (i) the contribution by the DIP Lenders of a $75 million DIP Facility, $70 million of which will consist of new money and $5 million of which will consist of rolled up New Incremental Loans from the New Incremental Facility; (ii) conversion of the DIP Facility into the Priority Exit Facility; (iii) entry into the New Term Loan Facility, junior in priority to the Priority Exit Facility; (iv) equitization of the Allowed Loan Claims into New Term Loans and New Common Stock; and (vi) distribution of New Warrants to Holders of Existing Equity Interests who grant releases as described below. Implementation The Debtors will effectuate the Restructuring through the Chapter 11 Cases and confirmation of the Plan, which shall be consistent with this Restructuring Term Sheet and subject to the terms and conditions set forth in the Plan.2 THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER, ACCEPTANCE OR SOLICITATION WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE LAW, INCLUDING SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, DEEMED BINDING ON ANY OF THE PARTIES HERETO. THIS RESTRUCTURING TERM SHEET IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS. ACCORDINGLY, THIS RESTRUCTURING TERM SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS. THIS RESTRUCTURING TERM SHEET IS PROVIDED IN CONFIDENCE. NEITHER THIS RESTRUCTURING TERM SHEET, NOR THE FACT THAT IT EXISTS OR THE TERMS HEREOF, MAY BE SHARED WITH ANY PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS AND THEIR RESPECTIVE LEGAL ADVISORS. THIS RESTRUCTURING TERM SHEET DOES NOT CREATE A DUTY TO NEGOTIATE IN GOOD FAITH TOWARD DEFINITIVE DOCUMENTATION AND SHALL NOT BE RELIED UPON BY ANY PERSON AS THE BASIS FOR ANY LIABILITY OR THE BASIS FOR A CONTRACT BY ESTOPPEL OR OTHERWISERestructuring Support Agreement.

Restructuring Term Sheet. This restructuring term sheet (this “Restructuring Term Sheet”) contains and the undertakings contemplated herein are non- binding, except pursuant to and in accordance with the restructuring support agreement dated 30 June 2023 between, among others, the Company, the Issuer, and certain material terms and conditions holders of the proposed restructuring Existing 2025 Notes, the New Money 2025 Notes, the New Junior Lien Notes, 2026 Notes and certain Swap Providers (the “Restructuring Transactions”) of CalAmp Corp. (“CalAmp”), CalAmp Wireless Networks Corporation (“CWNC”), LoJack Global LLC (“LoJack”Support Agreement” as amended and/or restated from time to time), and Synovia Solutionsare otherwise subject in all respects to the satisfactory completion of due diligence by the Ad Hoc Group, LLC (“Synovia”the Tranche B Providers and the negotiation, execution, and collectively with CalAmp, CWNC and LoJackdelivery of mutually acceptable definitive documentation among the Issuer, the “Company” or , the “Debtors”).1 Ad Hoc Group, the Tranche B Provider and each of the Agents acting at the direction of the Ad Hoc Group. This Term Sheet replaces and supersedes the Restructuring Term Sheet does not address all terms(as that term is defined in, conditions or other provisions that would be required in connection with and as appended at schedule 4 to, the Restructuring Transactions or Support Agreement). Capitalized terms that will be set forth are not otherwise defined in this Term Sheet have the meaning given to them in the Plan.2 Restructuring Support Agreement. THIS RESTRUCTURING TERM SHEET IS NOT BEING PROVIDED AS PART OF A PROPOSED COMPREHENSIVE COMPROMISE AND SETTLEMENT, EACH ELEMENT OF WHICH IS CONSIDERATION FOR THE OTHER ELEMENTS AND AN OFFER, ACCEPTANCE OR SOLICITATION WITH RESPECT INTEGRAL ASPECT OF THE RESTRUCTURING OF THE NOTES. THIS TERM SHEET IS SUBJECT TO ANY SECURITIES, LOANS FEDERAL RULE OF EVIDENCE 408 AND COMPARABLE STATE OR OTHER INSTRUMENTS RULES, REGULATIONS OR A SOLICITATION STATUTES OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER, ACCEPTANCE OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE LAW, INCLUDING SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODEJURISDICTION. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY ORLIABILITY, DEEMED BINDING ON ANY A STIPULATION OR A WAIVER, AND EACH STATEMENT CONTAINED HEREIN IS MADE WITHOUT PREJUDICE, SOLELY FOR SETTLEMENT PURPOSES, WITH A FULL RESERVATION AS TO ALL RIGHTS, REMEDIES AND DEFENSES OF THE PARTIES HERETO. THIS RESTRUCTURING TERM SHEET IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE COMPANYATENTO GROUP MEMBERS, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS. ACCORDINGLY, THIS RESTRUCTURING TERM SHEET IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS. THIS RESTRUCTURING TERM SHEET IS PROVIDED IN CONFIDENCE. NEITHER THIS RESTRUCTURING TERM SHEET, NOR THE FACT THAT IT EXISTS OR THE TERMS HEREOF, MAY BE SHARED WITH ANY PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COMPANYAGENTS, THE TERM LOAN LENDERAD HOC GROUP MEMBERS, THE AD HOC GROUP AND THE SECURED NOTEHOLDERS AND THEIR RESPECTIVE LEGAL ADVISORS. THIS RESTRUCTURING TERM SHEET DOES NOT CREATE A DUTY TO NEGOTIATE IN GOOD FAITH TOWARD DEFINITIVE DOCUMENTATION AND SHALL NOT BE RELIED UPON BY ANY PERSON AS THE BASIS FOR ANY LIABILITY OR THE BASIS FOR A CONTRACT BY ESTOPPEL OR OTHERWISEALL OTHER PARTIES.

Restructuring Term Sheet. October 26, 2018 This term sheet (this the “Restructuring Term Sheet”) contains certain summarizes the material terms and conditions of the proposed certain transactions in connection with a potential restructuring (the “Restructuring TransactionsTransaction”) of CalAmp Corp. the capital structure and financial obligations of Gastar Exploration Inc., a Delaware corporation (“CalAmp”), CalAmp Wireless Networks Corporation (“CWNC”), LoJack Global LLC (“LoJackGastar”), and Synovia Solutionsits subsidiary. The regulatory, LLC (“Synovia”tax, accounting, and collectively with CalAmpother legal and financial matters and effects related to the Restructuring Transaction have not been fully evaluated, CWNC and LoJack, any such evaluation may affect the “Company” or the “Debtors”).1 terms and structure of any Restructuring Transaction. This Restructuring Term Sheet does not address all terms, conditions or other provisions that would be required in connection with is attached to and made a part of the Restructuring Transactions Support Agreement (as amended, modified or that will be set forth in supplemented from time to time, the Plan.2 “RSA”), dated as of October 26, 2018, by and among the Company and the Consenting Parties (as each such term is defined below). THIS RESTRUCTURING TERM SHEET IS DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER, ACCEPTANCE OFFER OR SOLICITATION PROPOSAL WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A OR REJECTIONS AS TO ANY CHAPTER 11 PLAN WITHIN PLAN. THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. PARTIES TO THIS TERM SHEET ACKNOWLEDGE AND AGREE THAT ANY SUCH OFFER, ACCEPTANCE PROPOSAL OR SOLICITATION SOLICITATION, IF ANY, WILL COMPLY BE MADE ONLY IN COMPLIANCE WITH APPLICABLE PROVISIONS OF ALL APPLICABLE LAW, INCLUDING SECURITIES LAWS AND/. THIS RESTRUCTURING TERM SHEET DOES NOT ADDRESS ALL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH ANY POTENTIAL RESTRUCTURING. THE ENTRY INTO OR PROVISIONS THE CREATION OF ANY BINDING AGREEMENT AND THE BANKRUPTCY CODE. NOTHING CONTAINED TRANSACTIONS CONTEMPLATED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION ARE SUBJECT IN ALL RESPECTS TO THE NEGOTIATION, EXECUTION AND DELIVERY OF FACT OR LIABILITY OR, DEEMED BINDING ON ANY DEFINITIVE DOCUMENTATION IN FORM AND SUBSTANCE CONSISTENT WITH THIS RESTRUCTURING TERM SHEET AND OTHERWISE ACCEPTABLE TO THE COMPANY AND THE CONSENTING PARTIES AS WELL AS THE SATISFACTORY COMPLETION OF DUE DILIGENCE BY THE CONSENTING PARTIES HERETOIN THEIR SOLE DISCRETION. THIS RESTRUCTURING TERM SHEET IS THE PRODUCT OF HAS BEEN PRODUCED FOR DISCUSSION AND SETTLEMENT DISCUSSIONS AMONG THE COMPANY, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERSPURPOSES ONLY. ACCORDINGLY, THIS RESTRUCTURING TERM SHEET IS PROTECTED BY SUBJECT TO THE PROVISIONS OF RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER SIMILAR APPLICABLE STATUTES OR DOCTRINES STATE AND FEDERAL RULES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION AND INFORMATION EXCHANGED IN THE CONTEXT OF SETTLEMENT DISCUSSIONS. THIS RESTRUCTURING TERM SHEET IS PROVIDED AND THE INFORMATION CONTAINED IN CONFIDENCE. NEITHER THIS RESTRUCTURING TERM SHEET, NOR THE FACT THAT IT EXISTS OR THE TERMS HEREOF, MAY SHEET ARE STRICTLY CONFIDENTIAL AND SHALL NOT BE SHARED WITH ANY OTHER PARTY WITHOUT ABSENT THE EXPRESS PRIOR WRITTEN CONSENT OF THE COMPANYCONSENTING PARTIES OR THEIR COUNSEL. OVERVIEW Parties to the Restructuring Company: Gastar; Northwest Property Ventures LLC; and any other future subsidiaries of Gastar (collectively, THE TERM LOAN LENDER, AND THE SECURED NOTEHOLDERS AND THEIR RESPECTIVE LEGAL ADVISORS. THIS RESTRUCTURING TERM SHEET DOES NOT CREATE A DUTY TO NEGOTIATE IN GOOD FAITH TOWARD DEFINITIVE DOCUMENTATION AND SHALL NOT BE RELIED UPON BY ANY PERSON AS THE BASIS FOR ANY LIABILITY OR THE BASIS FOR A CONTRACT BY ESTOPPEL OR OTHERWISEthe “Company”).