Common use of The Backstop Commitment Clause in Contracts

The Backstop Commitment. On and subject to the terms and conditions hereof, each Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date, the number of Unsubscribed Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed Shares (provided, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicable), rounded among the Commitment Parties solely to avoid fractional shares as the Commitment Parties may determine in their sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of the Commitment Parties). The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, however, that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Per Share Purchase Price.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Approval Order, each HoldCo Noteholders Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each HoldCo Equityholders Commitment Party agrees, severally and not jointly, to fully exercise (or cause certain of its and its affiliates’ managed funds and/or accounts to fully exercise) all Subscription Rights that are owned by it (or such managed funds or accounts) as of the Rights Offering Expiration Time pursuant to the Rights Offerings, respectively, and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided, that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the Company and the Reorganized Debtors as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each HoldCo Noteholders Commitment Party agrees, severally and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company agrees to shall sell to such HoldCo Noteholders Commitment PartyParty (or such managed funds or accounts), on the Closing DateDate for the applicable aggregate Per Share Purchase Price, the number of HoldCo Noteholders Unsubscribed Shares equal to (ax) such HoldCo Noteholders Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage multiplied by (by) the aggregate number of HoldCo Noteholders Unsubscribed Shares (providedsuch obligation to purchase, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable “HoldCo Noteholders Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicableCommitment”), rounded among the HoldCo Noteholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in their its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of the such HoldCo Noteholders Commitment Parties). The obligations of the ) and (b) each HoldCo Equityholders Commitment Parties Party agrees, severally and not jointly, to purchase Unsubscribed Shares as described in this Section 2.2 (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Reorganized Company shall be referred sell to as the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each such HoldCo Equityholders Commitment Party of a written put election notice (or such managed funds and/or accounts), on the “Put Election”); provided, however, that Closing Date for the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the applicable aggregate Per Share Purchase Price, the number of HoldCo Equityholders Unsubscribed Shares equal to (x) such HoldCo Equityholders Commitment Party’s HoldCo Equityholders Backstop Commitment Percentage multiplied by (y) the aggregate number of HoldCo Equityholders Unsubscribed Shares (such obligation to purchase, the “HoldCo Equityholders Backstop Commitment”), rounded among the HoldCo Equityholders Commitment Parties solely to avoid fractional shares as the applicable Requisite Commitment Parties may determine in its sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of such HoldCo Equityholders Commitment Parties).

The Backstop Commitment. On and subject to the terms and conditions hereof, each Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise including entry of the Put OptionBackstop Commitment Agreement Approval Order, each Commitment Backstop Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and the Plan, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Party shall be liable to each non-Defaulting Backstop Party, the Company and Reorganized Chesapeake as a result of a Backstop Party Default by such Defaulting Backstop Party hereunder. In connection with the Rights Offering, and on and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Backstop Party agrees, severally and not jointly (in accordance with its Backstop Commitment Percentage), to purchase, and the Company agrees to Reorganized Chesapeake shall sell to such Commitment PartyBackstop Party (or Related Purchaser), on the Closing DateDate for the applicable aggregate Per Share Purchase Price, (a) the number of Unsubscribed Shares equal to (ai) such Commitment Backstop Party’s Backstop Commitment Percentage Percentage, multiplied by (bii) the aggregate number of Unsubscribed Shares and (providedb) the number of Direct Investment Shares equal to (i) such Backstop Party’s Backstop Commitment Percentage, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by (ii) the applicable aggregate number of Direct Investment Shares (such obligations, the “Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicableCommitment”), in each case rounded among the Commitment Backstop Parties solely to avoid fractional shares as the Commitment Required Backstop Parties may determine in their sole discretion (provided, provided that in no event shall such rounding reduce the aggregate commitment of the Commitment Backstop Parties). The obligations of Notwithstanding anything to the Commitment contrary, the Backstop Parties shall not be required to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as exercise their Subscription Rights or their Direct Investment Rights until the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, however, date that the Put Option shall automatically Company and irrevocably be deemed the Backstop Parties reasonably agree is approximately three (3) Business Days prior to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Per Share Purchase PricePlan Effective Date.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each Unsecured Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each Secured Commitment Party agrees, severally and not jointly, to purchasefully exercise (or to cause certain of its and its Affiliated Funds to fully exercise) all Subscription Rights that are issued to it pursuant to the Unsecured Rights Offering and Secured Rights Offering, respectively, and the Company agrees duly and timely purchase all Rights Offering Shares issuable to sell it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, on the Closing Date, Company and the number Reorganized Company as a result of Unsubscribed Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number any breach of Unsubscribed Shares (its obligations hereunder; provided, further that, for the avoidance of doubt, to the extent any Commitment Party does not fully exercise (or cause certain of its and its Affiliated Funds to fully exercise) all Subscription Rights that are issued to it pursuant to the Rights Offerings and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such applicable portion of exercise, such Commitment Party shall not be permitted to elect that any Unsubscribed Shares or Available Shares purchased by such Commitment Party be issued as Preferred Shares pursuant to this Section 2.2 and Section 2.3. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each Unsecured Commitment Party agrees, severally and not jointly, to purchase (or to cause certain of its Affiliated Funds to purchase), and the Reorganized Company shall be multiplied by sell to such Unsecured Commitment Party (or such Affiliated Funds), on the Closing Date for the applicable aggregate Per Equity Share Purchase Price the number of Unsecured Unsubscribed Shares equal to (x) such Unsecured Commitment Party’s Unsecured Backstop Commitment Percentage for multiplied by (y) the aggregate number of Unsecured Unsubscribed Shares (such Commitment Party set forth on Schedule 2A or Schedule 2Bobligation to purchase, as applicablethe “Unsecured Backstop Commitment”), rounded among the Unsecured Commitment Parties solely to avoid fractional shares as the Commitment Parties Required Supporting Unsecured Noteholders may determine in their sole discretion (provided, provided that in no event shall such rounding reduce the aggregate commitment of the such Unsecured Commitment Parties). The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, howeverthat, notwithstanding the foregoing, the Unsecured Commitment Parties purchasing such Unsecured Unsubscribed Shares shall be able to elect, in each Unsecured Commitment Party’s sole discretion, that the Put Option shall automatically such Unsecured Unsubscribed Shares be issued as either Common Shares or Preferred Shares (or some combination of each) and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by (b) each Secured Commitment Party agrees, severally and not jointly, to purchase (or to cause certain of its Affiliated Funds to purchase), and the Reorganized Company shall sell to such Secured Commitment Party (or such Affiliated Funds), on the Closing Date for the applicable aggregate Per Equity Share Purchase Price the number of Secured Unsubscribed Shares equal to (x) such Secured Commitment Party’s Secured Backstop Commitment Percentage multiplied by (y) the aggregate number of Secured Unsubscribed Shares (such obligation to purchase, the “Secured Backstop Commitment”), rounded among the Secured Commitment Parties solely to avoid fractional shares as the Required Supporting Secured Noteholders may determine in respect their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Secured Commitment Parties); provided, that, notwithstanding the foregoing, the Secured Commitment Parties purchasing such Secured Unsubscribed Shares shall be able to elect, in each Unsubscribed Share Secured Commitment Party’s sole discretion, that such Commitment Party is obligated to purchase under its Backstop Commitment shall Secured Unsubscribed Shares be the Per Share Purchase Priceissued as either Common Shares or Preferred Shares (or some combination of each).

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the BCA Consummation Approval Order, each Commitment Party hereby grants to the Company MPM an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each Commitment Party agrees, severally and not jointly, to purchase, and the Company MPM agrees to sell to such Commitment Party, on the Closing Date, the number of Unsubscribed Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed Shares (provided, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicable)Shares, rounded among the Commitment Parties solely to avoid fractional shares as the Commitment Parties may determine in their sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of the Commitment Parties)discretion. The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”. The Company MPM may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, however, provided that the Put Option shall automatically and irrevocably be deemed to have been exercised by the CompanyMPM, without the need for delivery of a written notice or the taking of any other further action by the Company MPM or any other any Person, if the conditions set forth in Sections 7.3(e) and 7.3(f) shall have been satisfied or waived in accordance with this Agreement. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Per Share Purchase Price.

The Backstop Commitment. On the terms and subject to the terms and conditions hereof, including entry of the BCA Approval Order and the Rights Offering Procedures Order by the Bankruptcy Court, in the Rights Offering each Commitment Backstop Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Backstop Party to purchase all Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Commitment Agreement. Upon the exercise of the Put Option, each Commitment Backstop Party agrees, severally and not jointly, to purchase, and the Company agrees to issue and sell to such Commitment Backstop Party, on the Closing DateDate and for the Purchase Price, the number of Unsubscribed Shares equal to (a) such Commitment Backstop Party’s Backstop Commitment Percentage multiplied by (b) of the aggregate number total amount of Unsubscribed Shares (provided, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicable)Shares, rounded among between the Commitment Backstop Parties solely to avoid fractional shares as the Commitment Parties may determine in their sole discretion (providedshares, it being understood that in no event shall such rounding reduce cause the aggregate commitment of Purchase Price for the Commitment Parties). The obligations of Primary Shares and the Commitment Parties Unsubscribed Shares to be less than $250.0 million; provided, that, in no event shall the Unsubscribed Shares each Backstop Party is committing to purchase include those Primary Shares that were not purchased in the Rights Offering by another Backstop Party (such obligation to purchase the Unsubscribed Shares as described in this Section 2.2 shall be referred to as Shares, the “Backstop Commitment”). Notwithstanding anything to the contrary contained in this Commitment Agreement, and subject to Section 2.6, the Backstop Parties may agree, among themselves, to reallocate their Backstop Commitment Percentages without any consent or approval of any other Party; provided, however, any such agreement among the Backstop Parties shall require the consent or approval of all Backstop Parties affected by such reallocation. The Company may shall exercise the Put Option by delivery to each Commitment Backstop Party of a written put election notice (the “Put Election”)notice; provided, however, that the Put Option shall automatically and irrevocably be deemed to have been exercised in full by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by each , if the conditions set forth in Sections 7.2(a) and 7.2(b) shall have been satisfied or waived in accordance with this Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Per Share Purchase PriceAgreement.

The Backstop Commitment. (a) Subject to Section 2.02(b) and Section 2.06, on and subject to the terms and conditions hereof, including entry of the BCA Approval Order and BCA Consummation Approval Order by the Bankruptcy Court, each Backstop Party hereby agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Party shall be liable to each non-Defaulting Backstop Party, the Company and Reorganized Legacy Reserves as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, each Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise including entry of the Put OptionConfirmation Order, each Commitment Backstop Party agrees, severally and not jointly, to purchase, and the Company agrees to Reorganized Legacy Reserves shall sell to such Commitment Backstop Party, on the Closing DateDate for the applicable aggregate Per Share Price, the number of Unsubscribed Shares equal to (ax) such Commitment Backstop Party’s Backstop Commitment Percentage multiplied by (by) the aggregate number of Unsubscribed Shares (providedsuch obligation to purchase, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable “Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicableCommitment”), rounded among the Commitment Backstop Parties solely to avoid fractional shares as the Commitment Required Backstop Parties may determine in their sole discretion (provided, provided that in no event shall such rounding reduce the aggregate commitment of the Commitment Partiesany Backstop Party). The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, however, that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Per Share Purchase Price.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the BCA Consummation Approval Order, each Commitment Backstop Party hereby (a) agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering in respect of its Beneficially Controlled Votable Claims and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan and (b) grants to the Company an option (collectively, the “Put Option”) to require such Commitment Backstop Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each Commitment Backstop Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Backstop Party, on the Closing Date, the number of Unsubscribed Shares equal to (a) such Commitment Backstop Party’s Backstop Commitment Percentage multiplied by (b) of the aggregate number amount of Unsubscribed Shares (provided, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicable)Shares, rounded among the Commitment Backstop Parties solely to avoid fractional shares as the Commitment Backstop Parties may determine in their sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of the Commitment Parties)discretion. The obligations of the Commitment Backstop Parties to purchase Unsubscribed Shares as described in this Section 2.2 2.02 shall be referred to as the “Backstop Commitment”. .” The Company may exercise the Put Option by delivery to each Commitment Backstop Party of a written put election notice (the “Put Election”); providednotice, however, provided that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any other further action by the Company or any other Person. The purchase price payable by each Commitment Party , if the conditions set forth in respect of each Unsubscribed Share Section 7.01(e), Section 7.01(f) and Section 7.01(g) shall have been satisfied or waived in accordance with this Agreement and the Company has not provided the Backstop Parties with written notice that such Commitment Party is obligated to purchase under its Backstop Commitment shall be it will not exercise the Per Share Purchase PricePut Option.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Approval Order, each Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date, the number of Unsubscribed Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed Shares (provided, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B2, as applicablesubject to any restrictions set forth thereon), rounded among the Commitment Parties solely to avoid fractional shares as the Commitment Parties may determine in their sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of the Commitment Parties). The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, however, that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Per Share Purchase Price.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each Unsecured Commitment Party hereby grants and each Secured Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Company an option (collectivelyUnsecured Rights Offering and Secured Rights Offering, respectively, and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on Company and the Closing Date Reorganized Company as a result of any breach of its obligations hereunder. On and subject to the terms and conditions of this Agreement. Upon the exercise hereof, including entry of the Put OptionConfirmation Order, (a) each Unsecured Commitment Party agrees, severally and not jointly, to purchase, and the Reorganized Company agrees to shall sell to such Unsecured Commitment Party, on the Closing DateDate for the applicable aggregate Per Share Discounted Purchase Price, the number of Unsecured Unsubscribed Shares equal to (ax) such Unsecured Commitment Party’s Unsecured Backstop Commitment Percentage multiplied by (by) the aggregate number of Unsecured Unsubscribed Shares (providedsuch obligation to purchase, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable “Unsecured Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicableCommitment”), rounded among the Unsecured Commitment Parties solely to avoid fractional shares as the Commitment Parties Steering Committee of the Ad Hoc Group of Unsecured Noteholders may determine in their its sole discretion (provided, provided that in no event shall such rounding reduce the aggregate commitment of such Unsecured Commitment Parties) and (b) each Secured Commitment Party agrees, severally and not jointly, to purchase, and the Reorganized Company shall sell to such Secured Commitment Party, on the Closing Date for the applicable aggregate Per Share Discounted Purchase Price, the number of Secured Unsubscribed Shares equal to (x) such Secured Commitment Party’s Secured Backstop Commitment Percentage multiplied by (y) the aggregate number of Secured Unsubscribed Shares (such obligation to purchase, the “Secured Backstop Commitment”), rounded among the Secured Commitment Parties solely to avoid fractional shares as the Steering Committee of the Ad Hoc Group of Secured Noteholders may determine in its sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Secured Commitment Parties). The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, however, that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Per Share Purchase Price.

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, each Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise including entry of the Put OptionBCA Approval Order and the Confirmation Order, each Commitment Backstop Party agrees, severally and not jointly, to purchasesubscribe for, and the Company agrees to sell Parent Issuer and the Subsidiary Issuer, as applicable, shall issue to such Commitment Backstop Party, on the Closing DateDate at the applicable Subscription Price, the number amount of Unsubscribed Shares Securities equal to (a) such Commitment Backstop Party’s Backstop Commitment Percentage multiplied by of the aggregate Unsubscribed Securities under (bi) the aggregate number Guaranteed Notes Allocation (in the case of Unsubscribed Shares the Ad Hoc Guaranteed Group Backstop Parties) or (providedii) the Legacy Notes Allocation (in the case of the Ad Hoc Legacy Group Backstop Parties), that, in accordance with this Agreement (such obligation to subscribe for the avoidance of doubtUnsubscribed Securities, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicable), rounded among the Commitment Parties solely to avoid fractional shares as the Commitment Parties may determine in their sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of the Commitment Parties). The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, however, that the Put Option in no event shall automatically and irrevocably any rounding of Unsubscribed Securities to be deemed to have been exercised subscribed for by the CompanyBackstop Parties solely to avoid fractional interests cause the aggregate Subscription Price for the Rights Offering Securities to be less than Two Hundred Million Dollars ($200,000,000). Notwithstanding anything to the contrary contained herein, without in connection with any undersubscription of the need for delivery Guaranteed Notes Allocation, the Ad Hoc Legacy Group Backstop Parties shall have the exclusive right (but not the obligation) (the “Legacy Undersubscription Rights”) to subscribe for, upon the expiration of a written notice or the taking Offering Period, the first Six Million Dollars ($6,000,000) of any further action by Unsubscribed Securities that were unsubscribed under the Company or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Guaranteed Notes Allocation, pro rata based on their respective Backstop Commitment shall be Percentages (as among the Per Share Purchase PriceAd Hoc Legacy Group Backstop Parties only), before the Ad Hoc Guaranteed Group Backstop Parties are required to subscribe for such Unsubscribed Securities pursuant to the Backstop Commitment.

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the BCA Consummation Approval Order, each Commitment Backstop Party hereby (a) agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan and (b) grants to the Company an option (collectively, the “Put Option”) to require such Commitment Backstop Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put Option, each Commitment Backstop Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Backstop Party, on the Closing Date, the number of Unsubscribed Shares equal to (a) such Commitment Backstop Party’s Backstop Commitment Percentage multiplied by (b) of the aggregate number amount of Unsubscribed Shares (provided, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicable)Shares, rounded among the Commitment Backstop Parties solely to avoid fractional shares as the Commitment Backstop Parties may determine in their sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of the Commitment Parties)discretion. The obligations of the Commitment Backstop Parties to purchase Unsubscribed Shares as described in this Section 2.2 2.02 shall be referred to as the “Backstop Commitment”. .” The Company may exercise the Put Option by delivery to each Commitment Backstop Party of a written put election notice (the “Put Election”); providednotice, however, provided that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any other further action by the Company or any other Person. The purchase price payable by each Commitment Party , if the conditions set forth in respect of each Unsubscribed Share Section 7.01(e), Section 7.01(f) and Section 7.01(g) shall have been satisfied or waived in accordance with this Agreement and the Company has not provided the Backstop Parties with written notice that such Commitment Party is obligated to purchase under its Backstop Commitment shall be it will not exercise the Per Share Purchase PricePut Option.