Common use of Backstop Commitment Clause in Contracts

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the conditions in this Agreement, each Investor shall, severally and not jointly, purchase from the Company, and the Company shall issue to such Investor, at the Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock (the “Backstop Commitment”) equal to (i) the lesser of (A) $45,000,000 minus the aggregate proceeds of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms of and subject to the conditions in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing (i) the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Days prior to the Closing, (ii) the Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section ‎5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2. (d) The Company shall promptly use proceeds from the Rights Offering and the Backstop Commitment (i) first to pay costs of the Rights Offering and the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions).

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) Subject On and subject to the consummation terms and conditions hereof, including entry of the Rights Offering and Confirmation Order, (i) each Backstop Party other than the conditions in this Agreement, each Investor shallRCF Lender Backstop Parties agrees, severally and not jointly, purchase from the Companyto purchase, and the Company shall Issuer agrees to issue to such InvestorBackstop Party, at on the Subscription Closing Date for the applicable Purchase Price, the amount of Unsubscribed Securities equal to such InvestorBackstop Party’s Pro Rata Portion Backstop Commitment Percentage of an the aggregate number Unsubscribed Securities, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of shares this clause (i), the aggregate Backstop Commitment Percentage of Common Stock the RCF Lender Backstop Parties shall be deemed to be 0%, and the Backstop Commitment Percentages of all other Backstop Parties shall be deemed increased proportionately so that, in the aggregate, the Backstop Commitment Percentage of all such other Backstop Parties shall be 100% (such obligation to purchase the Unsubscribed Securities, the “Rights Offering Commitment”) and (ii) each Initial Backstop Party agrees, severally and not jointly, to purchase, and the Issuer agrees to issue to such Initial Backstop Party, on the Closing Date for the applicable Purchase Price, the amount of Additional Notes equal to such Initial Backstop Party’s Backstop Commitment Percentage as of August 18, 2020 of the aggregate Additional Notes in accordance with the terms of this Agreement (such obligation to purchase the Additional Notes, together with the Rights Offering Commitment, the “Backstop Commitment”) equal to (i) the lesser of (A) $45,000,000 minus the aggregate proceeds of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms of and subject to the conditions in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing (i) the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Days prior to the Closing, (ii) the Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section ‎5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2. (d) The Company shall promptly use proceeds from the Rights Offering and the Backstop Commitment (i) first to pay costs of the Rights Offering and the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions).

Backstop Commitment. (a) Subject On the terms and subject to the consummation of conditions contained herein, and in reliance on the Rights Offering representations and the conditions warranties set forth in this Agreement, each the Backstop Investor shall, severally and not jointly, purchase from the Companyhereby agrees to purchase, and the Company shall hereby agrees to sell and issue to such the Backstop Investor, at the Subscription PriceBackstop Purchase Price therefor, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock the Backstop Shares. (b) No later than one business day following the “Backstop Commitment”) equal to (i) the lesser of (A) $45,000,000 minus the aggregate proceeds of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing expiration date of the Rights Offering, the Company shall issue give, or cause to be given, to the Investors Backstop Investor, by e-mail or by electronic facsimile transmission, a notice written notification (the “Subscription Backstop Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the by Rights Offering and, accordinglyHolders, the number of then unsubscribed shares of Common Stock Stock, the aggregate purchase price to be acquired paid by the Investors Backstop Investor for all Backstop Shares pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares terms of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the this Agreement (“Backstop Acquired Shares.” (b) On the terms of and subject to the conditions in this Agreement, the closing of the Backstop Commitment (the “ClosingPurchase Price”) shall occur on and the later of (i) the third Business Day following the expiration proposed date of the Rights Offering and Closing (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurs, the “Closing Date”). (c) At If the Closing Backstop Investor (i) elects a Rights Offering Conversion (as defined in the Company shall issue Note) pursuant to each Investor its Pro Rata Portion Section 3.1 of the Note, the Backstop Acquired Shares against payment Purchase Price shall deemed to be paid by or the Backstop Investor through the automatic conversion of outstanding principal under the Note on behalf of such Investor of the aggregate Subscription Price for all such shares by wire transfer Closing Date in immediately available funds an amount equal to the account designated by the Company in writing at least three Business Days prior Backstop Purchase Price pursuant to the Closing, such Rights Offering and (ii) the Company shall deliver all other documents and certificates required to be delivered to the Investors does not elect a Rights Offering Conversion pursuant to Section ‎5.33.1 of the Note, and (iii) the Investors Backstop Investor shall deliver all documents and certificates required to be delivered to remit, via wire transfer of immediately available funds, the Company pursuant to Section ‎5.2Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of securities of the Company to affiliates of the Backstop Investor. The Company shall promptly use proceeds grant the Ownership Limit Exemption upon receipt of the representations, documents as reasonably requested by the Company from the Rights Offering and the Backstop Commitment (i) first to pay costs of the Rights Offering and the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions)Investor and/or its affiliates.

Backstop Commitment. (a) Subject to To provide assurance that the consummation of the Rights Offering DIP Facility and the Exit Facility shall be available on the terms and conditions set forth herein, in this Agreementthe Form DIP Credit Agreement and the Exit Facility Term Sheet, as applicable, each Investor shall, severally Backstop Commitment Party is pleased to advise Ascena Topco of its several and not jointly, purchase from the Company, and the Company shall issue to such Investor, at the Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock joint commitment (the “Backstop Commitment”) equal to (i) provide, itself or through one or more funds managed by such Backstop Commitment Party, the lesser of (A) $45,000,000 minus the aggregate proceeds amount of the Rights Offering or DIP Loans and Exit Term Loans, each as set forth on Schedule 1 hereto (Bas updated from time to time prior to the date that is two business days prior to the Effective Date) on the aggregate commitment listed terms set forth in the Backstop Commitment Amount column Letter, subject solely to the conditions set forth in the sections of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% Article IV of the outstanding Common Stock as a result of the transactions contemplated herein, Form DIP Credit Agreement and the maximum “Conditions to Borrowing” set forth in the Exit Facility Term Sheet that are applicable to the relevant borrowing. Each Backstop Commitment issuable Party may, at its option, arrange for the Form DIP Credit Agreement or the Exit Facility Credit Agreement, if applicable, to each Investor in connection with be executed by one or more financial institutions selected by the transactions contemplated herein shall be proportionally reduced as necessary applicable Backstop Commitment Party and reasonably acceptable to give effect to such limitation Ascena Topco (the “Nasdaq CapFronting Lender(s)”). Within two Business Days after the closing , to act as an initial lender and to fund some or all of the Rights Offering, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at Party’s Backstop Commitment, in which case the Subscription Priceapplicable Backstop Commitment Party will acquire its shares of the DIP Facility and/or Exit Facility, as applicable, by assignment from the Fronting Lender(s) in accordance with the assignment provisions of the Form DIP Credit Agreement and the Exit Facility Credit Agreement, as applicable. It is understood and agreed that the aggregate commitments under this Backstop Commitment Letter in respect of New Money DIP Loans (and the automatic conversion thereof to Exit Term Loans on the Conversion Date) are $150 million in total, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Initial Allocation, as set forth in Section 2 hereof and each Backstop Commitment are collectively referred Party hereby agrees and commits to as the “Backstop Acquired Shares.” (b) On the terms of and subject to the conditions in this Agreement, the closing such automatic conversion of the Backstop Commitment (the “Closing”) shall occur New Money DIP Loans to Exit Term Loans on the later of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurs, the “Closing Conversion Date”). (c) At the Closing (i) the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Days prior to the Closing, (ii) the Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section ‎5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2. (d) The Company shall promptly use proceeds from the Rights Offering and the Backstop Commitment (i) first to pay costs of the Rights Offering and the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions).

Backstop Commitment. (a) Subject The Parent agrees to give, or instruct the Subscription Agent to give, each Backstop Party, no later than seven (7) Business Days prior to the consummation Effective Date, a (i) written notice (the “Backstop Notice”) by overnight mail, e-mail or by electronic facsimile transmission, setting forth (A) the aggregate amount of the Rights Offering Amount for which Eligible Parties have subscribed in the Rights Offering, (B) the Unsubscribed Amount, and (C) the conditions amount equal to such Backstop Party’s Backstop Commitment Percentage multiplied by the Unsubscribed Amount (such Backstop Party’s “Backstop Amount”) which calculations shall be made in consultation with the Backstop Party Professionals; provided that the Backstop Parties may seek an upward or downward adjustment of the Backstop Amounts if such calculations are inaccurate and (ii) a subscription form to be completed by each Backstop Party to facilitate such Backstop Party’s subscriptions pursuant the rights set forth in this AgreementSection 2. The Parent or its applicable Subsidiary shall promptly provide, and/or shall instruct the Subscription Agent to provide, such written backup and documentation prepared by the Parent, the Subsidiaries and/or the Subscription Agent, as applicable, in connection with such calculations as any Backstop Party may reasonably request. (b) Subject to and in accordance with the terms and conditions set forth herein, each Investor shallBackstop Party hereby commits, severally on behalf of itself and not jointlyno other Backstop Party, purchase from the Company, and the Company shall issue to such Investor, at the Subscription Price, such Investor’s subscribe for its Pro Rata Portion of an aggregate number of shares of Common Stock Allocation in the Rights Offering and to purchase its Backstop Amount (the “Backstop Commitment”). The Backstop Commitment may not be sold, transferred, or assigned, provided that each Backstop Party, not later than the date that is four (4) equal Business Days prior to the Effective Date, may assign its Backstop Commitment (or portion thereof) to (i) a Qualified Affiliate of such Backstop Party which executes a joinder to this Agreement pursuant to which such Qualified Affiliate shall agree in writing to be bound by the lesser representations, warranties, covenants and obligations of (A) $45,000,000 minus such transferring Backstop Party under this Agreement and the aggregate proceeds RSA, shall make the representations set forth in Section 4 hereof as of the Rights Offering date of such transfer as if it was a Backstop Party or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum another Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall issue Party upon written notice to the Investors a notice (the “Subscription Notice”) Parent setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms of and subject to the conditions in this Agreement, the closing amount of the Backstop Commitment to be transferred and the name of the transferee Backstop Party. In each case, the transferring Backstop Party shall remain fully obligated for its Backstop Commitment. Not less than three (3) Business Days prior to the “Closing”Effective Date, such Backstop Party (or its permitted transferee) shall occur on the later of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing (i) the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all such shares deliver by wire transfer in immediately available funds its Backstop Commitment allocated to New First Lien Term Loan and the purchase of shares of New Preferred Equity Interests to a segregated account designated by the Company Parent in writing at least three Business Days prior to the Closing, (ii) the Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section ‎5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2. (d) The Company shall promptly use proceeds from the Rights Offering and the Backstop Commitment (i) first to pay costs of the Rights Offering and the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions)Procedures.

Backstop Commitment. (a) Subject Each Unsecured Commitment Party (i) shall fully exercise all Unsecured Subscription Rights that are issued to it pursuant to the consummation of the Unsecured Rights Offering and duly purchase all Unsecured Rights Offering Shares issuable to it pursuant to such exercise at the conditions in this AgreementPurchase Price (each an “Unsecured Subscription Rights Commitment” and, each Investor shallcollectively, severally the “Unsecured Subscription Rights Commitments”) and (ii) agrees to purchase (on a several and not jointly, purchase from joint basis) the Company, and Unsecured Rights Offering Shares (based on a price per Share equal to Plan Value less a 25% discount thereto (the Company shall issue to such Investor“Discounted Backstop Price”)) that are not purchased as part of the Unsecured Rights Offering by holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties (together with any additional Shares, at the Subscription Discounted Backstop Price, issued on account of such Investor’s Pro Rata Portion unpurchased Unsecured Rights Offering Shares to account for the Discounted Backstop Price at which the unpurchased Shares are to be sold), in accordance with the percentage set forth on Schedule IA hereto opposite the name of such Unsecured Commitment Party, as the percentage on such Schedule IA may be adjusted from time to time in accordance with Section 6 and Section 7 hereof (as to each Unsecured Commitment Party, its “Unsecured Backstop Commitment Percentage”), on the terms and subject to the conditions set forth in this Commitment Letter and in the Term Sheet (each an “Unsecured Backstop Commitment” and, collectively, the “Unsecured Backstop Commitments”). The Unsecured Subscription Rights Commitment together with the Unsecured Backstop Commitment of an aggregate number Unsecured Commitment Party are referred to herein as the “Unsecured Commitment” of shares such Unsecured Commitment Party, and, collectively with the Unsecured Commitment of Common Stock each other Unsecured Commitment Party, the “Unsecured Commitments”. (b) Each Secured Commitment Party (i) shall fully exercise all Secured Subscription Rights that are issued to it pursuant to the Secured Rights Offering and duly purchase all Secured Rights Offering Shares issuable to it pursuant to such exercise at the Purchase Price (each a “Secured Subscription Rights Commitment” and, collectively, the “Secured Subscription Rights Commitments”) and (ii) agrees to purchase (on a several and not joint basis) the Secured Rights Offering Shares (based on the Discounted Backstop Price) that are not purchased as part of the Secured Rights Offering by holders of Allowed LINN Second Lien Notes Claims that are not Secured Commitment Parties (together with any additional Shares, at the Discounted Backstop Price, issued on account of such unpurchased Secured Rights Offering Shares to account for the Discounted Backstop Price at which the unpurchased Shares are to be sold), in accordance with the percentage set forth on Schedule IB hereto opposite the name of such Secured Commitment Party, as the percentage on such Schedule IB may be adjusted from time to time in accordance with Section 6 and Section 7 hereof (as to each Secured Commitment Party, its “Secured Backstop Commitment Percentage”), on the terms and subject to the conditions set forth in this Commitment Letter and in the Term Sheet (each a “Secured Backstop Commitment” and, collectively, the “Secured Backstop Commitments”). The Secured Subscription Rights Commitment together with the Secured Backstop Commitment of a Secured Commitment Party are referred to herein as the “Secured Commitment” of such Secured Commitment Party, and, collectively with the Secured Commitment of each other Secured Commitment Party, the “Secured Commitments”. The Secured Backstop Commitments, together with the Unsecured Backstop Commitments are referred to herein as the “Backstop CommitmentCommitments”) equal to (i) the lesser of (A) $45,000,000 minus the aggregate proceeds of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1. The Secured Commitments, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Commitment issuable to each Investor in connection together with the transactions contemplated Unsecured Commitments, are referred to herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq CapCommitments”). Within two Business Days after the closing of the Rights Offering. (c) The Commitment Parties and, by countersigning this Commitment Letter, the Company shall issue Debtors, hereby agree to cooperate, negotiate in good faith and seek to execute promptly following the Investors date hereof a notice long-form “backstop commitment agreement” (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering including any exhibits and the aggregate proceeds of the Rights Offering andschedules thereto, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are hereinafter collectively referred to as the “Backstop Acquired Shares.Commitment Agreement” (b) On on terms consistent with the Term Sheet, containing such other terms as are customary for transactions of this type and subject mutually acceptable and otherwise in form and substance acceptable to the Requisite Commitment Parties and the Debtors, provided, that the parties hereto acknowledge that the only conditions precedents or termination provisions to be included in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as Agreement shall be agreed between as reflected in the Company Term Sheet. Upon its execution and the Investors (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing (i) the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment approval by or on behalf of such Investor of the aggregate Subscription Price for all such shares by wire transfer in immediately available funds to the account designated an order entered by the Company in writing at least three Business Days prior to the ClosingBankruptcy Court, (ii) the Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section ‎5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2. (d) The Company shall promptly use proceeds from the Rights Offering and the Backstop Commitment (i) first to pay costs of the Rights Offering and the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions)Agreement shall supersede this Commitment Letter.

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions in of this Agreement, in order to provide assurance that the Rights Offering will be sufficiently subscribed, the Company commits to sell and each Investor shall, severally and not jointly, Backstop Party individually commits to the Company to purchase from the Company, and at a price per share equal to the Company shall issue to such Investor, at the Rights Subscription Price, such Investor’s Pro Rata Portion of an aggregate a number of shares of Common Stock and, in the case of ST, Preferred Stock, if necessary pursuant to Section 1.2(f) (the “Backstop Commitment”) ), equal to the portion of the Backstopped Amount set forth for each Backstop Party on Schedule 1.2(a)(i); provided, that each Backstop Party’s Backstop Commitment shall be proportionately adjusted (iin the same manner as the sample adjustments on Schedule 1.2(a)(ii)) the lesser of (A) $45,000,000 minus such that the aggregate proceeds amount of the securities purchased by such Backstop Party both pursuant to its Backstop Commitment and through the exercise of its Rights and over-subscription privilege in the Rights Offering or (B) shall be equal to a percentage of the aggregate commitment listed amount of all securities purchased by the Backstop Parties, both pursuant to their Backstop Commitments and through the exercise of their pro rata Rights and over-subscription privileges in the Rights Offering, that equals such Backstop Party’s pro rata percentage of the Backstop Commitment; provided, further, that to the extent any Backstop Party fails to purchase any portion of its Backstop Commitment, each other Backstop Party shall purchase, based on its pro rata portion of the Backstop Commitment, such number of shares as is necessary to satisfy the entire Backstop Commitment Amount column up to such Backstop Party’s Backstop Commitment Limit. The amount of Annex 1Preferred Stock to be sold, divided if any, shall be equal to such amount, when combined with the amount of Common Stock to be sold pursuant hereto, as does not require ST to file any notices or other filings required by (ii) the Subscription PriceHSR Act. Notwithstanding any other section hereofFor purposes of clarity, in no case shall any Investor become all cases the beneficial owner of more than 19.9% aggregate Backstop Commitment of the outstanding Common Stock as a result of Backstop Parties shall be equal to the transactions contemplated herein, and full Backstopped Amount subject to the maximum Backstop Commitment issuable to each Investor in connection Limits for participating Backstop Parties, as applicable. (b) Simultaneous with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall issue to the Investors each Backstop Party a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds Backstopped Amount. Each Backstop Party shall immediately exercise its pro rata portion of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired SharesCommitment.” (bc) On the terms of and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the third Business Day immediately following the expiration date closing of the Rights Offering and (ii) the date that all of the conditions to the Closing set forth in Article ‎5 IV have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, K▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & F▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , or such other place, time and date as shall be agreed between the Company and the Investors ST (the date on which the Closing occurs, the “Closing Date”). (cd) At the Closing (i) Closing, the Company shall irrevocably instruct the Company’s transfer agent to issue to each Investor its Pro Rata Portion of the Backstop Parties certificates representing the Acquired Shares against payment by or on behalf of such Investor each Backstop Party of the aggregate Subscription Price for all such shares purchase price therefor by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Days two days prior to the expiration date of the Rights Offering. (e) At the Closing, (ii) the Company shall deliver pay to each Backstop Party its pro rata portion of the Backstop Option Premium, which shall be allocated as set forth on Schedule 1.2(e), as adjusted in the event that any Backstop Party fails to purchase any portion of its Backstiop Commitment and other Backstop Parties purchase such shares. The Parties intend to treat the Backstop Commitment and the Backstop Option Premium as a “put option” and a “put option premium”, respectively, for all U.S. federal income and other applicable tax purposes; (f) If any shares of Preferred Stock are issued to ST, ST shall as soon as reasonably practicable following the Closing make any filings with or notifications to the Federal Trade Commission (“FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other Governmental Entity as may be required by any other applicable federal, state or foreign Law, order or other legal restraint regulating antitrust matters (collectively, the “Antitrust Laws”) in respect of the transactions contemplated by this Agreement. In the event that the FTC or the DOJ issues a Request for Additional Information and Documentary Material under the HSR Act in relation to the transactions contemplated by this Agreement, each of ST and the Company shall take such measures as may be reasonably necessary to limit the scope of such Request, certify substantial compliance with such Request and otherwise respond to and seek to resolve any requests for information, documents, data or testimony made by the FTC or the DOJ under the HSR Act. Each of ST and the Company shall use commercially reasonable efforts to take, or cause to be taken, all other documents actions and certificates required do, or cause to be delivered done, all other things necessary, proper or advisable to secure clearance under the Investors pursuant to Section ‎5.3, HSR Act and all applicable Antitrust Laws (iiiincluding the expiration or termination of any applicable waiting period thereunder) of the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2transactions contemplated by this Agreement. (dg) The Company shall promptly use proceeds from Upon clearance under the Rights Offering HSR Act and all applicable Antitrust Laws (including the expiration or termination of any applicable waiting period thereunder), the shares of Preferred Stock issued in fulfillment of ST’s Backstop Commitment (i) first shall automatically and without any further action on the part of any Person convert to pay costs shares of the Rights Offering and the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions)Common Stock.

Backstop Commitment. (a) Subject Upon the terms and subject to the consummation conditions contained herein, the Company shall have the option to require each of the Rights Offering and the conditions in this Agreement, each Investor shallBackstop Investors, severally and not jointly, to purchase from the Company on a Closing Date, and the Backstop Investors, in reliance on the representations and warranties set forth in this Agreement and in the Purchase Agreement which are expressly incorporated herein by reference, hereby agree to purchase from the Company, and the Company shall issue Preferred Shares set forth in a Closing Notice, as applicable, subject in all respects to the limitations set forth in Section 1(d) below. The Preferred Shares that each of the Backstop Investors is required to purchase pursuant to this Section 1(a) are referred to herein as such Investor, at the Subscription Price, such Backstop Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock (the “Backstop Commitment”) equal to (i) the lesser of (A) $45,000,000 minus the aggregate proceeds of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On To the terms extent that the Company does not require the Backstop Investors to purchase their respective entire Pro Rata Share of and subject the Purchase Maximum on a Closing Date, the Company may require the Backstop Investors to purchase all or a lesser remaining percentage (provided that such percentage is the same for each Backstop Investor) of such Backstop Investor’s Pro Rata Share of the Purchase Maximum on any subsequent date (each, a “Closing Date”) by giving to the conditions in this AgreementBackstop Investors, at least five Business Days prior to such Closing Date, a written notification (a “Closing Notice”) setting forth the percentage (provided that such percentage is the same for each Backstop Investor) of such Backstop Investor’s Pro Rata Share of the Purchase Maximum that the Company requires each Backstop Investor to purchase on such Closing Date. (c) Each closing of the purchase and sale of Backstop Commitment Shares hereunder, whether on a Closing Date (the “Closing”) shall occur on the later of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)each, at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurs, the a “Closing Date”). (c) , shall be referred to as a “Closing”. At the Closing each Closing, (i) payment for the Backstop Shares that each Backstop Investor has agreed to purchase shall be effected by each such Backstop Investor wiring an amount, to an account of the Company shall issue identified to each Backstop Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of at least five days prior to such Investor of the aggregate Subscription Price for all such shares by wire transfer in immediately available funds Closing, equal to the account designated by product of (1) the Company number of Backstop Shares issuable to such Backstop Investor at such Closing (as set forth in writing at least three Business Days prior to a Closing Date Notice) and (2) the ClosingIssue Price (such amount, a “Backstop Drawdown Amount”) and (ii) the Company shall deliver all other to each Backstop Investor the Backstop Shares and such certificates, documents and certificates or instruments required to be delivered by it to such Backstop Investor pursuant to the Investors pursuant to Section ‎5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2Purchase Agreement. (d) The Company Backstop Investors shall promptly use proceeds from the Rights Offering and have no obligation to purchase Preferred Shares pursuant to this Agreement prior to January 15, 2018. The obligation of the Backstop Commitment Investors to purchase Preferred Shares hereunder shall terminate on March 31, 2018 (the “Termination Date”). Notwithstanding anything to the contrary contained herein, in no event shall (i) first any Backstop Investor be required to pay costs purchase hereunder an aggregate number of Preferred Shares in excess of its Pro Rata Share of the Rights Offering and the Backstop and initial Purchase Maximum, (ii) secondthe Backstop Investors be required to purchase hereunder an aggregate number of Preferred Shares in excess of the initial Purchase Maximum or (iii) except in the case of the last Closing Notice, shall the Backstop Investors be required to purchase any remaining Preferred Shares if the aggregate purchase price therefor is less than $500,000. As used herein, the term “Purchase Maximum” means (A) at any date of determination on or before the Termination Date, an amount equal to (1) $3 million minus (2) the aggregate purchase price of Backstop Shares purchased by the Backstop Investors hereunder on or prior to such date minus (3) without duplication, the aggregate cash proceeds may be used for general corporate purposes actually received by the Company from the sale of its equity or equity-linked securities, in a bona fide transaction, after the date hereof but on or prior to such date and (including acquisitions)B) after the Termination Date, zero.

Backstop Commitment. (a) Subject On and subject to the consummation of terms and conditions hereof, the Backstop Provider hereby grants to the Issuer an option (collectively, the “Put Option”) to require the Backstop Provider to purchase Unsubscribed Rights Offering Units on the Effective Date (as defined below) subject to the terms and the conditions in of this Agreement. On or before the first (1st) Business Day after the Subscription Expiration Date, each Investor shall, severally and not jointly, purchase from the Company, and the Company shall issue notify the Backstop Provider in writing of either (i) the election of the Issuer to such Investorrequire the Backstop Provider to purchase Unsubscribed Rights Offering Units by payment of the Backstop Purchase Amount, at which election shall include a true and accurate calculation of the Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock Backstop Purchase Amount (the “Backstop CommitmentPurchase Notice”) equal ), it being understood and agreed that the Put Option shall automatically and irrevocably be deemed to (i) have been exercised by the lesser Issuer, without the need for delivery of (A) $45,000,000 minus written notice or the aggregate proceeds taking of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become further action by the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights OfferingIssuer, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering andor any other Person, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms of and subject to if the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Closing”) Section 7.1 shall occur on the later of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived in accordance with this Agreement or (other than those conditions ii) in the event that all the Rights Offering Units have been subscribed for and purchased by their nature are the purchasers thereof in the Rights Offering, that the Issuer’s Put Option to be satisfied at require the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors Backstop Provider to purchase additional Rights Offering Units hereunder is not being exercised (the date on which the Closing occurs, the “Closing DateSatisfaction Notice”). (c) At . The Backstop Provider shall subscribe for and purchase its Backstop Purchase Amount, if any, with respect to the Closing Rights Offering Units referred to in clause (i) in the Company shall issue immediately preceding sentence (the “Backstop Purchase”) on the applicable Payment Date. The Backstop Provider hereby agrees to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for take all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Days prior to the Closing, (ii) the Company shall deliver all other documents action and certificates required to be delivered to the Investors pursuant to Section ‎5.3, execute and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company execute its Backstop Purchase and exercise all its obligations as a purchaser of Rights Offering Units pursuant to Section ‎5.2. (d) The Company shall promptly use proceeds from the Rights Offering and through the Payment Date. To the extent the Backstop Commitment (i) first Provider would require the prior approval of a regulator having jurisdiction over the Company or any of its subsidiaries to pay costs acquire New Common Stock in the Rights Offering as part of the Rights Offering Units, and such approval has not been obtained, the Backstop Provider shall receive (x) that number of shares of New Common Stock that the Backstop Provider is permitted to acquire without such regulatory approval and (iiy) second, any remaining proceeds may Limited Warrants for the balance of the shares of New Common Stock that would otherwise have been issued but for the regulatory restriction. The Limited Warrants will be used for general corporate purposes (including acquisitions)exercisable when and if the Backstop Provider provides notice to the Company that the Backstop Provider has received the requisite regulatory approval or is no longer subject to the regulatory approval as a result of its transfers of shares of New Common Stock.

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions in of this Agreement, in order to provide assurance that the Rights Offering will be sufficiently subscribed, the Company commits to sell and each Investor shall, severally and not jointly, Backstop Party individually commits to the Company to purchase from the Company, and at a price per share equal to the Company shall issue to such Investor, at the Rights Subscription Price, such Investor’s Pro Rata Portion of an aggregate a number of shares of Common Stock and, in the case of ST, Preferred Stock, if necessary pursuant to Section 1.2(f) (the “Backstop Commitment”) ), equal to the portion of the Backstopped Amount set forth for each Backstop Party on Schedule 1.2(a)(i); provided, that each Backstop Party’s Backstop Commitment shall be proportionately adjusted (iin the same manner as the sample adjustments on Schedule 1.2(a)(ii)) the lesser of (A) $45,000,000 minus such that the aggregate proceeds amount of the securities purchased by such Backstop Party both pursuant to its Backstop Commitment and through the exercise of its Rights and over-subscription privilege in the Rights Offering or (B) shall be equal to a percentage of the aggregate commitment listed amount of all securities purchased by the Backstop Parties, both pursuant to their Backstop Commitments and through the exercise of their pro rata Rights and over-subscription privileges in the Rights Offering, that equals such Backstop Party’s pro rata percentage of the Backstop Commitment; provided, further, that to the extent any Backstop Party fails to purchase any portion of its Backstop Commitment, each other Backstop Party shall purchase, based on its pro rata portion of the Backstop Commitment, such number of shares as is necessary to satisfy the entire Backstop Commitment Amount column up to such Backstop Party's Backstop Commitment Limit. The amount of Annex 1Preferred Stock to be sold, divided if any, shall be equal to such amount, when combined with the amount of Common Stock to be sold pursuant hereto, as does not require ST to file any notices or other filings required by (ii) the Subscription PriceHSR Act. Notwithstanding any other section hereofFor purposes of clarity, in no case shall any Investor become all cases the beneficial owner of more than 19.9% aggregate Backstop Commitment of the outstanding Common Stock as a result of Backstop Parties shall be equal to the transactions contemplated herein, and full Backstopped Amount subject to the maximum Backstop Commitment issuable to each Investor in connection Limits for participating Backstop Parties, as applicable. (b) Simultaneous with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall issue to the Investors each Backstop Party a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds Backstopped Amount. Each Backstop Party shall immediately exercise its pro rata portion of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired SharesCommitment.” (bc) On the terms of and subject to the conditions set forth in this Agreement, the closing of the Backstop Commitment (the “Closing”) shall occur on the later of (i) the third Business Day immediately following the expiration date closing of the Rights Offering and (ii) the date that all of the conditions to the Closing set forth in Article ‎5 IV have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , or such other place, time and date as shall be agreed between the Company and the Investors ST (the date on which the Closing occurs, the “Closing Date”). (cd) At the Closing (i) Closing, the Company shall irrevocably instruct the Company’s transfer agent to issue to each Investor its Pro Rata Portion of the Backstop Parties certificates representing the Acquired Shares against payment by or on behalf of such Investor each Backstop Party of the aggregate Subscription Price for all such shares purchase price therefor by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Days two days prior to the expiration date of the Rights Offering. (e) At the Closing, (ii) the Company shall deliver pay to each Backstop Party its pro rata portion of the Backstop Option Premium, which shall be allocated as set forth on Schedule 1.2(e), as adjusted in the event that any Backstop Party fails to purchase any portion of its Backstiop Commitment and other Backstop Parties purchase such shares. The Parties intend to treat the Backstop Commitment and the Backstop Option Premium as a “put option” and a “put option premium”, respectively, for all U.S. federal income and other applicable tax purposes; (f) If any shares of Preferred Stock are issued to ST, ST shall as soon as reasonably practicable following the Closing make any filings with or notifications to the Federal Trade Commission (“FTC”) and the United States Department of Justice (the “DOJ”) pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other Governmental Entity as may be required by any other applicable federal, state or foreign Law, order or other legal restraint regulating antitrust matters (collectively, the “Antitrust Laws”) in respect of the transactions contemplated by this Agreement. In the event that the FTC or the DOJ issues a Request for Additional Information and Documentary Material under the HSR Act in relation to the transactions contemplated by this Agreement, each of ST and the Company shall take such measures as may be reasonably necessary to limit the scope of such Request, certify substantial compliance with such Request and otherwise respond to and seek to resolve any requests for information, documents, data or testimony made by the FTC or the DOJ under the HSR Act. Each of ST and the Company shall use commercially reasonable efforts to take, or cause to be taken, all other documents actions and certificates required do, or cause to be delivered done, all other things necessary, proper or advisable to secure clearance under the Investors pursuant to Section ‎5.3, HSR Act and all applicable Antitrust Laws (iiiincluding the expiration or termination of any applicable waiting period thereunder) of the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2transactions contemplated by this Agreement. (dg) The Company shall promptly use proceeds from Upon clearance under the Rights Offering HSR Act and all applicable Antitrust Laws (including the expiration or termination of any applicable waiting period thereunder), the shares of Preferred Stock issued in fulfillment of ST’s Backstop Commitment (i) first shall automatically and without any further action on the part of any Person convert to pay costs shares of the Rights Offering and the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions)Common Stock.

Backstop Commitment. (a) Subject On the terms, subject to the consummation of conditions, and in reliance on the Rights Offering representations and the conditions warranties set forth in this Agreement, each Investor shallof the Backstop Providers hereby agrees, severally and not jointly, to purchase from on the CompanyEffective Date, and the Company shall issue to such Investor, at the Subscription Price, such Investor’s Pro Rata Portion of an aggregate a number of shares of New Common Stock (at the “Backstop Commitment”) Exercise Price equal to (i) the lesser of (A) $45,000,000 minus the aggregate proceeds such Backstop Provider’s Backstop Commitment Amount. The Backstop Commitments of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1Backstop Providers are several, divided by (ii) the Subscription Price. Notwithstanding any other section hereofnot joint, in no case shall any Investor become the beneficial owner of more than 19.9% obligations of the outstanding Common Stock as a result of the transactions contemplated hereinBackstop Providers, and the maximum such that no Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein Provider shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed liable or otherwise responsible for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Capof any other Backstop Provider. Shares The shares of New Common Stock acquired by that each of the Investors Backstop Providers is required to purchase pursuant to the this Agreement (after giving effect to any adjustment pursuant to Section 1.1) are referred to herein as such Backstop Provider’s “Backstop Commitment are collectively referred to as the “Backstop Acquired Shares”.” (b) On or prior to the terms Backstop Funding Deadline, each Backstop Provider shall pay its Backstop Commitment Amount to the Subscription Agent, who shall also act as escrow agent, and deposit such funds in an escrow account approved by counsel to the Company and the Backstop Providers, respectively (the “Escrow Account”). Each Backstop Provider shall be deemed to have satisfied its obligation to pay the Backstop Commitment Amount by submitting documentation to the Subscription Agent (the “Exchange Documentation”), in form and substance reasonably satisfactory to the Requisite Backstop Providers, the Company and the Subscription Agent, pursuant to which such Backstop Provider shall agree to exchange the principal amount of any Junior DIP Loans held by such Backstop Provider into a number of shares of New Common Stock (such principal amount, the “Conversion Amount”) equal to the Conversion Amount divided by the Exercise Price. To the extent any Backstop Provider’s Conversion Amount is less than its respective Backstop Commitment Amount, such Backstop Provider shall deposit an amount of cash into the Escrow Account equal to the difference between the Conversion Amount and such Backstop Provider’s Backstop Commitment Amount on or prior to the Backstop Funding Deadline. (c) In the event that a Backstop Provider defaults on its obligation to pay its Backstop Commitment Amount by the Backstop Funding Deadline pursuant to Section 1.2(b) hereof (a “Backstop Default,” and each such defaulting Backstop Provider, a “Defaulting Backstop Provider”), then each Backstop Provider that is not a Defaulting Backstop Provider (each, a “Non-Defaulting Backstop Provider”) shall have the right (the “Default Purchase Right”), but not the obligation, to commit to purchase, at the aggregate Exercise Price therefor, up to its Adjusted Commitment Percentage of all Backstop Commitment Shares otherwise required to be purchased by the Defaulting Backstop Provider pursuant to Section 1.2(a) hereof but with respect to which such Defaulting Backstop Provider did not satisfy its obligations to pay in accordance with Section 1.2(b) hereof. As soon as practicable after a Backstop Default, the Company shall notify each Non-Defaulting Backstop Provider, specifying (i) the number of Backstop Commitment Shares subject to the conditions Backstop Default (the “Default Shares”) and (ii) the maximum number of Default Shares such Non-Defaulting Backstop Provider is entitled to commit to purchase (determined in accordance with the first sentence of this Section 1.2(c)). Each Non-Defaulting Backstop Provider will have two (2) Business Days following receipt of such notice to elect to exercise its Default Purchase Right by notifying the Company in writing of such Non-Defaulting Backstop Provider’s election and by specifying the maximum number of Default Shares that it is electing to commit to purchase (up to the maximum number of Default Shares such Non-Defaulting Backstop Provider is entitled to commit to purchase pursuant to the first sentence of this Section 1.2(c)). If, within such two (2) Business Day period, any Non-Defaulting Backstop Provider wishes to commit to purchase less than the maximum number of Default Shares such Non-Defaulting Backstop Provider is entitled to commit to purchase pursuant to the first sentence of this Section 1.2(c), then the right to purchase the Default Shares that such Non-Defaulting Backstop Provider does not elect to commit to purchase shall be allocated among the Non-Defaulting Backstop Providers who elect to commit to purchase such Default Shares on a pro rata basis based on the respective Adjusted Commitment Percentages of such Non-Defaulting Backstop Providers (such allocation and commitment to purchase to be made by utilizing the same procedures set forth in the two immediately preceding sentences). If the remaining Non-Defaulting Backstop Providers do not elect to commit to purchase all of the remaining Default Shares, the Company may, and the Non-Defaulting Backstop Providers may, but shall not be obligated to, arrange for one or more third parties to become a Non-Defaulting Backstop Provider hereunder (each such party, a “Third Party Backstop Provider”), to execute this Agreement, and to purchase such Default Shares at the Exercise Price. Each Non-Defaulting Backstop Provider hereby agrees, severally and not jointly, to deposit into the Escrow Account an amount equal to the product of (x) the Exercise Price and (y) the Default Shares that each of the Non-Defaulting Backstop Providers commits to purchase in accordance with this Section 1.2(c), no later than one (1) Business Day after the day that all Default Shares are subscribed for by the Non-Defaulting Backstop Providers or the Non-Defaulting Backstop Providers do not elect to subscribe for additional Default Shares. The Default Shares with respect to which each of the Backstop Providers deposits funds into the Escrow Account pursuant to this Section 1.2(c), together with its Backstop Commitment Shares, are referred to as such Backstop Provider’s “Backstop Shares”. Each Backstop Provider agrees that, automatically and through no further action of any party hereto or to any agreement or document governing the Junior DIP Facility, any Junior DIP Loans held as of the Backstop Funding Deadline by a Defaulting Backstop Provider whose Default Shares are not purchased by Non-Defaulting Backstop Providers or Third Party Backstop Providers pursuant to this Section 1.2(c) shall nonetheless be converted on the Effective Date into a number of shares of New Common Stock equal to the lesser of (i) the principal amount of such Junior DIP Loans held by such Backstop Provider as of the Backstop Funding Deadline divided by the Exercise Price and (ii) the number of such Default Shares. (d) The closing of the purchase and sale of Backstop Shares and the Commitment Fee Shares hereunder (the “Closing”) will occur at 10:00 a.m., New York City time, on the Effective Date and shall occur on simultaneously with the later closing of the purchase and sale of the Rights Offering Shares. At the Closing, (i) the third Subscription Agent shall distribute the funds held in the Escrow Account and deliver the Exchange Documentation to the Company and each Backstop Provider in accordance with the instructions provided by the Debtors to the Subscription Agent no later than two (2) Business Day following Days prior to the expiration date of the Rights Offering Effective Date, and (ii) the date that all Company shall deliver to each Backstop Provider (A) a certificate or certificates duly executed on behalf of the conditions to Company registered in Article ‎5 have been satisfied the name of such Backstop Provider (or waived (other than those conditions that by their nature are its designee) representing the number of Backstop Shares and Commitment Fee Shares to be satisfied at issued to such Backstop Provider by the Closing)Company pursuant to this Agreement, at 9:00 a.m. and (Eastern timeB) such other certificates, agreements, documents or instruments required by it to be delivered to such Backstop Provider pursuant to Section 6.1 hereof. The agreements, instruments, certificates and other documents to be delivered on the Effective Date by or on behalf of the Company will be delivered to the Backstop Providers at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇Day, ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇Chicago, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurs, the “Closing Date”)Illinois 60601-1692. (ce) At the Closing (i) the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all such shares by wire transfer Anything in immediately available funds this Agreement to the account designated by contrary notwithstanding (but without limiting the Company provisions of Section 12.1 hereof), any Backstop Provider, in its sole discretion, may designate in writing at least three two (2) Business Days prior to the Closing, (ii) Effective Date that some or all of its Backstop Shares or Commitment Fee Shares be issued in the Company shall deliver all other documents and certificates required to be delivered to the Investors pursuant to Section ‎5.3name of, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2to, one or more of its controlled Affiliates or Related Funds. (d) The Company shall promptly use proceeds from the Rights Offering and the Backstop Commitment (i) first to pay costs of the Rights Offering and the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions).

Backstop Commitment. (a) Subject The Backstop Purchaser agrees to the consummation of the Rights Offering and the conditions in this Agreement, each Investor shall, severally and not jointly, purchase from the Company, and the Company shall hereby agrees to issue to such Investorthe Backstop Purchaser, its Pro Rata Proportion of any and all Unsubscribed Rights Shares at the Subscription PricePrice on the Backstop Closing, but in no event more than 166,667 shares of Common Stock (all such Investor’s Pro Rata Portion of an aggregate number of shares, the “Backstop Commitment Shares”, and such commitment, the “Backstop Commitment”). (b) The Company further agrees to issue to the Backstop Purchaser (or their designees) 17,292 shares of Common Stock (the “Backstop CommitmentPremium Shares” and together with the Backstop Commitment Shares, the “Backstop Shares”) equal to (i) on the lesser of (A) $45,000,000 minus Backstop Closing, or if such Backstop Closing does not occur, the aggregate proceeds tenth day following the termination or expiration of the Rights Offering or Offering. (Bc) Within three (3) business days following the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing expiration of the Rights Offering, the Company shall issue to the Investors Backstop Purchaser a notice (the “Subscription Backstop Notice”) setting forth the number of shares of Common Stock subscribed for in the Unsubscribed Rights Offering Shares and the calculation thereof, the Pro Rata number of Backstop Commitment Shares allocated to each Backstop Purchaser, the aggregate proceeds Subscription Price to be paid by each Backstop Purchaser, the date of the Rights Offering and, accordingly, Backstop Closing and the number bank account into which the aggregate Subscription Price must be paid. (d) Subject to the satisfaction or waiver of shares each of Common Stock the conditions set forth in Section 5 (other than those conditions that by their nature are to be acquired by satisfied at Closing, but without affecting the Investors requirement that such conditions be satisfied or waived at Closing), unless this Agreement shall have been terminated pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms of and subject to the conditions in this Agreementits terms, the closing of the Backstop Commitment (the “Backstop Closing”) shall occur simultaneously with the Closing (as defined in the A&R Investment Agreement). (e) By 10:00 am New York City time on the later of (i) the third Business Day following the expiration date day of the Rights Offering and Backstop Closing (ii) unless otherwise agreed by the date that all parties in writing), subject to the satisfaction or waiver of the conditions to set forth in Article ‎5 have been satisfied or waived Section 5 below (other than those conditions that by their nature are to be satisfied at the Backstop Closing), at 9:00 a.m. (Eastern time) but without affecting the requirement that such conditions be satisfied or waived at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as Backstop Closing): i. the Backstop Purchaser shall be agreed between deliver to the Company and the Investors (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing (i) the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all the Backstop Commitment Shares to be acquired by such shares Backstop Purchaser by wire transfer of U.S. dollars in immediately available funds to the account designated specified by the Company in writing at least three Business Days prior to the Closing, (Backstop Closing Notice; and ii) . the Company shall deliver all other documents and certificates required to the Backstop Purchaser the Backstop Shares to be delivered to the Investors pursuant to Section ‎5.3, and (iii) the Investors shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎5.2. (d) The Company shall promptly use proceeds from the Rights Offering and acquired by the Backstop Commitment Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (iother than those arising under state or federal securities laws), in the name of such Backstop Purchaser (or its nominee in accordance with its delivery instructions) first or to pay costs of the Rights Offering and a custodian designated by such Backstop Purchaser, as applicable. Each book entry for the Backstop and Shares shall contain a notation in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (ii) secondTHE “SECURITIES ACT”), any remaining proceeds may be used for general corporate purposes (including acquisitions)OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND STATE SECURITIES LAWS WHICH IS AVAILABLE.

Backstop Commitment. (a) Subject to the consummation Each of the Rights Offering and the conditions in this Agreement, each Investor shallBackstop Commitment Parties, severally and not jointly, purchase from the Company, and hereby commits to transfer to the Company shall issue to such Investor, at the Subscription Price, such Investor’s Pro Rata Portion an amount of an aggregate number of shares of Common Stock (the “Backstop Commitment”) cash equal to (i) the lesser Backstop Commitment Percentage of (A) $45,000,000 minus the aggregate proceeds of the Rights Offering or (B) the aggregate commitment listed in the such Backstop Commitment Amount column of Annex 1, divided Party multiplied by (ii) the Subscription PriceUnutilized Amount (with respect to each Backstop Commitment Party, the aggregate amount of cash that it is required to transfer to the Company pursuant to this Section 7(a) is referred to herein as its “Backstop Commitment Amount”). Notwithstanding At least one (1) Business Day prior to the Closing Date, each Backstop Commitment Party agrees to transfer its respective expected Backstop Commitment Amount by wire transfer of immediately available funds pursuant to instructions in the Escrow Agreement, which amount shall be held by the Escrow Agent in an escrow fund, subject to the terms of the Escrow Agreement and this Agreement. The commitments of the Backstop Commitment Parties are several, not joint, obligations of the Backstop Commitment Parties, such that no Backstop Commitment Party shall be liable or otherwise responsible for the Backstop Commitment Amount of any other section hereofBackstop Commitment Party. Following the transfer of, and as consideration for, the Backstop Commitment Amount to the Escrow Agent as provided in no case this Section 7, on the Closing Date the Company shall any Investor become the beneficial owner of more than 19.9% issue and deliver to each of the outstanding Backstop Commitment Parties, for each $1,000 of Backstop Commitment Amount transferred to the Company and Escrow Agent as provided in this Section 7, free and clear of all Encumbrances (other than Encumbrances arising under applicable securities laws, the organizational documents of the Company, this Agreement or arising due to actions of the Exchanging Parties) (i) $1,308.82 in principal amount of Secured Notes via DTC, by delivering, or causing to be delivered, through such Backstop Commitment Party’s custodian(s) as specified to the Company in writing on or prior to the Existing 2025 Notes Acquisition Deadline, and (ii) 33.92 Common Stock Shares, as adjusted for stock combinations, recapitalizations and similar type transactions prior to the Closing, through the facilities of the Company’s transfer agent for the Common Shares to the account of such Backstop Commitment Party as specified to the Company in writing on or prior to the Existing 2025 Notes Acquisition Deadline (collectively, the “Backstop Allocation”); provided, that any delay in such delivery by the Company as a result of transfer agent’s internal processes in issuing or delivering such Common Shares will not be a default under this Agreement so long as the transactions contemplated herein, Company is using its reasonable best efforts to effect the delivery and issuance of the maximum Common Shares. Each Backstop Commitment issuable Party agrees to each Investor use commercially reasonable efforts to provide any and all documentation reasonably requested by the New Trustee, DTC, the Company’s transfer agent for the Common Shares or the Company in connection with order to effect the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing issuance of the Rights Offering, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering Exchange Shares and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.” (b) On the terms of and subject to the conditions in this Agreement, the closing Secured Notes comprising its portion of the Backstop Commitment (the “Closing”) shall occur provision of which such Backstop Commitment Party may condition on the Company agreeing to keep such documentation and information confidential to the extent permitted by law). For the avoidance of doubt, in the event that the escrow fund is underfunded by any Backstop Commitment Party for whatever reason, such Backstop Commitment Party will provide the underfunded amount to the Company as promptly as possible. (b) Prior to the Closing Date, the Company shall use commercially reasonable efforts to negotiate and enter into an Escrow Agreement with U.S. Bank Trust Company, National Association (or one of its Affiliates), or another escrow agent reasonably acceptable to each of the Company and the Initial Exchanging Parties, to act as escrow agent (the “Escrow Agent”), which shall be on customary terms and conditions that are consistent with this Agreement and provide for the release of the escrow funds to the Company concurrently with the occurrence of the Closing Date and otherwise on terms and conditions that are reasonably acceptable to the Company. (c) As additional consideration for the commitments and agreements of the Backstop Commitment Parties hereunder, the Company shall pay or cause to be paid to each Backstop Commitment Party its portion of the Backstop Premium, which shall be allocated to each Backstop Commitment Party pro rata based on such Backstop Commitment Party’s Backstop Commitment Percentage, which Backstop Premium shall be due and payable on the Agreement Effective Date; provided, that, notwithstanding anything to the contrary herein, if this Agreement is (A) validly terminated by the Company pursuant to Section 8(b)(ii) or (B) is validly terminated pursuant to Section 8(a)(ii), Section 8(b)(i), Section 8(c) or Section 8(d)(i) when this Agreement is terminable by the Company pursuant to Section 8(b)(ii), then (i) the Backstop Premium will be deemed not to have been earned or payable, and (ii) each Backstop Commitment Party shall promptly (but no later than five (5) Business Days following such termination) repay to the Company its pro rata portion of the Backstop Premium, without any right by any such Backstop Commitment Party to set off any portion of its repayment of the Backstop Premium, in immediately available cash to one or more accounts identified in writing by the Company (the “Reimbursement”). (d) Each Exchanging Party and Backstop Commitment Party agrees that this Section 7 is a binding and enforceable agreement with respect to any Backstop Commitments. (e) As additional consideration for the Exchanging Parties’ agreeing to exchange Existing 2025 Notes for the Exchange Consideration, the Company shall pay or cause to be paid to each Exchanging Party its portion of the Support Premium (as allocated by the Initial Exchanging Parties as determined by them to be desirable to induce both the Initial Exchanging Parties and the Additional Exchanging Parties to exchange their Existing 2025 Notes in accordance with the terms of this Agreement), which Support Premium shall be paid by the Company to the Exchanging Parties on the earliest to occur of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing (i) the Company shall issue to each Investor its Pro Rata Portion of the Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Days prior to the Closing, (ii) the Company shall deliver all other documents and certificates required to be delivered to valid termination of this Agreement (A) by the Investors Exchanging Parties pursuant to Section ‎5.38(a)(i) or Section 8(a)(iii), and (iiiB) the Investors shall deliver all documents and certificates required pursuant to be delivered to Section 8(d)(i) (but only if this Agreement is not terminable by the Company pursuant to Section ‎5.28(b)(ii)) or (C) pursuant to Section 8(a)(ii), Section 8(b)(i) or Section 8(c) (but, in the case of this clause (C), only if the Agreement is also terminable by the Exchanging Parties pursuant to Section 8(a)(i) or Section 8(a)(iii)) or (iii) any date on which this Agreement has not been terminated and all of the Existing 2025 Notes outstanding as of the Agreement Effective Date are simultaneously redeemed in full or simultaneously repaid at the stated maturity thereof. (df) The failure by the Company to timely deliver the Secured Notes or Exchange Shares comprising the Backstop Commitment, Support Premium or the Exchange Consideration pursuant to the Private Exchange as set forth herein due to (x) a failure of a Backstop Commitment Party to provide reasonably requested information, (y) an inability to locate an Exchanging Party’s (including any Backstop Commitment Party’s) DWAC withdrawal or deposit request or (z) due to the failure of the Initial Exchanging Parties to identify the parties to receive the Support Premium or the amounts each such party is to receive, in each case shall promptly use proceeds from not be deemed to be a breach of this Agreement by the Rights Offering Company. (g) The number of Common Shares to be issued to each Exchanging Party (including any Backstop Commitment Party) in respect of the Private Exchange and, with respect to any Backstop Commitment Party, its Backstop Commitment shall be rounded down to the nearest whole share and the amount of Secured Notes to be issued to each Exchanging Party (including any Backstop Commitment (iParty) first to pay costs in respect of the Rights Offering and Private Exchange and, with respect to any Backstop Commitment Party, its Backstop Commitment shall be rounded down to the Backstop and (ii) second, any remaining proceeds may be used for general corporate purposes (including acquisitions)nearest $1,000.

Backstop Commitment. (a) Subject Each of the Backstop Commitment Parties hereby agrees that such Backstop Commitment Party (or funds or accounts affiliated with, managed or advised by such Backstop Commitment Party) shall backstop the DIP Facility, on a several and not joint basis, in the amounts set forth opposite each such Backstop Commitment Party’s name on Exhibit G attached hereto (collectively, the “Backstop Commitments”) upon the terms set forth or referred to in this Section 4.03 and the DIP Facility Term Sheet, and subject only to the consummation satisfaction or waiver of the Rights Offering Limited Conditionality Provisions (as defined below). Each Backstop Commitment Party may, at its option, arrange for the DIP Credit Agreement to be executed by one or more financial institutions selected by the applicable Backstop Commitment Party and the conditions in this Agreement, each Investor shall, severally and not jointly, purchase from the Company, and reasonably acceptable to the Company shall issue to such Investor, at the Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock Parties (the “Backstop CommitmentFronting Lender(s)”) equal (it being understood and agreed that Barclays Bank plc is acceptable to (i) the lesser of (A) $45,000,000 minus the aggregate proceeds of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall issue Parties), to the Investors a notice (the “Subscription Notice”) setting forth the number act as an initial lender and to fund some or all of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at Party’s commitments, in which case the Subscription Price, subject to applicable Backstop Commitment Party will acquire its loans under the Nasdaq CapDIP Facility by assignment from the Fronting Lender(s) in accordance with the assignment provisions of the DIP Credit Agreement. Shares The rights and obligations of Common Stock acquired by the Investors pursuant to each of the Backstop Commitment are collectively referred Parties under this Section 4.03 shall be several and not joint, and no failure of any Backstop Commitment Party to comply with any of its obligations hereunder shall prejudice the rights of any other Backstop Commitment Party; provided, that no Backstop Commitment Party shall be required to fund any portion of the commitment of any other Backstop Commitment Party in the event such other Backstop Commitment Party fails to do so (as applicable, a “Defaulting Backstop Party”), but may at its option do so, in whole or in part, in which case such performing Backstop Commitment Party shall be entitled to all or a proportionate share, as the “case may be, of the benefits and rights that would otherwise be owing and payable to, such Defaulting Backstop Acquired SharesParty under the DIP Facility, including any related fees and commitment premiums as set forth in this Section 4.03 and the DIP Facility Term Sheet that would otherwise be issued to such Defaulting Backstop Party.” (b) On the terms of Each Backstop Commitment Party’s undertakings and agreements under this Section 4.03 are subject only to the conditions precedent expressly set forth under “Conditions Precedent to Closing Date and Initial Draw”, “Conditions Precedent to Final Draw” and “Conditions Precedent to Each Draw” in this Agreement, the closing of the Backstop Commitment DIP Facility Term Sheet (the “Closing”) shall occur on the later of (i) the third Business Day following the expiration date of the Rights Offering and (ii) the date that all of the conditions to in Article ‎5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at 9:00 a.m. (Eastern time) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investors (the date on which the Closing occurscollectively, the “Closing DateLimited Conditionality Provisions”). (c) At The Company Parties’ rights and obligations under this Section 4.03 shall not be assignable by the Closing Company Parties without the prior written consent of each Backstop Commitment Party (and any purported assignment without such consent shall be null and void ab initio). Each Backstop Commitment Party may assign all or a portion of its Backstop Commitments hereunder to (i) the Company shall issue to each Investor its Pro Rata Portion of the any other Backstop Acquired Shares against payment by or on behalf of such Investor of the aggregate Subscription Price for all such shares by wire transfer in immediately available funds to the account designated by the Company in writing at least three Business Days prior to the ClosingCommitment Party, (ii) any of its affiliates or related funds/accounts or (iii) any investment funds, accounts, vehicles or other entities that are managed, advised or sub-advised by such Backstop Commitment Party, its affiliates or the Company shall deliver same person or entity as such Backstop Commitment Party or its affiliates (all other documents and certificates required to be delivered to the Investors pursuant to Section ‎5.3, such persons described in clauses (ii) and (iii), such Backstop Commitment Party’s “Fund Affiliates” and any assignment permitted by clauses (i) through (iii), a “Permitted Assignment”); provided, that the Investors Backstop Commitment Parties’ rights and obligations under this Section 4.03 and the Backstop Commitments hereunder shall deliver all documents and certificates required to not otherwise be delivered assignable by the Backstop Commitment Parties without the prior written consent of CURO; provided, further, that in the case of a Permitted Assignment, the assigning Backstop Commitment Party shall provide written notice to the Company pursuant Parties; provided, further, that no Backstop Commitment Party shall be released, relieved or novated from its obligations under this Section 4.03 (including its Backstop Commitment) in connection with any Permitted Assignment or in connection with any syndication, assignment or participation of the DIP Facility (except to Section ‎5.2the extent the DIP Facility is actually funded). (d) The This Section 4.03 is intended to be solely for the benefit of the Company shall promptly use proceeds from the Rights Offering Parties and the Backstop Commitment Parties and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the Company Parties and the Backstop Commitment Parties, in each cash, to the extent expressly set forth herein. (e) Notwithstanding anything in this Agreement to the contrary, (i) first each Backstop Commitment Party’s Backstop Commitment shall terminate in the event this Agreement terminates as to pay costs of the Rights Offering and the Backstop any Company Party and (ii) second, the Backstop Commitment of any remaining proceeds may be used for general corporate purposes (including acquisitions)Backstop Commitment Party shall terminate in the event this Agreement terminates as to such Backstop Commitment Party.