Common use of Backstop Commitment Clause in Contracts

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (i) each Backstop Party other than the RCF Lender Backstop Parties agrees, severally and not jointly, to purchase, and the Issuer agrees to issue to such Backstop Party, on the Closing Date for the applicable Purchase Price, the amount of Unsubscribed Securities equal to such Backstop Party’s Backstop Commitment Percentage of the aggregate Unsubscribed Securities, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of this clause (i), the aggregate Backstop Commitment Percentage of 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”).

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, Each Unsecured Commitment Party (i) each Backstop Party other than shall fully exercise all Unsecured Subscription Rights that are issued to it pursuant to the RCF Lender Backstop Parties agrees, severally Unsecured Rights Offering and not jointly, duly purchase all Unsecured Rights Offering Shares issuable to purchase, and the Issuer agrees to issue it pursuant to such Backstop Partyexercise at the Purchase Price (each an “Unsecured Subscription Rights Commitment” and, on the Closing Date for the applicable Purchase Price, the amount of Unsubscribed Securities equal to such Backstop Party’s Backstop Commitment Percentage of the aggregate Unsubscribed Securities, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of this clause (i), the aggregate Backstop Commitment Percentage of 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 Securitiescollectively, the “Unsecured Subscription Rights Offering CommitmentCommitments”) and (ii) each Initial Backstop Party agrees, severally agrees to purchase (on a several and not jointlyjoint basis) the Unsecured Rights Offering Shares (based on a price per Share equal to Plan Value less a 25% discount thereto (the “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 Discounted Backstop Price, issued on account of such unpurchased Unsecured Rights Offering Shares to purchase, and the Issuer agrees to issue to such Initial Backstop Party, on the Closing Date account for the applicable Purchase PriceDiscounted Backstop Price at which the unpurchased Shares are to be sold), 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 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 this Agreement an Unsecured Commitment Party are referred to herein as the “Unsecured Commitment” of such Unsecured Commitment Party, and, collectively with the Unsecured Commitment of 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 obligation 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 Additional NotesSecured 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 Rights Offering Commitment, Unsecured Backstop Commitments are referred to herein as the “Backstop CommitmentCommitments”). The Secured Commitments, together with the Unsecured Commitments, are referred to herein as the “Commitments”. (c) The Commitment Parties and, by countersigning this Commitment Letter, the Debtors, hereby agree to cooperate, negotiate in good faith and seek to execute promptly following the date hereof a long-form “backstop commitment agreement” (including any exhibits and schedules thereto, hereinafter collectively referred to as the “Backstop Commitment Agreement”) on terms consistent with the Term Sheet, containing such other terms as are customary for transactions of this type and 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 the Backstop Commitment Agreement shall be as reflected in the Term Sheet. Upon its execution and approval by an order entered by the Bankruptcy Court, the Backstop Commitment Agreement shall supersede this Commitment Letter.

Backstop Commitment. Section 2.2(a) of To provide assurance that the BCA DIP Facility and the Exit Facility shall be amended and restated in its entirety as follows: (a) On and subject to available on the terms and conditions hereof, including entry of the Confirmation Order, (i) each Backstop Party other than the RCF Lender Backstop Parties agrees, severally and not jointly, to purchase, and the Issuer agrees to issue to such Backstop Party, on the Closing Date for the applicable Purchase Price, the amount of Unsubscribed Securities equal to such Backstop Party’s Backstop Commitment Percentage of the aggregate Unsubscribed Securities, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of this clause (i), the aggregate Backstop Commitment Percentage of 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 thatset forth herein, in the aggregateForm DIP Credit Agreement and the Exit Facility Term Sheet, the as applicable, each Backstop Commitment Percentage Party is pleased to advise Ascena Topco 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 its several 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 joint commitment (such obligation to purchase the Additional Notes, together with the Rights Offering Commitment, the “Backstop Commitment”) to provide, itself or through one or more funds managed by such Backstop Commitment Party, the amount of the DIP Loans and Exit Term Loans, each as set forth on Schedule 1 hereto (as updated from time to time prior to the date that is two business days prior to the Effective Date) on the terms set forth in the Backstop Commitment Letter, subject solely to the conditions set forth in the sections of Article IV of the Form DIP Credit Agreement and the “Conditions to Borrowing” set forth in the Exit Facility Term Sheet that are applicable to the relevant borrowing. Each Backstop Commitment Party may, at its option, arrange for the Form DIP Credit Agreement or the Exit Facility Credit Agreement, if applicable, to be executed by one or more financial institutions selected by the applicable Backstop Commitment Party and reasonably acceptable to Ascena Topco (the “Fronting Lender(s)”), to act as an initial lender and to fund some or all of the Backstop Commitment Party’s Backstop Commitment, in which case the applicable 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 Initial Allocation, as set forth in Section 2 hereof and each Backstop Commitment Party hereby agrees and commits to such automatic conversion of the New Money DIP Loans to Exit Term Loans on the Conversion Date.

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On and 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 terms and conditions hereofEffective Date, including entry of the Confirmation Order, a (i) each written notice (the “Backstop Party other than Notice”) by overnight mail, e-mail or by electronic facsimile transmission, setting forth (A) the RCF Lender Backstop aggregate amount of the Rights Offering Amount for which Eligible Parties agreeshave subscribed in the Rights Offering, severally and not jointly, to purchase(B) the Unsubscribed Amount, and the Issuer agrees to issue to such Backstop Party, on the Closing Date for the applicable Purchase Price, (C) the amount of Unsubscribed Securities equal to such Backstop Party’s Backstop Commitment Percentage of multiplied by the aggregate Unsubscribed Securities, Amount (such Backstop Party’s “Backstop Amount”) which calculations shall be made in accordance consultation with the Rights Offering Procedures and the PlanBackstop Party Professionals; provided that for purposes of this clause (i), the aggregate Backstop Commitment Percentage Parties may seek an upward or downward adjustment of 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 Amounts if such other Backstop Parties shall be 100% (such obligation to purchase the Unsubscribed Securities, the “Rights Offering Commitment”) calculations are inaccurate and (ii) a subscription form to be completed by each Initial Backstop Party agrees, severally and not jointly, to purchase, and the Issuer agrees to issue to facilitate 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 subscriptions pursuant the rights set forth in this Section 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 Commitment Percentage as of August 18, 2020 of the aggregate Additional Notes Party may reasonably request. (b) Subject to and in accordance with the terms and conditions set forth herein, each Backstop Party hereby commits, on behalf of this Agreement (such obligation itself and no other Backstop Party, to purchase the Additional Notes, together with subscribe for its Pro Rata Allocation in the Rights Offering Commitment, 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) 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 representations, warranties, covenants and obligations of such transferring Backstop Party under this Agreement and the RSA, shall make the representations set forth in Section 4 hereof as of the date of such transfer as if it was a Backstop Party or (ii) another Backstop Party upon written notice to the Parent setting forth the 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 Effective Date, such Backstop Party (or its permitted transferee) shall 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 Parent in the Rights Offering Procedures.

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On and subject or before the fifth Business Day after the Subscription Expiration Date applicable to Class 6-A Rights Offering Recipients, the terms and conditions hereof, including entry of Company shall notify each Backstop Provider in writing (the Confirmation Order, “Backstop Purchase Notice”) as to (i) each Backstop Party other than the RCF Lender Backstop Parties agrees, severally aggregate principal amount of Rights Offering Senior Subordinated Notes that have not been subscribed for (including any oversubscriptions) and not jointly, to purchasepurchased by the Class 6-A Rights Offering Recipients in the Rights Offering, and the Issuer agrees to issue to such Backstop Party, on the Closing Date for the applicable Purchase Price, (ii) the amount of Unsubscribed Securities equal to such each Backstop PartyProvider’s Backstop Commitment Percentage of the aggregate Unsubscribed Securities, in accordance Purchase Amount with respect to the Rights Offering Procedures and the Plan; provided that for purposes of this Senior Subordinated Notes referred to in clause (i). Each Backstop Provider (independent of the obligation of any other Backstop Provider) shall subscribe for and purchase its Backstop Purchase Amount with respect to the Rights Offering Senior Subordinated Notes referred to in clause (i) in the immediately preceding sentence (the “Backstop Purchase”) on the applicable Payment Date (as defined below). (b) On or before the fifth Business Day after the Subscription Payment Date applicable to Class 6-A Rights Offering Recipients, the Company shall notify each Backstop Provider in writing (the “Supplemental Backstop Purchase Notice”) as to (i) the aggregate principal amount of Rights Offering Senior Subordinated Notes, if any, that (x) any and all Class 6-A Rights Offering Recipients other than any Backstop Commitment Percentage of Provider had subscribed to purchase, or was believed by the RCF Lender Backstop Parties shall be deemed Company to be 0%have subscribed to purchase, but had failed to consummate such purchase for any reason by the applicable Subscription Payment Date, and (y) was not taken into account in determining the Backstop Commitment Percentages Purchase of all other each Backstop Parties shall be deemed increased proportionately so thatProvider pursuant to Section 2.2(a) hereof, 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 each Backstop Provider’s Backstop Purchase Amount with respect 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, Senior Subordinated Notes referenced in clause (i). Each Backstop Provider (independent of the obligation of any other Backstop Provider) shall subscribe for and purchase its Backstop Purchase Amount with respect to the Rights Offering Senior Subordinated Notes referenced in clause (i) in the immediately preceding sentence (the “Supplemental Backstop CommitmentPurchase”)) on or before the applicable Payment Date. (c) Notwithstanding anything to the contrary in this Section 2.2, no Backstop Provider shall be obligated to purchase any Rights Offering Senior Subordinated Notes in connection with its Backstop Purchase or Supplemental Backstop Purchase if such Backstop Provider’s Backstop Purchase Amount is less than $1,000 aggregate principal amount of Rights Offering Senior Subordinated Notes.

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On 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 terms satisfaction or waiver of the 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 conditions hereofreasonably acceptable to the Company Parties (the “Fronting Lender(s)”) (it being understood and agreed that Barclays Bank plc is acceptable to the Company Parties), to act as an initial lender and to fund some or all of the Backstop Commitment Party’s commitments, in which case the applicable Backstop Commitment Party will acquire its loans under the DIP Facility by assignment from the Fronting Lender(s) in accordance with the assignment provisions of the DIP Credit Agreement. The rights and obligations of each of the Backstop Commitment 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 Party under the DIP Facility, including entry 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) 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 the DIP Facility Term Sheet (collectively, the “Limited Conditionality Provisions”). (c) The Company Parties’ rights and obligations under this Section 4.03 shall not be assignable by the 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) any other Backstop Commitment 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 same person or entity as such Backstop Commitment Party or its affiliates (all 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 Backstop Commitment Parties’ rights and obligations under this Section 4.03 and the Backstop Commitments hereunder shall not otherwise be 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 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 Confirmation OrderDIP Facility (except to the extent the DIP Facility is actually funded). (d) This Section 4.03 is intended to be solely for the benefit of the Company 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) each Backstop Party other than the RCF Lender Backstop Parties agrees, severally and not jointly, to purchase, and the Issuer agrees to issue to such Backstop Party, on the Closing Date for the applicable Purchase Price, the amount of Unsubscribed Securities equal to such Backstop Commitment Party’s Backstop Commitment Percentage of the aggregate Unsubscribed Securities, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of this clause (i), the aggregate Backstop Commitment Percentage of 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, terminate in the aggregate, the Backstop Commitment Percentage of all such other Backstop Parties shall be 100% (such obligation event this Agreement terminates as to purchase the Unsubscribed Securities, the “Rights Offering Commitment”) any Company Party and (ii) each Initial the Backstop Commitment of any Backstop Commitment Party agrees, severally and not jointly, to purchase, and shall terminate in the Issuer agrees to issue event this Agreement terminates as 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”)Party.

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On and subject to the terms and conditions hereof, including entry Each of the Confirmation Order, (i) each Backstop Party other than the RCF Lender Backstop Parties agreesCommitment Parties, severally and not jointly, hereby commits to purchasetransfer to the Company an amount of cash equal to (i) the Backstop Commitment Percentage of such Backstop Commitment Party multiplied by (ii) the Unutilized 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”). 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 Backstop Commitment Party. Following the transfer of, and as consideration for, the Issuer agrees Backstop Commitment Amount to issue to such Backstop Partythe Escrow Agent as provided in this Section 7, on the Closing Date the Company shall issue and deliver to each of the 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 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 applicable Purchase PriceCommon 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 amount “Backstop Allocation”); provided, that any delay in such delivery by the Company as a result of Unsubscribed Securities equal transfer agent’s internal processes in issuing or delivering such Common Shares will not be a default under this Agreement so long as the Company is using its reasonable best efforts to effect the delivery and issuance of the Common Shares. Each Backstop Commitment Party agrees to 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 order to effect the issuance of the Exchange Shares and Secured Notes comprising its portion of the Backstop Commitment (the 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 of Percentage, which Backstop Premium shall be due and payable on the aggregate Unsubscribed SecuritiesAgreement Effective Date; provided, in accordance with that, notwithstanding anything to the Rights Offering Procedures and contrary herein, if this Agreement is (A) validly terminated by the Plan; provided that for purposes of 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 clause Agreement is terminable by the Company pursuant to Section 8(b)(ii), then (i), ) the aggregate Backstop Commitment Percentage of the RCF Lender Backstop Parties shall Premium will be deemed not to be 0%have been earned or payable, 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 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 Backstop Party agrees, severally and not jointly, Exchanging Parties as determined by them to purchase, be desirable to induce both the Initial Exchanging Parties and the Issuer agrees Additional Exchanging Parties 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 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 Closing Date, (ii) the valid termination of this Agreement (such obligation A) by the Exchanging Parties pursuant to purchase Section 8(a)(i) or Section 8(a)(iii), (B) pursuant to Section 8(d)(i) (but only if this Agreement is not terminable by the Additional NotesCompany pursuant to Section 8(b)(ii)) or (C) pursuant to Section 8(a)(ii), together with Section 8(b)(i) or Section 8(c) (but, in the Rights Offering 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. (f) 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”)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 not be deemed to be a breach of this Agreement by the 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 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 $1,000.

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On Subject to the consummation of the Rights Offering and subject to the terms and conditions hereofof this Agreement, including entry of in order to provide assurance that the Confirmation OrderRights Offering will be sufficiently subscribed, (i) the Company commits to sell and each Backstop Party other than individually commits to the RCF Lender Backstop Parties agreesCompany to purchase from the Company, severally and not jointly, at a price per share equal to purchase, and the Issuer agrees to issue to such Backstop Party, on the Closing Date for the applicable Purchase Rights Subscription Price, the amount a number of Unsubscribed Securities equal to such Backstop Party’s Backstop Commitment Percentage shares of the aggregate Unsubscribed Securities, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of this clause (i), the aggregate Backstop Commitment Percentage of 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 thatCommon Stock and, in the aggregatecase of ST, the Backstop Commitment Percentage of all such other Backstop Parties shall be 100% Preferred Stock, if necessary pursuant to Section 1.2(f) (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 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 (in the same manner as the sample adjustments on Schedule 1.2(a)(ii)) such that the aggregate 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 shall be equal to a percentage of the aggregate 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 up to such Backstop Party's Backstop Commitment Limit. The amount of Preferred Stock to be sold, 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 the HSR Act. For purposes of clarity, in all cases the aggregate Backstop Commitment of the Backstop Parties shall be equal to the full Backstopped Amount subject to the Backstop Commitment Limits for participating Backstop Parties, as applicable. (b) Simultaneous with the closing of the Rights Offering, the Company shall issue to each Backstop Party a notice setting forth the Backstopped Amount. Each Backstop Party shall immediately exercise its pro rata portion of the Backstop Commitment. (c) On the terms 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) immediately following the closing of the Rights Offering and (ii) the date that all of the conditions to the Closing set forth in Article IV have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place, time and date as shall be agreed between the Company and ST (the date on which the Closing occurs, the “Closing Date”). (d) At the Closing, the Company shall irrevocably instruct the Company’s transfer agent to issue to the Backstop Parties certificates representing the Acquired Shares against payment by or on behalf of each Backstop Party of the purchase price therefor by wire transfer in immediately available funds to the account designated by the Company in writing at least two days prior to the expiration date of the Rights Offering. (e) At the Closing, the Company shall 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 actions and do, or cause to be done, all other things necessary, proper or advisable to secure clearance under the HSR Act and all applicable Antitrust Laws (including the expiration or termination of any applicable waiting period thereunder) of the transactions contemplated by this Agreement. (g) Upon clearance under the 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 shall automatically and without any further action on the part of any Person convert to shares of Common Stock.

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On and subject to the terms and conditions hereof, including entry 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 conditions of this Agreement. On or before the Confirmation Orderfirst (1st) Business Day after the Subscription Expiration Date, the Company shall notify the Backstop Provider in writing of either (i) each Backstop Party other than the RCF Lender Backstop Parties agrees, severally and not jointly, to purchase, and election of the Issuer agrees to issue require the Backstop Provider to such purchase Unsubscribed Rights Offering Units by payment of the Backstop PartyPurchase Amount, on which election shall include a true and accurate calculation of the Closing Date Backstop Purchase Amount (the “Backstop Purchase Notice”), it being understood and agreed that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Issuer, without the need for delivery of written notice or the applicable Purchase Pricetaking of any other further action by the Issuer, the amount of Unsubscribed Securities equal to such Backstop Party’s Backstop Commitment Percentage of Company or any other Person, if the aggregate Unsubscribed Securities, conditions set forth in Section 7.1 shall have been satisfied or waived in accordance with this Agreement or (ii) in the event that all the Rights Offering Procedures Units have been subscribed for and purchased by the Plan; provided purchasers thereof in the Rights Offering, that the Issuer’s Put Option to require the Backstop Provider to purchase additional Rights Offering Units hereunder is not being exercised (the “Satisfaction Notice”). The Backstop Provider shall subscribe for purposes of this and purchase its Backstop Purchase Amount, if any, with respect to the Rights Offering Units referred to in clause (i), ) in the aggregate immediately preceding sentence (the “Backstop Commitment Percentage Purchase”) on the applicable Payment Date. The Backstop Provider hereby agrees to take all action and execute and deliver all documents required to execute its Backstop Purchase and exercise all its obligations as a purchaser of Rights Offering Units pursuant to the Rights Offering through the Payment Date. To the extent the Backstop Provider would require the prior approval of a regulator having jurisdiction over the Company or any of its subsidiaries to acquire New Common Stock in the Rights Offering as part of the RCF Lender Backstop Parties shall be deemed to be 0%Rights Offering Units, and the Backstop Commitment Percentages of all other Backstop Parties shall be deemed increased proportionately so that, in the aggregatesuch approval has not been obtained, the Backstop Commitment Percentage Provider shall receive (x) that number of all shares of New Common Stock that the Backstop Provider is permitted to acquire without such other Backstop Parties shall be 100% (such obligation to purchase the Unsubscribed Securities, the “Rights Offering Commitment”) regulatory approval and (iiy) 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 Limited Warrants 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 balance of the aggregate Additional Notes in accordance with shares of New Common Stock that would otherwise have been issued but for the terms regulatory restriction. The Limited Warrants will be 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 this Agreement (such obligation to purchase the Additional Notes, together with the Rights Offering Commitment, the “Backstop Commitment”)its transfers of shares of New Common Stock.

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On Upon the terms and subject to the terms and conditions hereofcontained herein, including entry the Company shall have the option to require each of the Confirmation Order, (i) each Backstop Party other than the RCF Lender Backstop Parties agreesInvestors, severally and not jointly, to purchase, and purchase from the Issuer agrees to issue to such Backstop Party, Company on the a Closing Date for the applicable Purchase Price, the amount of Unsubscribed Securities equal to such Backstop Party’s Backstop Commitment Percentage of the aggregate Unsubscribed Securities, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of this clause (i), the aggregate Backstop Commitment Percentage of the RCF Lender Backstop Parties shall be deemed to be 0%Date, and the Backstop Commitment Percentages 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, the 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 Backstop Investor’s “Backstop Shares.” (b) To the extent that the Company does not require the Backstop Investors to purchase their respective entire Pro Rata Share of the Purchase Maximum on a Closing Date, the Company may require the Backstop Investors to purchase all other or a lesser remaining percentage (provided that such percentage is the same for each Backstop Parties 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 Backstop 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 Shares hereunder, whether on a Closing Date (each, a “Closing Date”), shall be deemed increased proportionately so thatreferred to as a “Closing”. At each Closing, in the aggregate, (i) payment for the Backstop Commitment Percentage of all such other Shares that each Backstop Parties Investor has agreed to purchase shall be 100% effected by each such Backstop Investor wiring an amount, to an account of the Company identified to each Backstop Investor at least five days prior to such Closing, equal to the product of (1) the number of Backstop Shares issuable to such Backstop Investor at such Closing (as set forth in a Closing Date Notice) and (2) the Issue Price (such obligation to purchase the Unsubscribed Securitiesamount, the a “Rights Offering CommitmentBackstop Drawdown Amount”) and (ii) the Company shall deliver to each Initial Backstop Party agreesInvestor the Backstop Shares and such certificates, severally and not jointly, documents or instruments required to purchase, and the Issuer agrees to issue be delivered by it to such Initial Backstop Party, on Investor pursuant to the Closing Date for the applicable Purchase Price, the amount of Additional Notes equal to such Initial Agreement. (d) The 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 Investors shall have no obligation to purchase Preferred Shares pursuant to this Agreement prior to January 15, 2018. The obligation of the Additional NotesBackstop Investors to purchase Preferred Shares hereunder shall terminate on March 31, together with 2018 (the Rights Offering Commitment“Termination Date”). Notwithstanding anything to the contrary contained herein, in no event shall (i) any Backstop Investor be required to purchase hereunder an aggregate number of Preferred Shares in excess of its Pro Rata Share of the initial Purchase Maximum, (ii) the 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 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 Commitment”)Shares purchased by the Backstop Investors hereunder on or prior to such date minus (3) without duplication, the aggregate cash proceeds 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 (B) after the Termination Date, zero.

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On and subject The Backstop Purchaser agrees to purchase from the terms and conditions hereof, including entry of the Confirmation Order, (i) each Backstop Party other than the RCF Lender Backstop Parties agrees, severally and not jointly, to purchaseCompany, and the Issuer Company hereby agrees to issue to such the Backstop PartyPurchaser, its Pro Rata Proportion of any and all Unsubscribed Rights Shares at the Subscription Price on the Closing Date for the applicable Purchase PriceBackstop Closing, the amount but in no event more than 166,667 shares of Unsubscribed Securities equal to such Backstop Party’s Backstop Commitment Percentage of the aggregate Unsubscribed Securities, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of this clause Common Stock (i), the aggregate Backstop Commitment Percentage of 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 Securitiesshares, the “Rights Offering CommitmentBackstop Commitment Shares”) 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 Commitmentcommitment, 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 Premium Shares” and together with the Backstop Commitment Shares, the “Backstop Shares”) on the Backstop Closing, or if such Backstop Closing does not occur, the tenth day following the termination or expiration of the Rights Offering. (c) Within three (3) business days following the expiration of the Rights Offering, the Company shall issue to the Backstop Purchaser a notice (the “Backstop Notice”) setting forth the number of Unsubscribed Rights Shares and the calculation thereof, the Pro Rata number of Backstop Commitment Shares allocated to each Backstop Purchaser, the aggregate Subscription Price to be paid by each Backstop Purchaser, the date of the Backstop Closing and the bank account into which the aggregate Subscription Price must be paid. (d) Subject to the satisfaction or waiver of each of the conditions set forth in Section 5 (other than those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived at Closing), unless this Agreement shall have been terminated pursuant to its 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 day of the Backstop Closing (unless otherwise agreed by the parties in writing), subject to the satisfaction or waiver of the conditions set forth in Section 5 below (other than those conditions that by their nature are to be satisfied at the Backstop Closing, but without affecting the requirement that such conditions be satisfied or waived at the Backstop Closing): i. the Backstop Purchaser shall deliver to the Company the aggregate Subscription Price for the Backstop Commitment Shares to be acquired by such Backstop Purchaser by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Backstop Closing Notice; and ii. the Company shall deliver to the Backstop Purchaser the Backstop Shares to be acquired by the Backstop Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other 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) or to a custodian designated by such Backstop Purchaser, as applicable. Each book entry for the Backstop 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 (THE “SECURITIES ACT”), 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. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On Subject to the consummation of the Rights Offering and subject to the terms and conditions hereofof this Agreement, including entry of in order to provide assurance that the Confirmation OrderRights Offering will be sufficiently subscribed, (i) the Company commits to sell and each Backstop Party other than individually commits to the RCF Lender Company to purchase from the Company, at a price per share equal to the Rights Subscription Price, 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 Parties agreesCommitment”), severally 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 (in the same manner as the sample adjustments on Schedule 1.2(a)(ii)) such that the aggregate amount of the securities purchased by such Backstop Party both pursuant to its Backstop Commitment and not jointlythrough the exercise of its Rights and over-subscription privilege in the Rights Offering shall be equal to a percentage of the aggregate amount of all securities purchased by the Backstop Parties, both pursuant to purchasetheir Backstop Commitments and through the exercise of their pro rata Rights and over-subscription privileges in the Rights Offering, and the Issuer agrees to issue to 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 Closing Date for Backstop Commitment, such number of shares as is necessary to satisfy the applicable Purchase Price, the amount of Unsubscribed Securities equal entire Backstop Commitment up to such Backstop Party’s Backstop Commitment Percentage Limit. The amount of Preferred Stock to be sold, if any, shall be equal to such amount, when combined with the aggregate Unsubscribed Securitiesamount of Common Stock to be sold pursuant hereto, as does not require ST to file any notices or other filings required by the HSR Act. For purposes of clarity, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of this clause (i), all cases the aggregate Backstop Commitment Percentage of the RCF Lender Backstop Parties shall be deemed equal to be 0%, and the full Backstopped Amount subject to the Backstop Commitment Percentages Limits for participating Backstop Parties, as applicable. (b) Simultaneous with the closing of all other the Rights Offering, the Company shall issue to each Backstop Parties Party a notice setting forth the Backstopped Amount. Each Backstop Party shall be deemed increased proportionately so thatimmediately exercise its pro rata portion of the Backstop Commitment. (c) On the terms and subject to the conditions set forth in this Agreement, in the aggregate, closing of the Backstop Commitment Percentage of all such other Backstop Parties shall be 100% (such obligation to purchase the Unsubscribed Securities, the “Closing”) shall occur on the later of (i) immediately following the closing of the Rights Offering Commitment”) and (ii) each Initial Backstop Party agreesthe date that all of the conditions to the Closing set forth in Article IV have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), severally at the offices of K▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & F▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place, time and not jointlydate as shall be agreed between the Company and ST (the date on which the Closing occurs, to purchasethe “Closing Date”). (d) At the Closing, and the Issuer agrees Company shall irrevocably instruct the Company’s transfer agent to issue to the Backstop Parties certificates representing the Acquired Shares against payment by or on behalf of each Backstop Party of the purchase price therefor by wire transfer in immediately available funds to the account designated by the Company in writing at least two days prior to the expiration date of the Rights Offering. (e) At the Closing, the Company shall 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 Initial shares. The Parties intend to treat the Backstop PartyCommitment and the Backstop Option Premium as a “put option” and a “put option premium”, on 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 Date for 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 Purchase Pricefederal, state or foreign Law, order or other legal restraint regulating antitrust matters (collectively, the amount “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 Notes equal 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 Initial Backstop Partymeasures 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 actions and do, or cause to be done, all other things necessary, proper or advisable to secure clearance under the HSR Act and all applicable Antitrust Laws (including the expiration or termination of any applicable waiting period thereunder) of the transactions contemplated by this Agreement. (g) Upon clearance under the 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 Percentage as shall automatically and without any further action on the part of August 18, 2020 any Person convert to shares 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”)Common Stock.

Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows: (a) On and the terms, subject to the terms conditions, and conditions hereofin reliance on the representations and warranties set forth in this Agreement, including entry each of the Confirmation Order, (i) each Backstop Party other than the RCF Lender Backstop Parties Providers hereby agrees, severally and not jointly, to purchase, and the Issuer agrees to issue to such Backstop Party, purchase on the Closing Date for Effective Date, a number of shares of New Common Stock at the applicable Purchase Price, the amount of Unsubscribed Securities Exercise Price equal to such Backstop PartyProvider’s Backstop Commitment Percentage Amount. The Backstop Commitments of the aggregate Unsubscribed SecuritiesBackstop Providers are several, not joint, obligations of the Backstop Providers, such that no Backstop Provider shall be liable or otherwise responsible for the Backstop Commitment of any other Backstop Provider. The shares of New Common Stock that each of the Backstop Providers is required to purchase pursuant to this Agreement (after giving effect to any adjustment pursuant to Section 1.1) are referred to herein as such Backstop Provider’s “Backstop Commitment Shares”. (b) On or prior to the 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 accordance with an escrow account approved by counsel to the Rights Offering Procedures Company and the Plan; provided that for purposes of this clause Backstop Providers, respectively (ithe “Escrow Account”), the aggregate . Each Backstop Commitment Percentage of the RCF Lender Backstop Parties Provider shall be deemed to be 0%, and have satisfied its obligation to pay the Backstop Commitment Percentages of all other Backstop Parties shall be deemed increased proportionately so thatAmount by submitting documentation to the Subscription Agent (the “Exchange Documentation”), in form and substance reasonably satisfactory to the aggregateRequisite 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 other Defaulting Backstop Parties shall be 100% (such obligation Provider did not satisfy its obligations to purchase the Unsubscribed Securitiespay 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 Backstop Default (the “Rights Offering CommitmentDefault 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 Initial such party, a “Third Party Backstop Party 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 purchasedeposit 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 Issuer agrees to issue to such Initial Backstop PartyCommitment Fee Shares hereunder (the “Closing”) will occur at 10:00 a.m., New York City time, on the Closing Effective Date for and shall occur simultaneously with the applicable Purchase Price, the amount of Additional Notes equal to such Initial Backstop Party’s Backstop Commitment Percentage as of August 18, 2020 closing of the aggregate Additional Notes purchase and sale of the Rights Offering Shares. At the Closing, (i) the 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 terms instructions provided by the Debtors to the Subscription Agent no later than two (2) Business Days prior to the Effective Date, and (ii) the Company shall deliver to each Backstop Provider (A) a certificate or certificates duly executed on behalf of the Company registered in the name of such Backstop Provider (or its designee) representing the number of Backstop Shares and Commitment Fee Shares to be issued to such Backstop Provider by the Company pursuant to this Agreement, and (B) 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 ▇▇▇▇▇ Day, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Chicago, Illinois 60601-1692. (e) Anything in this Agreement to the contrary notwithstanding (such obligation but without limiting the provisions of Section 12.1 hereof), any Backstop Provider, in its sole discretion, may designate in writing at least two (2) Business Days prior to purchase the Additional NotesEffective Date that some or all of its Backstop Shares or Commitment Fee Shares be issued in the name of, together with the Rights Offering Commitmentand delivered to, the “Backstop Commitment”)one or more of its controlled Affiliates or Related Funds.