Common use of Definitive Documentation Clause in Contracts

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Sponsors, and Honeywell, except as otherwise set forth herein, (iiiii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iviii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (viv) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (viv) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, and as may be amended from time to time, the “Restructuring Plan Transaction Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable satisfactory to the Required Consenting Creditors and shall comprise: (ia) the Debtors, motion to approve the Debtor’s entry into this Agreement pursuant to sections 105(a) and 363(b) of the Bankruptcy Code and the performance by the Company of its obligations thereunder and under this Agreement (iithe “PSA Approval Motion”) and the order of the Bankruptcy Court approving the relief requested in the PSA Approval Motion (the “PSA Approval Order”) which order shall be consistent with the rights of holders of DIP Claims and Senior Secured Note Claims to credit bid as set forth in the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional InvestorsTerm Sheet, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting NoteholdersFinal DIP Order, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders.Bankruptcy Code; (b) The Restructuring Documents include: (i) the Approved Plan and each document or agreement contemplated in connection with the effectiveness of the Plan; (iic) the order of the Bankruptcy Court confirming the Plan and authorizing all of the transactions and agreements contemplated by the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (d) the Backstop Commitment Agreement and the motion to approve the Debtor’s entry into the Backstop Commitment Agreement pursuant to sections 105(a) and 363(b) of the Bankruptcy Code and the performance by the Company of its obligations thereunder, including the payment of fees and expenses on such terms as are acceptable to a majority of the Consenting Creditors who execute the Backstop Commitment Agreement (the “BCA Approval Motion”) and the order of the Bankruptcy Court approving the relief requested in the BCA Approval Motion (the “BCA Approval Order”); (e) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect relating to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan and procedures for solicitation of the Rights Offering (as defined below, and such procedures the “Rights Offering Procedures” and the order approving the Rights Offering Procedures, the “Rights Offering Procedures Order,” and such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement (the “Disclosure Statement Approval Motion”), and the order entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (iiif) the Exit Financing Commitment Agreements and all documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”);related thereto; and (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vg) all other documents that will comprise the supplement supplements to the Approved Plan; and Plan (vi“Plan Supplements”). All Plan Transaction Documents that remain subject to negotiation and completion shall contain terms, conditions, representations, warranties, and covenants materially consistent with the terms of this Agreement and the Plan Term Sheet, and shall otherwise be in form and substance reasonably satisfactory to each of (i) Exide and (ii) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation OrderRequired Consenting Creditors. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, ; (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, ; (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, ; (iv) solely to the extent such documents adversely affect the economic plan treatment of the Prepetition Lenders, the Requisite Consenting Lenders, ; and (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the Credit Facilities or the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Sponsors, and Honeywell, except as otherwise set forth herein, (iiiii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iviii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (viv) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (viv) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including ; (iv) the backstop commitment agreement for the Rights Offering DIP Documents (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”as applicable); (ivv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vvi) all other documents that will comprise the supplement to the Approved Plan; and (vivii) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of: (a) the Plan (and all exhibits thereto); (b) the Confirmation Order and pleadings in support of every entry of the Confirmation Order; (c) the Disclosure Statement and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) the order entered by of the Bankruptcy Court approving the Disclosure Statement and every pleading, motion, proposed order or document the Solicitation Materials; (but not including any notices, except as otherwise set forth e) the documentation in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation respect of the transactions contemplated by this Agreement DIP Facility (including the Term SheetDIP Credit Agreement, the Interim DIP Order, the Final DIP Order, the motion to approve the DIP Credit Agreement, and all other motions, briefs, affidavits, declarations, orders, and other documents related to the DIP Credit Agreement) (the “DIP Documentation”); (f) customary “first day” and “second day” motions and proposed orders (the “First Day and Second Day Pleadings”); (g) the Exit Facility and all related documents (the “Exit Facility Documentation”); (h) the New Exit Note, if any; (i) (A) so long as the Noteholder Termination (as defined below) shall not have occurred, the Sponsor Backstop Commitment Agreement (as defined in Exhibit A-1 hereto) or (B) if the Noteholder Termination shall have occurred, the Equity Backstop Commitment Agreement (as defined in Exhibit A-2 hereto); (j) so long as the Noteholder Termination (as defined below) shall not have occurred, the Noteholder Backstop Commitment Agreement; (k) the Rights Offering Procedures; (l) such documentation to be determined by the Plan Sponsor and the Debtors governing the terms of the Incremental Equity Investment (if any); (m) the Registration Rights Agreement; (n) the SHA; (o) the Management Incentive Plan; (p) amended employment agreements for each executive officer of the Reorganized Debtors; (q) the certificates of incorporation, limited liability agreements, bylaws, and other organizational documents (as applicable) of the Reorganized Debtors; and (r) all other documents that will comprise the Plan Supplement or are otherwise related to the Plan. The Restructuring Documents that remain Definitive Documentation remains subject to negotiation and completion shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects withwith the terms of this Agreement, and containing the terms and conditions shall be subject to any consent rights set forth in, in this Agreement (including the Term Sheet), and otherwise be in form and substance acceptable to the Debtors and the Required Supporting Term Lenders5 and reasonably acceptable to (i) the Debtors, (ii) Required Supporting Noteholders and the Plan Sponsors and HoneywellPrepetition RBL Agent; provided that, except as otherwise set forth herein, (iii) solely the Definitive Documentation shall be deemed acceptable to the extent such documents adversely affect Prepetition RBL Agent unless the Additional Investors, the Requisite Additional Investors, Prepetition RBL Agent delivers written notice (ivwhich may be by email) solely to the extent such documents adversely affect contrary to the economic treatment Company Parties and the Required Supporting Term Lenders within two (2) business days of the Prepetition LendersRBL Agent’s receipt of such documentation; provided, further, that the Exit Facility Documentation shall be in form and substance acceptable to the Debtors, the Requisite Consenting Lenders, (v) solely Required Supporting Term Lenders and the Prepetition RBL Agent and reasonably acceptable to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Required Supporting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ Exit Facility contemplated thereunder shall be consistent in all material respects with the Exit Facility Term Sheet Sheet; provided, further, that, by executing this Agreement, the undersigned Parties acknowledge and otherwise subject to agree that the reasonable consent form and approval substance of the Debtors, HoneywellDIP Credit Agreement, the Plan SponsorsInterim DIP Order, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of Sponsor Backstop Commitment Agreement and the Noteholder Backstop Commitment Agreement attached to the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of Term Sheet, respectively, as Exhibit ▇-▇, ▇▇▇▇▇▇▇ following consummation ▇-▇, Exhibit E, and Exhibit G are each acceptable to such Party (for the avoidance of doubt, any amendments or modifications to the Noteholder Backstop Commitment Agreement shall require the consent of the Restructuring Transactionsparties as set forth therein and herein); provided, further, that the undersigned Original RSA Parties acknowledge and agree that the form and substance of the Equity Backstop Commitment Agreement (as defined in Exhibit A-2) is acceptable to each such Party; provided, further, that the Definitive Documentation shall specify the price per share and the number of shares with respect to the New Common Equity Pool in a manner acceptable to the Plan Sponsor.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court, the U.S. Bankruptcy Court and the U.K. Court, and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the PartiesDebtors in the Judicial Reorganization, the Chapter 15 Proceedings or the U.K. Proceedings at any point prior to the extenttermination of this Agreement, including without limitation: (i) the Agreed Plan; (ii) the Backstop Commitment Agreements; (iii) the Additional Supporting Investor Commitment Agreements; (iv) the order by the Bankruptcy Court confirming the Agreed Plan (the “Confirmation Order”); (v) the orders recognizing and enforcing the provisions of the Confirmation Order in each case, such orders, pleadings, motions, proposed orders the Recognition Proceedings and/or obtaining any ancillary relief in the Recognition Proceedings necessary or documents relate appropriate to consummate the Agreed Plan (the “Recognition Orders”); (vi) the composition plan for Oi Coop in the courts of the Netherlands (the “Dutch Proceedings”) to the Restructuring Transactions extent such plan is proposed by the Debtor (such plan, the “Debtor Composition Plan”); (vii) all documents and agreements governing the issuance or the implementation or consummation terms of the transactions contemplated Warrants; (viii) all documents and agreements governing the issuance or terms of the New Notes; (ix) all documents and agreements governing the issuance or terms of the Convertible Debentures; (x) the escrow agreement (the “Escrow Agreement”) entered into in accordance with Section 4(c)(viii) of this Agreement; (xi) any registration rights agreements; (xii) the Offering Procedures and the procedures for conducting the Bookbuilding; and (xiii) any and all other documents or agreements agreed by this Agreement the Required Anchor Investors to be necessary to implement the Restructuring. (including the Term Sheet). b) The Restructuring Documents that Documents, including any amendments thereto, remain subject to negotiation and completion shall and shall, upon completion, contain terms, conditions, representations, warranties, warranties and covenants consistent in all respects withwith the terms of this Agreement, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance reasonably acceptable to the Required Anchor Investors; provided that the Restructuring Documents, including any amendments thereto, set forth in Sections 3(a)(vii), (iviii), (ix), (x) and (xi) shall be in form and substance acceptable to the DebtorsRequired Anchor Investors and the Restructuring Documents, including any amendments thereto, set forth in Sections 3(a)(i) and (ii) the Plan Sponsors shall be in form and Honeywell, except as otherwise set forth herein, (iii) solely substance acceptable to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Ordereach Anchor Investor. (c) FurtherThe Debtors will use commercially reasonable efforts to provide draft copies of all documents that the Debtors intend to file with the Bankruptcy Court, notwithstanding anything set forth the U.S. Bankruptcy Court, the U.K. Court or in this Agreement Dutch Proceedings to the contrary, Anchor Investors through their respective counsel at least two (2) days before the definitive date on which Debtors intend to file such documents or agreements for as soon as reasonably practicable thereafter[; provided that the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ Agreed Plan, including any proposed amendments thereto, shall be consistent in all material respects with provided at least three (3) business days before the Term Sheet and otherwise subject date on which the Debtors intend to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investorsfile]. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document of: (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, (iia) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan ); (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vib) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. ; (c) Furtherthe disclosure statement (the “Disclosure Statement”) and the other solicitation materials in respect of the Plan (such materials, notwithstanding anything collectively, the “Solicitation Materials”); (d) the documentation with respect to the DIP Facility, including the DIP Note, the Interim DIP Order, the Final DIP Order, the DIP Motion, and all other motions, notices, declarations, orders, stipulations, or other documents related to the DIP Note (collectively, the “DIP Documentation”); (f) the documentation with respect to the Senior Secured Note, the Secured Subordinated Note, and the General Unsecured Note; (g) the documentation with respect to the Exit Facility, including the Exit Facility Agreement and any and all other agreements, documents, certificates and instruments delivered or to be entered into in connection therewith (collectively, the “Exit Facility Documents”); (g) the certificates of incorporation, limited liability company agreements, bylaws, and other organizational and stockholders agreements and documents (as applicable) of the Reorganized Debtors; and (h) all other documents that will comprise the Plan Supplement(s) or are otherwise related to the Plan. The Definitive Documentation remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall be subject to any consent rights set forth in this Agreement and otherwise be in form and substance reasonably acceptable to the contraryDebtors; provided, that, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ Exit Facility Documents shall be in form and substance reasonably acceptable to the Debtors and the Plan Co- Proponent and consistent in all material respects with the Exit Facility Term Sheet and otherwise subject attached as an exhibit to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional InvestorsSupplement. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The Restructuring will be implemented pursuant to various documents and agreements, including the Plan, which Plan shall contain the terms and conditions set forth in, and shall be otherwise consistent with, the Plan Term Sheet. The definitive documents and agreements (collectively, the “Restructuring DocumentsDocume nts”) related to or otherwise utilized to implementconsist of: (i) the Plan; (ii) an order confirming the Plan (the “Confirmation Order”); (iii) the Disclosure Statement, effectuate or govern the Restructuring Transactions shall consist other solicitation materials in respect of every the Plan (such materials, collectively, the “Solicitation Materials”), and an order entered by the Bankruptcy Court approving the Disclosure Statement and every pleadingSolicitation Materials as containing, motionamong other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Stateme nt Order”); (iv) a motion by the Debtors seeking Bankruptcy Court approval to enter into this Agreement pursuant to section 363(b) of the Bankruptcy Code (the “RSA Motion”); (v) an order approving the RSA Motion (the “RSA Order”); (vi) any documents in respect of the MIP; (vii) any documents disclosing the identity of the officers and members of the board of directors or board of managers, as applicable, of any of the reorganized Debtors and the nature of and compensation for any “insider” under the Bankruptcy Code who is proposed order to be employed or document retained by any of the reorganized Debtors; (viii) any list of material executory contracts and unexpired leases to be assumed, assumed and assigned, or rejected; (ix) any documents or agreements for the governance of the Reorganized Debtors following the Effective Date, including any constitue nt documents, certificates of incorporation, bylaws, or other shareholder or unitholder agreements; (x) any documents necessary to effectuate the Mansfield Settlement, solely to the extent the terms therein are not incorporated into the Plan, the Plan Supplement, or the Confirmation Order; and (xi) all other documents and agreements that will comprise the Plan Supplement, including but not including any noticeslimited to the Plan Administrator Agreement, the form of indenture for the New FE Notes and the Amended Separation Agreement, except as otherwise set forth in this sectionprovided herein. (b) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants materially consistent in all respects with, and containing with the terms and conditions set forth inof this Agreement, this Agreement (including the Plan Term Sheet), and otherwise . Each of the Restructuring Documents shall be in form and substance reasonably acceptable to (i) the Debtors, (ii) Consenting Creditors representing at least 70% of the total aggregate principal and face amount of unsecured Creditor Claims held by the Consenting Creditors, whic h shall include (A) Consenting Creditors that hold at least 33% of the total aggregate principa l amount of the Certificate Claims held by the Consenting Creditors and (B) (x) to the extent affecting distributions on account of, or economic treatment of, FES Single-Box Unsecured Claims in a manner inconsistent with the Plan Sponsors and Honeywell, Term Sheet (except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investorsinconsistency only results in pro rata dilution of New FES Common Stock), the Requisite Additional Investorsrights of minority holders of New FES Common Stock (to the extent inconsistent with the Corporate Governance Term Sheet) or release or exculpation provisions relating to the FES Creditor Group, members of the FES Creditor Group holding at least 50% of the total face amount of the FES Claims and FENOC/FES Claims held by the FES Creditor Group and (ivy) solely to the extent affecting distributions on account of, or economic treatment of, FENOC/FES Unsecured Claims in a manner inconsistent with the Plan Term Sheet (except to the extent such documents adversely affect the economic treatment inconsistency only results in pro rata dilution of New FES Common Stock), members of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment FES Creditor Group holding at least 50% of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment total face amount of the Consenting Equityholders, FENOC/FES Claims held by the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan FES Creditor Group (the “Disclosure StatementRe quisite Supporting Parties”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval Committee. Each of the Debtors, Honeywell, the Plan SponsorsCommittee, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing Consenting Creditors agrees that it shall act in any good faith and use and undertake all commercially reasonable efforts to negotiate and finalize the terms of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring TransactionsDocuments.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions shall consist of include every order entered by the Bankruptcy Court Court, and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, Debtors at any point prior to the extentTermination Date including, in each case, such orders, pleadings, motions, proposed orders or documents relate without limitation: (a) the Plan (and all exhibits thereto) and the confirmation order with respect to the Restructuring Transactions Plan (the “Confirmation Order”); (b) the Disclosure Statement (and all exhibits thereto); (c) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); and (d) any documents or agreements in connection with the implementation or reorganized Debtors after the date of consummation of the transactions contemplated by this Agreement the Plan (including the Term Sheet“Plan Effective Date”), including, without limitation, any shareholders’ agreements, amended certificates of incorporation or similar organizational documents, or other related transactional or corporate documents. The Restructuring Documents that remain Definitive Documentation identified in the foregoing sentence remains subject to negotiation and completion shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement. Any document that is included within the definition of “Definitive Documentation,” including any amendment, supplement, or modification thereof, shall be in all respects witha form and substance reasonably satisfactory to the Debtors and the Requisite Consenting Creditors; provided, that for documents, terms, and containing provisions of the terms and conditions set forth in, this Agreement Definitive Documentation that constitute a Supermajority Matter (including the Term Sheetas defined below), such documents, terms, and otherwise provisions shall be in form and substance reasonably acceptable to the Debtors and the Requisite Supermajority Consenting Creditors (ias defined below). The Debtors acknowledge and agree that they will provide advance draft copies of all Definitive Documentation at least five (5) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely days prior to the extent date when the Debtors intend to file any such documents adversely affect the Additional Investorspleading or other document (and, the Requisite Additional Investorsif not reasonably practicable, (ivas soon as reasonably practicable prior to filing) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject LLP (“Latham”), as counsel to the reasonable consent and approval of the Debtors, Honeywell, the Plan SponsorsConsenting Incremental Term Loan Lenders, and the Requisite Additional Investors. (d) Except as specifically set forth hereinWeil, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇Gotshal & ▇▇▇▇▇▇ following consummation LLP (“Weil”), as counsel to the Consenting OpCo Noteholders, and shall consult in good faith with Latham and Weil regarding the form and substance of the Restructuring Transactionsany such proposed filing.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to (i) the Debtors, ; (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, ; (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, ; (iv) solely to the extent such documents adversely affect the economic plan treatment of the Prepetition Lenders, the Requisite Consenting Lenders, ; and (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the Credit Facilities or the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) BCA and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. The Company and the Initial Consenting Noteholders shall, in good faith, negotiate, execute and deliver definitive documentation necessary to implement the Transaction (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any noticesmodifications, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders amendments or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheetsupplements thereto), and otherwise be each in form and substance reasonably acceptable to the Company and the Initial Consenting Noteholders. Common Share Consolidation The common shares of the Company may be consolidated in connection with the implementation of the Transaction, as may be determined by the Company and the Initial Consenting Noteholders. Other Conditions and Approvals The Transaction shall be subject to other approvals and conditions as are customary for transactions of this nature, including, without limitation, as applicable: (ia) the Debtorsreceipt of any and all required consents and approvals from required security holders and other required parties, (ii) the Plan Sponsors and Honeywell, except as unless otherwise set forth herein, (iii) solely addressed pursuant to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. Final Order; (b) The Restructuring Documents include: (i) as part of the Approved Plan; (ii) Transaction, all of the disclosure statement (Convertible Debentures shall be exchanged in accordance with this Term Sheet and all exhibits and other documents and instruments related thereto) claims with respect to the Approved Plan Convertible Debentures shall be irrevocably and finally extinguished, discharged and released; (c) the “Disclosure Statement”continued listing of the Company’s common shares on the Toronto Stock Exchange (subject to receipt of customary final documentation); (d) extension of the Revolving Credit Facility for a one-year term on substantially similar terms as the current Revolving Credit Facility, and/or with such other terms as are acceptable to the Company and the Initial Consenting Noteholders; (e) amendment to the Existing Second Lien Note Purchase Agreement to reflect the terms of and allow for the implementation of the Transaction in accordance with this Term Sheet in form and substance acceptable to the Company and the Initial Consenting Noteholders; (f) execution of an intercreditor agreement to reflect the lien subordination of the New Third Lien Notes to the Revolving Credit Facility, the other solicitation materials Existing Second Lien Notes and New Second Lien Notes in respect of form and substance acceptable to the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement Company and the order approving the Disclosure Statement Initial Consenting Noteholders; (the “Disclosure Statement Order”); (iiig) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock Support Agreement shall remain in full force and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering effect and shall not have terminated; (the “BCA”h) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth Interim Order and Final Order in this Agreement form and substance acceptable to the contraryCompany and the Initial Consenting Noteholders; (i) payment of reasonable documented fees and expenses of ▇▇▇▇, the definitive documents or agreements for the post-Effective Date governance of reorganized Weiss, Rifkind, ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of & ▇▇▇▇▇▇▇▇ following LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ Inc., the legal and financial advisors to the Initial Consenting Noteholders, in each case in accordance with the terms and conditions of written agreements entered into with the Company; and (j) consummation of the Restructuring TransactionsCBCA Plan by the Outside Date. Equity Incentive Plans The Company shall not make changes to its existing equity incentive plans or implement any new or additional equity incentive plans, in each case on or prior to the implementation of the Transaction, without the consent of the Initial Consenting Noteholders, and shall not prior to the implementation of the Transaction, without the consent of the Initial Consenting Noteholders, settle any existing equity awards (other than in the ordinary course pursuant to the terms of the existing equity incentive plans) or deem the Transaction to be a change of control pursuant to any existing equity incentive plans. Second Lien Warrants The Second Lien Warrants shall be amended as of the Effective Date to represent 5% of the outstanding common shares of the Company following implementation of the Transaction (subject to dilution by issuances under the Company’s equity incentive plans) and to have an amended exercise price equal to the equity value of the common shares of the Company, on a per share basis, based upon a methodology that has been agreed upon by the Company and the Initial Consenting Noteholders. The Second Lien Warrants shall dilute all of the outstanding common shares, including the New Common Shares, of the Company. Public Announcements All public announcements in respect of the Transaction shall be in form acceptable to the Company and the Initial Consenting Noteholders, provided that nothing shall prevent a party from making public disclosure in respect of the Transaction to the extent required by applicable law.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring DocumentsDefinitive Documentation”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of: (a) the Plan (and all exhibits thereto); (b) the Confirmation Order and pleadings in support of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation entry of the transactions contemplated by this Agreement Confirmation Order; (c) the Disclosure Statement and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation Materials”); (d) the documentation in respect of the DIP Facility (including the Term SheetDIP Agreement and related motions and orders); (e) the Commitment Letter; and (f) all other documents that will comprise the Plan Supplement or are otherwise attached as exhibits to this Agreement. The Restructuring Documents that remain Where Definitive Documentation remains subject to negotiation and completion shall as of the Agreement Effective Date, such Definitive Documentation shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects withwith the terms of this Agreement, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance acceptable to the Debtors and reasonably acceptable to each of (i) the Debtors, Supporting Common Interest Holders and (ii) the Required Consenting Creditors (and solely with respect to provisions relating to their treatment or rights, acceptable to the Required Consenting Term Lenders and the Required Consenting Revolving Lenders, and solely with respect to (x) their $100,000 cash recovery under the Plan, (y) any action that affects the releases granted under Article VIII of the Plan Sponsors in a way that would render the releases granted to any Released Party affiliated with the Supporting Class B Interest Holders not commensurate with those granted to the other Released Parties, and Honeywell(z) any consent, except as otherwise observation, or approval rights of the Supporting Class B Interest Holders set forth hereinin Articles III.H, IX.A.1, X.A., and XII.J of the Plan). Notwithstanding the foregoing, the (1) Confirmation Order, (iii2) solely the DIP Facility Order, and (3) the new organizational and governance documents of Reorganized Holdings shall be in form and substance acceptable to the Supporting Common Interest Holders and the Required Consenting Term Lenders. For the avoidance of doubt, (A) the DIP Facility Order and the New Term Loan Agreement Documents, shall be in form and substance acceptable to the Required Consenting Revolving Lenders, (B) the Confirmation Order shall be acceptable to the Required Consenting Revolving Lenders to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investorsaffecting their treatment or rights, (ivC) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; , and (ii) other Plan Supplement documents shall be reasonably acceptable to the disclosure statement Required Consenting Revolving Lenders to the extent affecting their treatment or rights, and (D) the the new organizational and all exhibits and other governance documents and instruments related thereto) with of Reorganized Holdings (to the extent adverse in any material respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect interests of the Approved Plan (such materialsRequired Consenting Revolving Lenders) shall be in form and substance acceptable the Required Consenting Revolving Lenders, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement it being expressly agreed and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance understood that all of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management provisions of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements organizational documents (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vi) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth described in this Agreement and (ii) in effect as of the date hereof, are acceptable to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional InvestorsConsenting Revolving Lenders. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) 3.01. The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, implement or effectuate or govern the Restructuring Transactions (collectively, the “Definitive Documentation”) shall consist include, without limitation, the following: (A) the Amended Plan and its exhibits, ballots, and solicitation procedures; (B) the Confirmation Order; (C) the Disclosure Statement; (D) the order of every order entered by the Bankruptcy Court approving the Disclosure Statement and every pleadingthe other Solicitation Materials; (E) the Plan Supplement; (F) the New Convertible Notes indenture and any related documentation; (G) the documentation issuing and setting forth the rights, motionpreferences and privileges of the New Common Equity Interests; (H) the Registration Rights Agreement, proposed order or document if any; (but not including I) the Company Corporate Governance Documents; (J) the New Notes indenture and any notices, except as otherwise set forth in this sectionrelated documentation; (K) filed by the Parties, New Bank Term Loan Facility Documents; (L) the New Bank Borrower Corporate Governance Documents; (M) the motion seeking authority to perform pursuant to the extent, in each case, terms of this Agreement; and (N) such orders, pleadings, motions, proposed orders other agreements and documentation reasonably desired or documents relate necessary to the Restructuring Transactions or the implementation or consummation of consummate and document the transactions contemplated by this Agreement (including Agreement, the Plan Term Sheet), and the Amended Plan. 3.02. The Restructuring Documents that remain subject to negotiation and completion shall upon Upon completion, the Definitive Documentation and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth inof this Agreement, as they may be modified, amended, or supplemented in accordance with Section 12. Further, the Definitive Documentation not executed or in a form attached to this Agreement (including as of the Term Sheet), and Execution Date shall otherwise be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Noteholders; provided that the Definitive Documentation, other than (iE) the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect it does not relate to the Additional InvestorsNew Bank Term Loan Facility Documents, the Requisite Additional InvestorsConsenting Bank Lenders, or their treatment, rights or obligations), (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting LendersF), (v) solely to the extent such documents adversely affect the economic treatment of the Senior NotesG), the Requisite Consenting Noteholders(H), (I), and (vi) solely J), shall be in form and substance also reasonably acceptable to the extent Required Consenting Bank Lenders, such documents approval not to be unreasonably withheld; provided further that, notwithstanding the foregoing, the Company Corporate Governance Documents shall be acceptable only to the Required Consenting Non-Crossholders and the Required Consenting Crossholders; provided further that the Required Consenting Non-Crossholders and the Required Consenting Crossholders will consult with the Company Parties regarding such Company Corporate Governance Documents, provided, that nothing in the Company Corporate Governance Documents shall adversely affect impact the economic treatment recovery of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect holders of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything Common Equity Interests as set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional InvestorsTerm Sheet. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term Sheet). The Restructuring Documents that remain subject to negotiation and completion shall upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and otherwise be in form and substance reasonably acceptable to of: (i) this Agreement and the Debtors, (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved PlanRSA Term Sheet; (ii) the disclosure statement documentation in respect of the proposed DIP Facilities (including the motion pursuant to sections 363 and 364 of the Bankruptcy Code to authorize the Debtors to obtain post-petition secured financing (the “DIP Financing Motion”), the Interim DIP Order in the form attached as Exhibit C to the RSA Term Sheet, the order approving the DIP Financing Motion on a final basis (in form and substance reasonably satisfactory to the DIP Agent, the Required DIP Lenders, the Required Supporting Noteholders, the Supporting Lenders and the Debtors, the “Final DIP Order” and together with the Interim DIP Order, the “DIP Orders”) and the DIP Credit Agreement together with all related loan documents (the “DIP Loan Documents)); (iii) the Plan (and all exhibits and other documents and instruments related thereto); (iv) with respect to a disclosure statement for the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement Statement, and the order entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; ; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order entered by the Bankruptcy Court confirming the Approved Plan (the “Confirmation Order”); (vi) the documentation with respect to the Exit Second Lien Facility and pleadings the Exit Revolving Facility or the Alternative Exit Facility, as applicable (with the proceeds of any such Alternative Exit Facility being used to indefeasibly pay in support cash, in full and final satisfaction, settlement, release and discharge of entry and in exchange for the Obligations (as defined in the Credit Agreement) outstanding under the Credit Agreement (the “Credit Agreement Obligations”), and any outstanding undrawn letters of credit that have not been replaced or released as of the Confirmation Orderclosing of such facility shall be cash collateralized at 105% of the face amount thereof pursuant to arrangements satisfactory to the issuers thereof), and in the case of the Exit Revolving Facility, in form and substance reasonably satisfactory to the Supporting Lenders; and (viii) such other documents or agreements as may be reasonably necessary to implement the Restructuring contemplated by this Agreement and the RSA Term Sheet. (b) Each of the Restructuring Documents remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with this Agreement and the RSA Term Sheet and shall otherwise be in form and substance reasonably satisfactory to the Debtors, Supporting Lenders, the Required Supporting Noteholders and the Supporting Interest Holders. (c) FurtherThe transaction documents in the foregoing forms, notwithstanding anything set forth in with the foregoing required approvals or as otherwise modified pursuant to the terms of this Agreement are collectively referred to herein as the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors“Approved Transaction Documents”). (d) Except as specifically set forth herein, nothing in any Each of the Restructuring Documents exhibits attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall impose any restrictions on any Party transferring any include the exhibits. The terms of this Agreement and the exhibits shall whenever possible be read in a complementary manner; provided, that, to the extent there is a conflict between this Agreement and the exhibits, the conflicting term of this Agreement (excluding exhibits) shall control and govern; provided, further, that to the extent there is a conflict among the exhibits hereto, the conflicting term of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring TransactionsRSA Term Sheet shall control and govern.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Sponsors, and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (ivii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (viii) solely to the extent such documents adversely affect the economic treatment of the Senior NotesNoteholders, the Requisite Consenting Noteholders, and (viiv) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including ; (iv) the backstop commitment agreement for the Rights Offering DIP Documents (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”as applicable); (ivv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vvi) all other documents that will comprise the supplement to the Approved Plan; and (vivii) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be subject to the reasonable consent and approval of Honeywell and the Plan Sponsors and shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional InvestorsSheet. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) 3.01. The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, implement or effectuate or govern the Restructuring Transactions (collectively, the “Definitive Documentation”) shall consist include, without limitation, the following: (A) the Plan and its exhibits, ballots, and solicitation procedures; (B) the Confirmation Order; (C) the Disclosure Statement; (D) the order of every order entered by the Bankruptcy Court approving the Disclosure Statement and every pleadingthe other Solicitation Materials; (E) the First Day Pleadings and all orders sought pursuant thereto; (F) the Plan Supplement; (G) the Warrants and any related documentation; (H) the documentation issuing and setting forth the rights, motion, proposed order preferences and privileges of the New Equity Interests; (I) the Registration Rights Agreement; (J) the New Organizational Documents; (K) the New Notes indenture and any related documentation; and (L) such other agreements and documentation reasonably desired or necessary to consummate and document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including Agreement, the Restructuring Term Sheet), and the Plan. 3.02. The Restructuring Documents that remain subject to negotiation and completion shall upon Upon completion, the Definitive Documentation and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing with the terms and conditions set forth inof this Agreement, as they may be modified, amended, or supplemented in accordance with Section 12. Further, the Definitive Documentation not executed or in a form attached to this Agreement (including as of the Term Sheet), and Execution Date shall otherwise be in form and substance reasonably acceptable to (i) the DebtorsCompany Parties and, (ii) the Plan Sponsors and HoneywellRequired Consenting Noteholders; provided, except as otherwise set forth hereinhowever, (iii) solely that, notwithstanding the foregoing, the New Organizational Documents shall be acceptable only to the extent Required Consenting Noteholders; provided, further, however, that the Required Consenting Noteholders will consult with the Company Parties regarding such documents New Organizational Documents, provided, that nothing in the New Organizational Documents shall adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect impact the economic treatment recovery of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment holders of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything Common Equity Interests as set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring TransactionsTerm Sheet.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern governing the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court, the U.S. Bankruptcy Court and the U.K. Court, and every pleading, motion, proposed order order, or document (but not including any notices, except as otherwise set forth in this section) filed by the PartiesDebtors in the Judicial Reorganization, the Chapter 15 Proceedings or the U.K. Proceedings at any point prior to the extenttermination of this Agreement, including without limitation: (i) the Agreed Plan; (ii) the Commitment Agreements; (iii) the order by the Bankruptcy Court confirming the Agreed Plan (the “Confirmation Order”); (iv) the orders recognizing and enforcing the provisions of the Confirmation Order in each case, such orders, pleadings, motions, proposed orders the Recognition Proceedings and/or obtaining any ancillary relief in the Recognition Proceedings necessary or documents relate appropriate to consummate the Agreed Plan (the “Recognition Orders”); (v) the composition plan for Oi Coop in the courts of the Netherlands (the “Dutch Proceedings”) to the Restructuring Transactions extent such plan is proposed by the Debtor (such plan, the “Debtor Composition Plan”); (vi) all documents and agreements governing the issuance or the implementation or consummation terms of the transactions contemplated Warrants; (vii) all documents and agreements governing the issuance or terms of the New Notes; (viii) all documents and agreements governing the issuance or terms of the Convertible Debentures; (ix) the escrow agreement (the “Escrow Agreement”) entered into in accordance with Section 4(c)(viii) of this Agreement; (x) any registration rights agreements; (xi) the Offering Procedures and the procedures for conducting the Bookbuilding; and (xii) any and all other documents or agreements agreed by this Agreement the Required Investors to be necessary to implement the Restructuring. (including the Term Sheet). b) The Restructuring Documents that Documents, including any amendments thereto, remain subject to negotiation and completion shall and shall, upon completion, contain terms, conditions, representations, warranties, warranties and covenants consistent in all respects withwith the terms of this Agreement, and containing the terms and conditions set forth in, this Agreement (including the Term Sheet), and shall otherwise be in form and substance reasonably acceptable to the Required Investors; provided that the Restructuring Documents, including any amendments thereto, set forth in Sections 3(a)(vii), (iviii), (ix) and (x) shall be in form and substance acceptable to the DebtorsRequired Investors, and the Restructuring Documents, including any amendments thereto, set forth in Sections 3(a)(i), (ii) the Plan Sponsors and Honeywell, except as otherwise set forth herein, (iii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iv) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders, and (vi) solely shall be in form and substance acceptable to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Ordereach Initial Investor. (c) FurtherThe Debtors will use commercially reasonable efforts to provide draft copies of all documents that the Debtors intend to file with the Bankruptcy Court, notwithstanding anything set forth the U.S. Bankruptcy Court, the U.K. Court or in this Agreement Dutch Proceedings to the contrary, Investors through their respective counsel at least two (2) days before the definitive date on which Debtors intend to file such documents or agreements for as soon as reasonably practicable thereafter[; provided that the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ Agreed Plan, including any proposed amendments thereto, shall be consistent in all material respects with provided at least three (3) business days before the Term Sheet and otherwise subject date on which the Debtors intend to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investorsfile. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Amended Agreement (including the Term SheetApproved Plan and the Amended BCA). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Amended Agreement (including the Approved Plan), the Amended BCA, and the Term SheetSheet (unless such discrepancy between the Term Sheet and the Restructuring Documents is agreed to by the Requisite Consenting Second Lien Creditors and the Requisite Commitment Parties, as applicable), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Requisite Consenting Second Lien Creditors, and Honeywellthe Requisite Commitment Parties, except as otherwise set forth herein or in the Approved Plan. As used herein, the term “Requisite Consenting Second Lien Creditors” means, at any relevant time, Consenting Second Lien Creditors (iiii) solely holding at least a majority of the sum of the outstanding Second Lien Note Claims held by all Consenting Second Lien Creditors and (ii) at least fifty percent (50%) in number calculated by providing one vote to the extent such documents adversely affect the Additional Investorseach of (x) EIG Redwood Debt Aggregator, the Requisite Additional InvestorsLP and its affiliates (“EIG”), (ivy) solely to the extent such documents adversely affect the economic treatment of the Prepetition LendersAnchorage Capital Partners, the Requisite Consenting Lenders, LP and its affiliates (v) solely to the extent such documents adversely affect the economic treatment of the Senior Notes, the Requisite Consenting Noteholders“Anchorage”), and (viz) solely Guggenheim Partners Investment Management, LLC and its affiliates (“Guggenheim”) (provided, that if, at any time prior to the extent such documents adversely affect the economic treatment Effective Date, EIG, Anchorage or Guggenheim sell all of the Consenting Equityholderstheir Second Lien Note Claims, the applicable holder shall no longer have voting rights under the immediately preceding clause (ii)), and the term “Requisite Consenting Equityholders. (b) Commitment Parties” shall have the meaning ascribed to such term in the Amended BCA. The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including the backstop commitment agreement for the Rights Offering (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”); (iv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (v) all other documents that will comprise the supplement to the Approved Plan; and (vi) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Restructuring Documents”) related to or otherwise utilized to implement, effectuate or govern the Restructuring Transactions shall consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order or document (but not including any notices, except as otherwise set forth in this section) filed by the Parties, to the extent, in each case, such orders, pleadings, motions, proposed orders or documents relate to the Restructuring Transactions or the implementation or consummation of the transactions contemplated by this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)). The Restructuring Documents that remain subject to negotiation and completion shall completion, shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with, and containing the terms and conditions set forth in, this Agreement (including the Term SheetSheet and the DIP Documents (as applicable)), and shall otherwise be in form and substance reasonably acceptable to (i) the Debtors, (ii) the Plan Sponsors Sponsors, and Honeywell, except as otherwise set forth herein, (iiiii) solely to the extent such documents adversely affect the Additional Investors, the Requisite Additional Investors, (iviii) solely to the extent such documents adversely affect the economic treatment of the Prepetition Lenders, the Requisite Consenting Lenders, (viv) solely to the extent such documents adversely affect the economic treatment of the Senior NotesNoteholders, the Requisite Consenting Noteholders, and (viv) solely to the extent such documents adversely affect the economic treatment of the Consenting Equityholders, the Requisite Consenting Equityholders. (b) The Restructuring Documents include: (i) the Approved Plan; (ii) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Approved Plan (the “Disclosure Statement”), the other solicitation materials in respect of the Approved Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement and the order approving the Disclosure Statement (the “Disclosure Statement Order”); (iii) the documents or agreements relating to the issuance of the Convertible Series A Preferred Stock and the Series B Preferred Stock, including ; (iv) the backstop commitment agreement for the Rights Offering DIP Documents (the “BCA”) and the orders approving the Debtors’ entry into the BCA and this Agreement (the “Approval Orders”as applicable); (ivv) any documents or agreements in connection with the Restructuring Transactions and related to the governance and management of the reorganized Debtors following the conclusion of the Chapter 11 Cases, including any certificates of incorporation, certificates of formation, bylaws, limited liability company agreements (or equivalent governing documents), employment agreements, shareholders’ agreements and registration rights agreements; (vvi) all other documents that will comprise the supplement to the Approved Plan; and (vivii) the order confirming the Approved Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order. (c) Further, notwithstanding anything set forth in this Agreement to the contrary, the definitive documents or agreements for the post-Effective Date governance of reorganized ▇▇▇▇▇▇▇ shall be consistent in all material respects with the Term Sheet and otherwise subject to the reasonable consent and approval of the Debtors, Honeywell, the Plan Sponsors, and the Requisite Additional Investors. (d) Except as specifically set forth herein, nothing in any of the Restructuring Documents shall impose any restrictions on any Party transferring any of the equity of ▇▇▇▇▇▇▇ following consummation of the Restructuring Transactions.