Common use of Milestones Clause in Contracts

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.

Milestones. The Debtors shall implement the Restructuring Transactions shall be implemented in accordance with the following Sale Proceeding Milestones and the additional milestones set forth below (which may be extended with the prior written consent, including by email from counsel, of the Required Consenting Senior Noteholders) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones”): a. No later than August 18, 2025, all conditions to the consummation of the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), which, to the extent such date (including any extension thereof), does not consist of a date certain, Bridge Facility shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders have been consummated (the “Requisite Backstop ShareholdersBridge Facility Closing Date”) ), and the Requisite Commitment Creditors: proceeds of the Bridge Facility shall be made available to the Company Parties in accordance with the terms of the Bridge Facility Credit Agreement; b. Within two (a2) Business Days after the Debtors APA Execution Date, AYR shall file have commenced the Disclosure Statement and Approved Plan on or before November 26CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, 2021the U.S. Company Parties may commence a U.S. Liquidation Proceeding, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, as applicable (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of an order approving a distribution (after giving effect to the Priority Waterfall) of all proceeds available for distribution in the event CCAA Proceeding by the CCAA Court, and such filed Approved Plan approval shall have become final and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement non-appealable within ninety (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (4090) days after the execution of the Backstop Commitment Agreements, provided that CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to obtain a hearing date for the approval consummate and complete each of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; Liquidation Transactions within ninety-five (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (1495) days after each U.S. Liquidation Proceedings Commencement Date. For the commencement avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date shall not occur until after (1) the Sale Transaction Effective Date has occurred, (2) the Company Parties provide notice of, and the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) of, the nature, form and scope of the Disclosure Statement Hearing; U.S. Liquidation Proceedings, and (f3) the Bankruptcy Court hearing to consider entry Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Confirmation Order Milestones may be extended, waived, or modified with the prior written consent (the “Confirmation Hearing”which may include email from counsel) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (hwhich may include email from counsel) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderRequired Consenting Senior Noteholders.

Milestones. The Debtors following Milestones shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment CreditorsRequired First Lien Lenders: (a) the Debtors Petition Date shall file the Disclosure Statement and Approved Plan on or before November 26occur by March 10, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by 2020; (b) no later than December 10the Petition Date, 2021, provided that the Commitment Company Parties provide their principal comments shall have filed the First Day Pleadings with the Bankruptcy Court; (c) no later than December 3five (5) calendar days after the Petition Date, 2021 the Bankruptcy Court shall have entered the Interim DIP Order; (d) no later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final DIP Order, and provided further that (ii) the Company Parties may consent to extend such December 10, 2021 deadline to shall have filed the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or and the Disclosure Statement (which consent shall not include the Valuation Analysis, which shall be unreasonably withheld); (bacceptable to the Required First Lien Lenders in their sole and absolute discretion) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) with the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysCourt; (e) obtain entry no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties by not later than fourteen (14) days after and the commencement of the Disclosure Statement HearingRequired First Lien Lenders; (f) no later than seventy (70) calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters have entered an order approving the Disclosure Statement Orderin form and substance reasonably acceptable to the Company Parties and the Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders; (g) no later than one hundred fifteen (115) calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Company Parties by not later than thirty (30) days after and the commencement Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Confirmation HearingSecond Lien Claims, reasonably acceptable to the Required Second Lien Lenders; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty thirty (120130) calendar days after entry of the Confirmation OrderPetition Date, the Plan Effective Date shall have occurred.

Milestones. The Debtors Company shall implement complete the Restructuring Transactions in accordance with the following milestones deadlines specified below, which deadlines in all cases may be extended by written agreement of the Requisite Noteholders (collectively, the “Milestones”); provided, which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to that any Commitment Partyof the Company’s subsidiaries file for chapter 11 protection in accordance with the RSA, counsel to the Requisite Commitment Parties agree to engage in good faith discussions with the Company to extend the deadlines set forth in Section 6.21(f) through (i) as reasonably necessary: Case; (a) by not later than May 21, 2017, the Debtor shall provide comments commence the Chapter 11 (b) by three (3) days after the Petition Date, but in no event later than May 24, 2017, the Debtor shall file with the Bankruptcy Court motions seeking entry of orders (x) authorizing the Debtor to assume the Debtors RSA and this Agreement and the Debtors Debtor’s obligations thereunder and hereunder, and (y) approving procedures for the Rights Offering (together, the “RSA and Backstop Motions”); (c) by seven (7) days after the Petition Date, but in no event later than May 28, 2017, the Debtor shall file amended versions with the Bankruptcy Court the Plan, the Disclosure Statement, and a motion seeking a hearing to consider the adequacy of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language approval of the Approved Plan and/or Debtor’s solicitation procedures; (d) the Disclosure Statement Debtor shall seek to have the RSA and Backstop Motions heard at the hearing scheduled to consider the “first day” motions on a final basis (which consent shall not be unreasonably withheldthe “Second Day Hearing”); (be) by the day that is the earlier of (x) the Debtors shall execute day that is two (2) business days following the Backstop Commitment Agreements by not later than December 21Second Day Hearing, 2021; and (cy) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty thirty-five (4035) days after the execution Petition Date, but in no event later than June 26, 2017, the Bankruptcy Court shall have entered an order approving the RSA Motion (the “RSA Order”); (f) by forty-five (45) days after the Petition Date, but in no event later than July 7, 2017, the Bankruptcy Court shall have entered an order approving the Backstop Motion (the “Backstop Order”) and an order approving the adequacy of the Backstop Commitment AgreementsDisclosure Statement and the Debtor’s solicitation procedures; provided, provided that the Company shall use commercially reasonable efforts to obtain a hearing date for seek entry of the approval foregoing orders as soon as reasonably practicable before July 7, 2017; (g) within twenty (20) business days following the entry of the Backstop Commitment Agreements Order, but in advance of no event later than August 4, 2017, the January 27, 2022 omnibus hearingCompany shall complete the solicitation in connection with the Rights Offering (other than funding in connection with the Backstop Commitments); (dh) by ninety (90) days after the Petition Date, but in no event later than August 21, 2017, the Bankruptcy Court hearing to consider entry of shall have entered an order confirming the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022Plan; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain Company shall use commercially reasonable efforts to seek entry of the Disclosure Statement Order from the Bankruptcy Court foregoing order as soon as reasonably acceptable in form and substance to the Parties practicable before August 21, 2017; and (i) by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of an order confirming the Confirmation Order (the “Confirmation Hearing”) shall commence not Acceptable Plan, but in no event later than sixty (60) days from September 4, 2017, the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court Effective Date shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderoccur.

Milestones. The Debtors Borrower shall, or shall implement cause the Restructuring Transactions in accordance following to occur, by the times and dates set forth below (as any such time and date may be extended with the following milestones consent of the Required Lenders); provided that where used in this Section 5.13, any “delivery” required by this Section 5.13 shall require delivery to the Administrative Agent (which shall reasonably promptly furnish to each of the Lenders and the Specified Lender Advisors, as well as to any other Person specified below): (i) By no later than five (5) days after the Petition Date (if any), the Borrower shall file a motion seeking entry of an order scheduling a combined hearing with respect to Chapter 11 Plan confirmation and Chapter 11 Plan Disclosure Statement approval (the “MilestonesPrepack Scheduling Order”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable each case in form and substance reasonably acceptable to the Parties by Required Lenders and the Borrower. (ii) By no later than December 10five (5) days following the Petition Date, 2021the Bankruptcy Court shall enter (i) the Interim Order, provided that and (ii) the Commitment Parties provide their principal comments Prepack Scheduling Order. (iii) By no later than December 3fifty (50) days following the Petition Date, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of shall enter the Backstop Final Order shall commence not later than forty (40) days after authorizing the execution of the Backstop Commitment AgreementsDIP Facility, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance reasonably acceptable to the Parties by not later than fourteen (14) days after Required Lenders and the commencement of the Disclosure Statement Hearing;Borrower. (fiv) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not By no later than sixty (60) days from following the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter an order confirming the Confirmation Order Chapter 11 Plan in form and substance reasonably acceptable to the Parties by not Required Lenders and the Borrower. (v) By no later than thirty seventy-five (3075) days after following the commencement of the Confirmation Hearing; and (h) Petition Date, the effective date of the Approved Chapter 11 Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.

Milestones. The Debtors Each Credit Party shall implement ensure the Restructuring Transactions in accordance with satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), whichunless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Lenders): (a) no later than one (1) calendar day after the Petition Date, the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26a motion, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance reasonably acceptable to the Parties by no later than December 10Required Lenders, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 seeking approval on an interim and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language final basis of the Approved Plan and/or DIP Facility and the Disclosure Statement Adequate Protection (which consent shall not be unreasonably withheldas defined in the Interim DIP Order); (b) no later than three (3) calendar days after the Petition Date (or, to the extent such calendar day is not a Business Day, the next Business Day thereafter), the Debtors shall execute file a motion, in form and substance acceptable to the Backstop Commitment Agreements by not later than December 21Required Lenders, 2021seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors’ assets that shall include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales (the “Bidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court hearing shall enter the Interim Order; (d) no later fifteen (15) calendar days following the Petition Date, the Debtors shall have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to consider entry approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) no later than twenty-five (25) calendar days following the filing of the Backstop Order Bidding Procedures Motion, the Bankruptcy Court shall commence not enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders (the “Bidding Procedures Order”); (f) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (h) no later than forty (40) calendar days after following the execution Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Backstop Commitment Agreements, provided that Company Debtors’ assets shall use commercially reasonable efforts have occurred pursuant to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingBidding Procedures Order; (di) no later than forty-five (45) calendar days following the Petition Date, the Debtors shall conduct an auction (an “Auction”) for some, all or substantially all (in one or multiple sales) of their assets pursuant to the Bidding Procedures Order; (j) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court hearing to consider entry shall enter one or more orders approving the sale of some, all, or substantially all of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27Debtors’ assets, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in each case in form and substance reasonably acceptable to the Parties by not later than fourteen Required Lenders (14) days after the commencement of the Disclosure Statement Hearing“Sale Order”); (fk) no later than fifty (50) calendar days following the Petition Date, the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters enter the Disclosure Statement Order; (gl) no later than ninety (90) calendar days following the Petition Date, the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingOrder; and (hm) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty ninety-five (12095) calendar days after entry of following the Confirmation OrderPetition Date, the Plan Effective Date shall have occurred.

Milestones. The Debtors Debtor shall implement complete the Restructuring Transactions in accordance with the following milestones deadlines specified below, which deadlines in all cases may be extended by written agreement of the Requisite Noteholders (collectively, the “Milestones”); provided, which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to that any Commitment Partyof the Company’s subsidiaries file for chapter 11 protection in accordance with this Agreement, counsel to the Commitment Parties shall provide comments to the Debtors Requisite Noteholders and the Debtors Company agree to engage in good faith discussions to extend the deadlines set forth in 4(b)(vi) through (ix) as reasonably necessary: (i) by not later than May 21, 2017, the Debtor shall commence the Chapter 11 Case (such filing date, the “Petition Date”); (ii) by three (3) days after the Petition Date, but in no event later than May 24, 2017, the Debtor shall file amended versions with the Bankruptcy Court motions seeking entry of orders (x) authorizing the Debtor to assume the Backstop Agreement and this Agreement and the Debtor’s obligations thereunder and hereunder, and (y) approving procedures for the Rights Offering (together, the “RSA and Backstop Motions”); (iii) by seven (7) days after the Petition Date, but in no event later than May 28, 2017, the Debtor shall file with the Bankruptcy Court the Acceptable Plan, the Disclosure Statement, and a motion seeking a hearing to consider the adequacy of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language approval of the Approved Plan and/or Debtor’s solicitation procedures; (iv) the Disclosure Statement Debtor shall seek to have the RSA and Backstop Motions heard at the hearing scheduled to consider the “first day” motions on a final basis (which consent shall not be unreasonably withheldthe “Second Day Hearing”); (bv) by the Debtors shall execute day that is the Backstop Commitment Agreements by not later than December 21earlier of (x) two (2) business days following the Second Day Hearing, 2021; and (cy) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty thirty-five (4035) days after the execution Petition Date, but in no event later than June 26, 2017, the Bankruptcy Court shall have entered an order approving the RSA Motion (the “RSA Order”); (vi) by forty-five (45) days after the Petition Date, but in no event later than July 7, 2017, the Bankruptcy Court shall have entered an order approving the Backstop Motion (the “Backstop Order”) and an order approving the adequacy of the Backstop Commitment AgreementsDisclosure Statement and the Debtor’s solicitation procedures; provided, provided that the Company shall use commercially reasonable efforts to obtain a hearing date for seek entry of the approval forgoing orders as soon as reasonably practicable before July 7, 2017; (vii) within twenty (20) business days following the entry of the Backstop Commitment Agreements Order, but in advance of no event later than August 4, 2017, the January 27, 2022 omnibus hearingCompany shall complete the solicitation in connection with the Rights Offering (other than funding in connection with the Backstop Commitments (as defined in the Backstop Agreement)); (dviii) by ninety (90) days after the Petition Date, but in no event later than August 21, 2017, the Bankruptcy Court hearing to consider entry of shall have entered an order confirming the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022Acceptable Plan; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain Company shall use commercially reasonable efforts to seek entry of the Disclosure Statement Order from the Bankruptcy Court foregoing order as soon as reasonably acceptable in form and substance to the Parties practicable before August 21, 2017; and (ix) by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of an order confirming the Confirmation Order (the “Confirmation Hearing”) shall commence not Acceptable Plan, but in no event later than sixty (60) days from September 4, 2017, the date Debtor shall consummate the Bankruptcy Court enters transactions contemplated by the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Acceptable Plan (the date of such consummation, the “Plan Effective Date”), it being understood that the satisfaction of the conditions precedent to the Effective Date (as set forth in the Acceptable Plan) shall occur no later than one hundred twenty (120) days after entry be conditions precedent to the occurrence of the Confirmation OrderEffective Date.

Milestones. (a) The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, ) shall apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods belowthis Agreement, unless extended, waived, extended or otherwise agreed to in writing (email from by counsel being sufficient) by at least two unaffiliated Backstop Shareholders (to the “Requisite Backstop Shareholders”) Debtors and the Requisite Commitment CreditorsRequired Consenting GenOn Noteholders; provided, that any extension of the Milestone relating to the Backstop Approval Order shall require the agreement in writing of counsel to the Backstop Parties; provided, further, that any extension of the Milestones set forth in Sections 4(a)(i), (iii), (vi), and (viii) shall require the agreement in writing by counsel to the Required Consenting GAG Noteholders: (ai) the Petition Date shall have occurred no later than June 15, 2017; (ii) no later than 15 days after the Petition Date, the Debtors shall file the Plan, the Disclosure Statement Statement, and Approved Plan on or before November 26the motion to approve the Disclosure Statement; (iii) no later than 15 days after the Petition Date, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions the motion to authorize the Debtors to solicit participation in the New Secured Notes Offering and to approve the Notes Offering Procedures; (iv) the Debtors shall commence, subject to the availability of the Bankruptcy Court, a hearing on approval of the Disclosure Statement Order and Approved Plan acceptable in form and substance to the Parties by Notes Offering Approval Order no later than December 1060 days after the Petition Date, 2021, provided that and the Commitment Parties provide their principal comments Bankruptcy Court shall have entered the Disclosure Statement Order and the Notes Offering Approval Order no later than December 3, 2021 and provided further that 90 days after the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)Petition Date; (bv) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) 15 days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27Order, 2022; provided, that the Debtors may extend such period by fourteen (14) daysshall have commenced the solicitation of votes on the Plan; (evi) obtain the Bankruptcy Court shall have entered the Backstop Approval Order no later than 150 days after the Petition Date; (vii) the Debtors shall commence, subject to the availability of the Bankruptcy Court, a hearing on confirmation of the Plan and entry of the Confirmation Order, which shall also be an order approving the Settlement and the Settlement Agreement, to be held on a date that is no later than 60 days after entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form Order, and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Parties by not no later than thirty (30) 150 days after the commencement of the Confirmation HearingPetition Date; and (hviii) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur have occurred no later than one hundred twenty the earlier of (120a) 15 days after entry of the Confirmation Order, and (b) 180 days after the Petition Date; provided, that, if regulatory approvals associated with the Restructuring Transactions remain pending as of such date, the Plan Effective Date shall have occurred no later than the earlier of (y) 45 days after entry of the Confirmation Order, and (z) 210 days after the Petition Date (the “Outside Date”).

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, B▇▇▇▇▇▇▇ agrees to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waivedcomplete, or otherwise agreed cause to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26be completed, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by all Milestones not later than December 21, 2021; the dates set forth herein (c) or such later date to which the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not Supermajority Lenders agree in their sole discretion). ● No later than forty three (403) days after the execution of the Backstop Commitment AgreementsPetition Date, provided that Company shall use commercially reasonable efforts subject to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27availability, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter have entered the Confirmation Interim DIP Order, the Scheduling Order in form (defined below) and substance acceptable to the Parties by not Bidding Procedures Order (defined below); ● No later than thirty (30) days after the commencement Petition Date, the Bankruptcy Court shall have entered the Final DIP Order; ● No later than thirty-five (35) days after the Petition Date, the deadline for submitting indications of the Confirmation Hearing; and (h) the effective date of the Approved Plan interest (the “Plan Effective IOI Deadline”); ● No later than fifty (50) days after the Petition Date, the Bankruptcy Court shall have entered an order approving the disclosure statement; ● If the Debtors elect to pursue a sale of some or substantially all of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code (a “Sale”) shall occur to the DIP Lenders (the “Credit Bid Sale”), no later than one hundred twenty seventy (12070) days after entry of the Confirmation Petition Date, the Bankruptcy Court shall have entered an order approving the Credit Bid Sale (the “Credit Bid Sale Order.”); ● If the Debtors elect to pursue a Sale to a third party (such a Sale, a “Third-Party Sale”), (a) the Bid Deadline shall be no later than no later than sixty-five (65) days after the Petition Date; and (b) no later than ninety

Milestones. The Debtors Borrower shall implement the Restructuring Transactions in accordance comply with the following milestones Milestones (collectively, the “Milestones”): (a) [Reserved]. (b) [Reserved]. (c) The Final Order shall have been entered by no later than forty-five (45) days after the Petition Date. (d) [Reserved]. (e) The 2023 PBGC Settlement shall have been approved by the Bankruptcy Court no later than confirmation of the Plan. (f) [Reserved]. (g) [Reserved]. (h) [Reserved]. (i) The order approving the adequacy of the disclosure statement, in form and substance acceptable to the Debtors and the Required Lenders, shall have been entered no later than sixty (60) days after the Petition Date. (j) An order confirming the Plan, in form and substance reasonably acceptable to the Debtors and the Required Lenders (the “Confirmation Order”), whichshall have been entered by no later than sixty (60) days after the Petition Date. (k) The substantial consummation of the Plan shall have occurred no later than ninety (90) days after the Petition Date. 9.17 Bankruptcy Matters Each Debtor shall: (a) cause all proposed (i) orders related to or affecting the Loans and other Obligations, to the extent such date Prepetition Debt and the Credit Documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course, cash management, adequate protection, any plan of reorganization and/or any disclosure statement related thereto, (including ii) orders concerning the financial condition of the Borrower or any extension thereof)of its Subsidiaries or other Indebtedness of the Debtors or seeking relief under section 363, does not consist 364 or 365 of a date certain, shall be calculated under the Bankruptcy Code or Rule 9006 9019 of the Federal Rules of Bankruptcy Procedure, (iii) orders 135 authorizing additional payments to critical vendors (outside of the relief approved in the First Day Orders and “second day” orders) and (iv) orders establishing procedures for administration of the Chapter 11 Cases or approving significant transactions submitted to the Bankruptcy Court, in each case, proposed by the Debtors to be in accordance with and permitted by the terms of this Agreement; (b) subject to any applicable limitations set forth in the cure periods belowSecurity Documents (including in any Mortgage), including with respect to any asset subject to a separate notice period thereunder, if any assets that are of the nature secured by any Security Documents (including any owned Real Estate or improvements thereto) are acquired by the Borrower or any Subsidiary Guarantor after the Closing Date or are held by any Subsidiary on or after the time it becomes a Guarantor pursuant to Section 9.11, unless extendedan effective lien has been created under the Security Agreement and perfected under an effective UCC financing statement, waivedthe Borrower will promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or otherwise agreed reasonably requested by the Collateral Agent, as soon as commercially reasonable but in no event later than five (5) Business Days, unless extended by the Collateral Agent in its reasonable discretion, to grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: paragraph (a) of this Section, all at the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions expense of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderCredit Parties.

Milestones. The Debtors Upon completion or occurrence of each of the Milestones set forth below, Lonza shall implement invoice Customer the Restructuring Transactions amount set forth opposite such Milestone, less applicable credits posted to Customer’s account pursuant Clause 2. Unless Customer notifies Lonza in writing that it disputes any such invoice within fifteen (15) business days following the date thereof, stating in reasonable detail the basis for disputing such invoice, Lonza shall be entitled to withdraw the amount of such invoice from the Escrow Account by presenting to the Escrow Agent a copy of the invoice evidencing completion of the applicable Milestone. If Customer timely disputes any such invoice, the matter will be resolved by the Steering Committee; provided that if the Steering Committee is unable to resolve such dispute within […***…] ([…***…]) days following the date of Customer’s notice to Lonza, either Party may seek resolution of the matter pursuant to Clause 16.9. Lonza will not make a withdrawal from the Escrow Account as described above unless and until any dispute regarding the underlying invoice timely notified hereunder by Customer has been resolved in Lonza’s favor. Customer will not give a “Counter Notice” under the Escrow Agreement unless it has timely notified Lonza that it disputes in good faith an invoice presented pursuant to this Clause, and such dispute has not been resolved in Lonza’s favor. If Customer gives a Counter Notice under the Escrow Agreement and the underlying dispute is subsequently resolved in Lonza’s favor, Customer will, upon request of Lonza, execute and deliver with Lonza a joint instruction to the Escrow Agent to disburse to the amount of the relevant Milestone Payment to Lonza. Customer’s exercise of the Construction Trigger […***…]% of […***…] Completion of the 1st engineering run, but no later than […***…] months after exercise of the […***…]% of […***…] Construction Trigger; provided that such […***…]- month period shall be extended by the duration of any delay in completion of the 1st engineering run caused by or within the reasonable control of Lonza Successful completion of a PAI, but no later than […***…] months after Facility OQ; provided that such […***…]-month period shall be extended by the duration of any delay in successful completion of the PAI caused by or within the reasonable control of Lonza […***…]% of […***…] First Approval of commercial Product, but no later than […***…] months after Facility OQ; provided that such […***…]-month period shall be extended by the duration of any delay in First Approval of commercial Product caused by or within the reasonable control of Lonza […***…]% of […***…] […***…] months following First Approval of commercial Product, but no later than […***…] months after Facility OQ; provided that such […***…]-month period shall be extended by the duration of any delay in First Approval of commercial Product caused by or within the reasonable control of Lonza. Payment of this Milestone Payment will be delayed until the date on which Lonza has supplied in accordance with this Agreement and the applicable Purchase Orders (1) the total number of Batches ordered by Customer for Delivery during the first […***…] ([…***…]) months following milestones completion of final Process Validation Batch, or (the “Milestones”2) […***…] Batches (including Process Validation Batches), whichwhichever is less, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) but only if and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing delay in good faith to negotiate production is caused by or within the language reasonable control of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry Lonza. […***…]% of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.[…***…]

Milestones. The Debtors Company shall comply with, and implement the Restructuring Transactions in accordance accordance, with the following milestones (the “Milestones”)) unless extended or waived in writing by the Company, whichNCMI, and the Required Consenting Creditors pursuant to the extent such date terms hereof (including any which extension thereof), does not consist of a date certain, shall or waiver may be calculated under Rule 9006 of an email by and between the Federal Rules of Bankruptcy Procedure, subject counsel to the cure periods belowCompany, unless extendedcounsel to the Required Consenting Creditors, waived, or otherwise agreed and counsel to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:NCMI): (a) By 11:59 p.m. (prevailing Eastern Time) on April 11, 2023, the Debtors Petition Date shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)have occurred; (b) the Debtors shall execute the Backstop Commitment Agreements by not No later than December 21one (1) calendar day after the Petition Date, 2021the Company shall file the First Day Pleadings; (c) No later than 5 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearinghave entered an interim Cash Collateral Order; (d) No later than 15 calendar days after the Bankruptcy Court hearing to consider entry of Petition Date, the Company shall file the Plan, the Disclosure Statement, the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27Motion, 2022; provided, that the Debtors may extend such period by fourteen (14) daysand Solicitation Materials; (e) obtain entry of No later than 45 calendar days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearingshall have entered a final Cash Collateral Order; (f) No later than 60 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry shall have entered an order approving the Disclosure Statement and Solicitation Materials; (g) To the extent the Company enters into the New Regal Affiliate Advertising Agreement (with the consent of the Required Consenting Creditors), no later than 105 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Regal Approval Order; (h) No later than 105 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order (the “Confirmation HearingDate”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order); (gi) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not No later than thirty (30) 60 calendar days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan Date (the “Outside Date”), the Plan Effective Date”Date shall have occurred; provided, that, if this Milestone shall not have been satisfied solely because the Shareholder Vote (as defined in the Plan Term Sheet) shall occur no later than one hundred twenty (120) days after entry has not yet been approved by a majority of the Confirmation OrderNCMI shareholders at a duly held meeting of the NCMI shareholders, this Milestone shall be automatically extended a further 30 calendar days For the avoidance of doubt, any Milestone that falls on a day that is not a Business Day, shall be extended to the following Business Day.

Milestones. 4.01. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, Rules) unless extended, waived, or otherwise agreed to extended in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment CreditorsRequired Consenting Noteholders: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10January 17, 20212023, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent Petition Date shall not be unreasonably withheld)have occurred; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21three (3) days after the Petition Date, 2021the Bankruptcy Court shall have entered the Interim DIP Order; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not no later than forty (40) 21 days after the execution Petition Date, the Debtors shall have (i) delivered to counsel to the Ad Hoc Noteholder Group a business plan that is acceptable to the Required Consenting Noteholders and (ii) populated a data room with marketing materials that are acceptable to the Required Consenting Noteholders and delivered to counsel to the Ad Hoc Noteholder Group outreach target lists, teaser materials, and other marketing materials reasonably requested by the Ad Hoc Group Advisors related to a process to market and sell substantially all of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingDebtors’ assets; (d) no later than 35 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysFinal DIP Order; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen (14) 60 days after the commencement of Petition Date, the Debtors shall have filed the Plan and Disclosure Statement Hearingwith the Bankruptcy Court; (f) no later than 105 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order;; and (g) no later than 120 days after the Petition Date, the Plan Effective Date shall have occurred. 4.02. Upon the failure of the Debtors to satisfy any of the Milestones set forth in Section 4.01 which has not been waived or extended in a manner consistent with this Agreement, the Required Consenting Noteholders shall have the option (the exercise of such option, a “Toggle Event”) to require the Debtors to initiate a process to market and sell substantially all of their assets, which process shall be acceptable to the Required Consenting Noteholders and the Debtors. Upon a Toggle Event, the Milestones set forth in Section 4.01 that occur after such Toggle Event shall be replaced in their entirety by the following milestone (which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Bankruptcy Rule 9006) unless extended in writing by the Required Consenting Noteholders: (a) no later than 55 days after the Toggle Event, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Sale Order.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the each deadline, a “MilestonesMilestone”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) no later than March 12, 2024 at 11:59 p.m. (prevailing Eastern Time), the Debtors shall file commence the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved Chapter 11 Cases by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions filing petitions for relief under chapter 11 of the Disclosure Statement and Approved Plan acceptable in form and substance to Bankruptcy Code with the Parties by no later than December 10Bankruptcy Court (such filing date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”); (b) no later than one calendar day after the Petition Date, the Debtors shall execute file with the Backstop Commitment Agreements by not later than December 21, 2021Bankruptcy Court a motion seeking entry of the DIP Orders; (c) no later than seven calendar days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingInterim DIP Order; (d) no later than 14 calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court hearing to consider a motion seeking entry of an order setting a date as the Disclosure Statement Order deadline for submitting any claim (as defined in section 101(5) of the Bankruptcy Code, a “Claim”) against the Debtors (other than administrative and government Claims) (such order, the “Disclosure Statement HearingBar Date Order”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days); (e) obtain no later than 35 calendar days after the Petition Date, the Debtors shall have obtained entry of the Disclosure Statement Order from by the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement HearingFinal DIP Order; (f) no later than 45 calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court hearing to consider entry a motion seeking rejection of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement OrderRejected Customer Contracts; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not no later than thirty (30) 90 calendar days after the commencement Petition Date, the Debtors shall deliver to the Ad Hoc Group an initial draft of the Confirmation Hearing; andtheir revised long-term business plan; (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) 100 calendar days after entry the Petition Date, the Debtors shall have entered into definitive documentation in respect of all renegotiated Customer Contracts; provided that the Milestone in this Section 4(h) may be extended if the Debtors, in their sole discretion, and in consultation with the Ad Hoc Group, determine that continuing good faith negotiations in respective of any Customer Contract is in the best interest of the Confirmation OrderDebtors and their Estates; (i) no later than 115 calendar days after the Petition Date, the Debtors shall deliver to the Ad Hoc Group their revised long-term business plan; In computing any period of time prescribed or allowed under this Agreement, the provisions of Federal Rule of Bankruptcy Procedure 9006(a) shall apply.

Milestones. The Debtors 4.01. On and after the TSA Effective Date, the Company Parties shall implement the Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall as may be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to extended and/or waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment CreditorsRequired Consenting Term Lenders: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 101 Business Day following the TSA Effective Date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline in any event prior to the extent Petition Date, the Company Parties are continuing shall, in good faith to negotiate the language accordance with sections 1125 and 1126 of the Approved Bankruptcy Code, commence solicitation of the votes necessary to approve the Plan and/or and effectuate the Transactions, including by distributing the Plan, Disclosure Statement Statement, and Solicitation Materials to holders of Company Claims/Interests (which consent shall not be unreasonably withheldthe “Launch”); (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 213 Business Days following the Launch, 2021the Petition Date shall have occurred; (c) no later than 1 day following the Bankruptcy Court hearing to consider Petition Date, the Company Parties shall have filed the First Day Pleadings, the DIP/Cash Collateral Motions, the Plan, Disclosure Statement, and Disclosure Statement Motion seeking conditional entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (gd) no later than 3 Business Days after the Petition Date, the Bankruptcy Court shall enter have entered the Interim DIP/Cash Collateral Order; (e) as soon as reasonably practicable, but in no later than 34 days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP/Cash Collateral Order; (f) as soon as reasonably practicable, but in no event later than 34 days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order (on a final basis) and the Confirmation Order in form and substance acceptable to (which may be combined with the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingDisclosure Statement Order); and (hg) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur as soon as reasonably practicable, but in no event later than one hundred twenty (120) 14 days after the entry of the Confirmation Order, the Transactions shall have been consummated and the Plan Effective Date shall have occurred.

Milestones. The As provided in and subject to Section 15 hereof, the Debtors shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the each deadline, a “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Milestone”):2 (a) no later than September 28, 2023 at 11:59 p.m. (prevailing Eastern Time), each of the Debtors shall file commence the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved Chapter 11 Cases by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions filing petitions for relief under chapter 11 of the Disclosure Statement and Approved Plan acceptable in form and substance to Bankruptcy Code with the Parties by no later than December 10Bankruptcy Court (such filing date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”); (b) no later than the Petition Date, the Debtors shall execute have filed with the Backstop Commitment Agreements by not later than December 21, 2021Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; (iii) a motion seeking, among other things, entry of an order (a) approving the procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, (b) approving the Solicitation Materials, and (c) scheduling the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the final approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry and confirmation of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order Plan (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order); (giv) a motion seeking approval of the Bankruptcy Court DIP Facility (to be requested to be heard on shortened time); and (v) any “first day” motions; each of which shall enter the Confirmation Order be in form and substance acceptable to the Parties by not Purchaser. (c) no later than thirty three (303) calendar days after the commencement Petition Date, the Bankruptcy Court shall have entered an interim order approving the DIP Facility, which order shall be in form and substance acceptable to the Purchaser; 2 In computing any period of time prescribed or allowed under this Agreement, the provisions of Federal Rule of Bankruptcy Procedure 9006(a) shall apply. (d) no later than thirty-five (35) calendar days after the Petition Date, the Bankruptcy Court shall have entered the final order approving the DIP Facility, which order shall be in form and substance acceptable to the Purchaser; (e) no later than thirty-five (35) calendar days after the Petition Date, the Bankruptcy Court shall have held the Confirmation Hearing; and (h) Hearing and entered an order confirming the effective date of Plan and approving the Approved Plan Disclosure Statement (the “Confirmation Order”), which Confirmation Order shall be in form and substance acceptable to the Purchaser; (f) no later than forty-two (42) calendar days after the Petition Date, the Plan shall become effective (the “Effective Date”) shall occur no later than one hundred twenty (120) days after entry ); Each of the Confirmation OrderMilestones may be extended or waived with the express prior written consent of the Purchaser.

Milestones. 4.01. The Debtors Company Parties shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, extended or otherwise agreed to waived in writing (which may be by email from counsel being sufficientamong counsel) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment CreditorsPlan Sponsor; provided, that if any such Milestone falls on a date which is not a Business Day, such Milestone shall be automatically extended to the first Business Day thereafter; provided, further, that the Confirmation Order Milestone shall not be extended beyond 150 days after the Petition Date, and the Effective Date Milestone shall not be extended beyond 180 days after the Petition Date, in each case without the consent of the Required Consenting Ad Hoc Lenders: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel prior to the Petition Date, the Backstop Commitment Parties Agreement shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)have been executed; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21June 14, 2021, the Petition Date shall have occurred; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not no later than forty (40) 2 calendar days after the execution of Petition Date, the Backstop Commitment Agreements, provided that Company Debtors shall use commercially reasonable efforts to obtain a hearing date for have filed the approval of Plan and the Backstop Commitment Agreements in advance of Disclosure Statement with the January 27, 2022 omnibus hearingBankruptcy Court; (d) no later than 5 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysDIP Interim Order; (e) obtain entry of no later than 30 calendar days after the Disclosure Statement Order from Petition Date, or such other date as agreed by the Plan Sponsor and the Company Parties, the Bankruptcy Court reasonably acceptable in form and substance to shall have entered the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement HearingBackstop Approval Order; (f) no later than 45 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement DIP Final Order; (g) no later than 60 calendar days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order; provided that the Confirmation Order in form and substance acceptable Milestone shall be extended to the Parties by not later than thirty (30) 74 calendar days after the commencement Petition Date in the event the Company Parties have received a binding Acceptable Alternative Restructuring Proposal with no financial or due diligence conditions and deliver the Toggle Election Notice, which such extension shall be valid for so long as the Company Parties are pursuing confirmation of such Acceptable Alternative Restructuring Proposal through the Confirmation HearingToggle Restructuring or the Equitization Restructuring; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) 15 calendar days after the entry of the Confirmation Order, the Plan Effective Date shall have occurred.

Milestones. The Debtors Credit Parties shall implement ensure the Restructuring Transactions in accordance with satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), which, to unless waived or extended with the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 consent of the Federal Rules Requisite Lenders or the Administrative Agent (with the written consent of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Lenders (which may be by email)): (a) By no later than May 17, 2019, the Debtors Borrower shall file have entered into a Restructuring Support Agreement with the Disclosure Statement Ad Hoc Group of Term Lenders pursuant to which the Borrower agrees to, among other things, (a) pursue either (i) a sale of all or substantially all of the assets of the Borrowers and Approved Plan on the other Credit Parties pursuant to Section 363 of the Bankruptcy Code or before November 26, 2021, it being acknowledged and agreed that (ii) such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably other transaction acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors Ad Hoc Group of Term Lenders and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties (b) commence voluntary Chapter 11 Cases by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December June 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)2019; (b) the Debtors shall execute the Backstop Commitment Agreements by not By no later than December 21May 10, 20212019, (i) one independent director reasonably satisfactory to the Ad Hoc Group of Term Lenders shall be appointed to the Board of Directors or similar governing body of the Borrower. Such independent director (together with any other independent directors as determined by the Board of Directors, if any) shall (i) take primary responsibility over matters relating to restructuring transactions, and (ii) report and submit recommendations with respect to restructuring transactions to the Board of Directors or similar governing body of the Borrower; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not By no later than forty (40) days after May 10, 2019, the execution Borrower shall have delivered to ▇▇▇▇▇▇▇▇▇ and the Ad Hoc Group of the Backstop Commitment AgreementsTerm Lenders a long term business plan through at least December 31, provided that Company shall use commercially reasonable efforts to obtain 2022, with a hearing date month-by-month analysis for the approval calendar years ending December 31, 2019 and December 31, 2020 and a quarter-by-quarter analysis for the calendar years 2021 and 2022, which plan shall include income statement, balance sheet and cash flow projections and shall otherwise be in form and substance reasonably acceptable to the Ad Hoc Group of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingTerm Lenders; (d) By no later than May 17, 2019, the Borrower shall have delivered to ▇▇▇▇▇ ▇▇▇▇, counsel to the Ad Hoc Group of Term Lenders (i) drafts of all “first day” motions, including a first day declaration, in form and substance reasonably acceptable to ▇▇▇▇▇ ▇▇▇▇ and (ii) draft bidding procedures and motion (including a proposed sale order) in respect of a sale or other disposition of all or substantially all of the assets of the Credit Parties under section 363 of the Bankruptcy Court hearing Code, in each case in form and substance reasonably acceptable to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days▇▇▇▇▇ ▇▇▇▇; (e) obtain entry By no later than May 17, 2019, the Borrower shall have delivered to ▇▇▇▇▇▇▇▇▇ and the Ad Hoc Group of Term Lenders (i) an analysis of critical vendors, together with an analysis of all past due payables and contracts or leases subject to potential rejection that would give rise to unsecured claims in the Chapter 11 Cases, which analysis shall quantify the total pool of potential unsecured claims in the Chapter 11 Cases (the “GUC Pool”), and a proposal for how to address the GUC Pool in the Chapter 11 Cases, (ii) an analysis of expected operational savings resulting from the Chapter 11 Cases, including as a result of the Disclosure Statement Order from rejection of leases, the Bankruptcy Court reasonably acceptable in form termination of contracts and substance to the Parties by not later than fourteen other operational initiatives and (14iii) days after the commencement of the Disclosure Statement Hearinga sizing and needs analysis for potential emergence financing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not By no later than sixty (60) days from May 10, 2019, the date Borrower shall have delivered to the Bankruptcy Court enters Ad Hoc Group of Term Lenders a budget for the Disclosure Statement OrderChapter 11 Cases, in form and substance reasonably acceptable to the Requisite Lenders; (g) By no later than May 17, 2019, the Company shall have prepared a buyer list/contact log, process timeline with milestones, request for proposals and confidential information memorandum in respect of a sale or other disposition of all or substantially all of the assets of the Credit Parties under section 363 of the Bankruptcy Court shall enter the Confirmation Order Code, in each case in form and substance acceptable satisfactory to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingRequisite Lenders; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur By no later than one hundred twenty (120) days after entry May 30, 2019, the Company and the Ad Hoc Group of the Confirmation OrderTerm Lenders shall have agreed upon mutually satisfactory credit document with respect to a superpriority debtor-in-possession credit facility, which form shall provide, among other things, that all Term Loans shall roll into loans under such debtor-in-possession credit facility.

Milestones. 4.01. The following Milestones shall apply to the Restructuring unless extended or waived in writing by the Company Parties and the Required Consenting First Lien Lenders: (a) no later than May 16, 2020 the Debtors shall implement commence the Restructuring Transactions Chapter 11 Cases; (b) no later than 14 Business Days after the Petition Date, the Debtors shall have filed a motion to retain Brokers acceptable to the Required Consenting First Lien Parties; (c) no later than 18 calendar days after the Petition Date, the Bankruptcy Court shall have entered the DIP Order; (d) no later than June 15, 2020, the Debtors will have delivered a Lease Optimization Plan and an Owned Real Estate Optimization Plan, each in accordance with form and substance acceptable to the following milestones (the “Milestones”), whichRequired Consenting First Lien Lenders, to the extent such date Consenting First Lien Lenders. (including any extension thereof)e) no later than June 15, does not consist of a date certain, 2020 the Company Parties shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject have delivered proposed Business Plan Parameters to the cure periods belowConsenting First Lien Lenders and the DIP Lenders; (f) no later than June 20, unless extended2020 the Company Parties and the Required Consenting First Lien Lenders shall have agreed on acceptable Business Plan Parameters; (g) no later than July 8, waived2020, the Company Parties shall have delivered a Business Plan (consistent with the acceptable Business Plan Parameters) to the Consenting First Lien Lenders and the DIP Lenders; (h) no later than July 14, 2020, the Company Parties and the Required Consenting First Lien Lenders shall have agreed on an acceptable Business Plan; (i) no later than 130 days after the Petition Date the Bankruptcy Court shall have entered an order either (A) approving the Disclosure Statement or otherwise agreed to in writing (B) acceptable bidding procedures; (j) no later than 160 days after the Petition Date, the Bankruptcy Court shall have entered either (A) the Confirmation Order or (B) approving an acceptable sale or sales; and (k) no later than November 15, 2020 the Plan Effective Date shall have occurred.] 4.02. The Milestones may be extended by the Company Parties with the prior written consent (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderRequired Consenting First Lien Lenders.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) On and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of Support Effective Date, the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for implement the approval Restructuring in accordance with the following Milestones, as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company and the Required Consenting Lenders in their sole discretion; provided that, with respect to the Milestones in subsections (c) and (e) herein, such Milestones may be extended by the Company and the Lender Counsel. For the avoidance of doubt, nothing in these Milestones shall prevent the Debtors from exercising their respective fiduciary duties under applicable law, subject to the right of the Backstop Commitment Agreements Consenting Lenders under Section 5(b) hereof: (a) no later than 11:59 p.m. (prevailing Eastern time) on the date that is two (2) days after the Support Effective Date, the Company Parties shall have commenced the Chapter 11 Cases in advance of the January 27, 2022 omnibus hearingBankruptcy Court (the “Petition Date”); (db) no later than five (5) days after the Petition Date, the Bankruptcy Court hearing shall have entered the DIP Order on an interim basis, which DIP Order shall be in the form and substance acceptable to consider entry of the Disclosure Statement Order Requisite Consenting Lenders; (c) no later than 11:59 p.m. (prevailing Eastern time) on the date that is thirty-five (35) days after the Petition Date, the Bankruptcy Court shall have entered (i) an order approving the bidding procedures with respect to the Acquisition (the “Disclosure Statement HearingBidding Procedures”) (which Bidding Procedures shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable be in form and substance reasonably acceptable to the Parties by not later than fourteen Requisite Consenting Lenders) and (14) days after the commencement of the Disclosure Statement Hearing; (fii) the Bankruptcy Court hearing to consider entry of the Confirmation DIP Order on a final basis (the “Confirmation Hearing”) which DIP Order shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order be in form and substance acceptable to the Parties by not Requisite Consenting Lenders); (d) no later than thirty 11:59 p.m. (30prevailing Eastern time) the date that is thirty-five (35) days after the commencement Petition Date, the Company Parties shall have filed an Acceptable Plan, Disclosure Statement, and a motion to approve the Disclosure Statement, each of which shall be in form and substance reasonably acceptable to the Confirmation Hearing; andRequisite Consenting Lenders; (he) no later than ninety (90) days after the Petition Date, (i) the effective date of hearing to approve the Approved Plan Disclosure Statement shall have occurred and (ii) the “Plan Effective Date”Bankruptcy Court shall have entered an order approving the Disclosure Statement on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; (f) shall occur no later than one hundred twenty fifty (120150) days (or such later date as may be required to accommodate the Bankruptcy Court’s schedule) after the Petition Date, a hearing shall have occurred for approval of (x) (i) the Acquisition and (ii) confirmation of the Plan or (y) another Acceptable Plan, and within two (2) Business Days thereafter, the Bankruptcy Court shall have entered the Confirmation Order on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; and (g) no later than two hundred and ten (210) days after entry of the Confirmation OrderPetition Date, (i) the Acquisition shall have closed and (ii) the Plan Effective Date shall have occurred.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or Unless otherwise agreed to in writing by the Agent, in its sole discretion, the Debtors shall comply with and achieve the following milestones (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the each, a “Requisite Backstop ShareholdersMilestone”) and the Requisite Commitment Creditors:): (a) No later than the Petition Date, the Debtors shall file with the Bankruptcy Court a motion seeking approval of the DIP Facility, this Agreement, the Loans, and all fees, expenses, indemnification, and other obligations contemplated thereunder. (b) (i) No later than August 31, 2019, the Debtors shall have filed the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, (ii) no later than August 31, 2019, the Debtors shall have filed the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and (iii) no later than September 30, 2019, the Debtors shall have filed the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, in each case, of the Parent Guarantor and its subsidiaries with the Securities and Exchange Commission. The Annual Report on Form 10-K for the fiscal year ended December 31, 2018 will include the audited consolidated financial statements of the Parent Guarantor and its subsidiaries accompanied by an opinion of its Accountants. All such reports shall have been prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. (c) On or before the date that is 3 Business Days after the Petition Date, the Bankruptcy Court shall have entered the Interim Order, in form and substance satisfactory to the Required Lenders in their sole and absolute discretion. (d) On or before the date that is ten (10) calendar days after the Petition Date, the Debtors shall have prepared and filed an Approved Chapter 11 Plan and accompanying disclosure statement and solicitation procedures motion (the “Plan Filing Deadline”). (e) On or before the date that is 30 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the terms of the DIP Facility on a final basis, in form and substance satisfactory to the Required Lenders in their sole and absolute discretion (the “Final Order”, and together with the Interim Order, the “Orders”). (f) On or before the date that is 37 days after the Plan Filing Deadline, the Debtors shall have a hearing to approve the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order solicitation procedures (the “Disclosure Statement HearingHearing Deadline”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days;). (eg) obtain entry of On or before the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen date that is three (143) days after the commencement of Disclosure Statement Hearing Deadline, the Bankruptcy Court shall have entered an order approving the Disclosure Statement Hearing;and the Debtors shall have commenced solicitation of the Approved Chapter 11 Plan (the “Disclosure Statement Approval Deadline”). (fh) On or before the date that is 60 days after the Petition Date, the Debtors shall have filed a motion seeking rejection of any railcar leases designated by the Debtors and with the consent of the Required Lenders. (i) On or before the date that is 35 days after the Disclosure Statement Approval Deadline, the Debtors shall have a hearing in the Bankruptcy Court hearing to consider entry seek confirmation of the Confirmation Order Approved Chapter 11 Plan, and an order confirming the Approved Chapter 11 Plan, in all respects acceptable to the Lenders in their sole and absolute discretion, shall have been entered by the Bankruptcy Court (the “Confirmation HearingDeadline”). (j) shall commence not later than sixty (60) days from On or before the date that is the Bankruptcy Court enters the Disclosure Statement Order; earlier of (gi) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) 15 days after the commencement of Confirmation Deadline and (ii) 100 days after the Confirmation Hearing; and (h) Petition Date, the effective date of the an Approved Chapter 11 Plan (the “Approved Plan Effective Date”) shall occur no later than one hundred twenty have occurred, and the Debtors shall have filed a notice of effectiveness of such Chapter 11 plan. (120k) days after entry Parent Guarantor shall make each of the Confirmation Orderfilings with the Securities and Exchange Commission required by law to maintain compliance with its current registration and reporting requirements, and shall not take any action that would cause the Parent Guarantor to cease being a public reporting company under the rules and regulations of the Securities and Exchange Commission. All such filings shall have been prepared in all material respects in accordance with the rules and regulations applicable to such filings.

Milestones. The Debtors following Milestones shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties, the Consenting Investor, and the Requisite Commitment CreditorsRequired Consenting Noteholders: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10October 20, 20212023, provided that the Commitment Company Parties provide their principal comments no later than December 3shall commence the Solicitation, 2021 and provided further that shall not, without the Parties may prior written consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or Consenting Investor and the Disclosure Statement (which consent shall not be unreasonably withheld)Required Consenting Noteholders, withdraw or modify the Solicitation; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21one (1) Business Day following the commencement of the Solicitation, 2021the Petition Date shall have occurred; (c) no later than one (1) calendar day after the Petition Date, the Debtors shall have filed with the Bankruptcy Court hearing to consider entry of (i) the Backstop Order shall commence not later than forty Plan; (40ii) days after the execution of Disclosure Statement; (iii) the Backstop Commitment AgreementsSolicitation Procedures Motion, provided that Company shall use commercially reasonable efforts to obtain a hearing date for (iv) the approval of DIP Motion, and (v) the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingBidding Procedures Motion; (d) no later than two (2) Business Days following the Petition Date, subject to Bankruptcy Court availability, the Bankruptcy Court hearing to consider entry of shall have entered (i) the Disclosure Statement Interim DIP Order and (ii) the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that order approving the Debtors may extend such period by fourteen (14) daysSolicitation Procedures Motion; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen (14) calendar days after following the commencement of Petition Date, the Disclosure Statement HearingBankruptcy Court shall have entered the Bidding Procedures Order; (f) no later than twenty-one (21) calendar days following the Petition Date, the Company Parties shall commence the Reverse Dutch Election Opportunity; (g) no later than forty-five (45) calendar days following the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Final DIP Order and the Confirmation Order Order; and (the “Confirmation Hearing”h) shall commence not no later than sixty (60) calendar days from following the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan Petition Date, (the “Outside Date”), the Prepackaged Plan Effective Date shall have occurred; provided, however, that the Outside Date will be automatically extended (without need for further action by the Company Parties or the Consenting Stakeholders) by up to an additional sixty (60) calendar days if regulatory approvals necessary to consummate the Prepackaged Plan have not yet been obtained by the Debtors solely to the extent that all other conditions to the occurrence of the Prepackaged Plan Effective Date have been satisfied or waived except those conditions that by their nature are to be satisfied on the Prepackaged Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry ; provided, further, that the Outside Date may be further extended by the consent of the Confirmation OrderConsenting Investor, the Required Consenting Noteholders, and the Threshold Consenting RCF Lenders, not to be unreasonably withheld, if such regulatory approvals are not obtained during the initial extension period.

Milestones. The Debtors shall implement complete the Restructuring Transactions in accordance with the following milestones deadlines, which deadlines in all cases may be extended by written agreement of the Requisite Commitment Parties (collectively, the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) on or before of 11:59 p.m. prevailing Central time on October 18, 2019, the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such have filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions a motion seeking approval of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)this Agreement; (b) on or before November 18, 2019 (provided, that if the Debtors shall execute Bankruptcy Court is unable to hear or fully consider the motion to approve the Backstop Agreement on November 12, 2019, then November 25, 2019), the Bankruptcy Court shall have entered a final order or orders, in form and substance mutually satisfactory to the Company and the Requisite Commitment Agreements by not later than December 21Parties, 2021approving this Agreement; (c) on or before December 2, 2019, the Bankruptcy Court hearing shall have entered a final order, in form and substance mutually satisfactory to consider entry the Company and the Requisite Commitment Parties, authorizing and approving the DIP Facility, the Exit Commitment Letter (as defined in the PSA) and the Debtors’ use of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingcash collateral; (d) on or before January 8, 2020, the Bankruptcy Court hearing shall have entered a final order, in form and substance mutually satisfactory to consider entry of the Company and the Requisite Commitment Parties, approving the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysStatement; (e) obtain entry of the Disclosure Statement Order from on or before January 8, 2020, the Bankruptcy Court reasonably acceptable shall have entered a final order, in form and substance mutually satisfactory to the Parties by not later than fourteen (14) days after Company and the commencement of Requisite Commitment Parties, approving the Disclosure Statement HearingRights Offering Procedures; (f) on or before February 28, 2020, the Bankruptcy Court hearing shall have entered a final order, in form and substance mutually satisfactory to consider entry of the Confirmation Order (Company and the “Confirmation Hearing”) shall commence not later than sixty (60) days from Requisite Commitment Parties, confirming the date Plan; provided that if the Bankruptcy Court enters has commenced a hearing on confirmation of the Disclosure Statement Order;Plan as of February 28, 2020, such date shall automatically extend to March 16, 2020, provided, further, that each such date shall be automatically extended one (1) Business Day for each Business Day that the Supporting Noteholders fail to deliver drafts of the New Corporate Governance Documents (as defined in the PSA) to Weil, Gotshal & ▇▇▇▇▇▇ LLP in accordance with the deadlines set forth in Section 3(g) of the PSA; and (g) the Bankruptcy Court Effective Date shall enter have occurred on or before the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Outside Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.

Milestones. The Debtors following Milestones shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment CreditorsRequired Consenting Senior Noteholders in their sole discretion: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by By no later than December 10one (1) Business Day after the Agreement Effective Date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent each Company Party shall not be unreasonably withheld)have commenced a Chapter 11 Case; (b) On the Petition Date, the Debtors shall execute have filed the Backstop Commitment Agreements by not later than December 21Plan, 2021Disclosure Statement, First Day Pleadings, and Solicitation Materials; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not By no later than forty five (405) days after the execution of Petition Date, the Backstop Commitment Agreements, provided that Bankruptcy Court shall have entered the Interim DIP Order in form and substance reasonably acceptable to the Required Consenting Senior Noteholders and the Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingParties; (d) By no later than five (5) days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered an order (i) conditionally approving the Disclosure Statement Order and (ii) authorizing the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that distribution of the Debtors may extend such period by fourteen (14) daysSolicitation Materials; (e) obtain entry of By no later than thirty-five (35) days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable shall have entered (i) the Final DIP Order and (ii) the Equity Rights Offering Backstop Commitment Order in form and substance reasonably acceptable to the Parties by not later than fourteen (14) days after Required Consenting Senior Noteholders and the commencement of the Disclosure Statement HearingCompany Parties; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not By no later than sixty fifty (6050) days from after the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance reasonably acceptable to the Parties by not Required Consenting Senior Noteholders and the Company Parties; and (g) By no later than thirty sixty-five (3065) days after the commencement of Petition Date, the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.

Milestones. The Debtors Borrower shall implement comply with the Restructuring Transactions following Milestones (as waived or extended in accordance with the following milestones Restructuring Support Agreement) (collectively, the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) The Interim Order shall have been entered by no later than three (3) days after the Debtors Petition Date. (b) The Escrow Payment shall file occur no later than the Disclosure Statement and Approved Plan on date when the Interim DIP Order is entered by the Bankruptcy Court; provided that, this milestone can only be extended or before November 26waived by the Required PW Ad Hoc Group Lenders without the need to obtain the consent of the other Lenders); provided, 2021further, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has the failure to satisfy this milestone shall not give rise to a Default or Event of Default, unless the Bankruptcy Court does not authorize the Escrow Payment pursuant to the Final DIP Order (unless previously authorized by the Bankruptcy Court under the Interim DIP Order or otherwise authorized by the Bankruptcy Court prior to or contemporaneously with entry of the Final DIP Order). (c) The Final Order shall have been entered by no later than forty-five (45) days after the Petition Date. (d) The Rights Offering (as defined in the Restructuring Support Agreement) shall have been commenced by no later than ten (10) days after the Petition Date. (e) The 2023 PBGC Settlement shall have been approved by any Commitment Party and thatthe Bankruptcy Court no later than confirmation of the Plan. (f) The order provisionally approving the adequacy of the Disclosure Statement, in the event such filed Approved Plan form and Disclosure Statement is not reasonably substance acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors Required Lenders, shall file amended versions have been entered no later than three (3) days after the Petition Date. (g) The Plan and related disclosure statement (the “Disclosure Statement”) shall have been filed no later than one (1) day after the Petition Date. (h) The order approving the adequacy of the Disclosure Statement and Approved Plan acceptable Statement, in form and substance acceptable to the Parties by Debtors and the Required Lenders, shall have been entered no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from after the date the Bankruptcy Court enters the Disclosure Statement Order;Petition Date. (gi) The order confirming the Bankruptcy Court shall enter the Confirmation Order Plan, in form and substance acceptable to the Parties Debtors and the Required Lenders, shall have been entered by not no later than thirty sixty (3060) days after the commencement Petition Date. (j) The substantial consummation of the Confirmation Hearing; and (h) the effective date of the Approved Plan (as defined in the “Plan Effective Date”Restructuring Support Agreement) shall occur have occurred no later than one hundred twenty ninety (12090) days after entry of the Confirmation OrderPetition Date.

Milestones. The Debtors Sellers shall implement the Restructuring Transactions in accordance comply with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:” ): (a) no later than the later to occur of (x) the date hereof and (y) two (2) calendar days following the entry by the Bankruptcy Court of the Modified Bidding Procedures Order, the Sellers shall have provided (i) to the Ad Hoc Group, a list of the Sellers’ essential personnel that the Sellers propose to be Acquired Employees, organized by such personnel’s employer, with all supply chain, information technology, finance, planning, and product design term members identified; (ii) to the Ad Hoc Group, steps plan for the separation of the Sellers’ operations in Mexico, the Philippines, Argentina and the operations of Tupperware Brands Latin America Holdings, LLC from those of the Debtors shall file and Affiliates of the Disclosure Statement and Approved Plan on or before November 26Debtors that are not involved in such operations; (iii) to the Ad Hoc Group, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and a list of the Sellers’ Contracts that, in the event view of Debtors’ management, would be desirable for the post-Closing operations of Purchaser and a good faith estimate of the Cure Costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of such filed Approved Plan Contracts; and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel (iv) to the Commitment Parties shall provide comments Ad Hoc Group, all information reasonably requested to the Debtors and the Debtors shall file amended versions complete an analysis of the Disclosure Statement regulatory requirements (including pursuant to Foreign Competition Laws) for the Sellers’ operations in the United States, Canada, Mexico, Brazil, Korea, India, Malaysia and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)China; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21five (5) calendar days after the latest to occur of (i) the date hereof, 2021(ii) the entry of the Modified Bidding Procedures Order and (iii) Purchaser notifying Sellers of such determination, the Sellers shall have provided notice of termination to all employees of the Sellers that the Purchaser determined shall not be Acquired Employees; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not no later than forty (40) days after the execution of the Backstop Commitment AgreementsNovember 25, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 272024, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter have entered the Confirmation Final Cash Collateral Order in form and substance acceptable to the Parties by not Ad Hoc Group; (d) no later than thirty (30) days after November 25, 2024, the commencement of Bankruptcy Court shall have entered the Confirmation HearingSale Order; and (he) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty seven (1207) calendar days after the entry of the Confirmation Sale Order, the closing of the Transactions shall have occurred.

Milestones. 4.01. The Debtors Company Parties shall implement the Restructuring Transactions in accordance with the following milestones Milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, Rules) unless extended, waived, or otherwise agreed to extended in writing by the Required Consenting Senior Secured Creditors (with email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10March 22, 20212024, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline Initial DIP Budget shall be in agreed form satisfactory to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)Required Consenting Senior Secured Creditors; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21March 29, 20212024, the Plan, Disclosure Statement, Interim DIP Order, the DIP Credit Agreement and the Solicitation Materials shall be in agreed form in accordance with Section 3; (c) the Bankruptcy Court hearing to consider entry no later than March 30, 2024, solicitation of the Backstop Order Plan shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearinghave commenced; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not no later than January 27March 31, 2022; provided2024, that the Debtors may extend such period by fourteen (14) daysCompany Parties shall have commenced Chapter 11 Cases; (e) obtain no later than one (1) calendar day after the Petition Date, the Company Parties shall file with the Bankruptcy Court the Plan, Disclosure Statement and motion seeking entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement HearingInterim DIP Order; (f) no later than three (3) days after the Petition Date, the Bankruptcy Court hearing shall have entered the Interim DIP Order, (or, if such date cannot be met due solely to consider entry availability of the Bankruptcy Court, the next available Business Day); (g) no later than twenty-five (25) days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order, (or, if such date cannot be met due solely to availability of the Bankruptcy Court, the next available Business Day); (h) no later than forty-five (45) days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order Order, (or, if such date cannot be met due solely to availability of the “Confirmation Hearing”Bankruptcy Court, the next available Business Day); and (i) shall commence not no later than sixty (60) days from after the Petition Date, the Plan Effective Date shall have occurred, (or, if such date cannot be met due solely to availability of the Bankruptcy Court enters Court, the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Ordernext available Business Day).

Milestones. The Debtors Company shall comply, and implement the Restructuring Transactions in accordance accordance, with the following milestones (the “Milestones”), which, ) unless extended or waived in writing by the Company Parties and the Required Consenting First Lien Creditors pursuant to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditorsterms hereof: (a) By 11:59 p.m. (prevailing Eastern Time) on October 31, 2020, the Debtors Petition Date shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)have occurred; (b) On the Debtors Petition Date, the Company shall execute have filed the Backstop Commitment Agreements by not later than December 21First Day Pleadings, 2021;the Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Combined Motion (if applicable); ​ (c) No later than 5 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing;interim Cash Collateral Order; ​ ​ (d) No later than 16 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered an order conditionally approving the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysStatement; (e) obtain entry of No later than 30 calendar days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable in form and substance to shall have entered the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearingfinal Cash Collateral Order; (f) No later than 55 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered (i) the Confirmation Order or (ii) the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Combined Order;, if applicable; ​ (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not No later than thirty (30) 59 calendar days after the commencement of Petition Date, the Confirmation HearingCayman Islands court presiding over the Cayman Proceedings shall have entered all orders and confirmations (i.e., the sealed validation completing the Cayman Proceedings) relating to the Cayman Proceedings and such orders shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; and (h) No later than 61 calendar days after the effective date of the Approved Plan Petition Date (the “Outside Date”), the Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.have occurred. ​

Milestones. The Debtors Loan Parties shall implement ensure the Restructuring Transactions in accordance with satisfaction of the following milestones (collectively, the “Milestones” and each a “Milestone”), which, to unless waived or extended with the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 consent of the Federal Rules Required Lenders or the Administrative Agent (with the written consent of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing Required Lenders (email from counsel being sufficient) which may be by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:email)): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26By no later than May 3, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and thatthe Borrower shall have delivered to the Term Loan Lender Advisors drafts of all "first day" motions, including a first day declaration, for a chapter 11 filing in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to Southern District of Texas (the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable “Chapter 11 Filing"” in form and substance reasonably acceptable to the Parties by no later than December 10, 2021, provided that Ad Hoc Group of Term Loan Lenders and such other documents to be agreed between the Commitment Parties provide their principal comments no later than December 3, 2021 Borrower and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language Ad Hoc Group of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)Term Loan Lenders; (b) the Debtors shall execute the Backstop Commitment Agreements by not By no later than December 21May 10, 2021, the Borrower shall have delivered to each of the Term Loan Lenders a budget relating to debtor-in-possession financing in form and substance reasonably acceptable to the Ad Hoc Group of Term Loan Lenders; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not By no later than forty May 10, 2021, the Borrower shall have entered into a Restructuring Support Agreement (40the “RSA”) days after with the execution Ad Hoc Group of Term Loan Lenders pursuant to which the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts Borrower agrees to obtain pursue a hearing date for transaction acceptable in all respects to the approval Ad Hoc Group of Term Loan Lenders and the Backstop Commitment Agreements in advance Borrower by commencing voluntary Chapter 11 Cases or otherwise agreeing to a mutually acceptable out of the January 27, 2022 omnibus hearing;court restructuring; and (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur By no later than one hundred twenty (120) days after entry May 14, 2021, if Chapter 11 Cases are anticipated, the Borrower and the Ad Hoc Group of Term Loan Lenders shall have agreed upon the form of a debtor-in-possession credit agreement, which form shall provide, among other things, that all Loans of the Confirmation OrderAd Hoc Group of Term Loan Lenders shall roll into loans under the debtor-in-possession facility and otherwise be satisfactory to the Ad Hoc Group of Term Loan Lenders and the Borrower.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones”), which, ) shall apply to the extent such date this Agreement (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, extended or otherwise agreed to waived in writing (including via email from counsel being sufficientin accordance with Section ‎12.17) by at least two unaffiliated Backstop Shareholders with the consent (not to be unreasonably withheld) of the “Requisite Backstop Shareholders”Company Parties, the Required Consenting Senior Secured Noteholders, and, with respect to Milestones other than those set forth in clauses (d) and (g)(ii), the Requisite Commitment Creditors:Required Consenting Convertible Noteholders): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10November 18, 20212024, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent Company shall file a voluntary petition for relief pursuant to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language chapter 11 of the Approved Plan and/or Bankruptcy Code in the Disclosure Statement Bankruptcy Court (which consent shall not be unreasonably withheldthe date of filing of such voluntary petition, the “Petition Date”); (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21November 18, 20212024 the Company shall file with the Bankruptcy Court a motion seeking entry of the Adequate Protection Order and DIP Order; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not no later than forty November 19, 2024, the Debtors shall launch a consent solicitation (40the “Consent Solicitation” and such date, the “Consent Solicitation Date”) days after seeking consent to certain amendments to the execution Senior Secured Notes Indenture and as set out in the Offshore Documents (collectively, the “Proposed Amendments”) in order to facilitate the commencement of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date Chapter 11 Cases for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingCompany Parties identified on Exhibit F hereto; (d) no later than November 20, 2024, the Bankruptcy Court hearing to consider entry of shall have entered the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysAdequate Protection Order; (e) obtain entry of no later than November 27, 2024, the Disclosure Statement Order from Company shall file the Backstop M▇▇▇▇ with the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement HearingCourt; (f) no later than November 29, 2024, the Company Parties identified on Exhibit F shall have (i) executed and delivered the Company Acknowledgment to counsel to the Consenting Stakeholders, (ii) filed voluntary petitions for relief pursuant to chapter 11 of the Bankruptcy Code in the Bankruptcy Court hearing to consider entry of the Confirmation Order and (the “Confirmation Hearing”iii) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Orderfiled a Joint Administration Motion; (g) no later than December 2, 2024, the Bankruptcy Court shall enter have entered (i) an order granting the Confirmation Joint Administration Motion, (ii) an order deeming the Adequate Protection Order in form applicable and substance acceptable binding with respect to the Parties by not later than thirty all Company Parties, and (30iii) days after the commencement of the Confirmation Hearing; andan order deeming all other applicable orders applicable and binding with respect to all Company Parties; (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty December 2, 2024, the Company shall file with the Bankruptcy Court the Plan, the Disclosure Statement, the Solicitation Procedures Motion; (120i) days after entry of no later than December 23, 2024, the Bankruptcy Court shall have entered (i) the final DIP Order and (ii) the Backstop Order; (j) no later than January 13, 2025, the Bankruptcy Court shall have entered the Solicitation Procedures Order; (k) no later than February 17, 2025, the Bankruptcy Court shall have entered the Confirmation Order; (l) the Plan shall have become effective in accordance with its terms no later than March 4, 2025; provided, however, such date may be automatically extended by up to forty-five (45) days to the extent regulatory approvals are the only outstanding conditions to effectiveness of the Plan.

Milestones. The Debtors Company shall comply, and implement the Restructuring Transactions in accordance accordance, with the following milestones (the “Milestones”), which, ) unless extended or waived in writing by the Company Parties and the Required Consenting First Lien Creditors pursuant to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditorsterms hereof: (a) By 11:59 p.m. (prevailing Eastern Time) on October 31, 2020, the Debtors Petition Date shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)have occurred; (b) On the Debtors Petition Date, the Company shall execute have filed the Backstop Commitment Agreements by not later than December 21First Day Pleadings, 2021the Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Combined Motion (if applicable); (c) No later than 5 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearinginterim Cash Collateral Order; (d) No later than 16 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered an order conditionally approving the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysStatement; (e) obtain entry of No later than 30 calendar days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable in form and substance to shall have entered the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearingfinal Cash Collateral Order; (f) No later than 55 calendar days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered (i) the Confirmation Order or (ii) the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Combined Order, if applicable; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not No later than thirty (30) 59 calendar days after the commencement of Petition Date, the Confirmation HearingCayman Islands court presiding over the Cayman Proceedings shall have entered all orders and confirmations (i.e., the sealed validation completing the Cayman Proceedings) relating to the Cayman Proceedings and such orders shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; and (h) No later than 61 calendar days after the effective date of the Approved Plan Petition Date (the “Outside Date”), the Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (collectively, the “Milestones”), which, ) shall apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, or otherwise agreed to extended and/or waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Required DIP Lenders and the Requisite Commitment CreditorsCompany Parties: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 101 Business Day following the TSA Effective Date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline in any event prior to the extent Petition Date, the Company Parties are continuing shall, in good faith to negotiate the language accordance with sections 1125 and 1126 of the Approved Bankruptcy Code, commence solicitation of the votes necessary to approve the Plan and/or and effectuate the Transactions, including by distributing the Plan, Disclosure Statement Statement, and Solicitation Materials to holders of Company Claims/Interests (which consent shall not be unreasonably withheldthe “Launch”); (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 211 day following the Launch, 2021the Petition Date shall have occurred; (c) within 3 days following the Bankruptcy Court hearing to consider Petition Date, the Company Parties shall have filed the First Day Pleadings, the DIP/Cash Collateral Motion, the Plan, Disclosure Statement, and Disclosure Statement Motion seeking conditional entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (gd) no later than 5 Business Days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; andInterim DIP/Cash Collateral Order; (he) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) 35 days after entry of the Interim DIP/Cash Collateral Order, the Bankruptcy Court shall have entered the Final DIP/Cash Collateral Order; and (f) no later than 50 days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order (on a final basis) and the Confirmation Order (which may be one order of the Bankruptcy Court); (g) no later than 10 days after the entry of the Confirmation Order, the Transactions shall have been consummated and the Plan Effective Date shall have occurred.

Milestones. The Debtors 4.01 During the Agreement Effective Period, the Company Parties shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods belowas applicable, unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficientwhich may be by electronic mail between applicable counsel) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment CreditorsRequired Consenting Stakeholders. For the avoidance of doubt, nothing in these Milestones shall prevent the Debtors from exercising their respective fiduciary duties under applicable Law; provided that the exercise by the Debtors of a fiduciary out shall not impede the Consenting Stakeholders’ rights to terminate this Agreement pursuant to Section 12: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 1011:59 p.m. (prevailing Central time) on November 13, 20212020, provided that the Commitment Company Parties provide their principal comments no later than December 3, 2021 shall have commenced the Chapter 11 Cases in the Bankruptcy Court and provided further that shall have filed the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)First Day Pleadings; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21three (3) Business Days after the Petition Date, 2021the Bankruptcy Court shall have entered the DIP Order on an interim basis; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not no later than forty thirty (4030) days after the execution of Petition Date, the Backstop Commitment Agreements, provided that Company Parties shall use commercially reasonable efforts to obtain a hearing date for have filed with the approval of Bankruptcy Court the Backstop Commitment Agreements in advance of Plan and the January 27, 2022 omnibus hearingDisclosure Statement; (d) on the date that the Company Parties file the Plan and the Disclosure Statement with the Bankruptcy Court, the Company Parties shall have filed with the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysBackstop Approval Motion; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen thirty-five (1435) days after the commencement of Petition Date, the Disclosure Statement HearingBankruptcy Court shall have entered the DIP Order on a final basis; (f) no later than one hundred (100) days after the Petition Date, the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters have entered the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty and forty (120140) days after entry of the Petition Date, the Company Parties shall have filed with the Bankruptcy Court the Plan Supplement; (h) no later than one hundred and sixty-five (165) days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; (i) no later than one hundred and eighty (180) days after the Petition Date, the Plan Effective Date shall have occurred; and (j) no later than one hundred and eighty (180) after the Petition Date, the Bankruptcy Court shall have entered one or more final orders permanently reducing the future demand reservation fees owed by the Company Parties over the life of all firm transportation agreements of the Company Parties, taken as whole, by at least 50% of the amount of all such fees owed on October 31, 2020, as calculated on a PV-10 basis and reducing the future firm transportation average daily demand reservation volumes over the life of all of the firm transportation agreements of the Company Parties as of October 31, 2020, taken as a whole, by at least 35%.

Milestones. The Debtors Credit Parties shall implement the Restructuring Transactions in accordance with cause and ensure that the following milestones (the “Milestones”)actions are completed on a timely basis, which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, in each case subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) court availability and the Requisite Commitment CreditorsFinal Order: (a) either the Debtors shall file completion of the Disclosure Statement and Approved Plan actions set forth in this paragraph (a) or the actions set forth in paragraph (b) immediately below; provided that the Borrowers’ determination of whether to pursue the actions set forth in paragraph (a) or (b) must be reasonably acceptable to the Required Lenders: (i) on or before November 26the date that is 75 days after the Petition Date, 2021, it being acknowledged the Borrowers shall have filed a plan of reorganization and agreed a related disclosure statement that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and thatare, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Partyeach case, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance reasonably acceptable to the Parties by no later than December 10Required Lenders (respectively, 2021, the “Acceptable Plan of Reorganization” and the “Acceptable Disclosure Statement”); provided that a plan of reorganization that is a feasible plan which provides for the Commitment Parties provide their principal comments no later than December 3indefeasible payment in full in cash of the Loans on the effective date thereof shall be deemed to be an Acceptable Plan of Reorganization; (ii) on or before the date that is 100 days after the Petition Date, 2021 the Bankruptcy Court shall have entered an order, in form and provided further that the Parties may consent to extend such December 10, 2021 deadline substance reasonably acceptable to the extent Required Lenders, approving the Parties are continuing in good faith to negotiate Acceptable Disclosure Statement; (iii) on or before the language date that is 140 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order (such date, the “Confirmation Date”); and (iv) on or before the date that is 21 days after the Confirmation Date, the effective date of the Approved Acceptable Plan and/or the Disclosure Statement (which consent of Reorganization shall not be unreasonably withheld)have occurred; (b) the Debtors following sale milestones (which milestones may be fulfilled in lieu of the milestones set forth in clause (a) above: (i) or before the date that is 75 days after the Petition Date (the “Sale Motion Filing Date”), the Borrowers shall execute have filed a motion (the Backstop Commitment Agreements “Sale Motion”), in form and substance reasonably satisfactory to the Required Lenders, seeking the entry of an order (the “Bidding Procedures Order”) (i) approving bidding and auction procedures in connection with a sale of all or substantially all of the Company’s and its Subsidiaries’ assets pursuant to section 363 of the Bankruptcy Code (the “363 Sale”) and (ii) scheduling the date for an auction, if necessary, and a hearing to consider approval of the 363 Sale; (ii) on or before the date that is 100 days after the Petition Date, the Bankruptcy Court shall have entered the Bidding Procedures Order, which Bidding Procedures Order (including the bidding procedures contained therein) shall be in form and substance reasonably satisfactory to the Required Lenders in their sole discretion and shall specify that the Lenders, and any designees thereof, shall have the unconditional right to “credit bid” (to the fullest extent permitted by not later than December 21law) for any and all assets offered for sale by the Company and that any other bids must include sufficient cash purchase price to pay off the Obligations in cash and in full upon closing; (iii) bids shall be due on or before the date that is 25 days after entry of the Bidding Procedures Order (the “Bid Due Date”); (iv) on or before the date that is 10 Business Days after the Bid Due Date, 2021the Bankruptcy Court shall have entered an order approving the 363 Sale (the “Sale Order”), which Sale Order shall be in form and substance reasonably satisfactory to the Required Lenders; and (v) on or before the date that is 25 days after the Bid Due Date, the Borrowers shall have consummated the 363 Sale with the winning bidder(s); (c) on or before the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) date that is 15 days after the execution Petition Date, the Borrowers shall have contacted for purposes of the Backstop Commitment Agreementsnegotiations (i) authorized union representatives seeking modifications with respect to collective bargaining agreements, provided that Company shall use commercially reasonable efforts and (ii) authorized representatives of retirees seeking modifications with respect to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingretiree benefits; (d) on or before the date that is 90 days from the Petition Date, the Borrowers shall have either (i) reached agreements in good faith with the parties referred to in clause (i) and (ii) of paragraph (c) immediately above or (ii) filed any motions needed to approve such agreements, or (ii) filed any motions needed to authorize relief from the Bankruptcy Court hearing pursuant to consider entry section 1113 and/or 1114 of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022Bankruptcy Code; provided, that in the Debtors may extend such period by fourteen case of (14i) days;and (ii) above, the agreements and/or motions shall be in a form and substance reasonably satisfactory to the Required Lenders; and (e) obtain entry of the Disclosure Statement Order from all orders entered by the Bankruptcy Court reasonably acceptable pertaining to the use of cash collateral, and all other pleadings and documents filed by the Credit Parties in connection therewith, shall be in form and substance reasonably satisfactory to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderLenders.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with (a) Achieve each of the following milestones (as the same may be extended from time to time with the consent of the Administrative Agent (acting at the direction of the Required Lenders), the “Downstream Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:. (ai) On the Petition Date, the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions (i) a motion seeking approval of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (bA) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; DIP Term Loan Facility and (cB) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty DIP ABL Facility and (40ii) days after the execution of the Backstop Commitment Agreementsa motion seeking a final order, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty Required Lenders in all respects, authorizing the Jamaican Borrower to reject the Sherwin Contract pursuant to section 365 of the Bankruptcy Code. (30ii) On or before the date that is five days after the commencement Petition Date, the Interim Order shall have been entered by the Bankruptcy Court. (iii) On or before the date that is 15 Business Days after the Petition Date, the Debtors shall file a motion seeking approval of the Confirmation HearingDownstream Sale Process (such motion, the “Downstream Sale Motion” and such auction, to the extent necessary, the “Downstream Auction”). (iv) On or before the date that is 35 days after the Petition Date, the Final Order authorizing and approving the DIP Term Loan Facility and the DIP ABL Facility and the transactions contemplated thereby, in form and substance satisfactory to the Administrative Agent and the Required Lenders, and shall have been entered by the Bankruptcy Court. (v) On or before the date that is 45 days after the Petition Date, a final order, in form and substance acceptable to the Required Lenders in all respects, approving the Downstream Sale Process shall have been entered by the Bankruptcy Court, which order shall permit the Prepetition Term Lenders to credit bid all or any portion of the amounts outstanding under the Prepetition Term Loan Agreement and/or the DIP Term Loan Facility and shall contain expense reimbursements acceptable to the Required Lenders in their reasonable discretion. (vi) On or before the date that is 45 Business Days after the Petition Date, the Debtors’ aluminum smelter located in New Madrid, Missouri shall have been idled. (vii) On or before the date that is 60 days after the Petition Date, either (i) a final order, in form and substance acceptable to the Required Lenders in all respects, shall have been entered by the Bankruptcy Court authorizing the Jamaican Borrower to reject the Sherwin Contract pursuant to section 365 of the Bankruptcy Code or (ii) a final order, in form and substance acceptable to the Required Lenders in all respects, shall have been entered by the Bankruptcy Court pursuant to rule 9019 of the Bankruptcy Rules approving the Sherwin Settlement and the Sherwin Settlement shall have become effective. (viii) On or before the date that is 60 days after the Petition Date, the Acceptable Business Plan shall have been provided to the Lenders. (ix) On or before the date that is 95 days after the Petition Date, a final order, in form and substance acceptable to the Required Lenders in all respects (i) approving the sale of the Debtors’ assets and property that comprise the Downstream Business (the “Downstream Asset Sale”) and (ii) providing that the liens and claims of the Lenders, Prepetition ABL Lenders and the Prepetition Term Lenders shall attach to the proceeds of the Downstream Asset Sale in accordance with the provisions of the Final Order and Intercreditor Agreement; (x) On or before the date that is 120 days after the Petition Date, closing of the sale of the Downstream Business; (xi) On or before the date that is 90 days after the Petition Date, the Debtors shall have filed the Reorganization Plan and related disclosure statement each in a form acceptable to the Required Lenders (the “Plan Filing Date”); and (hb) in the effective date of event that the Approved Plan Filing Date occurs in accordance with clause (a)(xi), the Debtors shall comply with the following Milestones (collectively with clause (a)(v), the “Plan Effective DateMilestones”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.):

Milestones. The Debtors shall implement the Restructuring Transactions in accordance Comply with the following milestones (unless extended or waived by the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Required Lenders): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10thirty-five (35) calendar days after the Petition Date, 2021(i) the Bankruptcy Court shall have entered the Final Order, provided that and (ii) the Commitment Loan Parties provide their principal comments no later than December 3, 2021 shall have filed the Reorganization Plan and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not include the Valuation Analysis (as defined in the Restructuring Support Agreement), which shall be unreasonably withheld)acceptable to the Required Lenders in their sole and absolute discretion) with the Bankruptcy Court; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21, 2021; fifty (c50) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) calendar days after the execution Petition Date, the Loan Parties shall have entered into each of Renegotiated Contracts/Leases (as defined in the Backstop Commitment AgreementsRestructuring Support Agreement), provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Loan Parties by not and the Required First Lien Lenders (as defined in the Restructuring Support Agreement); (c) no later than thirty seventy (3070) calendar days after the commencement Petition Date, the Bankruptcy Court shall have entered an order approving the Disclosure Statement in form and substance reasonably acceptable to the Loan Parties and the Required First Lien Lenders (as defined in the Restructuring Support Agreement) and, solely with respect to the economic treatment provided on account of the Confirmation Hearing; andSecond Lien Claims (as defined in the Restructuring Support Agreement), reasonably acceptable to the Required Second Lien Lenders (as defined in the Restructuring Support Agreement); (hd) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty fifteen (120115) calendar days after entry the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order (as defined in the Restructuring Support Agreement) in form and substance acceptable to the Loan Parties and the Required First Lien Lenders (as defined in the Restructuring Support Agreement) and, solely with respect to the economic treatment provided on account of the Confirmation OrderSecond Lien Claims (as defined in the Restructuring Support Agreement), reasonably acceptable to the Required Second Lien Lenders (as defined in the Restructuring Support Agreement); and (e) no later than one hundred thirty (130) calendar days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The HERO Entities shall implement the transactions contemplated by this Term Sheet and the RSA on the following timeline: • The Debtors shall implement have commenced the Restructuring Transactions in accordance with solicitation of votes to accept or reject the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist Plan for holders of a date certain, shall be calculated under Rule 9006 First Lien Claims and for holders of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan HERO Common Stock on or before November 26May 31, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in 2016; • The Debtors shall have concluded the event such filed Approved solicitation of votes to accept or reject the Plan and Disclosure Statement tabulated such votes on or before June 3, 2016 for holders of First Lien Claims and June 28, 2016 for holders of HERO Common Stock; • The Debtors shall have commenced the Chapter 11 Cases on or before 7:00 a.m. New York time on June 6, 2016; • The Bankruptcy Court shall have entered the interim Cash Collateral Order by the date that is not three business days after the Petition Date; • The Bankruptcy Court shall have entered the final Cash Collateral Order in form and substance reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors Requisite Consenting Lenders by the date that is thirty days after the Petition Date; The Bankruptcy Court shall file amended versions have established a limited claims bar date for specific contingent and unliquidated claims, including, but not limited to, any claims asserting liability for personal injury, and claims in an amount in excess of $300,000 (collectively, the Disclosure Statement and Approved Plan acceptable “Specified Claims”), in form and substance reasonably acceptable to the Parties by no later than December 10Debtors and the Requisite Consenting Lenders, 2021of on or before July 29, provided 2016; provided, however, that the Commitment Parties provide Specified Claims shall specifically not include (i) claims of any taxing authorities; (ii) rejection damages claims; or (iii) any claims of the Executives (as defined below) or other employees who are parties to severance agreements with the Debtors; and the Executives and the other employees who are parties to severance agreements with the Debtors shall not be required to file any proofs of claim unless their principal comments no later than December 3applicable employment and/or severance agreements are rejected under the Plan by an order of the Court, 2021 which may be the Confirmation Order and such Executive or other employee has not been provided further that the Parties may consent to extend such December 10, 2021 deadline alternative severance compensation pursuant to the extent the Parties are continuing in good faith to negotiate the language terms of the Approved Plan and/or or another agreement with the Debtors (with the consent of the Requisite Consenting Lenders) or the Wind Down Entity; • The Bankruptcy Court shall have entered the Disclosure Statement (which consent Order and Confirmation Order by August 2, 2016; • The Plan shall not be unreasonably withheld); (b) have been consummated by August 16, 2016. For the avoidance of doubt, the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing the earliest possible date for the approval hearing on confirmation of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) Plan as the Bankruptcy Court hearing may provide and the failure by the Debtors to consider entry satisfy any of the Disclosure Statement Order (conditions set forth in this section entitled “Milestones” shall constitute an “Lender Termination Event” under section 11 of the “Disclosure Statement Hearing”) RSA. Marketing Process: Throughout the Chapter 11 Cases, to the extent sale and purchase agreements for the HERO Entities’ assets have not been consummated, the Debtors and the other HERO Entities shall commence not later than January 27continue to market their vessels and residual assets for sale. Pursuant to the terms of the Cash Collateral Order, 2022all proceeds of sales of assets that secure repayment of amounts due to the First Lien Lenders and the First Lien Agent under the First Lien Credit Agreement during the pendency of the Chapter 11 Cases shall be distributed to the First Lien Agent to repay the First Lien Claims in accordance with the terms of the First Lien Credit Agreement; provided, however, that all proceeds of sales of assets owned by the non-Debtor subsidiaries shall first be used to satisfy the outstanding liabilities of such non-Debtor subsidiaries and the excess, if any, shall thereafter be distributed to the First Lien Agent to repay the First Lien Claims; and provided, further, that, to the extent that $420 million has been paid to the First Lien Lenders (inclusive of the Escrow Release Payment and any payments of principal or Applicable Premium under the First Lien Credit Agreement previously made to the First Lien Lenders during the Chapter 11 Cases, but exclusive of interest and periodic adequate protection payments other than adequate protection payments designated as principal payments or payments of Applicable Premium), subject to the immediately preceding proviso, the next $15 million in proceeds of asset sales shall be reserved by the Debtors may extend such period by fourteen (14) days; (e) obtain entry for payment of the Disclosure Statement Order from Shareholder Supplemental Cash Distribution (as defined below) in the Bankruptcy Court reasonably acceptable in form and substance event the class of HERO Common Stock has voted to accept the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective DateShareholder Supplemental Cash Distribution Reserve”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order).

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the each deadline, a “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Milestone”):2 (a) no later than May 22, 2020 at 11:59 p.m. (prevailing Central Time), the Debtors shall file commence the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved Chapter 11 Cases by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions filing petitions for relief under chapter 11 of the Disclosure Statement and Approved Plan acceptable in form and substance to Bankruptcy Code with the Parties by no later than December 10Bankruptcy Court (such filing date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”); (b) no later than one day after the Petition Date, the Debtors shall execute file with the Backstop Commitment Agreements by not later than December 21, 2021Bankruptcy Court a motion seeking entry of the DIP Orders; (c) no later than three days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingInterim DIP Order; (d) no later than 15 days after the Petition Date, the Debtors shall file with the Bankruptcy Court hearing to consider entry of Court: (i) the Plan; (ii) the Disclosure Statement Order Statement; and (iii) a motion (the “Disclosure Statement Hearingand Solicitation Motion”) shall commence not later than January 27seeking, 2022; providedamong other things, that (A) conditional approval of the Debtors may extend such period by fourteen Disclosure Statement, (14B) daysapproval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, (C) approval of the Solicitation Materials, and (D) to schedule the hearing to consider final approval of the Disclosure Statement and confirmation of the Plan; (e) obtain entry of no later than 15 days after the Disclosure Statement Order from Petition Date, the Debtors shall have filed with the Bankruptcy Court reasonably acceptable in form and substance a motion to the Parties by not later than fourteen (14) days after the commencement establish a bar date for filing proofs of the Disclosure Statement Hearingclaim; (f) no later than 35 days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Final DIP Order; (g) no later than 45 days after the Petition Date, the Debtors shall have commenced a solicitation of votes to accept or reject the Plan in accordance with the order approving the Disclosure Statement and Solicitation Motion; (h) no later than 85 days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingOrder; and (hi) no later than 110 days after the effective date of Petition Date (the Approved “Outside Date”), the Debtors shall have consummated the transactions contemplated by the Plan (the date of such consummation, the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry ), it being understood that the satisfaction or waiver of the Confirmation Orderconditions precedent to the Effective Date (as set forth in the Plan and the Term Sheet) are conditions precedent to the occurrence of the Effective Date. Except as set forth in Section 21(c) of this Agreement, each of the Milestones may be extended or waived with the express prior written consent of the Majority Restructuring Support Parties.

Milestones. The Debtors VNR shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the in each case, a “MilestonesMilestone”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) VNR shall commence the Debtors shall file the Disclosure Statement and Approved Plan Chapter 11 Case on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December February 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)2017; (b) no later than 20 days after the date of the commencement of the Chapter 11 Case (the “Petition Date”), the Debtors shall execute file with the Bankruptcy Court (i) the Plan, (ii) the Disclosure Statement, and (iii) a motion seeking entry of an order approving the Backstop Commitment Agreements by not later than December 21, 2021;Agreement and the Equity Commitment Agreement; LEGAL_US_W # 88666596.2 (c) no later than 50 days after the Petition Date, the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of enter orders approving the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for Agreement and the approval of the Backstop Equity Commitment Agreements in advance of the January 27, 2022 omnibus hearingAgreement; (d) no later than 65 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall enter the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysDS Order; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen (14) 125 days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingOrder; and (hf) no later than 155 days after the Petition Date, the Company shall have received all necessary regulatory and other required approvals and consents to consummate the Restructuring in accordance with the Agreement, the Plan and Confirmation Order and the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of the Confirmation OrderDebtors and the Required Consenting Senior Note Holders; provided that (i) the Milestone set forth in section (c) may not be extended with respect to the Equity Commitment Agreement without the consent of the Required Consenting Second Lien Holders, unless (x) such Milestone is extended to same extent with respect to the Backstop Commitment Agreement and (y) no order approving the Backstop Commitment Agreement has been entered and (ii) the Milestone set forth in section (e) may not be extended beyond 185 days without the consent of the Required Consenting Second Lien Note Holders.

Milestones. The Debtors Company shall implement the Restructuring Transactions in accordance comply with each of the following milestones (the “Milestones”)milestones, which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods belowas applicable, unless extended, waived, or otherwise expressly and mutually agreed to in writing among the Company and the Required Consenting Lenders (in each case, with email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (subparts (a)–(f) below, the “Requisite Backstop ShareholdersMilestones”) and the Requisite Commitment Creditors:): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions commence solicitation of the Disclosure Statement and Approved Plan acceptable in form and substance to accordance with section 1126(b) of the Parties Bankruptcy ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇) commence the Chapter 11 Cases by no later than December 10March 17, 20212020 (the date of such commencement, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) no later than one (1) day of the Bankruptcy Court hearing to consider Petition Date, file (i) the Disclosure Statement, (ii) the Plan, votes for which shall have already been solicited, and (iii) a motion seeking entry of an order scheduling a combined hearing with respect to Plan confirmation and Disclosure Statement approval (the Backstop Order shall commence not later than forty (40) days after “Prepack Scheduling Order”), in each case in form and substance reasonably acceptable to the execution of Required Consenting New Incremental Lenders, the Backstop Commitment AgreementsRequired Consenting First Lien Lenders, provided that Company shall use commercially reasonable efforts to obtain a hearing date for and the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingCompany; (d) no later than five (5) days after the Petition Date, the Bankruptcy Court hearing shall have entered (i) the DIP Order on an interim basis and (ii) the Prepack Scheduling Order, in each case subject to consider entry of court availability and in form and substance reasonably acceptable to the Disclosure Statement Order (to the “Disclosure Statement Hearing”) shall commence not later than January 27Required DIP Lenders, 2022; providedthe Required Consenting New Incremental Lenders, that the Debtors may extend such period by fourteen (14) daysRequired Consenting First Lien Lenders, and the Company; (e) obtain entry of no later than thirty-five (35) days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable shall have entered a DIP Order on a final basis, subject to court availability, in form and substance reasonably acceptable to the Parties by not later than fourteen (14) days after Required DIP Lenders, the commencement of Required Consenting New Incremental Lenders, the Disclosure Statement HearingRequired Consenting First Lien Lenders, and the Company; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not no later than sixty (60) days from after the date Petition Date, the Bankruptcy Court enters shall have entered the Confirmation Order and an order approving the Disclosure Statement OrderStatement, in each case subject to court availability and in form and substance reasonably acceptable to the Required DIP Lenders, the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, and the Company; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not no later than thirty seventy-five (3075) days after the commencement of Petition Date, the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.

Milestones. The Debtors Company shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the in each case, a “MilestonesMilestone”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26April 3, 20212015, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties Company shall provide comments to the Debtors and the Debtors shall file amended versions commence a solicitation of the Disclosure Statement Lenders seeking the approval and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language acceptance of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)Plan; (b) on or before April 6, 2015, the Debtors Company shall execute receive the Backstop Commitment Agreements approval and acceptance of the Plan by not later than December 21, 2021Lenders collectively constituting the Required Lenders as of such date (the “Lender Class Acceptance”); (c) upon the Bankruptcy Court hearing to consider entry occurrence of the Backstop Order Lender Class Acceptance, the Company shall commence not later than forty (40) days after the execution of the Backstop Commitment AgreementsChapter 11 Case on or before April 7, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing2015; (d) no later than the date of the commencement of the Chapter 11 Case (the “Petition Date”), the Company shall file with the Bankruptcy Court the Plan, the Disclosure Statement, a motion seeking approval of the DIP Facility (as defined below), and a motion seeking a joint hearing to consider entry the adequacy of the Disclosure Statement Order Statement, approval of the Company’s prepetition solicitation of the Lenders, and confirmation of the Plan (the “Joint Disclosure Statement and Plan Confirmation Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days); (e) obtain entry of no later than 5 business days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable in form and substance to shall enter a final order scheduling the Parties by not later than fourteen (14) days after the commencement of the Joint Disclosure Statement and Plan Confirmation Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not no later than sixty (60) 5 business days from after the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter the Confirmation Interim Financing Order in a form and substance acceptable to the Parties by not Company and the Majority Consenting Lenders in their sole discretion, authorizing the Company to enter into a post-petition credit facility consistent with the DIP Term Sheet (the “DIP Facility”) and use cash collateral, and scheduling a final hearing with respect to such matters; (g) no later than thirty (30) 35 days after the commencement Petition Date, the Bankruptcy Court shall enter the Final Financing Order in a form acceptable to the Company and the Majority Consenting Lenders in their sole discretion; (h) no later than 45 days after the Petition Date, the Bankruptcy Court shall commence the Joint Disclosure Statement and Plan Confirmation Hearing; (i) no later than 50 days after the Petition Date, the Bankruptcy Court shall enter an order (1) approving the adequacy of the Disclosure Statement and the Company’s prepetition solicitation of the Lenders and (2) confirming the Plan (the “Confirmation HearingOrder”); and (hj) no later than 75 days after the Petition Date, the effective date of the Approved Plan (the “Plan Effective Consummation Date”) shall occur no later than one hundred twenty (120) days after entry occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of both the Confirmation OrderCompany and the Majority Consenting Lenders.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) On and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of Support Effective Date, the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for implement the approval Restructuring in accordance with the following Milestones, as applicable, unless extended or waived in writing (which may be by electronic mail between applicable counsel) by the Company and the RequiredRequisite Consenting Lenders in their sole discretion; provided that, with respect to the Milestones in subsections (c) and (e) herein, such Milestones may be extended by the Company and the Lender Counsel. For the avoidance of doubt, nothing in these Milestones shall prevent the Debtors from exercising their respective fiduciary duties under applicable law, subject to the right of the Backstop Commitment Agreements Consenting Lenders under Section 5(b) hereof: (a) no later than 11:59 p.m. (prevailing Eastern time) on the date that is two (2) days after the Support Effective Date, the Company Parties shall have commenced the Chapter 11 Cases in advance of the January 27, 2022 omnibus hearingBankruptcy Court (the “Petition Date”); (db) no later than five (5) days after the Petition Date, the Bankruptcy Court hearing shall have entered the DIP Order on an interim basis, which DIP Order shall be in the form and substance acceptable to consider entry of the Disclosure Statement Order Requisite Consenting Lenders; (c) no later than 11:59 p.m. (prevailing Eastern time) on the date that is thirty-five (35) days after the Petition Date, the Bankruptcy Court shall have entered (i) an order approving the bidding procedures with respect to the Acquisition (the “Disclosure Statement HearingBidding Procedures”) (which Bidding Procedures shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable be in form and substance reasonably acceptable to the Parties by not later than fourteen Requisite Consenting Lenders) and (14) days after the commencement of the Disclosure Statement Hearing; (fii) the Bankruptcy Court hearing to consider entry of the Confirmation DIP Order on a final basis (the “Confirmation Hearing”) which DIP Order shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order be in form and substance acceptable to the Parties by not Requisite Consenting Lenders); (d) no later than thirty 11:59 p.m. (30prevailing Eastern time) the date that is thirty-five (35) days after the commencement Petition Dateon [January 8, 2021], the Company Parties shall have filed an Acceptable Plan, Disclosure Statement, and a motion to approve the Disclosure Statement, each of which shall be in form and substance reasonably acceptable to the Confirmation Hearing; andRequisite Consenting Lenders; (he) no later than ninety (90) days after the Petition Date11:59 p.m. (prevailing Eastern time) on [February 22, 2021], (i) the effective date of hearing to approve the Approved Plan Disclosure Statement shall have occurred and (ii) the “Plan Effective Date”Bankruptcy Court shall have entered an order approving the Disclosure Statement on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; (f) shall occur no later than one hundred twenty fifty (120150) days (or such later date as may be required to accommodate the Bankruptcy Court’s schedule) after the Petition Date11:59 p.m. (prevailing Eastern time) on [April 7, 2021], a hearing shall have occurred for approval of (x) (i) the Acquisition and (ii) confirmation of the Plan or (y) another Acceptable Plan, and within two (2) Business Days thereafter, the Bankruptcy Court shall have entered the Confirmation Order on a final basis, which shall be in form and substance reasonably acceptable to the Requisite Consenting Lenders; and (g) no later than two hundred and ten (210) days after entry of the Confirmation OrderPetition Date11:59 p.m. (prevailing Eastern time) on [April 30, 2021], (i) the Acquisition shall have closed and (ii) the Plan Effective Date shall have occurred.

Milestones. The Debtors no later than May 6, 2016, the Chaparral Parties shall implement commence the Restructuring Transactions in accordance Chapter 11 Cases by filing bankruptcy petitions with the following milestones Bankruptcy Court (such filing date, the “Petition Date”); within one (1) calendar day after the Petition Date, the Chaparral Parties shall file with the Bankruptcy Court a motion seeking to assume this Agreement (the “MilestonesRSA Assumption Motion”); within one (1) Business Day after the Petition Date, which, to the extent such date (including any extension thereof), does not consist of Chaparral Parties shall file with the Bankruptcy Court a date certain, shall be calculated under Rule 9006 motion seeking entry of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Interim Cash Collateral Order [and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by Final Cash Collateral Order]; no later than December 10May 11, 20212016, provided that the Commitment Parties provide their principal comments Bankruptcy Court shall have entered the Interim Cash Collateral Order; no later than December 3May 13, 2021 and provided further that 2016, the Chaparral Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) file with the Bankruptcy Court hearing to consider entry the Plan (which Plan shall, for the avoidance of doubt, specify a “consensual” and “non-consensual treatment” of the Backstop Order shall commence not Revolving Loan Claims in a manner acceptable to the Company and Required Consenting Noteholders); no later than forty May 20, 2016, the Chaparral Parties shall file with the Bankruptcy Court: (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (di) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order Statement; and (ii) a motion (the “Disclosure Statement Hearingand Solicitation Motion”) shall commence not later than January 27seeking, 2022; providedamong other things, that the Debtors may extend such period by fourteen (14A) days; (e) obtain entry approval of the Disclosure Statement Order from Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Bankruptcy Court reasonably acceptable in form Plan and substance for filing objections to the Parties by not later than fourteen Plan, and (14C) days after to schedule the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry confirmation of the Confirmation Order Plan (the “Confirmation Hearing”) shall commence not ); no later than sixty (60) days from the date May 2330, 2016, the Bankruptcy Court enters shall have entered an order authorizing the Disclosure Statement assumption of this Agreement (the “RSA Assumption Order; ”); no later than June 2428, 2016, (gi) the Bankruptcy Court shall enter have entered the Confirmation Final Cash Collateral Order and an order approving the Disclosure Statement and the relief requested in form the Disclosure Statement and substance acceptable to the Parties by not Solicitation Motion and (ii) no later than thirty three (303) days Business Days after entry of the commencement of order approving the Disclosure Statement and Solicitation Motion, the Chaparral Parties shall have commenced solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan; no later than July 29August 4, 2016, the Bankruptcy Court shall have commenced the Confirmation Hearing; and no later than August 29, 2016, the Bankruptcy Court shall have entered the Confirmation Order; and no later than August 1625, 2016, the Chaparral Parties shall consummate the transactions contemplated by the Plan (h) the effective date of the Approved Plan (such consummation, the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of ). Exhibit A to the Confirmation Order.Restructuring Support Agreement Exhibit B to the Restructuring Support Agreement

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with DIP Credit Agreement will include the following milestones related to the Chapter 11 Cases (the “Milestones”)): · no later than 1 business day after the Petition Date, which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file have filed the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment PartyStatement; · no later than 3 business days after the Petition Date, counsel to the Commitment Parties Bankruptcy Court shall provide comments to have entered the Debtors and Interim DIP Order; · no later than 3 business days after the Debtors Petition Date, the Bankruptcy Court shall file amended versions of have entered an interim order approving the Disclosure Statement and Approved Plan acceptable Securitization Facilities, which order shall be in form and substance satisfactory to the Parties by Required DIP Lenders; · no later than December 1045 calendar days after the Petition Date, 2021, provided that the Commitment Parties provide their principal comments Bankruptcy Court shall have entered the Final DIP Order; · no later than December 345 calendar days after the Petition Date, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of shall have entered a final order approving the Backstop Order Securitization Facilities, which order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable be in form and substance satisfactory to the Parties by not Required DIP Lenders; · no later than fourteen (14) 50 calendar days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter have entered an order confirming the Confirmation Order in form Plan and substance acceptable to approving the Parties by not Disclosure Statement; and · no later than thirty (30) 120 calendar days after the commencement of the Confirmation Hearing; and (h) Petition Date, the effective date of the Approved Plan shall have occurred. Events of Default: Usual and customary for debtor-in-possession financings and other events of default agreed to by the Borrower and the Required Backstop Parties (“Events of Default”). The DIP Credit Agreement shall provide for customary remedies for an Event of Default that remains uncured including, but not limited to, the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry accrual of interest at the Confirmation OrderDefault Rate and relief from the automatic stay on customary terms for the Bankruptcy Court.

Milestones. The Debtors shall implement After the Restructuring Transactions in accordance with date of this Agreement, if Seller commences or becomes subject of a case under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), or such a case is commenced against Seller, at any time before the Delivery Window Deadline for any undelivered Aircraft has not yet expired and so long as no Termination Event has occurred (any such bankruptcy case occurring, a “Bankruptcy Case”), then Seller agrees to complete the following milestones actions on or before the dates specified below (each a “Milestone” and collectively, the “Milestones”), which, to ): (a) Within one day after the extent such petition date (including any extension thereof)the “Petition Date”) on which such Bankruptcy Case is filed, does not consist Seller shall file a motion (the “Sale Approval Motion”) in its Bankruptcy Case pursuant to Sections 363 and 365 seeking approval of, as applicable, the Transaction Documents and the assumption of a date certain, such agreements and shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedurereasonably seek, subject to the cure periods belowbankruptcy court’s availability, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (schedule the “Requisite Backstop Shareholders”) and hearing on such Sale Approval Motion within thirty days after the Requisite Commitment Creditors:Petition Date; and (ab) within forty-five (45) days after such motion is so filed, the Debtors bankruptcy court overseeing the Seller’s Bankruptcy Case shall file the Disclosure Statement and Approved Plan on or before November 26enter an order, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance reasonably acceptable to Buyer, approving, as applicable, the Transaction Documents and the assumption of such agreements, under Sections 363 and 365 of the Bankruptcy Code. Buyer, in its sole reasonable discretion, may extend the above deadline(s) for any or all of the Milestones (as extended prior to the Parties then current applicable Milestone(s)) in written notice(s) sent by no later than December 10email to Seller (to the following email addresses: [***] with a copy to: [***]). Without limiting the effect of Section 11.2 hereof, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10agree that, 2021 deadline to the extent the Parties are continuing in so long 1010483421v25 as Seller uses good faith efforts to negotiate satisfy the language of foregoing Milestones, the Approved Plan and/or the Disclosure Statement (which consent failure by Seller to attain any Milestones shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements deemed to be a breach by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry Seller of the Backstop Order shall commence not later than forty (40) days after terms of this Agreement or of any Transaction Document. The Sale Approval Motion and the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order associated proposed order (the “Disclosure Statement HearingProposed Order”) shall commence not later than January 27, 2022; provided, that the Debtors may extend be prepared by Seller. The form and substance of any amendments or modifications to such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Proposed Order from the Bankruptcy Court reasonably acceptable must be in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance reasonably acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderBuyer and Seller.

Milestones. The Debtors On and after the Agreement Effective Date, the Company Parties shall implement the Restructuring Transactions in accordance with the following milestones (as any such milestone may be extended in writing by the “Milestones”Required Consenting Creditors (which extension may be via email of counsel to the Consenting Creditors)), which, unless waived in writing by the Required Consenting Creditors (which waiver may be via email of counsel to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Consenting Creditors:): (a) not later than March 16, 2023, the Debtors Petition Date shall file have occurred; (b) not later than 11:59 p.m., prevailing Eastern Time, on March 20, 2023, the Disclosure Statement Bankruptcy Court shall have entered the Cash Collateral Order on an interim basis; (c) not later than 11:59 p.m., prevailing Eastern Time, on May 1, 2023, the Bankruptcy Court shall have entered the Cash Collateral Order on a final basis; (d) not later than 11:59 p.m., prevailing Eastern Time, on August 1, 2023, the Company Parties shall have proposed a go-forward business plan for the Reorganized Company Parties (including (i) the proposed treatment of the Company Parties’ agreements with (A) Sports Leagues and Approved Plan on or before November 26, 2021, it being acknowledged (B) MVPDs and agreed (ii) any proposed Sports League Deals and the status of any such Sports League Deals with any Sports League) that such Disclosure Statement is in form and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably substance acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors Required Consenting Creditors and the Debtors shall file amended versions of Company Parties (the Disclosure Statement “Business Plan Milestone,” and Approved Plan such business plan that is acceptable in form and substance to the Parties by no later than December 10Required Consenting Creditors and the Company Parties, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement HearingAcceptable Business Plan”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days); (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen 11:59 p.m., prevailing Eastern Time, on September 1, 2023, the Company Parties and the Required Consenting Creditors shall have reached agreement on the Governance Term Sheet, which agreement shall be acceptable to the Required Consenting Creditors (14) days after the commencement of the Disclosure Statement Hearing“Governance Milestone”); (f) not later than 11:59 p.m., prevailing Eastern Time, on September 1, 2023, the Company Parties shall have filed with the Bankruptcy Court hearing to consider entry of the Confirmation Order Plan, the Disclosure Statement and the Solicitation Materials; (the “Confirmation Hearing”g) shall commence not later than sixty (60) days from the date 11:59 p.m., prevailing Eastern Time, on October 6, 2023, the Bankruptcy Court enters shall have entered the Disclosure Statement Order; (gh) not later than 11:59 p.m. prevailing Eastern Time on December 1, 2023, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingOrder; and (hi) the effective date of the Approved Plan no later than December 31, 2023 (the “Outside Date”), the Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.

Milestones. 4.01. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to extended in writing by Highbridge and the Required Consenting Unsecured Noteholders (email from respective counsel to such Parties being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10January 31, 20212023, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent Petition Date shall not be unreasonably withheld)have occurred; (b) no later than the Petition Date, the Debtors shall execute have Filed the Backstop Commitment Agreements by not later than December 21, 2021draft Plan with the Bankruptcy Court; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not no later than forty three (403) days after the execution of Petition Date, the Backstop Commitment Agreements, provided that Company Bankruptcy Court shall use commercially reasonable efforts to obtain a hearing date for have entered the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingInterim DIP Order; (d) no later than ten (10) Business Days after the Bankruptcy Court hearing to consider Petition Date, the Debtors shall have filed (i) the Disclosure Statement, (ii) a motion seeking entry of the Disclosure Statement Order and (iii) a motion seeking approval of the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that fees and expenses of the Debtors may extend such period by fourteen (14) daysBackstop Parties in connection with the Backstop Commitment Agreement; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen thirty-five (1435) days after the commencement of Petition Date, the Disclosure Statement HearingBankruptcy Court shall have entered the Final DIP Order; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not no later than sixty (60) days from after the date Petition Date, the Bankruptcy Court enters shall have entered (i) the Disclosure Statement Order, (ii) an order approving the fees and expenses of the Backstop Parties in connection with the Backstop Commitment Agreement and (iii) an order approving the Rights Offering Procedures; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not no later than thirty twenty (3020) days Business Days after the subscription commencement of date, the Confirmation Hearing; andDebtors shall have ended the subscription period for the Rights Offering; (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred and five (105) days after the Petition Date, the Bankruptcy Court shall have entered (i) the Confirmation Order and (ii) an order approving the Backstop Commitment Agreement; (i) no later than one hundred and twenty (120) days after entry the Petition Date, the Plan Effective Date shall have occurred; provided however, that such date may be extended for an additional one (1) month period, solely to the extent that the Company Parties have otherwise complied with the terms of this Agreement, the Definitive Documents and all other events and actions necessary for the occurrence of the Confirmation OrderPlan Effective Date has occurred other than the receipt of regulatory or other approval of a government entity or unit necessary for the occurrence of the Plan Effective Date.

Milestones. 4.01 The Debtors following Milestones shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment CreditorsRequired Consenting Creditors and Ares: (a) the Debtors shall file the Disclosure Statement and Approved Plan on On or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel prior to the Petition Date (as defined herein), the Backstop Commitment Parties Agreement shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld);have been finalized. (b) On July 15, 2020 or such earlier date as agreed upon by the Debtors parties, the Company Parties shall execute commence the Backstop Commitment Agreements by not later than December 21, 2021;Chapter 11 Cases. (c) No later than 5 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing;Interim DIP Order. (d) No later than 5 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days;Interim 9019 Order. (e) obtain entry No later than 14 days after the Petition Date, the Company Parties shall have filed the Plan, Disclosure Statement and a motion seeking approval of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing;Statement. (f) No later than 40 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Final DIP Order;. (g) No later than 40 days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; andFinal 9019 Order. (h) No later than 40 days after the effective date Petition Date, the Company Parties shall have filed the Plan Supplement containing the (i) schedules of assumed or rejected contracts, (ii) the constituents documents of the Approved Plan Reorganized Debtors consistent with the terms of the Governance Term Sheet, (iii) the “Plan Effective Date”form of registration rights agreement, (iv) shall occur no required disclosures regarding directors and officers of the Reorganized CRC (consistent with the terms of the Governance Term Sheet) and (v) any documents (to the extent not already filed) in connection with the Definitive Documents listed in the foregoing sections 3.01(o)-3.01(q). (i) No later than one hundred twenty (120) 40 days after entry of the Petition Date, the Bankruptcy Court shall have entered an order approving the Backstop Commitment Agreement. (j) No later than 44 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Solicitation Materials and the Disclosure Statement. (k) No later than 28 days after the Subscription Commencement Date (as defined in the Backstop Commitment Agreement), the Debtors shall have ended the subscription period for the Equity Rights Offering. (l) No later than 105 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order. (m) No later than 135 days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance comply with the following chapter 11 milestones (collectively, the “Chapter 11 Milestones”)): A. On or before the date that is fifteen (15) days following the Petition Date, whichthe Debtors shall have filed with the Bankruptcy Court a motion, in form and substance satisfactory to the extent Required Buyers, seeking entry of an order by the Bankruptcy Court approving bidding procedures in connection with a 363 sale process pursuant to one or more asset purchase agreements or similar agreements that provide for repayment in full in cash of the obligations under the DIP Warehouse Facility Agreements on the closing of such agreement; B. On or before the date that is fifteen (including any extension thereof)15) days following the Petition Date, does not consist of the Debtors shall have filed with the Bankruptcy Court an Acceptable Plan and a disclosure statement reasonably satisfactory to the Required Buyers with respect thereto; C. On or before the date certainthat is sixty (60) days following the Petition Date, the Bankruptcy Court shall have approved bidding procedures, in form and substance reasonably acceptable to the Required Buyers, and such approval shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedurein full force and effect, subject to the cure periods belowand shall not have been (i) vacated, unless extended, waivedreversed, or stayed, or (ii) amended or modified except as otherwise agreed to in writing by the Required Buyers; D. On or before the date that is sixty (email from counsel being sufficient60) by at least two unaffiliated Backstop Shareholders (days following the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) Petition Date, the Debtors shall file have obtained the Disclosure Statement Bankruptcy Court’s approval of a disclosure statement for an Acceptable Plan and Approved solicitation procedures contemplating completion of a confirmation hearing with respect 2014058.10-NYCSR07A - MSW to an Acceptable Plan no later than 115 days following the Petition Date, which disclosure statement and solicitation procedures must otherwise be in form and substance reasonably acceptable to the Required Buyers, and the Bankruptcy Court’s approval of such disclosure statement and solicitation procedures shall not have been amended, modified or supplemented (or any portions thereof reversed, stayed or vacated) other than as agreed in writing by the Required Buyers; and E. One of the following milestones shall be satisfied on or before November 26the date that is 125 days following the Petition Date: 1. the Debtors shall obtain entry of an order of the Bankruptcy Court confirming an Acceptable Plan, 2021which order (i) shall be (x) in form and substance satisfactory to the Required Buyers, it being acknowledged to the extent relating to the termination of the commitments under the DIP Warehouse Facility Agreements, the payment in full in cash and full discharge of the obligations under the DIP Warehouse Facility Agreements, and releases and other exculpatory provisions for the Secured Parties and (y) otherwise in form and substance reasonably satisfactory to the Required Buyers, and (ii) shall not have been amended, modified or supplemented (or any portions thereof reversed, stayed or vacated) other than as agreed in writing by the Required Buyers; or 2. the Bankruptcy Court shall have entered an order approving an asset purchase agreement or similar agreement that provides for repayment in full in cash of the obligations under the DIP Warehouse Facility Agreements on the closing of such Disclosure Statement agreement (such order, the “Sale Order” and Approved Plan has such agreement, the “Sale Agreement”), in form and substance reasonably acceptable to the Required Buyers, and the Sale Order shall be in full force and effect, and shall not have been approved (i) vacated, reversed, or stayed, or (ii) amended or modified except as otherwise agreed to in writing by any Commitment Party and the Required Buyers; provided that, in the event such filed Approved Plan the Board of Directors of the Guarantor and Disclosure Statement Sellers have determined to no longer pursue the Sale Agreement or a replacement Sale Agreement, then (x) the Guarantor and Sellers shall notify the Administrative Agent and the Buyers thereof no later than the date that is not reasonably acceptable the sum of (A) 95 days plus (B) five (5) Business Days following the Petition Date and (y) Section E.2 above shall cease to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors be an alternative and the Debtors shall file amended versions of be required to satisfy the Disclosure Statement and Approved Plan acceptable Chapter 11 Milestone set forth in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderSection E.1 above.

Milestones. The Debtors Company shall implement meet the Restructuring Transactions in accordance following milestones: 1. The Company shall enter into the Plan with the following milestones holders of the Company’s Series C Preferred Stock or securities convertible into the Company’s Series C Preferred Stock; 2. On the Closing Date, the Company shall cancel the offering of Series C Shares and issue a press release announcing cancellation of the sales of Series C Shares; 3. On the Closing Date, the Company shall issue a press release announcing its partnership with FireEye; 4. Within 7 days of the Closing Date, the Company shall issue a press release announcing SmartFile commercial progress; 5. Within 21 days of the Closing Date, the Company shall issue an additional press release announcing further SmartFile commercial progress; 6. Within 45 days of the Closing Date, the Company shall issue a press release announcing that the Company is cash flow positive on a twelve month run rate basis as of October 1; and 7. Within 60 days of the Closing Date, the Company shall issue a press release announcing SmartFile commercial progress; 8. Within 75 days of the Closing Date, the Company shall issue an additional press release announcing further FireEye commercial progress; and 9. Within 75 days, the Company will have its Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission on May 14, 2015, declared effective 10. Within 90 days of the Closing Date, the Company shall sell shares of its common stock in an underwritten offering (the “MilestonesUnderwritten Offering”), which, ) in an aggregate amount equal to or greater than $2,500,000 at a price per share equal to the extent such higher of $0.25 and 30% discount to the 30-day VWAP on the date of the Underwritten Offering (including any extension thereofin conjunction with this milestone #9, the company agrees that no financings are required or will be pursued prior to completion of the underwritten offering), . For each milestone that the Company does not consist achieve, the Company shall issue _________ shares of a the Common Stock to the Purchaser on the date certainthat the Company misses such milestone; provided, however, if the Company does not achieve the eighth and tenth milestone listed above, the Company shall issue __________ shares of the Common Stock to the Purchaser on the date that the Company misses such milestone. Further, if the Company fails to meet any of the milestones, the Warrant Price shall be calculated under Rule 9006 adjusted to the quotient equal to the (i) original principal amount of the Federal Rules of Bankruptcy ProcedureDebenture, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing divided by (email from counsel being sufficientii) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel shares of Common Stock issuable pursuant to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions terms of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); Debenture plus (b) the Debtors shall execute shares of Common Stock issued for milestones not achieved by the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderCompany.

Milestones. The HERO Entities shall implement the transactions contemplated by this Term Sheet and the RSA on the following timeline: • The Debtors shall implement have commenced the Restructuring Transactions in accordance with solicitation of votes to accept or reject the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist Plan for holders of a date certain, shall be calculated under Rule 9006 First Lien Claims and for holders of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan HERO Common Stock on or before November 26May 31, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in 2016; • The Debtors shall have concluded the event such filed Approved solicitation of votes to accept or reject the Plan and Disclosure Statement tabulated such votes on or before June 3, 2016 for holders of First Lien Claims and June 28, 2016 for holders of HERO Common Stock; • The Debtors shall have commenced the Chapter 11 Cases on or before 7:00 a.m. New York time on June 6, 2016; • The Bankruptcy Court shall have entered the interim Cash Collateral Order by the date that is not three business days after the Petition Date; • The Bankruptcy Court shall have entered the final Cash Collateral Order in form and substance reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors Requisite Consenting Lenders by the date that is thirty days after the Petition Date; The Bankruptcy Court shall file amended versions have established a limited claims bar date for specific contingent and unliquidated claims, including, but not limited to, any claims asserting liability for personal injury, and claims in an amount in excess of $300,000 (collectively, the Disclosure Statement and Approved Plan acceptable “Specified Claims”), in form and substance reasonably acceptable to the Parties by no later than December 10Debtors and the Requisite Consenting Lenders, 2021of on or before July 29, provided 2016; provided, however, that the Commitment Parties provide Specified Claims shall specifically not include (i) claims of any taxing authorities; (ii) rejection damages claims; or (iii) any claims of the Executives (as defined below) or other employees who are parties to severance agreements with the Debtors; and the Executives and the other employees who are parties to severance agreements with the Debtors shall not be required to file any proofs of claim unless their principal comments no later than December 3applicable employment and/or severance agreements are rejected under the Plan by an order of the Court, 2021 which may be the Confirmation Order and such Executive or other employee has not been provided further that the Parties may consent to extend such December 10, 2021 deadline alternative severance compensation pursuant to the extent the Parties are continuing in good faith to negotiate the language terms of the Approved Plan and/or or another agreement with the Debtors (with the consent of the Requisite Consenting Lenders) or the Wind Down Entity; EXECUTION VERSION • The Bankruptcy Court shall have entered the Disclosure Statement (which consent Order and Confirmation Order by August 2, 2016; • The Plan shall not be unreasonably withheld); (b) have been consummated by August 16, 2016. For the avoidance of doubt, the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing the earliest possible date for the approval hearing on confirmation of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) Plan as the Bankruptcy Court hearing may provide and the failure by the Debtors to consider entry satisfy any of the Disclosure Statement Order (conditions set forth in this section entitled “Milestones” shall constitute an “Lender Termination Event” under section 11 of the “Disclosure Statement Hearing”) RSA. Marketing Process: Throughout the Chapter 11 Cases, to the extent sale and purchase agreements for the HERO Entities’ assets have not been consummated, the Debtors and the other HERO Entities shall commence not later than January 27continue to market their vessels and residual assets for sale. Pursuant to the terms of the Cash Collateral Order, 2022all proceeds of sales of assets that secure repayment of amounts due to the First Lien Lenders and the First Lien Agent under the First Lien Credit Agreement during the pendency of the Chapter 11 Cases shall be distributed to the First Lien Agent to repay the First Lien Claims in accordance with the terms of the First Lien Credit Agreement; provided, however, that all proceeds of sales of assets owned by the non-Debtor subsidiaries shall first be used to satisfy the outstanding liabilities of such non-Debtor subsidiaries and the excess, if any, shall thereafter be distributed to the First Lien Agent to repay the First Lien Claims; and provided, further, that, to the extent that $420 million has been paid to the First Lien Lenders (inclusive of the Escrow Release Payment and any payments of principal or Applicable Premium under the First Lien Credit Agreement previously made to the First Lien Lenders during the Chapter 11 Cases, but exclusive of interest and periodic adequate protection payments other than adequate protection payments designated as principal payments or payments of Applicable Premium), subject to the immediately preceding proviso, the next $15 million in proceeds of asset sales shall be reserved by the Debtors may extend such period by fourteen (14) days; (e) obtain entry for payment of the Disclosure Statement Order from Shareholder Supplemental Cash Distribution (as defined below) in the Bankruptcy Court reasonably acceptable in form and substance event the class of HERO Common Stock has voted to accept the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective DateShareholder Supplemental Cash Distribution Reserve”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order).

Milestones. The Debtors Borrower shall, or shall implement cause the Restructuring Transactions in accordance following to occur, by the times and dates set forth below (as any such time and date may be extended with the following milestones (consent of the “Milestones”Required New Incremental Loan Lenders or the New Incremental Loan Lenders Advisors at the direction of the Required New Incremental Loan Lenders, which consent may be delivered via electronic mail); provided that where used in this Section 5.12(b), which, any “delivery” required by this Section 5.12(b) shall require delivery to the extent such date Administrative Agent (including any extension thereof), does not consist of a date certain, which shall be calculated under Rule 9006 reasonably promptly furnish to each of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Lenders and the Requisite Commitment Creditors:Lender Advisors, as well as to any other Person specified below): (ai) Borrower will enter into the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable RSA in form and substance acceptable to the Parties by New Incremental Loan Lenders on or prior to the New Incremental Loan Closing Date; (ii) [Reserved]; (iii) By March 16, 2020, the Borrower shall provide to the New Incremental Loan Lenders final versions of first day pleadings, Chapter 11 Plan and Chapter 11 Plan Disclosure Statement, in each case, in form and substance reasonably satisfactory to the Required New Incremental Loan Lenders; (iv) By no later than December 10March 16, 20212020, provided that the Commitment Parties provide their principal comments Borrower shall commence solicitations of consents to the Chapter 11 Plan pursuant to and in accordance with definitive documents in form and substance reasonably acceptable to the Required New Incremental Loan Lenders and the Borrower; (v) By no later than December 3March 16, 2021 and provided further that 2020, the Parties may consent Borrower shall cause the Petition Date to extend such December 10, 2021 deadline occur in order to implement the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)Chapter 11 Case; (bvi) the Debtors shall execute the Backstop Commitment Agreements by not By no later than December 21, 2021; five (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (405) days after the execution of Petition Date, the Backstop Commitment AgreementsBorrower shall file (i) a Chapter 11 Plan Disclosure Statement, provided that Company (ii) Chapter 11 Plan, votes for which shall use commercially reasonable efforts to obtain have already been solicited, and (iii) a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider motion seeking entry of the an order scheduling a combined hearing with respect to Chapter 11 Plan confirmation and Chapter 11 Plan Disclosure Statement Order approval (the “Disclosure Statement HearingPrepack Scheduling Order”) shall commence not later than January 27), 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in each case in form and substance reasonably acceptable to the Parties by not later than fourteen (14) days after Required New Incremental Loan Lenders and the commencement of the Disclosure Statement HearingBorrower; (fvii) By no later than five (5) days following the Petition Date, the Bankruptcy Court hearing shall enter (i) an interim order authorizing a DIP Facility to consider entry of be provided by the Confirmation Order New Incremental Loan Lenders (the “Confirmation HearingDIP Facility”) in form and substance acceptable to the Required New Incremental Loan Lenders and the Borrower, and (ii) the Prepack Scheduling Order; (viii) By no later than forty-five (45) days following the Petition Date, the Bankruptcy Court shall commence not enter a final order authorizing the DIP Facility, in form and substance reasonably acceptable to the Required New Incremental Loan Lenders and the Borrower; (ix) By no later than sixty (60) days from following the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter an order confirming the Confirmation Order Chapter 11 Plan, in form and substance reasonably acceptable to the Parties by not later than thirty (30) days after Required New Incremental Loan Lenders and the commencement of the Confirmation HearingBorrower; and (hx) By no later than seventy-five (75) days following the Petition Date, the effective date of the Approved Chapter 11 Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.

Milestones. The Debtors shall implement Notwithstanding anything to the Restructuring Transactions contrary in accordance with the Term Sheet, the following milestones (the “Milestones”), which, ) shall apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, modified or otherwise agreed to waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Required Consenting Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10three (3) Business Days after the Agreement Effective Date, 2021the Company Parties, provided that EchoStar and DNC shall have satisfied their obligations with respect to each Execution Date Transaction as set forth in the Commitment Parties provide their principal comments no later than December 3Term Sheet, 2021 and provided further that including by satisfying in full, in cash, DBS’s payment of its portion of the Parties may consent to extend such December 10, 2021 deadline Claim Settlement Amount to the extent Supporting Noteholders in the Parties are continuing in good faith amount of $75,000,000, by wire transfer of immediately available funds to negotiate the language of account(s) designated by the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)Required Consenting Creditors; (b) on or as soon reasonably practicable following the Debtors shall execute the Backstop Commitment Agreements by not AT&T Closing Date, and no later than three (3) Business Days after the AT&T Closing Date, the Intercompany Transactions shall have occurred as set forth in the Term Sheet; provided that if payment of the 2021 Intercompany Loan – Tranche B (as defined in the Term Sheet) as set forth in the Intercompany Transactions has not been made by December 211, 2021;2026, it will be made on such date; ​ ​ ​ 5 Unless required to be disclosed by applicable Law, under no circumstance shall any Consenting Creditor signature pages, the identity of the holder(s), or the amount of holdings be disclosed publicly or to any other party, or used in any litigation or for any purpose other than to confirm that the requirements contained in Section 3 are satisfied. ​ ​ (c) no later than the Bankruptcy Court hearing to consider entry Election Date, the Company Parties shall have notified Ad Hoc Group Counsel in writing of whether they are making the Chapter 11 Election; provided that the Election Date may be extended in accordance with the section of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Term Sheet entitled “Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingParty Election”; (d) if the Bankruptcy Court hearing to consider entry Company Parties do not make the Chapter 11 Election on or before the Election Date: (i) no later than 11:59 p.m. (prevailing Eastern Time) on the earlier of (x) the Disclosure Statement Order date that the Company Parties have notified Ad Hoc Group Counsel that they are not making the Chapter 11 Election and (y) the Election Date, the Company Parties shall have commenced the Exchange Transaction (the “Disclosure Statement HearingExchange Commencement Date”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days); (eii) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty 11:59 p.m. (120prevailing Eastern Time) days after entry of on the Confirmation Order.date that is twenty

Milestones. The Debtors On and after the Agreement Effective Date, the Parties shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficientwhich may be by electronic mail) by at least two unaffiliated Backstop Shareholders the Company Parties, the Required Consenting Lenders and, solely with respect to subsections (a), (b)(i), and (b)(vi) below (the “Requisite Backstop Sponsor Milestones”), the Consenting Shareholders”) and the Requisite Commitment Creditors, each in their sole discretion: (a) To the Debtors shall file extent the Disclosure Statement and Approved Plan Restructuring Transactions are to be implemented on or before November 26an out-of-court basis through the Out-of-Court Restructuring, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in cause the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable Out-of-Court Restructuring Effective Date to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by occur no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld);Out-of-Court Restructuring Outside Date. (b) If the Debtors Consent Threshold has not been satisfied (as mutually determined by the Required Parties), extended or waived by the Required Parties on or prior to the Out-of-Court Toggle Date, the Restructuring Transactions shall execute be implemented on an in-court basis through the Backstop Commitment Agreements by not later than December 21, 2021;In-Court Restructuring and the Company Parties shall comply with each of the following milestones: (ci) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen (14) days after the Out-of-Court Toggle Date, to the extent the Consent Threshold has not been obtained or (ii) the Out-of-Court Restructuring Outside Date if the Out-of-Court Restructuring Effective Date has not occurred, commence solicitation of the Plan; (ii) no later than the date which is the later of (A) September 25, 2020 or (B) fourteen (14) days after commencement of the Disclosure Statement Hearingsolicitation of the Plan, the Company Parties shall conclude the solicitation of the Plan; (fiii) no later than the date which is the later of (A) October 3, 2020 or (B) one (1) Business Day after concluding the solicitation of the Plan, the Petition Date shall have occurred (and, for the avoidance of doubt, on such Petition Date, the Company Parties shall have filed with the Bankruptcy Court the Plan, the Disclosure Statement and other Solicitation Materials, and a motion scheduling a combined hearing to consider entry of on the Plan and Disclosure Statement and other Solicitation Materials); (iv) within five (5) Business Days after the Petition Date, the Company Parties shall have filed with the Bankruptcy Court the Plan Supplement; (v) within fourteen (14) days after the Petition Date, the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days and all other related relief required to be obtained from the date the Bankruptcy Court enters to implement the Disclosure Statement Order;Restructuring Transactions through the In-Court Restructuring shall have been entered and/or granted, as applicable, by the Bankruptcy Court; and (gvi) the Bankruptcy Court Plan Effective Date shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than have occurred within thirty (30) calendar days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan Petition Date (the “Plan Effective In-Court Restructuring Outside Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order).

Milestones. The Debtors During the Support Period, the Company shall use commercially reasonable efforts to implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), whichas applicable, to unless extended or waived in writing (with email from counsel being sufficient) by the extent such Required Consenting First Lien Noteholders, the Required Consenting 1.5L Noteholders and the Required Consenting Crossholder Noteholders:2 a. no later than 11:59 p.m. (prevailing Eastern Time) on April 1, 2019, the Company Entities shall have commenced the Chapter 11 Cases in the Bankruptcy Court (the “Petition Date”); b. as soon as reasonably practicable, but in no event later than the date that is three (including any extension thereof)3) calendar days after the Petition Date, does not consist the Bankruptcy Court shall have entered the Interim DIP Order; 2 The date of a date certain, each Milestone provided for in this Section 3 shall be calculated under in accordance with Rule 9006 of the Federal Rules of Bankruptcy Procedure. c. as soon as reasonably practicable, subject to the cure periods below, unless extended, waived, or otherwise agreed to but in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the no event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10the date that is forty-five (45) calendar days after the Petition Date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of shall have entered the Backstop Order shall commence not Final DIP Order; d. as soon as reasonably practicable, but in no event later than forty (40) days after the execution of the Backstop Commitment Agreements, provided date that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than is sixty (60) calendar days from after the date Petition Date, the Bankruptcy Court enters shall have entered the RSA Order, the BCA Approval Order and the Debt Backstop Order; e. as soon as reasonably practicable, but in no event later than the date that is ninety (90) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order f. as soon as reasonably practicable, but in form and substance acceptable to the Parties by not no event later than thirty the date that is one hundred and twenty-five (30125) calendar days after the commencement Petition Date, the hearing to consider confirmation of the Confirmation HearingPlan shall have begun; and g. as soon as reasonably practicable, but in no event later than the date that is one hundred and fifty (h150) calendar days after the effective date of Petition Date, the Approved Plan Effective Date shall occur; provided that, the Milestones set forth in Sections (the “Plan Effective Date”3)(e), (3)(f) and (3)(g) shall occur no later than one hundred twenty be extended by the number of days (120not to exceed thirty-five (35) days after entry for purposes of this clause) by which the Confirmation Orderdeadline to file schedules of assets and liabilities and statements of financial affairs is extended beyond forty-five (45) calendar days, in the event the Company receives such an extension.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the each deadline, a “MilestonesMilestone”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 1015, 20212015, provided that the Commitment Parties provide their principal comments no later than December 3Debtors shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”); (b) on the Petition Date, the Debtors shall execute file with the Backstop Commitment Agreements by not later than December 21, 2021Bankruptcy Court a motion seeking entry of the Interim DIP Order and the Final DIP Order; (c) no later than December 17, 2015, the Bankruptcy Court hearing to consider entry of shall have entered the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingInterim DIP Order; (d) no later than January 7, 2016, the Debtors shall file with the Bankruptcy Court hearing a motion to consider entry reject executory contracts and set procedures with regard to the determination of rejection damages; (e) no later than January 7, 2016, the Debtors shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement Order Statement; and (iii) a motion (the “Disclosure Statement Hearingand Solicitation Motion”) shall commence not later than January 27seeking, 2022; providedamong other things, that the Debtors may extend such period by fourteen (14A) days; (e) obtain entry approval of the Disclosure Statement Order from Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Bankruptcy Court reasonably acceptable in form Plan and substance for filing objections to the Parties by not later than fourteen Plan, and (14C) days after to schedule the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry confirmation of the Confirmation Order Plan (the “Confirmation Hearing”); and (iii) shall commence not a motion seeking to assume this Agreement (the “RSA Assumption Motion”); (f) no later than sixty (60) days from the date January 15, 2016, the Bankruptcy Court enters shall have entered the Disclosure Statement Final DIP Order; (g) no later than February 12, 2016, (i) the Bankruptcy Court shall enter have entered (x) an order approving the Confirmation Order Disclosure Statement and the relief requested in form the Disclosure Statement and substance acceptable to Solicitation Motion and (y) an order authorizing the Parties by not later than thirty (30) days after the commencement assumption of the Confirmation Hearing; and (h) the effective date of the Approved Plan this Agreement (the “Plan Effective DateRSA Assumption Order”); and (ii) shall occur no later than one hundred twenty (120) four days after entry of the order approving the Disclosure Statement, the Debtors shall have commenced solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan; (h) no later than March 28, 2016, the Bankruptcy Court shall have commenced the Confirmation Hearing; (i) no later than April 1, 2016, the Bankruptcy Court shall have entered the Confirmation Order; and (j) no later than April 15, 2016, the Debtors shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Effective Date”), it being understood that the Debtors’ entry (as reorganized entities under the Plan) into the Exit Facility (as defined in the Term Sheet) and the satisfaction of the conditions precedent to the Effective Date (as set forth in the Exit Facility, the Plan, and the Term Sheet) shall be conditions precedent to the occurrence of the Effective Date. The Debtors may extend a Milestone with the express prior written consent of (i) Second Lien Backstoppers (as defined in the Term Sheet) holding 50.1% or more of the Second Lien Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under this Agreement (“Majority Second Lien Backstoppers”); and (ii) Noteholder Backstoppers holding 50.1% or more of the Noteholder Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under this Agreement (“Majority Noteholder Backstoppers”).

Milestones. The Debtors On and after the Agreement Effective Date, the Company Parties shall use commercially reasonable efforts to implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods belowas applicable, unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficientwhich may be by electronic mail between applicable counsel) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment Required Consenting Creditors; provided that the Outside Date may only be waived or extended with the consent of the Required Consenting Creditors in their sole discretion: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10May 13, 20212023, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10shall have entered into this Agreement, 2021 deadline to including the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)exhibits attached hereto; (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21May 14, 20212023, the Company Parties shall have commenced the Chapter 11 Cases in the Bankruptcy Court and shall have filed the Plan; (c) if the Bankruptcy Court hearing Debtors do not commence solicitation prior to consider entry of the Backstop Order shall commence not later than forty Petition Date, within five (405) days Business Days after the execution of Petition Date, the Backstop Commitment Agreements, provided that Company Debtors shall use commercially reasonable efforts to obtain file a hearing date for the motion seeking conditional approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingDisclosure Statement; (d) no later than three (3) Business Days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Disclosure Statement interim DIP Order (and the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysinterim Cash Collateral Order; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen thirty-five (1435) days after the commencement of Petition Date, the Disclosure Statement HearingBankruptcy Court shall have entered the Final DIP Order and the final Cash Collateral Order; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not no later than sixty (60) days from after the date Petition Date, the Bankruptcy Court enters shall have entered the Disclosure Statement Confirmation Order;; and (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not no later than thirty sixty-five (3065) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan Petition Date (the “Outside Date”), the Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.

Milestones. 4.01. The Debtors following Milestones shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, this Agreement unless extended, waived, extended or otherwise agreed to waived in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Company Parties and the Requisite Commitment CreditorsRequired Consenting Creditors and Ares: (a) the Debtors shall file the Disclosure Statement and Approved Plan on On or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel prior to the Petition Date (as defined herein), the Backstop Commitment Parties Agreement shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld);have been finalized. (b) On July 15, 2020 or such earlier date as agreed upon by the Debtors parties, the Company Parties shall execute commence the Backstop Commitment Agreements by not later than December 21, 2021;Chapter 11 Cases. (c) No later than 8 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing;Interim DIP Order. (d) No later than 5 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days;Interim 9019 Order. (e) obtain entry No later than 14 days after the Petition Date, the Company Parties shall have filed the Plan, Disclosure Statement and a motion seeking approval of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing;Statement. (f) No later than 40 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall have entered the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Final DIP Order;. (g) No later than 40 days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; andFinal 9019 Order. (h) No later than 40 days after the effective date Petition Date, the Company Parties shall have filed the Plan Supplement containing the (i) schedules of assumed or rejected contracts, (ii) the constituents documents of the Approved Plan Reorganized Debtors consistent with the terms of the Governance Term Sheet, (iii) the “Plan Effective Date”form of registration rights agreement, (iv) shall occur no required disclosures regarding directors and officers of the Reorganized CRC (consistent with the terms of the Governance Term Sheet) and (v) any documents (to the extent not already filed) in connection with the Definitive Documents listed in the foregoing sections 3.01(o)-3.01(q). (i) No later than one hundred twenty (120) 44 days after entry of the Petition Date, the Bankruptcy Court shall have entered an order approving the Backstop Commitment Agreement. (j) No later than 44 days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Solicitation Materials and the Disclosure Statement. (k) No later than 28 days after the Subscription Commencement Date (as defined in the Backstop Commitment Agreement), the Debtors shall have ended the subscription period for the Equity Rights Offering. (l) No later than 105 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order. (m) No later than 135 days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The Debtors VNR shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the in each case, a “MilestonesMilestone”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) VNR shall commence the Debtors shall file the Disclosure Statement and Approved Plan Chapter 11 Case on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December February 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)2017; (b) no later than 20 days after the date of the commencement of the Chapter 11 Case (the “Petition Date”), the Debtors shall execute file with the Bankruptcy Court (i) the Plan, (ii) the Disclosure Statement, and (iii) a motion seeking entry of an order approving the Backstop Commitment Agreements by not later than December 21, 2021Agreement and the Equity Commitment Agreement; (c) no later than 50 days after the Petition Date, the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of enter orders approving the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for Agreement and the approval of the Backstop Equity Commitment Agreements in advance of the January 27, 2022 omnibus hearingAgreement; (d) no later than 65 days after the Petition Date, the Bankruptcy Court hearing to consider entry of shall enter the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysDS Order; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not no later than fourteen (14) 125 days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation HearingOrder; and (hf) no later than 155 days after the Petition Date, the Company shall have received all necessary regulatory and other required approvals and consents to consummate the Restructuring in accordance with the Agreement, the Plan and Confirmation Order and the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of the Confirmation OrderDebtors and the Required Consenting Senior Note Holders; provided that (i) the Milestone set forth in section (c) may not be extended with respect to the Equity Commitment Agreement without the consent of the Required Consenting Second Lien Holders, unless (x) such Milestone is extended to same extent with respect to the Backstop Commitment Agreement and (y) no order approving the Backstop Commitment Agreement has been entered and (ii) the Milestone set forth in section (e) may not be extended beyond 185 days without the consent of the Required Consenting Second Lien Note Holders.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the each deadline, a “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Milestone”):6 (a) no later than March 12, 2024 at 11:59 p.m. (prevailing Eastern Time), the Debtors shall file commence the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved Chapter 11 Cases by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions filing petitions for relief under chapter 11 of the Disclosure Statement and Approved Plan acceptable in form and substance to Bankruptcy Code with the Parties by no later than December 10Bankruptcy Court (such filing date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”); (b) no later than one calendar day after the Petition Date, the Debtors shall execute file with the Backstop Commitment Agreements by not later than December 21, 2021Bankruptcy Court a motion seeking entry of the DIP Orders; (c) no later than seven calendar days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingInterim DIP Order; (d) no later than 14 calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court hearing to consider a motion seeking entry of an order setting a date as the Disclosure Statement Order deadline for submitting any claim (as defined in section 101(5) of the Bankruptcy Code, a “Claim”) against the Debtors (other than administrative and government Claims) (such order, the “Disclosure Statement HearingBar Date Order”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days); (e) obtain no later than 35 calendar days after the Petition Date, the Debtors shall have obtained entry of the Disclosure Statement Order from by the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement HearingFinal DIP Order; (f) no later than 45 calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court hearing to consider entry a motion seeking rejection of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement OrderRejected Customer Contracts7; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not no later than thirty (30) 90 calendar days after the commencement Petition Date, the Debtors shall deliver to the Ad Hoc Group an initial draft of the Confirmation Hearing; andtheir revised long-term business plan; (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) 100 calendar days after entry the Petition Date, the Debtors shall have entered into definitive documentation in respect of all renegotiated Customer Contracts8; provided that the Milestone in this Section 4(h) may be extended if the Debtors, in their sole discretion, and in consultation with the Ad Hoc Group, determine that continuing good faith negotiations in respective of any Customer Contract is in the best interest of the Confirmation Order.Debtors and their Estates9; (i) no later than 115 calendar days after the Petition Date, the Debtors shall deliver to the Ad Hoc Group their revised long-term business plan;

Milestones. The Debtors As provided in Section 6, the MACH Gen Entities shall implement the Restructuring Transactions on the following timeline (each deadline, a “Milestone”): 2 The Parties understand and agree that the DIP Credit Agreement shall contain the same economic terms and be consistent with, and no more restrictive than, the Prepetition First Lien Credit Agreement and the Financing Orders, and include such other terms and conditions as are customary for a debtor-in-possession facility of the kind described in this Agreement, negotiated in accordance with the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Section 3. (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10seven (7) business days following the RSA Effective Date, 2021the MACH Gen Entities shall commence solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan (such mailing date, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Solicitation Commencement Date”); (b) the Debtors deadline by which parties eligible to vote on the Plan must vote to accept or reject the Plan (the “Voting Deadline”) shall execute the Backstop Commitment Agreements by not be no later than December 21, 2021twenty (20) business days after the Solicitation Commencement Date; (c) if at least (i) 66-2/3% in amount and a majority in number of holders of the Second Lien Claims that vote on the Plan (determined without including any vote by an “insider” as that term is defined in section 101(31) of the Bankruptcy Code) vote to accept the Plan by the Voting Deadline and (ii) 75% in amount and 50% in number of holders of Equity Interests vote to accept the Plan by the Voting Deadline, the MACH Gen Entities shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not on a date no later than forty fifteen (4015) calendar days after the execution of Voting Deadline (such filing date, the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing“Petition Date”); (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) Petition Date shall commence not have occurred no later than January 27, 2022; provided, that seventy-five (75) calendar days after the Debtors may extend such period by fourteen (14) daysRSA Effective Date; (e) obtain on the Petition Date, the MACH Gen Entities shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; (iii) a motion seeking entry of the Disclosure Statement Interim Financing Order from and the Bankruptcy Court reasonably acceptable in form Final Financing Order; and substance to the Parties by not later than fourteen (14iv) days after the commencement motions seeking (A) approval of the Disclosure Statement Hearing; Statement, (fB) confirmation of the Plan, and (C) the Bankruptcy Court scheduling of a hearing to consider entry confirmation of the Confirmation Order Plan (the “Confirmation Hearing”); (f) shall commence not no later than sixty four (604) business days after the Petition Date, the Bankruptcy Court shall have entered the Interim Financing Order in the form attached hereto as Exhibit D or in a form that is otherwise consented to by the Required First Lien Holders; (g) no later than thirty (30) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Final Financing Order in the form attached hereto as Exhibit E or in a form that is otherwise consented to by the Required First Lien Holders; (h) no later than ninety (90) calendar days after the Petition Date, the Bankruptcy Court shall have entered the order approving the Disclosure Statement and confirming the Plan in form and substance reasonably acceptable to the Company, the Required First Lien Holders, and the Majority Second Lien Holders (the “Confirmation Order”); and (i) on the later to occur of (i) fifteen (15) calendar days from the date the Bankruptcy Court enters the Disclosure Statement Order; Confirmation Order and (ii) the first business day immediately following the date on which the MACH Gen Entities receive all necessary regulatory and other approvals to consummate the Restructuring (including, among other things, approval from the Federal Energy Regulatory Commission and the New York State Public Service Commission), the MACH Gen Entities shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Consummation Date”), it being understood that the MACH Gen Entities’ entry (as reorganized entities under the Plan) into the New First Lien Credit Agreement and the satisfaction of the conditions precedent to the Effective Date (as defined in the New First Lien Credit Agreement) shall be conditions precedent to the occurrence of the Consummation Date. Notwithstanding anything to the contrary in this Agreement (including Section 30 hereof), a specific Milestone may not be extended or waived except with the express prior written consent of the Majority Second Lien Holders; provided, however, that (x) the Milestones described in Sub-clauses (d), (f) and (g) of this Section 4 may not be extended or waived except with the Bankruptcy Court shall enter express written prior consent of the Confirmation Order Required First Lien Holders and the Majority Second Lien Holders, and (y) the Milestone described in form and substance acceptable to the Parties Sub-clause (h) of this Section 4 may not be extended or waived by not later more than thirty (30) calendar days after without the commencement express prior written consent of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderRequired First Lien Holders.

Milestones. The Debtors Company shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the in each case, a “MilestonesMilestone”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26August 6, 20212014, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties EBS shall provide comments to the Debtors and the Debtors shall file amended versions commence a solicitation of the Disclosure Statement Lenders seeking the approval and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language acceptance of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)Plan; (b) on or before August 6, 2014, EBS shall receive the Debtors shall execute approval and acceptance of the Backstop Commitment Agreements Plan by not later than December 21, 2021Lenders collectively constituting the Required Lenders as of such date (the “Lender Class Acceptance”); (c) upon the Bankruptcy Court hearing to consider entry occurrence of the Backstop Order Lender Class Acceptance, EBS shall commence not later than forty (40) days after the execution of the Backstop Commitment AgreementsChapter 11 Case on or before August 6, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing2014; (d) no later than the date of the commencement of the Chapter 11 Case (the “Petition Date”), EBS shall file with the Bankruptcy Court the Plan, the Disclosure Statement, a motion seeking approval of the DIP Facility (as defined below), and a motion seeking a joint hearing to consider entry the adequacy of the Disclosure Statement Order Statement, approval of the Company’s prepetition solicitation of the Lenders, and confirmation of the Plan (the “Joint Disclosure Statement and Plan Confirmation Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days); (e) obtain entry of no later than 5 business days after the Disclosure Statement Order from Petition Date, the Bankruptcy Court reasonably acceptable in form and substance to shall enter a final order scheduling the Parties by not later than fourteen (14) days after the commencement of the Joint Disclosure Statement and Plan Confirmation Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not no later than sixty (60) 5 business days from after the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter the Confirmation Interim Financing Order in the form and substance annexed hereto or in such other form as is reasonably acceptable to the Parties by not Company and the Majority Consenting Lenders, authorizing the Company to enter into a post-petition credit facility (the “DIP Facility”) and use cash collateral, and scheduling a final hearing with respect to such matters; (g) no later than thirty (30) 37 days after the commencement Petition Date, the Bankruptcy Court shall enter the Final Financing Order in a form reasonably acceptable to the Company and the Majority Consenting Lenders; (h) no later than 37 days after the Petition Date, the Bankruptcy Court shall commence the Joint Disclosure Statement and Plan Confirmation Hearing; (i) no later than 45 days after the Petition Date, the Bankruptcy Court shall enter an order (1) approving the adequacy of the Disclosure Statement and the Company’s prepetition solicitation of the Lenders and (2) confirming the Plan (the “Confirmation HearingOrder”); and (hj) no later than 60 days after the Petition Date, the effective date of the Approved Plan (the “Plan Effective Consummation Date”) shall occur no later occur. Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of both the Company and the Majority Consenting Lenders; provided, however, that in the event that the Company or the Majority Consenting Lenders determine, in their exercise of their reasonable discretion and after consultation with the professionals for the other parties, that commencing a Chapter 11 Case for one or more Eagle Entities (other than one hundred twenty (120EBS) days after entry is necessary or advisable to facilitate the consummation of the Confirmation OrderRestructuring, then any of the foregoing Milestone dates that falls on or after the date of such decision shall automatically be deferred by 20 business days.

Milestones. 4.01 The Debtors following Milestones shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditorsthis Agreement: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment The Company Parties shall provide comments have disseminated the Solicitation Materials and thereby commenced solicitation of votes to accept or reject the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10September 30, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)2020; (b) the Debtors The Petition Date shall execute the Backstop Commitment Agreements occur by not later than December 21September 30, 20212020; (c) Not later than three (3) Business Days after the Bankruptcy Petition Date, the Debtors shall have obtained entry by the Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingInterim DIP Order; (d) Not later than thirty (30) calendar days after the Bankruptcy Petition Date, the Debtors shall have filed with the Court hearing to consider entry of (i) the Plan, and (ii) the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) daysStatement; (e) obtain entry of Not later than thirty (30) calendar days after the Disclosure Statement Order from Petition Date, the Debtors shall have filed with the Bankruptcy Court reasonably acceptable a motion to establish a bar date for filing proofs of claim; provided that the foregoing Milestone shall not apply in form and substance the event the Debtors commence the Chapter 11 Cases on a “prepackaged” basis by commencing solicitation of the Plan prior to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement HearingPetition Date; (f) Not later than thirty (30) calendar days after the Bankruptcy Petition Date, the Debtors shall have obtained entry by the Court hearing to consider entry of the Confirmation Order Final DIP Order; provided that the foregoing Milestone shall automatically be extended to forty-five (45) calendar days after the Petition Date in the event the Debtors commence the Chapter 11 Cases on a “Confirmation Hearing”) prepackaged” basis by commencing solicitation of the Plan prior to the Petition Date; provided further, that in no event shall commence not the foregoing Milestone be later than sixty immediately preceding the hearing on confirmation of the Plan; (60g) Not later than sixty-five (65) calendar days from after the date Petition Date, the Bankruptcy Debtors shall have obtained entry by the Court enters of the Disclosure Statement Order; (gh) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not Not later than thirty one hundred ten (30110) calendar days after the commencement Petition Date, the Debtors shall have obtained entry by the Court of the Confirmation HearingOrder; and (hi) Not later than December 20, 2020, the effective date of the Approved Plan (the “Plan Effective Date”) Date shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderhave occurred.

Milestones. The Debtors shall implement If for either Year 1 or Year 2, the Restructuring Transactions in accordance with Year 1 Net Revenue Payment or the following Year 2 Net Revenue Payment is less than the Maximum Year 1 Deferred Merger Consideration or the Maximum Year 2 Deferred Merger Consideration, as applicable, then the achievement of each of the milestones set forth below (the “Milestones”) shall earn a payment (each, a “Milestone Payment”), whichin each case as further set forth in this Section 2.2(c). The “Year 1 Milestone Payment” shall equal the aggregate amount of the Milestone Payments earned in Year 1 and the “Year 2 Milestone Payment” shall equal the aggregate amount of the Milestone Payments earned in Year 2; provided, that in no event shall (i) the Year 1 Milestone Payment exceed twenty-four percent (24%) of the Maximum Deferred Merger Consideration; (ii) the Year 2 Milestone Payment exceed thirty-three percent (33%) of the Maximum Deferred Merger Consideration; and (iii) the sum of the Year 1 Milestone Payment and the Year 2 Milestone Payment exceed an aggregate amount equal to thirty-five percent (35%) of the Maximum Deferred Merger Consideration. (i) If at the end of Year 1, (A) less than twenty-five percent (25%) of the Employees of the Company on the Closing Date have Voluntarily Resigned, and (B) both ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ are Still Employed, in which case there shall be a Milestone Payment of seven and a half percent (7.5%) times the Maximum Deferred Merger Consideration. (ii) If at the end of Year 2, (A) less than twenty-five percent (25%) of the Employees of the Business who were employed at the beginning of Year 2 have Voluntarily Resigned, and (B) both ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ are Still Employed, in which case there shall be a Milestone Payment of seven and a half percent (7.5%) times the Maximum Deferred Merger Consideration. (iii) If the Business, with respect to any product, has received a written agreement from a Tier 1 Carrier which is not set forth on Exhibit C, on business terms that include negotiated pricing, then there shall be a Milestone Payment for each such agreement, for the year in which such agreement was entered into, equal to five percent (5%) of the Maximum Deferred Merger Consideration; provided, that a written agreement used to satisfy Section 2.2(c)(iv) may not be used to satisfy this Section 2.2(c)(iii). (iv) If the Business, with respect to a new product which is not set forth on Exhibit C, has received a written agreement from a Tier 1 Carrier, on business terms that include negotiated pricing, then there shall be a Milestone Payment for each written agreement on business terms with a customer including negotiated pricing, for the year in which such written agreement on business terms with a customer including negotiated pricing was received, of five percent (5%) of the Maximum Deferred Merger Consideration; provided, that a written agreement used to satisfy Section 2.2(c)(iii) may not be used to satisfy this Section 2.2(c)(iv). (v) If the Business has made available in the English language (with localization support) a [***] (an “[***]”) branded for the Parent or Ultimate Parent, then there shall be a Milestone Payment, for the year in which the Company performed its obligations in order to make the [***], of eight percent (8%) of the Maximum Deferred Merger Consideration; provided, that Parent (A) will be required to provide its reasonable cooperation to the extent such date (including any extension thereof)Company in connection with, does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain assist in the deployment of, the [***] and (B) in the event that, no later than March 31, 2015, Parent has provided to the Business application platform interfaces for any of Zen cloud integration, common account structure, in-app billing integration and cross promotion capabilities (each, an “Included API”), the Business must integrate such Included API in the [***] in order to satisfy this Section 2.2(v); provided, further, that if no Included APIs have been provided by March 31, 2015, no application platform interfaces need to be included in the [***] in order to satisfy this Section 2.2(v). (vi) If the Business has made available in the English language (with localization support) a hearing date Market Ready [***] (an “[***]”) branded for the approval Parent or Ultimate Parent, then there shall be a Milestone Payment, for the year in which the Company performed its obligations in order to make the [***] first generally available to the public, of five percent (5%) of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022Maximum Deferred Merger Consideration; provided, that the Debtors may extend such period by fourteen (14A) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance Parent will be required to provide its reasonable cooperation to the Parties by not later than fourteen Company in connection with, and use commercially reasonable efforts to assist in the deployment of, [***] and (14B) days after in the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur event that, no later than one hundred twenty (120) days after entry March 31, 2015, Parent has provided to the Business application platform interfaces for any of the Confirmation OrderIncluded APIs, the Business must integrate such Included API in order to satisfy this Section 2.2(vi); provided, further, that if no Included APIs have been provided by March 31, 2015, no application platform interfaces need to be included in the [***] in order to satisfy this Section 2.2(vi). (vii) If the Business distributes (A) any product of the Ultimate Parent or its Affiliates to a Tier 1 Carrier in which a Tier 1 Carrier charges a premium of at least $[***] or (B) any standalone product of the Ultimate Parent or its Affiliates related to the Business’ products known as PrivacyFix, Anti-Virus, Zen or Safe Browser (including any subsequent versions of such products), then there shall be a Milestone Payment for each such product, for each such product the year in which such initial distribution occurred, of five percent (5%) of the Maximum Deferred Merger Consideration. (viii) If the Business distributes any feature of the Ultimate Parent or its Affiliates to a Tier 1 Carrier, then for each such feature there shall be a Milestone Payment, for each such product the year in which such initial distribution occurred, of one percent (1%) of the Maximum Deferred Merger Consideration.

Milestones. The Debtors Borrower shall implement the Restructuring Transactions in accordance strictly comply with the following milestones (the “Milestones”), which, to ; provided that the extent such date (including any extension thereof), does not consist of a date certain, shall dates for compliance may be calculated under Rule 9006 extended by the written approval of the Federal Rules Administrative Agent, or, if extended by more than three (3) Business Days, the written approval of Bankruptcy Procedurethe Majority Lenders (in each case, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) such written approval may be by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:electronic mail): (a) Borrower shall have established December 14, 2020 as the Debtors deadline for M▇▇▇▇▇ Buckfire & Co., LLC (the “I-Banker”) to receive cash bids to acquire all or substantially all of the Borrower’s assets (“Bids”) pursuant to Bankruptcy Code Section 363 sale (“Sale”). (b) On or prior to December 15, 2020, the Borrower shall file have delivered to the Disclosure Statement Administrative Agent a summary report, in a reasonable level of detail, of all Bids received. (c) On or prior to December 18, 2020, the Borrower shall deliver to the Administrative Agent a comprehensive restructuring and Approved capitalization term sheet for the Parent and its Subsidiaries as an alternative to a Sale (the “Restructuring Plan”). (d) If the terms of the Restructuring Plan are acceptable to the Administrative Agent and Required Lenders: (1) The Borrower shall, on or prior to the expiration of eight (8) Business Days subsequent to the date on which the Administrative Agent has delivered notice to the Borrower as to whether (or not) the terms of the Restructuring Plan are acceptable to the Administrative Agent and the Required Lenders, which Administrative Agent shall use reasonable efforts to provide on or before November 26December 23, 20212020 (December 23rd, it being acknowledged and agreed that or such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and thatlater date on which such notice is provided, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party“Notice Date”), counsel deliver to the Commitment Parties shall provide comments to the Debtors Administrative Agent and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement Required Lenders a draft Restructuring Support Agreement (which consent shall not be unreasonably withheld“Restructure RSA”); (b2) On or prior to the Debtors expiration of fifteen (15) Business Days subsequent to the Notice Date, the Borrower shall enter into the Restructure RSA with the Loan Parties, the Administrative Agent, the Required Lenders, the Term Agent, requisite (not to be less than half in number and two-thirds in amount) Term Lenders, and any other parties required to execute the Backstop Commitment Agreements by not later than December 21, 2021Restructure RSA on terms satisfactory to each of such parties in their sole discretion; (c3) On or prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date, finalize the terms for the use of cash collateral and DIP financing required to pursue the Restructuring Plan in a Chapter 11 bankruptcy proceeding, with such terms to be acceptable to the Administrative Agent and the Required Lenders in their sole discretion; and (4) On or prior to the expiration of twenty-five (25) Business Days subsequent to the Notice Date, file a voluntary petition for relief pursuant to Chapter 11 of the Bankruptcy Code in U.S. Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval Southern District of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; Texas (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the a “Disclosure Statement HearingChapter 11 Petition”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days;). (e) obtain entry If the terms of the Disclosure Statement Order from the Bankruptcy Court reasonably Restructuring Plan are not acceptable in form and substance to the Parties by not later than fourteen Administrative Agent and Required Lenders: (141) days after The Borrower shall, on or prior to the commencement expiration of eight (8) Business Days subsequent to the Disclosure Statement HearingNotice Date, delivery to the Administrative Agent and the Required Lenders a draft Restructuring Support Agreement (“Sale RSA”); (f2) The Borrower shall, on or prior to the Bankruptcy Court hearing expiration of eight (8) Business Days subsequent to consider entry the Notice Date, deliver to the Administrative Agent drafts of the Confirmation Order proposed Bankruptcy Code Section 363 sale and bid procedures motion, bid procedures, and bid procedures order (the “Confirmation Hearing363 Pleadings”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order); (g3) On or prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date, finalize the terms of: (A) the Bankruptcy Court shall enter 363 Pleadings; and (B) the Confirmation Order use of cash collateral and/or debtor-in-possession financing required to pursue the Sale in form and substance a Chapter 11 bankruptcy proceeding, with such terms to be acceptable to the Parties Administrative Agent and the Required Lenders; (4) On or prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date (or such later date as approved by not later than thirty (30) days after the commencement Administrative Agent in its sole discretion to accommodate the credit approval process of the Confirmation HearingLenders), the Borrower shall enter into the Sale RSA along with the Loan Parties, the Administrative Agent, the Required Lenders, on terms satisfactory to each of such parties in their sole discretion, and any other parties required to execute the Sale RSA; and (h5) On or prior to the effective date expiration of twenty-five (25) Business Days subsequent to the Approved Plan (Notice Date, file a Chapter 11 Petition in U.S. Bankruptcy Court for the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry Southern District of the Confirmation OrderTexas.

Milestones. The Debtors shall implement Consenting Senior Noteholders’ support for the Restructuring Transactions in accordance with shall be subject to the timely satisfaction of the following milestones (the “Milestones”), which, to which may be extended with the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 prior written consent of the Federal Rules of Bankruptcy ProcedureRequired Consenting Senior Noteholders, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) : 1. No later than June 15, 2020, the Debtors Company shall execute commence the Chapter 11 Cases; 2. No later than 3 Business Days after the Petition Date, the Interim DIP Order shall be entered by the Bankruptcy Court; 3. No later than 5 days after the Petition Date, the Company’s investment bankers shall have contacted the parties in the Combination Transaction Contact List and initiated the reciprocal due diligence process; 4. No later than 10 days after the Petition Date, the Company shall file the Proposal Submission Guidelines Motion; 5. No later than 21 days after the Petition Date, the Company shall file the Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Backstop Commitment Agreements by not Motion; 6. No later than December 2130 days after the Petition Date, 2021; (c) the Proposal Submission Guidelines Order, and the Final DIP Order shall be entered by the Bankruptcy Court hearing to consider entry Court; 7. No later than 45 days after the Petition Date, the deadline for submission of preliminary indications of interest for the Combination Transaction shall occur; 8. No later than 45 days after filing the Disclosure Statement Motion, the Disclosure Statement Order and the Backstop Order shall commence not be entered by the Bankruptcy Court; 9. No later than forty (40) 75 days after the execution Petition Date, the deadline for submission of the Backstop Commitment Agreementsfirm proposals, provided that Company which shall use commercially reasonable efforts include outside counsel vetted comments to obtain definitive transaction documents for a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27Combination Transaction, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider shall occur; 10. No later than 5 days after entry of the Disclosure Statement Order (Order, the “Disclosure Statement Hearing”) Company shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of Equity Rights Offering and Plan solicitation in accordance with the Disclosure Statement Order from and the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearingsolicitation procedures; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order.

Milestones. The Debtors following Milestones shall implement apply to this Agreement unless extended or waived in writing by the Restructuring Transactions Company Parties and the Required Consenting Noteholders; provided, however, that in accordance the event that the Bankruptcy Court is unable to hear the Chapter 11 Cases or is otherwise inaccessible to the Company Parties for reasons related to COVID‑19, the Company Parties and the Required Consenting Noteholders agree to negotiate in good faith with respect to a reasonable extension of any of the following milestones (the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditorsas appropriate: (a) no later than one (1) Business Day after the Petition Date, the Debtors shall file with the Disclosure Statement Bankruptcy Court the DIP Motion (including the proposed Interim DIP Order) and Approved Plan on or before November 26the PNW Sale Assumption Motion; (b) no later than three (3) Business Days after the RSA Effective Date, 2021the Debtors shall have used commercially reasonable efforts to deliver to the Consenting Noteholders the Debtors’ “base case” business plan; (c) no later than ten (10) Business Days after the RSA Effective Date, it being acknowledged the Debtors shall have used commercially reasonable efforts to deliver to the Consenting Noteholders (i) the Debtors’ “reinvestment” sensitivity case and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, (ii) an alternative “reinvestment” sensitivity case for the Reorganized Debtors as set forth in the event Restructuring Term Sheet; (d) no later than five (5) Business Days after the RSA Effective Date, the Finance Committee shall have commenced a selection process for the Reorganized Debtors with respect to certain key management positions; (e) no later than 8:00 a.m., prevailing Eastern Time April 15, 2020, the Debtors shall commence the Chapter 11 Cases and file the First Day Pleadings; (f) no later than five (5) Business Days after the Petition Date, the Company Parties shall file all applications or notifications related to entry into Chapter 11 proceedings as may be required under the rules of the FCC or any PUC, unless such applications and notifications are required to be filed Approved on an earlier date under applicable law; (g) no later than fifteen (15) calendar days after the Petition Date, the Company Parties shall have used commercially reasonable efforts to commence evaluation of potential sales of assets (including identifying applicable specified markets to be considered for sale); (h) no later than thirty (30) calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court the Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions motion for approval of the Disclosure Statement and Approved Plan acceptable in form and substance to associated solicitation procedures with the Parties by Bankruptcy Court; (i) no later than December 10three (3) calendar days after the Petition Date, 2021, provided that the Commitment Parties provide their principal comments Bankruptcy Court shall have entered the Interim DIP Order; (j) no later than December 3forty-five (45) calendar days after the Petition Date, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to Bankruptcy Court shall have entered the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld)Final DIP Order; (bk) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21ninety (90) calendar days after the Petition Date, 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters have entered the Disclosure Statement Order; (gl) the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not no later than thirty three (303) days Business Days after the commencement entry of the Confirmation Hearing; andDisclosure Statement Order, the Solicitation Commencement Date shall have occurred; (hm) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; (n) no later than May 28, 2020, the “Closing Date” (as such term is defined in the PNW Purchase Agreement) shall have occurred; (o) no later than January 31, 2021, the Debtors shall have used commercially reasonable efforts to provide the following to the Consenting Noteholders: (i) new budgetary plan, as set forth in the Restructuring Term Sheet; and (ii) capital spending into fiber expansion and FTTx upgrades within the network; (p) no later than five (5) Business Days after the entry of the Confirmation OrderOrder by the Bankruptcy Court, the Company Parties shall have filed any and all applications and notifications that are necessary or required in connection with obtaining the applicable approvals of the FCC and, as applicable, any PUCs with respect to the Restructuring Transactions; and (q) no later than the Outside Date, all conditions to the occurrence of the Plan Effective Date shall have been either satisfied or waived in accordance with this Agreement and the Plan Effective Date shall have occurred.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, ) shall apply to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditorsthis Agreement: (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 1045 days after the Petition Date, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that Bankruptcy Court shall have entered the Parties may consent to extend such December 10, 2021 deadline to Final DIP Order (as defined in the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheldPlan); (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 2160 days after the Petition Date, 2021the Bankruptcy Court shall have entered the RSA Approval Order; (c) no later than 90 days after the Petition Date, the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters have entered the Disclosure Statement Order; (gd) no later than 150 days after the Petition Date, the Bankruptcy Court shall enter have entered the Confirmation Order in form and substance acceptable to (the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Order, the “Confirmation Date”); and (e) no later than 21 days following the Confirmation Date, the Effective Date (as defined in the Plan) shall have occurred. The Debtors may extend or obtain a waiver of a Milestone with the express prior written consent of the Requisite Majority Consenting Secured Noteholders. For the avoidance of doubt, the Requisite Majority Consenting Unsecured Noteholders agree that their consent shall not be required to extend or waive any Milestone and that the extension or waiver of any Milestone shall not constitute grounds for a Consenting Unsecured Noteholder Termination Event (as defined below). For the further avoidance of doubt and without limitation of the rights otherwise granted to Consenting Unsecured Noteholders under Sections 7 and 8 hereof, the foregoing shall not affect the rights of Requisite Majority Consenting Unsecured Noteholders to declare that a Consenting Unsecured Termination Event has occurred under Section 8(h) hereof due to the failure of the Confirmation Order to be entered within 180 days after the Petition Date or the Effective Date to occur within 21 days following the Confirmation Date (regardless of whether the Requisite Majority Consenting Secured Noteholders have consented to a waiver or extension of the milestones in paragraph (d) or (e) of this Section 4.)

Milestones. The Debtors HCR Entities shall implement the Restructuring Transactions in accordance with the following milestones (the “Milestones”), which, to ; provided that the extent such date (including any extension thereof), does not consist of HCR Entities may extend a date certain, shall be calculated under Rule 9006 Milestone only with the express prior written consent of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment CreditorsRequired Consenting Noteholders: (a) The HCR Entities shall commence the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved Chapter 11 Cases by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions filing voluntary petitions under chapter 11 of the Disclosure Statement and Approved Plan acceptable in form and substance to Bankruptcy Code with the Parties by Bankruptcy Court no later than December 10July 12, 2021, provided that 2020 (the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”);. (b) the Debtors shall execute the Backstop Commitment Agreements by not No later than December 21the date that is five (5) days following the Petition Date, 2021;the Bankruptcy Court shall enter the Interim DIP Order approving the DIP Facilities on an interim basis, subject to compliance with Section 3 hereof. (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not No later than forty (40) days after the execution of the Backstop Commitment Agreements, provided date that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (d) the Bankruptcy Court hearing to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than is fourteen (14) days after following the commencement Petition Date, the HCR Entities shall file the Plan, the Disclosure Statement, the related Solicitation Materials and the motion seeking entry of the Disclosure Statement Hearing;Solicitation Order, which documents shall be subject to compliance with Section 3 hereof. (d) No later than the date that is twenty-five (25) days following the Petition Date, the Bankruptcy Court shall enter the Final DIP Order approving the DIP Facilities on a final basis, each subject to compliance with Section 3 hereof. (e) No later than the date that is forty-five (45) days following the Petition Date, the Bankruptcy Court shall enter (i) the Backstop Order approving the Backstop Purchase Agreement and other Backstop Documents, and (ii) the Solicitation Order approving the Solicitation Materials and Rights Offering Procedures, each subject to compliance with Section 3 hereof. (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not No later than sixty the date that is seventy-five (6075) days from following the date the Bankruptcy Court enters the Disclosure Statement Order; (g) Petition Date, the Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable Order, which order shall be subject to the Parties by not compliance with Section 3 hereof. (g) No later than thirty the date that is ninety (3090) days after following the commencement of the Confirmation Hearing; and (h) Petition Date, the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderoccur.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions in accordance with on the following milestones timeline (the each deadline, a “MilestonesMilestone”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) no later than April 14, 2016 at 10:00 a.m. (Eastern Time), the Debtors shall file commence the Disclosure Statement and Approved Plan on or before November 26Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld“Petition Date”); (b) the Debtors shall execute the Backstop Commitment Agreements by not no later than December 21April 14, 20212016, EXXI will file a winding up petition with the Bermuda Court commencing the Bermuda Proceeding; (c) on the Petition Date, the Debtors shall file with the Bankruptcy Court hearing to consider (i) a motion seeking entry of the Backstop Interim Cash Collateral Order shall commence not later than forty and the Final Cash Collateral Order; and (40ii) days after a motion seeking to assume this Agreement (the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing“RSA Assumption Motion”); (d) no later than April 18, 2016, the Bankruptcy Court hearing to consider entry of shall have entered the Interim Cash Collateral Order; (e) no later than May 16, 2016, the Debtors shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement Order Statement; and (iii) a motion (the “Disclosure Statement Hearingand Solicitation Motion”) shall commence not later than January 27seeking, 2022; providedamong other things, that the Debtors may extend such period by fourteen (14A) days; (e) obtain entry approval of the Disclosure Statement Order from Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Bankruptcy Court reasonably acceptable in form Plan and substance for filing objections to the Parties by not later than fourteen Plan, and (14C) days after to schedule the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry confirmation of the Confirmation Order Plan (the “Confirmation Hearing”); (f) shall commence not no later than sixty (60) days from the date May 25, 2016, the Bankruptcy Court enters shall have entered the Disclosure Statement Final Cash Collateral Order; (g) no later than July 1, 2016, the Bankruptcy Court shall enter have entered an order authorizing the Confirmation Order in form and substance acceptable to assumption of this Agreement (the Parties by not later than thirty (30) days after the commencement of the Confirmation Hearing; and“RSA Assumption Order”); (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty July 1, 2016, (120i) the Bankruptcy Court shall have entered an order approving the Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion; and (ii) no later than five (5) business days after entry of the order approving the Disclosure Statement and Solicitation Motion, the Debtors shall have commenced solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan; (i) no later than August 8, 2016, the Bankruptcy Court shall have commenced the Confirmation Hearing; (j) no later than August 19, 2016, the Bankruptcy Court shall have entered the Confirmation Order; and (k) no later than September 2, 2016, the Debtors shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Effective Date”), it being understood that the satisfaction of the conditions precedent to the Effective Date (as set forth in the Plan and the Term Sheet) shall be conditions precedent to the occurrence of the Effective Date. It is understood and the Parties agree that any parallel proceeding for EXXI and any of its Bermudian affiliates in Bermuda shall not be subject to the Milestones set forth in this Section 4 (other than the Milestone set forth in Sub-Clause (b) of Section 4) and the Parties shall use reasonable best efforts to consummate any restructuring in Bermuda as promptly as possible in accordance with the Term Sheet. For the avoidance of doubt, the Debtors may not rely on any delay in consummating any restructuring in Bermuda for EXXI and any of its Bermudian affiliates to excuse their performance of any Milestone or to invoke a Debtor Termination Event. Subject to the individual termination rights set forth in Sub-Clause (a) and (b) of Section 9, the Debtors may extend a Milestone with the express prior written consent of the Majority Restructuring Support Parties.

Milestones. The Debtors shall implement the Restructuring Transactions in accordance with the following milestones shall apply to this Agreement (collectively, the “Milestones”), which, to the extent such date (including any extension thereof), does not consist of a date certain, shall which in each case may be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, waived or otherwise agreed to extended in writing by the Consenting Stakeholders (email from electronic mail among counsel being is sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:): (a) the Debtors shall file the Disclosure Statement and Approved Plan on or before November 26no later than December 12, 20212023, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors DIP Secured Parties shall file agree on an amended versions of the Disclosure Statement Approved Budget and Approved Plan acceptable in form and substance corresponding amendments to the Parties DIP Loan Documents; (b) by no later than December 1013, 20212023 the Bankruptcy Court shall have entered the Disclosure Statement Order, provided which Disclosure Statement Order shall provide that the Commitment Parties provide their principal comments date upon which votes to accept or reject the Plan must be submitted shall be no later than December 3January 22, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 20212024; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not by no later than forty (40) days after December 8, 2023, the execution of Debtors shall have commenced the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date sale and marketing process for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearingOther Amyris Assets; (d) no later than December 20, 2023, the Bankruptcy Court hearing to consider entry of shall have entered the Disclosure Statement Order order approving the Other Assets Bidding Procedures (the “Disclosure Statement HearingOther Assets Bidding Procedures Order”) shall commence not later than January 27, 2022); provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of the Disclosure Statement Other Assets Bidding Procedures Order from the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court shall enter the Confirmation Order be in form and substance acceptable to the Parties by DIP Agent, the Creditors’ Committee, and the Ad Hoc Group and shall include, without limitation, (x) the date upon which preliminary bids and qualified bids for the Other Amyris Assets shall be submitted, which shall not be later than thirty January 16, 2024, and the date the sale hearing for the Other Amyris Assets shall occur, which shall not be later than January 24, 2024, the terms and conditions of acceptance of a qualified bid, and (30z) days after the commencement distribution of 100% of the Net Proceeds from the Other Amyris Asset Sale Transaction, which shall, for the avoidance of doubt, be subject in all respects to the Liens and claims of the DIP Lender and the Foris Prepetition Secured Lenders and shall be paid (I) on the Plan Effective Date of the Plan, to fund payment of the Plan Effective Date Funding Amount, (II) to the DIP Lender and/or the Foris Prepetition Secured Lenders in order of priority and applied to the Loans and the Foris Prepetition Obligations as determined by the DIP Lenders and the Foris Prepetition Secured Lenders in their sole discretion, and (III) any remaining balance, if any, shall be retained by the Debtors for distribution to other holders of allowed claims and interests, as applicable; provided, that as set forth in the DIP Orders, the DIP Agent and the Foris Prepetition Secured Lenders shall have the right to credit bid (or assume) up to the full amount of the DIP Secured Obligations and Foris Prepetition Obligations, respectively, in connection with such sale; (e) in the event of a Sale Option under the Plan, an order approving the sale of the Other Amyris Assets in accordance with Other Amyris Assets Bidding Procedures, shall have been entered no later than January 25, 2024; (f) by no later than January 25, 2024, the Bankruptcy Court shall have entered the Confirmation HearingOrder; and (hg) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur by no later than one hundred twenty (120) days after entry February 15, 2024, the Effective Date of the Confirmation OrderPlan shall have occurred.

Milestones. The Debtors Borrower shall implement the Restructuring Transactions in accordance with achieve each of the following milestones (as the same may be extended from time to time with the consent of the Agent, the “Milestones”), which, each in a manner and in form and substance satisfactory to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) Agent and the Requisite Commitment CreditorsPlan Sponsor: (i) Commence the chapter 11 cases no later than August 14, 2023 (ii) File with the Bankruptcy Court no later than August 14, 2023: (a) the Debtors shall file the Disclosure Statement schedules and Approved Plan on or before November 26, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Parties shall provide comments to the Debtors and the Debtors shall file amended versions statement of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld); financial affairs; (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 21, 2021; an application to retain a claims agent; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall commence not later than forty a motion for orders approving this Agreement on an interim (40an “Interim Financing Order”) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain and final (a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; “Final Financing Order”) basis; (d) the Bankruptcy Court hearing a motion to consider entry of the Disclosure Statement Order (the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022continue cash management; provided, that the Debtors may extend such period by fourteen (14) days; (e) obtain entry of such other first day papers as may be approved or requested by the Disclosure Statement Order from Borrower or the Bankruptcy Court reasonably acceptable in form and substance to the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing; Agent; (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; Plan; (g) the disclosure statement relating to the Plan; (h) a motion seeking entry of an order (the “Prepack Scheduling Order”) scheduling and approval for a combined hearing on the Plan and disclosure statement, setting an objection deadline with respect thereto, establishing related confirmation procedures and approving the disclosure statement on an interim basis; (i) a motion seeking the Bankruptcy Court’s approval of assumption of the Restructuring Agreement; (j) the NOL Motion; and (k) a motion for approval of bar dates. (iii) The Bankruptcy Court shall enter the Confirmation Order in form and substance acceptable to the Parties by not no later than thirty August 15, 2023: the Interim Financing Order, the Prepack Scheduling Order and the interim order approving the NOL Motion. (30iv) days after File with the commencement Bankruptcy Court a motion to retain professionals and an interim compensation motion no later than August 24, 2023. (v) The Bankruptcy Court shall enter an order approving the bar date motion no later than August 29, 2023. (vi) The Bankruptcy Court shall enter no later than September 14, 2023: the Final Financing Order, an order authorizing the Debtors to assume the Restructuring Agreement and the final order approving the NOL Motion. (vii) The Bankruptcy Court shall enter an order establishing the general bar date for filing proofs of claim of no later than October 2, 2023. (viii) The Bankruptcy Court shall enter an order approving the disclosure statement and the Plan no later than October 6, 2023. (ix) The Effective Date of the Confirmation Hearing; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation OrderOctober 13, 2023.

Milestones. The Debtors On and after the Agreement Effective Date, the Company Parties shall implement the Restructuring Transactions in accordance with the following milestones (as any such milestone may be extended in writing by the “Milestones”Required Consenting Parties (which extension may be via electronic mail of counsel to the Consenting Parties)), which, unless waived in writing by the Required Consenting Parties (which waiver may be via electronic mail of counsel to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or otherwise agreed to in writing (email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Requisite Backstop Shareholders”) and the Requisite Commitment Creditors:Consenting Parties): (a) not later than 11:59 p.m., prevailing Eastern Time, on the Debtors shall file date that is five Business Days following the Disclosure Statement and Approved Plan on or before November 26Agreement Effective Date, 2021, it being acknowledged and agreed that such Disclosure Statement and Approved Plan has not been approved by any Commitment Party and that, in the event such filed Approved Plan and Disclosure Statement is not reasonably acceptable to any Commitment Party, counsel to the Commitment Company Parties shall provide comments have filed with the Bankruptcy Court motions to approve (i) the Debtors Convertible B Commitment Letter and (ii) the Debtors shall file amended versions of the Disclosure Statement and Approved Plan acceptable in form and substance to the Parties by no later than December 10, 2021, provided that the Commitment Parties provide their principal comments no later than December 3, 2021 and provided further that the Parties may consent to extend such December 10, 2021 deadline to the extent the Parties are continuing in good faith to negotiate the language of the Approved Plan and/or the Disclosure Statement (which consent shall not be unreasonably withheld);DIP Facility. (b) the Debtors shall execute the Backstop Commitment Agreements by not later than December 2111:59 p.m., 2021prevailing Eastern Time, on the date that is 30 calendar days following the date the Company Parties file motions with the Bankruptcy Court to approve the (i) the Convertible B Commitment Letter and (ii) the DIP Facility, the Bankruptcy Court shall have entered each of (i) the DIP Order and (ii) an order approving the Convertible B Commitment Letter, and the Company Parties shall have paid all accrued and unpaid Transaction Expenses as of the Agreement Effective Date for which an invoice has been received by the Company Parties on or before 12:00 p.m., prevailing Eastern Time, on the date that is one Business Day prior to the Agreement Effective Date; (c) not later than the Bankruptcy Court hearing earlier to consider occur of (x) the Closing Date (as defined in the DIP Term Sheet) of the DIP Facility and (y) three business days after entry of the Backstop Order DIP Order, the First Lien Paydown (as defined in the DIP Term Sheet) shall commence not later than forty (40) days after the execution of the Backstop Commitment Agreements, provided that Company shall use commercially reasonable efforts to obtain a hearing date for the approval of the Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearinghave been made; (d) not later than 11:59 p.m., prevailing Eastern Time, on March 22, 2024, the Company Parties shall have filed with the Bankruptcy Court hearing to consider entry each of (i) the Plan, (ii) the Disclosure Statement Order Statement, and (iii) the “Disclosure Statement Hearing”) shall commence not later than January 27, 2022; provided, that motion to approve the Debtors may extend such period by fourteen (14) daysSolicitation Materials; (e) obtain entry of the Disclosure Statement Order from not later than 11:59 p.m., prevailing Eastern Time, on June 30, 2024, the Bankruptcy Court reasonably acceptable in form and substance to shall have entered the Parties by not later than fourteen (14) days after the commencement of the Disclosure Statement Hearing;Confirmation Order; and (f) the Bankruptcy Court hearing to consider entry of the Confirmation Order (the “Confirmation Hearing”) shall commence not later than sixty (60) days from 11:59 p.m. prevailing Eastern Time on August 31, 2024, the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Bankruptcy Court Plan Effective Date shall enter the Confirmation Order in form and substance acceptable have occurred; provided that, notwithstanding anything to the Parties contrary set forth herein, such date shall automatically be extended by not later than thirty (30) 60 calendar days after to the commencement of extent necessary to obtain any authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Confirmation HearingPlan; and (h) the effective date of the Approved Plan (the “Plan Effective Date”) shall occur no later than one hundred twenty (120) days after entry of the Confirmation Orderprovided further, that requests or applications for any such authorizations, consents, regulatory approvals, rulings, or documents are pending on August 31, 2024.