Common use of Milestones Clause in Contracts

Milestones. The Restructuring Transactions shall be implemented in accordance with the 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The Debtor shall complete the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional milestones set forth below (deadlines specified below, which deadlines in all cases may be extended with the prior by written consent, including by email from counsel, agreement of the Required Consenting Senior Noteholders) Requisite 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); provided, 2025that, all conditions to in the consummation event that any of the Bridge Facility shall have been satisfied or waived Company’s subsidiaries file for chapter 11 protection in accordance with this Agreement, the terms Requisite Noteholders and the 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 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 Bridge Facility Credit Documents Disclosure Statement and approval of the Debtor’s solicitation procedures; (as defined below), iv) the Bridge Facility Debtor shall seek to have been consummated the RSA and Backstop Motions heard at the hearing scheduled to consider the “first day” motions on a final basis (the “Bridge Facility Closing DateSecond Day Hearing”), and ; (v) by the proceeds day that is the earlier 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 (x) two (2) Business Days business days following the Second Day Hearing, and (y) thirty-five (35) days after the APA Execution Petition Date, AYR but in no event later than June 26, 2017, the Bankruptcy Court shall have commenced entered an order approving the CCAA Proceeding RSA Motion (the “CCAA Proceeding Commencement DateRSA Order”); c. Following ; (vi) by forty-five (45) days after the Sale Transaction Effective Petition Date, but in no event later than July 7, 2017, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable Bankruptcy Court shall have entered an order approving the Backstop Motion (the “U.S. Liquidation Proceedings Commencement DateBackstop Order”); d. Entry of ) and an order approving a distribution the adequacy of the Disclosure Statement and the Debtor’s solicitation procedures; provided, that the Company shall use commercially reasonable efforts to seek entry of the forgoing orders as soon as reasonably practicable before July 7, 2017; (after giving effect to vii) within twenty (20) business days following the Priority Waterfall) entry of all proceeds available for distribution the Backstop Order, but in no event later than August 4, 2017, the Company shall complete the solicitation in connection with the Rights Offering (other than funding in connection with the Backstop Commitments (as defined in the CCAA Proceeding Backstop Agreement)); (viii) by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Petition Date, but in no event later than August 21, 2017, the Bankruptcy Court shall have entered an order confirming the Acceptable Plan; e. The provided, that the Company Parties shall use commercially reasonable efforts to consummate and complete each seek entry of the Liquidation Transactions within ninety-five foregoing order as soon as reasonably practicable before August 21, 2017; and (95ix) by fourteen (14) days after each U.S. Liquidation Proceedings Commencement Date. For entry of an order confirming the avoidance of doubtAcceptable Plan, but in no event later than September 4, 2017, the U.S. Liquidation Proceedings Commencement Date Debtor shall not occur until after consummate the transactions contemplated by the Acceptable Plan (1) the Sale Transaction date of such consummation, the “Effective Date”), it being understood that the satisfaction of the conditions precedent to the Effective Date has occurred, (2as set forth in the Acceptable Plan) shall be conditions precedent to 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 occurrence of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersEffective Date.

Milestones. The Restructuring Transactions Each Credit Party shall be implemented in accordance with ensure the Sale Proceeding Milestones and the additional milestones set forth below (which may be extended with the prior written consent, including by email from counsel, satisfaction of the Required Consenting Senior Noteholders) following milestones (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones” and each a “Milestone”): a. No ), unless waived or extended with the consent of the Required Lenders (which written consent may be provided via email, including by counsel to the Lenders): (a) no later than August 18one (1) calendar day after the Petition Date, 2025the Debtors shall file a motion, all conditions in form and substance reasonably acceptable to the consummation Required Lenders, seeking approval on an interim and final basis of the Bridge DIP Facility shall have been satisfied or waived in accordance with and the terms of the Bridge Facility Credit Documents Adequate Protection (as defined belowin 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 Bridge Facility Debtors shall have been consummated file a motion, in form and substance acceptable to the Required Lenders, seeking 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 “Bridge Facility Closing DateBidding Procedures Motion”); (c) no later than five (5) calendar days after the Petition Date, the Bankruptcy Court 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 approve the proceeds 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 Bridge Facility Bidding Procedures Motion, the Bankruptcy Court shall be made available enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Company Parties in accordance with the terms of the Bridge Facility Credit Agreement; b. Within two (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding Required Lenders (the “CCAA Proceeding Commencement DateBidding Procedures Order”); c. Following ; (f) no later than thirty (30) calendar days after the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation ProceedingBankruptcy Court shall enter the Final Order; (g) no later than thirty (30) calendar days following the Petition Date, as applicable 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 following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order; (i) 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 shall enter one or more orders approving the sale of some, all, or substantially all of the Debtors’ assets, in each case in form and substance reasonably acceptable to the Required Lenders (the “U.S. Liquidation Proceedings Commencement DateSale Order”); d. Entry of an order approving a distribution ; (after giving effect to k) no later than fifty (50) calendar days following the Priority WaterfallPetition Date, the Bankruptcy Court shall enter the Disclosure Statement Order; (l) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within no later than ninety (90) calendar days after following the CCAA Proceeding Commencement Petition Date, the Bankruptcy Court shall enter the Confirmation Order; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within and (m) no later than ninety-five (95) calendar days after each U.S. Liquidation Proceedings Commencement following the Petition Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Plan Effective Date shall not occur until after (1) the Sale Transaction Effective Date has have 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The Restructuring Transactions following Milestones shall be implemented in accordance with the Sale Proceeding Milestones and the additional milestones set forth below (which may be apply to this Agreement unless 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 writing by the Company Parties and the Required First Lien Lenders: (a) the Petition Date shall occur by March 10, 2020; (b) no later than the Petition Date, the Company Parties shall have filed the First Day Pleadings with the terms of Bankruptcy Court; (c) no later than five (5) calendar days after the Bridge Facility Credit Documents (as defined below)Petition Date, the Bridge Facility Bankruptcy Court shall have been consummated entered the Interim DIP Order; (d) no later than thirty-five (35) calendar days after the “Bridge Facility Closing Petition Date”), (i) the Bankruptcy Court shall have entered the Final DIP Order, and (ii) the proceeds of Company Parties shall have filed the Bridge Facility Plan and the Disclosure Statement (which shall include the Valuation Analysis, which shall be made available acceptable to the Required First Lien Lenders in their sole and absolute discretion) with the Bankruptcy Court; (e) no later than fifty (50) calendar days after the Petition Date, the Company Parties shall have entered into each of Renegotiated Contracts/Leases in form and substance acceptable to the Company Parties in accordance with and the terms of the Bridge Facility Credit Agreement; b. Within two Required First Lien Lenders; (2f) Business Days no later than seventy (70) calendar days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of Bankruptcy Court shall have entered an order approving a distribution (after giving effect the Disclosure Statement in form and substance reasonably acceptable to the Priority WaterfallCompany 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) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety no later than one hundred fifteen (90115) calendar days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Bankruptcy Court shall not occur until after (1) have entered the Sale Transaction Effective Date has occurred, (2) Confirmation Order in form and substance acceptable to the Company Parties provide notice of, and the Required Consenting Senior Noteholders have approved 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; and (which approval shall not be unreasonably withheldh) ofno later than one hundred thirty (130) calendar days after the Petition Date, the nature, form and scope of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersPlan Effective Date shall have occurred.

Milestones. The Company shall complete the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional milestones set forth below (deadlines specified below, which deadlines in all cases may be extended with the prior by written consent, including by email from counsel, agreement of the Required Consenting Senior Noteholders) Requisite 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); provided, 2025that, all conditions to in the consummation event that any of the Bridge Facility shall have been satisfied or waived Company’s subsidiaries file for chapter 11 protection in accordance with the terms RSA, 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 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 RSA 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”); (c) 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 Plan, the Disclosure Statement, and a motion seeking a hearing to consider the adequacy of the Bridge Facility Credit Documents Disclosure Statement and approval of the Debtor’s solicitation procedures; (as defined below), d) the Bridge Facility Debtor shall seek to have been consummated the RSA and Backstop Motions heard at the hearing scheduled to consider the “first day” motions on a final basis (the “Bridge Facility Closing DateSecond Day Hearing”), and ; (e) by the proceeds day that is the earlier of (x) the Bridge Facility shall be made available to the Company Parties in accordance with the terms of the Bridge Facility Credit Agreement; b. Within day that is two (2) Business Days business days following the Second Day Hearing, and (y) thirty-five (35) days after the APA Execution Petition Date, AYR but in no event later than June 26, 2017, the Bankruptcy Court shall have commenced entered an order approving the CCAA Proceeding RSA Motion (the “CCAA Proceeding Commencement DateRSA Order”); c. Following ; (f) by forty-five (45) days after the Sale Transaction Effective Petition Date, but in no event later than July 7, 2017, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable Bankruptcy Court shall have entered an order approving the Backstop Motion (the “U.S. Liquidation Proceedings Commencement DateBackstop Order”); d. Entry of ) and an order approving a distribution the adequacy of the Disclosure Statement and the Debtor’s solicitation procedures; provided, that the Company shall use commercially reasonable efforts to seek entry of the foregoing orders as soon as reasonably practicable before July 7, 2017; (after giving effect to g) within twenty (20) business days following the Priority Waterfallentry of the Backstop Order, but in no event later than August 4, 2017, the Company shall complete the solicitation in connection with the Rights Offering (other than funding in connection with the Backstop Commitments); (h) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Petition Date, but in no event later than August 21, 2017, the Bankruptcy Court shall have entered an order confirming the Plan; e. The provided, that the Company Parties shall use commercially reasonable efforts to consummate and complete each seek entry of the Liquidation Transactions within ninety-five foregoing order as soon as reasonably practicable before August 21, 2017; and (95i) by fourteen (14) days after each U.S. Liquidation Proceedings Commencement Date. For entry of an order confirming the avoidance of doubtAcceptable Plan, but in no event later than September 4, 2017, the U.S. Liquidation Proceedings Commencement Effective 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholdersoccur.

Milestones. The Restructuring Transactions Borrower shall, or shall be implemented in accordance with cause the Sale Proceeding Milestones following to occur, by the times and the additional milestones dates set forth below (which as any such time and date may be extended with the prior written consent, including by email from counsel, consent of the Required Consenting Senior NoteholdersLenders); 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) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones”): a. No By 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 five (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (905) days after the CCAA Proceeding Commencement 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 “Prepack Scheduling Order”), in each case in form and substance reasonably acceptable to the Required Lenders and the Borrower. (ii) By no later than five (5) days following the Petition Date; e. The Company Parties , the Bankruptcy Court shall use commercially reasonable efforts enter (i) the Interim Order, and (ii) the Prepack Scheduling Order. (iii) By no later than fifty (50) days following the Petition Date, the Bankruptcy Court shall enter the Final Order authorizing the DIP Facility, in form and substance reasonably acceptable to consummate the Required Lenders and complete each of the Liquidation Transactions within ninetyBorrower. (iv) By no later than sixty (60) days following the Petition Date, the Bankruptcy Court shall enter an order confirming the Chapter 11 Plan in form and substance reasonably acceptable to the Required Lenders and the Borrower. (v) By no later than seventy-five (9575) days after each U.S. Liquidation Proceedings Commencement following the Petition Date. For the 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 effective date of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersChapter 11 Plan shall have occurred.

Milestones. The Debtors shall implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional following 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), 2025which, all conditions to the consummation extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Bridge Facility shall have been satisfied Federal Rules of Bankruptcy Procedure, subject to the cure periods below, unless extended, waived, or waived otherwise agreed to in accordance with the terms of the Bridge Facility Credit Documents writing (as defined below), the Bridge Facility shall have been consummated email from counsel being sufficient) by at least two unaffiliated Backstop Shareholders (the “Bridge Facility Closing DateRequisite Backstop Shareholders”), ) and the proceeds 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 Bridge Facility shall be made available Disclosure Statement and Approved Plan acceptable in form and substance to the Company 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 accordance with good faith to negotiate the terms language of the Bridge Facility Credit Agreement; b. Within two Approved Plan and/or the Disclosure Statement (2which consent shall not be unreasonably withheld); (b) Business Days after the APA Execution DateDebtors shall execute the Backstop Commitment Agreements by not later than December 21, AYR 2021; (c) the Bankruptcy Court hearing to consider entry of the Backstop Order shall have commenced the CCAA Proceeding commence not later than forty (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (9040) days after the CCAA Proceeding Commencement Date; e. The execution of the Backstop Commitment Agreements, provided that Company Parties shall use commercially reasonable efforts to consummate and complete each obtain a hearing date for the approval of the Liquidation Transactions within ninety-five Backstop Commitment Agreements in advance of the January 27, 2022 omnibus hearing; (95d) 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 each U.S. Liquidation Proceedings Commencement Date. For the avoidance commencement of doubt, the U.S. Liquidation Proceedings Commencement Date shall not occur until after Disclosure Statement Hearing; (1f) the Sale Transaction Effective Date has occurred, Bankruptcy Court hearing to consider entry of the Confirmation Order (2the “Confirmation Hearing”) shall commence not later than sixty (60) days from the date the Bankruptcy Court enters the Disclosure Statement Order; (g) the Company Parties provide notice of, and Bankruptcy Court shall enter the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) of, the nature, Confirmation Order in form and scope substance acceptable to the Parties by not later than thirty (30) days after the commencement of the U.S. Liquidation Proceedings, and Confirmation Hearing; and (3h) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each effective date of the Milestones may be extended, waived, or modified with Approved Plan (the prior written consent “Plan Effective Date”) shall occur no later than one hundred twenty (which may include email from counsel120) days after entry of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersConfirmation Order.

Milestones. The Restructuring Transactions (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”). (i) On the Petition Date, the Debtors shall be implemented file (i) a motion seeking approval of (A) the DIP Term Loan Facility and (B) the DIP ABL Facility and (ii) a motion seeking a final order, in form and substance acceptable to the Required Lenders in all respects, authorizing the Jamaican Borrower to reject the Sherwin Contract pursuant to section 365 of the Bankruptcy Code. (ii) On or before the date that is five days after the 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 Downstream 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 Sale Proceeding Milestones and the additional milestones set forth below (which may be extended with the prior written consent, including by email from counsel, provisions of the Required Consenting Senior NoteholdersFinal 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 Sale Proceeding Milestones, together with date that is 90 days after the milestones set forth below, each, a “Milestone”, and, collectivelyPetition Date, the “Milestones”): a. No later than August 18, 2025, all conditions Debtors shall have filed the Reorganization Plan and related disclosure statement each in a form acceptable 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), the Bridge Facility shall have been consummated Required Lenders (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Plan Filing Date”); c. Following and (b) in the Sale Transaction Effective Dateevent that the Plan Filing Date occurs in accordance with clause (a)(xi), the U.S. Company Parties may commence a U.S. Liquidation ProceedingDebtors shall comply with the following Milestones (collectively with clause (a)(v), as applicable (the “U.S. Liquidation Proceedings Commencement DatePlan Milestones”); d. Entry of an order approving a distribution (after giving effect to the Priority Waterfall) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.):

Milestones. 4.01. The Restructuring Transactions following Milestones shall be implemented apply to this Agreement unless extended or waived in accordance with writing by the Sale Proceeding Milestones Company Parties 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 NoteholdersCreditors and Ares: (a) On or prior to the Petition Date (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectivelyas defined herein), the “Milestones”): a. Backstop Commitment Agreement shall have been finalized. (b) On July 15, 2020 or such earlier date as agreed upon by the parties, the Company Parties shall commence the Chapter 11 Cases. (c) No later than August 188 days after the Petition Date, 2025the Bankruptcy Court shall have entered the Interim DIP Order. (d) No later than 5 days after the Petition Date, all conditions to the consummation Bankruptcy Court shall have entered the Interim 9019 Order. (e) 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 Bridge Facility Disclosure Statement. (f) No later than 40 days after the Petition Date, the Bankruptcy Court shall have been satisfied entered the Final DIP Order. (g) No later than 40 days after the Petition Date, the Bankruptcy Court shall have entered the Final 9019 Order. (h) No later than 40 days after the Petition Date, the Company Parties shall have filed the Plan Supplement containing the (i) schedules of assumed or waived in accordance rejected contracts, (ii) the constituents documents of the Reorganized Debtors consistent with the terms of the Bridge Facility Credit Documents Governance Term Sheet, (as defined below)iii) the form of registration rights agreement, the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), iv) required disclosures regarding directors and the proceeds officers of the Bridge Facility shall be made available to the Company Parties in accordance Reorganized CRC (consistent with the terms of the Bridge Facility Credit Agreement; b. Within two Governance Term Sheet) and (2v) Business Days 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 44 days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of Bankruptcy Court shall have entered an order approving a distribution the Backstop Commitment Agreement. (after giving effect to the Priority Waterfallj) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) No later than 44 days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties , the Bankruptcy Court shall use commercially reasonable efforts to consummate have entered an order approving the Solicitation Materials and complete each of the Liquidation Transactions within ninety-five Disclosure Statement. (95k) No later than 28 days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Subscription 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined belowin the Backstop Commitment Agreement), the Debtors shall have ended the subscription period for the Equity Rights Offering. (l) has been agreed by No later than 105 days after the Required Consenting Senior Noteholders. Each of Petition Date, the Milestones may be extendedBankruptcy Court shall have entered the Confirmation Order. (m) No later than 135 days after the Petition Date, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersPlan Effective Date shall have occurred.

Milestones. The Restructuring Transactions following Milestones shall be implemented apply to this Agreement unless extended or waived in accordance with writing by the Sale Proceeding Milestones Company Parties 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) (; provided, however, that in the Sale Proceeding 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, together as appropriate: (a) no later than one (1) Business Day after the Petition Date, the Debtors shall file with the milestones Bankruptcy Court the DIP Motion (including the proposed Interim DIP Order) and the PNW Sale Assumption Motion; (b) no later than three (3) Business Days after the RSA Effective Date, the 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, the Debtors shall have used commercially reasonable efforts to deliver to the Consenting Noteholders (i) the Debtors’ “reinvestment” sensitivity case and (ii) an alternative “reinvestment” sensitivity case for the Reorganized Debtors as set forth belowin the Restructuring Term Sheet; (d) no later than five (5) Business Days after the RSA Effective Date, eachthe 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., a “Milestone”prevailing Eastern Time April 15, and2020, collectivelythe 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 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 and motion for approval of the Disclosure Statement and associated solicitation procedures with the Bankruptcy Court; (i) no later than three (3) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; (j) no later than forty-five (45) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order; (k) no later than ninety (90) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order; (l) no later than three (3) Business Days after entry of the Disclosure Statement Order, the Solicitation Commencement Date shall have occurred; (m) 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 “Milestones”): a. No Closing Date” (as such term is defined in the PNW Purchase Agreement) shall have occurred; (o) no later than August 18January 31, 20252021, 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 Order 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 consummation occurrence of the Bridge Facility Plan Effective Date shall have been either satisfied or waived in accordance with this Agreement and the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility Plan Effective Date shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. 4.01. The Debtors shall implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and following milestones (which, to the additional milestones set forth below extent such date (which may including any extension thereof), does not consist of a date certain, shall be calculated under Rule 9006 of the Bankruptcy Rules) unless extended with the prior written consent, including in writing by email from counsel, of the Required Consenting Senior Noteholders: (a) (the Sale Proceeding Milestonesno later than January 17, together with the milestones set forth below, each, a “Milestone”, and, collectively2023, the “Milestones”): a. No Petition Date shall have occurred; (b) 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 three (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (903) days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties , the Bankruptcy Court shall use commercially reasonable efforts to consummate and complete each of have entered the Liquidation Transactions within ninety-five Interim DIP Order; (95c) no later than 21 days after each U.S. Liquidation Proceedings Commencement the Petition Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Debtors shall not occur until after have (1i) delivered to counsel to the Sale Transaction Effective Date has occurred, (2) the Company Parties provide notice of, and Ad Hoc Noteholder Group a business plan that is acceptable to the Required Consenting Senior Noteholders have approved and (which approval shall not be unreasonably withheldii) ofpopulated 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 Debtors’ assets; (d) no later than 35 days after the Petition Date, the natureBankruptcy Court shall have entered the Final DIP Order; (e) no later than 60 days after the Petition Date, form the Debtors shall have filed the Plan and scope Disclosure Statement with the Bankruptcy Court; (f) no later than 105 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation 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 U.S. Liquidation ProceedingsDebtors 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 (3which, to the extent such date (including any extension thereof), does not consist of a date certain, shall be calculated under Bankruptcy Rule 9006) the Wind Down Budget (as defined below) has been agreed unless extended in writing by the Required Consenting Senior Noteholders. Each of : (a) no later than 55 days after the Milestones may be extendedToggle Event, waived, or modified with the prior written consent (which may include email from counsel) of Bankruptcy Court shall have entered the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersSale Order.

Milestones. 4.01. The Company Parties shall implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and following milestones (the additional milestones set forth below “Milestones”), unless extended or waived in writing (which may be extended with the prior written consent, including by email from among counsel) by the Company Parties and the Plan 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 Senior NoteholdersAd Hoc Lenders: (a) (prior to the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectivelyPetition Date, the “Milestones”): a. No later than August 18, 2025, all conditions to the consummation of the Bridge Facility Backstop Commitment Agreement shall have been satisfied or waived in accordance executed; (b) no later than June 14, 2021, the Petition Date shall have occurred; (c) no later than 2 calendar days after the Petition Date, the Debtors shall have filed the Plan and the Disclosure Statement with the terms of Bankruptcy Court; (d) no later than 5 calendar days after the Bridge Facility Credit Documents (as defined below)Petition Date, the Bridge Facility Bankruptcy Court shall have been consummated entered the DIP Interim Order; (e) no later than 30 calendar days after the “Bridge Facility Closing Petition Date”), or such other date as agreed by the Plan Sponsor and the proceeds of Company Parties, the Bridge Facility Bankruptcy Court shall have entered the Backstop Approval Order; (f) no later than 45 calendar days after the Petition Date, the Bankruptcy Court shall have entered the DIP Final Order; (g) no later than 60 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order; provided that the Confirmation Order Milestone shall be made available extended to 74 calendar days after the Petition Date in the event the Company Parties in accordance have received a binding Acceptable Alternative Restructuring Proposal with no financial or due diligence conditions and deliver the terms of Toggle Election Notice, which such extension shall be valid for so long as the Bridge Facility Credit Agreement; b. Within two (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable are pursuing confirmation of such Acceptable Alternative Restructuring Proposal through the Toggle Restructuring or the Equitization Restructuring; and (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of an order approving a distribution (after giving effect to the Priority Waterfallh) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) no later than 15 calendar days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each entry of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubtConfirmation Order, the U.S. Liquidation Proceedings Commencement Plan Effective Date shall not occur until after (1) the Sale Transaction Effective Date has have 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. 4.01 The Restructuring Transactions following Milestones shall be implemented apply to this Agreement unless extended or waived in accordance with writing by the Sale Proceeding Milestones Company Parties 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 NoteholdersCreditors and Ares: (a) On or prior to the Petition Date (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectivelyas defined herein), the “Milestones”): a. Backstop Commitment Agreement shall have been finalized. (b) On July 15, 2020 or such earlier date as agreed upon by the parties, the Company Parties shall commence the Chapter 11 Cases. (c) No later than August 185 days after the Petition Date, 2025the Bankruptcy Court shall have entered the Interim DIP Order. (d) No later than 5 days after the Petition Date, all conditions to the consummation Bankruptcy Court shall have entered the Interim 9019 Order. (e) 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 Bridge Facility Disclosure Statement. (f) No later than 40 days after the Petition Date, the Bankruptcy Court shall have been satisfied entered the Final DIP Order. (g) No later than 40 days after the Petition Date, the Bankruptcy Court shall have entered the Final 9019 Order. (h) No later than 40 days after the Petition Date, the Company Parties shall have filed the Plan Supplement containing the (i) schedules of assumed or waived in accordance rejected contracts, (ii) the constituents documents of the Reorganized Debtors consistent with the terms of the Bridge Facility Credit Documents Governance Term Sheet, (as defined below)iii) the form of registration rights agreement, the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), iv) required disclosures regarding directors and the proceeds officers of the Bridge Facility shall be made available to the Company Parties in accordance Reorganized CRC (consistent with the terms of the Bridge Facility Credit Agreement; b. Within two Governance Term Sheet) and (2v) Business Days 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 40 days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of Bankruptcy Court shall have entered an order approving a distribution the Backstop Commitment Agreement. (after giving effect to the Priority Waterfallj) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) No later than 44 days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties , the Bankruptcy Court shall use commercially reasonable efforts to consummate have entered an order approving the Solicitation Materials and complete each of the Liquidation Transactions within ninety-five Disclosure Statement. (95k) No later than 28 days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Subscription 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined belowin the Backstop Commitment Agreement), the Debtors shall have ended the subscription period for the Equity Rights Offering. (l) has been agreed by No later than 105 days after the Required Consenting Senior Noteholders. Each of Petition Date, the Milestones may be extendedBankruptcy Court shall have entered the Confirmation Order. (m) No later than 135 days after the Petition Date, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersPlan Effective Date shall have occurred.

Milestones. The Restructuring Transactions Debtors shall be implemented in accordance comply with the Sale Proceeding Milestones and the additional following chapter 11 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 “Chapter 11 Milestones”): a. No later than August 18, 2025, all conditions to ): A. On or before the consummation of date that is fifteen (15) days following the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence Debtors shall have filed with the Bankruptcy Court a U.S. Liquidation Proceedingmotion, as applicable (in form and substance satisfactory to the “U.S. Liquidation Proceedings Commencement Date”); d. Entry Required Buyers, seeking entry of an order by the Bankruptcy Court approving bidding procedures in connection with a distribution 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 (after giving effect 15) days following the Petition Date, the Debtors shall have filed with the Bankruptcy Court an Acceptable Plan and a disclosure statement reasonably satisfactory to the Priority WaterfallRequired Buyers with respect thereto; C. On or before the date that is sixty (60) of all proceeds available for distribution days following the Petition Date, the Bankruptcy Court shall have approved bidding procedures, in form and substance reasonably acceptable to the CCAA Proceeding by the CCAA CourtRequired Buyers, and such approval shall be in full force and effect, and shall not have become final and non-appealable within ninety been (90i) vacated, reversed, 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 (60) days after following the CCAA Proceeding Commencement Petition Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Debtors shall not occur until after (1) have obtained the Sale Transaction Effective Date has occurredBankruptcy Court’s approval of a disclosure statement for an Acceptable Plan and 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, (2) which disclosure statement and solicitation procedures must otherwise be in form and substance reasonably acceptable to the Company Parties provide notice ofRequired Buyers, and the Required Consenting Senior Noteholders have approved (which 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 unreasonably withheldsatisfied on or before the 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, which order (i) ofshall be (x) in form and substance satisfactory to the Required Buyers, to the extent relating to the termination of the commitments under the DIP Warehouse Facility Agreements, the naturepayment 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 scope of substance reasonably satisfactory to the U.S. Liquidation ProceedingsRequired Buyers, and (3ii) the Wind Down Budget shall not have been amended, modified or supplemented (or any portions thereof reversed, stayed or vacated) other than as defined below) has been agreed in writing by the Required Consenting Senior NoteholdersBuyers; or 2. Each 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 Milestones may obligations under the DIP Warehouse Facility Agreements on the closing of such agreement (such order, the “Sale Order” and such agreement, the “Sale Agreement”), in form and substance reasonably acceptable to the Required Buyers, and the Sale Order shall be extendedin full force and effect, waivedand shall not have been (i) vacated, reversed, or stayed, or (ii) amended or modified with except as otherwise agreed to in writing by the prior written consent (which may include email from counsel) Required Buyers; provided that, in the event the Board of Directors of the Required Consenting Senior Noteholders. The Bid Procedures may Guarantor and 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 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 be amended, supplemented or modified with an alternative and the prior written consent (which may include email from counsel) of Debtors shall be required to satisfy the Required Consenting Senior NoteholdersChapter 11 Milestone set forth in Section E.1 above.

Milestones. The Restructuring Transactions HERO Entities shall be implemented in accordance with implement the Sale Proceeding Milestones transactions contemplated by this Term Sheet and the additional milestones set forth below RSA on the following timeline: • The Debtors shall have commenced the solicitation of votes to accept or reject the Plan for holders of First Lien Claims and for holders of HERO Common Stock on or before May 31, 2016; • The Debtors shall have concluded the solicitation of votes to accept or reject the Plan and 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 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 the Debtors and the Requisite Consenting Lenders by the date that is thirty days after the Petition Date; The Bankruptcy Court shall 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 (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 “MilestonesSpecified Claims”): a. No later than August 18), 2025, all conditions in form and substance reasonably acceptable to the consummation Debtors and the Requisite Consenting Lenders, of on or before July 29, 2016; provided, however, that the Specified Claims shall specifically not include (i) claims of any taxing authorities; (ii) rejection damages claims; or (iii) any claims of the Bridge Facility 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 have not be required to file any proofs of claim unless their applicable employment and/or severance agreements are rejected under the Plan by an order of the Court, which may be the Confirmation Order and such Executive or other employee has not been satisfied or waived in accordance with provided alternative severance compensation pursuant to the terms of the Bridge Facility Credit Documents Plan or another agreement with the Debtors (as defined below)with the consent of the Requisite Consenting Lenders) or the Wind Down Entity; EXECUTION VERSION • The Bankruptcy Court shall have entered the Disclosure Statement Order and Confirmation Order by August 2, the Bridge Facility 2016; • The Plan shall have been consummated (the “Bridge Facility Closing Date”)by August 16, and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date2016. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Debtors shall not occur until after (1) use commercially reasonable efforts to obtain the Sale Transaction Effective Date has occurred, (2) earliest possible date for hearing on confirmation of the Company Parties Plan as the Bankruptcy Court may provide notice of, and the Required Consenting Senior Noteholders failure by the Debtors to satisfy any of the conditions set forth in this section entitled “Milestones” shall constitute an “Lender Termination Event” under section 11 of the RSA. Marketing Process: Throughout the Chapter 11 Cases, to the extent sale and purchase agreements for the HERO Entities’ assets have approved (which approval shall not be unreasonably withheld) ofbeen consummated, the nature, form Debtors and scope the other HERO Entities shall continue to market their vessels and residual assets for sale. Pursuant to the terms of the U.S. Liquidation ProceedingsCash Collateral Order, all 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 (3) inclusive of the Wind Down Budget 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 for payment of the Shareholder Supplemental Cash Distribution (as defined below) in the event the class of HERO Common Stock has been agreed by voted to accept the Required Consenting Senior Noteholders. Each of Plan (the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders“Shareholder Supplemental Cash Distribution Reserve”).

Milestones. The On and after the Agreement Effective Date, the Company Parties shall implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional following milestones set forth below (which as any such milestone may be extended with the prior written consent, including in writing by email from counsel, of the Required Consenting Senior NoteholdersCreditors (which extension may be via email of counsel to the Consenting Creditors)), unless waived in writing by the Required Consenting Creditors (which waiver may be via email of counsel to the Consenting Creditors): (a) not later than March 16, 2023, the Petition Date shall have occurred; (b) not later than 11:59 p.m., prevailing Eastern Time, on March 20, 2023, the 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 (B) MVPDs and (ii) any proposed Sports League Deals and the status of any such Sports League Deals with any Sports League) that is in form and substance acceptable to the Required Consenting Creditors and the Company Parties (the Sale Proceeding Milestones, together with “Business Plan Milestone,” and such business plan that is acceptable in form and substance to the milestones set forth below, each, a “Milestone”, and, collectivelyRequired Consenting Creditors and the Company Parties, the “MilestonesAcceptable Business Plan”): a. No ); (e) not later than August 1811:59 p.m., 2025prevailing Eastern Time, all conditions 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 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), the Bridge Facility shall have been consummated Required Consenting Creditors (the “Bridge Facility Closing 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 the Plan, the Disclosure Statement and the Solicitation Materials; (g) not later than 11:59 p.m., prevailing Eastern Time, on October 6, 2023, the Bankruptcy Court shall have entered the Disclosure Statement Order; (h) not later than 11:59 p.m. prevailing Eastern Time on December 1, 2023, the Bankruptcy Court shall have entered the Confirmation Order; and (i) no later than December 31, 2023 (the “Outside Date”), and the 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 (2) Business Days after the APA Execution Date, AYR Plan Effective Date shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. 4.01. The Debtors shall implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones following milestones unless extended in writing by Highbridge 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 NoteholdersUnsecured Noteholders (email from respective counsel to such Parties being sufficient): (a) no later than January 31, 2023, the Petition Date shall have occurred; (b) no later than the Sale Proceeding MilestonesPetition Date, together the Debtors shall have Filed the draft Plan with the milestones set forth below, each, a “Milestone”, and, collectivelyBankruptcy Court; (c) no later than three (3) days after the Petition Date, the “Milestones”): a. No Bankruptcy Court shall have entered the Interim DIP Order; (d) 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 ten (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (210) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval Debtors shall have become final filed (i) the Disclosure Statement, (ii) a motion seeking entry of the Disclosure Statement Order and non(iii) a motion seeking approval of the fees and expenses of the Backstop Parties in connection with the Backstop Commitment Agreement; (e) no later than thirty-appealable within ninety five (9035) days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties , the Bankruptcy Court shall use commercially reasonable efforts to consummate and complete each of have entered the Liquidation Transactions within ninety-five Final DIP Order; (95f) no later than sixty (60) days after each U.S. Liquidation Proceedings Commencement the Petition Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Bankruptcy Court 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) no later than twenty (20) Business Days after the subscription commencement date, the Debtors shall have ended the subscription period for the Rights Offering; (h) 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 the Petition Date, the Plan Effective Date shall not occur until after have occurred; provided however, that such date may be extended for an additional one (1) month period, solely to the Sale Transaction 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 Plan Effective Date has occurred, (2) occurred other than the Company Parties provide notice of, and receipt of regulatory or other approval of a government entity or unit necessary for the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) of, the nature, form and scope occurrence of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersPlan Effective Date.

Milestones. The Restructuring Transactions shall be implemented in accordance with During the 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, collectivelySupport Period, 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of implement the Liquidation Transactions within ninety-five Restructuring in accordance with the following milestones (95the “Milestones”), as applicable, unless extended or waived in writing (with email from counsel being sufficient) days after each U.S. Liquidation Proceedings Commencement Date. For by the avoidance of doubtRequired Consenting First Lien Noteholders, 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, Required Consenting 1.5L Noteholders and the Required Consenting Senior Noteholders have approved Crossholder Noteholders:2 a. no later than 11:59 p.m. (which approval shall not be unreasonably withheldprevailing Eastern Time) ofon April 1, 2019, the natureCompany Entities shall have commenced the Chapter 11 Cases in the Bankruptcy Court (the “Petition Date”); b. as soon as reasonably practicable, form and scope of but in no event later than the U.S. Liquidation Proceedings, and date that is three (3) calendar days after the Wind Down Budget Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; 2 The date of each Milestone provided for in this Section 3 shall be calculated in accordance with Rule 9006 of the Federal Rules of Bankruptcy Procedure. c. as soon as reasonably practicable, but in no event later than the date that is forty-five (45) calendar days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order; d. as defined belowsoon as reasonably practicable, but in no event later than the date that is sixty (60) has been agreed calendar days after the Petition Date, the Bankruptcy Court 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; f. as soon as reasonably practicable, but in no event later than the date that is one hundred and twenty-five (125) calendar days after the Petition Date, the hearing to consider confirmation of the Plan shall have begun; and g. as soon as reasonably practicable, but in no event later than the date that is one hundred and fifty (150) calendar days after the Petition Date, the Effective Date shall occur; provided that, the Milestones set forth in Sections (3)(e), (3)(f) and (3)(g) shall be extended by the Required Consenting Senior Noteholders. Each number of days (not to exceed thirty-five (35) days for purposes of this clause) by which the Milestones may be extendeddeadline to file schedules of assets and liabilities and statements of financial affairs is extended beyond forty-five (45) calendar days, waived, or modified with in the prior written consent (which may include email from counsel) of event the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersCompany receives such an extension.

Milestones. The Consenting Senior Noteholders’ support for the Restructuring Transactions shall be implemented in accordance with subject to the Sale Proceeding Milestones and timely satisfaction of the additional following milestones set forth below (the “Milestones”), which may be extended with the prior written consent, including by email from counsel, consent 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 consent shall not be unreasonably withheld) of: 1. No later than June 15, 2020, the natureCompany shall commence the Chapter 11 Cases; 2. No later than 3 Business Days after the Petition Date, form 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 scope 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 Motion; 6. No later than 30 days after the Petition Date, the Proposal Submission Guidelines Order, and the Final DIP Order shall be entered by the Bankruptcy 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 be entered by the Bankruptcy Court; 9. No later than 75 days after the Petition Date, the deadline for submission of firm proposals, which shall include outside counsel vetted comments to definitive transaction documents for a Combination Transaction, shall occur; 10. No later than 5 days after entry of the U.S. Liquidation ProceedingsDisclosure Statement Order, the Company shall commence the Equity Rights Offering and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified Plan solicitation in accordance with the prior written consent (which may include email from counsel) of Disclosure Statement Order and the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.solicitation procedures;

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions shall be implemented in accordance with on the Sale Proceeding Milestones and the additional milestones set forth below following timeline (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, eacheach deadline, a “Milestone”): (a) no later than March 12, and2024 at 11:59 p.m. (prevailing Eastern Time), collectivelythe Debtors shall commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “MilestonesPetition Date”): a. No ); (b) no later than August 18one calendar day after the Petition Date, 2025, all conditions to the consummation Debtors shall file with the Bankruptcy Court a motion seeking entry of the Bridge Facility DIP Orders; (c) no later than seven calendar days after the Petition Date, the Debtors shall have been satisfied or waived in accordance obtained entry by the Bankruptcy Court of the Interim DIP Order; (d) no later than 14 calendar days after the Petition Date, the Debtors shall file with the terms Bankruptcy Court a motion seeking entry of an order setting a date as the Bridge Facility Credit Documents deadline for submitting any claim (as defined below)in section 101(5) of the Bankruptcy Code, a “Claim”) against the Debtors (other than administrative and government Claims) (such order, the Bridge Facility shall have been consummated (the “Bridge Facility Closing DateBar Date Order”), and the 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 ; (2e) Business Days no later than 35 calendar days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding Debtors shall have obtained entry by the CCAA Court, and such approval shall have become final and non-appealable within ninety Bankruptcy Court of the Final DIP Order; (90f) no later than 45 calendar days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties , the Debtors shall use commercially reasonable efforts to consummate and complete each file with the Bankruptcy Court a motion seeking rejection of the Liquidation Transactions within ninety-five Rejected Customer Contracts; (95g) no later than 90 calendar days after each U.S. Liquidation Proceedings Commencement the Petition Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Debtors shall not occur until deliver to the Ad Hoc Group an initial draft of their revised long-term business plan; (h) no later than 100 calendar days after (1the 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 Sale Transaction Effective Date has occurredDebtors, (2) the Company Parties provide notice ofin their sole discretion, and in consultation with the Required Consenting Senior Noteholders have approved Ad Hoc Group, determine that continuing good faith negotiations in respective of any Customer Contract is in the best interest of the Debtors and their Estates; (which approval shall not be unreasonably withheldi) ofno later than 115 calendar days after the Petition Date, the natureDebtors 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, form and scope the provisions of the U.S. Liquidation Proceedings, and (3Federal Rule of Bankruptcy Procedure 9006(a) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholdersshall apply.

Milestones. The As provided in and subject to Section 15 hereof, the Debtors shall implement the Restructuring Transactions shall be implemented in accordance with on the Sale Proceeding Milestones and the additional milestones set forth below following timeline (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, eacheach deadline, a “Milestone”Milestone”):2 (a) no later than September 28, and2023 at 11:59 p.m. (prevailing Eastern Time), collectivelyeach of the Debtors shall commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “MilestonesPetition Date”): a. No ); (b) no later than August 18the Petition Date, 2025the Debtors shall have filed with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; (iii) a motion seeking, all conditions 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 consummation Plan, (b) approving the Solicitation Materials, and (c) scheduling the hearing to consider final approval of the Bridge Facility shall have been satisfied or waived in accordance with the terms Disclosure Statement and confirmation of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated Plan (the “Bridge Confirmation Hearing”); (iv) a motion seeking approval of the DIP Facility Closing (to be requested to be heard on shortened time); and (v) any “first day” motions; each of which shall be in form and substance acceptable to the Purchaser. (c) no later than three (3) calendar days after the 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 entered an order confirming the Plan and approving the Disclosure Statement (the “Confirmation Order”), and the proceeds of the Bridge Facility which Confirmation Order shall be made available in form and substance acceptable to the Company Parties in accordance with the terms of the Bridge Facility Credit Agreement; b. Within Purchaser; (f) no later than forty-two (242) Business Days calendar days after the APA Execution Petition Date, AYR the Plan shall have commenced the CCAA Proceeding become effective (the “CCAA Proceeding Commencement Effective Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, extended or modified waived with the express prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersPurchaser.

Milestones. 4.01. The following Milestones shall apply to the Restructuring Transactions shall be implemented unless extended or waived in accordance with writing by the Sale Proceeding Milestones Company Parties 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 NoteholdersFirst Lien Lenders: (a) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones”): a. No no later than August 18May 16, 2025, all conditions to 2020 the consummation of Debtors shall commence the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents Chapter 11 Cases; (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2b) no later than 14 Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence Debtors shall have filed a U.S. Liquidation Proceeding, as applicable (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of an order approving a distribution (after giving effect motion to retain Brokers acceptable to the Priority WaterfallRequired Consenting First Lien Parties; (c) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) no later than 18 calendar days after the CCAA Proceeding Commencement Petition Date; e. The , 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 form and substance acceptable to the Required Consenting First Lien Lenders, to the Consenting First Lien Lenders. (e) no later than June 15, 2020 the Company Parties shall use commercially reasonable efforts have delivered proposed Business Plan Parameters to consummate the Consenting First Lien Lenders and complete each of the Liquidation Transactions within ninety-five DIP Lenders; (95f) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubtno later than June 20, the U.S. Liquidation Proceedings Commencement Date shall not occur until after (1) the Sale Transaction Effective Date has occurred, (2) 2020 the Company Parties provide notice of, and the Required Consenting Senior Noteholders First Lien Lenders shall have approved agreed on acceptable Business Plan Parameters; (which approval shall not be unreasonably withheldg) ofno later than July 8, 2020, the natureCompany 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, form 2020, the Company Parties and scope of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior NoteholdersFirst 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 (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. Each of the The Milestones may be extended, waived, or modified extended by the Company Parties with the prior written consent (which may include email from counselcounsel being sufficient) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersFirst Lien Lenders.

Milestones. The On and after the Support Effective Date, the Company shall use commercially reasonable efforts to implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional milestones set forth below following Milestones, as applicable, unless extended or waived in writing (which may be extended with by electronic mail between applicable counsel) by the prior written consent, including by email from counsel, of Company and the Required Consenting Senior NoteholdersLenders in their sole discretion; provided that, with respect to the Milestones in subsections (c) and (e) herein, such Milestones may be extended by the Sale Proceeding MilestonesCompany and the Lender Counsel. For the avoidance of doubt, together with nothing in these Milestones shall prevent the milestones set forth belowDebtors from exercising their respective fiduciary duties under applicable law, each, a “Milestone”, and, collectively, subject to the “Milestones”): a. No right of the Consenting Lenders under Section 5(b) hereof: (a) no later than August 18, 2025, all conditions to 11:59 p.m. (prevailing Eastern time) on 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 date that is two (2) Business Days days after the APA Execution Support Effective Date, AYR the Company Parties shall have commenced the CCAA Proceeding Chapter 11 Cases in the Bankruptcy Court (the “CCAA Proceeding Commencement Petition Date”); c. Following ; (b) no later than five (5) days after the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation ProceedingBankruptcy Court shall have entered the DIP Order on an interim basis, as applicable which DIP Order shall be in the form and substance acceptable to the 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 “U.S. Liquidation Proceedings Commencement DateBidding Procedures”); d. Entry of an order approving a distribution ) (after giving effect which Bidding Procedures shall be in form and substance reasonably acceptable to the Priority WaterfallRequisite Consenting Lenders) of all proceeds available for distribution and (ii) the DIP Order on a final basis (which DIP Order shall be in form and substance acceptable to the CCAA Proceeding by Requisite Consenting Lenders); (d) no later than 11:59 p.m. (prevailing Eastern time) the CCAA Courtdate that is thirty-five (35) days after the Petition Date, the Company Parties shall have filed an Acceptable Plan, Disclosure Statement, and such approval a motion to approve the Disclosure Statement, each of which shall have become final be in form and non-appealable within substance reasonably acceptable to the Requisite Consenting Lenders; (e) no later than ninety (90) days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties , (i) the hearing to approve the Disclosure Statement shall use commercially reasonable efforts have occurred and (ii) the 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 consummate the Requisite Consenting Lenders; (f) no later than one hundred fifty (150) 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 complete each (ii) confirmation of the Liquidation Transactions Plan or (y) another Acceptable Plan, and within ninety-five two (952) 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 each U.S. Liquidation Proceedings Commencement the Petition Date. For , (i) the avoidance of doubt, Acquisition shall have closed and (ii) the U.S. Liquidation Proceedings Commencement Plan Effective Date shall not occur until after (1) the Sale Transaction Effective Date has have 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The Restructuring Transactions Borrower shall, or shall be implemented in accordance with cause the Sale Proceeding Milestones following to occur, by the times and the additional milestones dates set forth below (which as any such time and date may be extended with the prior written consent, including by email from counsel, consent of the Required Consenting Senior NoteholdersNew 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), any “delivery” required by this Section 5.12(b) shall require delivery to the Administrative Agent (which shall reasonably promptly furnish to each of the Sale Proceeding MilestonesLenders and the Lender Advisors, together with as well as to any other Person specified below): (i) Borrower will enter into the milestones set forth belowRSA in form and substance acceptable to the New Incremental Loan Lenders on or prior to the New Incremental Loan Closing Date; (ii) [Reserved]; (iii) By March 16, each, a “Milestone”, and, collectively2020, the “Milestones”): a. No 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 August 18March 16, 20252020, all conditions the Borrower shall commence solicitations of consents to the consummation of the Bridge Facility shall have been satisfied or waived Chapter 11 Plan pursuant to and in accordance with definitive documents in form and substance reasonably acceptable to the terms of Required New Incremental Loan Lenders and the Bridge Facility Credit Documents Borrower; (as defined below)v) By no later than March 16, 2020, the Bridge Facility Borrower shall have been consummated cause the Petition Date to occur in order to implement the Chapter 11 Case; (the “Bridge Facility Closing Date”), and the 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 vi) By no later than five (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (905) days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties , the Borrower shall use commercially reasonable efforts file (i) a Chapter 11 Plan Disclosure Statement, (ii) Chapter 11 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 consummate Chapter 11 Plan confirmation and complete Chapter 11 Plan Disclosure Statement approval (the “Prepack Scheduling Order”), in each of case in form and substance reasonably acceptable to the Liquidation Transactions within ninetyRequired New Incremental Loan Lenders and the Borrower; (vii) By no later than five (5) days following the Petition Date, the Bankruptcy Court shall enter (i) an interim order authorizing a DIP Facility to be provided by the New Incremental Loan Lenders (the “DIP 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 (9545) days after each U.S. Liquidation Proceedings Commencement following the Petition Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Bankruptcy Court shall not occur until after (1) enter a final order authorizing the Sale Transaction Effective Date has occurredDIP Facility, (2) in form and substance reasonably acceptable to the Company Parties provide notice of, Required New Incremental Loan Lenders and the Required Consenting Senior Noteholders have approved Borrower; (which approval shall not be unreasonably withheldix) ofBy no later than sixty (60) days following the Petition Date, the natureBankruptcy Court shall enter an order confirming the Chapter 11 Plan, in form and scope substance reasonably acceptable to the Required New Incremental Loan Lenders and the Borrower; and (x) By no later than seventy-five (75) days following the Petition Date, the effective date of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersChapter 11 Plan shall have occurred.

Milestones. The Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional milestones set forth below (which may be extended with the prior written consent, including by email from counsel, Upon completion or occurrence of each of the Required Consenting Senior Noteholders) (the Sale Proceeding Milestones, together with the milestones Milestones set forth below, eachLonza shall invoice Customer the 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 “Milestone”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, andand 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, collectivelyCustomer will, upon request of Lonza, execute and deliver with Lonza a joint instruction to the “Milestones”): a. No 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 August 18, 2025, all conditions to the consummation […***…] months after exercise of the Bridge […***…]% 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 have been satisfied be extended by the duration of any delay in successful completion of the PAI caused by or waived 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 the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), this Agreement and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date shall not occur until after Purchase Orders (1) the Sale Transaction Effective Date has occurredtotal number of Batches ordered by Customer for Delivery during the first […***…] ([…***…]) months following completion of final Process Validation Batch, or (2) […***…] Batches (including Process Validation Batches), whichever is less, but only if and to the Company Parties provide notice of, and extent the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) of, delay in production is caused by or within the nature, form and scope reasonable control of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior NoteholdersLonza. Each […***…]% of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.[…***…]

Milestones. The Company shall comply with, and implement the Restructuring Transactions shall be implemented in accordance accordance, with the Sale Proceeding Milestones following milestones (the “Milestones”) unless extended or waived in writing by the Company, NCMI, and the additional milestones set forth below Required Consenting Creditors pursuant to the terms hereof (which extension or waiver may be extended an email by and between the counsel to the Company, counsel to the Required Consenting Creditors, and counsel to NCMI): (a) By 11:59 p.m. (prevailing Eastern Time) on April 11, 2023, the Petition Date shall have occurred; (b) No later than one (1) calendar day after the Petition Date, the Company shall file the First Day Pleadings; (c) No later than 5 calendar days after the Petition Date, the Bankruptcy Court shall have entered an interim Cash Collateral Order; (d) No later than 15 calendar days after the Petition Date, the Company shall file the Plan, the Disclosure Statement, the Disclosure Statement Motion, and Solicitation Materials; (e) No later than 45 calendar days after the Petition Date, the Bankruptcy Court shall have entered a final Cash Collateral Order; (f) No later than 60 calendar days after the Petition Date, the Bankruptcy Court 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 prior written consent, including by email from counsel, consent of the Required Consenting Senior Noteholders) (Creditors), no later than 105 calendar days after the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectivelyPetition Date, the “Milestones”): a. Bankruptcy Court shall have entered the Regal Approval Order; (h) No later than August 18105 calendar days after the Petition Date, 2025, all conditions to the consummation of the Bridge Facility Bankruptcy Court shall have been satisfied or waived in accordance with entered the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated Confirmation Order (the “Bridge Facility Closing Confirmation Date”); (i) No later than 60 calendar days after the Confirmation Date (the “Outside Date”), and the proceeds Plan Effective 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) has not yet been approved by a majority of the Bridge Facility NCMI shareholders at a duly held meeting of the NCMI shareholders, this Milestone shall be made available to the Company Parties in accordance with the terms of the Bridge Facility Credit Agreement; b. Within two (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence automatically extended a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) further 30 calendar days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, any Milestone that falls on a day that is not a Business Day, shall be extended to 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholdersfollowing Business Day.

Milestones. The Restructuring Transactions Loan Parties shall be implemented in accordance with ensure the Sale Proceeding Milestones and the additional milestones set forth below (which may be extended with the prior written consent, including by email from counsel, satisfaction of the Required Consenting Senior Noteholders) following milestones (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones” and each a “Milestone”): a. No ), unless waived or extended with the consent of the Required Lenders or the Administrative Agent (with the written consent of the Required Lenders (which may be by email)): (a) By no later than August 18May 3, 20252021, all conditions the Borrower shall have delivered to the consummation Term Loan Lender Advisors drafts of all "first day" motions, including a first day declaration, for a chapter 11 filing in the Bridge Facility shall have been satisfied or waived in accordance with the terms Southern District of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated Texas (the “Bridge Facility Closing Date”), Chapter 11 Filing"” in form and substance reasonably acceptable to the Ad Hoc Group of Term Loan Lenders and such other documents to be agreed between the Borrower and the proceeds Ad Hoc Group of Term Loan Lenders; (b) By no later than May 10, 2021, the Borrower shall have delivered to each of the Bridge Facility shall be made available Term Loan Lenders a budget relating to debtor-in-possession financing in form and substance reasonably acceptable to the Company Parties in accordance with Ad Hoc Group of Term Loan Lenders; (c) By no later than May 10, 2021, the terms of the Bridge Facility Credit Agreement; b. Within two (2) Business Days after the APA Execution Date, AYR Borrower shall have commenced the CCAA Proceeding entered into a Restructuring Support Agreement (the “CCAA Proceeding Commencement DateRSA”)) with the Ad Hoc Group of Term Loan Lenders pursuant to which the Borrower agrees to pursue a transaction acceptable in all respects to the Ad Hoc Group of Term Loan Lenders and the Borrower by commencing voluntary Chapter 11 Cases or otherwise agreeing to a mutually acceptable out of court restructuring; c. Following the Sale Transaction Effective Dateand (d) By no later than May 14, 2021, if Chapter 11 Cases are anticipated, the U.S. Company Parties may commence Borrower and the Ad Hoc Group of Term Loan Lenders shall have agreed upon the form of a U.S. Liquidation Proceedingdebtor-in-possession credit agreement, as applicable (which form shall provide, among other things, that all Loans of the “U.S. Liquidation Proceedings Commencement Date”); d. Entry Ad Hoc Group of an order approving a distribution (after giving effect Term Loan Lenders shall roll into loans under the debtor-in-possession facility and otherwise be satisfactory to the Priority Waterfall) Ad Hoc Group of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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, Term Loan Lenders and the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) of, the nature, form and scope of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersBorrower.

Milestones. The Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional following 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 ) shall apply to the consummation of the Bridge Facility shall have been satisfied this Agreement (unless extended or waived in accordance with the terms of the Bridge Facility Credit Documents writing (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the proceeds of the Bridge Facility shall be made available to the Company Parties including via email in accordance with Section ‎12.17) with the terms consent (not to be unreasonably withheld) of the Bridge Facility Credit Agreement; b. Within two (2) Business Days after the APA Execution DateCompany Parties, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 Secured Noteholders, and, with respect to Milestones other than those set forth in clauses (which approval shall not be unreasonably withheldd) ofand (g)(ii), the natureRequired Consenting Convertible Noteholders): (a) no later than November 18, form and scope 2024, the Company shall file a voluntary petition for relief pursuant to chapter 11 of the U.S. Liquidation ProceedingsBankruptcy Code in the Bankruptcy Court (the date of filing of such voluntary petition, the “Petition Date”); (b) no later than November 18, 2024 the Company shall file with the Bankruptcy Court a motion seeking entry of the Adequate Protection Order and DIP Order; (c) no later than November 19, 2024, the Debtors shall launch a consent solicitation (the “Consent Solicitation” and such date, the “Consent Solicitation Date”) seeking consent to certain amendments to the Senior Secured Notes Indenture and as set out in the Offshore Documents (collectively, the “Proposed Amendments”) in order to facilitate the commencement of Chapter 11 Cases for the Company Parties identified on Exhibit F hereto; (d) no later than November 20, 2024, the Bankruptcy Court shall have entered the Adequate Protection Order; (e) no later than November 27, 2024, the Company shall file the Backstop M▇▇▇▇ with the Bankruptcy Court; (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 and (iii) filed a Joint Administration Motion; (g) no later than December 2, 2024, the Bankruptcy Court shall have entered (i) an order granting the Joint Administration Motion, (ii) an order deeming the Adequate Protection Order applicable and binding with respect to all Company Parties, and (3iii) an order deeming all other applicable orders applicable and binding with respect to all Company Parties; (h) no later than December 2, 2024, the Company shall file with the Bankruptcy Court the Plan, the Disclosure Statement, the Solicitation Procedures Motion; (i) no later than December 23, 2024, the Bankruptcy Court shall have entered (i) the Wind Down Budget final DIP Order and (as defined belowii) has been agreed 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 Required Consenting Senior Noteholders. Each extent regulatory approvals are the only outstanding conditions to effectiveness of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersPlan.

Milestones. The On and after the Agreement Effective Date, the Company Parties shall implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional following milestones set forth below (which as any such milestone may be extended with the prior written consent, including in writing by email from counsel, of the Required Consenting Senior NoteholdersParties (which extension may be via electronic mail of counsel to the Consenting Parties)), unless waived in writing by the Required Consenting Parties (which waiver may be via electronic mail of counsel to the Consenting Parties): (a) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones”): a. No not later than August 1811:59 p.m., 2025prevailing Eastern Time, all conditions to on 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) date that is five Business Days after following the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Agreement Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceedingshall have filed with the Bankruptcy Court motions to approve (i) the Convertible B Commitment Letter and (ii) the DIP Facility. (b) not later than 11:59 p.m., as applicable prevailing 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 “U.S. Liquidation Proceedings Commencement Date”); d. Entry 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 a distribution (after giving effect to the Priority Waterfall) of all proceeds available for distribution in the CCAA Proceeding by the CCAA CourtConvertible B Commitment Letter, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate have paid all accrued and complete each unpaid Transaction Expenses as of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date shall not occur until after (1) the Sale Transaction Agreement Effective Date for which an invoice has occurred, (2) been received by the Company Parties provide notice ofon 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 earlier to 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 Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) ofDIP Order, the natureFirst Lien Paydown (as defined in the DIP Term Sheet) shall have been made; (d) not later than 11:59 p.m., form and scope prevailing Eastern Time, on March 22, 2024, the Company Parties shall have filed with the Bankruptcy Court each of (i) the U.S. Liquidation ProceedingsPlan, (ii) the Disclosure Statement, and (3iii) the Wind Down Budget motion to approve the Solicitation Materials; (as defined belowe) has been agreed not later than 11:59 p.m., prevailing Eastern Time, on June 30, 2024, the Bankruptcy Court shall have entered the Confirmation Order; and (f) not later than 11:59 p.m. prevailing Eastern Time on August 31, 2024, the Plan Effective Date shall have occurred; provided that, notwithstanding anything to the contrary set forth herein, such date shall automatically be extended by 60 calendar days to the Required Consenting Senior Noteholders. Each of the Milestones may be extendedextent necessary to obtain any authorizations, waivedconsents, regulatory approvals, rulings, or modified with documents that are necessary to implement and effectuate the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amendedPlan; provided further, supplemented that requests or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholdersapplications for any such authorizations, consents, regulatory approvals, rulings, or documents are pending on August 31, 2024.

Milestones. The Restructuring Transactions Borrower shall be implemented comply with the following Milestones (as waived or extended in accordance with the 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 NoteholdersRestructuring Support Agreement) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones”): a. No ): (a) The Interim Order shall have been entered by no later than August 18three (3) days after the Petition Date. (b) The Escrow Payment shall occur no later than the date when the Interim DIP Order is entered by the Bankruptcy Court; provided that, 2025this milestone can only be extended or waived by the Required PW Ad Hoc Group Lenders without the need to obtain the consent of the other Lenders); provided, all conditions further, that 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 the Bankruptcy Court no later than confirmation of the Plan. (f) The order provisionally 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 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, 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. (i) The order confirming the Plan, in form and substance acceptable to the Debtors and the Required Lenders, shall have been entered by no later than sixty (60) days after the Petition Date. (j) The substantial consummation of the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents Plan (as defined below), in the Bridge Facility Restructuring Support Agreement) shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within occurred no later than ninety (90) days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The Restructuring Transactions shall be implemented in accordance with DIP Credit Agreement will include the Sale Proceeding Milestones and following milestones related to the additional milestones set forth below Chapter 11 Cases (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 · 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days 1 business day after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval Debtors shall have become final filed the Plan and non-appealable within ninety (90) Disclosure Statement; · no later than 3 business days after the CCAA Proceeding Commencement Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order; e. The Company Parties · no later than 3 business days after the Petition Date, the Bankruptcy Court shall use commercially reasonable efforts have entered an interim order approving the Securitization Facilities, which order shall be in form and substance satisfactory to consummate the Required DIP Lenders; · no later than 45 calendar days after the Petition Date, the Bankruptcy Court shall have entered the Final DIP Order; · no later than 45 calendar days after the Petition Date, the Bankruptcy Court shall have entered a final order approving the Securitization Facilities, which order shall be in form and complete each substance satisfactory to the Required DIP Lenders; · no later than 50 calendar days after the Petition Date, the Bankruptcy Court shall have entered an order confirming the Plan and approving the Disclosure Statement; and · no later than 120 calendar days after the Petition Date, the effective date of the Liquidation Transactions within ninetyPlan shall have occurred. Events of Default: Usual and customary for debtor-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For in-possession financings and other events of default agreed to by the 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, Borrower and the Required Consenting Senior Noteholders have approved Backstop Parties (which approval “Events of Default”). The DIP Credit Agreement shall provide for customary remedies for an Event of Default that remains uncured including, but not be unreasonably withheld) oflimited to, the nature, form accrual of interest at the Default Rate and scope of relief from the U.S. Liquidation Proceedings, and (3) automatic stay on customary terms for the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersBankruptcy Court.

Milestones. The Restructuring Transactions shall B▇▇▇▇▇▇▇ agrees to complete, or cause to be implemented in accordance with completed, all Milestones not later than the Sale Proceeding Milestones and the additional milestones dates set forth below herein (or such later date to 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. Supermajority Lenders agree in their sole discretion). ● 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 three (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (903) days after the CCAA Proceeding Commencement Petition Date, subject to Bankruptcy Court availability, the Bankruptcy Court shall have entered the Interim DIP Order, the Scheduling Order (defined below) and the Bidding Procedures Order (defined below); e. The Company Parties ● No later than thirty (30) days after the Petition Date, the Bankruptcy Court shall use commercially reasonable efforts to consummate and complete each of have entered the Liquidation Transactions within ninetyFinal DIP Order; ● No later than thirty-five (9535) days after each U.S. Liquidation Proceedings Commencement the Petition Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date deadline for submitting indications of interest (the “IOI Deadline”); ● No later than fifty (50) days after the Petition Date, the Bankruptcy Court shall not occur until 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”) to the DIP Lenders (the “Credit Bid Sale”), no later than seventy (70) days after the Petition Date, the Bankruptcy Court shall have entered an order approving the Credit Bid Sale (1the “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 Sale Transaction Effective Date has occurred, Bid Deadline shall be no later than no later than sixty-five (265) days after 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 U.S. Liquidation Proceedings, Petition Date; and (3b) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.no later than ninety

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions shall be implemented in accordance with on the Sale Proceeding Milestones and the additional milestones set forth below following timeline (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, eacheach deadline, a “Milestone”): (a) no later than April 14, and2016 at 10:00 a.m. (Eastern Time), collectivelythe Debtors shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, the “MilestonesPetition Date”): a. No ); (b) no later than April 14, 2016, 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 (i) a motion seeking entry of the Interim Cash Collateral Order and the Final Cash Collateral Order; and (ii) a motion seeking to assume this Agreement (the “RSA Assumption Motion”); (d) no later than April 18, 2016, the Bankruptcy Court 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; and (iii) a motion (the “Disclosure Statement and Solicitation Motion”) seeking, among other things, (A) approval of the Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (C) to schedule the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); (f) no later than May 25, 2016, the Bankruptcy Court shall have entered the Final Cash Collateral Order; (g) no later than July 1, 2016, the Bankruptcy Court shall have entered an order authorizing the assumption of this Agreement (the “RSA Assumption Order”); (h) no later than July 1, 2016, (i) 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 188, 20252016, all 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 consummation Effective Date (as set forth in the Plan and the Term Sheet) shall be conditions precedent to the occurrence of the Bridge Facility Effective Date. It is understood and the Parties agree that any parallel proceeding for EXXI and any of its Bermudian affiliates in Bermuda shall have been satisfied or waived 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 terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement DateTerm Sheet. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date shall Debtors may not occur until after 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 (1a) the Sale Transaction Effective Date has occurred, and (2b) the Company Parties provide notice of, and the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) ofof Section 9, the nature, form and scope of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones Debtors may be extended, waived, or modified extend a Milestone with the express prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersMajority Restructuring Support Parties.

Milestones. 4.01. The Company Parties shall implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding following Milestones and (which, to the additional milestones set forth below extent such date (which may including any extension thereof), does not consist of a date certain, shall be extended with the prior written consent, including by email from counsel, calculated under Rule 9006 of the Required Consenting Senior NoteholdersBankruptcy Rules) (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 unless extended in accordance with the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed writing by the Required Consenting Senior Noteholders. Each of Secured Creditors (with email being sufficient): (a) no later than March 22, 2024, the Milestones may Initial DIP Budget shall be extended, waived, or modified with the prior written consent (which may include email from counsel) of in agreed form satisfactory to the Required Consenting Senior Noteholders. The Bid Procedures may Secured Creditors; (b) no later than March 29, 2024, the Plan, Disclosure Statement, Interim DIP Order, the DIP Credit Agreement and the Solicitation Materials shall be amendedin agreed form in accordance with Section 3; (c) no later than March 30, supplemented or modified 2024, solicitation of the Plan shall have commenced; (d) no later than March 31, 2024, the Company Parties shall have commenced Chapter 11 Cases; (e) no later than one (1) calendar day after the Petition Date, the Company Parties shall file with the prior written consent (which may include email from counsel) Bankruptcy Court the Plan, Disclosure Statement and motion seeking entry of the Required Consenting Senior NoteholdersInterim DIP Order; (f) no later than three (3) days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order, (or, if such date cannot be met due solely to 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, (or, if such date cannot be met due solely to availability of the Bankruptcy Court, the next available Business Day); and (i) no later than sixty (60) days 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, the next available Business Day).

Milestones. The Restructuring Transactions Sellers shall be implemented in accordance comply with the Sale Proceeding Milestones and the additional following 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 ” ): (a) no later than August 18, 2025, all conditions the later to occur of (x) the consummation of the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents date hereof and (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 y) two (2) Business Days after calendar days following the APA Execution Dateentry by the Bankruptcy Court of the Modified Bidding Procedures Order, AYR the Sellers shall have commenced provided (i) to the CCAA Proceeding 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 “CCAA Proceeding Commencement Date”); c. Following Ad Hoc Group, steps plan for the Sale Transaction Effective Dateseparation of the Sellers’ operations in Mexico, the U.S. Company Parties may commence a U.S. Liquidation ProceedingPhilippines, as applicable Argentina and the operations of Tupperware Brands Latin America Holdings, LLC from those of the Debtors and Affiliates of the Debtors that are not involved in such operations; (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of an order approving a distribution (after giving effect iii) to the Priority Waterfall) Ad Hoc Group, a list of all proceeds available for distribution the Sellers’ Contracts that, in the CCAA Proceeding by view of Debtors’ management, would be desirable for the CCAA Courtpost-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 Contracts; and (iv) to the Ad Hoc Group, all information reasonably requested to complete an analysis of the regulatory requirements (including pursuant to Foreign Competition Laws) for the Sellers’ operations in the United States, Canada, Mexico, Brazil, Korea, India, Malaysia and such approval shall have become final and non-appealable within ninety China; (90b) no later than five (5) calendar days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts latest to consummate and complete each occur of (i) the date hereof, (ii) the entry of the Liquidation Transactions within ninety-five Modified Bidding Procedures Order and (95iii) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance Purchaser notifying Sellers of doubtsuch determination, the U.S. Liquidation Proceedings Commencement Date Sellers shall not occur until after (1) have provided notice of termination to all employees of the Sale Transaction Effective Date has occurred, (2) Sellers that the Company Parties provide notice of, and the Required Consenting Senior Noteholders have approved (which approval Purchaser determined shall not be unreasonably withheldAcquired Employees; (c) ofno later than November 25, 2024, the nature, Bankruptcy Court shall have entered the Final Cash Collateral Order in form and scope substance acceptable to the Ad Hoc Group; (d) no later than November 25, 2024, the Bankruptcy Court shall have entered the Sale Order; and (e) no later than seven (7) calendar days after the entry of the U.S. Liquidation ProceedingsSale Order, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each closing of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersTransactions shall have occurred.

Milestones. The Restructuring Transactions following milestones shall be implemented in accordance with the Sale Proceeding Milestones and the additional milestones set forth below apply to this Agreement (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 ), which in each case may be waived or extended in writing by the Consenting Stakeholders (electronic mail among counsel is sufficient): (a) no later than August 18December 12, 20252023, all conditions the Debtors and the DIP Secured Parties shall agree on an amended Approved Budget and corresponding amendments to the consummation of DIP Loan Documents; (b) by no later than December 13, 2023 the Bridge Facility Bankruptcy Court shall have been satisfied entered the Disclosure Statement Order, which Disclosure Statement Order shall provide that the date upon which votes to accept or waived in accordance with reject the terms of the Bridge Facility Credit Documents Plan must be submitted shall be no later than January 22, 2024; (as defined below)c) by no later than December 8, 2023, the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR Debtors shall have commenced the CCAA Proceeding sale and marketing process for the Other Amyris Assets; (d) no later than December 20, 2023, the Bankruptcy Court shall have entered the order approving the Other Assets Bidding Procedures (the “CCAA Proceeding Commencement DateOther Assets Bidding Procedures Order”); c. Following provided, that the Sale Transaction Effective DateOther Assets Bidding Procedures Order shall be in form and substance acceptable to the DIP Agent, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA CourtCreditors’ Committee, and such approval the Ad Hoc Group and shall have become final include, without limitation, (x) the date upon which preliminary bids and non-appealable within ninety qualified bids for the Other Amyris Assets shall be submitted, which shall not be later than 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 (90z) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each distribution of 100% of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For Net Proceeds from the Other Amyris Asset Sale Transaction, which shall, for the avoidance of doubt, be subject in all respects to the U.S. Liquidation Proceedings Commencement Date Liens and claims of the DIP Lender and the Foris Prepetition Secured Lenders and shall not occur until after be paid (1I) on the Sale Transaction Plan Effective Date has occurredof the Plan, to fund payment of the Plan Effective Date Funding Amount, (2II) to the Company Parties provide notice of, DIP Lender and/or the Foris Prepetition Secured Lenders in order of priority and applied to the Loans and the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) of, Foris Prepetition Obligations as determined by the nature, form DIP Lenders and scope of the U.S. Liquidation ProceedingsForis Prepetition Secured Lenders in their sole discretion, and (3III) the Wind Down Budget (as defined below) has been agreed any remaining balance, if any, shall be retained by the Required Consenting Senior Noteholders. Each 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 Milestones may be extendedDIP Secured Obligations and Foris Prepetition Obligations, waivedrespectively, or modified in connection with such sale; (e) in the prior written consent (which may include email from counsel) event of a Sale Option under the Plan, an order approving the sale of the Required Consenting Senior Noteholders. The Bid Procedures may be amendedOther Amyris Assets in accordance with Other Amyris Assets Bidding Procedures, supplemented or modified with shall have been entered no later than January 25, 2024; (f) by no later than January 25, 2024, the prior written consent Bankruptcy Court shall have entered the Confirmation Order; and (which may include email from counselg) by no later than February 15, 2024, the Effective Date of the Required Consenting Senior NoteholdersPlan shall have occurred.

Milestones. The Restructuring Transactions Borrower shall be implemented in accordance with achieve each of the Sale Proceeding Milestones and following milestones (as the additional milestones set forth below (which same may be extended from time to time with the prior written consent, including by email from counsel, consent of the Required Consenting Senior Noteholders) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectivelyAgent, the “Milestones”): a. No ), each in a manner and in form and substance satisfactory to the Agent and the Plan Sponsor: (i) Commence the chapter 11 cases no later than August 1814, 20252023 (ii) File with the Bankruptcy Court no later than August 14, all conditions 2023: (a) schedules and statement of financial affairs; (b) an application to retain a claims agent; (c) a motion for orders approving this Agreement on an interim (an “Interim Financing Order”) and final (a “Final Financing Order”) basis; (d) a motion to continue cash management; (e) such other first day papers as may be approved or requested by the Borrower or the Agent; (f) the Plan; (g) the disclosure statement relating to the consummation Plan; (h) a motion seeking entry of the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated an order (the “Bridge Facility Closing DatePrepack 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 no later than August 15, 2023: the Interim Financing Order, the Prepack Scheduling Order and the proceeds of interim order approving the Bridge Facility shall be made available to the Company Parties in accordance NOL Motion. (iv) File with the terms of the Bridge Facility Credit Agreement; b. Within two Bankruptcy Court a motion to retain professionals and an interim compensation motion no later than August 24, 2023. (2v) Business Days after the APA Execution Date, AYR The Bankruptcy Court shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of enter an order approving a distribution the bar date motion no later than August 29, 2023. (after giving effect vi) The Bankruptcy Court shall enter no later than September 14, 2023: the Final Financing Order, an order authorizing the Debtors to assume the Priority WaterfallRestructuring 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 all proceeds available for distribution in claim of no later than October 2, 2023. (viii) The Bankruptcy Court shall enter an order approving the CCAA Proceeding by disclosure statement and the CCAA CourtPlan no later than October 6, and such approval shall have become final and non-appealable within ninety 2023. (90ix) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each Effective Date of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubtPlan shall occur no later than October 13, 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders2023.

Milestones. The Company shall comply, and implement the Restructuring Transactions shall be implemented in accordance accordance, with the Sale Proceeding Milestones and the additional following 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. ) unless extended or waived in writing by the Company Parties and the Required Consenting First Lien Creditors pursuant to the terms hereof: (a) By 11:59 p.m. (prevailing Eastern Time) on October 31, 2020, the Petition Date shall have occurred; (b) On the Petition Date, the Company shall have filed the First Day Pleadings, the Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Combined Motion (if applicable); ​ (c) No later than August 185 calendar days after the Petition Date, 2025the Bankruptcy Court shall have entered the interim Cash Collateral Order; ​ ​ (d) No later than 16 calendar days after the Petition Date, the Bankruptcy Court shall have entered an order conditionally approving the Disclosure Statement; (e) No later than 30 calendar days after the Petition Date, the Bankruptcy Court shall have entered the final Cash Collateral Order; (f) No later than 55 calendar days after the Petition Date, the Bankruptcy Court shall have entered (i) the Confirmation Order or (ii) the Combined Order, if applicable; ​ (g) No later than 59 calendar days after the Petition Date, the Cayman Islands court presiding over the Cayman Proceedings shall have entered all conditions orders and confirmations (i.e., the sealed validation completing the Cayman Proceedings) relating to the consummation of 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 Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated Petition Date (the “Bridge Facility Closing Outside Date”), and the 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 (2) Business Days after the APA Execution Date, AYR Plan Effective Date shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Dateoccurred. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.​

Milestones. 4.01 The Restructuring Transactions following Milestones shall be implemented in accordance with apply to this Agreement: (a) The Company Parties shall have disseminated the Sale Proceeding Milestones Solicitation Materials and thereby commenced solicitation of votes to accept or reject the additional milestones set forth below (which may be extended with the prior written consent, including Plan 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 no later than August 18September 30, 20252020; (b) The Petition Date shall occur by September 30, 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 2020; (as defined below), the Bridge Facility shall have been consummated c) Not later than three (the “Bridge Facility Closing Date”), and the 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 (23) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding Debtors shall have obtained entry by the CCAA Court, and such approval shall have become final and non-appealable within ninety Court of the Interim DIP Order; (90d) Not later than thirty (30) calendar days after the CCAA Proceeding Commencement Petition Date, the Debtors shall have filed with the Court (i) the Plan, and (ii) the Disclosure Statement; (e) Not later than thirty (30) calendar days after the Petition Date, the Debtors shall have filed with the Bankruptcy Court a motion to establish a bar date for filing proofs of claim; e. The Company Parties provided that the foregoing Milestone shall use commercially reasonable efforts to consummate and complete each not apply in the event the Debtors commence the Chapter 11 Cases on a “prepackaged” basis by commencing solicitation of the Liquidation Transactions within ninetyPlan prior to the Petition Date; (f) Not later than thirty (30) calendar days after the Petition Date, the Debtors shall have obtained entry by the Court of the Final DIP Order; provided that the foregoing Milestone shall automatically be extended to forty-five (9545) calendar days after each U.S. Liquidation Proceedings Commencement the Petition Date in the event the Debtors commence the Chapter 11 Cases on a “prepackaged” basis by commencing solicitation of the Plan prior to the Petition Date. For ; provided further, that in no event shall the avoidance foregoing Milestone be later than immediately preceding the hearing on confirmation of doubtthe Plan; (g) Not later than sixty-five (65) calendar days after the Petition Date, the U.S. Liquidation Proceedings Commencement Debtors shall have obtained entry by the Court of the Disclosure Statement Order; (h) Not later than one hundred ten (110) calendar days after the Petition Date, the Debtors shall have obtained entry by the Court of the Confirmation Order; and (i) Not later than December 20, 2020, the Plan Effective Date shall not occur until after (1) the Sale Transaction Effective Date has have 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional following 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 ) shall apply to this Agreement unless extended and/or waived in writing by the Required DIP Lenders and the Company Parties: (a) no later than August 181 Business Day following the TSA Effective Date, 2025, all conditions and in any event prior to the consummation of Petition Date, the Bridge Facility shall have been satisfied or waived Company Parties shall, in accordance with the terms sections 1125 and 1126 of the Bridge Facility Credit Documents Bankruptcy Code, commence solicitation of the votes necessary to approve the Plan and effectuate the Transactions, including by distributing the Plan, Disclosure Statement, and Solicitation Materials to holders of Company Claims/Interests (as defined belowthe “Launch”); (b) no later than 1 day following the Launch, the Bridge Facility Petition Date shall have occurred; (c) within 3 days following the 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 Disclosure Statement Order; (d) no later than 5 Business Days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP/Cash Collateral Order; (e) no later than 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 (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR Plan Effective Date shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The 4.01 During the Agreement Effective Period, the Company Parties shall implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and following milestones (the additional milestones set forth below “Milestones”), as applicable, unless extended or waived in writing (which may be extended with by electronic mail between applicable counsel) by the prior written consent, including by email from counsel, of Company Parties and 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement DateStakeholders. For the avoidance of doubt, nothing in these Milestones shall prevent the U.S. Liquidation Proceedings Commencement Date Debtors from exercising their respective fiduciary duties under applicable Law; provided that the exercise by the Debtors of a fiduciary out shall not occur until after impede the Consenting Stakeholders’ rights to terminate this Agreement pursuant to Section 12: (1a) the Sale Transaction Effective Date has occurredno later than 11:59 p.m. (prevailing Central time) on November 13, (2) 2020, the Company Parties provide notice of, shall have commenced the Chapter 11 Cases in the Bankruptcy Court and shall have filed the Required Consenting Senior Noteholders have approved First Day Pleadings; (which approval shall not be unreasonably withheldb) of, the nature, form and scope of the U.S. Liquidation Proceedings, and no later than three (3) Business Days after the Wind Down Budget Petition Date, the Bankruptcy Court shall have entered the DIP Order on an interim basis; (as defined belowc) has been agreed no later than thirty (30) days after the Petition Date, the Company Parties shall have filed with the Bankruptcy Court the Plan and the Disclosure 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 the Backstop Approval Motion; (e) no later than thirty-five (35) days after the Petition Date, the Bankruptcy 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 shall have entered the Disclosure Statement Order; (g) no later than one hundred and forty (140) days after 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 Required Consenting Senior Noteholders. Each Company Parties over the life of all firm transportation agreements of the Milestones may be extendedCompany Parties, waivedtaken as whole, or modified with the prior written consent (which may include email from counsel) by at least 50% of the Required Consenting Senior Noteholders. The Bid Procedures may be amendedamount of all such fees owed on October 31, supplemented or modified with 2020, as calculated on a PV-10 basis and reducing the prior written consent (which may include email from counsel) future firm transportation average daily demand reservation volumes over the life of all of the Required Consenting Senior Noteholdersfirm transportation agreements of the Company Parties as of October 31, 2020, taken as a whole, by at least 35%.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions on the following timeline (each deadline, a “Milestone”):2 (a) no later than May 22, 2020 at 11:59 p.m. (prevailing Central Time), the Debtors shall be implemented commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court (such filing date, the “Petition Date”); (b) no later than one day after the Petition Date, the Debtors shall file with the Bankruptcy 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 of the Interim DIP Order; (d) no later than 15 days after the Petition Date, the Debtors shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; and (iii) a motion (the “Disclosure Statement and Solicitation Motion”) seeking, among other things, (A) conditional approval of the Disclosure Statement, (B) approval 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) no later than 15 days after the Petition Date, the Debtors shall have filed with the Bankruptcy Court a motion to establish a bar date for filing proofs of claim; (f) no later than 35 days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court of the 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 Sale Proceeding Milestones order approving the Disclosure Statement and Solicitation Motion; (h) no later than 85 days after the additional milestones set forth below (which may be extended with Petition Date, the prior written consent, including Debtors shall have obtained entry by email from counsel, the Bankruptcy Court of the Required Consenting Senior NoteholdersConfirmation Order; and (i) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones”): a. No no later than August 18, 2025, all conditions to 110 days after 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), the Bridge Facility shall have been consummated Petition Date (the “Bridge Facility Closing Outside Date”), and the 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 (2) Business Days after the APA Execution Date, AYR Debtors shall have commenced consummated the CCAA Proceeding transactions contemplated by the Plan (the date of such consummation, the “CCAA Proceeding Commencement Effective Date”); c. Following , it being understood that the Sale Transaction satisfaction or waiver of the conditions 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, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, . Except as applicable (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of an order approving a distribution (after giving effect to the Priority Waterfallset forth in Section 21(c) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Courtthis Agreement, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, extended or modified waived with the express prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersMajority Restructuring Support Parties.

Milestones. The VNR shall implement the Restructuring Transactions shall be implemented on the following timeline (in accordance with the 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, eacheach case, a “Milestone”): (a) VNR shall commence the Chapter 11 Case on or before February 3, and, collectively2017; (b) no later than 20 days after the date of the commencement of the Chapter 11 Case (the “Petition Date”), the “Milestones”): a. No Debtors shall 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 Agreement and the Equity Commitment Agreement; LEGAL_US_W # 88666596.2 (c) no later than August 1850 days after the Petition Date, 2025the Bankruptcy Court shall enter orders approving the Backstop Commitment Agreement and the Equity Commitment Agreement; (d) no later than 65 days after the Petition Date, all conditions to the consummation of Bankruptcy Court shall enter the Bridge Facility DS Order; (e) no later than 125 days after the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (f) no later than 155 days after the Petition Date, the Company shall have been satisfied or waived received all necessary regulatory and other required approvals and consents to consummate the Restructuring in accordance with the terms Agreement, the Plan and Confirmation Order and the effective date of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated Plan (the “Bridge Facility Closing Effective Date”)) shall occur. Notwithstanding the above, and a specific Milestone may be extended or waived with the proceeds express prior written consent 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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, Debtors and the Required Consenting Senior Noteholders have approved Note Holders; provided that (which approval shall i) the Milestone set forth in section (c) may not be unreasonably withheld) of, extended with respect to the nature, form and scope of Equity Commitment Agreement without the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures 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 amended, supplemented or modified with extended beyond 185 days without the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersSecond Lien Note Holders.

Milestones. The HCR Entities shall implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and following milestones (the additional milestones set forth below (which “Milestones”); provided that the HCR Entities may be extended extend a Milestone only with the express prior written consent, including by email from counsel, consent of the Required Consenting Senior Noteholders: (a) The HCR Entities shall commence the Chapter 11 Cases by filing voluntary petitions under chapter 11 of the Bankruptcy Code with the Bankruptcy Court no later than July 12, 2020 (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “MilestonePetition Date”, and, collectively, the “Milestones”): a. ). (b) No later than August 18, 2025, all conditions to the consummation of date that is five (5) days following the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence Bankruptcy Court shall enter the Interim DIP Order approving the DIP Facilities on an interim basis, subject to compliance with Section 3 hereof. (c) No later than the date that is fourteen (14) days following the Petition Date, the HCR Entities shall file the Plan, the Disclosure Statement, the related Solicitation Materials and the motion seeking entry of the 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 U.S. Liquidation Proceedingfinal basis, as applicable each subject to compliance with Section 3 hereof. (e) No later than the “U.S. Liquidation Proceedings Commencement date that is forty-five (45) days following the Petition Date”); d. Entry of an order , the Bankruptcy Court shall enter (i) the Backstop Order approving a distribution (after giving effect to the Priority Waterfall) of all proceeds available for distribution in the CCAA Proceeding by the CCAA CourtBackstop Purchase Agreement and other Backstop Documents, and such approval (ii) the Solicitation Order approving the Solicitation Materials and Rights Offering Procedures, each subject to compliance with Section 3 hereof. (f) No later than the date that is seventy-five (75) days following the Petition Date, the Bankruptcy Court shall have become final and non-appealable within enter the Confirmation Order, which order shall be subject to compliance with Section 3 hereof. (g) No later than the date that is ninety (90) days after following the CCAA Proceeding Commencement Petition Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each , the effective date of the Liquidation Transactions within ninety-five Plan (95the “Effective Date”) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholdersoccur.

Milestones. The Restructuring Transactions Company shall meet the following milestones: 1. The Company shall enter into the Plan with the 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 “Underwritten Offering”) in an aggregate amount equal to or greater than $2,500,000 at a price per share equal to the higher of $0.25 and 30% discount to the 30-day VWAP on the date of the Underwritten Offering (in 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 achieve, the Company shall issue _________ shares of the Common Stock to the Purchaser on the date that 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 implemented in accordance with adjusted to the Sale Proceeding Milestones and quotient equal to the additional milestones set forth below (which may be extended with the prior written consent, including by email from counsel, i) original principal amount of the Required Consenting Senior NoteholdersDebenture, divided by (ii) (a) 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 shares of Common Stock issuable pursuant to the consummation of the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents Debenture plus (as defined below), b) the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the proceeds shares 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 Common Stock issued for distribution in the CCAA Proceeding milestones not achieved by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersCompany.

Milestones. The Restructuring Transactions shall be implemented in accordance with If for either Year 1 or Year 2, the Sale Proceeding Milestones and Year 1 Net Revenue Payment or the additional 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 (which may be extended with the prior written consent, including by email from counsel, of the Required Consenting Senior Noteholders“Milestones”) shall earn a payment (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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing DateMilestone Payment”), in 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 proceeds “Year 2 Milestone Payment” shall equal the aggregate amount of the Bridge Facility 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 Company Parties in accordance with the terms of the Bridge Facility Credit Agreement; b. Within two (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Courtconnection with, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of assist in the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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) deployment of, the nature, form and scope of the U.S. Liquidation Proceedings, [***] and (3B) in the Wind Down Budget 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 (as defined beloweach, 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 been agreed by made available in the Required Consenting Senior Noteholders. Each English language (with localization support) a Market Ready [***] (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 [***] first generally available to the public, of the Milestones may be extended, waived, or modified with the prior written consent five percent (which may include email from counsel5%) of the Required Consenting Senior Noteholders. The Bid Procedures may Maximum Deferred Merger Consideration; provided, that (A) Parent will be amendedrequired to provide its reasonable cooperation to the Company in connection with, supplemented and use commercially reasonable efforts to assist in the deployment of, [***] and (B) in the event that, no later than March 31, 2015, Parent has provided to the Business application platform interfaces for any of the Included 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 modified with 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 prior written consent 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 may include email from counselsuch initial distribution occurred, of five percent (5%) of the Required Consenting Senior NoteholdersMaximum 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 Restructuring Transactions Borrower shall be implemented in accordance strictly comply with the Sale Proceeding Milestones and the additional following 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 ); provided that the dates for compliance may be extended by the written approval of the Administrative Agent, or, if extended by more than August three (3) Business Days, the written approval of the Majority Lenders (in each case, such written approval may be by electronic mail): (a) Borrower shall have established December 14, 2020 as the 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 have delivered to the Administrative Agent a summary report, in a reasonable level of detail, of all Bids received. (c) On or prior to December 18, 20252020, all conditions the Borrower shall deliver to the consummation of Administrative Agent a comprehensive restructuring and capitalization term sheet for the Bridge Facility shall have been satisfied or waived in accordance with Parent and its Subsidiaries as an alternative to a Sale (the “Restructuring Plan”). (d) If the terms of the Bridge Facility Credit Documents 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 defined below)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 December 23, 2020 (December 23rd, or such later date on which such notice is provided, the Bridge Facility shall have been consummated (the “Bridge Facility Closing Notice Date”), deliver to the Administrative Agent and the proceeds Required Lenders a draft Restructuring Support Agreement (“Restructure RSA”); (2) On or prior to the 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 Restructure RSA on terms satisfactory to each of such parties in their sole discretion; (3) 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 Bridge Facility shall be made available to Bankruptcy Code in U.S. Bankruptcy Court for the Company Parties in accordance with Southern District of Texas (a “Chapter 11 Petition”). (e) If the terms of the Bridge Facility Credit Agreement; b. Within two Restructuring Plan are not 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 Notice Date, delivery to the Administrative Agent and the Required Lenders a draft Restructuring Support Agreement (“Sale RSA”); (2) The Borrower shall, on or prior to the expiration of eight (8) Business Days after subsequent to the APA Execution Notice Date, AYR shall have commenced deliver to the CCAA Proceeding Administrative Agent drafts of the proposed Bankruptcy Code Section 363 sale and bid procedures motion, bid procedures, and bid procedures order (the “CCAA Proceeding Commencement Date363 Pleadings”); (3) On or prior to the expiration of fifteen (15) Business Days subsequent to the Notice Date, finalize the terms of: (A) the 363 Pleadings; c. Following and (B) the use of cash collateral and/or debtor-in-possession financing required to pursue the Sale Transaction Effective Datein a Chapter 11 bankruptcy proceeding, with such terms to be acceptable to the 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 the Administrative Agent in its sole discretion to accommodate the credit approval process of the Lenders), the U.S. Company Parties may commence a U.S. Liquidation ProceedingBorrower shall enter into the Sale RSA along with the Loan Parties, as applicable 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 (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of an order approving a distribution (after giving effect 5) On or prior to the Priority Waterfall) expiration of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninetytwenty-five (9525) days after each Business Days subsequent to the Notice Date, file a Chapter 11 Petition in U.S. Liquidation Proceedings Commencement Date. For Bankruptcy Court for the avoidance Southern District 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersTexas.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions on the following timeline (each deadline, a “Milestone”):6 (a) no later than March 12, 2024 at 11:59 p.m. (prevailing Eastern Time), the Debtors shall be implemented in accordance commence the Chapter 11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Sale Proceeding Milestones Bankruptcy Court (such filing date, the “Petition Date”); (b) no later than one calendar day after the Petition Date, the Debtors shall file with the Bankruptcy 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 of the Interim DIP Order; (d) no later than 14 calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court a motion seeking entry of an order setting a date as the 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 additional milestones set forth below “Bar Date Order”); (which e) no later than 35 calendar days after the Petition Date, the Debtors shall have obtained entry by the Bankruptcy Court of the Final DIP Order; (f) no later than 45 calendar days after the Petition Date, the Debtors shall file with the Bankruptcy Court a motion seeking rejection of the Rejected Customer Contracts7; (g) no later than 90 calendar days after the Petition Date, the Debtors shall deliver to the Ad Hoc Group an initial draft of their revised long-term business plan; (h) no later than 100 calendar days after 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 prior written consentAd Hoc Group, including by email from counsel, determine that continuing good faith negotiations in respective of any Customer Contract is in the best interest of the Required Consenting Senior NoteholdersDebtors and their Estates9; (i) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones”): a. No 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days 115 calendar days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of an order approving a distribution (after giving effect Debtors shall deliver to the Priority Waterfall) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and nonAd Hoc Group their revised long-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.term business plan;

Milestones. The Restructuring Transactions shall be implemented in accordance Comply with the Sale Proceeding Milestones following milestones (unless extended or waived by the Required Lenders): (a) no later than thirty-five (35) calendar days after the Petition Date, (i) the Bankruptcy Court shall have entered the Final Order, and (ii) the Loan Parties shall have filed the Reorganization Plan and the additional milestones set forth below Disclosure Statement (which may be extended with shall include 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 Valuation Analysis (as defined belowin the Restructuring Support Agreement), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the proceeds of the Bridge Facility which shall be made available acceptable to the Company Parties Required Lenders in accordance their sole and absolute discretion) with the terms of the Bridge Facility Credit Agreement; b. Within two Bankruptcy Court; (2b) Business Days no later than fifty (50) calendar days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Petition Date, the U.S. Company Loan Parties may commence a U.S. Liquidation Proceedingshall have entered into each of Renegotiated Contracts/Leases (as defined in the Restructuring Support Agreement), in form and substance acceptable to the Loan Parties and the Required First Lien Lenders (as applicable defined in the Restructuring Support Agreement); (c) no later than seventy (70) calendar days after the “U.S. Liquidation Proceedings Commencement Petition Date”); d. Entry of , the Bankruptcy Court shall have entered an order approving a distribution (after giving effect the Disclosure Statement in form and substance reasonably acceptable to the Priority Waterfall) of all proceeds available for distribution Loan Parties and the Required First Lien Lenders (as defined in the CCAA Proceeding by Restructuring Support Agreement) and, solely with respect to the CCAA Courteconomic treatment provided on account of the Second Lien Claims (as defined in the Restructuring Support Agreement), and such approval shall have become final and non-appealable within ninety reasonably acceptable to the Required Second Lien Lenders (90as defined in the Restructuring Support Agreement); (d) no later than one hundred fifteen (115) calendar days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Bankruptcy Court shall not occur until after have entered the Confirmation Order (1as defined in the Restructuring Support Agreement) in form and substance acceptable to the Sale Transaction Effective Date has occurred, (2) the Company Loan 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget First Lien Lenders (as defined belowin the Restructuring Support Agreement) has been agreed by and, solely with respect to the economic treatment provided on account of the Second Lien Claims (as defined in the Restructuring Support Agreement), reasonably acceptable to the Required Consenting Senior Noteholders. Each of Second Lien Lenders (as defined in the Milestones may be extendedRestructuring Support Agreement); and (e) no later than one hundred thirty (130) calendar days after the Petition Date, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersPlan Effective Date shall have occurred.

Milestones. The Restructuring Transactions HERO Entities shall be implemented in accordance with implement the Sale Proceeding Milestones transactions contemplated by this Term Sheet and the additional milestones set forth below RSA on the following timeline: • The Debtors shall have commenced the solicitation of votes to accept or reject the Plan for holders of First Lien Claims and for holders of HERO Common Stock on or before May 31, 2016; • The Debtors shall have concluded the solicitation of votes to accept or reject the Plan and 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 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 the Debtors and the Requisite Consenting Lenders by the date that is thirty days after the Petition Date; The Bankruptcy Court shall 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 (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 “MilestonesSpecified Claims”): a. No later than August 18), 2025, all conditions in form and substance reasonably acceptable to the consummation Debtors and the Requisite Consenting Lenders, of on or before July 29, 2016; provided, however, that the Specified Claims shall specifically not include (i) claims of any taxing authorities; (ii) rejection damages claims; or (iii) any claims of the Bridge Facility 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 have not be required to file any proofs of claim unless their applicable employment and/or severance agreements are rejected under the Plan by an order of the Court, which may be the Confirmation Order and such Executive or other employee has not been satisfied or waived in accordance with provided alternative severance compensation pursuant to the terms of the Bridge Facility Credit Documents Plan or another agreement with the Debtors (as defined below)with the consent of the Requisite Consenting Lenders) or the Wind Down Entity; • The Bankruptcy Court shall have entered the Disclosure Statement Order and Confirmation Order by August 2, the Bridge Facility 2016; • The Plan shall have been consummated (the “Bridge Facility Closing Date”)by August 16, and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date2016. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Debtors shall not occur until after (1) use commercially reasonable efforts to obtain the Sale Transaction Effective Date has occurred, (2) earliest possible date for hearing on confirmation of the Company Parties Plan as the Bankruptcy Court may provide notice of, and the Required Consenting Senior Noteholders failure by the Debtors to satisfy any of the conditions set forth in this section entitled “Milestones” shall constitute an “Lender Termination Event” under section 11 of the RSA. Marketing Process: Throughout the Chapter 11 Cases, to the extent sale and purchase agreements for the HERO Entities’ assets have approved (which approval shall not be unreasonably withheld) ofbeen consummated, the nature, form Debtors and scope the other HERO Entities shall continue to market their vessels and residual assets for sale. Pursuant to the terms of the U.S. Liquidation ProceedingsCash Collateral Order, all 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 (3) inclusive of the Wind Down Budget 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 for payment of the Shareholder Supplemental Cash Distribution (as defined below) in the event the class of HERO Common Stock has been agreed by voted to accept the Required Consenting Senior Noteholders. Each of Plan (the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders“Shareholder Supplemental Cash Distribution Reserve”).

Milestones. The Company shall implement the Restructuring Transactions shall be implemented on the following timeline (in accordance with the 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, eacheach case, a “Milestone”): (a) on or before April 3, and, collectively2015, the Company shall commence a solicitation of the Lenders seeking the approval and acceptance of the Plan; (b) on or before April 6, 2015, the Company shall receive the approval and acceptance of the Plan by Lenders collectively constituting the Required Lenders as of such date (the “MilestonesLender Class Acceptance”): a. No ); (c) upon the occurrence of the Lender Class Acceptance, the Company shall commence the Chapter 11 Case on or before April 7, 2015; (d) no later than August 18, 2025, all conditions to the consummation date of the Bridge Facility commencement of the Chapter 11 Case (the “Petition Date”), the Company shall have been satisfied or waived in accordance file with the terms Bankruptcy Court the Plan, the Disclosure Statement, a motion seeking approval of the Bridge DIP Facility Credit Documents (as defined below), and a motion seeking a joint hearing to consider the Bridge Facility shall have been consummated adequacy of the Disclosure Statement, approval of the Company’s prepetition solicitation of the Lenders, and confirmation of the Plan (the “Bridge Facility Closing DateJoint Disclosure Statement and Plan Confirmation Hearing”); (e) no later than 5 business days after the Petition Date, the Bankruptcy Court shall enter a final order scheduling the Joint Disclosure Statement and Plan Confirmation Hearing; (f) no later than 5 business days after the proceeds of Petition Date, the Bridge Facility Bankruptcy Court shall be made available enter the Interim Financing Order in a form acceptable to the Company Parties and the Majority Consenting Lenders in accordance their sole discretion, authorizing the Company to enter into a post-petition credit facility consistent with the terms DIP Term Sheet (the “DIP Facility”) and use cash collateral, and scheduling a final hearing with respect to such matters; (g) no later than 35 days after the 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 Bridge Facility Credit Agreement; b. Within two Disclosure Statement and the Company’s prepetition solicitation of the Lenders and (2) Business Days after confirming the APA Execution Date, AYR shall have commenced the CCAA Proceeding Plan (the “CCAA Proceeding Commencement DateConfirmation Order”); c. Following and (j) no later than 75 days after the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable effective date of the Plan (the “U.S. Liquidation Proceedings Commencement Consummation Date”); d. Entry of an order approving ) shall occur. Notwithstanding the above, a distribution (after giving effect to the Priority Waterfall) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones specific Milestone may be extended, waived, extended or modified waived with the express prior written consent (which may include email from counsel) of both the Required Company and the Majority Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersLenders.

Milestones. The On and after the Support Effective Date, the Company shall use commercially reasonable efforts to implement the Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional milestones set forth below 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 with by the prior written consentCompany and the Lender Counsel. For the avoidance of doubt, including by email nothing in these Milestones shall prevent the Debtors from counselexercising their respective fiduciary duties under applicable law, subject to the right of the Required Consenting Senior NoteholdersLenders under Section 5(b) hereof: (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, the “Milestones”): a. No a) no later than August 18, 2025, all conditions to 11:59 p.m. (prevailing Eastern time) on 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 date that is two (2) Business Days days after the APA Execution Support Effective Date, AYR the Company Parties shall have commenced the CCAA Proceeding Chapter 11 Cases in the Bankruptcy Court (the “CCAA Proceeding Commencement Petition Date”); c. Following ; (b) no later than five (5) days after the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation ProceedingBankruptcy Court shall have entered the DIP Order on an interim basis, as applicable which DIP Order shall be in the form and substance acceptable to the 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 “U.S. Liquidation Proceedings Commencement DateBidding Procedures”); d. Entry of an order approving a distribution ) (after giving effect which Bidding Procedures shall be in form and substance reasonably acceptable to the Priority WaterfallRequisite Consenting Lenders) of all proceeds available for distribution and (ii) the DIP Order on a final basis (which DIP Order shall be in form and substance acceptable to the CCAA Proceeding by Requisite Consenting Lenders); (d) no later than 11:59 p.m. (prevailing Eastern time) the CCAA Courtdate that is thirty-five (35) days after the Petition Dateon [January 8, 2021], the Company Parties shall have filed an Acceptable Plan, Disclosure Statement, and such approval a motion to approve the Disclosure Statement, each of which shall have become final be in form and non-appealable within substance reasonably acceptable to the Requisite Consenting Lenders; (e) no later than ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties Petition Date11:59 p.m. (prevailing Eastern time) on [February 22, 2021], (i) the hearing to approve the Disclosure Statement shall use commercially reasonable efforts have occurred and (ii) the 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 consummate the Requisite Consenting Lenders; (f) no later than one hundred fifty (150) 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 complete each (ii) confirmation of the Liquidation Transactions Plan or (y) another Acceptable Plan, and within ninety-five two (952) 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 each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubtPetition Date11:59 p.m. (prevailing Eastern time) on [April 30, 2021], (i) the U.S. Liquidation Proceedings Commencement Acquisition shall have closed and (ii) the Plan Effective Date shall not occur until after (1) the Sale Transaction Effective Date has have 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The Restructuring Transactions no later than May 6, 2016, the Chaparral Parties shall be implemented in accordance commence the Chapter 11 Cases by filing bankruptcy petitions with the Sale Proceeding Milestones and the additional milestones set forth below Bankruptcy Court (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, collectivelysuch filing date, 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Petition Date”); c. Following within one (1) calendar day after the Sale Transaction Effective Petition Date, the U.S. Company Chaparral Parties may commence shall file with the Bankruptcy Court a U.S. Liquidation Proceeding, as applicable motion seeking to assume this Agreement (the “U.S. Liquidation Proceedings Commencement DateRSA Assumption Motion”); d. Entry within one (1) Business Day after the Petition Date, the Chaparral Parties shall file with the Bankruptcy Court a motion seeking entry of an order approving a distribution (after giving effect to the Priority Waterfall) of all proceeds available for distribution in Interim Cash Collateral Order [and the CCAA Proceeding by Final Cash Collateral Order]; no later than May 11, 2016, the CCAA Court, and such approval Bankruptcy Court shall have become final and non-appealable within ninety (90) days after entered the CCAA Proceeding Commencement DateInterim Cash Collateral Order; e. The Company no later than May 13, 2016, the Chaparral Parties shall use commercially reasonable efforts to consummate and complete each of file with the Liquidation Transactions within ninety-five Bankruptcy Court the Plan (95) days after each U.S. Liquidation Proceedings Commencement Date. For which Plan shall, for the avoidance of doubt, specify a “consensual” and “non-consensual treatment” of the U.S. Liquidation Proceedings Commencement Date Revolving Loan Claims in a manner acceptable to the Company and Required Consenting Noteholders); no later than May 20, 2016, the Chaparral Parties shall not occur until after file with the Bankruptcy Court: (1i) the Sale Transaction Effective Date has occurredDisclosure Statement; and (ii) a motion (the “Disclosure Statement and Solicitation Motion”) seeking, among other things, (2A) approval of the Company Parties provide notice ofDisclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) of, Plan and for filing objections to the nature, form and scope of the U.S. Liquidation ProceedingsPlan, and (C) to schedule the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); no later than May 2330, 2016, the Bankruptcy Court shall have entered an order authorizing the assumption of this Agreement (the “RSA Assumption Order”); no later than June 2428, 2016, (i) the Bankruptcy Court shall have entered the Final Cash Collateral Order and an order approving the Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion and (ii) no later than three (3) Business Days after entry of the Wind Down Budget (as defined below) has been agreed 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; 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 Required Consenting Senior NoteholdersPlan (the date of such consummation, the “Plan Effective Date”). Each of Exhibit A to the Milestones may be extended, waived, or modified with Restructuring Support Agreement Exhibit B to the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.Restructuring Support Agreement

Milestones. The VNR shall implement the Restructuring Transactions shall be implemented on the following timeline (in accordance with the 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, eacheach case, a “Milestone”): (a) VNR shall commence the Chapter 11 Case on or before February 3, and, collectively2017; (b) no later than 20 days after the date of the commencement of the Chapter 11 Case (the “Petition Date”), the “Milestones”): a. No Debtors shall 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 Agreement and the Equity Commitment Agreement; (c) no later than August 1850 days after the Petition Date, 2025the Bankruptcy Court shall enter orders approving the Backstop Commitment Agreement and the Equity Commitment Agreement; (d) no later than 65 days after the Petition Date, all conditions to the consummation of Bankruptcy Court shall enter the Bridge Facility DS Order; (e) no later than 125 days after the Petition Date, the Bankruptcy Court shall enter the Confirmation Order; and (f) no later than 155 days after the Petition Date, the Company shall have been satisfied or waived received all necessary regulatory and other required approvals and consents to consummate the Restructuring in accordance with the terms Agreement, the Plan and Confirmation Order and the effective date of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated Plan (the “Bridge Facility Closing Effective Date”)) shall occur. Notwithstanding the above, and a specific Milestone may be extended or waived with the proceeds express prior written consent 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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, Debtors and the Required Consenting Senior Noteholders have approved Note Holders; provided that (which approval shall i) the Milestone set forth in section (c) may not be unreasonably withheld) of, extended with respect to the nature, form and scope of Equity Commitment Agreement without the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures 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 amended, supplemented or modified with extended beyond 185 days without the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersSecond Lien Note Holders.

Milestones. The As provided in Section 6, the MACH Gen Entities shall implement the Restructuring Transactions shall be implemented in accordance with on the Sale Proceeding Milestones and the additional milestones set forth below following timeline (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, eacheach deadline, a “Milestone”): 2 The Parties understand and agree that the DIP Credit Agreement shall contain the same economic terms and be consistent with, andand no more restrictive than, collectivelythe 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 Section 3. (a) no later than seven (7) business days following the RSA Effective Date, the 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, the “MilestonesSolicitation Commencement Date”): a. No ); (b) the deadline by which parties eligible to vote on the Plan must vote to accept or reject the Plan (the “Voting Deadline”) shall be no later than August 18twenty (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, 2025the MACH Gen Entities shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court on a date no later than fifteen (15) calendar days after the Voting Deadline (such filing date, all conditions the “Petition Date”); (d) the Petition Date shall have occurred no later than seventy-five (75) calendar days after the RSA Effective Date; (e) 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 Interim Financing Order and the Final Financing Order; and (iv) motions seeking (A) approval of the Disclosure Statement, (B) confirmation of the Plan, and (C) the scheduling of a hearing to consider confirmation of the Plan (the “Confirmation Hearing”); (f) no later than four (4) 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 consummation 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 Bridge Facility shall have been satisfied or waived in accordance with date the terms of Bankruptcy Court enters the Bridge Facility Credit Documents Confirmation Order and (as defined belowii) 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 Bridge Facility MACH Gen Entities shall have been consummated consummate the transactions contemplated by the Plan (the date of such consummation, the “Bridge Facility Closing 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 proceeds satisfaction of the Bridge Facility conditions precedent to the Effective Date (as defined in the New First Lien Credit Agreement) shall be made available conditions precedent to the Company Parties occurrence of the Consummation Date. Notwithstanding anything to the contrary in accordance this Agreement (including Section 30 hereof), a specific Milestone may not be extended or waived except with the terms express prior written consent of the Bridge Facility Credit AgreementMajority Second Lien Holders; b. Within two provided, however, that (2x) Business Days after the APA Execution DateMilestones described in Sub-clauses (d), AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable f) and (the “U.S. Liquidation Proceedings Commencement Date”); d. Entry of an order approving a distribution (after giving effect to the Priority Waterfallg) of all proceeds available for distribution in this Section 4 may not be extended or waived except with the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each express written prior consent of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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, Required First Lien Holders and the Required Consenting Senior Noteholders have approved (which approval shall not be unreasonably withheld) of, the nature, form and scope of the U.S. Liquidation ProceedingsMajority Second Lien Holders, and (3y) the Wind Down Budget Milestone described in Sub-clause (as defined belowh) has been agreed of this Section 4 may not be extended or waived by more than thirty (30) calendar days without the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the express prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersFirst Lien Holders.

Milestones. The Company shall implement the Restructuring Transactions shall be implemented on the following timeline (in accordance with the 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, eacheach case, a “Milestone”): (a) on or before August 6, and2014, collectivelyEBS shall commence a solicitation of the Lenders seeking the approval and acceptance of the Plan; (b) on or before August 6, 2014, EBS shall receive the approval and acceptance of the Plan by Lenders collectively constituting the Required Lenders as of such date (the “Lender Class Acceptance”); (c) upon the occurrence of the Lender Class Acceptance, EBS shall commence the Chapter 11 Case on or before August 6, 2014; (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 “Milestones”): a. No later than August 18Disclosure Statement, 2025, all conditions to the consummation a motion seeking approval of the Bridge DIP Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), and a motion seeking a joint hearing to consider the Bridge Facility shall have been consummated adequacy of the Disclosure Statement, approval of the Company’s prepetition solicitation of the Lenders, and confirmation of the Plan (the “Bridge Facility Closing DateJoint Disclosure Statement and Plan Confirmation Hearing”); (e) no later than 5 business days after the Petition Date, the Bankruptcy Court shall enter a final order scheduling the Joint Disclosure Statement and Plan Confirmation Hearing; (f) no later than 5 business days after the proceeds of Petition Date, the Bridge Facility Bankruptcy Court shall be made available enter the Interim Financing Order in the form annexed hereto or in such other form as is reasonably acceptable to the Company Parties 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 37 days after the Petition Date, the Bankruptcy Court shall enter the Final Financing Order in accordance with a form reasonably acceptable to the terms 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 Bridge Facility Credit Agreement; b. Within two Disclosure Statement and the Company’s prepetition solicitation of the Lenders and (2) Business Days after confirming the APA Execution Date, AYR shall have commenced the CCAA Proceeding Plan (the “CCAA Proceeding Commencement DateConfirmation Order”); c. Following and (j) no later than 60 days after the Sale Transaction Effective Petition Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, as applicable effective date of the Plan (the “U.S. Liquidation Proceedings Commencement Consummation Date”); d. Entry of an order approving ) shall occur. Notwithstanding the above, a distribution (after giving effect to the Priority Waterfall) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones specific Milestone may be extended, waived, extended or modified 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 (which may include email from counselother than EBS) is necessary or advisable to facilitate the consummation of the Required Consenting Senior Noteholders. The Bid Procedures may be amendedRestructuring, supplemented or modified with the prior written consent (which may include email from counsel) then any of the Required Consenting Senior Noteholdersforegoing Milestone dates that falls on or after the date of such decision shall automatically be deferred by 20 business days.

Milestones. The Restructuring Transactions Company shall be implemented comply with each of the following milestones, as applicable, unless otherwise expressly and mutually agreed in accordance with writing among the Sale Proceeding Milestones Company 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 NoteholdersLenders (in each case, with email from counsel being sufficient) (the Sale Proceeding Milestones, together with the milestones set forth subparts (a)–(f) below, each, a “Milestone”, and, collectively, the “Milestones”): a. No later than August 18, 2025, all conditions to the consummation ): (a) commence solicitation of the Bridge Facility shall have been satisfied or waived Plan in accordance with the terms section 1126(b) of the Bridge Facility Credit Documents Bankruptcy ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇ (as defined below)▇) commence the Chapter 11 Cases by no later than March 17, 2020 (the date of such commencement, the Bridge Facility “Petition Date”); (c) no later than one (1) day of the Petition Date, file (i) the Disclosure Statement, (ii) the Plan, votes for which shall have already been consummated solicited, and (iii) a motion seeking entry of an order scheduling a combined hearing with respect to Plan confirmation and Disclosure Statement approval (the “Bridge Facility Closing DatePrepack Scheduling Order”), in each case in form and substance reasonably acceptable to the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, and the 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 Company; (2d) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding no later than five (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (905) days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties , the Bankruptcy Court shall use commercially reasonable efforts have entered (i) the DIP Order on an interim basis and (ii) the Prepack Scheduling Order, in each case subject to consummate court availability and complete each of in form and substance reasonably acceptable to the Liquidation Transactions within ninetyto the Required DIP Lenders, the Required Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, and the Company; (e) no later than thirty-five (9535) days after each U.S. Liquidation Proceedings Commencement the Petition Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Bankruptcy Court shall not occur until after (1) have entered a DIP Order on a final basis, subject to court availability, in form and substance reasonably acceptable to the Sale Transaction Effective Date has occurredRequired DIP Lenders, (2) the Company Parties provide notice ofRequired Consenting New Incremental Lenders, the Required Consenting First Lien Lenders, and the Required Consenting Senior Noteholders have approved Company; (which approval shall not be unreasonably withheldf) ofno later than sixty (60) days after the Petition Date, the natureBankruptcy Court shall have entered the Confirmation Order and an order approving the Disclosure Statement, in each case subject to court availability and in form and scope of substance reasonably acceptable to the U.S. Liquidation ProceedingsRequired DIP Lenders, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extendedNew Incremental Lenders, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amendedFirst Lien Lenders, supplemented or modified with and the prior written consent Company; (which may include email from counselg) of no later than seventy-five (75) days after the Required Consenting Senior NoteholdersPetition Date, the Plan Effective Date shall have occurred.

Milestones. (a) The Restructuring Transactions shall be implemented in accordance with the Sale Proceeding Milestones and the additional following 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) shall apply to this Agreement, 2025, all conditions unless extended or agreed to in writing by counsel to the consummation Debtors and the Required Consenting GenOn Noteholders; provided, that any extension of the Bridge Facility Milestone relating to the Backstop Approval Order shall have been satisfied or waived require the agreement in accordance with writing of counsel to the terms Backstop Parties; provided, further, that any extension of the Bridge Facility Credit Documents (as defined belowMilestones set forth in Sections 4(a)(i), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”iii), (vi), and (viii) shall require the proceeds agreement in writing by counsel to the Required Consenting GAG Noteholders: (i) 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, and the motion to approve the Disclosure Statement; (iii) no later than 15 days after the Petition Date, the Debtors shall file 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 Bridge Facility shall be made available to the Company Parties in accordance with the terms Bankruptcy Court, a hearing on approval of the Bridge Facility Credit Agreement; b. Within two (2) Business Days Disclosure Statement Order and the Notes Offering Approval Order no later than 60 days after the APA Execution Petition Date, AYR and the Bankruptcy Court shall have entered the Disclosure Statement Order and the Notes Offering Approval Order no later than 90 days after the Petition Date; (v) no later than 15 days after entry of the Disclosure Statement Order, the Debtors shall have commenced the CCAA Proceeding solicitation of votes on the Plan; (vi) 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, and the Bankruptcy Court shall have entered the Confirmation Order no later than 150 days after the Petition Date; and (viii) the effective date of the Plan (the “CCAA Proceeding Commencement Plan Effective Date”) shall have occurred no later than the earlier of (a) 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”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The Restructuring Transactions following Milestones shall be implemented apply to this Agreement unless extended or waived in accordance with writing by the Sale Proceeding Milestones Company Parties, the Consenting Investor, and the additional milestones set forth below Required Consenting Noteholders: (which may be extended with a) no later than October 20, 2023, the Company Parties shall commence the Solicitation, and shall not, without the prior written consent, including by email from counsel, consent of the Consenting Investor and the Required Consenting Senior Noteholders, withdraw or modify the Solicitation; (b) no later than one (1) Business Day following the Sale Proceeding Milestonescommencement of the Solicitation, together the Petition Date shall have occurred; (c) no later than one (1) calendar day after the Petition Date, the Debtors shall have filed with the milestones set forth belowBankruptcy Court (i) the Plan; (ii) the Disclosure Statement; (iii) the Solicitation Procedures Motion, each(iv) the DIP Motion, a “Milestone”, and, collectively, and (v) the “Milestones”): a. No Bidding Procedures Motion; (d) 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after following the APA Execution Petition Date, AYR subject to Bankruptcy Court availability, the Bankruptcy Court shall have commenced entered (i) the CCAA Proceeding Interim DIP Order and (ii) the order approving the Solicitation Procedures Motion; (e) no later than fourteen (14) calendar days following the Petition Date, the Bankruptcy 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 shall have entered the Final DIP Order and the Confirmation Order; and (h) no later than sixty (60) calendar days following the Petition Date, (the “CCAA Proceeding Commencement Outside Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval Prepackaged Plan Effective Date shall have become final and non-appealable within ninety occurred; provided, however, that the Outside Date will be automatically extended (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date shall not occur until after (1) the Sale Transaction Effective Date has occurred, (2) without need for further action by the Company Parties provide notice ofor 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; provided, further, that the Outside Date may be further extended by the consent of the Consenting Investor, the Required Consenting Noteholders, and the Required Threshold Consenting Senior Noteholders have approved (which approval shall RCF Lenders, not to be unreasonably withheld) of, if such regulatory approvals are not obtained during the nature, form and scope of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholdersinitial extension period.

Milestones. The Company shall comply, and implement the Restructuring Transactions shall be implemented in accordance accordance, with the Sale Proceeding Milestones and the additional following 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. ) unless extended or waived in writing by the Company Parties and the Required Consenting First Lien Creditors pursuant to the terms hereof: (a) By 11:59 p.m. (prevailing Eastern Time) on October 31, 2020, the Petition Date shall have occurred; (b) On the Petition Date, the Company shall have filed the First Day Pleadings, the Plan, the Disclosure Statement, the Disclosure Statement Motion, and the Combined Motion (if applicable); (c) No later than August 185 calendar days after the Petition Date, 2025the Bankruptcy Court shall have entered the interim Cash Collateral Order; (d) No later than 16 calendar days after the Petition Date, the Bankruptcy Court shall have entered an order conditionally approving the Disclosure Statement; (e) No later than 30 calendar days after the Petition Date, the Bankruptcy Court shall have entered the final Cash Collateral Order; (f) No later than 55 calendar days after the Petition Date, the Bankruptcy Court shall have entered (i) the Confirmation Order or (ii) the Combined Order, if applicable; (g) No later than 59 calendar days after the Petition Date, the Cayman Islands court presiding over the Cayman Proceedings shall have entered all conditions orders and confirmations (i.e., the sealed validation completing the Cayman Proceedings) relating to the consummation of 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 Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated Petition Date (the “Bridge Facility Closing Outside Date”), and the 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 (2) Business Days after the APA Execution Date, AYR Plan Effective Date shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The Restructuring Transactions following Milestones shall be implemented in accordance with the Sale Proceeding Milestones and the additional milestones set forth below (which may be apply to this Agreement unless 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), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding writing by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 in their sole discretion: (a) By no later than one (1) Business Day after the Agreement Effective Date, each Company Party shall have approved commenced a Chapter 11 Case; (which approval shall not be unreasonably withheldb) ofOn the Petition Date, the natureDebtors shall have filed the Plan, Disclosure Statement, First Day Pleadings, and Solicitation Materials; (c) By no later than five (5) days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order in form and scope of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by substance reasonably acceptable to the Required Consenting Senior Noteholders. Each Noteholders and the Company Parties; (d) By no later than five (5) days after the Petition Date, the Bankruptcy Court shall have entered an order (i) conditionally approving the Disclosure Statement and (ii) authorizing the distribution of the Milestones may be extendedSolicitation Materials; (e) By no later than thirty-five (35) days after the Petition Date, waived, or modified with the prior written consent Bankruptcy Court shall have entered (which may include email from counseli) of the Final DIP Order and (ii) the Equity Rights Offering Backstop Commitment Order in form and substance reasonably acceptable to the Required Consenting Senior Noteholders. The Bid Procedures may be amendedNoteholders and the Company Parties; (f) By no later than fifty (50) days after the Petition Date, supplemented or modified with the prior written consent (which may include email from counsel) of Bankruptcy Court shall have entered the Confirmation Order in form and substance reasonably acceptable to the Required Consenting Senior NoteholdersNoteholders and the Company Parties; and (g) By no later than sixty-five (65) days after the Petition Date, the Plan Effective Date shall have occurred.

Milestones. The As provided in and subject to Section 6, the Debtors shall implement the Restructuring Transactions shall be implemented in accordance with on the Sale Proceeding Milestones and the additional milestones set forth below following timeline (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, eacheach deadline, a “Milestone”): (a) no later than December 15, and2015, collectivelythe Debtors shall commence the Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court (such filing date, the “MilestonesPetition Date”): a. No ); (b) on the Petition Date, the Debtors shall file with the Bankruptcy Court a motion seeking entry of the Interim DIP Order and the Final DIP Order; (c) no later than August 18December 17, 20252015, all conditions the Bankruptcy Court shall have entered the Interim DIP Order; (d) no later than January 7, 2016, the Debtors shall file with the Bankruptcy Court a motion to reject executory contracts and set procedures with regard to the consummation determination of rejection damages; (e) no later than January 7, 2016, the Bridge Facility Debtors shall have been satisfied or waived in accordance file with the terms of Bankruptcy Court: (i) the Bridge Facility Credit Documents Plan; (as defined below), ii) the Bridge Facility shall have been consummated Disclosure Statement; and (iii) a motion (the “Bridge Facility Closing Disclosure Statement and Solicitation Motion”) seeking, among other things, (A) approval of the Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (C) to schedule the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); and (iii) a motion seeking to assume this Agreement (the “RSA Assumption Motion”); (f) no later than January 15, 2016, the Bankruptcy Court shall have entered the Final DIP Order; (g) no later than February 12, 2016, (i) the Bankruptcy Court shall have entered (x) an order approving the Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion and (y) an order authorizing the assumption of this Agreement (the “RSA Assumption Order”); and (ii) no later than 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 proceeds satisfaction of the Bridge Facility conditions precedent to the Effective Date (as set forth in the Exit Facility, the Plan, and the Term Sheet) shall be made available conditions precedent to the Company Parties in accordance occurrence of the Effective Date. The Debtors may extend a Milestone with the terms express prior written consent of (i) Second Lien Backstoppers (as defined in the Term Sheet) holding 50.1% or more of the Bridge Facility Credit Agreement; b. Within two Second Lien Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under this Agreement (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement DateMajority Second Lien Backstoppers”); c. Following and (ii) Noteholder Backstoppers holding 50.1% or more of the Sale Transaction Effective Date, the U.S. Company Parties may commence Noteholder Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a U.S. Liquidation Proceeding, as applicable valid transfer under this Agreement (the “U.S. Liquidation Proceedings Commencement DateMajority Noteholder Backstoppers”); d. Entry of an order approving a distribution (after giving effect to the Priority Waterfall) of all proceeds available for distribution in the CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the 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 U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may be extended, waived, or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders.

Milestones. The Restructuring Transactions (a) UTC shall be implemented in accordance with pay to Pluristem the Sale Proceeding Milestones and the additional milestones nonrefundable, non-creditable milestone payments set forth in the table below (which may be extended with the prior written consent, including by email from counsel, within thirty days 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 first achievement of the Bridge Facility shall have been satisfied or waived in accordance with the terms of the Bridge Facility Credit Documents (as defined below), the Bridge Facility shall have been consummated (the “Bridge Facility Closing Date”), and the 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 (2) Business Days after the APA Execution Date, AYR shall have commenced the CCAA Proceeding (the “CCAA Proceeding Commencement Date”); c. Following the Sale Transaction Effective Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval shall have become final and non-appealable within ninety (90) days after the CCAA Proceeding Commencement Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five following events with respect to a Product in the Field: (95i) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date shall not occur until after THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (1ii) the Sale Transaction Effective Date has occurred, THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (2iii) the Company Parties provide notice of, and the Required Consenting Senior Noteholders have approved THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** (which approval shall not be unreasonably withheldb) of, the nature, form and scope of the U.S. Liquidation Proceedings, and (3) the Wind Down Budget (as defined below) has been agreed by the Required Consenting Senior Noteholders. Each of the Milestones may foregoing milestones shall be extended, waived, or modified payable only once. It is further agreed between the Parties that any of the milestone payments set forth above are attributed to Pluristem's development services provided to UTC in connection with the prior achievement of such milestone. (c) Occurrence of the foregoing milestones and payments made on account of the occurrence of the foregoing milestones will not be publicly announced by a Party without the express written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amendedother Party, supplemented unless that announcement or modified with the prior written consent disclosure of such payment is required by Applicable Law. (which may include email from counseld) of the Required Consenting Senior NoteholdersTHE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**

Milestones. The Restructuring Transactions Credit Parties shall cause and ensure that the following actions are completed on a timely basis, in each case subject to court availability and the Final Order: (a) either the completion of the 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 the date that is 75 days after the Petition Date, the Borrowers shall have filed a plan of reorganization and a related disclosure statement that are, in each case, in form and substance reasonably acceptable to the Required Lenders (respectively, 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 indefeasible payment in full in cash of the Loans on the effective date thereof shall be implemented deemed to be an Acceptable Plan of Reorganization; (ii) on or before the date that is 100 days after the Petition Date, the Bankruptcy Court shall have entered an order, in accordance with form and substance reasonably acceptable to the Sale Proceeding Milestones and Required Lenders, approving the additional Acceptable Disclosure Statement; (iii) on or before the 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 Acceptable Plan of Reorganization shall have occurred; (b) the following sale milestones set forth below (which milestones may be extended with the prior written consent, including by email from counsel, fulfilled in lieu of the Required Consenting Senior Noteholders) (the Sale Proceeding Milestones, together with the milestones set forth below, each, a “Milestone”, and, collectively, in clause (a) above: (i) or before the “Milestones”): a. No later than August 18, 2025, all conditions to date that is 75 days after 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), the Bridge Facility shall have been consummated Petition Date (the “Bridge Facility Closing Sale Motion Filing Date”), the Borrowers shall have filed a motion (the “Sale Motion”), in form and substance reasonably satisfactory to the proceeds 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 Bridge Facility 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 made available 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 law) for any and all assets offered for sale by the Company Parties and that any other bids must include sufficient cash purchase price to pay off the Obligations in accordance with cash and in full upon closing; (iii) bids shall be due on or before the terms date that is 25 days after entry of the Bridge Facility Credit Agreement; b. Within two Bidding Procedures Order (2the “Bid Due Date”); (iv) on or before the date that is 10 Business Days after the APA Execution Bid Due Date, AYR the Bankruptcy Court shall have commenced entered an order approving the CCAA Proceeding 363 Sale (the “CCAA Proceeding Commencement DateSale Order”), which Sale Order shall be in form and substance reasonably satisfactory to the Required Lenders; c. Following and (v) on or before the Sale Transaction Effective date that is 25 days after the Bid Due Date, the U.S. Company Parties may commence a U.S. Liquidation Proceeding, 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 CCAA Proceeding by the CCAA Court, and such approval Borrowers shall have become final and non-appealable within ninety consummated the 363 Sale with the winning bidder(s); (90c) on or before the date that is 15 days after the CCAA Proceeding Commencement Petition Date; e. The Company Parties shall use commercially reasonable efforts to consummate and complete each of the Liquidation Transactions within ninety-five (95) days after each U.S. Liquidation Proceedings Commencement Date. For the avoidance of doubt, the U.S. Liquidation Proceedings Commencement Date Borrowers shall not occur until after have contacted for purposes of negotiations (1i) 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 U.S. Liquidation Proceedingsauthorized union representatives seeking modifications with respect to collective bargaining agreements, and (3ii) authorized representatives of retirees seeking modifications with respect to retiree benefits; (d) on or before the Wind Down Budget date that is 90 days from the Petition Date, the Borrowers shall have either (as defined belowi) has been agreed 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 pursuant to section 1113 and/or 1114 of the Bankruptcy Code; provided, that in the case of (i) and (ii) above, the agreements and/or motions shall be in a form and substance reasonably satisfactory to the Required Lenders; and (e) all orders entered by the Required Consenting Senior Noteholders. Each Bankruptcy Court pertaining to the use of cash collateral, and all other pleadings and documents filed by the Milestones may Credit Parties in connection therewith, shall be extended, waived, or modified with in form and substance reasonably satisfactory to the prior written consent (which may include email from counsel) of the Required Consenting Senior Noteholders. The Bid Procedures may be amended, supplemented or modified with the prior written consent (which may include email from counsel) of the Required Consenting Senior NoteholdersLenders.