Common use of OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING Clause in Contracts

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan (the “Management Incentive Plan”) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan (the “Management Incentive Plan”) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan (the “Management Incentive Plan”) that shall provide for 10% of the New Common Stock, on a fully diluted basis, to be issued to management of the Reorganized Debtors after the Effective Date at the discretion of the New Board and on terms to be determined by the New Board (including, without limitation, with respect to allocation, timing and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors structure of such issuance and the Plan SponsorManagement Incentive Plan). For the avoidance of doubt, the The Plan will provide for permit the establishment of the Management Incentive Plan on by the New Board following the Effective Date in a manner acceptable to the Debtors and the Plan SponsorDate. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits benefits, including executive compensation programs shall be in form and substance acceptable to the Debtors and the Required Supporting Creditors. The Debtors and the Required Supporting Creditors shall mutually agree as to (i) the continuation, after the Effective Date, of the Key Employee Incentive Plan Sponsoreffective as of May 6, 2016 (as amended, supplemented or otherwise modified, the “XXXX”), (ii) the Debtors’ wages, compensation, and benefit programs that relate to any “insider” as that term is defined in section 101(31) of the Bankruptcy Code and (iii) the assumption, rejection or other disposition of any of the Debtors’ existing employment agreements for insiders. Wages, compensation and benefit programs programs, other than the XXXX that do not relate to insiders shall be continued after the Effective DateDate and the Supporting Creditors shall support assumption of non-insider employment agreements, in each case unless otherwise agreed by the Debtors and the Plan Sponsor Required Supporting Creditors and subject to the satisfaction and consent of the Plan Sponsor Required Supporting Creditors (such consent not to be unreasonably withheld) following receipt and analysis by the Required Supporting Creditors and their advisors of satisfactory information from the Debtors Company regarding such programs, which information the Debtors Company shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Consenting Creditors and the Backstop Parties shall have been paid in full in accordance with the Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plans, Support Agreement; and implement a new equity-based management incentive plan (the “Management Incentive Plan”n) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors shall have implemented the Restructuring Transactions and the all transactions contemplated in this Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date Term Sheet in a manner acceptable consistent with the Plan Support Agreement, this Plan Term Sheet, and the Plan. Waiver of Conditions Precedent to the Debtors and Plan Effective Date The Debtors, with the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and prior consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt Required Consenting Creditors and analysis of satisfactory information from the Debtors regarding such programsRequisite Backstop Parties, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization may waive any one or more of the Company will not constitute a Change in Control under Conditions Precedent to the applicable employment agreementsPlan Effective Date; provided that any waiver of (i) above shall also require the the prior consent of the Uniti Parties. 362THIS CHAPTER 11 PLAN TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS CHAPTER 11 PLAN TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN SUPPORT AGREEMENT ON THE TERMS DESCRIBED HEREIN AND IN THE PLAN SUPPORT AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Cash-Out Option Between the Agreement Effective Date and the earlier of (i) 90 days after the Agreement Effective Date and (ii) the Plan On the Effective Date, the Reorganized Company Parties shall be entitled to purchase all, but not less than all, of the Debt Claims held by the Consenting Creditors; provided that the purchase price is no less than 80% of the principal amount of such Debt Claims. Equity Rights Offering Pursuant to procedures approved by the Bankruptcy Court, the Debtors will continue all existing management compensation plans, and implement conduct a new equity-based management incentive plan rights offering commencing upon approval at the first day hearing to Holders of FTS Common Interests for Equity Purchase Rights (the “Management Incentive PlanEquity Rights Offering”) on terms and conditions set forth ). To the extent subscribed, New FTS Equity purchased in the term sheet attached hereto as Exhibit C (Equity Rights Offering shall be distributed on the “MIP Term Sheet”) and otherwise acceptable Plan Effective Date pursuant to the Debtors Plan and one or more securities laws exemptions. Use of Cash Collateral Under the Cash Collateral Orders, the Term Loan Lenders and the Plan Sponsor. For Secured Noteholders shall each receive the avoidance following adequate protection: · Adequate protection claims to the extent of doubt, the Plan will provide for the establishment any diminution in value of such parties’ existing collateral that is property of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each estates; · Adequate protection liens on: o unencumbered property of the Debtors’ “first day” or “second day” motions , o on a senior basis, the collateral securing the Term Loan and proposed orders relating to wages, compensationthe Secured Notes that is property of the estates, and benefits shall be o on a junior basis, collateral subject to any other valid and properly perfected liens that is property of the estates; · Payment of the Consenting Creditors’ Restructuring Expenses; · Reporting in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent Required Consenting Noteholders; · The performance of the Plan Sponsor (such consent not Milestones; and · Other adequate protection to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicableagreed. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially Cash Collateral Orders shall also include: (i) a provision regarding the same terms Carve Out as set forth on Exhibit B attached hereto, (ii) compliance with a budget that is acceptable to the Required Consenting Noteholders, (iii) the right to seek additional forms of adequate protection, (iv) five business days’ notice of the Debtors taking any action in support or furtherance of certain restructuring transactions not acceptable to the existing agreementsRequired Consenting Noteholders, upon which the Secured Noteholders may seek to terminate use of cash collateral, (v) effective upon entry of the Interim Cash Collateral Order, waivers of sections 506(c) and 552(b) of the Bankruptcy Code, and the equitable doctrine of marshaling (subject to conforming changes associated with modification under the MIP Term Sheet, including Final Cash Collateral Order solely for the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization period following entry of the Company will not constitute Final Cash Collateral Order), (vi) a Change provision that any payments received as adequate protection shall be free and clear of all liens and claims, (vii) limitations on the use of cash collateral, (viii) the provision that any use of Cash Collateral to make payments to Professional Persons shall be deemed, to the extent of such payments, to be a diminution in Control under value of the applicable employment agreements. 362interests of the Prepetition Secured Parties in property of the Debtors’ estates, (ix) stipulations in respect of the validity of prepetition liens and obligations, and (x) other customary terms and provisions.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Consenting Creditors and the Backstop Parties shall have been paid in full in accordance with the Plan On Support Agreement; and (n) the Debtors shall have implemented the Restructuring Transactions and all transactions contemplated in this Plan Term Sheet in a manner consistent with the Plan Support Agreement, this Plan Term Sheet, and the Plan. Waiver of Conditions Precedent to the Plan Effective Date The Debtors, with the prior consent of the Required Consenting Creditors and the Requisite Backstop Parties, may waive any one or more of the Conditions Precedent to the Plan Effective Date; provided that any waiver of (i) above shall also require the the prior consent of the Uniti Parties. THIS CHAPTER 11 PLAN TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS CHAPTER 11 PLAN TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN SUPPORT AGREEMENT ON THE TERMS DESCRIBED HEREIN AND IN THE PLAN SUPPORT AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES HERETO. CHAPTER 11 PLAN TERM SHEET INTRODUCTION This Chapter 11 Plan Term Sheet (this “Plan Term Sheet”)1 describes the financial restructuring of Windstream Holdings, Inc. (and, together with its debtor subsidiaries, the Reorganized Debtors will continue all existing management compensation plans“Debtors”). This Plan Term Sheet is being agreed to in connection with the Debtors’ and the Consenting Creditors’ entry into that certain Plan Support Agreement, and implement a new equity-based management incentive plan dated as of March 2, 2020 (as may be further amended, supplemented or modified pursuant to the “Management Incentive Plan”) on terms and conditions set forth in thereof, the term sheet Plan Support Agreement”),2 to which this Plan Term Sheet is attached hereto as Exhibit C (A. Pursuant to the “MIP Term Sheet”) and otherwise acceptable to Plan Support Agreement, the Debtors and the Consenting Creditors have agreed to support the transactions contemplated therein and herein. This Plan Sponsor. For Term Sheet does not include a description of all of the avoidance of doubtterms, conditions, and other provisions that are to be contained in the Definitive Documents, which remain subject to negotiation and completion in accordance with the Plan Support Agreement and applicable law. The Definitive Documents will provide for the establishment of the Management Incentive not contain any terms or conditions that are inconsistent with this Plan on the Effective Date in a manner acceptable to the Debtors and Term Sheet or the Plan SponsorSupport Agreement. Employment Obligations Each This Plan Term Sheet incorporates the rules of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms construction as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization section 102 of the Company will not constitute a Change in Control under the applicable employment agreements. 362Bankruptcy Code.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan (the “Management Incentive Plan”) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, unless otherwise specified herein, the Plan will provide for conditions precedent to the establishment of the Management Incentive Plan Restructuring Transactions enumerated above shall apply to each Company Party on an individual basis, and the Effective Date in a manner acceptable for any individual Company Party may occur prior to the Debtors Effective Date of any other individual Company Party, provided that doing so is not otherwise inconsistent with the terms and conditions of this Restructuring Term Sheet or the Plan SponsorRestructuring Support Agreement. Employment Obligations Each Exhibit 1 DIP Term Sheet EXECUTION VERSION XXXXXXX XXXXXXX, INCORPORATED $1,250 MILLION SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN FACILITY TERM SHEET This term sheet (this “DIP Term Sheet”) sets forth the principal terms of a senior secured superpriority debtor-in-possession facility (the Debtors’ “first dayDIP Facility”; the credit agreement evidencing the DIP Facility, the “DIP Credit Agreement” or and, together with the other definitive documents governing the DIP Facility, including the DIP Orders (as herein defined), the “second day” motions and proposed orders relating to wages, compensation, and benefits DIP Documents”; each of which shall be in form and substance consistent with this DIP Term Sheet and otherwise acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate Required DIP Backstop Parties in their sole discretion) to insiders shall be continued after the Effective Date, unless otherwise agreed entered into by the Debtors Borrowers and each of the Plan Sponsor DIP Guarantors (each as defined herein) in connection with their respective cases (the “Chapter 11 Cases”; the debtors and debtors-in-possession thereunder, the “Debtors” and each, a “Debtor”) under chapter 11 of title 11 of the United States Code (the “U.S. Bankruptcy Code”). The DIP Facility will be subject to the satisfaction and consent approval of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth United States Bankruptcy Court in the existing agreements, subject to conforming changes associated Southern District of Texas (the “U.S. Bankruptcy Court”) and consummated in the Chapter 11 Cases in accordance with (i) the MIP DIP Orders and (ii) the other DIP Documents. Capitalized terms used and not defined herein have the meanings as defined in the Restructuring Support Agreement (including the Restructuring Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362) to which this DIP Term Sheet is attached as Exhibit 1.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Governance The new board of directors of Reorganized Windstream (the “New Board”) shall be appointed by Requisite Backstop Parties and the identities of directors on the New Board shall be set forth in the Plan Supplement to the extent known at the time of filing. Corporate governance for Reorganized Windstream and its subsidiaries, including charters, bylaws, operating agreements, or other organization documents, as applicable (the “New Organizational Documents”), shall be consistent with this Plan Term Sheet and section 1123(a)(6) of the Bankruptcy Code and shall be consistent with the terms and conditions to be set forth in a term sheet (the “Governance Term Sheet”) to be mutually agreed by Requisite Backstop Parties on or before March 15, 2020. Exemption from SEC Registration The issuance of all securities under the Plan will be exempt from SEC registration under applicable law. Registration rights, if any, to be provided to the Backstop Parties and the Required Consenting First Lien Creditors will be set forth in the Governance Term Sheet. Employment Obligations Pursuant to the Plan Support Agreement and this Plan Term Sheet, the Consenting Creditors consent to the continuation of the Debtors’ wages, compensation, and benefits programs according to existing terms and practices, including executive compensation programs and any motions in the Bankruptcy Court for approval thereof. On the Plan Effective Date, the Reorganized Debtors will continue shall assume all existing management compensation plansemployment agreements, indemnification agreements, or other agreements entered into with current and former employees as set forth in the Plan Supplement. Indemnification Obligations Consistent with applicable law, all indemnification provisions in place as of the Plan Effective Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and implement other professionals of the Debtors, as applicable, shall survive the effectiveness of the Restructuring Transactions on terms no less favorable to such current and former directors, officers, managers, employees, OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING attorneys, accountants, investment bankers, and other professionals of the Debtors than the indemnification provisions in place prior to the Plan Effective Date. Management Incentive Plan The Parties agree there will be a new equity-based customary management incentive plan plan, the terms of which are under discussion and will be set forth, at the latest, in the Plan Supplement (the “Management Incentive Plan”) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362).

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Indemnification of Prepetition Directors, Officers, Managers, et al. On and as of the Plan On the Effective Date, the Reorganized Debtors Indemnification Provisions will continue all existing management compensation plansbe assumed and irrevocable and will survive the effectiveness of the Plan, and implement a new equity-based management incentive plan (the “Management Incentive Plan”) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, the Plan Reorganized Debtors’ New Organizational Documents will provide for the establishment indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees and agents to the fullest extent permitted by law and at least to the same extent as the organizational documents of each of the Management Incentive Plan respective Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted occurring before the Plan Effective Date. None of the Debtors, or the Reorganized Debtors, as applicable, will amend and/or restate their respective governance documents before or after the Plan Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each amend, augment, terminate, or adversely affect any of the Debtors’ “first day” or “second day” motions the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, equityholders’ or agents’ indemnification rights. Claims of the Debtors The Reorganized Debtors shall retain all rights to commence and proposed orders relating to wagespursue any Causes of Action, compensation, and benefits shall be in form and substance acceptable other than any Causes of Action released by the Debtors pursuant to the Debtors release and exculpation provisions outlined in this Term Sheet. Vesting of Assets Subject to the Restructuring Transactions, on the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors pursuant to sections 1141(b) and the Plan Sponsor and subject to the satisfaction and consent (c) of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis Bankruptcy Code, all assets of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties Debtors’ Estates will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth vest in the existing agreementsReorganized Debtor(s), subject to conforming changes associated with free and clear of all claims, liens, encumbrances, charges, and other interests, except as otherwise provided in the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362Plan.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Conditions Precedent to Restructuring The following shall be conditions to the Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan Date (the “Management Incentive PlanConditions Precedent”): (a) on terms and conditions set forth in the term sheet attached hereto as Exhibit C Bankruptcy Court shall have entered the Confirmation Order, which shall: (the “MIP Term Sheet”i) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to consistent with the Plan Support Agreement; (ii) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan; (iii) decree that the provisions in the Confirmation Order and the Plan Sponsor. Wagesare nonseverable and mutually dependent; (iv) authorize the Debtors, compensation as applicable/necessary, to: (a) implement the Restructuring Transactions, including the Rights Offering; (b) issue the New Common Stock pursuant to the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (c) make all distributions and benefit programs that do not relate to insiders shall be continued after issuances as required under the Effective DatePlan, unless otherwise agreed by the Debtors including cash and the Plan Sponsor New Common Stock; and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheldd) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended any agreements, transactions, and restated employment agreements with senior executives on substantially the same terms sales of property as set forth in the existing agreements, subject to conforming changes associated with the MIP Term SheetPlan Supplement, including the Change New Exit Facility and the Management Incentive Plan; (v) authorize the implementation of the Plan in Control definitions referenced therein. For accordance with its terms; and (vi) provide that, pursuant to section 1146 of the avoidance of doubtBankruptcy Code, the reorganization assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; (b) the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan; (c) the final version of the Company will not constitute a Change Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in Control under the applicable employment agreements. 362a

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Conditions Precedent to Restructuring The following shall be conditions to the Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan Date (the “Management Incentive Conditions Precedent”): (a) the Bankruptcy Court shall have entered the Confirmation Order, which shall be a Final Order; (b) the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements and exhibits to the Plan”, shall have been filed; (c) on terms the Debtors shall have obtained all authorizations, consents and approvals, rulings, or regulatory, governmental, and third party documents that are necessary to implement and effectuate the Plan, and all applicable regulatory or government-imposed waiting periods have expired or been terminated; (d) the New Revolving Exit Facility and the New Revolving Exit Facility Credit Agreement shall be in full force and effect (with all conditions set forth precedent thereto having been satisfied or waived), subject to any applicable post-closing execution and delivery requirements; (e) the New Organizational Documents shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived); (f) all Restructuring Expenses shall have been indefeasibly paid in full; (g) the term sheet attached hereto as Exhibit C (Definitive Documents shall be consistent with the “MIP RSA and this Term Sheet”) Sheet and otherwise acceptable to the Debtors parties thereto consistent with their respective consent and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms approval rights as set forth in the existing agreements, subject to conforming changes associated RSA; (h) the Debtors shall have implemented the Restructuring Transactions and all transactions contemplated in this Term Sheet in a manner consistent with the MIP RSA (and subject to, and in accordance with, the consent rights set forth therein), this Term Sheet, including and the Change in Control definitions referenced therein. For Plan; (i) the avoidance of doubt, the reorganization of RSA shall not have been terminated by the Company will not constitute Parties or the Required Consenting Creditors; (j) all professional fees and expenses of retained professionals approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Plan Effective Date have been placed in a Change in Control under professional fee escrow account pending approval by the applicable employment agreements. 362Bankruptcy Court.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive (f) the Backstop Commitment Agreement Approval Order and Backstop Commitment Agreement shall remain in full force and effect; (g) all professional fees and expenses of retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to pay such fees and expenses after the Plan On Effective Date shall have been placed in a professional fee escrow account pending the Effective DateBankruptcy Court’s approval of such fees and expenses; (h) to the extent invoiced, the Reorganized payment in cash in full of all Restructuring Expenses; (i) the Debtors will continue shall have obtained exit financing in an amount and on terms satisfactory to the Required Consenting Stakeholders (which shall not be withheld in bad faith); (j) the Debtors shall have Minimum Liquidity2 of at least $500 million; (k) the Debtors shall have Total Leverage3 no greater than 2.25x; (l) the Debtors’ PDP PV10 test ratio shall be no less than 1.5x; and (m) the Debtors shall have implemented the Restructuring Transactions and all existing management compensation planstransactions contemplated in this Restructuring Term Sheet in a manner consistent with the RSA, this Restructuring Term Sheet, and implement a new equity-based management incentive plan (the “Management Incentive Plan”) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, if the Minimum Liquidity condition set forth in subsection (j) above, the Total Leverage condition set forth in subsection (k) above, and/or the PDP PV10 ratio set forth in subsection (l) above would not otherwise be satisfied, the Required Plan Sponsors may agree, in their sole discretion, to increase the Rights Offering amount above $600 million on the same terms, including the Rights Offering Value and with an allocation consistent with the Backstop Allocations, in order to enable such conditions to be satisfied, provided that no Backstop Party’s Backstop Commitment may be increased without its consent. Waiver of Conditions Precedent to the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to The Debtors, with the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and prior written consent of the Plan Sponsor Required Consenting Stakeholders (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programswithheld unreasonably), which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization may waive any one or more of the Company will not constitute a Change in Control under Conditions Precedent to the applicable employment agreements. 362Plan Effective Date.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Conditions Precedent to Restructuring The following shall be conditions to the Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan Date (the “Management Incentive Conditions Precedent”): (a) the Bankruptcy Court shall have entered the Confirmation Order, which shall be a Final Order; (b) the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements and exhibits to the Plan”, shall have been filed; (c) on terms the Debtors shall have obtained all authorizations, consents and approvals, rulings, or regulatory, governmental, and third party documents that are necessary to implement and effectuate the Plan, and all applicable regulatory or government-imposed waiting periods have expired or been terminated; (d) the New Revolving Exit Facility and the New Revolving Exit Facility Credit Agreement shall be in full force and effect (with all conditions set forth precedent thereto having been satisfied or waived), subject to any applicable post-closing execution and delivery requirements; (e) the New Organizational Documents shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived); (f) all Restructuring Expenses shall have been indefeasibly paid in full; (g) the term sheet attached hereto as Exhibit C (Definitive Documents shall be consistent with the “MIP RSA and this Term Sheet”) Sheet and otherwise acceptable to the Debtors parties thereto consistent with their respective consent and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms approval rights as set forth in the existing agreementsRSA; (h) the Debtors shall have implemented the Restructuring Transactions, subject to conforming changes associated including the Equity Rights Offering, and all transactions contemplated in this Term Sheet in a manner consistent with the MIP RSA (and subject to, and in accordance with, the consent rights set forth therein), this Term Sheet, including and the Change in Control definitions referenced therein. For Plan; (i) the avoidance RSA shall not have been terminated by the Company Parties or the Required Consenting Creditors; (j) the Debtors shall have obtained final, binding signed documentation reflecting a settlement of doubt, any amounts due (or alleged to be due) under the reorganization Specified Agreements or a renegotiation of the Company will not constitute Specified Agreements, in each case on terms acceptable the Required Consenting Creditors in their sole discretion; and (k) all professional fees and expenses of retained professionals approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Plan Effective Date have been placed in a Change in Control under professional fee escrow account pending approval by the applicable employment agreements. 362Bankruptcy Court.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Governance The new board of directors of Reorganized Windstream (the “New Board”) shall be appointed by Requisite Backstop Parties and the identities of directors on the New Board shall be set forth in the Plan Supplement to the extent known at the time of filing. Corporate governance for Reorganized Windstream and its subsidiaries, including charters, bylaws, operating agreements, or other organization documents, as applicable (the “New Organizational Documents”), shall be consistent with this Plan Term Sheet and section 1123(a)(6) of the Bankruptcy Code and shall be consistent with the terms and conditions to be set forth in a term sheet (the “Governance Term Sheet”) to be mutually agreed by Requisite Backstop Parties on or before March 15, 2020. Exemption from SEC Registration The issuance of all securities under the Plan will be exempt from SEC registration under applicable law. Registration rights, if any, to be provided to the Backstop Parties and the Required Consenting First Lien Creditors will be set forth in the Governance Term Sheet. Employment Obligations Pursuant to the Plan Support Agreement and this Plan Term Sheet, the Consenting Creditors consent to the continuation of the Debtors’ wages, compensation, and benefits programs according to existing terms and practices, including executive compensation programs and any motions in the Bankruptcy Court for approval thereof. On the Plan Effective Date, the Reorganized Debtors will continue shall assume all existing management compensation plansemployment agreements, indemnification agreements, or other agreements entered into with current and former employees as set forth in the Plan Supplement. Indemnification Obligations Consistent with applicable law, all indemnification provisions in place as of the Plan Effective Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and implement other professionals of the Debtors, as applicable, shall survive the effectiveness of the Restructuring Transactions on terms no less favorable to such current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Debtors than the indemnification provisions in place prior to the Plan Effective Date. Management Incentive Plan The Parties agree there will be a new equity-based customary management incentive plan plan, the terms of which are under discussion and will be set forth, at the latest, in the Plan Supplement (the “Management Incentive Plan”) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362).

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Plan Effective Date, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan (the “Management Incentive Plan”). All grants under the Management Incentive Plan shall be determined at the sole discretion of the New Board including, without limitation, with respect to the participants, allocation, timing, and the form and structure of the options, warrants and/or equity compensation to be provided thereunder and taking into account market compensation levels and historical equity compensation structures. Governance The new board of directors of Reorganized Chesapeake (the “New Board”) on shall be appointed in accordance with the terms of the Governance Term Sheet attached hereto as Exhibit 6, and conditions the identities of the New Board shall be set forth in the term sheet attached hereto Plan Supplement to the extent known at the time of Filing. Corporate governance for Reorganized Chesapeake, including charters, bylaws, operating agreements, or other organization documents, as Exhibit C applicable (the “MIP New Organizational Documents”), shall be consistent with this Restructuring Term Sheet”Sheet and section 1123(a)(6) of the Bankruptcy Code and otherwise acceptable shall be in form and substance satisfactory to the Debtors and Required Plan Sponsors. Exemption from SEC Registration The issuance of all securities under the Plan Sponsor(other than securities issued pursuant to the Backstop set forth in the Backstop Commitment Agreement) will be exempt from SEC registration under section 1145 of the Bankruptcy Code to the fullest extent permissible. For the avoidance of doubt, Each Backstop Party that receives securities under the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date be entitled to registration rights and sale support rights with respect to all such securities to be documented in a manner acceptable registration rights agreement in form and substance satisfactory to the Debtors and the Required Plan SponsorSponsors. Employment Obligations Each Pursuant to the RSA and this Restructuring Term Sheet, the Parties consent to the continuation of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits programs according to existing terms and practices, including executive compensation programs and any motions in the Bankruptcy Court for approval thereof. On the Plan Effective Date, the Debtors shall be in form (a) assume all employment agreements, indemnification agreements, or other agreements entered into with current and substance former employees or (b) enter into new agreements with such employees on terms and conditions acceptable to the Debtors Debtor and such employee. Notwithstanding the Plan Sponsor. Wagesforegoing, compensation any employment agreements or other employment-related agreements that provide for any acceleration or enhancement of payments (including severance payments) , vesting, benefits or other rights, in connection with a transaction that constitutes a change in control, change of control or similar concept under such agreements, shall only be assumed if and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent extent that the Debtors’ obtain waivers specifying that the consummation of the Restructuring Transactions shall not trigger any such rights under such agreements. Indemnification Obligations Consistent with applicable law, all indemnification provisions in place as of the Plan Sponsor Effective Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Parties, as applicable, shall be reinstated and remain intact, irrevocable, and shall survive the effectiveness of the Restructuring on terms no less favorable to such consent not current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of the Parties than the indemnification provisions in place prior to be unreasonably withheld) following receipt the Restructuring. Retained Causes of Action The Reorganized Debtors, as applicable, shall retain all rights to commence and analysis pursue any Causes of satisfactory information from Action, other than any Causes of Action that the Debtors regarding such programs, which information have released pursuant to the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended release and restated employment agreements with senior executives on substantially exculpation provisions outlined in this Restructuring Term Sheet and implemented pursuant to the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362Plan.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Cash-Out Option Between the Agreement Effective Date and the earlier of (i) 90 days after the Agreement Effective Date and (ii) the Plan On the Effective Date, the Reorganized Debtors will continue all existing management compensation plansCompany Parties shall be entitled to purchase all, but not less than all, of the Debt Claims held by the Consenting Creditors; provided that the purchase price is no less than 80% of the principal amount of such Debt Claims. Use of Cash Collateral Under the Cash Collateral Orders, the Term Loan Lenders and implement a new equity-based management incentive plan (the “Management Incentive Plan”) on terms and conditions set forth in Secured Noteholders shall each receive the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable following adequate protection: · Adequate protection claims to the Debtors and the Plan Sponsor. For the avoidance extent of doubt, the Plan will provide for the establishment any diminution in value of such parties’ existing collateral that is property of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each estates; · Adequate protection liens on: o unencumbered property of the Debtors’ “first day” or “second day” motions , o on a senior basis, the collateral securing the Term Loans and proposed orders relating to wages, compensationthe Secured Notes that is property of the estates, and benefits shall be o on a junior basis, collateral subject to any other valid and properly perfected liens that is property of the estates; · Payment of the Consenting Creditors’ Restructuring Expenses; · Reporting in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent Required Consenting Creditors; · The performance of the Plan Sponsor (such consent not Milestones; and · Other adequate protection to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicableagreed. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially Cash Collateral Orders shall also include: (i) a provision regarding the same terms Carve Out as set forth on Exhibit B attached hereto, (ii) compliance with a budget that is acceptable to the Required Consenting Creditors, (iii) the right to seek additional forms of adequate protection, (iv) five business days’ notice of the Debtors taking any action in support or furtherance of certain restructuring transactions not acceptable to the existing agreementsRequired Consenting Creditors, upon which the Secured Noteholders may seek to terminate use of cash collateral, (v) effective upon entry of the Interim Cash Collateral Order, waivers of sections 506(c) and 552(b) of the Bankruptcy Code, and the equitable doctrine of marshaling (subject to conforming changes associated with modification under the MIP Term Sheet, including Final Cash Collateral Order solely for the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization period following entry of the Company will not constitute Final Cash Collateral Order), (vi) a Change provision that any payments received as adequate protection shall be free and clear of all liens and claims, (vii) limitations on the use of cash collateral, (viii) the provision that any use of Cash Collateral to make payments to Professional Persons shall be deemed, to the extent of such payments, to be a diminution in Control under value of the applicable employment agreements. 362interests of the Prepetition Secured Parties in property of the Debtors’ estates, (ix) stipulations in respect of the validity of prepetition liens and obligations, and (x) other customary terms and provisions.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive manner consistent in all material respects with the Plan On the Effective DateSupport Agreement, the Reorganized Debtors will continue all existing management compensation plansthis Plan Term Sheet, and implement a new equity-based management incentive plan the Plan; (d) the “Management Incentive Plan”Plan Support Agreement shall remain in full force and effect and shall not have been terminated; (e) on terms the final order approving the DIP Facility shall remain in full force and conditions effect; (f) the Bankruptcy Court shall have entered the BCA Approval Order; (g) the Backstop Commitment Agreement shall remain in full force and effect and shall not have been terminated; (h) the Rights Offering shall have been consummated and shall have been conducted in accordance with the procedures set forth in the term sheet attached hereto as Exhibit C Plan; (i) the “MIP Term Sheet”Uniti Transactions shall have been consummated; (j) and otherwise acceptable the documentation related to the Debtors New Exit Facility shall have been duly executed and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment delivered by all of the Management Incentive Plan on the Effective Date in a manner acceptable Entities that are parties thereto and all conditions precedent (other than any conditions related to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent occurrence of the Plan Sponsor Effective Date) to the effectiveness of the New Exit Facility shall have been satisfied or duly waived in writing in accordance with the terms of each of the New Exit Facility and the closing of the New Exit Facility shall have occurred; (such k) all actions, documents, certificates, and agreements necessary to implement the Plan (including any documents contained in the Plan Supplement) shall have been effected or executed and delivered to the required parties and, to the extent required, filed with the applicable governmental units, in accordance with applicable laws and shall comply with the consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as rights set forth in the existing agreements, subject Plan Support Agreement; (l) all professional fees and expenses of retained professionals that require the Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to conforming changes associated pay such fees and expenses after the Plan Effective Date shall have been placed in a professional fee escrow account pending the Bankruptcy Court’s approval of such fees and expenses; (m) all professional fees and expenses and of the advisors to the Consenting Creditors and the Backstop Parties shall have been paid in full in accordance with the MIP Plan Support Agreement; and (n) the Debtors shall have implemented the Restructuring Transactions and all transactions contemplated in this Plan Term Sheet in a manner consistent with the Plan Support Agreement, this Plan Term Sheet, including and the Change in Control definitions referenced thereinPlan. For Waiver of Conditions Precedent to the avoidance of doubtPlan Effective Date The Debtors, with the reorganization prior consent of the Company will not constitute a Change in Control under Required Consenting Creditors and the applicable employment agreements. 362Requisite Backstop Parties, may waive any one or more of the

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On Conditions Precedent to Restructuring Unless waived in accordance with the provisions of the Plan, the following shall be the conditions to the Effective Date: (a) the Bankruptcy Court shall have entered the Confirmation Order, the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan which shall: (the “Management Incentive Plan”i) on terms and conditions set forth in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsor. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable consistent with the Plan Support Agreement; (ii) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan; (iii) authorize the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions; (b) make all distributions and issuances as required under the Plan; and (d) enter into any agreements, transactions, and sales of property contemplated by the Plan Support Agreement, including the New Debt and Management Incentive Plan; (iv) approve the Secured Creditor Settlement; (v) authorize the implementation of the Plan in accordance with its terms. (b) the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan; (c) the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in a manner consistent in all material respects with any Plan Support Agreement and the Plan; (d) the documentation related to the Debtors New Debt shall have been duly executed and delivered by all of the Plan Sponsor. Wages, compensation Entities that are parties thereto and benefit programs that do not relate all conditions precedent (other than any conditions related to insiders shall be continued after the occurrence of the Effective Date, unless otherwise agreed by ) to the Debtors effectiveness of the New Debt shall have been satisfied or duly waived in writing in accordance with the terms of the New Debt; (e) the closing of the New Revolver and the Plan Sponsor New Term Loan and subject the issuance of the New Secured Notes shall have occurred; (f) the New Warrants Agreements and CVR Agreement shall have been duly executed and delivered by all of the Entities that are parties thereto and all conditions precedent (other than any conditions related to the satisfaction and consent occurrence of the Plan Sponsor (such consent not Effective Date) to be unreasonably withheld) following receipt the effectiveness of the New Warrants Agreements and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors CVR Agreement shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth have been satisfied or duly waived in the existing agreements, subject to conforming changes associated writing in accordance with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362terms thereof;

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Conditions Precedent to Restructuring The following shall be conditions to the Plan On Effective Date (the “Conditions Precedent”): (a) the Bankruptcy Court shall have entered the Confirmation Order; (b) the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein, and all other schedules, documents, supplements and exhibits to the Plan, shall have been filed; (c) the RSA shall not have been terminated; (d) a Termination Event (as defined by the Cash Collateral Orders) shall not have occurred; (e) the Debtors shall have obtained all authorizations, consents and approvals, rulings, or regulatory, governmental, and third party documents that are necessary to implement and effectuate the Plan, and all applicable regulatory or government-imposed waiting periods have expired or been terminated; (f) the New First Lien Credit Agreement Documents, the New Junior Lien Credit Agreement Documents, and the New Revolving Exit Facility shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived), subject to any applicable post-closing execution and delivery requirements; (g) the New Organizational Documents shall be in full force and effect (with all conditions precedent thereto having been satisfied or waived); (h) all Restructuring Expenses shall have been indefeasibly paid in full; (i) all professional fees and expenses of Retained Professionals approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Plan Effective Date, Date have been placed in a Professional Fee Escrow Account pending approval by the Bankruptcy Court; (j) the First Lien Put Backstop Commitment has been provided (if applicable); and (k) the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan (shall satisfy the “Management Incentive Plan”) on terms and Minimum Liquidity Threshold. Waiver of Conditions Precedent to the Plan Effective Date The Debtors may waive any of the conditions to the Plan Effective Date set forth in the term sheet attached hereto as Exhibit C Plan (except for the “MIP Term Sheet”) and otherwise acceptable condition to the Debtors Plan Effective Date set forth therein) at any time, without any notice to any other parties in interest and without any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than a proceeding to confirm the Plan Sponsor. For or consummate the avoidance of doubtPlan, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth First Lien Ad Hoc Group in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362its sole discretion.

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Conditions Precedent to the Plan On Effective Date The occurrence of the Plan Effective Date, Date shall be subject to the Reorganized Debtors will continue all existing management compensation plans, and implement a new equity-based management incentive plan satisfaction of conditions precedent (the “Management Incentive Conditions Precedent to the Plan Effective Date”), including the following: (a) The RSA shall have been executed, shall not have been terminated, and shall remain in full force and effect, and no event or occurrence shall have occurred that, with the passage of time or the giving of notice, would give rise to the right of the Required Ad Hoc Senior Noteholder Parties or the Creditors’ Committee to terminate the RSA. (b) The Debtor shall have implemented the Restructuring Transactions and all transactions contemplated in the RSA (subject to, and in accordance with, the consent rights set forth therein) and the Plan”. (c) on All Professional Fees and Expenses shall have been paid in full in cash in accordance with the terms and conditions set forth in the term sheet attached hereto as Exhibit C RSA. (d) All professional fees and expenses of retained professionals required to be approved by the “MIP Term Sheet”) Bankruptcy Court shall be paid in full or amounts sufficient to pay such fees and otherwise acceptable to the Debtors and expenses in full after the Plan Sponsor. For the avoidance of doubtEffective Date shall be placed in a professional fee escrow account as set forth in, and in accordance with, the Plan will provide for Plan. (e) All Claims asserted by the establishment of the Management Incentive Plan on the Effective Date Internal Revenue Service shall have been resolved in a manner acceptable to the Debtors Required Ad Hoc Senior Noteholder Parties and the Creditors’ Committee or estimated by the Bankruptcy Court for the purpose of Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance distributions at an amount acceptable to the Debtors Required Ad Hoc Senior Noteholder Parties and the Plan SponsorCreditors’ Committee. Wages(f) The Debtor shall have obtained all authorizations, compensation consents, regulatory approvals, rulings, or documents that are necessary to implement and benefit programs that do not relate to insiders shall be continued after effectuate the Effective Date, unless otherwise agreed Plan. (g) All documents contemplated by the Debtors RSA to be executed and delivered on or before the Plan Effective Date shall have been executed and delivered. (h) The final version of each of the Plan, the Definitive Documents, and all documents contained in any supplement to the Plan (including the Plan Supplement), including in each case all of the schedules, documents, and exhibits contained therein, shall have been filed in a manner consistent in all material respects with the RSA, this Term Sheet, and the Plan. (i) The Confirmation Order shall have become a final and non-appealable order, which shall not have been stayed, reversed, vacated, amended, supplemented, or otherwise modified. Waiver of Conditions Precedent to Plan Sponsor and subject to Effective Date The Debtor, solely with the satisfaction and prior written consent of the Required Ad Hoc Senior Noteholder Parties and the Creditor’s Committee, may waive any one or more of the Conditions Precedent to the Plan Sponsor Effective Date. Exemption from SEC Registration The issuance of all securities under the Definitive Documents will be exempt from SEC registration under section 1145 of the Bankruptcy Code (the “Section 1145 Exemption”) to the fullest extent permissible. If the Section 1145 Exemption is not available, such consent not securities are expected to be unreasonably withheldissued in reliance upon the exemptions provided by section 4(a)(2) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control Securities Act (or another applicable exemption under the applicable employment agreements. 362Securities Act).

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. New Common Stock issued pursuant to the exercise of the Series B Warrants will be subject to dilution of up to: (i) an uncapped amount by shares of New Common Stock issued pursuant to the CVR Agreement; and (ii) ten percent (10%) by shares of New Common Stock issued pursuant to the Management Incentive Plan. New Common Stock issued pursuant to the Management Incentive Plan On shall not be subject to any dilution. Professional Fees and Expenses Allocation The following Allowed Professional Fee Claims and Restructuring Expenses shall be paid from the cash on hand at the HoldCos on the Effective Date, : (i) one hundred percent (100%) of Allowed Professional Fee Claims for estate professionals (i) retained by the Reorganized Debtors will continue all existing management compensation plansHoldCos’ Disinterested Directors and Managers, and implement (ii) retained by the Debtors exclusively for the benefit of the HoldCos; provided, that such Allowed Professional Fee Claims shall be paid (a) first from any cash on hand on the Effective Date of the Debtor that retained such professional, (b) second, to the extent of any remaining unsatisfied Allowed Professional Fee Claims, from any cash on hand on the Effective Date of any other Debtor that was a new equityco-based management incentive plan obligor of the HoldCo Senior Notes issued by the Debtor that retained such professionals, and (c) third, to the “Management Incentive Plan”extent of any remaining unsatisfied Allowed Professional Fee Claims, pro rata from the cash on hand on the Effective Date of any other HoldCos; (ii) one hundred percent (100%) of the Restructuring Expenses of the HoldCo Creditor Ad Hoc Group; provided that such expenses shall be paid pro rata from cash on terms hand on the Effective Date at Envision and conditions set forth ICF; and (iii) twenty-three percent (23%) of (i) Allowed Professional Fee Claims for estate professionals retained by the Debtors (other than any estate professionals for which the Xxxxxxx Debtors are solely responsible for payment), and (ii) Allowed Professional Fee Claims for professionals retained by any official committee appointed in the term sheet attached hereto as Exhibit C (Chapter 11 Cases; provided that such expenses shall be paid pro rata from cash on hand on the “MIP Term Sheet”) and otherwise acceptable to Effective Date of the Debtors and the Plan SponsorHoldCos. For the avoidance of doubt, no other professional fees and expenses shall be paid from cash on hand at the Plan will provide for HoldCos. For purposes of determining any “pro rata” payment of Allowed Professional Fee Claims and Restructuring Expenses from cash on hand at the establishment HoldCos on the Effective Date, (i) payment shall be allocated based on the amount of the Management Incentive Plan cash on hand at each applicable HoldCo on the Effective Date in a manner acceptable to and (ii) such cash on the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” or “second day” motions and proposed orders relating to wages, compensation, and benefits shall be in form and substance acceptable to the Debtors and the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by the Debtors and the Plan Sponsor and subject to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362Effective

OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING. Management Incentive Plan On the Effective DateInsurance The Debtors shall continue to satisfy their surety bonds and insurance policies in full (including any D&O Liability Insurance Policies, the Reorganized Debtors will including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) and continue all existing management compensation plans, and implement a new equity-based management incentive plan (the “Management Incentive Plan”) on terms and conditions set forth such programs in the term sheet attached hereto as Exhibit C (the “MIP Term Sheet”) and otherwise acceptable to the Debtors and the Plan Sponsorordinary course of business. For the avoidance of doubt, the Plan will provide for the establishment of the Management Incentive Plan on the Effective Date in a manner acceptable to the Debtors and the Plan Sponsor. Employment Obligations Each of the Debtors’ “first day” surety bonds and insurance policies, and any agreements, documents, or “second day” motions instruments relating thereto shall be treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, on the Plan Effective Date: (a) the Debtors shall be deemed to have assumed all such surety bonds and proposed orders insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims; and (b) such surety bonds and insurance policies and any agreements, documents, or instruments relating thereto shall revest in the applicable Reorganized Debtor(s). D&O Insurance Each D&O Liability Insurance Policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) shall be deemed assumed without the need for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Plan Effective Date, pursuant to section 365 of the Bankruptcy Code. The Debtors or the Reorganized Debtors, as applicable, shall not terminate or otherwise reduce the coverage under any D&O Liability Insurance Policy (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto) in effect prior to the Plan Effective Date, and any current and former directors, officers, managers, and employees of the Debtors who served in such capacity at any time before or after the Plan Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such directors, officers, managers, and employees remain in such positions after the Plan Effective Date. Employment Obligations Except as provided herein, including with respect to “Employment Agreements”, all employee wages, compensation, benefit, and benefits incentive programs in place as of the Plan Effective Date with the Company Parties shall be assumed, or assumed and amended on terms no less favorable than the terms that were in form place on the Plan Effective Date, by Reorganized Debtors and substance shall remain in place as of the Plan Effective Date, and Reorganized Debtors will continue to honor such agreements, arrangements, programs, and plans in each case other than with respect to any programs with respect to Interests (such as stock, options, warrants, or RSUs, each of which shall be deemed to be no longer valid, binding, or effective with respect to the Reorganized Debtors). Notwithstanding the foregoing, pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Plan Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law. Executive Employment Agreements The Executives and the First Lien Ad Hoc Group shall in good faith negotiate new or amended employment agreements, the terms and conditions of which shall be reasonably acceptable to the Debtors Company and acceptable to each Executive and the First Lien Ad Hoc Group; provided that in conjunction with any agreement executed on the Plan Sponsor. Wages, compensation and benefit programs that do not relate to insiders shall be continued after the Effective Date, unless otherwise agreed by such executive shall waive any change of control bonuses to which they would be entitled under their existing employment agreements; provided further that if an agreement is not reached, the Debtors and the Plan Sponsor and subject relevant Executive shall be entitled to the satisfaction and consent of the Plan Sponsor (such consent not to be unreasonably withheld) following receipt and analysis of satisfactory information from the Debtors regarding such programs, which information the Debtors shall provide as promptly as practicable. The Company Parties will enter into amended and restated employment agreements with senior executives on substantially the same terms as severance payment set forth in the existing agreements, subject to conforming changes associated with the MIP Term Sheet, including the Change in Control definitions referenced therein. For the avoidance of doubt, the reorganization of the Company will not constitute a Change in Control under the applicable employment agreements. 362his current Employment Agreement.