Common use of Definitive Documentation Clause in Contracts

Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) the interim (the “Interim DIP Order”) and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transaction (collectively, the “Definitive DocumentationDocuments”) governing shall consist of this Agreement and each of the Restructuring shall include: following documents: (ai) the Plan (and all schedules, exhibits and supplements theretoto the Plan); ; (bii) the order approving Disclosure Statement and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with other solicitation materials in respect to of the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (such materials, collectively, the “Solicitation Materials”); ; (eiii) the order of the Bankruptcy Court (x) confirming the Plan, (y) approving the Disclosure Statement and the Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code and (z) approving the prepetition and/or postpetition solicitation of the Plan (the “DS Confirmation Order”); ; (fiv) all other documents that are contained in any supplements filed in connection with the Plan (collectively, the “Plan Supplement”); (1) the interim order or orders authorizing the use of cash collateral and the DIP Facility (the each, an “Interim DIP Order”) and (2) the final (the “Final DIP Order”) order or orders authorizing the use of cash collateral and/or and the entry into debtor in possession financing; DIP Facility (geach, a “Final DIP Order” and together with each Interim DIP Order, collectively, the “DIP Orders”); (vi) any credit agreement for the post-petition debtor-in-possession financing credit agreement (the “DIP FacilityCredit Agreement”) for the DIP Facility to be entered into in accordance with the DIP Orders by the Company Parties, Wilmington Trust, National Association, as administrative agent, and the lenders party thereto, including any amendments, modifications, supplements thereto, and together with any related notes, certificates, agreements, security agreements, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection therewith (together with the DIP Credit Agreement, collectively, the “DIP Loan Documents”); (vii) the agreements memorializing any exit financing facilities, including any amendments, modifications, supplements thereto, and together with any related notes, certificates, agreements, intercreditor agreements, security agreements, documents, and instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection with any exit financing (collectively, the “Exit Financing Documents”); (viii) any documents relating to the formation, organization or governance of any Company Party or the rights of holders or interests, directly or indirectly, in any Company Party (collectively, the “Governance Documents”); and (hix) the Backstop Commitment Agreement; Hedge Party Restructuring Support Agreement dated as of October 26, 2018 (iincluding all exhibits and schedules attached thereto, as each may be amended, restated, supplemented, or otherwise modified from time to time, the “Hedge RSA”) by and between the order approving Company Parties and the entry into the Backstop Commitment Agreement; Hedge Parties (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified as defined in the foregoing sentence Hedge RSA), in their capacities as holders of claims arising under or related to the Debtors’ prepetition hedging and/or swaps program (ithe “Hedge Obligations”), including any market-to-market liability outstanding as of the Petition Date or any net claims arising out of any termination thereof on or prior to the Petition Date). (b) remains Certain of the Definitive Documents remain subject to negotiation and completion (ii) shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement. Except as provided in the immediately succeeding sentence, all such Definitive Documents shall be in form and substance reasonably acceptable to the Company Parties and the Consenting Parties. Notwithstanding the foregoing, (iiii) the Plan, the Plan Supplement (but excluding any Governance Documents in such Plan Supplement), the Disclosure Statement, the DIP Orders, the DIP Loan Documents, and the Exit Financing Documents shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise each be in form and substance satisfactory to the Debtors Consenting Parties and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”)Company Parties, each in their sole discretion, and (ivii) shall, with respect to each of the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to Governance Documents shall be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory solely to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafterin their sole discretion.

Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring Transaction shall include: include every order entered by the Bankruptcy Court, and every pleading, motion, proposed order, or document filed by the Debtors, for so long as this Agreement has not been terminated in accordance with the terms hereof, related to the Restructuring Transaction including, without limitation: (a) the Plan motion authorizing the assumption of or the Debtors’ entry into this Agreement (and all schedules, exhibits and supplements theretothe “RSA Approval Motion”); ; (b) the order of the Bankruptcy Court approving and confirming the Plan, including the settlements described therein RSA Approval Motion (the “Confirmation RSA Approval Order”); ; (c) any “first day” motions (the disclosure statement “First Day Motions”); (d) the order approving the DIP Motion (as defined below) on an interim basis (the “Interim DIP Order”) and on a final basis (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”) approving the DIP Loan Documentation (as defined in the Plan) and/or regarding the use of cash collateral; (e) the Plan (including all exhibits exhibits, schedules, supplements, appendices, annexes and attachments thereto) and the confirmation order with respect to the Plan (the “Confirmation Order”); (f) the disclosure statement for the Plan prepared and distributed in accordance with, among other things, sections 1125, 1126(b), and 1145 of the Bankruptcy Code, Rule 3018 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and other applicable law, and all exhibits, schedules, supplements, modifications and amendments thereto (the “Disclosure Statement”); ; (dg) the order of the Bankruptcy Court approving the Disclosure Statement and the solicitation of votes in connection with the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code (the “Disclosure Statement Order”); (h) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) the interim (the “Interim DIP Order”) and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; ; (i) the order approving the entry into the Backstop Commitment Agreement; any documents or agreements in connection with any exit facility (if any); (j) any documents or agreements in connection with the Equity Commitment Agreement; governance of HoldCo following the conclusion of the Chapter 11 Cases (“Reorganized HoldCo”), including any shareholders’ agreements and certificates of incorporation; (k) the Divestment Letter Agreement and any order approving other documents or agreements related to the Equity Commitment Agreement; and LLA Override (as defined in the Plan); (l) any documents or agreements related to the Management Incentive Plan (as defined in the Plan). (m) any documents identified on Exhibit C hereto that will comprise or agreements related to the Plan SupplementNew Warrants (as defined in the Plan); (n) any documents or agreements related to the New Common Stock (as defined in the Plan); and (o) any documents or agreements related to the Employment Agreement (as defined in the Plan) and the ongoing employment of ▇▇▇▇▇▇▇ ▇. The ▇▇▇▇▇▇▇ by Reorganized HoldCo. Certain of the Definitive Documentation identified in the foregoing sentence (i) this Section 2 remains subject to negotiation and completion (ii) shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement. Any document that is included within the definition of “Definitive Documentation,” including any amendment, (iii) supplement, or modification thereof, shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise be in form and substance satisfactory acceptable to the Debtors and those parties holding more than 66.66% the Requisite Majority Consenting Noteholders (as defined below); provided that the economic and adequate protection provisions of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to DIP Orders shall be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory acceptable to Consenting Second Lien Note Holders holding more than 66.66the Debtors and the Restructuring Support Parties identified on the signature pages hereto as of the date hereof (the “Initial Restructuring Support Parties”) for so long as such Initial Restructuring Support Parties hold at least 85% of the Consenting First Lien Notes and at least 85% of the Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”)Notes. The Debtors Venoco acknowledges and agrees that it will use commercially reasonable efforts to provide advance draft copies of the all Definitive Documentation that the Debtors intend Documentation, as soon as reasonably practicable prior to file with the Bankruptcy Court (other than “first day” motions) filing, to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafteridentified in Section 23 hereof.

Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) the any interim (the an “Interim DIP Order”) and or final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financingfinancing and entered by the Bankruptcy Court after June [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”)) executed or amended after June [ ], 2017; (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; (l) the documents governing the Revolving Facility, Term Loan A and the Alternative Term Loan (each as defined in the Plan Term Sheet); (m) the Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (ln) the documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iiiii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise otherwise be in form and substance satisfactory to the Debtors and reasonably satisfactory to those parties holding more than 66.66% of the Backstop Commitments Commitment held by Senior Commitment Parties (under, and as identified on Exhibit E defined, in the Backstop Commitment Agreement) (the “Required Consenting Senior Note Holders”) and, other than with respect to items 4, 5, 9, and 11 on Exhibit C hereto, Consenting RBL Lenders holding more than 66.66% of the Consenting RBL Facility Claims (the “Required Consenting RBL Lenders”), and (iviii) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter. The Debtors will provide drafts of items 4, 5, 9, and 11 on Exhibit C hereto to the Consenting RBL Lenders and will consider their reasonable comments in good faith.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ai) the Plan Plan; (and all schedules, exhibits and supplements thereto); (bii) the Scheme of Arrangement; (iii) an order approving and confirming the Plan, including the settlements described therein Plan (the “Confirmation Order”); ; (civ) an order of an Irish court approving the Scheme of Arrangement; (v) the disclosure statement (and all exhibits thereto) with respect to the Plan (Plan, the “Disclosure Statement”); (d) the other solicitation materials with in respect to of the Plan (such materials, collectively, the “Solicitation Materials”); (e) , and an order entered by the order Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “DS Disclosure Statement Order”); (vi) a motion seeking approval of the Debtors’ incurrence of post- petition debt financing (the “DIP Motion”) and the credit agreement with respect thereto (the “DIP Credit Agreement”); (f) the interim and final orders granting the DIP Motion (the “Interim DIP Order”) ” and final (the “Final DIP Order”, respectively, and collectively, the “DIP Orders” and together with the DIP Motion and DIP Credit Agreement, the “DIP Financing Documents”); (vii) orders authorizing a motion by the use Debtors seeking Bankruptcy Court approval to assume this Agreement pursuant to section 365(a) of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing Bankruptcy Code (the “DIP FacilityRSA Motion”); (viii) an order approving the RSA Motion (the “RSA Order”); (ix) the agreement with respect to the post-Plan Effective Date financing, and any agreements, commitment letters, documents, or instruments related thereto (the “Exit Facility Documents”); (x) the warrant agreement and any related agreements and documentation (the “Warrant Documents”); (xi) any list of material executory contracts and unexpired leases to be assumed, assumed and assigned, or rejected; (xii) any supplement to the Plan (the “Plan Supplement”) including, without limitation, any constitutional, organizational and other documents of the Debtors setting forth the rights of stockholders after the Plan Effective Date, including, but not limited to, any charters, bylaws, operating agreements, stockholders’ or unitholders’ agreements, registration rights agreements, or other similar agreements (the “Corporate Governance Documents”); and (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (kxiii) any order approving document or filing identified in the Equity Commitment Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement; and . (lb) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this AgreementAgreement and the Term Sheet. Except where otherwise specified in this Agreement or the Term Sheet or agreed to in writing by the Parties, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (fother than the Corporate Governance Documents) and (g))otherwise shall otherwise be in form and substance satisfactory reasonably acceptable to the Debtors and those parties holding more than 66.66% of Debtors, on the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreementone hand, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of Noteholders1, on the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter.hand; provided, however, that:

Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring Transaction shall include: include every order entered by the Bankruptcy Court, and every pleading, motion, proposed order, or document filed by the Debtors, for so long as this Agreement has not been terminated in accordance with the terms hereof, related to the Restructuring Transaction including, without limitation: (a) the Plan motion authorizing the assumption of or the Debtors’ entry into this Agreement (and all schedules, exhibits and supplements theretothe “RSA Approval Motion”); ; (b) the order of the Bankruptcy Court approving and confirming the Plan, including the settlements described therein RSA Approval Motion (the “Confirmation RSA Approval Order”); ; (c) any “first day” motions (the disclosure statement “First Day Motions”) and any orders granting relief requested therein; (d) the order approving the DIP Motion (as defined below) on an interim basis, as entered by the Bankruptcy Court on March 21, 2016 and attached hereto as Exhibit D (as the same maybe amended, supplemented or otherwise modified from time to time, the “Interim DIP Order”), and on a final basis (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”) approving the DIP Loan Documentation (as defined in the Plan) and/or regarding the use of cash collateral; (e) the Plan (including all exhibits exhibits, schedules, supplements, appendices, annexes and attachments thereto) and the confirmation order with respect to the Plan (the “Confirmation Order”); (f) the disclosure statement for the Plan prepared and distributed in accordance with, among other things, sections 1125, 1126(b), and 1145 of the Bankruptcy Code, Rule 3018 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and other applicable law, and all exhibits, schedules, supplements, modifications and amendments thereto (the “Disclosure Statement”); ; (dg) the order of the Bankruptcy Court approving the Disclosure Statement and the solicitation of votes in connection with the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code (the “Disclosure Statement Order”); (h) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) the interim (the “Interim DIP Order”) and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; ; (i) the order approving the entry into the Backstop Commitment Agreement; any documents or agreements in connection with any exit facility (if any); (j) any documents or agreements in connection with the Equity Commitment Agreement; governance of HoldCo following the conclusion of the Chapter 11 Cases (“Reorganized HoldCo”), including any shareholders’ agreements and certificates of incorporation; (k) the Divestment Letter Agreements and any order approving other documents or agreements related to the Equity Commitment Agreement; and LLA Override (as defined in the Plan); (l) any documents related to the Unsecured LLA Override Shares (as defined in the Plan) granted for the benefit of holders of Unsecured Note Claims under the Plan; (m) any documents identified on Exhibit C hereto that will comprise or agreements related to the Management Incentive Plan Supplement(as defined in the Plan). (n) any documents or agreements related to the New Warrants (as defined in the Plan); (o) any documents or agreements related to the New Common Stock (as defined in the Plan); and (p) any documents or agreements related to the Employment Agreement (as defined in the Plan) and the ongoing employment of ▇▇▇▇▇▇▇ ▇. The ▇▇▇▇▇▇▇ by Reorganized HoldCo. Certain of the Definitive Documentation identified in the foregoing sentence (i) remains this Section 2 remain subject to negotiation and completion (ii) shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement. Without limitation of the generality of the foregoing, the Parties acknowledge that they will work together in good faith to structure the Noteholder Holdco (iii) shall (except with respect to as defined in the Definitive Documentation referenced in subsection (fPlan) and the Unsecured LLA Override Shares to ensure that it provides Consenting Unsecured Noteholders with Acceptable Consenting Unsecured Noteholder Treatment (g))otherwise as defined below). Any document that is included within the definition of “Definitive Documentation,” including any amendment, supplement, or modification thereof, shall be in form and substance satisfactory acceptable to the Debtors and those parties holding more than 66.66% the Requisite Majority Consenting Secured Noteholders (as defined below) and, only as specifically set forth herein, the Requisite Majority Consenting Unsecured Noteholders (as defined below); provided that the economic and adequate protection provisions of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to DIP Orders shall be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory acceptable to the Debtors and the Consenting Second Lien Note Holders holding more than 66.66Secured Noteholders identified on the signature pages hereto as of the date hereof (the “Initial Consenting Secured Noteholders”) for so long as such Initial Consenting Secured Noteholders hold at least 85% of the Consenting First Lien Notes and at least 85% of the Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”)Notes. The Debtors Venoco acknowledges and agrees that it will use commercially reasonable efforts to provide advance draft copies of the all Definitive Documentation that the Debtors intend Documentation, as soon as reasonably practicable prior to file with the Bankruptcy Court (other than “first day” motions) filing, to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafteridentified in Section 24 hereof.

Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring (collectively, the "Restructuring Documents") shall include: consist of the following: (a) this Agreement; (b) the Plan credit agreements and any term sheets relating to the DIP Financing; (c) the interim and final orders authorizing the DIP Financing; (d) the chapter 11 plan of reorganization implementing the Restructuring (as amended, supplemented, or otherwise modified from time to time and together with all schedules, exhibits and supplements thereto); , the "Plan") and its ballots and solicitation procedures; (be) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the related disclosure statement (and all exhibits thereto) with respect to the Plan (the “"Disclosure Statement”"); ; (df) the solicitation materials with respect supplement to the Plan (collectivelythe "Plan Supplement") including, without limitation, any documents or agreements for the “Solicitation Materials”governance of Aegean following the conclusion of the Chapter 11 Cases ("Reorganized Aegean"); , including any constituent documents, certificates of incorporation, bylaws, or other shareholder or unitholder arrangements (ethe "Corporate Governance Documents"); (g) an order of the order Bankruptcy Court approving the Disclosure Statement and all solicitation materials in respect of the Solicitation Materials Plan (the “DS Order”"Solicitation Materials"); (f) the interim (the “Interim DIP Order”) and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); ; (h) an order confirming the Backstop Commitment Agreement; Plan (the "Confirmation Order"); (i) the order approving the entry into the Backstop Commitment Agreement; any exit financing agreements, collateral, or other related documents; (j) the Equity Commitment New Warrant Agreement; ; (k) any order approving the Equity Commitment Registration Rights Agreement; and ; (l) the trust agreement and other documents identified on Exhibit C hereto that will comprise related to the Plan SupplementLitigation Trust; (m) such other agreements and documentation (including any related orders, motions, applications, agreements, instruments, schedules or exhibits) reasonably desired or necessary to consummate and document the transactions contemplated by this Agreement, the Restructuring Term Sheet, and the Plan. The Definitive Documentation identified Restructuring Documents not executed or in a form attached to this Agreement as of the foregoing sentence (i) remains Agreement Effective Date remain subject to negotiation and completion (ii) completion. Upon completion, the Restructuring Documents and every other document, deed, agreement, filing, notification, letter, or instrument related to the Restructuring shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) as it may be modified, amended, or supplemented in accordance with Section [15]. Further, the Restructuring Documents not executed or in a form attached to this Agreement as of the Agreement Effective Date shall (except contain terms and conditions consistent in all material respects with respect to the Definitive Documentation referenced in subsection (f) this Agreement and (g))otherwise otherwise be in form and substance satisfactory reasonably acceptable to Aegean and the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”)Stakeholders2; provided, and (iv) shallhowever, with respect to that notwithstanding the Equity Commitment Agreementforegoing, the order approving Governance Documents, the Equity Commitment Registration Rights Agreement, and the notes to New Warrant Agreement shall be issued reasonably acceptable only to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of Noteholders and the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafterDebtors.

Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) the any interim (the an “Interim DIP Order”) and or final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financingfinancing and entered by the Bankruptcy Court after May [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”)) executed or amended after May [ ], 2017; (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; (l) the documents governing the Revolving Facility, Term Loan A and the Alternative Term Loan (each as defined in the Plan Term Sheet); (m) the Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (ln) the documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iiiii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise otherwise be in form and substance satisfactory to the Debtors and reasonably satisfactory to those parties holding more than 66.66% of the Backstop Commitments Commitment held by Senior Commitment Parties (under, and as identified on Exhibit E defined, in the Backstop Commitment Agreement) (the “Required Consenting Senior Note Holders”)) and, and (iv) shall, other than with respect to the Equity Commitment Agreementitems 4, the order approving the Equity Commitment Agreement5, 9, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan11 on Exhibit C hereto, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders RBL Lenders holding more than 66.66% of the Consenting Second Lien Note Holder RBL Facility Claims (the “Required Consenting Second Lien Note HoldersRBL Lenders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter., and

Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring shall includeconsist of: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and of the Bankruptcy Court entered pursuant to section 1129 of the Bankruptcy Code confirming the Plan, including the settlements described therein Plan (the “Confirmation Order”)) and pleadings in support of entry of the Confirmation Order; (c) the disclosure statement (and all exhibits thereto) with respect relating to the Plan Plan, including all exhibits, appendices and schedules thereto, as amended, supplemented or modified from time to time (the “Disclosure Statement”); (d) and the other solicitation materials with in respect to of the Plan (such materials, collectively, the “Solicitation Materials”); (ed) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials Materials; (e) customary “first day” and “second day” motions and proposed orders (the “DS OrderFirst Day and Second Day Pleadings”); (f) the interim (motion and proposed order, if any, to be filed on the “Interim DIP Order”) and final (first day of the “Final DIP Order”) orders authorizing the Chapter 11 Cases seeking use of cash collateral and/or to fund the entry into debtor in possession financingadministration of the Chapter 11 Cases (collectively, the “Cash Collateral Motion”); (g) any credit agreement for debtor-in-possession financing the motion and proposed order to be filed on the first day of the Chapter 11 Cases seeking Bankruptcy Court approval of certain procedures and forms related to the Rights Offering and assumption of the Backstop Commitment Agreement (collectively, the “DIP FacilityApproval Motion”); (h) any settlement, compromise, amendment or other restructuring of the Backstop Commitment Agreement; FT Agreements (as defined in the Plan), or any replacement agreement and (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; all other documents and (l) the documents identified on Exhibit C hereto that will comprise forms of documents, agreements, schedules and exhibits to the Plan (the “Plan Supplement”). The Where Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall as of the Agreement Effective Date, such Definitive Documentation shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter.,

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring shall include: , without limitation: (ai) this Agreement (as amended, modified, or otherwise supplemented); (ii) the Plan and any exhibit to the Plan or document contained in a supplement to the Plan that is not otherwise identified herein or in the Restructuring Term Sheet; (and all schedules, exhibits and supplements thereto); (biii) the order approving and confirming the Plan, including the settlements described therein Plan (the “Confirmation Order”); ) and any motion or other pleadings related to the Plan, all exhibits thereto, or confirmation of the Plan; (civ) the a disclosure statement (and all exhibits thereto) thereto with respect to the Plan (the “Disclosure Statement”); (d) and the solicitation materials (including the Rights Offering Procedures) with respect to the Plan (collectively, the “Solicitation Materials”); ; (ev) the (A) motion by the Debtors seeking an order approving from the Disclosure Statement and Bankruptcy Court (1) granting approval of the Solicitation Materials and the Disclosure Statement, (2) scheduling a hearing for confirmation of the Plan, and (3) approving the Rights Offering Procedures (such order, the “DS Solicitation Order”); , and (fB) Solicitation Order; (vi) the (A) interim order authorizing the use of cash collateral and approving the DIP ABL Facilities and DIP Term Loan Facility (together, the “DIP Facilities”) on terms consistent with the Restructuring Term Sheet and the DIP Agreements (the “Interim DIP Order”), (B) the final order authorizing the use of cash collateral and final approving the DIP Facilities on terms consistent with the Restructuring Term Sheet and the DIP Agreements (the “Final DIP Order” and together with the Interim DIP Order, the “DIP Orders”), and (C) orders authorizing the use any motions or other pleadings or documents to be filed in support of cash collateral and/or the entry of the DIP Orders; (vii) the DIP TL Credit Agreement to be entered into debtor in possession financing; accordance with the Restructuring Term Sheet and the DIP Orders, including any amendments, modifications, or supplements thereto, and together with any related notes, certificates, agreements, security agreements, documents, and instruments (gincluding any amendments, supplements, or modifications of any of the foregoing) related to or executed in connection therewith (collectively, the “DIP TL Documents”); (viii) the DIP ABL Agreement to be entered into in accordance with the Restructuring Term Sheet and the DIP Orders, including any amendments, modifications, or supplements thereto, and together with any related notes, certificates, agreements, letters of credit, security agreements, documents, and instruments (including any amendments, supplements, or modifications of any of the foregoing) related to or executed in connection therewith (collectively, the “DIP ABL Documents” and together with the DIP TL Documents, the “DIP Documents”); (ix) the credit agreement for debtor-in-possession financing the Exit ABL Facility (the “DIP FacilityExit ABL Credit Agreement”) to be entered into in accordance with the Restructuring Term Sheet, including any amendments, modifications, or supplements thereto, and together with any related notes, certificates, agreements, letters of credit, security agreements, documents, and instruments (including any amendments, modifications, or supplements of any of the foregoing) related to or executed in connection therewith (collectively, the “Exit ABL Documents”); (x) the terms, conditions, and procedures setting forth the method to conduct the Rights Offering (the “Rights Offering Procedures”), and any amendments, modifications, or supplements thereto, and together with any related agreements, documents, or instruments thereto; (xi) the (A) agreement setting forth (1) the identities of the Backstop Parties (including any third-parties other than Consenting Noteholders) for the Rights Offering and (2) the terms and conditions of the Rights Offering, the Backstop Commitments, and the payment of consideration to the Backstop Parties in exchange for such commitments (as amended, modified, or supplemented, the “Backstop Purchase Agreement”), together with any related agreements, documents, or instruments, and which shall be acceptable to the Consenting Noteholders comprising the Backstop Parties, (B) motion by the Debtors seeking authority from the Bankruptcy Court to enter into the Backstop Purchase Agreement and to satisfy their obligations to the Backstop Parties thereunder (including granting such obligations administrative expense priority status under sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code), together with any other pleadings or documents to be filed in support of such motion, and (C) order of the Bankruptcy Court approving such motion (the “Backstop Order”, and together the documents referenced in clauses (A) and (B), the “Backstop Documents”); (xii) the definitive debt documents for the New Secured Convertible Notes, in accordance with the terms and conditions of the New Secured Notes Term Sheet, including any amendments, modifications, or supplements thereto, and together with any related indenture, notes, certificates, agreements, security agreements, documents, and instruments (including any amendments, supplements, or modifications of any of the foregoing) related to or executed in connection therewith (the foregoing documents collectively, the “New Secured Convertible Notes Documents”); (xiii) the new stockholders agreement (which may include an amendment to the existing Holdco stockholder agreement), that shall set forth the rights and obligations of the holders of the common stock to be issued by Reorganized Holdco (the “New Common Stock”), and to which all such holders shall be bound or deemed bound (the “New Stockholders’ Agreement”); and (hxiv) the Backstop Commitment Agreement; forms of certificates of incorporation, certificates of formation, limited liability company agreements, partnership agreements, or other forms of organizational documents and bylaws for Reorganized Debtors (ithe “Amended Governance Documents”). (b) Except as set forth herein, the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified in (and any modifications, restatements, supplements or amendments to any of them) will, after the foregoing sentence (i) remains RSA Effective Date, remain subject to negotiation and completion (ii) shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms of this Agreement, Agreement (iii) shall (except with respect to including the Definitive Documentation referenced in subsection (fExhibits and Schedules) and (g))otherwise be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory in all respects to Consenting Second Lien Note Holders holding more than 66.66% of each of: (i) the HCR Entities, and (ii) the Consenting Second Lien Note Holder Claims Noteholders (A) who have agreed, as Backstop Parties, to provide Backstop Commitments to fund the Rights Offering under the Backstop Purchase Agreement, as indicated on their respective signature pages hereto, and (B) who represent at least two-thirds of such Backstop Commitments (the “Required Consenting Second Lien Note HoldersNoteholders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ai) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) Stone Parties’ Disclosure Statement with respect to the Plan setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, the “Disclosure Statement”); ) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (d) the Disclosure Statement together with any other solicitation materials with respect to the Plan (Plan, collectively, the “Solicitation Materials”); ; (eii) the Plan, including any plan supplement documents (including, without limitation, the identity of the officers and directors of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone Parties, and any equityholders’ agreements with respect to the reorganized Stone Parties), the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials (the “DS Disclosure Statement Order”); (f) , the interim order of the Bankruptcy Court confirming the Plan (the “Interim DIP Confirmation Order”) and final ), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “Final DIP RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) orders authorizing in regard to the use of cash collateral and/or transactions contemplated in the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing Appalachia PSA (the “DIP FacilityAssumption and Procedures Order”); , the bidding procedures (hif any) approved by the Backstop Commitment Agreement; Bankruptcy Court in respect of the Appalachian Assets (iwhether pursuant to the Assumption and Procedures Order or other order of the Bankruptcy Court) (the “Bidding Procedures”), the order of the Bankruptcy Court approving the entry into Appalachia PSA and the Backstop Commitment Agreementtransactions contemplated thereby (the “Appalachia Sale Order”), the motions seeking approval of each of the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty Motion; and (j) the Equity Commitment Agreement; (kiii) any order approving document or filing identified in the Equity Commitment Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement; and . (lb) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified in Section 4.(a) of this Agreement will, after the foregoing sentence (i) remains RSA Effective Date, remain subject to negotiation and completion (ii) shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, Agreement (iiiincluding the Term Sheet) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”)all respects, and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to shall otherwise be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to the Stone Parties, on the one hand, and the Required Consenting Second Lien Note Holders holding more than 66.66% Noteholders2, on the other hand; provided, however, that— (i) the form, terms and provisions of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies constitutional, organizational and other documents of the Definitive Documentation that Stone Parties setting forth the Debtors intend to file with rights of stockholders or noteholders after the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter.Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Definitive DocumentationRestructuring Documents”) governing consist of any material document relating to the Restructuring shall include: Transactions, including: (ai) the Plan documents and agreements governing any LC Facility to be procured by the Debtors for replacement letters of credit during the Chapter 11 Cases; (and all schedules, exhibits and supplements thereto); (bii) the Plan; (iii) an order approving and confirming the Plan, including the settlements described therein Plan (the “Confirmation Order”); ; (civ) the disclosure statement (and all exhibits thereto) with Disclosure Statement, the other solicitation materials in respect to of the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (such materials, collectively, the “Solicitation Materials”); (e) , the motion to approve the Disclosure Statement, and the order entered by the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “DS Disclosure Statement Order”); ; (fv) a settlement agreement and any other documents necessary to effectuate the interim Settlement (the “Interim DIP Order”) and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP FacilitySettlement Agreement”); , to the extent the terms therein are not incorporated into the Plan, the Plan Supplement, or the Confirmation Order; (hvi) all other documents that will compose the Plan Supplement, except as provided herein; (vii) the documents and agreements for the Exit Financing; (viii) the Backstop Commitment Agreement; Letter and the other documents and agreements governing the Backstop Financing (icollectively, the “Backstop Agreements”) and the order approving the entry into Backstop Agreements, which order may, for the avoidance of doubt, be the Confirmation Order (the “Backstop Commitment Agreement; Approval Order”); (jix) the Equity Commitment Agreement; documents and agreements governing the procedures and arrangements for the solicitation of the New Secured Notes Offering (kcollectively, the “Notes Offering Procedures”) any and the order approving the Equity Commitment New Secured Notes Offering, which order may, for the avoidance of doubt, be the Disclosure Statement Order (the “Notes Offering Approval Order”); (x) the Tax Matters Agreement; (xi) the Transition Services Agreement; (xii) the Pension Indemnity Agreement; (xiii) the Cooperation Agreement; and and (lxiv) any documents or agreements for the documents identified on Exhibit C hereto that will comprise governance of the Plan Supplement. Reorganized Debtors following the conclusion of the Chapter 11 Cases, including any constituent documents, certificates of incorporation, bylaws, or other shareholder or unitholder arrangements. (b) The Definitive Documentation identified in the foregoing sentence (i) remains Restructuring Documents remain subject to negotiation and completion (ii) shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect including the Restructuring Term Sheet, the Settlement Term Sheet, and forms of each exhibit annexed to the Definitive Documentation referenced in subsection (f) Restructuring Term Sheet and (g))otherwise the Settlement Term Sheet, and shall otherwise be in form and substance satisfactory reasonably acceptable to the Debtors and those parties holding more than 66.66% each of the Backstop Commitments as identified on Exhibit E (Debtors, NRG, and the “Required Consenting Senior Note Holders”Noteholders; provided, that the Restructuring Documents set forth in Sections 3(a)(vii), (viii), and (ivix) shall, with respect shall be in form and substance acceptable to the Equity Commitment AgreementBackstop Parties, the order approving the Equity Commitment AgreementRestructuring Documents set forth in Sections 3(a)(i), (vi), (x), (xi), (xii), (xiii), and the notes to (xiv) shall be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel acceptable to the GenOn Steering Committee, and the Restructuring Support Parties at least two (2Documents set forth in Section 3(a)(vi) business days before shall be in form and substance reasonably acceptable to the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafterGAG Steering Committee.

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Definitive DocumentationRestructuring Documents”) governing the Restructuring Transactions shall include: consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order, or document (abut not including any notices, except as otherwise set forth in this section) filed by the Debtors at any point prior to the Termination Date related to the Restructuring Transactions, including without limitation: (i) the Plan; (ii) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (iii) the Disclosure Statement, the other solicitation materials in respect of the Plan (and all schedulessuch materials, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) , the motion to approve the Disclosure Statement, and the order entered by the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “DS Disclosure Statement Order”); ; (fiv) the interim (the “Interim DIP Order”) and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the all other documents identified on Exhibit C hereto that will comprise the Plan Supplement. , except as provided herein; (v) the Cash Collateral Orders and the motion to approve the Cash Collateral Orders; (vi) the first-day pleadings identified on Schedule 1 attached hereto and any other customary first-day pleadings that the Debtors determine are necessary or desirable to file (the “First Day Pleadings”) and all orders sought pursuant thereto; (vii) any documents or agreements for any exit facility, including the New First Lien Exit Facility, including, without limitation, a credit agreement and an intercreditor agreement governing the New First Lien Exit Facility and the New Convertible Debt; (viii) any documents or agreements for the governance of the Reorganized Debtors following the conclusion of the Chapter 11 Cases, including any shareholders’ agreements and certificates of incorporation; and (ix) any documents or agreements for the Management Incentive Plan and any new employment contracts for current employees of the Debtors. (b) The Definitive Documentation identified in the foregoing sentence (i) remains Restructuring Documents remain subject to negotiation and completion (ii) shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect including the forms of each exhibit annexed to the Definitive Documentation referenced in subsection (f) Term Sheet, and (g))otherwise shall otherwise be in form and substance satisfactory reasonably acceptable to each of the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”Creditors; provided that the Restructuring Documents set forth in Section 3(v), (vii), (viii), (ix), and (iv) shall), with respect to the Equity Commitment Agreementextent such documents relate to (vii), the order approving the Equity Commitment Agreement(viii), and the notes to or (ix), shall be issued deemed acceptable to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise Required Senior Unsecured Creditors if in form and substance reasonably satisfactory acceptable only to Consenting each of the Debtors, the Required First Lien Creditors, and the Required Second Lien Note Holders Creditors. As used herein, the term “Required Consenting Creditors” means, at any relevant time, Consenting Creditors holding more than 66.6650% by principal amount outstanding of the First Lien Credit Agreement Claims held by the Consenting Second Lien Note Holder Claims Creditors (the “Required First Lien Creditors”), Consenting Creditors holding more than 50% by principal amount outstanding of the Second Lien Note Claims held by the Consenting Creditors (the “Required Second Lien Creditors”), and Consenting Creditors holding more than 50% by principal amount outstanding of the Unsecured Senior Note Claims held by the Consenting Creditors (the “Required Senior Unsecured Creditors”). (c) The Required Second Lien Creditors and their counsel shall use commercially reasonable efforts to consult and, if applicable and reasonably practicable, obtain a vote from, all Consenting Second Lien Creditors on any matters requiring input or a vote from holders of Second Lien Note Holders”). Claims, provided, however, that nothing herein shall be deemed to require the waiver of legal privilege by holders of Second Lien Note Claims represented as an ad hoc group by counsel. (d) The Required Senior Unsecured Creditors and their counsel shall use commercially reasonable efforts to consult and, if applicable and reasonably practicable, obtain a vote from, all Consenting Unsecured Creditors on any matters requiring input or a vote from holders of Unsecured Senior Note Claims, provided, however, that nothing herein shall be deemed to require the waiver of legal privilege by holders of Unsecured Senior Note Claims represented as an ad hoc group by counsel. (e) The Debtors and the Consenting Creditors will coordinate and consult with each other regarding the filing and prosecution of claims objections to General Unsecured Claims, and the Consenting Creditors shall be entitled to file and prosecute any such objections to General Unsecured Claims. (f) The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation Restructuring Documents that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties Required Consenting Creditors at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ai) the Plan (and all schedules, exhibits and supplements thereto); , including any plan supplement documents (bincluding, without limitation, any governance documents for the reorganized Chaparral Parties and any equityholders’ agreements with respect to the reorganized Chaparral Parties that are proposed to be filed in connection therewith); (ii) the confirmation order approving and confirming with respect to the Plan, including the settlements described therein Plan (the “Confirmation Order”); ; (ciii) the related disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); ; (div) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); ; (ev) an order of the order Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials Materials; (vi) an order of the Bankruptcy Court approving the Chaparral Parties’ entry into, and performance under, this Agreement (the “DS PSA Approval Order”); ; (fvii) an order or orders of the interim Bankruptcy Court approving the Chaparral Parties’ entry into, and performance under, the Backstop Commitment Agreement (the “Interim DIP BCA Approval Order”) and final the Mandate Letter (the “Final DIP Mandate Letter Approval Order”); (viii) orders authorizing a retirement agreement with respect to Mr. ▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) that is consistent with Exhibit 2 to the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing Plan Term Sheet (the “DIP FacilityRetirement Agreement and General Release”); ; (hix) consulting agreements with respect to CCMP Capital Advisors, LLC, HOOPP, and Altoma Energy (or their respective applicable affiliates) that are consistent with the form of consulting agreement attached as Exhibit 3 to the Plan Term Sheet (the “Consulting Agreements”); (x) an order of the Bankruptcy Court approving the Chaparral Parties’ entry into, and performance under, a new hedging program (the “Hedging Program”) in accordance with the motion and proposed order attached as Exhibit E hereto (the “Hedging Order”); (xi) new warrant agreements that are consistent with the Retirement Agreement and General Release and the Consulting Agreements; (xii) the Backstop Commitment Agreement; registration rights agreement with respect to the New Equity Interests consistent with the term sheet attached as Exhibit F hereto; (ixiii) the order approving the entry into the Backstop Commitment Agreement; Cash Collateral Order (jas defined below); (xiv) the Equity Commitment Agreementmotions seeking approval of each of the above as well as any supplements thereto and exhibits thereof; and (kxv) any order approving the Equity Commitment Agreement; and (l) the documents document or filing identified on Exhibit C hereto that will comprise in the Plan Supplement. The Term Sheet as being subject to approval or consent rights under Section 3(b) of this Agreement. (b) Any Definitive Documentation identified in Section 3.(a) of this Agreement that is not attached hereto as an exhibit or part of an exhibit will, after the foregoing sentence (i) remains PSA Effective Date, remain subject to negotiation and completion (ii) shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this AgreementAgreement (including the exhibits) in all respects, (iii) and shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise otherwise be in form and substance satisfactory to the Debtors and Chaparral Parties, those parties holding more than 66.66% Consenting Noteholders that are members of the Backstop Commitments Ad Hoc Committee (as identified on Exhibit E defined below) who hold, in the aggregate, at least 50% in principal amount outstanding of all Unsecured Notes Claims held by all Consenting Noteholders that are members of the Ad Hoc Committee (the “Required Consenting Senior Note HoldersNoteholders”), and (iv) shallthose Consenting Prepetition Lenders who hold, with respect to in the Equity Commitment Agreementaggregate, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders at least 50% in principal amount outstanding of Allowed Second Lien Notes all Prepetition Credit Agreement Claims under the Plan, be otherwise in form and substance reasonably satisfactory to held by Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims Prepetition Lenders (the “Required Consenting Second Lien Note HoldersPrepetition Lenders” and, together with the Required Consenting Noteholders, the “Required Consenting Creditors”); provided, however, that to the extent the corporate governance documents, equityholders’ agreements, and the Backstop Commitment Agreement are inconsistent with this Agreement and the Definitive Documentation, then such documents shall be in form and substance acceptable to the Chaparral Parties and the Required Consenting Noteholders and reasonably acceptable to the Required Consenting Prepetition Lenders. The Debtors will use commercially reasonable efforts to provide draft copies For the avoidance of doubt, when used herein, the term “Required Consenting Creditors” shall require the independent approval of both of the Definitive Documentation that Required Consenting Noteholders and the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafterRequired Consenting Prepetition Lenders.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing shall consist of all documents (including any related orders, agreements, instruments, schedules, or exhibits) that are contemplated by and referenced in the Restructuring shall include: Plan, including, without limitation: (ai) the Plan (and all schedules, exhibits and supplements other documents and instruments related thereto); ; (bii) the order approving documents governing the New OpCo Notes and, if applicable, the Additional New OpCo Notes (and confirming any agreements, documents or instruments related thereto); (iii) the Plan, including Backstop Commitment Agreement and Rights Offering Procedures (and all exhibits and other documents and instruments related thereto); (iv) the settlements described therein documents comprising the supplement to the Plan (the “Confirmation OrderPlan Supplement”); , which shall include, without limitation, the revised charter and other organizational documents for the Ultra Entities; (cv) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Plan (the “Disclosure Statement”); ; (dvi) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); ; (evii) the order approving motion seeking approval of the Disclosure Statement and materials related thereto and the order of the Bankruptcy Court approving the adequacy of the Disclosure Statement and Solicitation Materials and approving the Rights Offering Procedures (the “DS Disclosure Statement Order”); ; (fviii) the interim motion (the “Interim DIP OrderApproval Motion”) and final (seeking an order of the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; Bankruptcy Court (i) the order approving the Ultra Entities’ entry into the Backstop Commitment AgreementAgreement and the Commitment Premium (as defined therein) and (ii) providing that the Commitment Premium and Expense Reimbursement shall constitute allowed administrative expenses of the Debtors’ estates and shall be payable by the Ultra Entities as provided in this Agreement and the Backstop Commitment Agreement (such order, the “Approval Order”); and (jix) the Equity Commitment Agreement; (k) any order approving of the Equity Commitment Agreement; and (l) the documents identified on Exhibit C hereto that will comprise Bankruptcy Court confirming the Plan Supplement. (the “Confirmation Order”). (b) The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (iiSection 3(a) shall contain terms, conditions, representations, warrantieseach be consistent in all material respects with, and covenants consistent shall otherwise conform to, the terms and conditions set forth in this Agreement (and the respective Exhibits and Schedules attached hereto and thereto, including the Plan Term Sheet and the Backstop Commitment Agreement) (in each case as amended or modified, as they may be amended or otherwise modified from time to time in accordance with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (fhereof) and (g))otherwise shall be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to the Ultra Entities and each of: (i) Consenting Second Lien Note Holders holding more than 66.66% HoldCo Noteholders who hold, in the aggregate, as of the date of determination, at least 66.67 percent in principal amount outstanding of all HoldCo Notes held by Consenting Second Lien Note Holder Claims HoldCo Noteholders as of such date (the “Majority Consenting HoldCo Noteholders”); and (ii) Consenting HoldCo Equityholders who hold, in the aggregate, as of the date of determination, at least 66.67 percent of the HoldCo Equity Interests held by Consenting HoldCo Equityholders as of such date (the “Majority Consenting HoldCo Equityholders,” and, together with the Majority Consenting HoldCo Noteholders, collectively, the “Required Consenting Second Lien Note HoldersParties”). The Debtors will use commercially reasonable efforts ; provided, however, that notwithstanding anything to provide draft copies the contrary in this Agreement or the exhibits or schedules attached hereto, the Backstop Commitment Agreement and Approval Order shall be in form and substance reasonably acceptable to (i) the HoldCo Noteholder Backstop Parties that hold, as of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties date of determination, at least two 66.67 percent in principal amount outstanding of all HoldCo Notes held by HoldCo Noteholder Backstop Parties as of such date (2the “Majority HoldCo Noteholder Backstop Parties”) business days before and (ii) Equityholder Backstop Parties that hold, as of the date on which Debtors intend to file of determination, at least 66.67 percent in principal amount outstanding of all HoldCo Equity Interests held by Equityholder Backstop Parties as of such documents or as soon as reasonably practicable thereafterdate (the “Majority Equityholder Backstop Parties”).

Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) the theany interim (the thean “Interim DIP Order”) and andor final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financingfinancing and entered by the Bankruptcy Court after May [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”)) executed or amended after May [ ], 2017; (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the documents governing the Revolving Facility, Term Loan A and the Alternative Term Loan (each as defined in the Plan Term Sheet); (m) the Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (n) the documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise g))ii) shall otherwise be in form and substance satisfactory to the Debtors and reasonably satisfactory to those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E ECommitment held by Senior Commitment Parties (under, and as defined, in the Backstop Commitment Agreement) (the “Required Consenting Senior Note Holders”), and (iviv and, other than with respect to items 4, 5, 9, and 11 on Exhibit C hereto, Consenting RBL Lenders holding more than 66.66% of the Consenting RBL Facility Claims (the “Required Consenting RBL Lenders”), and (iii) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter. The Debtors will provide drafts of items 4, 5, 9, and 11 on Exhibit C hereto to the Consenting RBL Lenders and will consider their reasonable comments in good faith.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ai) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) Stone Parties’ Disclosure Statement with respect to the Plan setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits there to, the “Disclosure Statement”); ) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (d) the Disclosure Statement together with any other solicitation materials with respect to the Plan (Plan, collectively, the “Solicitation Materials”); ; (eii) the Plan, including any plan supplement documents (including, without limitation, the identity of the officers and directors of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone Parties, and any equityholders’ agreements with respect to the reorganized Stone Parties), the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials (the “DS Disclosure Statement Order”); (f) , the interim order of the Bankruptcy Court confirming the Plan (the “Interim DIP Confirmation Order”) and final ), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “Final DIP RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) orders authorizing in regard to the use of cash collateral and/or transactions contemplated in the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing Appalachia PSA (the “DIP FacilityAssumption and Procedures Order”); , the bidding procedures (hif any) approved by the Backstop Commitment Agreement; Bankruptcy Court in respect of the Appalachian Assets (iwhether pursuant to the Assumption and Procedures Order or other order of the Bankruptcy Court) (the “Bidding Procedures”), the order of the Bankruptcy Court approving the entry into Appalachia PSA and the Backstop Commitment Agreementtransactions contemplated thereby (the “Appalachia Sale Order”), the motions seeking approval of each of the foregoing, the Critical Vendor Motion, the Cash Collateral Motion, the Royalty Motion and the Shipper’s Motion; and (j) the Equity Commitment Agreement; (kiii) any order approving document or filing identified in the Equity Commitment Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement; and . (lb) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified in Section 4(a) of this Agreement will, after the foregoing sentence (i) remains RSA Effective Date, remain subject to negotiation and completion (ii) shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, Agreement (iiiincluding the Term Sheet) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”)all respects, and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to shall otherwise be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to the Stone Parties, on the one hand, and the Required Consenting Second Lien Note Holders holding more than 66.66% Noteholders2, on the other hand; provided, however, that (i) the form, terms and provisions of the Consenting Second Lien Note Holder Claims (constitutional, organizational and other documents of the “Stone Parties setting forth the rights of stockholders or noteholders after the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements, indentures, warrants, stockholders’ or unitholders’ agreements, registration rights agreements, management incentive plan, or other similar agreements, motions, pleadings or orders to be entered into or filed in connection with the Restructuring Transactions, shall, in each case, be consistent with the Term Sheet and otherwise satisfactory to the Required Consenting Second Lien Note Holders”Noteholders in their sole discretion and (ii) the Disclosure Statement, the Disclosure Statement Order, the Assumption and Procedures Order, the Bidding Procedures (if any). The Debtors will use commercially reasonable efforts to provide draft copies , the Motion for approval of the Definitive Documentation Assumption and Procedures Order, the Appalachia Sale Order; the Motion for Approval of the Appalachia Sale Order, the Motion for Approval of the Disclosure Statement and Solicitation Procedures, the Plan, the Confirmation Order, Motion to Approve RSA, RSA Assumption Order, Critical Vendor Motion, Cash Collateral Motion, Royalty Motion, and Shipper’s Motion shall, in each case, be satisfactory to the Required Consenting Noteholders and the Stone Parties. (c) The Stone Parties shall provide to the Noteholder Committee’s legal counsel drafts of all motions or applications, including proposed orders, and other documents that the Debtors Stone Parties intend to file with the Bankruptcy Court not less than three (other than “first day” motions3) to counsel to the Restructuring Support Parties at least two (2) business days Business Days before the date on which Debtors when the Stone Parties intend to file any such motion, application or document, including for the avoidance of doubt, all first day motions and orders; provided, however, that in the event that three (3) Business Days’ notice is impossible or impracticable under the circumstances, the Stone Parties shall provide draft copies of any motions, applications, including proposed orders and any other documents the Stone Parties intend to file with the Bankruptcy Court to the Noteholder Committee’s legal counsel within one (1) Business Day, or as soon as reasonably practicable thereafterotherwise practicable, before the date when the Stone Parties intend to file any such motion, application or document. The Stone Parties shall notify the Noteholder Committee’s legal counsel telephonically or by electronic mail to advise them of the documents to be filed and the facts that make the provision of advance copies not less than three (3) Business Days before submission impossible or impracticable.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ai) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to , including the Plan Supplement; (the “ii) Confirmation Order; (iii) Disclosure Statement”); ; (div) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); ; (ev) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (fA) the interim (the “Interim DIP Order”) and final (the “Final DIP Order”) orders order authorizing the Debtors to use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for and obtain debtor-in-possession financing (the “Interim DIP FacilityOrder”); , (hB) the Backstop Commitment Agreement; final order authorizing the Debtors to use cash collateral and obtain debtor-in-possession financing (ithe “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”), and (C) the order approving debtor-in-possession credit agreement and all related documentation regarding the entry into debtor-in-possession financing (collectively, the Backstop Commitment Agreement“DIP Facility Documents”); (vi) all documentation related to the Exit Facility (collectively, the “Exit Facility Documents”); (vii) all “first day” motions, applications, and other documents that any Debtor intends to file with the Bankruptcy Court and seeks to have heard on an expedited basis at the “first-day hearing” in the Chapter 11 Cases and any proposed orders related thereto; and (jviii) to the Equity Commitment Agreement; extent not included, any motions and related proposed orders seeking approval of each of the above. (kb) any order approving the Equity Commitment Agreement; and (l) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified in Section 3(a) not executed or in a form attached to this Agreement will, after the foregoing sentence (i) remains RSA Effective Date, remain subject to negotiation and completion (ii) completion. Upon completion, the Definitive Documentation shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this AgreementAgreement and otherwise (i) in the case of the DIP Orders and the DIP Facility Documents, (iii) shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise be in form and substance satisfactory acceptable to (A) the Debtors and those parties (B) the Consenting RBL Lenders holding more than 66.66% a majority in dollar amount of the Backstop Commitments aggregate outstanding principal amount of the RBL Secured Claims held by all Consenting RBL Lenders as identified on Exhibit E determined at the time of such consent (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter.Majority

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ai) the Plan (and all schedules, exhibits thereto) and supplements thereto); the Plan Supplement; (bii) the confirmation order approving and confirming with respect to the Plan, including the settlements described therein Plan (the “Confirmation Order”); ; (ciii) the related disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); ; (div) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); ; (ev) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials Materials; (the “DS Order”); vi) (fA) the interim order authorizing use of cash collateral and debtor-in-possession financing, on terms consistent with the DIP Term Sheet (the “Interim DIP Order”) and (B) the final order authorizing use of cash collateral and debtor-in-possession financing on terms consistent with the DIP Term Sheet (the “Final DIP Order” and together with the Interim DIP Order, collectively, the “DIP Orders”); (vii) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing credit agreement for the DIP Financing (the “DIP FacilityCredit Agreement”)) to be entered into in accordance with the DIP Term Sheet and the DIP Orders, including any amendments or modifications thereto; (viii) the Exit Facility Term Sheet and the Exit Facility Commitment Letters; and (hix) the order of the Bankruptcy Court approving the PVA Entities’ assumption of this Agreement and the Backstop Commitment Agreement; Agreement (ithe “Approval Order”). (b) Except as set forth herein, the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the documents identified on Exhibit C hereto that will comprise the Plan Supplement. The Definitive Documentation identified in Section 3(a) will, after the foregoing sentence (i) remains RSA Effective Date, remain subject to negotiation and completion (ii) shall shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, Agreement (iii) shall (except with respect to including the Definitive Documentation referenced in subsection (fExhibits and Schedules) and (g))otherwise be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”), and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to each of: (i) the PVA Entities; (ii) Consenting Second Lien Noteholders who hold, in the aggregate, at least 66.67%% in principal amount outstanding of all Note Holders holding more than 66.66Claims held by Consenting Noteholders (the “Majority Consenting Noteholders”); and (iii) Consenting RBL Lenders who hold, in the aggregate, at least 66.67% in principal amount outstanding of all RBL Claims held by Consenting RBL Lenders (the “Majority Consenting Second Lien Note Holder Claims (RBL Lenders,” and together with the Majority Consenting Noteholders, collectively, the “Required Consenting Second Lien Note HoldersCreditors”). The Debtors will use commercially reasonable efforts ; provided, however, any Plan exhibits (including those documents included in the Plan Supplement) related solely to provide draft copies the allocation or ownership of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel New Common Stock and/or corporate governance matters shall be satisfactory to the Restructuring Support Parties at least two (2) business days before Majority Consenting Noteholders only. For the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafteravoidance of doubt, when used herein, the term “Required Consenting Creditors” shall require the independent approval of the Majority Consenting RBL Lenders and the Majority Consenting Noteholders.

Definitive Documentation. The definitive documents documents, instruments and agreements governing the Restructuring (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (a) the documentation in respect of the DIP Facility and authorizing use of cash collateral, including, without limitation, (i) a ratification and amendment agreement among Debtors, First Lien Agent and First Lien Lenders pursuant to which the First Lien Credit Agreement and related financing documents shall be ratified and amended, consistent with the DIP Term Sheet and otherwise in form and substance acceptable to the Company, the First Lien Agent and Lightship (the “DIP Credit Agreement”), (ii) a budget with respect to the DIP Facility acceptable to the Company, the First Lien Agent and Lightship (the “DIP Budget”), (iii) the DIP Motion, (iv) the Interim DIP Order and (v) the Final DIP Order; (i) the Plan (and all schedulesexhibits, exhibits annexes and supplements schedules thereto); ) consistent with this Agreement and the Restructuring Term Sheet and otherwise in form and substance acceptable to the Company, the First Lien Agent and Lightship and (bii) any plan supplement documents (including, without limitation, (A) a schedule of executory contracts and unexpired leases to be assumed in form and substance acceptable to Lightship, the order approving First Lien Agent and confirming the Company (it being understood that, unless otherwise agreed by Lightship, the First Lien Agent and the Company, any executory contract and unexpired lease not appearing on such schedule shall be deemed rejected under the Plan) and (B) a form of amended and restated credit agreement amending and restating the DIP Credit Agreement with respect to exit financing consistent with the Exit Facility Term Sheet and otherwise in form and substance acceptable to the Company, including the settlements described therein First Lien Agent, the First Lien Lenders and Lightship (the “Confirmation OrderExit Facility Credit Agreement”); ); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); , and pleadings in support of approval of the Disclosure Statement; (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); , and pleadings in support of approval of the Solicitation Materials; (e) the First Day Motions and related interim and final orders; (f) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials in form and substance acceptable to the Company, the First Lien Agent and Lightship (the “DS Disclosure Statement Order”); and (fg) the interim order of the Bankruptcy Court confirming the Plan and authorizing all of the transactions and agreements contemplated by the Plan (and all exhibits, annexes and schedules thereto), including any plan supplement documents, in form and substance acceptable to the Company, the First Lien Agent and Lightship (the “Interim DIP Confirmation Order”) and final (), which Confirmation Order shall include a waiver of the “Final DIP Order”) orders authorizing the use automatic stay for effectiveness of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the documents identified on Exhibit C hereto that will comprise the Plan Supplementunder Rule 3020(e) of the Federal Rules of Bankruptcy Procedure, and pleadings in support of entry of the Confirmation Order. The Definitive Documentation identified in the foregoing sentence (i) remains subject to negotiation and completion (ii) shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) the Restructuring Term Sheet, the DIP Term Sheet and the Exit Facility Term Sheet and, except where otherwise specified in this Agreement or the Restructuring Term Sheet or agreed to in writing by the Parties, shall (except with respect to the Definitive Documentation referenced in subsection (f) and (g))otherwise otherwise be in form and substance satisfactory acceptable to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”)Debtors, and (iv) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, Lightship and the notes to be issued to First Lien Agent. If the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with Company receives approval by the Bankruptcy Court (other than “first day” motions) to counsel to of an Acceptable Sale in connection with the Approved Sale Process, all consent and approval rights of Lightship, the First Lien Agent and the First Lien Lenders set forth in this Agreement and the Restructuring Support Parties at least two (2) business days before Term Sheet shall terminate and such consent and approval rights shall be agreed by the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafterCompany and the purchaser under the Acceptable Sale.

Definitive Documentation. The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Plan Restructuring Documents”) shall 4 For the avoidance of doubt, the obligations and rights of the Consenting Creditors described in this Agreement shall apply to any postpetition claims acquired by such Consenting Creditors in accordance with the Restructuring Transactions. consist of: (a) the motion to assume this Agreement pursuant to sections 105(a) and 365 of the Bankruptcy Code and the performance by the Debtors of their obligations hereunder (the “Definitive DocumentationRSA Assumption Motion”) governing and the Restructuring shall include: order approving the RSA Assumption Motion (athe “RSA Assumption Order”); (b) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (Confirmation Order and all exhibits thereto) with respect to pleadings in support of entry of the Plan (the “Disclosure Statement”)Confirmation Order; (d) the Disclosure Statement, the other solicitation materials with in respect to of the Plan (such materials, collectively, the “Solicitation Materials”), the motion to approve the Disclosure Statement, and the order entered by the Bankruptcy Court approving the Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “Disclosure Statement Order”); (e) the order approving documentation in respect of the Disclosure Statement EFIH First Lien DIP Financing (including related motions and the Solicitation Materials (the “DS Order”orders); (f) the interim documentation in respect of the EFIH Second Lien DIP Financing (the “Interim DIP Order”) including related motions and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financingorders); (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”)Oncor TSA Amendment; (h) the Backstop Commitment Agreement; IRS Submissions and the Private Letter Ruling, (i) the order approving Conversion Agreement (as defined in the entry into the Backstop Commitment AgreementLetter) (including any related order); (j) the Equity motion (the “Approval Motion”) and related orders to obtain entry of (i) an order (the “Approval Order”) authorizing, among other things, (A) the EFIH First Lien Settlement, (B) the EFIH Second Lien Settlement; and (C) EFH and EFIH to perform their obligations under the Commitment Letter, including the payment of professionals’ fees on the terms set forth in the Commitment Letter and (ii) an order (the “Oncor TSA Amendment Order”) authorizing the Oncor TSA Amendment, all in a manner consistent with the terms of this Agreement; (k) any order approving the Equity Commitment Agreementdocumentation in respect of the EFIH First Lien Settlement (including the related order); and (l) the documentation in respect of the EFIH Second Lien Settlement (including the related order); (m) any pleadings or orders related to the EFIH First Lien Makewhole Claim and/or EFIH Second Lien Makewhole Claim (collectively, the “Make-Whole Pleadings”); (n) all other documents identified on Exhibit C hereto that will comprise the Plan Supplement; and (o) a motion seeking entry of an order and the resulting order restricting transfers of claims against the Debtors to the extent such transfers would adversely affect the Debtors’ ability to obtain any required regulatory consents (the “Trading Motion”). The Definitive Documentation identified in the foregoing sentence (i) remains Plan Restructuring Documents remain subject to negotiation and completion (ii) shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, and shall otherwise be in form and substance reasonably acceptable to each of (i) the Debtors, (ii) the Consenting Interest Holders, and (iii) the Required Consenting Creditors; provided, however, that, only EFH, EFIH, the Consenting Fidelity EFIH First Lien Noteholders, the Consenting EFIH Second Lien Noteholders, the Consenting EFH Unsecured Noteholders, and the Required EFIH Unsecured Consenting Creditors, and no other Restructuring Support Party, shall (except with respect have the foregoing rights described in this Section 3 over those documents pertaining exclusively to the Definitive Documentation referenced Restructuring Transactions and Chapter 11 Cases of EFH and EFIH; provided, further, that the Approval Order, the Oncor TSA Amendment Order, and the Make-Whole Pleadings shall be in subsection form and substance reasonably satisfactory to EFH, EFIH, the Consenting Fidelity EFIH First Lien Noteholders, the Consenting EFH Unsecured Noteholders, and the Required EFIH Unsecured Consenting Creditors only (fand no other Restructuring Support Party shall have the foregoing rights) provided, further, the new EFH/EFIH debt and equity documents (including the Conversion Agreement) and the EFH and EFIH corporate governance documents (g))otherwise including the selection of the board of directors and officers of such entities) shall be in form and substance satisfactory to the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required EFIH Unsecured Consenting Senior Note Holders”)Creditors only, and (iv) shallin each case, with respect subject to the Equity Commitment Agreement, terms and conditions specified in the order approving the Equity Commitment AgreementTerm Sheet, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter.EFIH Unsecured

Definitive Documentation. (a) The definitive documents and agreements (collectively, the “Definitive DocumentationRestructuring Documents”) governing the Restructuring Transactions shall include: consist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order, or document (abut not including any notices, except as otherwise set forth in this section) filed by the Debtors at any point prior to the Termination Date related to the Restructuring Transactions, including without limitation: (i) the Plan; (ii) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (iii) the Disclosure Statement, the other solicitation materials in respect of the Plan (and all schedulessuch materials, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) , the motion to approve the Disclosure Statement, and the order entered by the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the Bankruptcy Code (the “DS Disclosure Statement Order”); ; (fiv) the interim (the “Interim DIP Order”) and final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”); (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k) any order approving the Equity Commitment Agreement; and (l) the all other documents identified on Exhibit C hereto that will comprise the Plan Supplement. , except as provided herein; (v) the Cash Collateral Orders and the motion to approve the Cash Collateral Orders; (vi) the first-day pleadings identified on Schedule 1 attached hereto and any other customary first-day pleadings that the Debtors determine are necessary or desirable to file (the “First Day Pleadings”) and all orders sought pursuant thereto; (vii) any documents or agreements for any exit facility, including the New First Lien Exit Facility, including, without limitation, a credit agreement and an intercreditor agreement governing the New First Lien Exit Facility and the New Convertible Debt; (viii) any documents or agreements for the governance of the Reorganized Debtors following the conclusion of the Chapter 11 Cases, including any shareholders’ agreements and certificates of incorporation; and (ix) any documents or agreements for the Management Incentive Plan and any new employment contracts for current employees of the Debtors. (b) The Definitive Documentation identified in the foregoing sentence (i) remains Restructuring Documents remain subject to negotiation and completion (ii) shall and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (iii) shall (except with respect including the forms of each exhibit annexed to the Definitive Documentation referenced in subsection (f) Term Sheet, and (g))otherwise shall otherwise be in form and substance satisfactory reasonably acceptable to each of the Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the “Required Consenting Senior Note Holders”Creditors; provided that the Restructuring Documents set forth in Section 3(v), (vii), (viii), (ix), and (iv) shall), with respect to the Equity Commitment Agreementextent such documents relate to (vii), the order approving the Equity Commitment Agreement(viii), and the notes to or (ix), shall be issued deemed acceptable to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise Required Senior Unsecured Creditors if in form and substance reasonably satisfactory acceptable only to Consenting each of the Debtors, the Required First Lien Creditors, and the Required Second Lien Note Holders Creditors. As used herein, the term “Required Consenting Creditors” means, at any relevant time, Consenting Creditors holding more than 66.6650% by principal amount outstanding of the First Lien Credit Agreement Claims held by the Consenting Second Lien Note Holder Claims Creditors (the “Required First Lien Creditors”), Consenting Creditors holding more than 50% by principal amount outstanding of the Second Lien Note HoldersClaims held by the Consenting Creditors (the “Required Second Lien Creditors”). The Debtors will use commercially reasonable efforts to provide draft copies , and Consenting Creditors holding more than 50% by principal amount outstanding of the Definitive Documentation that Unsecured Senior Note Claims held by the Debtors intend to file with Consenting Creditors (the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafterRequired Senior Unsecured Creditors”).