Common use of Definitive Documentation Clause in Contracts

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include: (i) the 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 (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”); (ii) 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 (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and the transactions 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 (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including the Term Sheet) in all respects, and shall otherwise be in form and substance reasonably satisfactory to the Stone Parties, on the one hand, and the Required Consenting Noteholders2, on the other hand; provided, however, that— (i) the form, terms and provisions of the 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,

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include: consist of: (ia) the Stone Parties’ Disclosure Statement with respect to the Plan setting forth the terms (and conditions of the Restructuring Transactions (together with all exhibits thereto); (b) the order of the Bankruptcy Court entered pursuant to section 1129 of the Bankruptcy Code confirming the Plan (the “Confirmation Order”) and pleadings in support of entry of the Confirmation Order; (c) the disclosure statement relating to the Plan, including all exhibits, appendices and schedules thereto, as amended, supplemented or modified from time to time (the “Disclosure Statement”) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with in respect to of the PlanPlan (such materials, collectively, the “Solicitation Materials”); ; (iid) 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; (e) customary “first day” and “second day” motions and proposed orders (the “Disclosure Statement OrderFirst Day and Second Day Pleadings”); (f) the motion and proposed order, if any, to be filed on the first day of the Chapter 11 Cases seeking use of cash collateral to fund the administration of the Chapter 11 Cases (collectively, the “Cash Collateral Motion”); (g) the motion and proposed order to be filed on the first day of the Chapter 11 Cases seeking Bankruptcy Court confirming approval of certain procedures and forms related to the Rights Offering and assumption of the Backstop Commitment Agreement (collectively, the “Approval Motion”); (h) any settlement, compromise, amendment or other restructuring of the FT Agreements (as defined in the Plan), or any replacement agreement and (i) all other documents and forms of documents, agreements, schedules and exhibits to the Plan (the “Confirmation OrderPlan Supplement”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and the transactions 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 (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The . Where Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, remain remains subject to negotiation and completion 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 (including the Term Sheet) in all respects, and shall otherwise be in form and substance reasonably satisfactory to the Stone Parties, on the one hand, and the Required Consenting Noteholders2, on the other hand; provided, however, that— (i) the form, terms and provisions of the 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,

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include: (i) the 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 (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”); (ii) the Plan, including any plan supplement documents Scheme of Arrangement; (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 iii) an order of the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”), ; (iv) an order of an Irish court approving the Bankruptcy Court authorizing Scheme of Arrangement; (v) the assumption of this Agreement (disclosure statement with respect to the “RSA Assumption Order”)Plan, the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court other solicitation materials in respect of the Appalachian Assets Plan (whether pursuant to the Assumption and Procedures Order or other order of the Bankruptcy Court) (such materials, collectively, the “Bidding ProceduresSolicitation Materials”), the and an order of entered by the Bankruptcy Court approving the Appalachia PSA Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the transactions contemplated thereby Bankruptcy Code (the “Appalachia Sale Disclosure Statement Order”), the motions ; (vi) a motion seeking approval of each the Debtors’ incurrence of post- petition debt financing (the “DIP Motion”) and the credit agreement with respect thereto (the “DIP Credit Agreement”); the interim and final orders granting the DIP Motion (the “Interim DIP Order” and “Final DIP Order”, respectively, and collectively, the “DIP Orders” and together with the DIP Motion and DIP Credit Agreement, the “DIP Financing Documents”); (vii) a motion by the Debtors seeking Bankruptcy Court approval to assume this Agreement pursuant to section 365(a) of the foregoingBankruptcy Code (the “RSA 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 All Trade Motion“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 Cash Collateral Motion Plan (the “Plan Supplement”) including, without limitation, any constitutional, organizational and other documents of the Royalty MotionDebtors 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 (iiixiii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, remain remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including and the Term Sheet. Except where otherwise specified in this Agreement or the Term Sheet or agreed to in writing by the Parties, the Definitive Documentation (other than the Corporate Governance Documents) in all respects, and shall otherwise be in form and substance reasonably satisfactory acceptable to the Stone PartiesDebtors, on the one hand, and the Required Consenting Noteholders2Noteholders1, on the other hand; provided, however, that— (i) the form, terms and provisions of the 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,:

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ia) the Stone Parties’ Disclosure Statement 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 setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, the “Disclosure Statement”); (d) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, Plan (collectively, the “Solicitation Materials”); ; (iie) 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 “Disclosure Statement DS Order”), ; (f) theany interim (thean “Interim DIP Order”) andor final (the order “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing and entered by the Bankruptcy Court confirming the Plan after May [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “Confirmation OrderDIP 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), an order of ; (m) the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Hedge Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”Plan Term Sheet), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA ISDA and the transactions contemplated thereby other agreements and documents relating to hedging and (n) the “Appalachia Sale Order”), documents identified on Exhibit C hereto that will be filed with the motions seeking approval of each of Disclosure Statement or otherwise comprise the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) Plan Supplement. The Definitive Documentation identified in Section 4.(athe foregoing sentence (i) of this Agreement will, after the RSA Effective Date, remain remains subject to negotiation and shall, upon completion, completion (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement Agreement, (including iii) shall (except with respect to the Term SheetDefinitive Documentation referenced in subsection (f) in all respects, and (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 Stone PartiesBackstop Commitments as identified on Exhibit ECommitment held by Senior Commitment Parties (under, and as defined, in the Backstop Commitment Agreement) (the “Required Consenting Senior Note Holders”), and (iv 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 one handConsenting 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 Noteholders2, on the other hand; provided, however, that— (i) the form, terms and provisions Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the constitutionalDefinitive 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, organizational 5, 9, and other documents of 11 on Exhibit C hereto to 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,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 Transaction shall includeinclude 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: (ia) the Stone Partiesmotion authorizing the assumption of or the Debtors’ Disclosure Statement entry into this Agreement (the “RSA Approval Motion”); (b) the order of the Bankruptcy Court approving the RSA Approval Motion (the “RSA Approval Order”); (c) any “first day” motions (the “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, schedules, supplements, appendices, annexes and attachments thereto) and the confirmation order with respect to the Plan setting forth (the terms “Confirmation Order”); (f) the disclosure statement for the Plan prepared and conditions distributed in accordance with, among other things, sections 1125, 1126(b), and 1145 of the Restructuring Transactions Bankruptcy Code, Rule 3018 of the Federal Rules of Bankruptcy Procedure (together with the “Bankruptcy Rules”) and other applicable law, and all exhibits theretoexhibits, schedules, supplements, modifications and amendments thereto (the “Disclosure Statement”); (g) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (order of the Bankruptcy Court approving the Disclosure Statement together and the solicitation of votes in connection with any other 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, Plan (collectively, the “Solicitation Materials”); (iii) any documents or agreements in connection with any exit facility (if any); (j) any documents or agreements in connection with the Plangovernance of HoldCo following the conclusion of the Chapter 11 Cases (“Reorganized HoldCo”), including any plan supplement documents shareholders’ agreements and certificates of incorporation; (including, without limitation, k) 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, Divestment Letter Agreements and any equityholders’ other documents or agreements with respect related to the reorganized Stone Parties), the order of the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order LLA Override (as defined in the Appalachia PSAPlan); (l) in regard any documents related to the transactions contemplated Unsecured LLA Override Shares (as defined in the Appalachia PSA Plan) granted for the benefit of holders of Unsecured Note Claims under the Plan; (the “Assumption and Procedures Order”), the bidding procedures (if anym) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether pursuant any documents or agreements related to the Assumption and Procedures Order Management Incentive Plan (as defined in the Plan). (n) any documents or other order of agreements related to the Bankruptcy CourtNew Warrants (as defined in the Plan); (o) any documents or agreements related to the New Common Stock (as defined in the “Bidding Procedures”Plan), the order of the Bankruptcy Court approving the Appalachia PSA and the transactions 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 (iiip) any document documents or filing identified agreements related to the Employment Agreement (as defined in the Term Sheet as being subject to approval or consent rights under Section 4(bPlan) and the ongoing employment of this Agreement. (b) The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ by Reorganized HoldCo. Certain of the Definitive Documentation identified in this Section 4.(a) of this Agreement will, after the RSA Effective Date, 2 remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement 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 (as defined in the Plan) and the Unsecured LLA Override Shares to ensure that it provides Consenting Unsecured Noteholders with Acceptable Consenting Unsecured Noteholder Treatment (as defined below). Any document that is included within the definition of “Definitive Documentation,” including the Term Sheet) in all respectsany amendment, and supplement, or modification thereof, shall otherwise be in form and substance reasonably satisfactory acceptable to the Stone Parties, on the one hand, Debtors and the Required Requisite Majority Consenting Noteholders2Secured Noteholders (as defined below) and, on only as specifically set forth herein, the other handRequisite Majority Consenting Unsecured Noteholders (as defined below); provided, however, that— (i) provided that the form, terms economic and adequate protection provisions of the constitutional, organizational DIP Orders shall be in form and other documents substance acceptable to the Debtors and the Consenting Secured Noteholders identified on the signature pages hereto as of the Stone date hereof (the “Initial Consenting Secured Noteholders”) for so long as such Initial Consenting Secured Noteholders hold at least 85% of the First Lien Notes and at least 85% of the Second Lien Notes. Venoco acknowledges and agrees that it will provide advance draft copies of all Definitive Documentation, as soon as reasonably practicable prior to filing, to counsel to the Restructuring Support Parties setting forth the rights of stockholders or noteholders after the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,identified in Section 24 hereof.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (each, including all amendments, modifications and supplements thereto, a “Definitive Document” and collectively, the “Definitive Documentation”) shall include: (i) the Stone Parties’ Disclosure Statement Plan and all exhibits thereto (including the compilation of documents and forms of documents, schedules, and exhibits to the Plan that will be filed by the Debtors with the Bankruptcy Court in accordance with this Agreement (the “Plan Supplement”), including the exhibit to the Plan Supplement that will set forth the material components of the transactions that are required to effectuate the Restructuring contemplated by this Agreement and the Plan Supplement, including any “restructuring steps memo,” “tax steps memo” or other document describing steps to be taken and the related tax considerations in connection with the Restructuring (the “Restructuring Transactions Exhibit”)); (ii) the confirmation order with respect to the Plan setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, the “Disclosure StatementConfirmation Order”) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required pleadings in support of entry thereof; (iii) the order with respect to memorialize the Restructuring Transactions (the Disclosure Statement together with any other (the “Disclosure Statement Order”) (including the Disclosure Statement and Solicitation Motion (as defined herein)); (iv) the solicitation materials with respect to the Plan, including the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”) (collectively, the “Solicitation Materials”); (iiv) (A) the Planinterim order authorizing, among other things, the Debtors to use cash collateral and obtain debtor-in-possession financing (the “Interim DIP Order”), (B) the final order authorizing, among other things, the Debtors to use cash collateral and obtain debtor-in-possession financing (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”), and (C) the debtor-in-possession credit agreement and note purchase agreement (the “DIP Facility Agreement”) and all related documentation, including any plan supplement documents budget (the “DIP Budget”) or term sheet (the “DIP Term Sheet”) related thereto, regarding the debtor-in-possession financing including any equity conversion processes or mechanisms relating thereto (collectively, the “DIP Financing Documents” and, such financing, the “DIP Financing”); (vi) all documentation related to any exit financing for the Restructuring (collectively, the “Exit Financing Documents”); (vii) all documentation related to the new money rights offering, which will be offered pursuant to section 1145 of the Bankruptcy Code and/or any other applicable law, including, without limitation, the identity under section 4(a)(2) of the officers Securities Act (the “Rights Offering”), including the order authorizing the Debtors to enter into the Backstop Agreement (the “Backstop Approval Order”) and directors the procedures for the implementation of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notesRights Offering (the “Rights Offering Procedures”) (collectively with the Backstop Agreement, the governance documents for “Rights Offering Documents”); (viii) the reorganized Stone Parties, and any equityholders’ agreements backstop agreement with respect to the reorganized Stone PartiesRights Offering (the “Backstop Agreement”); (ix) any “key employee” retention or incentive plan and any motion, the declaration or order of related thereto; (x) all “first day” motions, applications, and other documents that any Debtor intends to file with the Bankruptcy Court approving the Disclosure Statement (and seeks to have heard on an expedited basis at the “Disclosure Statement Order”), first-day hearing” in the order of Chapter 11 Cases and any proposed orders related thereto; (xi) all documentation addressing or relating to the Bankruptcy Court confirming the Plan (the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order M▇ ▇▇▇▇ Settlement (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether pursuant to the Assumption and Procedures Order or other order of the Bankruptcy Courtherein) (the “Bidding ProceduresM▇ ▇▇▇▇ Settlement Documents”), ) and/or the order of the Bankruptcy Court approving the Appalachia PSA and the transactions contemplated thereby E▇▇▇ ▇▇▇▇ Settlement (as defined herein) (the “Appalachia Sale OrderE▇▇▇ ▇▇▇▇ Settlement Documents”); (xii) any other material documents, agreements, motions, pleadings, supplements, briefs, applications, orders, and other filings with the motions seeking approval of each Bankruptcy Court, including any term sheets in respect thereof related to any of the foregoing, foregoing or as may be reasonably necessary or advisable to implement the All Trade Motion, the Cash Collateral Motion and the Royalty MotionRestructuring; and (iiixiii) to the extent not included, any document motions and related proposed orders, or filing identified in amendment or modification of any order, related to each of the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreementabove. (b) The Definitive Documentation identified in Section 4.(a3(a) of not executed or in a form attached to this Agreement will, after the RSA Effective Date, remain subject to negotiation and shallcompletion. The Definitive Documentation, upon completionincluding all amendments and modifications thereto and including all forms thereof filed with the Bankruptcy Court, shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including the Term Sheet) in all respects, and shall otherwise be at all times in form and substance reasonably acceptable to (i) the Debtors and (ii) the Consenting 2026 Noteholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the 2026 Notes Claims held by all Consenting 2026 Noteholders at the time of such consent (the “Majority Consenting 2026 Noteholders”); provided, that, without limiting the foregoing, (A) the Plan, the Plan Supplement, the DIP Orders, the DIP Facility Agreement, the Backstop Agreement, the Backstop Approval Order and the Confirmation Order shall be in form and substance reasonably satisfactory acceptable to the Stone PartiesDebtors and the Majority Consenting 2026 Noteholders; (B) (x) the M▇ ▇▇▇▇ Settlement Documents and (y) any other Definitive Document to the extent related to or concerning the Plan treatment of the Bond Green Bonds to the extent materially and adversely inconsistent with this Agreement (including as may be amended), on shall, in each case, be reasonably acceptable to the one handDebtors and the Consenting Bond Green Bondholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the Bond Green Bonds Claims held by all Consenting Bond Green Bondholders at the time of such consent (the “Majority Consenting Bond Green Bondholders”); (C) (x) the E▇▇▇ ▇▇▇▇ Settlement Documents and (y) any other Definitive Document to the extent related to or concerning the Plan treatment of the E▇▇▇ ▇▇▇▇▇ Bonds to the extent materially and adversely inconsistent with this Agreement (including as may be amended), shall, in each case, be reasonably acceptable to the Debtors and the Consenting E▇▇▇ ▇▇▇▇▇ Bondholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the E▇▇▇ ▇▇▇▇▇ Bonds Claims held by all Consenting E▇▇▇ ▇▇▇▇▇ Bondholders at the time of such consent (the “Majority Consenting E▇▇▇ ▇▇▇▇▇ Bondholders”); and (D) any Definitive Document, to the extent related to or concerning (x) the use of prepetition cash collateral, adequate protection or stipulations and findings relating to the Senior Secured Credit Facility Claims, (y) the Plan treatment of the Senior Secured Credit Facility Claims to the extent materially and adversely inconsistent with this Agreement (including as may be amended) and (z) the Exit Financing Documents (solely to the extent the Senior Secured Credit Facility Claims convert to obligations under such Exit Financing) shall be reasonably acceptable to the Debtors and the Consenting Senior Secured Credit Facility Lenders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the Senior Secured Credit Facility Claims held by all Consenting Senior Secured Credit Facility Lenders at the time of such consent (the “Majority Consenting Senior Secured Credit Facility Lenders”); provided further, that any provision of any Definitive Document setting out allocations of the DIP Financing or any backstop of the Rights Offering or Exit Financing shall be acceptable to the Debtors and the ad hoc group of those holders of Company Claims/Interests, including the 2026 Notes Claims (the “Ad Hoc Group”) represented by D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP (“D▇▇▇▇ ▇▇▇▇”), as legal counsel, and Evercore Group L.L.C. (“Evercore”), as financial advisor, in connection with the Required Consenting Noteholders2Restructuring (collectively, on the other hand; provided, however, that— (i) the form, terms and provisions of the 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,“Ad Hoc Group Advisors”).

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include: (i) the 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 (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”); (ii) 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, Chaparral Parties and any equityholders’ agreements with respect to the reorganized Stone PartiesChaparral Parties that are proposed to be filed in connection therewith); (ii) the confirmation order with respect to the Plan (the “Confirmation Order”); (iii) the related disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (iv) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (v) an order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials; (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”), vi) an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA Chaparral Parties’ entry into, and the transactions contemplated thereby performance under, this Agreement (the “Appalachia Sale PSA Approval Order”); (vii) an order or orders of the Bankruptcy Court approving the Chaparral Parties’ entry into, and performance under, the Backstop Commitment Agreement (the “BCA Approval Order”) and the Mandate Letter (the “Mandate Letter Approval Order”); (viii) a retirement agreement with respect to Mr. ▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) that is consistent with Exhibit 2 to the Plan Term Sheet (the “Retirement Agreement and General Release”); (ix) 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 registration rights agreement with respect to the New Equity Interests consistent with the term sheet attached as Exhibit F hereto; (xiii) the Cash Collateral Order (as defined below); (xiv) the motions seeking approval of each of the foregoing, the All Trade Motion, the Cash Collateral Motion above as well as any supplements thereto and the Royalty Motionexhibits thereof; and (iiixv) any document or filing identified in the Plan Term Sheet as being subject to approval or consent rights under Section 4(b3(b) of this Agreement. (b) The Any Definitive Documentation identified in Section 4.(a3.(a) of this Agreement that is not attached hereto as an exhibit or part of an exhibit will, after the RSA PSA Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including the Term Sheetexhibits) in all respects, and shall otherwise be in form and substance reasonably satisfactory to the Stone Chaparral Parties, on those Consenting Noteholders that are members of the one handAd Hoc Committee (as 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 Noteholders”), and those Consenting Prepetition Lenders who hold, in the aggregate, at least 50% in principal amount outstanding of all Prepetition Credit Agreement Claims held by Consenting Prepetition Lenders (the “Required Consenting Prepetition Lenders” and, together with the Required Consenting Noteholders2Noteholders, on the other hand“Required Consenting Creditors”); provided, however, that— (i) that to the formextent the corporate governance documents, terms equityholders’ agreements, and provisions 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. For the avoidance of doubt, when used herein, the term “Required Consenting Creditors” shall require the independent approval of both of the constitutional, organizational Required Consenting Noteholders 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,Required Consenting Prepetition Lenders.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include: (i) the 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 (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”); (ii) the Plan, including any plan supplement documents (including, without limitation, the identity of documents identifying the officers and directors of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notesDebtors, the governance documents for the reorganized Stone PartiesDebtors, and any equityholders’ agreements with respect to the reorganized Stone PartiesDebtors), ; (ii) the confirmation order of the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming with respect to the Plan (the “Confirmation Order”); (iii) the related disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (iv) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (v) an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), ; (vi) (A) the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA interim order authorizing use of cash collateral (the “Assumption and Procedures Interim Cash Collateral Order”), ) and (B) the bidding procedures (if any) approved by the Bankruptcy Court in respect final order authorizing use of the Appalachian Assets (whether pursuant to the Assumption and Procedures Order or other order of the Bankruptcy Court) cash collateral (the “Bidding ProceduresFinal Cash Collateral Order” and, together with the Interim Cash Collateral Order, the “Cash Collateral Orders”), the order of the Bankruptcy Court approving the Appalachia PSA and the transactions contemplated thereby ; and (the “Appalachia Sale Order”), vii) the motions seeking approval of each of the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreementabove. (b) The Definitive Documentation identified in Section 4.(a3(a) of this Agreement will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including the Term Sheetall exhibits hereto) in all respects, and shall otherwise be in form and substance reasonably satisfactory to the Stone Partiesthose Restructuring Support Parties (in their sole discretion) who hold, on the one handin aggregate, and the Required Consenting Noteholders2, on the other hand; provided, however, that— (i) the form, terms and provisions at least 66.6% in principal amount outstanding of the constitutional, organizational and other documents of Second Lien Notes Claims held by the Stone Restructuring Support Parties setting forth (the rights of stockholders or noteholders after the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,“Majority Restructuring Support Parties”).

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall includeconsist of all documents (including any related orders, agreements, instruments, schedules, or exhibits) that are contemplated by and referenced in the Plan, including, without limitation: (i) the Stone Parties’ Disclosure Statement Plan (and all exhibits and other documents and instruments related thereto); (ii) the documents governing the New OpCo Notes and, if applicable, the Additional New OpCo Notes (and any agreements, documents or instruments related thereto); (iii) the Backstop Commitment Agreement and Rights Offering Procedures (and all exhibits and other documents and instruments related thereto); (iv) the documents comprising the supplement to the Plan (the “Plan Supplement”), which shall include, without limitation, the revised charter and other organizational documents for the Ultra Entities; (v) the disclosure statement (and all exhibits and other documents and instruments related thereto) with respect to the Plan setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, the “Disclosure Statement”); (vi) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, Plan (collectively, the “Solicitation Materials”); (iivii) the Plan, including any plan supplement documents (including, without limitation, the identity motion seeking approval of the officers Disclosure Statement and directors of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone Parties, materials related thereto and any equityholders’ agreements with respect to the reorganized Stone Parties), the order of the Bankruptcy Court approving the adequacy of the Disclosure Statement and Solicitation Materials and approving the Rights Offering Procedures (the “Disclosure Statement Order”); (viii) the motion (the “Approval Motion”) seeking an order of the Bankruptcy Court (i) approving the Ultra Entities’ entry into the Backstop Commitment Agreement 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 (ix) the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and the transactions 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 (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The Definitive Documentation identified in Section 4.(a3(a) of this Agreement will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants shall each be consistent with the terms of this Agreement (including the Term Sheet) in all respectsmaterial respects with, and 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 hereof) and shall be in form and substance reasonably satisfactory to the Stone PartiesUltra Entities and each of: (i) Consenting HoldCo Noteholders who hold, on in the one handaggregate, as of the date of determination, at least 66.67 percent in principal amount outstanding of all HoldCo Notes held by Consenting 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 Noteholders2, on the other handParties”); provided, however, that— that notwithstanding anything to 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 formHoldCo Noteholder Backstop Parties that hold, terms and provisions as of the constitutionaldate of determination, organizational at least 66.67 percent in principal amount outstanding of all HoldCo Notes held by HoldCo Noteholder Backstop Parties as of such date (the “Majority HoldCo Noteholder Backstop Parties”) and other documents (ii) Equityholder Backstop Parties that hold, as of the Stone date of determination, at least 66.67 percent in principal amount outstanding of all HoldCo Equity Interests held by Equityholder Backstop Parties setting forth as of such date (the rights of stockholders or noteholders after the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,“Majority Equityholder Backstop Parties”).

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include, without limitation: (i) this Agreement (as amended, modified, or otherwise supplemented); (ii) the Stone Parties’ Disclosure Statement 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; (iii) the order confirming the Plan (the “Confirmation Order”) and any motion or other pleadings related to the Plan, all exhibits thereto, or confirmation of the Plan; (iv) a disclosure statement and all exhibits thereto 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 (the Disclosure Statement together with any other solicitation materials (including the Rights Offering Procedures) with respect to the Plan, collectively, Plan (the “Solicitation Materials”); (iiv) the (A) motion by the Debtors seeking an order from the 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 “Solicitation Order”), and (B) 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 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) any motions or other pleadings or documents to be filed in support of the entry of the DIP Orders; (vii) the DIP TL Credit Agreement to be entered into in accordance with the Restructuring Term Sheet and the DIP Orders, including any plan supplement documents amendments, modifications, or supplements thereto, and together with any related notes, certificates, agreements, security agreements, documents, and instruments (includingincluding any amendments, without limitationsupplements, or modifications of any of the foregoing) related to or executed in connection therewith (collectively, the identity “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 officers foregoing) related to or executed in connection therewith (collectively, the “DIP ABL Documents” and directors together with the DIP TL Documents, the “DIP Documents”); (ix) the credit agreement for the Exit ABL Facility (the “Exit 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 reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notesforegoing) related to or executed in connection therewith (collectively, the governance documents for “Exit ABL Documents”); (x) the reorganized Stone Partiesterms, conditions, and procedures setting forth the method to conduct the Rights Offering (the “Rights Offering Procedures”), and any equityholders’ agreements amendments, modifications, or supplements thereto, and together with respect 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 reorganized Stone PartiesBackstop 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 the Disclosure Statement such motion (the “Disclosure Statement 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”), the order of the Bankruptcy Court confirming the Plan and to which all such holders shall be bound or deemed bound (the “Confirmation OrderNew Stockholders’ Agreement”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and the transactions 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 (iiixiv) any document the forms of certificates of incorporation, certificates of formation, limited liability company agreements, partnership agreements, or filing identified in other forms of organizational documents and bylaws for Reorganized Debtors (the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement“Amended Governance Documents”). (b) The Except as set forth herein, the Definitive Documentation identified in Section 4.(a(and any modifications, restatements, supplements or amendments to any of them) of this Agreement will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms of this Agreement (including the Term SheetExhibits and Schedules) in all respects, and shall otherwise be in form and substance reasonably satisfactory in all respects to the Stone Parties, on the one hand, and the Required Consenting Noteholders2, on the other hand; provided, however, that— each of: (i) the formHCR Entities, terms and provisions (ii) the Consenting 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 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,“Required Consenting Noteholders”).

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive DocumentationPlan Restructuring Documents”) shall include: 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: (ia) the Stone Parties’ Disclosure Statement with respect 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 “RSA Assumption Motion”) and the order approving the RSA Assumption Motion (the “RSA Assumption Order”); (b) the Plan setting forth the terms (and conditions of the Restructuring Transactions (together with all exhibits thereto); (c) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (d) the Disclosure Statement, the “Disclosure Statement”) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with in respect to of the PlanPlan (such materials, collectively, the “Solicitation Materials”); (ii) the Plan, including any plan supplement documents (including, without limitation, the identity of motion to approve the officers and directors of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone PartiesDisclosure Statement, and any equityholders’ agreements with respect to the reorganized Stone Parties), the order of 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 documentation in respect of the Bankruptcy Court confirming EFIH First Lien DIP Financing (including related motions and orders); (f) the Plan (the “Confirmation Order”), an order documentation in respect of the Bankruptcy Court authorizing EFIH Second Lien DIP Financing (including related motions and orders); (g) the assumption of this Oncor TSA Amendment; (h) the IRS Submissions and the Private Letter Ruling, (i) the Conversion Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSACommitment Letter) in regard to (including any related order); (j) the transactions contemplated in the Appalachia PSA motion (the “Assumption Approval Motion”) and Procedures related orders to obtain entry of (i) an order (the “Approval Order”)) authorizing, among other things, (A) the bidding procedures EFIH First Lien Settlement, (if anyB) approved by the Bankruptcy Court 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) the documentation in respect of the Appalachian Assets EFIH First Lien Settlement (whether pursuant including the related order); (l) the documentation in respect of the EFIH Second Lien Settlement (including the related order); (m) any pleadings or orders related to the Assumption EFIH First Lien Makewhole Claim and/or EFIH Second Lien Makewhole Claim (collectively, the “Make-Whole Pleadings”); (n) all other documents that will comprise the Plan Supplement; and Procedures Order or other (o) a motion seeking entry of an order and the resulting order restricting transfers of claims against the Bankruptcy Court) Debtors to the extent such transfers would adversely affect the Debtors’ ability to obtain any required regulatory consents (the “Bidding ProceduresTrading Motion”), the order of the Bankruptcy Court approving the Appalachia PSA and the transactions 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 (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) . The Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, Plan Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including the Term Sheet) in all respectsAgreement, and shall otherwise be in form and substance reasonably satisfactory acceptable to each of (i) the Stone PartiesDebtors, on (ii) the one handConsenting Interest Holders, and (iii) the Required Consenting Noteholders2, on the other handCreditors; 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 have the foregoing rights described in this Section 3 over those documents pertaining exclusively to the 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 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 (iand no other Restructuring Support Party shall have the foregoing rights) provided, further, the formnew EFH/EFIH debt and equity documents (including the Conversion Agreement) and the EFH and EFIH corporate governance documents (including the selection of the board of directors and officers of such entities) shall be in form and substance satisfactory to the Required EFIH Unsecured Consenting Creditors only, in each case, subject to the terms and provisions of conditions specified in the constitutionalTerm Sheet, 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,Required EFIH Unsecured

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ia) the Stone Parties’ Disclosure Statement 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 setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, the “Disclosure Statement”); (d) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, Plan (collectively, the “Solicitation Materials”); ; (iie) 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 “Disclosure Statement DS Order”), ; (f) the order of the Bankruptcy Court confirming the Plan interim (the “Confirmation Interim DIP Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement ) and final (the “RSA Assumption Final DIP Order”), ) orders authorizing the Assumption and Procedures Order use of cash collateral and/or the entry into debtor in possession financing; (as defined in the Appalachia PSAg) in regard to the transactions contemplated in the Appalachia PSA any credit agreement for debtor-in-possession financing (the “Assumption and Procedures OrderDIP Facility”), ; (h) the bidding procedures Backstop Commitment Agreement; (if anyi) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and entry into the transactions contemplated thereby Backstop Commitment Agreement; (j) the “Appalachia Sale Order”), the motions seeking approval of each of the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty MotionEquity Commitment Agreement; and (iiik) any document or filing order approving the Equity Commitment Agreement; and (l) the documents identified in on Exhibit C hereto that will comprise the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) Plan Supplement. The Definitive Documentation identified in Section 4.(athe foregoing sentence (i) of this Agreement will, after the RSA Effective Date, remain remains subject to negotiation and shall, upon completion, completion (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement Agreement, (including iii) shall (except with respect to the Term SheetDefinitive Documentation referenced in subsection (f) in all respects, and shall otherwise (g))otherwise be in form and substance reasonably satisfactory to the Stone Parties, Debtors and those parties holding more than 66.66% of the Backstop Commitments as identified on Exhibit E (the one hand, and the “Required Consenting Noteholders2Senior Note Holders”), on the other hand; provided, however, that— (i) the form, terms and provisions of the 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,and

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ia) the Stone Parties’ Disclosure Statement 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 setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, the “Disclosure Statement”); (d) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, Plan (collectively, the “Solicitation Materials”); ; (iie) 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 “Disclosure Statement DS Order”), ; (f) the order of the Bankruptcy Court confirming the Plan interim (the “Confirmation Interim DIP Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement ) and final (the “RSA Assumption Final DIP Order”), ) orders authorizing the Assumption and Procedures Order use of cash collateral and/or the entry into debtor in possession financing; (as defined in the Appalachia PSAg) in regard to the transactions contemplated in the Appalachia PSA any credit agreement for debtor-in-possession financing (the “Assumption and Procedures OrderDIP Facility”), ; (h) the bidding procedures Backstop Commitment Agreement; (if anyi) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and entry into the transactions contemplated thereby Backstop Commitment Agreement; (j) the “Appalachia Sale Order”), the motions seeking approval of each of the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty MotionEquity Commitment Agreement; and (iiik) any document or filing order approving the Equity Commitment Agreement; and (l) the documents identified in on Exhibit C hereto that will comprise the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) Plan Supplement. The Definitive Documentation identified in Section 4.(athe foregoing sentence (i) of this Agreement will, after the RSA Effective Date, remain remains subject to negotiation and shall, upon completion, completion (ii) shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement Agreement, (including iii) shall (except with respect to the Term SheetDefinitive Documentation referenced in subsection (f) and (g))otherwise be in all respectsform 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 shall (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 be in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Stone Parties, on Consenting Second Lien Note Holder Claims (the one hand, and the “Required Consenting Noteholders2, on the other hand; provided, however, that— (i) the form, terms and provisions Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the constitutional, organizational and 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 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,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: : (ia) the Stone Parties’ Disclosure Statement 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 setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, the “Disclosure Statement”); (d) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, Plan (collectively, the “Solicitation Materials”); ; (iie) 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 “Disclosure Statement DS Order”), ; (f) any interim (an “Interim DIP Order”) or final (the order “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing and entered by the Bankruptcy Court confirming the Plan after May [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “Confirmation OrderDIP 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), an order of ; (m) the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Hedge Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”Plan Term Sheet), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA ISDA and the transactions contemplated thereby other agreements and documents relating to hedging and (n) the “Appalachia Sale Order”), documents identified on Exhibit C hereto that will be filed with the motions seeking approval of each of Disclosure Statement or otherwise comprise the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) Plan Supplement. The Definitive Documentation identified in Section 4.(athe foregoing sentence (i) of this Agreement will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion, shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement Agreement, (including the Term Sheetii) in all respects, and shall otherwise be in form and substance satisfactory to the Debtors and reasonably satisfactory to those parties holding more than 66.66% of the Stone Parties, on the one handBackstop Commitment held by Senior Commitment Parties (under, and as defined, in the Backstop Commitment Agreement) (the “Required Consenting Noteholders2Senior Note Holders”) and, other than with respect to items 4, 5, 9, and 11 on the other hand; providedExhibit C hereto, however, that— (i) the form, terms and provisions Consenting RBL Lenders holding more than 66.66% of the constitutionalConsenting RBL Facility Claims (the “Required Consenting RBL Lenders”), 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,and

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include: (i) the Stone Parties’ Disclosure Statement Plan (and all exhibits thereto) and the Plan Supplement; (ii) the confirmation order with respect to the Plan setting forth (the terms “Confirmation Order”); (iii) the related disclosure statement (and conditions of the Restructuring Transactions (together with all exhibits thereto, ) with respect to the Plan (the “Disclosure Statement”); (iv) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, Plan (collectively, the “Solicitation Materials”); (iiv) 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; (vi) (A) the interim order authorizing use of cash collateral and debtor-in-possession financing, on terms consistent with the DIP Term Sheet (the “Disclosure Statement Interim DIP Order”), ) and (B) the final order authorizing use of cash collateral and debtor-in-possession financing on terms consistent with the Bankruptcy Court confirming the Plan DIP Term Sheet (the “Confirmation Final DIP Order” and together with the Interim DIP Order, collectively, the “DIP Orders”), an order of ; (vii) the Bankruptcy Court authorizing debtor-in-possession credit agreement for the assumption of this Agreement DIP Financing (the “RSA Assumption OrderDIP Credit Agreement”)) to be entered into in accordance with the DIP Term Sheet and the DIP Orders, including any amendments or modifications thereto; (viii) the Assumption Exit Facility Term Sheet and Procedures Order the Exit Facility Commitment Letters; and (as defined in the Appalachia PSAix) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA PVA Entities’ assumption of this Agreement and the transactions contemplated thereby Backstop Commitment Agreement (the “Appalachia Sale Approval Order”), the motions seeking approval of each of the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The Except as set forth herein, the Definitive Documentation identified in Section 4.(a3(a) of this Agreement will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including the Term SheetExhibits and Schedules) in all respects, and shall otherwise be in form and substance reasonably satisfactory to each of: (i) the Stone PartiesPVA Entities; (ii) Consenting Noteholders who hold, on in the one handaggregate, at least 66.67%% in principal amount outstanding of all Note Claims 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 RBL Lenders,” and together with the Majority Consenting Noteholders, collectively, the “Required Consenting Noteholders2, on the other handCreditors”); provided, however, that— any Plan exhibits (iincluding those documents included in the Plan Supplement) related solely to the form, terms and provisions allocation or ownership of the constitutionalNew Common Stock and/or corporate governance matters shall be satisfactory to the Majority Consenting Noteholders only. For the avoidance of doubt, organizational and other documents when used herein, the term “Required Consenting Creditors” shall require the independent approval of the Stone Parties setting forth Majority Consenting RBL Lenders and the rights of stockholders or noteholders after the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,Majority Consenting Noteholders.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”"Restructuring Documents") shall includeconsist of the following: (ia) this Agreement; (b) the Stone Parties’ Disclosure Statement 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 exhibits and supplements thereto, the "Plan") and its ballots and solicitation procedures; (e) the related 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 (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”"); (iif) the Plan, including any plan supplement documents to the Plan (the "Plan Supplement") including, without limitation, any documents or agreements for the identity governance of Aegean following the conclusion 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 PartiesChapter 11 Cases ("Reorganized Aegean"), including any constituent documents, certificates of incorporation, bylaws, or other shareholder or unitholder arrangements (the "Corporate Governance Documents"); (g) an order of the Bankruptcy Court approving the Disclosure Statement and all solicitation materials in respect of the Plan (the “Disclosure Statement Order”"Solicitation Materials"), the ; (h) an order of the Bankruptcy Court confirming the Plan (the “"Confirmation Order”"); (i) any exit financing agreements, an order of collateral, or other related documents; (j) the Bankruptcy Court authorizing New Warrant Agreement; (k) the assumption of this Agreement Registration Rights Agreement; (l) the “RSA Assumption Order”)trust agreement and other documents related to the Litigation Trust; (m) such other agreements and documentation (including any related orders, the Assumption motions, applications, agreements, instruments, schedules or exhibits) reasonably desired or necessary to consummate and Procedures Order (as defined in the Appalachia PSA) in regard to document the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”)by this Agreement, the bidding procedures (if any) approved by Restructuring Term Sheet, and the Bankruptcy Court Plan. The Restructuring Documents not executed or in respect a form attached to this Agreement as of the Appalachian Assets (whether 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 Appalachia PSA and the transactions 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 (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, Date remain subject to negotiation and shall, upon 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, 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 (including as of the Term Sheet) Agreement Effective Date shall contain terms and conditions consistent in all respects, material respects with this Agreement and shall otherwise be in form and substance reasonably satisfactory acceptable to the Stone Parties, on the one hand, Aegean and the Required Consenting Noteholders2, on the other handStakeholders2; provided, however, that— (i) that notwithstanding the formforegoing, terms the Governance Documents, the Registration Rights Agreement, and provisions of the constitutional, organizational New Warrant Agreement shall be reasonably acceptable only to the Required Consenting Noteholders 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,Debtors.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (each, including all amendments, modifications and supplements thereto, a “Definitive Document” and collectively, the “Definitive Documentation”) shall include: (i) the Stone Parties’ Disclosure Statement Plan and all exhibits thereto (including the compilation of documents and forms of documents, schedules, and exhibits to the Plan that will be filed by the Debtors with the Bankruptcy Court in accordance with this Agreement (the “Plan Supplement”), including the exhibit to the Plan Supplement that will set forth the material components of the transactions that are required to effectuate the Restructuring contemplated by this Agreement and the Plan Supplement, including any “restructuring steps memo,” “tax steps memo” or other document describing steps to be taken and the related tax considerations in connection with the Restructuring (the “Restructuring Transactions Exhibit”)); (ii) the confirmation order with respect to the Plan setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, the “Disclosure StatementConfirmation Order”) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required pleadings in support of entry thereof; (iii) the order with respect to memorialize the Restructuring Transactions (the Disclosure Statement together with any other (the “Disclosure Statement Order”) (including the Disclosure Statement and Solicitation Motion (as defined herein)); (iv) the solicitation materials with respect to the Plan, including the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”) (collectively, the “Solicitation Materials”); (iiv) (A) the Planinterim order authorizing, among other things, the Debtors to use cash collateral and obtain debtor-in-possession financing (the “Interim DIP Order”), (B) the final order authorizing, among other things, the Debtors to use cash collateral and obtain debtor-in-possession financing (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”), and (C) the debtor-in-possession credit agreement and note purchase agreement (the “DIP Facility Agreement”) and all related documentation, including any plan supplement documents budget (the “DIP Budget”) or term sheet (the “DIP Term Sheet”) related thereto, regarding the debtor-in-possession financing including any equity conversion processes or mechanisms relating thereto (collectively, the “DIP Financing Documents” and, such financing, the “DIP Financing”); (vi) all documentation related to any exit financing for the Restructuring (collectively, the “Exit Financing Documents”); (vii) all documentation related to the new money rights offering, which will be offered pursuant to section 1145 of the Bankruptcy Code and/or any other applicable law, including, without limitation, the identity under section 4(a)(2) of the officers Securities Act (the “Rights Offering”), including the order authorizing the Debtors to enter into the Backstop Agreement (the “Backstop Approval Order”) and directors the procedures for the implementation of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notesRights Offering (the “Rights Offering Procedures”) (collectively with the Backstop Agreement, the governance documents for “Rights Offering Documents”); (viii) the reorganized Stone Parties, and any equityholders’ agreements backstop agreement with respect to the reorganized Stone PartiesRights Offering (the “Backstop Agreement”); (ix) any “key employee” retention or incentive plan and any motion, the declaration or order of related thereto; (x) all “first day” motions, applications, and other documents that any Debtor intends to file with the Bankruptcy Court approving the Disclosure Statement (and seeks to have heard on an expedited basis at the “Disclosure Statement Order”), first- day hearing” in the order of Chapter 11 Cases and any proposed orders related thereto; (xi) all documentation addressing or relating to the Bankruptcy Court confirming the Plan (the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order ▇▇ ▇▇▇▇ Settlement (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether pursuant to the Assumption and Procedures Order or other order of the Bankruptcy Courtherein) (the “Bidding Procedures▇▇ ▇▇▇▇ Settlement Documents”), ) and/or the order of the Bankruptcy Court approving the Appalachia PSA and the transactions contemplated thereby ▇▇▇▇ ▇▇▇▇ Settlement (as defined herein) (the “Appalachia Sale Order▇▇▇▇ ▇▇▇▇ Settlement Documents”); (xii) any other material documents, agreements, motions, pleadings, supplements, briefs, applications, orders, and other filings with the motions seeking approval of each Bankruptcy Court, including any term sheets in respect thereof related to any of the foregoing, foregoing or as may be reasonably necessary or advisable to implement the All Trade Motion, the Cash Collateral Motion and the Royalty MotionRestructuring; and (iiixiii) to the extent not included, any document motions and related proposed orders, or filing identified in amendment or modification of any order, related to each of the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreementabove. (b) The Definitive Documentation identified in Section 4.(a3(a) of not executed or in a form attached to this Agreement will, after the RSA Effective Date, remain subject to negotiation and shallcompletion. The Definitive Documentation, upon completionincluding all amendments and modifications thereto and including all forms thereof filed with the Bankruptcy Court, shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including the Term Sheet) in all respects, and shall otherwise be at all times in form and substance reasonably acceptable to (i) the Debtors and (ii) the Consenting 2026 Noteholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the 2026 Notes Claims held by all Consenting 2026 Noteholders at the time of such consent (the “Majority Consenting 2026 Noteholders”); provided, that, without limiting the foregoing, (A) the Plan, the Plan Supplement, the DIP Orders, the DIP Facility Agreement, the Backstop Agreement, the Backstop Approval Order and the Confirmation Order shall be in form and substance reasonably satisfactory acceptable to the Stone PartiesDebtors and the Majority Consenting 2026 Noteholders; (B) (x) the ▇▇ ▇▇▇▇ Settlement Documents and (y) any other Definitive Document to the extent related to or concerning the Plan treatment of the Bond Green Bonds to the extent materially and adversely inconsistent with this Agreement (including as may be amended), on shall, in each case, be reasonably acceptable to the one handDebtors and the Consenting Bond Green Bondholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the Bond Green Bonds Claims held by all Consenting Bond Green Bondholders at the time of such consent (the “Majority Consenting Bond Green Bondholders”); (C) (x) the ▇▇▇▇ ▇▇▇▇ Settlement Documents and (y) any other Definitive Document to the extent related to or concerning the Plan treatment of the ▇▇▇▇ ▇▇▇▇▇ Bonds to the extent materially and adversely inconsistent with this Agreement (including as may be amended), shall, in each case, be reasonably acceptable to the Debtors and the Consenting ▇▇▇▇ ▇▇▇▇▇ Bondholders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the ▇▇▇▇ ▇▇▇▇▇ Bonds Claims held by all Consenting ▇▇▇▇ ▇▇▇▇▇ Bondholders at the time of such consent (the “Majority Consenting ▇▇▇▇ ▇▇▇▇▇ Bondholders”); and (D) any Definitive Document, to the extent related to or concerning (x) the use of prepetition cash collateral, adequate protection or stipulations and findings relating to the Senior Secured Credit Facility Claims, (y) the Plan treatment of the Senior Secured Credit Facility Claims to the extent materially and adversely inconsistent with this Agreement (including as may be amended) and (z) the Exit Financing Documents (solely to the extent the Senior Secured Credit Facility Claims convert to obligations under such Exit Financing) shall be reasonably acceptable to the Debtors and the Consenting Senior Secured Credit Facility Lenders holding at least one-half in dollar amount of the aggregate outstanding principal amount of the Senior Secured Credit Facility Claims held by all Consenting Senior Secured Credit Facility Lenders at the time of such consent (the “Majority Consenting Senior Secured Credit Facility Lenders”); provided further, that any provision of any Definitive Document setting out allocations of the DIP Financing or any backstop of the Rights Offering or Exit Financing shall be acceptable to the Debtors and the ad hoc group of those holders of Company Claims/Interests, including the 2026 Notes Claims (the “Ad Hoc Group”) represented by ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇”), as legal counsel, and Evercore Group L.L.C. (“Evercore”), as financial advisor, in connection with the Required Consenting Noteholders2Restructuring (collectively, on the other hand; provided, however, that— (i) the form, terms and provisions of the 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,“Ad Hoc Group Advisors”).

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive DocumentationRestructuring Documents”) shall includeconsist of the following: (ia) this Agreement; (b) the Stone Parties’ Disclosure Statement 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 exhibits and supplements thereto, the “Plan”) and its ballots and solicitation procedures; (e) the related 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”); (f) and the supplement to the Plan (the “Plan Supplement”) including, without limitation, any Credit Agreement amendmentdocuments or agreements for the governance of Aegean following the conclusion of the Chapter 11 Cases (“Reorganized Aegean”), intercreditor agreementincluding any constituent documents, indenturecertificates of incorporation, notesbylaws, equityholder agreements or other agreements required to memorialize shareholder or unitholder arrangements (the Restructuring Transactions “Corporate Governance Documents”); (g) an order of the Bankruptcy Court approving the Disclosure Statement together with any other and all solicitation materials with in respect to of the Plan, collectively, Plan (the “Solicitation Materials”); (iih) 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 an order of the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”); (i) any exit financing agreements, an order of collateral, or other related documents; (j) the Bankruptcy Court authorizing New Warrant Agreement; (k) the assumption of this Agreement Registration Rights Agreement; (l) the “RSA Assumption Order”), the Assumption trust agreement and Procedures Order (as defined in the Appalachia PSA) in regard other documents related to the transactions contemplated in the Appalachia PSA Litigation Trust; (the m) all “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and the transactions 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 Motionfirst day” orders; and (iiin) such other agreements and documentation (including any related orders, motions, applications, agreements, instruments, schedules or exhibits) reasonably desired or necessary to consummate and document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of transactions contemplated by this Agreement. (b) , the Restructuring Term Sheet, and the Plan. The Definitive Documentation identified Restructuring Documents not executed or in Section 4.(a) of a form attached to this Agreement will, after as of the RSA Agreement Effective Date, Date remain subject to negotiation and shall, upon 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, 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 (including as of the Term Sheet) Agreement Effective Date shall contain terms and conditions consistent in all respects, material respects with this Agreement and shall otherwise be in form and substance reasonably satisfactory acceptable to the Stone Parties, on the one hand, Aegean and the Required Consenting Noteholders2, on the other hand; provided, however, that— (i) the form, terms and provisions of the 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,Stakeholders.3

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”"Restructuring Documents") shall includeconsist of the following: (ia) this Agreement; (b) the Stone Parties’ Disclosure Statement 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 exhibits and supplements thereto, the "Plan") and its ballots and solicitation procedures; (e) the related 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 (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”"); (iif) the Plan, including any plan supplement documents to the Plan (the "Plan Supplement") including, without limitation, any documents or agreements for the identity governance of Aegean following the conclusion 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 PartiesChapter 11 Cases ("Reorganized Aegean"), including any constituent documents, certificates of incorporation, bylaws, or other shareholder or unitholder arrangements (the "Corporate Governance Documents"); (g) an order of the Bankruptcy Court approving the Disclosure Statement and all solicitation materials in respect of the Plan (the “Disclosure Statement Order”"Solicitation Materials"), the ; (h) an order of the Bankruptcy Court confirming the Plan (the “"Confirmation Order”"); (i) any exit financing agreements, an order of collateral, or other related documents; (j) the Bankruptcy Court authorizing New Warrant Agreement; (k) the assumption of this Agreement Registration Rights Agreement; (l) the “RSA Assumption Order”), the Assumption trust agreement and Procedures Order (as defined in the Appalachia PSA) in regard other documents related to the transactions contemplated in the Appalachia PSA Litigation Trust; (the “Assumption and Procedures Order”), the bidding procedures (if anym) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and the transactions 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 Motionall "first day" orders; and (iiin) such other agreements and documentation (including any related orders, motions, applications, agreements, instruments, schedules or exhibits) reasonably desired or necessary to consummate and document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of transactions contemplated by this Agreement. (b) , the Restructuring Term Sheet, and the Plan. The Definitive Documentation identified Restructuring Documents not executed or in Section 4.(a) of a form attached to this Agreement will, after as of the RSA Agreement Effective Date, Date remain subject to negotiation and shall, upon 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, 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 (including as of the Term Sheet) Agreement Effective Date shall contain terms and conditions consistent in all respects, material respects with this Agreement and shall otherwise be in form and substance reasonably satisfactory acceptable to the Stone Parties, on the one hand, Aegean and the Required Consenting Noteholders2, on the other hand; provided, however, that— (i) the form, terms and provisions of the 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,Stakeholders.3

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include: (i) the Stone Parties’ Disclosure Statement with respect to the Plan setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits theretothere to, the “Disclosure Statement”) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”); (ii) 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 (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and the transactions contemplated thereby (the “Appalachia Sale Order”), the motions seeking approval of each of the foregoing, the All Trade Critical Vendor Motion, the Cash Collateral Motion, the Royalty Motion and the Royalty Shipper’s Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The Definitive Documentation identified in Section 4.(a4(a) of this Agreement will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including the Term Sheet) in all respects, and shall otherwise be in form and substance reasonably satisfactory to the Stone Parties, on the one hand, and the Required Consenting Noteholders2, on the other hand; provided, however, that— that (i) the form, terms and provisions of the 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 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 Motion for approval of the 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 Stone Parties intend to file with the Bankruptcy Court not less than three (3) Business Days before the date 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 otherwise 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 Transactions (collectively, the “Definitive DocumentationRestructuring Documents”) governing the Restructuring Transactions shall includeconsist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order, or document (but not including any notices, except as otherwise set forth in this section) filed by the Debtors at any point prior to the Termination Date related to the Restructuring Transactions, including without limitation: (i) the Stone Parties’ Disclosure Statement with respect to Plan; (ii) the Plan setting forth the terms Confirmation Order and conditions pleadings in support of entry of the Restructuring Transactions Confirmation Order; (together with all exhibits theretoiii) the Disclosure Statement, the “Disclosure Statement”) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with in respect to of the PlanPlan (such materials, collectively, the “Solicitation Materials”); (ii) the Plan, including any plan supplement documents (including, without limitation, the identity of motion to approve the officers and directors of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone PartiesDisclosure Statement, and any equityholders’ agreements with respect to the reorganized Stone Parties), the order of 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”), the order of the Bankruptcy Court confirming ; (iv) all other documents 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 “Confirmation OrderFirst 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 order intercreditor agreement governing the New First Lien Exit Facility and the New Convertible Debt; (viii) any documents or agreements for the governance of the Bankruptcy Court authorizing Reorganized Debtors following the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect conclusion of the Appalachian Assets (whether pursuant to the Assumption Chapter 11 Cases, including any shareholders’ agreements and Procedures Order or other order certificates of the Bankruptcy Court) (the “Bidding Procedures”), the order of the Bankruptcy Court approving the Appalachia PSA and the transactions 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 Motionincorporation; and (iiiix) any document documents or filing identified in agreements for the Term Sheet as being subject to approval or consent rights under Section 4(b) Management Incentive Plan and any new employment contracts for current employees of this Agreementthe Debtors. (b) The Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (Agreement, including the forms of each exhibit annexed to the Term Sheet) in all respects, and shall otherwise be in form and substance reasonably satisfactory acceptable to each of the Debtors and the Required Consenting Creditors; provided that the Restructuring Documents set forth in Section 3(v), (vii), (viii), (ix), and (iv), to the Stone Partiesextent such documents relate to (vii), on (viii), or (ix), shall be deemed acceptable to the one handRequired Senior Unsecured Creditors if in form and substance reasonably acceptable only to each of the Debtors, the Required First Lien Creditors, and the Required Second Lien Creditors. As used herein, the term “Required Consenting Noteholders2Creditors” means, on the other hand; providedat any relevant time, however, that— (i) the form, terms and provisions Consenting Creditors holding more than 50% by principal amount outstanding of the constitutionalFirst Lien Credit Agreement Claims held by the Consenting Creditors (the “Required First Lien Creditors”), organizational and other documents Consenting Creditors holding more than 50% by principal amount outstanding of the Stone Parties setting forth Second Lien Note Claims held by the rights Consenting Creditors (the “Required Second Lien Creditors”), and Consenting Creditors holding more than 50% by principal amount outstanding of stockholders or noteholders after the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,Unsecured Senior Note Claims held by the Consenting Creditors (the “Required Senior Unsecured Creditors”).

Definitive Documentation. (a) The definitive documents documents, instruments and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) 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 Stone Parties’ Disclosure Statement 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 Plan setting forth DIP Facility acceptable to the terms and conditions of the Restructuring Transactions (together with all exhibits theretoCompany, the “Disclosure Statement”) First Lien Agent and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions Lightship (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation MaterialsDIP Budget”), (iii) the DIP Motion, (iv) the Interim DIP Order and (v) the Final DIP Order; (i) the Plan (and all exhibits, annexes and 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 (ii) the Plan, including 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 identity of First Lien Agent and the officers Company (it being understood that, unless otherwise agreed by Lightship, the First Lien Agent and directors of the reorganized Stone PartiesCompany, 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 amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone Parties, and any equityholders’ agreements with respect to exit financing consistent with the reorganized Stone PartiesExit Facility Term Sheet and otherwise in form and substance acceptable to the Company, the First Lien Agent, the First Lien Lenders and Lightship (the “Exit Facility Credit Agreement”)); (c) the Disclosure Statement, and pleadings in support of approval of the Disclosure Statement; (d) 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 “Disclosure Statement Order”), ; and (g) the 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 “Confirmation Order”), an order which Confirmation Order shall include a waiver of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect automatic stay for effectiveness of the Appalachian Assets (whether pursuant to the Assumption and Procedures Order or other order Plan under Rule 3020(e) of the Federal Rules of Bankruptcy Court) (the “Bidding Procedures”)Procedure, the order and pleadings in support of entry of the Bankruptcy Court approving the Appalachia PSA and the transactions contemplated thereby (the “Appalachia Sale Confirmation Order”), the motions seeking approval of each of the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) . The Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, remain remains subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including Agreement, the Restructuring Term Sheet) , the DIP Term Sheet and the Exit Facility Term Sheet and, except where otherwise specified in all respectsthis Agreement or the Restructuring Term Sheet or agreed to in writing by the Parties, and shall otherwise be in form and substance reasonably satisfactory acceptable to the Stone PartiesDebtors, on the one hand, Lightship and the Required Consenting Noteholders2First Lien Agent. If the Company receives approval by the Bankruptcy Court of an Acceptable Sale in connection with the Approved Sale Process, on the other hand; provided, however, that— (i) the form, terms all consent and provisions of the constitutional, organizational and other documents of the Stone Parties setting forth the approval rights of stockholders or noteholders after Lightship, the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,First Lien Agent and the First Lien Lenders set forth in this Agreement and the Restructuring Term Sheet shall terminate and such consent and approval rights shall be agreed by the Company and the purchaser under the Acceptable Sale.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive DocumentationRestructuring Documents”) governing the Restructuring Transactions shall includeconsist of every order entered by the Bankruptcy Court and every pleading, motion, proposed order, or document (but not including any notices, except as otherwise set forth in this section) filed by the Debtors at any point prior to the Termination Date related to the Restructuring Transactions, including without limitation: (i) the Stone Parties’ Disclosure Statement with respect to Plan; (ii) the Plan setting forth the terms Confirmation Order and conditions pleadings in support of entry of the Restructuring Transactions Confirmation Order; (together with all exhibits theretoiii) the Disclosure Statement, the “Disclosure Statement”) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with in respect to of the PlanPlan (such materials, collectively, the “Solicitation Materials”); (ii) the Plan, including any plan supplement documents (including, without limitation, the identity of motion to approve the officers and directors of the reorganized Stone Parties, any Credit Agreement amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone PartiesDisclosure Statement, and any equityholders’ agreements with respect to the reorganized Stone Parties), the order of 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”), the order of the Bankruptcy Court confirming ; (iv) all other documents 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 “Confirmation OrderFirst 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 order intercreditor agreement governing the New First Lien Exit Facility and the New Convertible Debt; (viii) any documents or agreements for the governance of the Bankruptcy Court authorizing Reorganized Debtors following the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect conclusion of the Appalachian Assets (whether pursuant to the Assumption Chapter 11 Cases, including any shareholders’ agreements and Procedures Order or other order certificates of the Bankruptcy Court) (the “Bidding Procedures”), the order of the Bankruptcy Court approving the Appalachia PSA and the transactions 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 Motionincorporation; and (iiiix) any document documents or filing identified in agreements for the Term Sheet as being subject to approval or consent rights under Section 4(b) Management Incentive Plan and any new employment contracts for current employees of this Agreementthe Debtors. (b) The Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (Agreement, including the forms of each exhibit annexed to the Term Sheet) in all respects, and shall otherwise be in form and substance reasonably satisfactory acceptable to each of the Debtors and the Required Consenting Creditors; provided that the Restructuring Documents set forth in Section 3(v), (vii), (viii), (ix), and (iv), to the Stone Partiesextent such documents relate to (vii), on (viii), or (ix), shall be deemed acceptable to the one handRequired Senior Unsecured Creditors if in form and substance reasonably acceptable only to each of the Debtors, the Required First Lien Creditors, and the Required Second Lien Creditors. As used herein, the term “Required Consenting Noteholders2Creditors” means, at any relevant time, Consenting Creditors holding more than 50% by principal amount outstanding of the First Lien Credit Agreement Claims held by the Consenting 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 the other hand; any matters requiring input or a vote from holders of Second Lien Note Claims, provided, however, that—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. (id) 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 formwaiver 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, terms and provisions 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 constitutional, organizational and other Restructuring Documents that the Debtors intend to file with the Bankruptcy Court to counsel to the Required Consenting Creditors at least two (2) business days before the date on which Debtors intend to file such 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,as soon as reasonably practicable thereafter.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive DocumentationRestructuring Documents”) shall includeconsist of any material document relating to the Restructuring Transactions, including: (i) the Stone Parties’ Disclosure Statement with respect documents and agreements governing any LC Facility to be procured by the Plan setting forth Debtors for replacement letters of credit during 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 (the Disclosure Statement together with any other solicitation materials with respect to the Plan, collectively, the “Solicitation Materials”)Chapter 11 Cases; (ii) 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 iii) an order of the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”); (iv) the Disclosure Statement, an order the other solicitation materials in respect of the Bankruptcy Court authorizing the assumption of this Agreement Plan (such materials, collectively, the “RSA Assumption OrderSolicitation Materials”), the Assumption motion to approve the Disclosure Statement, and Procedures Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether pursuant to the Assumption and Procedures Order or other order of the Bankruptcy Court) (the “Bidding Procedures”), the order of entered by the Bankruptcy Court approving the Appalachia PSA Disclosure Statement and Solicitation Materials as containing, among other things, “adequate information” as required by section 1125 of the transactions contemplated thereby Bankruptcy Code (the “Appalachia Sale Disclosure Statement Order”); (v) a settlement agreement and any other documents necessary to effectuate the Settlement (the “Settlement Agreement”), to the extent the terms therein are not incorporated into the Plan, the motions seeking approval Plan Supplement, or the Confirmation Order; (vi) 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 Letter and the other documents and agreements governing the Backstop Financing (collectively, the “Backstop Agreements”) and the order approving the Backstop Agreements, which order may, for the avoidance of each doubt, be the Confirmation Order (the “Backstop Approval Order”); (ix) the documents and agreements governing the procedures and arrangements for the solicitation of the foregoingNew Secured Notes Offering (collectively, the All Trade Motion, the Cash Collateral Motion “Notes Offering Procedures”) and the Royalty Motionorder approving the 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 (iiixiv) any document documents or filing identified in agreements for the Term Sheet as being subject to approval governance of the Reorganized Debtors following the conclusion of the Chapter 11 Cases, including any constituent documents, certificates of incorporation, bylaws, or consent rights under Section 4(b) of this Agreementother shareholder or unitholder arrangements. (b) The Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (Agreement, including the Restructuring Term Sheet) in all respects, the Settlement Term Sheet, and forms of each exhibit annexed to the Restructuring Term Sheet and the Settlement Term Sheet, and shall otherwise be in form and substance reasonably satisfactory acceptable to each of the Stone PartiesDebtors, on the one handNRG, and the Required Consenting Noteholders2, on the other handNoteholders; provided, howeverthat the Restructuring Documents set forth in Sections 3(a)(vii), that— (iviii), and (ix) shall be in form and substance acceptable to the formBackstop Parties, terms the Restructuring Documents set forth in Sections 3(a)(i), (vi), (x), (xi), (xii), (xiii), and provisions of (xiv) shall be in form and substance reasonably acceptable to the constitutionalGenOn Steering Committee, organizational and other documents of the Stone Parties setting Restructuring Documents set forth in Section 3(a)(vi) shall be in form and substance reasonably acceptable to the rights of stockholders or noteholders after the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,GAG Steering Committee.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include: (i) the Stone Parties’ Disclosure Statement with respect to the Plan setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, including the “Plan Supplement; (ii) Confirmation Order; (iii) Disclosure Statement”; (iv) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, Plan (collectively, the “Solicitation Materials”); (iiv) (A) the Plan, including any plan supplement documents (including, without limitation, interim order authorizing the identity of the officers Debtors to use cash collateral 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 obtain debtor-in-possession financing (the “Disclosure Statement Interim DIP Order”), (B) the final order of authorizing the Debtors to use cash collateral and obtain debtor-in-possession financing (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”), and (C) the debtor-in-possession credit agreement and all related documentation regarding the debtor-in-possession financing (collectively, the “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 confirming the Plan (and seeks to have heard on an expedited basis at the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order (as defined first-day hearing” in the Appalachia PSAChapter 11 Cases and any proposed orders related thereto; and (viii) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption extent not included, any motions and Procedures Order”), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA and the transactions contemplated thereby (the “Appalachia Sale Order”), the motions related proposed orders seeking approval of each of the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreementabove. (b) The Definitive Documentation identified in Section 4.(a3(a) of not executed or in a form attached to this Agreement will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion. Upon completion, the Definitive Documentation shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement and otherwise (including the Term Sheeti) in all respectsthe case of the DIP Orders and the DIP Facility Documents, and shall otherwise be in form and substance reasonably satisfactory acceptable to the Stone Parties, on the one hand, and the Required Consenting Noteholders2, on the other hand; provided, however, that— (iA) the form, terms Debtors and provisions (B) the Consenting RBL Lenders holding a majority in dollar amount of the constitutional, organizational and other documents aggregate outstanding principal amount of the Stone Parties setting forth RBL Secured Claims held by all Consenting RBL Lenders as determined at the rights time of stockholders or noteholders after such consent (the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,“Majority

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions Transaction (collectively, the “Definitive DocumentationDocuments”) shall includeconsist of this Agreement and each of the following documents: (i) the Stone Parties’ Disclosure Statement with respect Plan (and all exhibits to the Plan setting forth the terms and conditions of the Restructuring Transactions Plan); (together with all exhibits thereto, the “Disclosure Statement”ii) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any and the other solicitation materials with in respect to of the PlanPlan (such materials, collectively, the “Solicitation Materials”); (iiiii) 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 (x) confirming the Plan, (y) approving the Disclosure Statement (the and Solicitation Materials as containing, among other things, “Disclosure Statement Order”), the order adequate information” as required by section 1125 of the Bankruptcy Court confirming Code and (z) approving the prepetition and/or postpetition solicitation of the Plan (the “Confirmation Order”); (iv) 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 (each, an “Interim DIP Order”) and (2) the final order of the Bankruptcy Court or orders authorizing the assumption use of this Agreement cash collateral and the DIP Facility (each, a “Final DIP Order” and together with each Interim DIP Order, collectively, the “DIP Orders”); (vi) the post-petition debtor-in-possession credit agreement (the “RSA Assumption OrderDIP Credit 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 Assumption “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 (ix) the Hedge Party Restructuring Support Agreement dated as of October 26, 2018 (including all exhibits and Procedures Order schedules attached thereto, as each may be amended, restated, supplemented, or otherwise modified from time to time, the “Hedge RSA”) by and between the Company Parties and the Hedge Parties (as defined in the Appalachia PSA) Hedge RSA), in regard their capacities as holders of claims arising under or related to the transactions contemplated in the Appalachia PSA Debtors’ prepetition hedging and/or swaps program (the “Assumption and Procedures OrderHedge Obligations”), the bidding procedures (if any) approved by the Bankruptcy Court in respect including any market-to-market liability outstanding as of the Appalachian Assets (whether pursuant Petition Date or any net claims arising out of any termination thereof on or prior to the Assumption and Procedures Order or other order of the Bankruptcy Court) (the “Bidding Procedures”Petition Date), the order of the Bankruptcy Court approving the Appalachia PSA and the transactions 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 (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) The Certain of the Definitive Documentation identified in Section 4.(a) of this Agreement will, after the RSA Effective Date, Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including Agreement. Except as provided in the Term Sheet) in immediately succeeding sentence, all respects, and such Definitive Documents shall otherwise be in form and substance reasonably satisfactory acceptable to the Stone Parties, on the one hand, Company Parties and the Required Consenting Noteholders2Parties. Notwithstanding the foregoing, on the other hand; provided, however, that— (i) the formPlan, terms the Plan Supplement (but excluding any Governance Documents in such Plan Supplement), the Disclosure Statement, the DIP Orders, the DIP Loan Documents, and provisions the Exit Financing Documents shall each be in form and substance satisfactory to the Consenting Parties and the Company Parties, each in their sole discretion, and (ii) each of the constitutional, organizational Governance Documents shall be in form and other documents of substance satisfactory solely to the Stone Consenting Parties setting forth the rights of stockholders or noteholders after the Consummation Date, including, but not limited to, any charters, bylaws, operating agreements,in their sole discretion.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring Transaction shall includeinclude 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: (ia) the Stone Partiesmotion authorizing the assumption of or the Debtors’ Disclosure Statement entry into this Agreement (the “RSA Approval Motion”); (b) the order of the Bankruptcy Court approving the RSA Approval Motion (the “RSA Approval Order”); (c) any “first day” motions (the “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, schedules, supplements, appendices, annexes and attachments thereto) and the confirmation order with respect to the Plan setting forth (the terms “Confirmation Order”); (f) the disclosure statement for the Plan prepared and conditions distributed in accordance with, among other things, sections 1125, 1126(b), and 1145 of the Restructuring Transactions Bankruptcy Code, Rule 3018 of the Federal Rules of Bankruptcy Procedure (together with the “Bankruptcy Rules”) and other applicable law, and all exhibits theretoexhibits, schedules, supplements, modifications and amendments thereto (the “Disclosure Statement”); (g) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (order of the Bankruptcy Court approving the Disclosure Statement together and the solicitation of votes in connection with any other 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, Plan (collectively, the “Solicitation Materials”); (iii) any documents or agreements in connection with any exit facility (if any); (j) any documents or agreements in connection with the Plangovernance of HoldCo following the conclusion of the Chapter 11 Cases (“Reorganized HoldCo”), including any plan supplement documents shareholders’ agreements and certificates of incorporation; (including, without limitation, k) the identity of the officers and directors of the reorganized Stone Parties, any Credit Divestment Letter Agreement amendment, intercreditor agreement, indenture, notes, the governance documents for the reorganized Stone Parties, and any equityholders’ other documents or agreements with respect related to the reorganized Stone Parties), the order of the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Order”), the order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”), an order of the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Order LLA Override (as defined in the Appalachia PSAPlan); (l) in regard any documents or agreements related to the transactions contemplated Management Incentive Plan (as defined in the Appalachia PSA Plan). (the “Assumption and Procedures Order”), the bidding procedures (if anym) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether pursuant any documents or agreements related to the Assumption and Procedures Order New Warrants (as defined in the Plan); (n) any documents or other order of agreements related to the Bankruptcy Court) New Common Stock (as defined in the “Bidding Procedures”Plan), the order of the Bankruptcy Court approving the Appalachia PSA and the transactions 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 (iiio) any document documents or filing identified agreements related to the Employment Agreement (as defined in the Term Sheet as being subject to approval or consent rights under Section 4(bPlan) and the ongoing employment of this Agreement. (b) The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ by Reorganized HoldCo. Certain of the Definitive Documentation identified in this Section 4.(a) of this Agreement will, after the RSA Effective Date, remain 2 remains subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (Agreement. Any document that is included within the definition of “Definitive Documentation,” including the Term Sheet) in all respectsany amendment, and supplement, or modification thereof, shall otherwise be in form and substance reasonably satisfactory acceptable to the Stone Parties, on the one hand, Debtors and the Required Requisite Majority Consenting Noteholders2, on Noteholders (as defined below); provided that the other hand; provided, however, that— (i) the form, terms economic and adequate protection provisions of the constitutional, organizational DIP Orders shall be in form and other documents substance acceptable to the Debtors and the Restructuring Support Parties identified on the signature pages hereto as of the Stone date hereof (the “Initial Restructuring Support Parties”) for so long as such Initial Restructuring Support Parties setting forth hold at least 85% of the rights First Lien Notes and at least 85% of stockholders or noteholders after the Consummation DateSecond Lien Notes. Venoco acknowledges and agrees that it will provide advance draft copies of all Definitive Documentation, includingas soon as reasonably practicable prior to filing, but not limited to, any charters, bylaws, operating agreements,to counsel to the Restructuring Support Parties identified in Section 23 hereof.

Definitive Documentation. (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) governing the Restructuring shall include: : (ia) the Stone Parties’ Disclosure Statement 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 setting forth the terms and conditions of the Restructuring Transactions (together with all exhibits thereto, the “Disclosure Statement”); (d) and any Credit Agreement amendment, intercreditor agreement, indenture, notes, equityholder agreements or other agreements required to memorialize the Restructuring Transactions (the Disclosure Statement together with any other solicitation materials with respect to the Plan, Plan (collectively, the “Solicitation Materials”); ; (iie) 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 “Disclosure Statement DS Order”), ; (f) any interim (an “Interim DIP Order”) or final (the order “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing and entered by the Bankruptcy Court confirming the Plan after June [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “Confirmation OrderDIP 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), an order of ; (m) the Bankruptcy Court authorizing the assumption of this Agreement (the “RSA Assumption Order”), the Assumption and Procedures Hedge Order (as defined in the Appalachia PSA) in regard to the transactions contemplated in the Appalachia PSA (the “Assumption and Procedures Order”Plan Term Sheet), the bidding procedures (if any) approved by the Bankruptcy Court in respect of the Appalachian Assets (whether 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 Appalachia PSA ISDA and the transactions contemplated thereby other agreements and documents relating to hedging and (n) the “Appalachia Sale Order”), documents identified on Exhibit C hereto that will be filed with the motions seeking approval of each of Disclosure Statement or otherwise comprise the foregoing, the All Trade Motion, the Cash Collateral Motion and the Royalty Motion; and (iii) any document or filing identified in the Term Sheet as being subject to approval or consent rights under Section 4(b) of this Agreement. (b) Plan Supplement. The Definitive Documentation identified in Section 4.(athe foregoing sentence (i) of this Agreement will, after the RSA Effective Date, remain subject to negotiation and shall, upon completion, shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement Agreement, (including the Term Sheetii) in all respects, and shall otherwise be in form and substance satisfactory to the Debtors and reasonably satisfactory to those parties holding more than 66.66% of the Stone PartiesBackstop Commitment held by Senior Commitment Parties (under, and as 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 one handConsenting 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 Noteholders2, on the other hand; provided, however, that— (i) the form, terms and provisions Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the constitutionalDefinitive 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, organizational 5, 9, and other documents of 11 on Exhibit C hereto to 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,Consenting RBL Lenders and will consider their reasonable comments in good faith.