Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. Each Releasor understands, acknowledges, and agrees that this release is a full and final general release of all Released Claims, including those that could have been asserted in any legal or equitable proceeding against the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with and release of the Releasees. Each Releasor (and each Party on behalf of the applicable Releasors) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsWithout limiting any rights and remedies of the Debtors or Reorganized Debtors under this Plan or applicable law, acknowledgesbut in all cases subject to the terms and conditions of the Restructuring Support Agreement and the Restructuring Documents and any consents or approvals required thereunder, the entry of the Confirmation Order shall constitute authorization for the Reorganized Debtors to take, or to cause to be taken, all reasonable actions necessary or appropriate to consummate and implement the provisions of this Plan, including but not limited to the actions set forth in the Reorganization Steps Overview, on and after the Confirmation Date, including such reasonable actions set forth in the Reorganization Steps Overview as may be necessary or appropriate to effectuate a corporate restructuring of their respective businesses, to otherwise simplify the overall corporate structure of the Reorganized Debtors, or to reincorporate certain of the Debtors under the laws of jurisdictions other than the laws of which the applicable Debtors are presently formed or incorporated. Such restructuring may include one or more mergers, amalgamations, consolidations, restructures, dispositions, liquidations, dissolutions, or creations of one or more new Entities, as may be reasonably determined by the Debtors or Reorganized Debtors to be necessary or appropriate (with the consent of the Required Consenting Noteholders), set forth in the steps described in the Reorganization Steps Overview, but in all cases subject to the terms and conditions of this Plan, the Restructuring Documents, the Restructuring Support Agreement, and agrees any consents or approvals required hereunder or thereunder (collectively, the “Restructuring Transactions”). All such Restructuring Transactions taken, or caused to be taken, shall be deemed to have been authorized and approved by the Bankruptcy Court upon the entry of the Confirmation Order. The actions to effectuate the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, disposition, liquidation, or dissolution containing terms that are consistent with the terms of this release is a full Plan and final general release that satisfy the applicable requirements of applicable state law and such other terms to which the applicable Entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of this Plan and having such other terms to which the applicable Entities may agree; (iii) the filing of appropriate certificates or articles of merger, amalgamation, consolidation, or dissolution pursuant to applicable state law; (iv) the creation of one or more new Entities; and (v) all Released Claimsother actions that the applicable Entities determine to be necessary or appropriate, including those making filings or recordings that could have been asserted may be required by applicable state law in any legal or equitable proceeding against connection with such transactions, in each case in form and substance reasonably acceptable to the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with Required Consenting Noteholders and release of the Releasees. Each Releasor (and each Party on behalf of the applicable Releasors) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed necessary to apply implement this Plan or is deemed to apply as set forth in the Reorganization Steps Overview, and in all cases subject to the release terms and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 conditions of the Civil Code of CaliforniaRestructuring Support Agreement, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYthis Plan and the Restructuring Documents and any consents or approvals required thereunder.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understands(a) On or prior to the Effective Date (or as soon as practicable thereafter), acknowledgesthe following transactions shall occur in the following order, and agrees the Debtors or Reorganized Debtors (as applicable) may take all actions necessary or appropriate to effectuate such transactions: (i) After entry of the Confirmation Order but prior to the Effective Date, and in anticipation of the Permian Corp. Asset Acquisition, the Backstop Parties pursuant to the Backstop Commitment Agreement shall (A) form New Permian Corp., (B) cause New Permian Corp. to conduct the Rights Offering, and (C) cause New Permian Corp. to enter into the Exchange Agreement with BBEP pursuant to which New Permian Corp. shall agree to acquire all of the New Permian LLC Equity on and subject to the occurrence of the Effective Date in consideration for conducting the Rights Offering, $775 million (less the amount of the Minimum Cash Balance), an amount of New Permian Corp. Shares necessary to satisfy distributions pursuant to Sections 4.5(c) and 4.6 with respect to Allowed Claims as of the Effective Date, and the assumption of the obligation to issue New Permian Corp. Shares with respect to, or on account of, Disputed General Unsecured Claims as to which the holder elected to receive New Permian Corp. Shares. (ii) On the Effective Date and in accordance with the provisions hereof, the Backstop Commitment Agreement and the Rights Offering, New Permian Corp. shall close the Rights Offering. Immediately thereafter, the Rights Offering and Minimum Allocation Rights Proceeds shall be released to New Permian Corp. and New Permian Corp. shall issue New Permian Corp. Shares to those Eligible Offerees that this release is a full have validly exercised the Subscription Rights and final general release of all Released Claimsto the Backstop Parties, as applicable, including those that could have been asserted in respect of the Minimum Allocation Rights and the Put Option Premium. Concurrent therewith (but not prior to), New Permian Corp. shall also issue, and on behalf of BBEP distribute, New Permian Corp. Shares pursuant to Sections 4.5(c) and 4.6, as applicable, with respect to Allowed Claims as of the Effective Date (other than any legal shares to be held back in respect of Disputed General Unsecured Claims in accordance with Article VII). (iii) On the Effective Date, (A) BBEP shall contribute the Legacy Contributed Assets to LegacyCo in exchange for LegacyCo Units representing all of the equity capital of LegacyCo pursuant to the LegacyCo Contribution Agreement (the “Legacy Asset Transfer”), and (B) BBEP shall contribute the Permian Assets to New Permian LLC in exchange for all of the New Permian LLC Equity pursuant to in the Permian Contribution Agreement (the “Permian Asset Transfer”). Such transfers shall be accompanied by the assumption by LegacyCo or equitable proceeding against New Permian LLC, as applicable, of certain liabilities and obligations as provided in the Releasees. As a general releaseLegacyCo Contribution Agreement or Permian Contribution Agreement, as applicable, this Release Plan or the Confirmation Order, or as otherwise agreed between BBEP and LegacyCo or New Permian LLC, as applicable. Immediately after the Legacy Asset Transfer and the Permian Asset Transfer, BBEP shall be the sole member of LegacyCo and New Permian LLC. Each of LegacyCo and New Permian LLC shall be disregarded as an entity separate from BBEP for U.S. federal income tax purposes at all times on or before the Effective Date (including immediately after the Legacy Asset Transfer and the Permian Asset Transfer), unless, as to LegacyCo, the Requisite Consenting Second Lien Creditors determine (in their sole discretion) that LegacyCo elect to be treated as a corporation for U.S. federal income tax purposes (the “Corporation Election”). (iv) On the Effective Date, BBEP shall simultaneously (A)(i) distribute 92.5% of the LegacyCo Units received in consideration for the Legacy Asset Transfer to holders of Allowed Secured Notes Claims in satisfaction and discharge of their Claims as provided in Section 4.4(b), and (ii) transfer 7.5% of the LegacyCo Units received in consideration for the Legacy Asset Transfer to New Permian Corp. pursuant to the Exchange Agreement extends (the “LegacyCo Distribution and Transfer”), and (B) transfer to Released New Permian Corp. pursuant to the Exchange Agreement all of the New Permian LLC Equity received in consideration for the Permian Asset Transfer. Pursuant to the Exchange Agreement, and in consideration for the foregoing transfers to New Permian Corp., New Permian Corp. shall pay to BBEP $775 million (less the amount of the Minimum Cash Balance), an amount of New Permian Corp. Shares necessary to satisfy distributions pursuant to Sections 4.5(c) and 4.6 with respect to Allowed Claims that as of the Releasor does not know Effective Date, and the assumption of the obligation to issue New Permian Corp. Shares with respect to, or suspect on account of, Disputed General Unsecured Claims as to exist which the holder elected to receive New Permian Corp. Shares (the “Permian Corp. Asset Acquisition”). Upon formation, and at the time of executing this Release Agreementthe Legacy Asset Transfer, including those LegacyCo shall be treated as a disregarded entity for U.S. federal income tax purposes, such that if known by it would have materially affected this settlement with BBEP will still be regarded prior to the LegacyCo Distribution and release Transfer as owning the LegacyCo Contributed Assets, unless the Requisite Consenting Second Lien Creditors effect the Corporation Election. Accordingly, for U.S. federal income tax purposes, the Debtors, LegacyCo, all holders of Allowed Secured Notes Claims and New Permian Corp. shall (absent the Corporation Election) treat the LegacyCo Distribution and Transfer as (i) a distribution and transfer of the Releasees. Each Releasor Legacy Contributed Assets, subject to certain liabilities and obligations, in a taxable exchange to the holders of Allowed Secured Notes Claims and New Permian Corp., followed by (and each Party on behalf ii) the contribution of the applicable ReleasorsLegacy Contributed Assets, subject to such liabilities and obligations, by the holders of Allowed Secured Notes Claims and New Permian Corp. to LegacyCo with LegacyCo being treated as a newly formed partnership for U.S. federal income tax purposes, unless otherwise required pursuant to a “final determination” to the contrary within the meaning of section 1313(a) hereby irrevocably covenants of the Tax Code. Upon formation, and at the time of the Permian Corp. Asset Acquisition, New Permian LLC shall be treated as a disregarded entity for U.S. federal income tax purposes, such that BBEP will still be regarded prior to refrain fromthe Permian Corp. Asset Acquisition as owning the Permian Assets (which will be transferred to New Permian LLC pursuant to the Permian Contribution Agreement). Accordingly, directly for U.S. federal income tax purposes, the Debtors, New Permian LLC and New Permian Corp. shall treat the Permian Corp. Asset Acquisition as a taxable purchase of the underlying Permian Assets unless otherwise required pursuant to a “final determination” to the contrary within the meaning of section 1313(a) of the Tax Code. (v) BBEP shall use the Cash consideration received pursuant to the Exchange Agreement (together with any Cash otherwise available) to satisfy any Cash distributions and other payments to be made on the Effective Date pursuant to or indirectlyin connection with the Plan and Confirmation Order. (b) On or after the Effective Date, asserting the Reorganized Debtors may take all actions consistent with this Plan as may be necessary or appropriate to effect any Released Claimtransaction described in, approved by, contemplated by, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing necessary to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each effectuate the Restructuring Transactions under and in connection with this Plan with the consent of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (Requisite Consenting Second Lien Creditors and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYRequisite Commitment Parties.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understands, acknowledgesOn the Effective Date, and agrees that this release is a full and final general release of all Released Claimspursuant to the Plan or the applicable Plan Supplement, the Debtors or Reorganized Debtors shall enter into the restructuring transactions contemplated herein, including those the transactions contemplated by Sections 3.2 through 3.6, and in the Plan Supplement and Plan Support Agreement (the “Restructuring Transactions”), and shall take any actions as may be necessary or appropriate to effect the Restructuring Transactions or a restructuring of their respective businesses or the overall organizational structure of the Debtors, including the transfers of ownership of Cubic Energy and Cubic Louisiana as set forth herein and the conversion of Reorganized Cubic Energy into a Delaware limited liability company. The actions to be taken by the Debtors and Reorganized Debtors to effect the Restructuring Transactions may include: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition or transfer containing terms that could have been asserted are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable state law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation or reincorporation, certificates of limited partnership, or formation, merger or consolidation, and other similar documents and certificates pursuant to applicable state law; and (d) all other actions determined by the Debtors and, (x) with respect to the Cubic Asset Debtors, the Required Prepetition Noteholders, and (y) with respect to Cubic Louisiana, WFEC, to be reasonably necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with the Restructuring Transactions. To the extent the Debtors or the Reorganized Debtors deem appropriate, the Restructuring Transactions may be effected pursuant to sections 368 and 381 of the Internal Revenue Code in order to preserve for the Debtors or the Reorganized Debtors the tax attributes of such Entities. Notwithstanding anything else to the contrary herein, from and after the Confirmation Date, the Debtors may engage in any legal or equitable proceeding against the Releasees. As a general releaserestructuring, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreementreorganizations, including those that if known by it would have materially affected this settlement with liquidation, intercompany sales and release similar transactions in furtherance of the Releasees. Each Releasor foregoing, with the prior written consent of (and each Party on behalf of the applicable Releasorsx) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, with respect to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth hereinCubic Asset Debtors, the foregoing waiver is specifically intended by each Party Required Prepetition Noteholders or (y) with respect to waive Cubic Louisiana or Cubic Louisiana Holding, WFEC and the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYRequired Prepetition Noteholders in order to implement tax planning.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsOn or after the Confirmation Date, acknowledgesthe Debtors or Reorganized Debtors, as applicable, shall be authorized to enter into such transactions and take such other actions as may be necessary or appropriate to effectuate a corporate restructuring of their business, to otherwise simplify the overall corporate structure of the Debtors, or to organize certain of the Debtors under the Laws of jurisdictions other than the jurisdictions in which such Debtors currently are organized, which restructuring may include one or more mergers, consolidations, acquisitions, transfers, assignments, dispositions, liquidations, or dissolutions as may be determined by the Debtors, in accordance with the Plan Support Agreement, the Backstop Agreement, and agrees that this release the Restructuring Transaction Memorandum (collectively, the “Restructuring Transactions”). In each case in which the surviving, resulting, or acquiring Entity in any such transaction is a full and final general release successor to a Debtor, such surviving, resulting, or acquiring Entity shall perform the obligations of all Released Claimssuch Debtor pursuant to this Plan to satisfy the Allowed Claims against, including those that could have been asserted or Allowed Interests in, such Debtor, except as provided in any legal contract, instrument, or equitable proceeding against other agreement or document effecting a disposition to such surviving, resulting, or acquiring Entity, which provides that another Debtor shall perform such obligations. In effectuating the Releasees. As a general releaseRestructuring Transactions, the Debtors shall be permitted to: (a) execute and deliver appropriate agreements or other documents of merger, consolidation, restructuring, disposition, transfer, assignment, liquidation, or dissolution containing terms that are consistent with the terms of this Release Agreement extends Plan and the Confirmation Order and that satisfy the requirements of applicable state Law and such other terms to Released Claims which the applicable Entities may agree; (b) execute and deliver appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, Liability, duty, or obligation on terms consistent with the terms of this Plan and having such other terms to which the applicable Entities may agree; (c) file appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state Law; and (d) take all other actions that the Releasor does not know applicable Entities determine to be necessary or suspect to exist at appropriate, in accordance with the time of executing this Release consent rights set forth in the Plan Support Agreement and the Backstop Agreement, including those making filings or recordings that if known may be required by it would applicable Law in connection with such transactions. Upon the Confirmation Date, without any further Bankruptcy Court approval, the Debtors shall have materially affected the right, but not the obligation, to acquire any asset of any other Debtor (including a Debtor for which Confirmation of this settlement Plan has not occurred) in exchange for an assumption of certain Liabilities of such Debtor (including all General Unsecured Claims asserted against such Debtor’s Estate, which General Unsecured Claims shall receive the treatment provided to such Claims under Article III.B.5 of this Plan regardless of the treatment of any other Claim or Interest of any acquiring Debtor), provided that the acquiring Debtor and the selling Debtor each determine that such transfer, in the exercise of its business judgment, and in accordance with and release subject always to the consent rights set forth in the Plan Support Agreement and the Backstop Agreement, is in the best interest of such Debtor and its respective Estate. On the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or the Reorganized Debtors may take all actions consistent with this Plan, the Confirmation Order, the Plan Support Agreement, the Backstop Agreement, and the Restructuring Transaction Memorandum, as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Restructuring Transactions under and in connection with this Plan, including: (a) the execution, adoption, amendment, and/or delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, interest, right, Liability, debt, or obligation on terms consistent with the terms of this Plan and the Confirmation Order, and having other terms for which the applicable parties agree, including the Exit Facilities, the Rights Offerings, and New Warrants; (b) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable Law; (c) the execution, adoption, amendment, and/or delivery of the Releaseesapplicable documents included in the Plan Supplement, to the extent required by the Debtors, including, but not limited to, the Restructuring Documents where relevant; and (d) all other actions that the applicable Entities determine to be necessary or appropriate, in the most tax efficient manner to the extent commercially reasonable, including making filings or recordings that may be required by applicable Law and opening new bank accounts, but in each case only to the extent not inconsistent with the Plan Support Agreement and the Backstop Agreement. For purposes of consummating this Plan and the Restructuring Transactions, none of the transactions contemplated in this Article IV.B shall constitute a change of control under any agreement, contract, or document of the Debtors. Each Releasor officer, member of the board of directors, or manager of the Debtors is (and each Party officer, member of the board of directors, or manager of the Reorganized Debtors shall be) authorized and directed to issue, execute, deliver, file, or record such contracts, securities, instruments, releases, indentures, and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of this Plan and the securities issued pursuant to this Plan in the name of and on behalf of the applicable Releasors) hereby irrevocably covenants to refrain fromReorganized Debtors, directly or indirectlyall of which shall be authorized and approved in all respects, asserting in each case, without the need for any Released Claimapprovals, authorizations, consents, or assertingany further actions required under applicable Law, maintainingregulation, prosecuting, assisting, commencing, institutingOrder, or causing to be commenced rule (including, without limitation, any Cause of Action of any kind against any Releasee arising out of action by the shareholders or relating to a Released Claim. Each directors or managers of the Releasors Debtors or the Reorganized Debtors) except for those expressly acknowledges that required pursuant to this Plan. All matters provided for herein involving the covenant not to sue contained in this Release Agreement is effective regardless corporate structure of whether those Released Claims are presently known the Debtors or unknown, suspected or unsuspectedReorganized Debtors, or foreseen any corporate, limited liability company, or unforeseen. Each Releasor (related action required by the Debtors or Reorganized Debtors in connection herewith shall be deemed to have occurred and each Party on behalf shall be in effect, without any requirement of further action by the shareholders, members, directors, or managers of the applicable Releasors) further agrees that in Debtors or Reorganized Debtors, and with like effect as though such action had been taken unanimously by the event such Releasor should bring a Released Claim against any Releaseeshareholders, this Release Agreement shall serve members, directors, or managers, as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreementapplicable, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYDebtors or Reorganized Debtors.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsWithout limiting any rights and remedies of the Debtors or the Reorganized Debtors under this Plan or applicable law, acknowledgesbut in all cases subject to the terms and conditions of the Definitive Documents and any consents or approvals required thereunder, the entry of the Combined Order shall constitute authorization for the Reorganized Debtors to take, or to cause to be taken, all actions necessary or appropriate to consummate and implement the provisions of this Plan prior to, on and after the Effective Date, including such actions as may be necessary or appropriate to effectuate a corporate restructuring of their respective businesses, to otherwise simplify the overall corporate structure of the Reorganized Debtors. Such restructuring may include (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation, or dissolution containing terms that are consistent with the terms of this Plan and that satisfy the applicable requirements of applicable law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of this Plan and having such other terms to which the applicable entities may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable law, including the execution and delivery of the New Corporate Governance Documents; (iv) the execution and delivery of the Amended and Restated Credit Documents and entry into the Amended and Restated Credit Facility; (v) the execution and delivery of the Exit Facility Documents and entry into the Exit Facility; (vi) pursuant to the Equity Rights Offering Documents, the implementation and consummation of the Equity Rights Offering, the issuance of rights to subscribe for New Common Interests pursuant to the Equity Rights Offering Procedures to the Holders of Unsecured Notes Claims, and agrees the issuance and distribution of the New Common Interests in connection therewith; (vii) the issuance and distribution of the New Common Interests as set forth in this Plan; and (viii) all other actions that this release is a full the applicable entities determine to be necessary or appropriate, in form and final general release of all Released Claimssubstance acceptable to the Required Consenting Creditors, including those making filings or recordings that could have been asserted may be required by applicable law in connection with such transactions, but in all cases subject to the terms and conditions of this Plan and the Definitive Documents and any legal consents or equitable proceeding against the Releaseesapprovals required. As a general releaseThe Combined Order shall and shall be deemed to, this Release Agreement extends pursuant to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with both section 1123 and release section 363 of the Releasees. Each Releasor (and each Party on behalf of the applicable Releasors) hereby irrevocably covenants Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to refrain fromeffect any transaction described in, directly or indirectlyapproved by, asserting any Released Claimcontemplated by, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing necessary to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in effectuate this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYPlan.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsOn or after the Effective Date, acknowledgesthe applicable Reorganized Debtors with the consent of the Required Lenders (to the extent such actions are taken on the Effective Date) may enter into such transactions and may take such actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses, to simplify otherwise the overall corporate structure of the Reorganized Debtors, or to reincorporate certain of the Subsidiary Debtors under the laws of jurisdictions other than the laws of which the applicable Subsidiary Debtors are presently incorporated. Such restructuring is contemplated to include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Debtors or Reorganized Debtors to be necessary or appropriate (collectively, the "Restructuring Transactions"). The actions to effect the Restructuring Transactions may include: (i) the execution and agrees delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation or dissolution containing terms 486 that this release are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable state law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, duty or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation or dissolution pursuant to applicable state law; and (iv) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructurings, dispositions, liquidations or dissolutions, as may be determined by the Reorganized Debtors to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties and obligations of certain of the Reorganized Debtors vesting in one or more surviving, resulting, or acquiring corporations. In each case in which the surviving, resulting or acquiring corporation in any such transaction is a full and final general release of all Released Claimssuccessor to a Reorganized Debtor, including those that could have been asserted in any legal such surviving, resulting or equitable proceeding against acquiring corporation will perform the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with and release of the Releasees. Each Releasor (and each Party on behalf obligations of the applicable Releasors) hereby irrevocably covenants Reorganized Debtor pursuant to refrain fromthe Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized Debtor, directly except as provided in any contract, instrument or indirectly, asserting any Released Claim, other agreement or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to document effecting a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense disposition to such claim. Notwithstanding the New York choice of law provisions in this Release Agreementsurviving, to the extent that California law is proposed to apply resulting or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of Californiaacquiring corporation, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYmay provide that another Reorganized Debtor will perform such obligations.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsOn or before the Effective Date, acknowledgesor as soon thereafter as reasonably practicable, the applicable Debtors or the Reorganized Debtors shall enter into and shall take any actions as may be necessary or appropriate to effect the Restructuring Transactions. The actions to implement the Restructuring Transactions may include: (1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Restructuring Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities and the Required Parties may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Restructuring Support Agreement and having other terms for which the applicable parties (including the Required Parties) agree; (3) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law, each of which shall be on terms acceptable to the Required Parties; and (4) all other actions that the applicable Entities, with the consent of the Required Parties (it being understood that the Required Parties’ consent may not be unreasonably withheld), determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan. The Confirmation Order shall, and agrees that this release is a full shall be deemed to, pursuant to sections 363 and final general release of all Released Claims, including those that could have been asserted in any legal or equitable proceeding against the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with and release 1123 of the Releasees. Each Releasor (and each Party on behalf of the applicable Releasors) hereby irrevocably covenants Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to refrain fromeffect any transaction described in, directly or indirectly, asserting any Released Claimcontemplated by, or assertingnecessary to effectuate the Plan. On the Effective Date or as soon as reasonably practicable thereafter, maintainingthe Reorganized Debtors, prosecutingas applicable, assistingshall issue all securities, commencingnotes, institutinginstruments, or causing certificates, and other documents required to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, issued pursuant to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYRestructuring Transactions.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsOn the Effective Date, acknowledgesthe applicable Debtors or the Reorganized Debtors shall enter into the Restructuring Transactions in form and substance reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, and agrees that this release is shall take any actions as may be necessary to effect a full and final general release corporate restructuring of all Released Claims, including those that could have been asserted in any legal their respective businesses or equitable proceeding against the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with and release corporate restructuring of the Releasees. Each Releasor (and each Party on behalf overall corporate structure of the applicable Releasors) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release AgreementDebtors, to the extent that California law is proposed provided therein. The Restructuring may include one or more inter-company mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, liquidations, or other corporate transactions as may be determined by the Debtors to apply or is deemed to apply be necessary, and reasonably satisfactory to the release Ad Hoc 8.625% Noteholders and indemnification provisions set forth hereinthe JPMorgan Noteholders. The actions to effect the Restructuring may include: (1) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 terms of the Civil Code Restructuring and that satisfy the applicable requirements of Californiaapplicable law and any other terms to which the applicable Entities may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Restructuring and having other terms for which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATthe applicable parties agree; (3) the filing of appropriate certificates or articles of incorporation, IF KNOWN BY HIM OR HERreincorporation, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYmerger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; and (4) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Restructuring. The terms of the Restructuring shall be structured to preserve favorable tax attributes of the Debtors and to minimize taxes payable by the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders to the extent practicable and in a manner reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsOn and after the Confirmation Date, acknowledgesthe Debtors, the Reorganized Debtors, or New Valaris Holdco (or any of its subsidiaries), as applicable, shall take any and agrees all actions set forth in the Restructuring Transactions Memorandum and may take any and all actions as may be necessary, appropriate, or desirable to effectuate a corporate restructuring of the Debtors or any other transaction described in, approved by, contemplated by, related to, or necessary to effectuate the Plan that this release is a full are not inconsistent with the Plan or the Amended Restructuring Support Agreement, which transactions may include, as applicable: (a) the execution and final general release delivery of all Released Claimsappropriate agreements, including those any Definitive Documents, or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, issuance, or liquidation containing terms that could have been asserted in are consistent with the terms of the Plan and the Amended Restructuring Support Agreement and that satisfy the requirements of applicable law and any legal other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or equitable proceeding against delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the Releasees. As a general releaseterms of the Plan and the Amended Restructuring Support Agreement and having other terms for which the applicable parties agree; (c) any transactions pursuant to the UK Implementation Agreement; (d) the filing of appropriate certificates or articles of incorporation, this Release Agreement extends formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to Released Claims applicable law; and (e) all other actions that the Releasor does not know applicable Reorganized Debtors or suspect New Valaris Holdco (or its subsidiaries) (as relevant) determine to exist at the time of executing this Release Agreementbe necessary or advisable, including those making filings or recordings that if known may be required by it would have materially affected this settlement applicable law in connection with the Plan. The Confirmation Order shall and release shall be deemed to, pursuant to sections 1123 and 363 of the Releasees. Each Releasor (and each Party on behalf of the applicable Releasors) hereby irrevocably covenants Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to refrain fromeffect any transaction described in, directly or indirectlyapproved by, asserting any Released Claimcontemplated by, or assertingnecessary to effectuate the Plan, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of including the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYRestructuring Transactions.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understands, acknowledgesThe Plan provides for the reorganization of the Debtors as a going concern with a deleveraged capital structure and sufficient liquidity to fund the Debtors’ post-emergence Business Plan and continued clearing activities to enable the Debtors to be eligible for the Accelerated Relocation Payments. The Debtors strongly believe that the Plan is in the best interests of the Debtors’ estates, and agrees represents the best path forward at this time. Given the Debtors’ core strengths, including their experienced management team and robust satellite fleet, they are confident that this release is they can implement the restructuring embodied in the Plan to ensure the Debtors’ long-term viability. For these reasons, the Debtors strongly recommend that Holders of Claims entitled to vote to accept or reject the Plan vote to accept the Plan. On or before the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall take all actions set forth in the Restructuring Steps Memorandum (as agreed and in accordance with the Plan Support Agreement and subject to the applicable consent and approval rights thereunder) and may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of the Plan and the Plan Support Agreement (and the consent rights provided therein), which transactions may include, as applicable: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable law and any other terms to which the applicable parties may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms to which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, formation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other certificates or documentation pursuant to applicable law; (d) the execution and delivery of the New Debt Documents, and any filing related thereto; (e) the issuance of the New Common Stock; (f) the execution and delivery of the New Warrants Agreement, and any filing related thereto; (g) the execution and delivery of the CVR Agreement, and any filing related thereto; (h) the execution and delivery of the New Corporate Governance Documents, and any certificates or articles of incorporation, bylaws, or such other applicable formation documents (if any) of each Reorganized Debtor (including all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors and/or the Reorganized Debtors, as applicable); (i) the filing of any required FCC Applications; (j) the filing of registration statements with the U.S. Securities Exchange Commission with respect to the New Common Stock and the New Warrants, and the listing of each on a full recognized U.S. stock exchange; and final general release (k) all other actions that the applicable Reorganized Debtors determine to be necessary or advisable, including making filings or recordings that may be required by applicable law in connection with the Plan. All Holders of Claims and Interests receiving distributions pursuant to the Plan and all Released other necessary parties in interest, including any and all agents thereof, shall prepare, execute, and deliver any agreements or documents, including any subscription agreements, and take any other actions as the Debtors and the Consenting Creditors may jointly determine are necessary or advisable, including by voting and/or exercising any powers or rights available to such Holder, including at any board, or creditors’, or shareholders’ meeting (including any Special Meeting), to effectuate the provisions and intent of the Plan Upon consummation of the Restructuring Transactions, pursuant to and in accordance with the Plan and Plan Support Agreement, the Debtors will fully repay the DIP Facility with proceeds from the New Debt. Holders of 8.00% First Lien Notes Claims will receive their pro rata share of the First Lien Notes Recovery, pursuant to the Plan. Holders of 9.50% First Lien Notes Claims will receive their pro rata share of the First Lien Notes Recovery, pursuant to the Plan. The Equity Issuer will issue 95% of the authorized but unissued New Common Stock to Holders of Allowed ▇▇▇▇▇▇▇ Unsecured Claims, including those 3.043%, to Holders of ICF Unsecured Claims, and 1.957% to Holders of LuxCo Unsecured Claims, each subject to dilution in accordance with Dilution Principles. The Equity issuer will also issue 18.264% of the Series A Warrants and 18.264% of the Series B Warrants to Holders of Envision Unsecured Claims, 69.944% of the Series A Warrants and 69.944% of the Series B Warrants to Holders of ICF Unsecured Claims, and 11.792% of the Series A Warrants and 11.792% of the Series B Warrants to Holders of LuxCo Unsecured Claim. Any New Common Stock issued upon the exercise of the New Warrants shall be subject to dilution pursuant to the Dilution Principles. Holders of ICF Unsecured Claims will also receive one hundred percent (100%) of the CVRs. Additionally, the Plan contains customary release, exculpation, and injunction provisions which will facilitate the Debtors’ successful reorganization by providing certainty in connection with the Plan to the Reorganized Debtors and each of the Debtors’ stakeholders. As described below, you are receiving this Disclosure Statement because you are a Holder of a Claim entitled to vote to accept or reject the Plan. Prior to voting on the Plan, you are encouraged to read this Disclosure Statement and all documents attached to this Disclosure Statement in their entirety. As reflected in this Disclosure Statement, there are risks, uncertainties, and other important factors that could have been asserted in any legal cause the Debtors’ actual performance or equitable proceeding against the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with and release of the Releasees. Each Releasor (and each Party on behalf of the applicable Releasors) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing achievements to be commenced materially different from those they may project, and the Debtors undertake no obligation to update any Cause such statement. Certain of Action these risks, uncertainties, and factors are described in Article VIII of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknownDisclosure Statement, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: entitled “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYRisk Factors.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.”

Restructuring Transactions. Each Releasor understandsOn and after the Confirmation Date, acknowledgesthe Debtors or Reorganized Debtors, as applicable, shall take all actions as necessary or appropriate to effectuate the transactions described in, approved by, contemplated by, or necessary to effectuate the Restructuring Support Agreement and the Plan as set forth in the Restructuring Steps Memorandum and may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of the Plan (collectively, the “Restructuring Transactions”), which transactions may include, as applicable: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms to which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, formation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution or other certificates or documentation for other transactions as described in clause (a), pursuant to applicable state law; (d) the execution and delivery of the Rights Offering Documents, the New Convertible Notes Indenture, and agrees that this release is a full the Exit Facility Documents, (e) the execution and final general release of all Released Claims, including those that could have been asserted in any legal or equitable proceeding against the Releasees. As a general release, this Release Agreement extends to Released Claims that the Releasor does not know or suspect to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with and release delivery of the Releasees. Each Releasor New Stockholders Agreement and the New Corporate Governance Documents, and any certificates or articles of incorporation, bylaws, or such other applicable formation documents (if any) of each Reorganized Debtor (including all actions to be taken, undertakings to be made, and each Party on behalf obligations to be incurred and fees and expenses to be paid by the Debtors and/or the Reorganized Debtors, as applicable); (f) the issuance, distribution, reservation, or dilution, as applicable, of the applicable Releasors) hereby irrevocably covenants to refrain fromNew Common Stock, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth herein; (g) the adoption of the Management Incentive Plan and the issuance and reservation of the New Common Stock to the participants in the Management Incentive Plan as determined by and on the terms and conditions set by the Reorganized Chaparral Parent Board after the Effective Date; and (h) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law in connection with the Restructuring Transactions, in each case subject to the Creditor Consent Rights. Without limiting the foregoing, the foregoing waiver is specifically intended by Restructuring Transactions may include changes to the corporate and/or capital structure of Chaparral Parent and/or any of its subsidiaries to be made on or prior to the Effective Date, in each Party case, subject to waive the benefits Creditor Approval Rights and protections as may be set forth in the Plan Supplement. For the avoidance of Section 1542 doubt, such changes to the corporate and/or capital structure may include, but are not limited to, (i) the conversion of Chaparral Parent and/or one or more of its subsidiaries into corporations, limited liability companies or partnerships, (ii) the creation of one or more newly formed Entities and/or holdings companies, (iii) the merger of one or more existing or newly formed entities and/or holding companies, (iv) the issuance of intercompany liabilities and/or intercompany equity, and (v) any “election” that may be made for United States federal income tax purposes, (vi) the creation of one or more newly formed entities and/or (vi) the restructuring or repositioning of any of the Civil Code direct or indirect subsidiaries of CaliforniaChaparral Parent. The Confirmation Order shall be deemed, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATpursuant to both section 1123 and section 363 of the Bankruptcy Code, IF KNOWN BY HIM OR HERto authorize, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYamong other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understandsWithout limiting any rights and remedies of the Debtors or Reorganized Debtors under this Plan or applicable law, acknowledgesthe entry of the Confirmation Order shall constitute authorization for the Debtors and Reorganized Debtors, as applicable, to take, or to cause to be taken, all actions necessary or appropriate to consummate and agrees that implement the provisions of this release is a full Plan prior to, on and final general release after the Effective Date, subject to the consent rights and agreements and obligations contained in the Restructuring Support Agreement. Such restructuring may include one or more issuances, transfers, mergers, amalgamations, consolidations, restructurings, dispositions, liquidations, conversions, elections, dissolutions, cancellations, formations, or creations of one or more new Entities, as may be determined by the Debtors or Reorganized Debtors, to be necessary or appropriate, but in all Released Claimscases subject to the terms and conditions of this Plan and the Restructuring Support Agreement and the Restructuring Documents and any consents or approvals required hereunder or thereunder (including, including those that could without limitation, receipt of the FCC Interim Long Form Approval) (collectively, the “Restructuring Transactions”). All such Restructuring Transactions taken, or caused to be taken, shall be deemed to have been asserted in authorized and approved by the Bankruptcy Court upon the entry of the Confirmation Order. The actions to effectuate the Restructuring Transactions may include: (a) the execution and delivery of appropriate agreements or other documents of issuance, transfer, merger, amalgamation, consolidation, restructuring, disposition, liquidation, conversion, elections, cancellation, formation, creation, or dissolution containing terms that are consistent with the terms of this Plan and that satisfy the applicable requirements of applicable state law and such other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of issuance, transfer, assignment, assumption, distribution, contribution, direction, or delegation of any legal asset, property, right, liability, duty, or equitable proceeding against obligation on terms consistent with the Releasees. As a general releaseterms of this Plan and having such other terms to which the applicable Entities may agree; (c) the filing of appropriate certificates or articles of issuance, this Release Agreement extends transfer, merger, amalgamation, consolidation, restructuring, disposition, liquidation, cancellation, formation, creation, conversion, or dissolution, or the filing of elections, pursuant to Released Claims applicable state law; (d) the creation of one or more new Entities; (e) the filing of any required FCC Application(s); and (f) all other actions that the Releasor does applicable Entities determine to be necessary or appropriate, including, without limitation, making filings or recordings that may be required by applicable state law in connection with such transactions, but in all cases subject to the terms and conditions of this Plan and the Restructuring Documents and any consents or approvals required hereunder or thereunder. The Restructuring Transactions shall include, but not know or suspect be limited to, the Restructuring Transactions set forth in the Restructuring Transaction Steps Memorandum. Pursuant to exist at the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement with sections 363 and release 1123 of the Releasees. Each Releasor (Bankruptcy Code, the Confirmation Order shall and each Party on behalf of shall be deemed to authorize the applicable Releasors) hereby irrevocably covenants to refrain fromRestructuring Transactions, directly or indirectlyincluding, asserting any Released Claimwithout limitation, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that set forth in the event such Releasor should bring a Released Claim against any ReleaseeRestructuring Transaction Steps Memorandum, this Release Agreement which shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is and shall be deemed to apply to occur in the release and indemnification provisions sequence set forth herein, the foregoing waiver is specifically intended by each Party to waive the benefits and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYtherein.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.

Restructuring Transactions. Each Releasor understands(a) In order to effect the Restructuring Transactions, acknowledgessubject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII), the Parties agree to complete (or cause to be completed) the actions as and at the times set forth herein. (b) Prior to the date hereof, the following shall have occurred: i. The Company’s board of directors, at the recommendation of the Special Strategic Committee of the Company’s board of directors, shall have adopted board resolutions, as required under Applicable Law: 1. authorizing (x) the execution of this Agreement, (y) the Restructuring Transactions and (z) the listing of the First Resulting Shares of Common Stock and the Second Resulting Shares of Common Stock on the NYSE American; 2. setting the record date for the Stockholder Meeting and authorizing officers of the Company to give the NYSE American notice thereof; 3. appointing the transfer agent for the Stockholder Meeting; 4. approving and declaring advisable the adoption of the Charter Amendment, directing that the adoption of the Charter Amendment be submitted to a vote at the Stockholder Meeting and recommending that the Company stockholders adopt the Charter Amendment; 5. approving and declaring advisable the Convertible Notes Exchange, directing that the approval of the issuance of the Second Resulting Shares of Common Stock, the Charter Amendment and the election of the New Directors to the New Board be submitted to a vote at the Stockholder Meeting and recommending that the Company stockholders approve the issuance of the Second Resulting Shares of Common Stock, the Charter Amendment and the election of the New Directors to the New Board; 6. authorizing the execution by the Company of the Credit Agreement Amendment, the Investors Rights Agreement, the Registration Rights Agreement and the Director Indemnification Agreements and the performance of its obligations thereunder; 7. approving the Rights Offering and all documentation necessary therefor and authorizing the listing of the Rights Offering Shares on the NYSE American; and 8. approving the form of the Preliminary Proxy Statement. ii. The Company’s Special Strategic Committee of the Company’s board of directors shall adopt committee resolutions approving the Restructuring Transactions; iii. The Company stockholders set forth on Schedule 2.1(b) shall have executed the Support Agreement; and iv. The Company shall have received the Fairness Opinion. (c) Promptly after the date hereof and prior to the Closing, the following shall occur: i. The Company shall issue a press release, mutually agreed upon with the Investors, announcing the execution of this Agreement and the Restructuring Transactions; ii. The Company shall have submitted all necessary filings and documents with the NYSE American for the listing of the First Resulting Shares of Common Stock on the NYSE American; iii. The Company shall enter into the Bonus Agreements; iv. The Company shall give the NYSE American notice of the record date for the Stockholder Meeting; v. The Company shall file a Form 8-K, and agrees any other applicable filing, for the execution of this Agreement and the Restructuring Transactions: vi. The Company shall file the Preliminary Proxy Statement with the SEC; and vii. The Company shall file the Registration Statement with the SEC. (d) Prior to the Closing, the following shall occur: i. OrbiMed and the Company shall amend the 2017 OrbiMed Indenture Convertible Promissory Note and the 2017 OrbiMed PIK Convertible Promissory Note, in each case, (1) to remove the restrictions contained thereto preventing OrbiMed (or any of its Affiliates) from beneficially owning more than 9.99% of the then-outstanding shares of Common Stock and (2) to provide for the deferral of any interest payments then being due or becoming due prior to the date of conversion of such notes or earlier termination of this Agreement until the date of conversion of such notes or earlier termination of this Agreement and (3) to provide that the Conversion Consideration (as defined therein) due in respect to a conversion shall be payable upon all outstanding principal amount plus accrued and unpaid interest of such notes; ii. ROS and the Company shall amend the 2017 ROS Indenture Convertible Promissory Note and the 2017 ROS PIK Convertible Promissory Note, in each case, to (1) remove the restrictions contained thereto preventing ROS (or any of its Affiliates) from beneficially owning more than 9.99% of the then-outstanding shares of Common Stock, (2) to provide for the deferral of any interest payments then being due or becoming due prior to the date of conversion of such notes or earlier termination of this release is Agreement until the date of conversion of such notes or earlier termination of this Agreement and (3) to provide that the Conversion Consideration (as defined therein) due in respect to a full conversion shall be payable upon all outstanding principal amount plus accrued and final general release unpaid interest of such notes; iii. After completion of the steps listed in Sections 2.1(d)(i) and (ii), and prior to the record date for the Stockholder Meeting, (x) OrbiMed shall convert the 2017 OrbiMed Indenture Notes and the 2017 OrbiMed PIK Notes in accordance with their terms, (y) ROS shall convert the 2017 ROS Indenture Notes and the 2017 ROS PIK Notes in accordance with their terms (the conversions of 2017 Notes into shares of Common Stock as described under clauses (x) and (y), the “2017 Notes Conversions” and the shares of Common Stock issued in connection with the 2017 Notes Conversions, the “First Resulting Shares of Common Stock”) and (z) the Company shall file a Form 8-K, and any other applicable filing, for the execution of the amendments set forth in Sections 2.1(d)(i) and (ii); iv. After the immediately preceding step, (x) the Investors shall file any required beneficial ownership filings with the SEC to reflect their ownership of the First Resulting Shares of Common Stock, (y) OrbiMed shall surrender the 2017 OrbiMed Indenture Convertible Promissory Note and the 2017 OrbiMed PIK Convertible Promissory Note to the Company and (z) ROS shall surrender the 2017 ROS Indenture Convertible Promissory Note and the 2017 ROS PIK Convertible Promissory Note to the Company; v. The Company shall, and the Company, the Investors and the Consenting Noteholders shall use their commercially reasonable efforts to cause the Trustee to, execute an amendment to the Indenture to (1) clarify that the restriction therein preventing either Investor or any Consenting Noteholder (or any of their Affiliates) from effecting a conversion of any 2015 Notes if such conversion would result in such Person beneficially owning more than 9.99% of the then-outstanding shares of Common Stock shall not be applicable to the Convertible Notes Exchange or the issuance of the Second Resulting Shares of Common Stock and (2) to provide for the deferral of any interest payments then being due or becoming due prior to the Closing Date or earlier termination of this Agreement until the Closing Date or earlier termination of this Agreement; vi. OrbiMed and the Company shall amend the 2016 OrbiMed Convertible Promissory Note (1) clarify that the restriction therein preventing either Investor (or any of its Affiliates) from effecting a conversion of any 2016 Notes if such conversion would result in such Person beneficially owning more than 9.99% of the then-outstanding shares of Common Stock shall not be applicable to the Convertible Notes Exchange or the issuance of the Second Resulting Shares of Common Stock and (2) to provide for the deferral of any interest payments then being due or becoming due prior to the date of conversion of such notes or earlier termination of this Agreement until the date of conversion of such notes or earlier termination of this Agreement; vii. ROS and the Company shall amend the 2016 ROS Convertible Promissory Note to (1) remove the restrictions contained thereto preventing ROS (or any of its Affiliates) from beneficially owning more than 9.99% of the then-outstanding shares of Common Stock, (2) to provide for the deferral of any interest payments then being due or becoming due prior to the date of conversion of such notes or earlier termination of this Agreement until the date of conversion of such notes or earlier termination of this Agreement and (3) to provide that the Conversion Consideration (as defined therein) due in respect to a conversion shall be payable upon all outstanding principal amount plus accrued and unpaid interest of such notes; viii. The Investors and the Company shall in good faith negotiate a mutually agreeable Credit Agreement Amendment substantially on the terms attached hereto as Exhibit B; ix. The Company shall promptly respond to any comments made by the SEC to the Preliminary Proxy Statement, and shall file any necessary amendments to the Preliminary Proxy Statement, each with the Investors’ reasonable approval; x. After the immediately preceding step (if such step occurs), the Company’s board of directors shall adopt board resolutions, as required under Applicable Law, approving the form of the Definitive Proxy Statement; xi. After the immediately preceding step, the Company shall file the Definitive Proxy Statement with the SEC and mail the Definitive Proxy Statement (including the proxy card attached thereto) to the Company stockholders; xii. The Company shall submit all necessary filings and documents with the NYSE American for the listing of the Private Placement Shares, the Rights Offering Shares and the Second Resulting Shares of Common Stock on the NYSE American; and xiii. The Company shall take all actions necessary, including the filing of all Released Claimsnecessary documents with NYSE American, including those to give effect to the Reverse Stock Split (as defined in the Charter Amendment) at the Closing; (e) Immediately prior to the Closing, the Company shall hold the Stockholder Meeting and shall hold a stockholder vote on (i) the issuance of the Second Resulting Shares of Common Stock, (ii) the Charter Amendment and (iii) the election of the New Directors to the New Board. (f) At the Closing, but only in the event that could the Company Stockholder Approval shall have been asserted obtained, the following shall occur: i. The Company shall enter into the Charter Amendment and file the Charter Amendment with the Secretary of State of the State of Delaware; ii. After completion of the step listed in Section 2.1(f)(i), the Company shall issue to the Investors and the Consenting Noteholders the Second Resulting Shares of Common Stock corresponding to the 2015 Notes and 2016 Notes held by each such Investor or Consenting Noteholder and OrbiMed shall surrender the 2016 OrbiMed Convertible Promissory Note to the Company, ROS shall surrender the 2016 ROS Convertible Promissory Note to the Company and the Investors and the Consenting Noteholders shall surrender any legal or equitable proceeding against promissory notes (if any) they hold for the Releasees2015 Notes; iii. As The Investors, the Company and, if applicable, the Consenting Noteholders shall enter into the Credit Agreement Amendment, the Investors Rights Agreement and the Registration Rights Agreement; iv. The New Directors of the Company shall have been elected to the New Board, thereby removing the existing members of the board of directors of the Company; and v. The New Directors of the Company shall adopt the Bylaw Amendment; vi. The Investors shall purchase from the Company in a general releaseprivate placement, this Release upon terms and conditions reasonably satisfactory to the Investors and the Company, an aggregate of $6,809,887 of Common Stock at a price per share of $7.20 (after giving effect to the Reverse Stock Split (as defined in the Charter Amendment)) (the “Private Placement”). (g) Promptly after the Closing, the following shall occur: i. The Company shall file a Form 8-K, and any other applicable filing, for the Stockholder Meeting, the change in control of the Company, the execution of the Credit Agreement extends Amendment, the Investors Rights Agreement and the Registration Rights Agreement, the Private Placement and the election of the New Directors to Released Claims that the Releasor does New Board of the Reorganized Company; ii. The Company shall notify the NYSE American of (x) the voting results of the Stockholder Meeting, (y) the change in control of the Company and (z) the appointment of the New Directors to the New Board of the Reorganized Company, and shall deliver certified copies of the articles of incorporation and bylaws of the Company, each as amended by the Charter Amendment; provided, however, if the Common Stock is not know or suspect to exist listed on the NYSE American at the time of executing this Release the Closing, the Company shall do all things necessary to cause the Common Stock to be listed on NYSE American as promptly as practicable following the Closing; iii. The Investors and any applicable Consenting Noteholders shall file any required beneficial ownership filings with the SEC to reflect their ownership of the Second Resulting Shares of Common Stock and the Private Placement Shares; iv. The Company shall issue a press release, mutually agreed upon with the Investors, announcing the voting results of the Stockholder Meeting, the Convertible Notes Exchange, the change in control of the Company, the execution of the Credit Agreement Amendment, the Investors Rights Agreement and the Registration Rights Agreement, including those that if known by it would have materially affected this settlement with the Private Placement and release the appointment of the Releasees. Each Releasor (and each Party on behalf New Directors to the New Board of the applicable Releasors) hereby irrevocably covenants to refrain from, directly Reorganized Company; v. Upon approval or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each of clearance from the Releasors expressly acknowledges that the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknown, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth hereinSEC, the foregoing waiver is specifically intended by each Party Company shall cause the Registration Statement to waive become effective, the benefits record date for the Rights Offering shall occur and protections of Section 1542 of the Civil Code of California, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.Company shall launch the Rights Offering;

Restructuring Transactions. Each Releasor understands(a) In order to effect the Restructuring Transactions, acknowledgessubject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII), the Parties agree to complete (or cause to be completed) the actions as and at the times set forth herein. (b) Prior to the date hereof, the following shall have occurred: (i) The Board shall have adopted board resolutions, as required under Applicable Law: (1) authorizing (x) the execution of this Agreement, (y) the Restructuring Transactions and (z) the listing of the Resulting Shares and the COD Shares on the NYSE American; (2) approving and declaring advisable the adoption of the COD Amendment, directing that the adoption of the COD Amendment be submitted to a vote at the Stockholder Meeting and recommending that the Company stockholders adopt the COD Amendment; (3) approving and declaring advisable the Note Exchange, directing that the approval of the issuance of the Resulting Shares be submitted to a vote at the Stockholder Meeting and recommending that the Company stockholders approve the issuance of the Resulting Shares; (4) approving and declaring advisable issuance of the COD Shares, directing that the approval of the issuance of the COD Shares be submitted to a vote at the Stockholder Meeting and recommending that the Company stockholders approve the issuance of the COD Shares; and (5) authorizing the execution by the Company of the Loan Modification Agreement, the Board Rights Agreement, the Convertible Note, the Voting Agreement, the Registration Rights Agreement and the performance of its obligations thereunder; and (ii) The Company and YE shall have executed the Loan Modification Agreement; and (iii) The Company and the Investors shall have executed the Voting Agreement. (c) Promptly after the date hereof and prior to the Closing, the following shall occur: (i) The Company shall issue a press release, mutually agreed upon with Red Mountain, announcing the execution of this Agreement and the Restructuring Transactions; (ii) The Company shall have submitted all necessary filings and documents with the NYSE American for the listing of the Resulting Shares and the COD Shares on the NYSE American; (iii) The Company shall give the NYSE American notice of the record date for the Stockholder Meeting; (iv) The Company shall file a Form 8-K, and agrees that any other applicable filing, with respect to the execution of this release is a full Agreement and final general release of all Released Claims, including those that could have been asserted in any legal or equitable proceeding against the Releasees. As a general release, this Release Agreement extends to Released Claims that Restructuring Transactions; (v) The Company shall file the Releasor does not know or suspect to exist at Preliminary Proxy Statement and the time of executing this Release Agreement, including those that if known by it would have materially affected this settlement Definitive Proxy Statement with the SEC and release shall effect the mailing of the Releasees. Each Releasor Definitive Proxy Statement to the Company stockholders; and (vi) The Company and each Party YE shall in good faith negotiate and enter into the A&R Credit Agreement. (d) Immediately prior to the Closing, the Company shall hold the Stockholder Meeting and shall hold a stockholder vote on behalf (i) the issuance of the applicable ReleasorsResulting Shares, (ii) hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or asserting, maintaining, prosecuting, assisting, commencing, instituting, or causing to be commenced any Cause of Action of any kind against any Releasee arising out of or relating to a Released Claim. Each the issuance of the Releasors expressly acknowledges that COD Shares, and (iii) the covenant not to sue contained in this Release Agreement is effective regardless of whether those Released Claims are presently known or unknownCOD Amendment. (e) At the Closing, suspected or unsuspected, or foreseen or unforeseen. Each Releasor (and each Party on behalf of the applicable Releasors) further agrees that but only in the event such Releasor should bring a Released Claim against any Releasee, this Release Agreement that the Company Stockholder Approval shall serve as a complete defense to such claim. Notwithstanding the New York choice of law provisions in this Release Agreement, to the extent that California law is proposed to apply or is deemed to apply to the release and indemnification provisions set forth hereinhave been obtained, the foregoing waiver is specifically intended by each Party to waive following shall occur: (i) The Company shall execute the benefits COD Amendment and protections file the COD Amendment with the Secretary of Section 1542 State of the Civil Code State of CaliforniaDelaware; (ii) The Company shall issue to YE the Convertible Note, which provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYYE shall surrender any promissory notes it holds for the 2016 Loans and forgive the Hedge Obligations; (iii) The Company and YE shall enter into the Registration Rights Agreement; and (iv) The Company and Red Mountain shall enter into the Board Rights Agreement.” EACH RELEASOR UNDERSTANDS THAT SECTION 1542, OR, AS MAY BE APPLICABLE, THE COMPARABLE STATUTE, RULE, REGULATION, OR ORDER OF ANOTHER JURISDICTION, GIVES SUCH RELEASOR THE RIGHT NOT TO RELEASE EXISTING CLAIMS OF WHICH SUCH RELEASOR IS NOT AWARE, UNLESS SUCH RELEASOR VOLUNTARILY CHOOSES TO WAIVE THIS RIGHT. HAVING BEEN SO APPRISED, EACH RELEASOR NEVERTHELESS HEREBY VOLUNTARILY ELECTS TO AND DOES WAIVE, AS TO EACH AND EVERY RELEASED CLAIM, THE RIGHTS DESCRIBED IN SECTION 1542 AND EACH OTHER COMPARABLE PROVISION OF APPLICABLE FEDERAL, STATE, LOCAL, OR FOREIGN STATUTE, RULE, REGULATION, OR ORDER, IF ANY, PERTAINING TO GENERAL RELEASES.