Inotiv, Inc.

EX-99.1 · tm2616729d1_ex99-1.htm

EX-99.1
 3
 tm2616729d1_ex99-1.htm
 EXHIBIT 99.1

  

 Exhibit 99.1

  

 THIS
 IS A SOLICITATION OF VOTES TO ACCEPT OR REJECT A PLAN OF REORGANIZATION PRIOR TO THE FILING OF VOLUNTARY REORGANIZATION CASES
 UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE. 1   BECAUSE NO CHAPTER 11 CASE HAS YET BEEN COMMENCED,
 THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT.  THE DEBTORS INTEND TO SUBMIT THIS DISCLOSURE
 STATEMENT TO THE BANKRUPTCY COURT FOR APPROVAL FOLLOWING SOLICITATION AND THE DEBTORS’ FILING FOR RELIEF UNDER CHAPTER 11 OF
 THE BANKRUPTCY CODE.  THE INFORMATION IN THIS DISCLOSURE STATEMENT IS SUBJECT TO CHANGE AND SUBJECT TO THE PLAN AND OTHER
 DEFINITIVE DOCUMENTS. EXCEPT AS OTHERWISE SPECIFIED HEREIN OR AS MAY BE COMMUNICATED BY THE DEBTORS, THE SOLICITATION OF VOTES
 ON THE PLAN WITH RESPECT TO HOLDERS OF CLASS 3, CLASS 5, AND CLASS 6 CLAIMS IS BEING MADE PRIOR TO THE FILING OF VOLUTNARY
 REORGANIZATION CASES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
 ACT, INCLUDING PURSUANT TO SECTION 4(A)(2) THEREOF, AND APPLICABLE UNITED STATES STATE SECURITIES LAWS, AND ONLY FROM
 HOLDERS OF SUCH CLAIMS WHO ARE AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) OF THE SECURITIES ACT (“ ACCREDITED
 INVESTORS ”) OR A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“ QIB ”).  AFTER
 THE PETITION DATE, THE DEBTORS WILL RELY ON SECTION 1145(A) OF THE BANKRUPTCY CODE, SECTION 4(A)(2) OF THE SECURITIES
 ACT, OR OTHER EXEMPTIONS UNDER THE SECURITIES ACT AND BLUE SKY LAWS TO EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND BLUE
 SKY LAWS THE OFFER, ISSUANCE, AND DISTRIBUTION OF THE SECURITIES DESCRIBED HEREIN AND UNDER THE PLAN.  THIS DISCLOSURE
 STATEMENT IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES.

  

  

 1 Capitalized
 terms used but not otherwise defined herein have the meanings ascribed to such terms elsewhere
 in this disclosure statement (as may be amended, supplemented, or otherwise modified from
 time to time, this “ Disclosure Statement ”) or in the Joint Prepackaged
 Chapter 11 Plan of Reorganization of Inotiv, Inc. and its Affiliated Debtors (as may
 be amended, supplemented, or otherwise modified from time to time, the “ Plan ”),
 as applicable.

  

  

  

  

 IN
THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

hOUSTON dIVISION

  

  

 In re:

  

 Inotiv, Inc.,
 et al. , 1

  

 Debtors.

  

  

 Chapter 11

  

 Case No. 26-[_______] ([___])

  

  

  

 DISCLOSURE STATEMENT
FOR THE

 JOINT PREPACKAGED
CHAPTER 11 PLAN OF

 REORGANIZATION
OF INOTIV, INC. and its affiliated debtors

  

 ROPES &
 GRAY LLP

 Cristine Pirro Schwarzman ( pro
 hac vice pending)

 Daniel I. Forman ( pro hac vice
 pending)

 1211 Avenue of the Americas

 New York, New York 10036

 Telephone: (212) 596-9000

 Facsimile: (212) 596-9090

 E-mail: cristine.schwarzman@ropesgray.com

 dan.forman@ropesgray.com

 HUNTON
 ANDREWS KURTH LLP

 Timothy A. (“Tad”) Davidson II (TX Bar No. 24012503

 Phillip M. Guffy (TX Bar No. 24113705)

 Kaleb Bailey (TX Bar No. 24136717)

 600
 Travis Street, Suite 4200

 Houston, Texas 77002

 Telephone: (713) 220-4200

 Facsimile: (713) 220-4285

 Email: taddavidson@hunton.com

 pguffy@hunton.com

 kbailey@hunton.com

  
  

 Proposed Co-Counsel to the Debtors
 and Debtors in Possession
 Proposed Co-Counsel to the Debtors
 and Debtors in Possession

  

  

 1 The
 Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s
 federal tax identification number, are as follows: Inotiv LAMS West Inc. (7130); Inotiv,
 Inc. (5024); BAS Evansville, Inc. (3157); BASi Gaithersburg, LLC (9967); Bronco Research
 Services, LLC (2654); Envigo Bioproducts, Inc. (2644); Envigo Global Services Inc. (6521);
 Envigo Holding I, Inc. (3754); Envigo New Holdco, LLC (9828); Envigo RMS B.V., Inc. (8162);
 Envigo RMS, LLC (3840); ERPP, Inc. (2545); Histion, LLC (2199); Inotiv Boulder, LLC (9567);
 Inotiv Nashville, LLC (8480); Inotiv Research Models, LLC (6700); Integrated Laboratory Systems,
 LLC (3696); Precisium Solutions, LLC (2043); Seventh Wave Laboratories, LLC (3138). The Debtors’
 service address is 2701 Kent Avenue, West Lafayette, IN 47906.

  

  

  

   

 important
information regarding this disclosure statement FOR Solicitation of Votes on the JOINT prepackaged Chapter 11 Plan of REORGANIZATION
OF INOTIV, inc. and its affiliated debtors From the Holders of Outstanding CLAIMS IN THE FOLLOWING CLASSes:

  

 Voting
 Class
 Name
 of Class Under the Plan

 Class 3
 PREPETITION
 first lien claims

 class
 5
 PREPETITION
 PIK Notes claims

 class
 6
 PREPETITION
 Unsecured Convertible notes claims

  

 If
you are A HOLDER OF A CLAIM OR CLAIMS in ONE OR MORE OF THE CLASSES LISTED ABOVE, You are receiving this document and the accompanying
materials because you MAY BE entitled to vote on the plan

  

 DELIVERY
 OF CLASS 3 BALLOTS

  

 Ballots
must be actually received by the Solicitation Agent by 4:00 p.m. (prevailing CENTRAL Time) on JULY 6, 2026 (the “ Voting
Deadline ”)

  

 VIA
FIRST CLASS MAIL,

OVERNIGHT COURIER, OR HAND DELIVERY AT:

  

 inotiv
BALLOT PROCESSING

C/O Kroll RESTRUCTURING ADMINISTRATION LLC

 850
THIRD AVENUE, SUITE 412

 BROOKLYN,
NY 11232

  

 TO
ARRANGE FOR HAND DELIVERY, PLEASE EMAIL INOTIVBALLOTS@RA.KROLL.COM (WITH “INOTIV BALLOT DELIVERY’ IN THE SUBJECT LINE) AT
LEAST 24 HOURS PRIOR TO ARRIVAL AT THE ABOVE ADDRESS AND PROVIDE THE ANTICIPATED DATE AND TIME OF DELIVERY

  

 OR
BY SUBMITTING AN ELECTRONIC BALLOT THROUGH THE SOLICITATION AGENT’S DEDICATED ONLINE PORTAL (THE “ E-BALLOTING PORTAL ”).
TO SUBMIT YOUR BALLOT THROUGH THE E-BALLOTING PORTAL, VISIT HTTPS://RESTRUCTURING.RA.KROLL.COM/INOTIVBALLOTS, CLICK ON THE “sUBMIT
e-bALLOT” LINK UNDER THE “CASE NAVIGATION” SECTION OF THE DEBTORS’ WEBSITE AND FOLLOW THE INSTRUCTIONS TO
SUBMIT YOUR BALLOT.

  

  

  

   

 DELIVERY OF
CLASS 5 AND CLASS 6 BENEFICIAL HOLDER BALLOTS

  

 In
order for your vote to count, your Nominee must receive your vote, in sufficient time for your Nominee to include your vote on a Master
Ballot that must be received by the SOLICITATION Agent on or before the Voting Deadline, which is July 6, 2026, at 4:00 p.m., prevailing
Central Time. Please allow sufficient time for your vote to be included on the Master Ballot completed by your Nominee. If a Master Ballot
recording your vote is not received by the Voting Deadline, and if the Voting Deadline is not extended, your vote will only count in
the Debtors’ sole discretion. If you are not an Eligible Holder (or the authorized signatory of an Eligible Holder), you may not
submit a pre-petition Ballot. Any pre-petition Ballot received by a non-Eligible Holder (or on behalf of a non-Eligible Holder) will
not be counted.

  

 If
your Beneficial HOLDER Ballot has been “pre-validated” by your Nominee, including a signature and medallion guarantee OR
AUTHORIZED SIGNATORY LIST, certifying your Claim amount for voting purposes as of the Voting Record Date, you may submit such “pre-validated”
Ballot directly to the SOLICITATIONAgent by electronic mail at InotivBallots@ra.kroll.com (with “Inotiv Ballot Submission”
in the subject line). “Pre-validated” Beneficial holder Ballots may also be submitted in paper format directly to the SOLICITATIONAgent
in the return envelope provided, if any, or otherwise by regular mail, overnight courier, or hand delivery to:

  

 Inotiv, Inc.
Ballot Processing Center

 c/o
Kroll Restructuring Administration LLC

 850
Third Avenue, Suite 412

 Brooklyn,
NY 11232

  

 DELIVERY OF
CLASS 5 AND CLASS 6 MASTER BALLOTS

  

 PLEASE COMPLETE,
SIGN, AND DATE THE MASTER BALLOT AND RETURN IT BY THE VOTING DEADLINE VIA ELECTRONIC MAIL SERVICE TO INOTIVBALLOTS@RA.KROLL.COM OR VIA
FIRST CLASS MAIL, OVERNIGHT COURIER, OR HAND DELIVERY TO:

  

 Inotiv, Inc.
Ballot Processing Center

 c/o
Kroll Restructuring Administration LLC

 850
Third Avenue, Suite 412

 Brooklyn,
NY 11232

  

 ii  

  

  

 IF
THE SOLICITATION AGENT DOES NOT ACTUALLY RECEIVE THE MASTER BALLOT ON OR BEFORE JULY 6, 2026 AT 4:00 P.M., PREVAILING CENTRAL
TIME, AND IF THE VOTING DEADLINE IS NOT EXTENDED, THE VOTES TRANSMITTED ON THE MASTER BALLOT MAY BE COUNTED TOWARD CONFIRMATION
OF THE PLAN ONLY IN THE DISCRETION OF THE DEBTORS.

  

 BALLOTS
RECEIVED VIA MEANS OTHER THAN the

aforementioned MEANS WILL NOT BE COUNTED.

 If
you have any questions on the procedures for voting on the

Plan, please contact KROLL

(THE DEBTORS’ SOLICITATION AGENT) AT:

 (844)
408-3698 (domestic toll-free)

OR +1 (646) 825-3849 (INTERNATIONAL TOLL)

  

 or
email: INOTIVINFO@RA.KROLL.com ; SUBJECT LINE: “INOTIV”

  

  

 Inotiv, Inc.
and its affiliated debtors (each, a “ Debtor ” and together, the “ Debtors ” ) submit this Disclosure
Statement pursuant to section 1125 of the Bankruptcy Code for use in solicitation of votes on the Plan. The Plan is anticipated to be
filed with the United States Bankruptcy Court for the Southern District of Texas (the “ Bankruptcy Court ”). A copy
of the Plan is attached hereto as Exhibit A . This Disclosure Statement provides information regarding the Plan, which the
Debtors are seeking to have confirmed by the Bankruptcy Court. The Debtors are providing the information in this Disclosure Statement
to certain Holders of Claims for purposes of soliciting votes to accept or reject the Plan.

  

 Pursuant to the Restructuring
Support Agreement, which is attached hereto as Exhibit B , the Plan is currently supported by the Debtors and Holders who hold
a substantial majority of the Claims in the Voting Classes.

  

 The
Plan provides that the following parties, in their capacity as such, are Releasing Parties, deemed to grant the releases provided for
therein: (a) each Released Party; (b) each Estate; (c) each Holder of Claims who (i) votes to accept the Plan, (ii) is
presumed to accept the Plan, (iii) is entitled to vote on the Plan and abstains from doing so, or (iv) votes to reject the
Plan and, in each case, does not affirmatively opt out of the Third-Party Release by checking the applicable box on its Opt-Out Release
Form or Ballot, in accordance with the procedures set forth in the Scheduling Order; (d) all Holders of Claims and Interests
who are deemed to reject the Plan and who, in each case, affirmatively opt in to the Third-Party Release by checking the applicable box
on their Opt-In Release Form indicating that they opt to grant the Third-Party Release in accordance with the procedures set forth
in the Scheduling Order; and (e) each Related Party of each Entity in clauses (a) through (d), solely to the extent such Related
Party (i) would be obligated to grant a release under the principles of agency if it were so directed by the Entity in the foregoing
clauses (a) through (d) to whom they are related, or (ii) may assert Claims or Causes of Action on behalf of or in a derivative
capacity by or through an Entity in the foregoing clauses (a) through (d). For the avoidance of doubt, an Entity shall not be a
Releasing Party if such Entity timely and properly opts out of, or does not opt in to, as applicable, the Third-Party Release or timely
objects to the Third-Party Release, either through formal objection filed on the docket of the Chapter 11 Cases or informal objection
provided to the Debtors in writing, including by electronic mail, and such objection is not resolved or withdrawn from the docket of
the Chapter 11 Cases or in writing, including via electronic mail, as applicable, before Confirmation. For the avoidance of doubt, (y) no
Holder of Claims or Interests that is deemed to reject the Plan shall be a Releasing Party unless such Holder affirmatively opts in to
the Third-Party Release and (z) any opt-out election made by a Consenting Stakeholder in any capacity in contravention of the Restructuring
Support Agreement is void ab initio .

  

 iii  

  

  

 Holders
of Claims in Classes 1, 2, 4, and 7 may opt out of becoming a Releasing Party by checking the applicable box on the Opt-Out Form or
filing an objection to the Plan, as described above. Holders of Claims in Classes 3, 5, and 6 (collectively, the “ Voting Classes ”)
may opt out of becoming a Releasing Party by checking the applicable box on their respective Ballot or by filing an objection to the
Plan as described above. Holders of Claims or Interests in Classes 10 and 11 may opt in to becoming a Released Party and a Releasing
Party by checking the applicable box on their Opt-In Form.

  

 The
consummation and effectiveness of the Plan are subject to certain material conditions precedent described herein and set forth in Article VIII
of the Plan. There is no assurance that the Bankruptcy Court will confirm the Plan or approve this Disclosure Statement or, if the Bankruptcy
Court does confirm the Plan, that the conditions necessary for the Plan to become effective will be satisfied or, in the alternative,
waived.

  

 You
are encouraged to read this Disclosure Statement (including “Certain Factors to Be Considered” described in Article VI
of this Disclosure Statement) and the Plan in their entirety before submitting your Ballot to vote on the Plan.

  

 The
Debtors urge each Holder of a Claim or Interest to consult with its own advisors with respect to any legal, financial, securities, tax,
or business advice in reviewing this Disclosure Statement, the Plan, and each transaction contemplated by the Plan.

  

 The
Debtors strongly encourage Holders of Claims in the Voting Classes to read this Disclosure Statement and the Plan in their entirety before
voting to accept or reject the Plan. Assuming the requisite acceptances to the Plan are obtained, the Debtors will seek the Bankruptcy
Court’s approval of the Plan at the Combined Hearing.

  

 RECOMMENDATION
 BY THE DEBTORS

  

 THE
 Debtors’ governing bodies have approved the RESTRUCTURING transactions contemplated by the Plan AND DESCRIBED IN THIS DISCLOSURE
 STATEMENT, AND THE DEBTORS BELIEVE THAT THE PLAN IS FAIR AND EQUITABLE, MAXIMIZEs THE VALUE OF THE Debtors’ ESTATE, AND PROVIDEs
 THE BEST RECOVERY TO CLAIM HOLDERS. AT THIS TIME, THE Debtors believe THAT THE PLAN AND RELATED restructuring TRANSACTIONS REPRESENT
 THE BEST ALTERNATIVE FOR ACCOMPLISHING THE DEBTORS’ overall RESTRUCTURING OBJECTIVES. the DEBTORS, THEREFORE, STRONGLY recommend
 that all Holders of claims whose votes are being solicited submit Ballots to accept the Plan by returning their ballots so
 as to be actually received by the Solicitation Agent no later than jULY 6, 2026 at 4:00 p.m. (prevailing CENTRAL
 Time) pursuant to the instructions set forth herein and in the ballots.

  

 iv  

  

  

 SPECIAL
NOTICE REGARDING FEDERAL AND STATE SECURITIES LAWS

  

 The Bankruptcy Court has
not reviewed this Disclosure Statement or the Plan, and the securities to be issued on or after the Plan Effective Date will not be issued
pursuant to a registration statement filed with the United States Securities and Exchange Commission (the “ SEC ”)
under the United States Securities Act of 1933 (as amended, the “ Securities Act” ) or any securities regulatory authority
of any state under any state securities law (“ Blue Sky Laws ”). The Plan has not been approved or disapproved by the
SEC or any state regulatory authority, and neither the SEC nor any state regulatory authority has passed upon the accuracy or adequacy
of the information contained in this Disclosure Statement or the Plan. Any representation to the contrary is a criminal offense. The Debtors
are relying on exemptions from the registration requirements of the Securities Act, including section 4(a)(2) thereof and/or Regulation
D promulgated thereunder, and on equivalent exemptions under Blue Sky Laws, to exempt from registration under the Securities Act and Blue
Sky Laws the offer to certain Holders of Claims in the Voting Classes of new securities prior to the Petition Date, including in connection
with the prepetition solicitation of votes to accept or reject the Plan (the “ Solicitation ”).

 After
the Petition Date, the Debtors will rely on section 1145(a) of the Bankruptcy Code, Section 4(a)(2) of the Securities
Act, or other exemptions under the Securities Act and Blue Sky Laws to exempt from registration under the Securities Act and Blue Sky
Laws the offer, issuance, and distribution of the securities described herein and under the Plan. Neither the Solicitation nor this Disclosure
Statement constitutes an offer to sell or the solicitation of an offer to buy securities in any state or jurisdiction in which such offer
or solicitation is not authorized.

  

 Except
to the extent publicly available, this Disclosure Statement, the Plan, and the information set forth herein and therein are confidential.
This Disclosure Statement and the Plan may contain material non-public information concerning the Debtors, its subsidiaries, and their
respective debt and securities. Each recipient hereby acknowledges that it (a) is aware that the federal securities laws of the
United States prohibit any person who has material non-public information about a company, which is obtained from the company or its
representatives, from purchasing or selling securities of such company or from communicating the information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such Securities and (b) is familiar
with the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange
Act ”).

  

 v  

  

  

 DISCLAIMER

  

 This
Disclosure Statement contains summaries of certain provisions of the Plan and certain other documents and financial information. The
information included in this Disclosure Statement is provided solely for the purpose of soliciting acceptances of the Plan and should
not be relied upon for any purpose other than to determine whether and how to vote on the Plan. All Holders of Claims entitled to vote
are advised and encouraged to read this Disclosure Statement and the Plan in their entirety before voting. The Debtors believe that these
summaries are fair and accurate. The summaries of the financial information and the documents that are attached to, or incorporated by
reference in, this Disclosure Statement are qualified in their entirety by reference to such information and documents. In the event
of any inconsistency or discrepancy between a description in this Disclosure Statement, on the one hand, and the terms and provisions
of the Plan or the financial information and documents incorporated in this Disclosure Statement by reference, on the other hand, the
Plan or the financial information and documents, as applicable, shall govern for all purposes.

  

 Except
as otherwise provided in the Plan or in accordance with applicable law, the Debtors are under no duty to update or supplement this Disclosure
Statement. The Bankruptcy Court’s approval of this Disclosure Statement, which the Debtors will seek at the Combined Hearing, does
not constitute a guarantee of the accuracy or completeness of the information contained herein or the Bankruptcy Court’s endorsement
of the merits of the Plan. The statements and financial information contained in this Disclosure Statement have been made as of the date
hereof unless otherwise specified. Holders of Claims or Interests reviewing this Disclosure Statement should not assume at the time of
such review that there have been no changes in the facts set forth in this Disclosure Statement since the date of this Disclosure Statement.
No Holder of a Claim or Interest should rely on any information, representations, or inducements that are not contained in or are inconsistent
with the information contained in this Disclosure Statement, the documents attached to this Disclosure Statement, and the Plan. This
Disclosure Statement does not constitute legal, business, financial, or tax advice. Any Person or Entity desiring any such advice should
consult with their own advisors. Additionally, this Disclosure Statement has not been approved or disapproved by the Bankruptcy Court,
the SEC, or any securities regulatory authority of any state under Blue Sky Laws. The Debtors are soliciting acceptances of the Plan
prior to commencing any cases under chapter 11 of the Bankruptcy Code.

  

 The
financial information contained in or incorporated by reference into this Disclosure Statement has not been audited, except as specifically
indicated otherwise.  The Debtors’ management (“ Management ”), in consultation with their advisors,
has prepared the financial projections attached hereto as Exhibit D and described in this Disclosure Statement.
  The financial projections, while presented with numerical specificity, necessarily were based on a variety of estimates and assumptions
that are inherently uncertain and may be beyond the control of Management.  Important factors that may affect actual results and
cause Management forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to the Debtors’
businesses (including their ability to achieve strategic goals, objectives, and targets over applicable periods), industry performance,
the regulatory environment, general business and economic conditions, and other factors.  The Debtors caution that no representations
can be made as to the accuracy of these projections or to their ultimate performance compared to the information contained in the forecasts
or that the forecasted results will be achieved.  Therefore, the financial projections may not be relied upon as a guarantee or
other assurance that the actual results will occur.

  

 vi  

  

  

 Regarding contested matters,
adversary proceedings, and other pending, threatened, or potential litigation or other actions, this Disclosure Statement does not constitute,
and may not be construed as, an admission of fact, liability, stipulation, or waiver by the Debtors or any other party, but rather as
a statement made in the context of settlement negotiations in accordance with Rule 408 of the Federal Rules of Evidence and any analogous
state or foreign laws or rules. As such, this Disclosure Statement shall not be construed to be conclusive advice on the tax, securities,
financial, or other effects of the Plan to Holders of Claims against or Interests in, the Debtors or any other party in interest. Please
refer to Article VI of this Disclosure Statement, entitled “Certain Factors to Be Considered” for a discussion of certain
risk factors that Holders of Claims and Interests voting on the Plan should consider.

 Except
as otherwise expressly set forth herein, all information, representations, or statements contained herein have been provided by the Debtors.
No person is authorized by the Debtors in connection with this Disclosure Statement, the Plan, or the Solicitation to give any information
or to make any representation or statement regarding this Disclosure Statement, the Plan, or the Solicitation, in each case, other than
as contained in this Disclosure Statement and the exhibits attached hereto or as otherwise incorporated herein by reference or referred
to herein. If any such information, representation, or statement is given or made, it may not be relied upon as having been authorized
by the Debtors.

  

 This
Disclosure Statement contains certain forward-looking statements, all of which are based on various estimates and assumptions. Such forward-looking
statements are subject to inherent uncertainties and to a wide variety of significant business, economic, and competitive risks, including,
but not limited to, those summarized herein. When used in this Disclosure Statement, the words “anticipate,” “believe,”
 “estimate,” “will,” “may,” “intend,” and “expect” and similar expressions
generally identify forward-looking statements. Although the Debtors believe that their plans, intentions, and expectations reflected
in the forward-looking statements are reasonable, they cannot be sure that they will be achieved. These statements are only predictions
and are not guarantees of future performance or results. Forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated by a forward-looking statement. All forward-looking statements attributable
to the Debtors or Persons or Entities acting on their behalf are expressly qualified in their entirety by the cautionary statements set
forth in this Disclosure Statement, including those set forth in Article VI hereof. Forward-looking statements speak only as of
the date on which they are made. Except as required by law, the Debtors expressly disclaim any obligation to update any forward-looking
statement, whether as a result of new information, future events, or otherwise.

  

 vii  

  

  

 TABLE
OF CONTENTS

  

 Page

  

 Article I
 INTRODUCTION
 2

 Article II
 THE PLAN
 3

  
 2.1
 Treatment of Unclassified Claims
 3

  
 2.2
 Treatment of Classified Claims and Interests
 7

  
 2.3
 Special Provision Governing Unimpaired Claims
 10

  
 2.4
 Compromise or Settlement of Controversies
 10

  
 2.5
 Sources of Consideration for Plan Distribution
 11

  
 2.6
 Restructuring Transactions
 11

  
 2.7
 Continued Corporate Existence
 12

  
 2.8
 Private Company
 12

  
 2.9
 Corporate Action
 13

  
 2.10
 Vesting of Assets
 13

  
 2.11
 Indemnification Provisions in Organizational Documents
 14

  
 2.12
 Cancellation of Existing Securities and Agreements
 16

  
 2.13
 Cancellation of Certain Existing Security Interests
 17

  
 2.14
 Approval of the Exit Financing Facilities and the
 Exit Financing Documents
 18

  
 2.15
 Issuance of the New Equity Interests
 19

  
 2.16
 Issuance of New Warrants
 19

  
 2.17
 Exemption from Registration Requirements
 19

  
 2.18
 Organizational Documents
 21

  
 2.19
 Exemption from Certain Transfer Taxes and Recording
 Fees
 21

  
 2.20
 Managers, Directors, and Officers of the Company
 21

  
 2.21
 Incentive Plans
 22

  
 2.22
 Effectuating Documents; Further Transactions
 22

  
 2.23
 Employment Obligations
 22

  
 2.24
 Retained Causes of Action
 23

  
 2.25
 Assumption of Executory Contracts and Unexpired
 Leases
 24

  
 2.26
 Cure of Defaults for Assumed Executory Contracts
 and Unexpired Leases
 25

  
 2.27
 Claims Based on Rejection of Executory Contracts
 or Unexpired Leases
 26

  
 2.28
 Indemnification Obligations
 26

  
 2.29
 Contracts and Leases Entered Into After the Petition
 Date
 26

  
 2.30
 Insurance Policies
 27

  
 2.31
 Reservation of Rights
 27

  
 2.32
 Conditions Precedent to the Plan Effective Date
 27

  
 2.33
 Discharge of Claims and Termination of Interests;
 Compromise and Settlement of Claims, Interests, and Controversies
 30

  
 2.34
 Release, Injunction, and Related Provisions
 30

  
 2.35
 Setoffs and Recoupment
 34

  
 2.36
 Release of Liens
 35

  
 2.37
 No Substantive Consolidation
 35

 Article III
 Voting procedures and requirements
 35

  
 3.1
 Class Entitled to Vote on the Plan
 35

  
 3.2
 Votes Required for Acceptance by a Class
 36

  
 3.3
 Certain Factors to Be Considered Prior to Voting
 36

  
 3.4
 Classes Not Entitled To Vote on the Plan
 37

  
 3.5
 Disputes Regarding Impairment
 37

  
 3.6
 Nonconsensual Confirmation
 37

  

 viii  

  

  

  
 3.7
 Subordinated Classes
 38

  
 3.8
 Vacant Classes
 38

  
 3.9
 Intercompany Interests
 38

  
 3.10
 No Waiver
 38

  
 3.11
 Solicitation Procedures
 38

  
 3.12
 Voting Procedures
 39

 Article IV
 Corporate and CAPITAL STRUCTURE
 41

  
 4.1
 Prepetition Corporate and Capital Structure
 41

 Article V
 CIRCUMSTANCES LEADING TO THESE CHAPTER 11 CASES
 44

  
 5.1
 Challenges Facing the Company
 44

  
 5.2
 Debtors’ Efforts to Address Business Challenges
 47

 Article VI
 CERTAIN FACTORS TO BE CONSIDERED
 49

  
 6.1
 General
 49

  
 6.2
 Risks Relating to the Plan and Other Bankruptcy
 Law Considerations
 49

  
 6.3
 Risks Relating to the Restructuring Transactions
 57

  
 6.4
 Risks Relating to the New Equity Interests and New
 Warrants
 59

  
 6.5
 Risks Relating to the Debtors’ Businesses
 63

  
 6.6
 Certain Tax Implications of the Chapter 11 Cases
 and the Plan
 65

  
 6.7
 Disclosure Statement Disclaimer
 65

 Article VII
 CONFIRMATION OF THE PLAN
 68

  
 7.1
 The Confirmation Hearing
 68

  
 7.2
 Confirmation Standards
 68

  
 7.3
 Best Interests Test/Liquidation Analysis
 68

  
 7.4
 Feasibility
 69

  
 7.5
 Confirmation Without Acceptance by All Impaired
 Classes
 70

  
 7.6
 Alternatives to Confirmation and Consummation of
 the Plan
 71

 Article VIII
 IMPORTANT SECURITIES LAW DISCLOSURE
 71

  
 8.1
 Exemption from Registration Requirements
 71

  
 8.2
 Resales of the Securities
 72

 Article IX CERTAIN UNITED STATES FEDERAL INCOME
 TAX CONSEQUENCES OF THE PLAN
 74

 Article X CONCLUSION AND RECOMMENDATION
 99

  

 EXHIBITS

  

 Exhibit A

 Exhibit B

 Plan

 Restructuring Support Agreement

 Exhibit C
 Liquidation Analysis

 Exhibit D

 Exhibit E

 Financial
 Projections

 Valuation Analysis

 Exhibit F
 Corporate Organizational Chart

  

 ix  

  

  

 Executive
Summary

  

 The
Plan implements a prepackaged restructuring agreed to among the Debtors and the Holders of the vast majority of Claims in the Voting Classes
who have executed the Restructuring Support Agreement and are supportive of the Plan and the Restructuring Transactions .

 The Restructuring Transactions
will result in a significant deleveraging of the Debtors’ capital structure, as reflected in the charts below

 Capital Structure as of the Petition
Date

 Instrument
 Approx. Amount

Outstanding (mm)

 Bridge Facility Delayed Draw Term Loans
 $ 40.5

 First Lien Claims
 $ 274.9

 Prepetition PIK Notes
 $ 28.3

 DOJ Settlement Payments
 13.3

 Unsecured Convertible Notes
 $ 131.7

 Total Debt 2
 $ 488.7

 Common Stock 4
 $ 10.5

 Total
 $ 499.2

 Structure Post-Emergence

 Instrument

 Approx. Amount

Outstanding (mm)

 Exit Facility

 $
 150
 1

 DOJ Settlement Payments

 $
 13.3

 Total Debt 3

 $
 163.3

 New Equity Interests

 $
 84

 Total

 $
 247.3

 The anticipated benefits of
the Plan include, without limitation, the following:

 (a) An exit term loan credit facility (the “ Exit Term Loan Facility ”) consisting
of senior secured first lien term loans in an aggregate principal amount of up to $150 million (including paid-in-kind interest, fees,
OID, or premiums to be earned and capitalized upon issuance);

 (b) Conversion of approximately $315.4 million of Prepetition First Lien Claims into (i) 93% of the New Equity
Interests, on a fully diluted basis, subject to dilution on account of the New Warrants and the Management Incentive Plan, and (ii) new
Exit Term Loans;

 (c) Conversion of approximately $28.3 million of Prepetition PIK Notes Claims into 21% of the Notes Recovery
( i.e. , a pro rata share of 7% of the New Equity Interests and the New Warrants);

 (d) Conversion of approximately $131.7 million of Prepetition Unsecured Convertible Notes Claims into (i)
79% of the Notes Recovery ( i.e. , a pro rata share of 7% of the New Equity Interests and the New Warrants);

 (e) Payment in full or Reinstatement of all General Unsecured Claims;

 (f) The anticipated assumption of all Unexpired Leases and Executory Contracts, with continued performance
and payment thereunder in the ordinary course; and

 (g) Prompt emergence from chapter 11

 The
Plan provides for a comprehensive restructuring of the Debtors’ prepetition obligations, preserves the going-concern value of the
Debtors’ businesses, maximizes all creditor recoveries, and protects the jobs of the Debtors’ invaluable employees, including
Management.

  

 The
purpose of this Disclosure Statement is to provide Holders of Claims entitled to vote to accept or reject the Plan with adequate information
about (i) the Debtors’ businesses and certain historical events, (ii) the chapter 11 cases which the Debtors intend to
file (the “ Chapter 11 Cases ”), (iii) the rights of Holders of Claims or Interests under the Plan, and
(iv) other information necessary to enable a hypothetical investor typical of the Holders of Claims or Interests in the Chapter
11 Cases to make an informed judgment about the Plan.

 1 To
 include Exit and Upfront Fees paid-in-kind.

 2 “Total
 Debt” reflects the funded debt instruments and does not reflect general unsecured claims—including,
 approximately $550,000 on account of a PPP Loan (as further detailed in the First Day Declaration).

 3 “Total
 Debt” reflects the funded debt instruments and does not reflect general unsecured claims—including,
 approximately $550,000 on account of a PPP Loan (as further detailed in the First Day Declaration).

 4 The
 Common Stock market capitalization is as of April 16, 2026.

 1

  

 Article I

INTRODUCTION

  

 Inotiv, Inc.
(“ Inotiv ” and, together with its subsidiaries, the “ Company ”), began operations in
1975 as Bioanalytical Systems, Inc. and completed an initial public offering in 1997. On March 18, 2021, the Company changed
its corporate name to Inotiv, Inc. to reflect a broader strategic vision: the creation of a vertically integrated, full-service
contract research organization capable of supporting the entire preclinical drug development continuum from early-stage target identification
and discovery through regulatory submission-ready safety studies.

  

 To
realize that vision, the Company executed fourteen strategic acquisitions over approximately 48 months between July 2018 and July 2022,
transforming the Company from a single-site analytical services provider into a two-segment platform of meaningful scale. This investment
phase built a full-service drug discovery and development contract research organization (“ CRO ”) through disciplined
M&A activity, adding access to critical Research Model supply chains and initiating organic investments to create capacity for growth.
Most notably, the Company completed its acquisition of Envigo RMS Holding Corp. (“ Envigo ”) on November 5,
2021. Envigo was a leader in breeding, supply, and distribution of purpose-bred laboratory animals used in preclinical safety and efficacy
testing (“ Research Models ”). The Company established its Research and Models Services (“ RMS ”)
segment through the Envigo acquisition, positioning Inotiv as one of the few CROs in the world capable of offering both nonclinical testing
services and a proprietary supply of Research Models. These Research Models play a vital role in advancing human health, as medications
and medical devices must undergo rigorous preclinical safety testing before being administered to human patients. The Company’s
integrated platform enables pharmaceutical and biotechnology clients to conduct this essential work under a single provider with the
highest standards of scientific integrity and animal welfare.

  

 The
acquisition of Envigo was funded through (i) borrowings under a new senior secured credit agreement, dated as of November 5,
2021 among the Company, as borrower, the subsidiary guarantors party thereto, the lenders party thereto, and Acquiom Agency Services
LLC, as successor administrative agent and collateral agent (the “ First Lien Credit Agreement ”), and (ii) the
net proceeds of the $140.0 million aggregate principal offering of 3.25% Convertible Senior Notes due 2027 among the Company, BAS Evansville, Inc.,
as guarantor, and U.S. Bank National Association, as trustee (the “ Prepetition Unsecured Convertible Notes ”).

  

 In addition to the Envigo
transaction, the Company’s acquisitions included Orient BioResource Center Inc., Robinson Services, Inc. and a series of Discovery
and Safety Assessment (“ DSA ”) focused transactions that built Inotiv’s drug discovery and development
capabilities. These acquisitions, including Seventh Wave Laboratories, Integrated Laboratory Systems, Bronco Research Services, Histion,
Bolder BioPATH, HistoTox Labs, Gateway Pharmacology, Pre-Clinical Research Services, Protypia, Plato Biopharma, certain assets from BioReliance
and the Gaithersburg, Maryland operations from Smithers Avanza, added specialized scientific expertise spanning toxicology, pathology,
in vivo pharmacology, bioanalytical method development, surgical modeling, and related disciplines, and established the Company’s
geographic presence across key U.S. life sciences markets. Since 2023, the Company has focused on optimization, consolidation, and integration
across both operating segments, including reducing the RMS operating footprint from 23 to 11 facilities to increase efficiency, revenues
per facility, and enhance quality and animal welfare.

 2

  

 Today,
the Company is headquartered in West Lafayette, Indiana and operates across 22 sites encompassing 24 owned or leased facilities
spread across four countries. Approximately 86% of the Company’s facilities are located in the United States, with the remainder
across Europe and the Middle East. The Company also maintains 11 distribution hubs and warehouse facilities to support its Research Model
and non-human primate (“ NHP ”) logistics operations. The Company’s common shares trade on the NASDAQ under
the ticker symbol “NOTV.”

  

 The
Debtors intend to file the Chapter 11 Cases to implement the terms of the prepackaged Plan and the go-forward business strategy on which
the prepackaged Plan is based. In that regard, the Chapter 11 Cases will comprehensively restructure the Debtors’ prepetition capital
structure, preserve the going-concern value of the Debtors’ businesses, maximize all creditor recoveries (including by reinstating
General Unsecured Claims in full and assuming all Executory Contracts and Unexpired Leases), and protect the jobs of the Company’s
employees. The Plan’s consummation and the significant deleveraging of approximately $325.4 million (or about 66.6% of the
prepetition funded indebtedness) will enable the post-emergence Company to allocate capital to essential research and development. These
investments aim to drive profitability and maintain competitiveness in the highly regulated and competitive sector.

 Article II

THE PLAN

  

 2.1 Treatment
 of Unclassified Claims

  

 In
accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims (including Professional Fee Claims and DIP Claims)
and Priority Tax Claims (collectively, the “ Unclassified Claims ”) have not been classified and thus are excluded
from the Classes of Claims and Interests set forth in Article III of the Plan. The Plan provides for the following treatment of
each of the Unclassified Claims as well as statutory fees the Debtors in connection with the Chapter 11 Cases:

  

 Claim
 Plan
 Treatment

 Administrative
 Claims
 Section 2.1
 of the Plan only applies to Administrative Claims that are not DIP Claims, Transaction Expenses,
 Bankruptcy Fees, or Professional Fee Claims.

  

 Unless otherwise
 agreed to by the Holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, to the extent
 an Administrative Claim has not already been paid in full, Reinstated, or otherwise satisfied during the Chapter 11 Cases, each Holder
 of an Allowed Administrative Claim shall receive in full and final satisfaction of its Allowed Administrative Claim an amount of
 Cash equal to the unpaid portion of such Allowed Administrative Claim in accordance with the following: (i) if such Administrative
 Claim is Allowed on or prior to the Plan Effective Date, on the Plan Effective Date or as soon as reasonably practicable thereafter
 (or, if not then due, when such Administrative Claim becomes due or as soon as reasonably practicable thereafter); (ii) if such
 Administrative Claim is Allowed after the Plan Effective Date, on the date such Administrative Claim is Allowed or as soon as reasonably
 practicable thereafter (or, if not then due, when such Administrative Claim is due or as soon as reasonably practicable thereafter);
 (iii) at such time and upon such terms as may be agreed upon by the Holder of such Allowed Administrative Claim and the Debtors
 or the Reorganized Debtors, as applicable (in each case, with the reasonable consent of the Required Consenting First Lien Lenders);
 or (iv) at such time and upon such terms as set forth in a Final Order of the Bankruptcy Court.

  

 3

  

  
 Requests
 for payment of Administrative Claims need not be filed on the docket of the Chapter 11 Cases
 for Administrative Claims that (i) relate to post-petition ordinary course operations
 (ii) previously have been Allowed by Final Order of the Bankruptcy Court or pursuant
 to Section 2.1 of the Plan, or (iii) the (Reorganized) Debtors (with the
 reasonable consent of the Required Consenting First Lien Lenders) have otherwise agreed in
 writing (email being sufficient) do not require such a filing.

  

 The Reorganized
 Debtors may settle Administrative Claims in the ordinary course of business without further Bankruptcy Court approval. The Debtors
 or the Reorganized Debtors, as applicable, may also choose to object to any Administrative Claim no later than ninety (90) days after
 the Plan Effective Date, subject to extensions by the Bankruptcy Court, agreement in writing of the parties, or on motion of a party
 in interest approved by the Bankruptcy Court. Unless the Debtors or the Reorganized Debtors (or other party with standing) objects
 to a timely-filed and properly served Administrative Claim, such Administrative Claim shall be deemed Allowed in the amount requested.
 In the event that the Debtors or the Reorganized Debtors (or other party with standing) objects to an Administrative Claim, the parties
 may confer to try to reach a settlement and, failing that, the Bankruptcy Court shall determine whether such Administrative Claim
 should be allowed and, if so, in what amount.

 Priority
 Tax Claims
 Except
 to the extent that a Holder of an Allowed Priority Tax Claim (to the extent unpaid) agrees to a less favorable treatment, in full
 and final satisfaction, settlement, release, and discharge of and in exchange for such Allowed Priority Tax Claim, each Holder of
 such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy
 Code.  To the extent any Allowed Priority Tax Claim is not due and owing on or before the Plan Effective Date, such Claim
 shall be paid on or before the later of (i) in accordance with the terms of any agreement between the Debtors or the Reorganized
 Debtors and the Holder of such Allowed Priority Tax Claim, (ii) when such Allowed Priority Tax Claim becomes due and payable
 under applicable non-bankruptcy Law, or (iii) in the ordinary course of business.  On the Plan Effective Date, any
 Liens securing any Allowed Priority Tax Claims shall be deemed released, terminated, and extinguished, in each case without further
 notice to or order of the Bankruptcy Court, act, or action under applicable law, regulation, order or rule, or the vote, consent,
 authorization, or approval of any Entity.  The Reorganized Debtors shall have the right to pay any Allowed Priority Tax
 Claim or any remaining balances of an Allowed Priority Tax Claim (together with accrued but unpaid interest) in full at any time
 on or after the Plan Effective Date without premium or penalty.

 Professional
 Fee Claims
 All
 final requests for payment of Professional Fee Claims for services rendered and reimbursement of expenses must be filed no later
 than the first Business Day that is sixty (60) days after the Plan Effective Date. After notice and a hearing in accordance
 with applicable Law, including any procedures established by the Bankruptcy Code and prior Bankruptcy Court orders, the Allowed amounts
 of such Professional Fee Claims shall be determined by the Bankruptcy Court.

  

 4

  

 On or before
 the Plan Effective Date, the Reorganized Debtors shall establish (if not already established) and fund the Professional Fee Escrow
 Account with Cash equal to the Professional Fee Reserve Amount. Subject to the last sentence of Section 2.3(b)  of
 the Plan, the Professional Fee Escrow Account shall be maintained in trust solely for the benefit of the Retained Professionals,
 and such funds shall not be considered property of the Debtors’ Estates, the Debtors, or the Reorganized Debtors. Subject to
 the last sentence of Section 2.3(b)  of the Plan, no Liens, Claims, or Interests shall encumber the Professional
 Fee Escrow Account in any way; provided that Liens granted pursuant to the DIP Facility Documents and Exit Financing Documents,
 as applicable, shall encumber amounts in the Professional Fee Escrow Account constituting the Residual Fee Escrow Interest. The Reorganized
 Debtors shall be obligated to pay Allowed Professional Fee Claims in excess of the Professional Fee Reserve Amount. The amount of
 Professional Fee Claims owing to the Retained Professionals shall be paid in Cash to such Retained Professionals from funds held
 in the Professional Fee Escrow Account when such Professional Fee Claims are Allowed by a Final Order of the Bankruptcy Court; provided
 that in the event the Professional Fee Reserve Amount is insufficient to satisfy the Professional Fee Claims, the Reorganized Debtors
 shall be required to satisfy the Allowed amounts of the remainder of any outstanding Professional Fee Claims. When all such Allowed
 amounts owing to Retained Professionals have been paid in full, any remaining amount in the Professional Fee Escrow Account (the
 “ Residual Fee Escrow Interest ”) shall promptly revert to the Reorganized Debtors without any further action
 or order of the Bankruptcy Court or any other Entity. For the avoidance of doubt, the Debtors’ and Reorganized Debtors’
 obligations with respect to Professional Fee Claims shall not be limited nor deemed limited in any way to the balance of funds held
 in the Professional Fee Escrow.

  

 The Retained
 Professionals shall reasonably estimate in good faith their accrued Professional Fee Claims prior to and as of the Plan Effective
 Date and shall deliver such estimate to the Debtors no later than three (3) Business Days before the anticipated Plan Effective
 Date; provided that such estimate shall not be considered an admission or limitation with respect to the fees and expenses
 of such Retained Professional. If a Retained Professional does not provide such estimate, the Reorganized Debtors may estimate the
 unbilled fees and expenses of such Retained Professional; provided that such estimate shall not be considered an admission
 or limitation with respect to the fees and expenses of such Retained Professional. The total amount estimated as of the Plan Effective
 Date shall consist of the Professional Fee Reserve Amount; provided that the Reorganized Debtors shall use Cash on hand to
 increase the amount held in the Professional Fee Escrow Account to the extent fee applications are filed after the Plan Effective
 Date in excess of the amount held in the Professional Fee Escrow Account based on such estimates.

  

 From and after
 the Confirmation Date, but prior to the Plan Effective Date, any requirement that Retained Professionals comply with sections 327
 through 331, 363, and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall
 terminate, and the Debtors or Reorganized Debtors (as applicable) may employ and pay any Retained Professional in the ordinary course
 of business without any further notice to or action, order, or approval of the Bankruptcy Court. On and after the Plan Effective
 Date, the Reorganized Debtors shall pay in Cash the reasonable and documented legal, professional, or other fees and expenses incurred
 by the Debtors or the Reorganized Debtors (as applicable) after the Confirmation Date but prior to the Plan Effective Date in the
 ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, except as otherwise
 specifically provided in the Plan. The Reorganized Debtors shall pay, within ten (10) Business Days after submission of a detailed
 invoice to the Reorganized Debtors, such reasonable Claims for compensation or reimbursement of expenses incurred by the Retained
 Professionals of the Debtors after the Confirmation Date but prior to the Plan Effective Date. If the Debtors or Reorganized Debtors
 (as applicable) dispute the reasonableness of any such invoice, the Debtors or Reorganized Debtors (as applicable) or the affected
 professional may submit such dispute to the Bankruptcy Court for a determination of the reasonableness of any such invoice, and the
 disputed portion of such invoice shall not be paid until the dispute is resolved.

  

 5

  

 DIP
 Claims
 The
 DIP Claims shall be Allowed Claims in the full amount outstanding under the DIP Credit Agreement
 as of the Plan Effective Date, including principal, interest, fees, premiums, costs, other
 charges, and expenses, and all other obligations related to the DIP Facility arising under
 the DIP Credit Agreement, including, for the avoidance of doubt, the Exit Premium and Upfront
 Premium.

  

 Notwithstanding
 anything to the contrary herein, except to the extent that a Holder of an Allowed DIP Claim agrees to less favorable treatment, on
 the Plan Effective Date, the Holders of all Allowed DIP Claims, in full and final satisfaction, settlement, release, and discharge
 of and in exchange for all such DIP Claims, shall receive either Cash or Exit Term Loans issued under the Exit Term Loan Facility
 in an aggregate outstanding principal amount equal to the principal amount of the DIP Loans outstanding under the DIP Facility Documents
 on the Plan Effective Date (including (A) the amount of the Upfront Premium paid in-kind in the form of DIP Loans upon the closing
 of the DIP Facility, (B) the amount of the Exit Premium (to be paid in accordance with the DIP Credit Agreement), and (C) accrued
 and unpaid interest as of the Plan Effective Date, but excluding (y) Transaction Expenses and fees and expenses payable to the
 DIP Agent under the DIP Facility Documents, including fees and expenses of counsel, and (z) indemnification obligations solely
 to the extent due and payable in Cash, which amounts in the foregoing clauses (y) through (z), for the avoidance of doubt, shall
 be paid in full in Cash on the Plan Effective Date), which Exit Term Loans shall be funded on a cashless basis by rolling over such
 amounts outstanding under the DIP Facility Documents.

 Transaction
 Expenses and DIP Facility Expenses
 The
 Transaction Expenses, fees and expenses payable to the Prepetition Agent under the Prepetition
 First Lien Credit Agreement, and the fees and expenses payable to the DIP Agent under the
 DIP Facility Documents, in each case, including fees and expenses of counsel, incurred (or
 estimated to be incurred) up to and including the Plan Effective Date shall be paid in full
 in Cash on the Plan Effective Date (to the extent not previously paid prior to the Plan Effective
 Date) without any requirement to file a fee application with the Bankruptcy Court, and without
 any requirement for Bankruptcy Court review or approval. All Transaction Expenses, and fees
 and expenses payable to the Prepetition Agent, the DIP Agent, and the Trustee, in each case
 including fees and expenses of counsel, to be paid on the Plan Effective Date shall be estimated
 prior to and as of the Plan Effective Date and such estimates shall be delivered to the Debtors
 at least one (1) Business Day before the anticipated Plan Effective Date (or such other
 period as the Debtors and the Required Consenting First Lien Lenders may reasonably agree);  provided ,
 that such estimate shall not limit any party’s entitlement to be paid or repaid its
 Transaction Expenses or fees and expenses payable to the Prepetition Agent, the DIP Agent,
 or the Trustee, including fees and expenses of counsel. In addition, following the Plan Effective
 Date, the applicable Reorganized Debtors shall continue to pay in Cash all Transaction Expenses,
 whether incurred before, on, or after the Plan Effective Date without any requirement for
 notice or Bankruptcy Court review or approval.

  

 6

  

  
 Notwithstanding
 anything to the contrary contained herein, any unpaid Claim payable on account of the Transaction Expenses that the (Reorganized)
 Debtors are obligated to pay hereunder or under any of the DIP Facility Documents and for which the (Reorganized) Debtors have received
 an invoice, shall constitute an Allowed Administrative Claim and shall be paid on a current basis in full in Cash on the Effective
 Date or as reasonably practicable thereafter, or to the extent accrued after the Effective Date, on a current basis in full in Cash
 as invoiced. Nothing herein shall require the DIP Lenders, DIP Agent, or the Consenting Stakeholders to file applications or Proofs
 of Claim, or otherwise seek approval of the Bankruptcy Court as a condition to payment of such Allowed Administrative Claims.

 Bankruptcy
 Fees
 Following
 the Effective Date, the Reorganized Debtors shall pay the Bankruptcy Fees for each open Chapter 11 Case for each quarter (including
 any fraction thereof) until the first to occur of the Chapter 11 Cases being converted, dismissed, or closed.

  

 2.2 Treatment
 of Classified Claims and Interests

  

 The
Plan establishes a comprehensive classification of Claims and Interests. The table below summarizes the classification, treatment, voting
rights, and estimated recoveries of the Claims and Interests, by Class, under the Plan. Amounts in the rightmost column under the heading
 “Projected Plan Recovery” are estimates only and are based on certain assumptions described herein and set forth in greater
detail in the Liquidation Analysis (as defined below) attached hereto as Exhibit C . Accordingly, recoveries actually
received by Holders of Claims and Interests in a liquidation scenario may differ materially from the projected recoveries listed in the
table below.

  

 Class
 Claims
 and

 Interests
 Treatment
 Status
 Voting

 Right
 Projected

 Plan

 Recovery

 1
 Other
 Priority Claims
 Except
 to the extent that the Debtors and a Holder of an Allowed Other Priority Claim agree to a less favorable treatment, or to the extent
 already paid or otherwise satisfied, each Allowed Other Priority Claim shall be Reinstated or each Holder of an Allowed Other Priority
 Claim shall receive  on the Plan Effective Date or as soon as reasonably practicable thereafter,  in full and
 final satisfaction, settlement, release, and discharge of, and in exchange for such Holder’s Allowed Other Priority Claim,  at
 the option of the (Reorganized) Debtors (with the reasonable consent of the Required Consenting First Lien Lenders), (A) payment
 in full in Cash on the later of the Plan Effective Date and the date that is 30 Business Days after the date on which such Other
 Priority Claim becomes an Allowed Claim in the ordinary course of business in accordance with the terms and conditions of the particular
 transaction giving rise to such Claim, in each case, or as soon as reasonably practicable thereafter, (B) such other treatment
 rendering its Allowed Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code, or (C) other treatment in a manner
 consistent with section 1129(a)(9) of the Bankruptcy Code.
 Unimpaired
 No
 (conclusively presumed to accept)
 100%

  

 7

  

 2
 Other
 Secured Claims
 Except
 to the extent that the Debtors and a Holder of an Allowed Other Secured Claim agree to a less favorable treatment, or to the extent
 already paid or otherwise satisfied, each Allowed Other Secured Claim shall be Reinstated or each Holder of an Allowed Other Secured
 Claim shall receive on the Plan Effective Date or as soon as reasonably practicable thereafter, in full and final satisfaction, settlement,
 release, and discharge of, and in exchange for such Holder’s Allowed Other Secured Claim, at the option of the (Reorganized)
 Debtors (with the reasonable consent of the Required Consenting First Lien Lenders), (A) payment in full in Cash of such Allowed
 Claim, payable on the later of the Plan Effective Date and the date that is 30 Business Days after the date on which such Claim becomes
 an Allowed Claim in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving
 rise to such Claim, in each case, or as soon as reasonably practicable thereafter, or (B) such other treatment so as to render
 such Allowed Claim Unimpaired pursuant to section 1124 of the Bankruptcy Code.
 Unimpaired
 No
 (conclusively presumed to accept)
 100%

 3
 Prepetition
 First Lien Claims
 Except
 to the extent that the Debtors and a Holder of an Allowed Prepetition First Lien Claim agree
 to a less favorable treatment, or to the extent already paid or otherwise satisfied, each
 Holder of an Allowed Prepetition First Lien Claim shall receive on the Plan Effective Date
 or as soon as reasonably practicable thereafter, in full and final satisfaction, settlement,
 release, and discharge of, and in exchange for such Holder’s Allowed Prepetition First
 Lien Claim its Pro Rata share of:

  

 (a)    93%
 of the New Equity Interests, on a fully diluted basis, subject to dilution on account of the New Warrants and the Management Incentive
 Plan; and

  

 (b)   The
 Remaining Exit Term Loans

 Impaired
 Yes
  

 4
 DOJ
 Claims
 Except
 to the extent that the Debtors and a Holder of an Allowed DOJ Claim agrees to a less favorable treatment, all DOJ Claims shall be
 Reinstated.
 Unimpaired
 No

 (conclusively
 presumed to accept)

  

  

 8

  

 5
 Prepetition
 PIK Notes Claims
 Except
 to the extent that the Debtors and a Holder of an Allowed Prepetition PIK Notes Claim agree to a less favorable treatment,  or
 to the extent already paid or otherwise satisfied, each Holder of an Allowed Prepetition PIK Notes Claim shall receive  on
 the Plan Effective Date or as soon as reasonably practicable thereafter, in full and final satisfaction, settlement, release, and
 discharge of, and in exchange for such Holder’s Allowed PIK Notes Claim its Pro Rata share of 21% of the Notes Recovery.
 Impaired
 Yes
  

 6
 Prepetition
 Unsecured Convertible Notes Claims
 Except
 to the extent that the Debtors and a Holder of an Allowed Prepetition Unsecured Convertible Notes Claim agree to a less favorable
 treatment,  or to the extent already paid or otherwise satisfied, each Holder of an Allowed Prepetition Unsecured Convertible
 Notes Claim shall receive  on the Plan Effective Date or as soon as reasonably practicable thereafter, in full and final
 satisfaction, settlement, release, and discharge of, and in exchange for such Holder’s Allowed Prepetition Unsecured Convertible
 Notes Claim, its Pro Rata share of 79% of the Notes Recovery.
 Impaired
 Yes
  

 7
 General
 Unsecured Claims
 Except
 to the extent that the Debtors and a Holder of an Allowed General Unsecured Claim agree to a less favorable treatment, or to the
 extent already paid or otherwise satisfied, each General Unsecured Claim shall be Reinstated on the Plan Effective Date, or each
 Holder of an Allowed General Unsecured Claim shall receive on the Plan Effective Date, in full and final satisfaction, settlement,
 release, and discharge of, and in exchange for such Holder’s Allowed General Unsecured Claim  at the option of the
 (Reorganized) Debtors (with the reasonable consent of the Required Consenting First Lien Lenders) such other treatment so as to render
 such Allowed Claim Unimpaired pursuant to section 1124 of the Bankruptcy Code.  On and after the Plan Effective Date, the
 Reorganized Debtors shall continue to pay each Holder of a General Unsecured Claim in the ordinary course of business, subject to
 the Reorganized Debtors’ right to dispute such Claim in the ordinary course of business.
 Unimpaired

 No
 (conclusively presumed to accept)
 100%

  

 9

  

 8
 Intercompany
 Claims
 On
 the Plan Effective Date, each Allowed Intercompany Claim shall be Reinstated (including, as amended), distributed, contributed, set
 off, settled, cancelled and released, or otherwise addressed at the election of the (Reorganized) Debtors, with the consent of the
 Required Consenting First Lien Lenders.
 Unimpaired
 / Impaired
 No
 (conclusively presumed to accept or deemed to not accept)
 100%
 / 0%

 9
 Intercompany
 Interests
 On
 the Plan Effective Date, each Intercompany Interest shall be Reinstated (including, as amended), distributed, contributed, set off,
 settled, cancelled and released, or otherwise addressed at the election of the Reorganized Debtors, with the consent of the Required
 Consenting First Lien Lenders.
 Unimpaired
 / Impaired
 No
 (conclusively presumed to accept or deemed to not accept)
 100%
 / 0%

 10
 Section 510(b) Claims
 On
 the Plan Effective Date, all Section 510(b) Claims shall be discharged and released, and each Holder of a Section 510(b) Claim
 shall not receive or retain any distribution, property, or other value on account of its Section 510(b) Claim.
 Impaired
 No

 (deemed to reject)

 0%

 11

 Existing
 Equity Interests
 On
 the Plan Effective Date, and without the need for any further corporate or limited liability company action or approval of any board
 of directors, board of managers, members, shareholders, or officers of any (Reorganized) Debtor, as applicable, all Existing Equity
 Interests shall be cancelled, released, extinguished, or otherwise eliminated without any distribution, and will be of no further
 force or effect, and each Holder of an Existing Equity Interest shall not receive or retain any distribution, property, or other
 value on account of such Existing Equity Interest.
 Impaired
 No

 (deemed to reject)

 0%

  

 2.3 Special
 Provision Governing Unimpaired Claims

  

 Except
as otherwise provided in the Plan, the DIP Orders, or the DIP Facility Documents, nothing under the Plan shall affect the Debtors’
or the Reorganized Debtors’ rights in respect of any Unimpaired Claim, including, but not limited to, all rights in respect of
legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claim.

  

 2.4 Compromise
 or Settlement of Controversies

  

 Other
than as specifically set forth in the Plan, the Plan shall be deemed a motion to approve the good-faith compromise and settlement of
all Claims, Interests, Causes of Action, and controversies, pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation
Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under Bankruptcy Rule 9019, as well
as a finding by the Bankruptcy Court that such settlement and compromise is fair, equitable, reasonable, and in the best interests of
the Debtors and their Estates. Subject to Article VI of the Plan, all distributions made to Holders of Allowed Claims and
Allowed Interests (as applicable) in any Class are intended to be and shall be final.

  

 10

  

 Pursuant
to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classifications, distributions, releases,
and other benefits provided under the Plan, upon the Plan Effective Date, the provisions of the Plan shall constitute a good faith compromise
and settlement of all Claims, Interests, Causes of Action, and controversies resolved under the Plan, and the entry of the Confirmation
Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under Bankruptcy Rule 9019.

  

 2.5 Sources
 of Consideration for Plan Distribution

  

 The
Debtors shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations; (2) the proceeds of
the Exit Term Loan Facility; (3) the proceeds of the Exit RCF; (4) the New Equity Interests; and (5) the New Warrants.
Cash payments to be made pursuant to the Plan will be made by the Debtors or the Reorganized Debtors. The Reorganized Debtors shall be
entitled to transfer funds between and among their affiliates as they determine to be necessary or appropriate to enable the Reorganized
Debtors to satisfy their obligations under the Plan. Except as set forth in the Plan, any changes in intercompany account balances resulting
from such transfers shall be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement
practices and shall not violate the terms of the Plan.

  

 From
and after the Plan Effective Date, subject to any applicable limitations set forth in any post-Plan Effective Date agreement (including,
without limitation, the Exit Financing Documents, the New Organizational Documents, and the New Warrant Documents), the Company shall
have the right and authority without further order of the Bankruptcy Court to raise additional capital and obtain additional financing
as the New Boards (or other applicable governing body) deems appropriate.

  

 2.6 Restructuring
 Transactions

  

 Following
the Confirmation Date and subject to any applicable limitations set forth in any post-Plan Effective Date agreements, the Company may
take all actions as may be reasonably necessary or appropriate to effect any transaction described in, approved by, contemplated by,
or necessary to effectuate the Plan, in each case, as contemplated by, subject to the consent rights under, and in accordance with, the
Restructuring Support Agreement and the DIP Facility Documents (the “ Restructuring Transactions ”), including
but not limited to: (a) the execution and delivery of appropriate agreements or other documents of reorganization containing terms
that are consistent with the terms of the Plan and that satisfy the requirements of applicable Law; (b) the execution and delivery
of appropriate instruments of transfer, assignment, assumption, or delegation of any property, right, liability, duty, or obligation
on terms consistent with the terms of the Plan; (c) the filing of appropriate certificates of conversion, formation or incorporation
or consolidation with the appropriate governmental authorities pursuant to applicable Law; (d) the execution, delivery, and filing,
if applicable, of the Exit Financing Documents, the New Warrant Documents, and the New Organizational Documents; (e) such other
transactions that are required to effectuate the Restructuring Transactions including any mergers, consolidations, restructurings, conversions,
dispositions, transfers, formations, organizations, dissolutions, or liquidations; and (f) all other actions that the Reorganized
Debtors reasonably determine are necessary or appropriate. For the purposes of effectuating the Plan, none of the Restructuring Transactions
(including Section 4.5 of the Plan) contemplated in the Plan shall constitute a change of control under any agreement, contract,
or document of the Debtors.

  

 11

  

 2.7 Continued
 Corporate Existence

  

 Except
as otherwise provided in the Plan or any Restructuring Transactions Memorandum, or as otherwise may be agreed between the Debtors and
the Required Consenting First Lien Lenders, each Debtor, as a Reorganized Debtor, shall continue to exist on and after the Plan Effective
Date as a separate legal Entity with all of the powers available to such legal Entity under applicable Law and pursuant to the New Organizational
Documents, without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) in accordance with such
applicable Law. On or after the Plan Effective Date, without prejudice to the rights of any party to a contract or other agreement with
a Reorganized Debtor, each Reorganized Debtor may, without the need for approval of the Bankruptcy Court and free of any restrictions
of the Bankruptcy Code or Bankruptcy Rules, take such action as permitted by applicable Law, and such Reorganized Debtor’s organizational
documents, as such Reorganized Debtor may determine is reasonable and appropriate, including, without limitation, causing: (a) the
Reorganized Debtor to be merged into another Debtor or one or more of its Affiliates; (b) the Reorganized Debtor to be dissolved;
(c) the conversion of the Reorganized Debtor from one entity type to another entity type; (d) the legal name of the Reorganized
Debtor to be changed; (e) the closure of the Reorganized Debtor’s Chapter 11 Case on the Plan Effective Date or any time thereafter;
or (f) the reincorporation of the Reorganized Debtor under the Law of a jurisdiction other than the Law under which the Debtor is
currently incorporated.

  

 2.8 Private
 Company

  

 The
Reorganized Parent (a) shall emerge from the Chapter 11 Cases on the Plan Effective Date as a private company and the New Equity
Interests shall not be listed on a public stock exchange, (b) subject to the provisions of this paragraph, shall not be a public
reporting company pursuant to the Exchange Act and the rules and regulations promulgated thereunder, nor shall it be voluntarily
subjected to any reporting requirements promulgated by the SEC, and (c) shall not be required to list the New Equity Interests
on a U.S. or any foreign stock exchange. To the extent the following actions have not been completed on or prior to the Plan Effective
Date, the Reorganized Parent shall (i) take all actions reasonably necessary or desirable to delist the Existing Equity Interests
from The Nasdaq Capital Market and to deregister under the Exchange Act as promptly as practicable in compliance with SEC rules, (ii) file
post-effective amendments to terminate all of the Company’s and Reorganized Parent’s effective registration statements under
the Securities Act and deregister any and all unsold securities thereunder, (iii) file a Form 15 to terminate the Debtors’
registration under the Exchange Act and to suspend the Debtors’ reporting obligations under the Exchange Act with respect to the
Existing Equity Interests, and (iv) take all actions reasonably necessary or desirable to ensure that the Reorganized Debtors shall
not be required to list the New Equity Interests on a recognized securities exchange, except, in each case, as otherwise may be required
pursuant to the New Organizational Documents, as applicable, and that the Reorganized Debtors shall not be subjected to any reporting
requirements promulgated by the SEC.

   

 12

  

 2.9 Corporate
 Action

  

 On
the Plan Effective Date, all actions contemplated by the Plan and the Restructuring Transactions shall be deemed authorized and approved
in all respects, including: (i) the selection of the managers or directors, as applicable, and officers of the Reorganized Debtors;
(ii) the issuance of the New Equity Interests and the New Warrants under the Plan; (iii) the execution and entry into the Exit
Financing Documents (and any related fees in connection therewith), the New Warrant Documents, and the New Organizational Documents;
(iv) the formation or dissolution (if any) of any Entities pursuant to, and the implementation of the Restructuring Transactions
and performance of all actions and transactions contemplated by the Plan, including the Restructuring Transactions Memorandum; and (v) all
other actions contemplated by the Plan or Restructuring Transactions (whether to occur before, on, or after the Plan Effective Date),
and all such actions taken or caused to be taken shall be deemed to have been authorized and approved by the Bankruptcy Court. All matters
provided for in the Plan involving the corporate structure of the Debtors or the Reorganized Debtors and any corporate action required
by the Debtors or the Reorganized Debtors in connection with the Plan shall be deemed to have timely occurred and shall be in effect
and shall be authorized and approved in all respects, without any requirement of further action by the security holders, directors, or
officers of the Debtors, Reorganized Debtors, or otherwise.

  

 On
or before the Plan Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors, as applicable, shall be authorized
and, as applicable, directed, to issue, execute, and deliver the agreements, documents, securities, certificates of conversion, certificates
of formation, certificates of incorporation, operating agreements, and instruments contemplated by the Plan (or necessary or desirable
to effect the transactions contemplated by the Plan) in the name of and on behalf of the Reorganized Debtors, including the New Organizational
Documents, the Exit Financing Documents, the New Warrant Documents, and any and all agreements, documents, securities, and instruments
relating to the foregoing.

  

 The authorizations and approvals
contemplated by Section 4.6 of the Plan shall be effective notwithstanding any requirements under non-bankruptcy Law.

 2.10 Vesting
 of Assets

  

 Except
as otherwise provided in (i) the Plan, (ii) the Confirmation Order, (iii) with respect to the Liens securing the DIP Facility,
which Liens shall be retained by the DIP Agent to secure the Exit Term Loan Facility, the Exit RCF, and any remaining obligations under
the DIP Facility, (iv) any Restructuring Transactions Memorandum, or (v) any agreement, instrument, or other document incorporated
in, or entered into in connection with or pursuant to the Plan or the Plan Supplement, on the Plan Effective Date, all property of the
Estates of the Debtors, including all Claims, Intercompany Interests, rights, and Causes of Action, and any property acquired by
the Debtors under or in connection with the Plan, shall vest in the Reorganized Debtors free and clear of all Claims, Liens, charges,
other encumbrances, and interests. Subject to the terms of the Plan, on and after the Plan Effective Date, the Reorganized Debtors may
operate their businesses and may use, acquire, and dispose of property and prosecute, compromise, or settle any Claims (including any
Administrative Claims) and Causes of Action without supervision of or approval by the Bankruptcy Court and free and clear of any restrictions
of the Bankruptcy Code or the Bankruptcy Rules.

  

 13

  

 On
the Plan Effective Date, all documents, books, and records of the Debtors shall be deemed transferred and assigned to the Reorganized
Debtors, and such transfer or assignment shall not result in the destruction or waiver of any attorney-client privilege, work-product
protection, joint defense or common interest privilege, or other privilege or protection of immunity (i) held by any or all of the
Debtors or their Estates, (ii) held by the board of directors (or similar body) or any subcommittee of the board of directors (or
similar body) of any of the Debtors, or (iii) attaching to any document, communication, or thing (regardless of media); each such
privilege shall be transferred to and vest exclusively in the Reorganized Debtors. For the avoidance of doubt, any communications prior
to the Plan Effective Date between the Debtors, the DIP Agent, the Prepetition Agent, the Trustees, the Consenting Stakeholders, and
their respective Related Parties shall be protected by common interest privilege.

  

 2.11 Indemnification
 Provisions in Organizational Documents

  

 Any D&O Liability Insurance
Policies (including, without limitation, any “tail policy” and all agreements, documents, or instruments related thereto)
pursuant to which any of the Debtors’ current or former directors, officers, managers, or other employees are insured shall remain
in force through the expiration of any such Insurance Policy (or “tail policy,” as applicable). The Company shall not terminate
or otherwise reduce the “side-A” coverage under any D&O Liability Insurance Policies in effect immediately prior to the
Plan Effective Date. Any directors and officers of the Company who served in such capacity at any time before or after the Plan Effective
Date shall be entitled, subject to and in accordance with the terms and conditions of such policy in all respects, to the full benefits
of any such policy for the full term of such policy regardless of whether such directors or officers remain “insureds” after
the Plan Effective Date. Notwithstanding anything in the Plan to the contrary, the Company shall retain the ability to supplement such
D&O Liability Insurance Policies as the Company reasonably deems necessary, including by purchasing any tail coverage (including a
tail policy).

 On
or before the Plan Effective Date, to the extent not already obtained, the Debtors shall obtain a new D&O Liability Insurance Policy
and a “tail policy” for the existing D&O Liability Insurance Policy for the benefit of the Debtors’ current and
former directors, officers, managers, or other employees on terms no less favorable than the Debtors’ existing director, officer,
manager, and employee coverage and with an available aggregate limit of liability upon the Plan Effective Date of no less than the aggregate
limit of liability under the existing director, officer, manager, and employee coverage upon placement, at the expense of the Debtors
or the Reorganized Debtors, as applicable. Alternatively, if the D&O Liability Insurance Policy has not expired, the Debtors shall
assume (and assign to the Reorganized Debtors if necessary), pursuant to section 365(a) of the Bankruptcy Code, pursuant to the
terms of the Plan and Confirmation Order, the D&O Liability Insurance Policy.

  

 14

  

 All
Indemnification Obligations (and provisions) currently in place (whether in the by-laws, certificates of incorporation, articles of limited
partnership, limited liability company agreements, deeds of indemnity, board resolutions, management agreements or employment or indemnification
contracts, or otherwise) for the current and former directors, officers, employees, attorneys, other professionals, and agents of the
Debtors and such current and former directors’ and officers’ respective affiliates shall be assumed by the Debtors pursuant
to the provisions in Article V of the Plan, to the extent assumable, and shall remain irrevocable obligations of the Reorganized
Debtors, in each case, in the form set forth therein immediately prior to the Plan Effective Date, irrespective of when such obligation
arose. On and after the Plan Effective Date, the New Organizational Documents shall provide for indemnification, defense, reimbursement,
exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the current and former directors, officers,
employees, and agents of the Company to the fullest extent permitted by Law and at least to the same extent as the organizational documents
of each respective Company Party as of the Petition Date, and such obligations shall be irrevocable and survive the effectiveness of
the Restructuring Transactions.

  

 No
Reorganized Debtor shall amend or restate its certificate of incorporation, bylaws, or similar organizational document after the Plan
Effective Date to terminate or materially adversely affect (a) any Reorganized Debtor’s obligations referred to in Section 4.8
of the Plan or (b) the rights of such managers, directors, officers, employees, or agents referred to in Section 4.8 of the
Plan.

  

 15

  

 2.12 Cancellation
 of Existing Securities and Agreements

  

 On
the Plan Effective Date, except as otherwise specifically provided for in the Plan or the Confirmation Order, including, for the avoidance
of doubt, with respect to the Exit Financing Documents and the Liens securing the DIP Facility, which Liens shall be retained by the
DIP Agent to secure the Exit Term Loan Facility, any Exit RCF, and any remaining obligations under the DIP Facility: (i) any certificate,
share, note, bond, agreement, indenture, purchase right, option, warrant, or other instrument or document directly or indirectly evidencing
or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any Claim or Interest (except such
certificates, notes, or other instruments or documents evidencing indebtedness or obligations of the Debtors that are specifically Reinstated
or Unimpaired pursuant to the Plan (including the DOJ Claims)) shall be cancelled, terminated and of no further force or effect, without
further act or action, and the Debtors and the Reorganized Debtors shall not have any continuing obligations thereunder, except, with
respect to the Prepetition PIK Notes Indenture and the Prepetition Unsecured Convertible Notes Indenture, as necessary to (a) enforce
the rights, Claims and interests of the Trustee and any predecessor thereof vis-a-vis parties other than the Released Parties; (b) allow
the receipt of and to make distributions under the Plan in accordance with the terms of the Prepetition PIK Notes Indenture and the Prepetition
Unsecured Convertible Notes Indenture, as applicable; (c) permit the Trustee to preserve any rights of the Trustee and any predecessor
thereof as against any money or property distributable to Holders of Prepetition PIK Notes Claims or Prepetition Unsecured Convertible
Notes Claims, as applicable; (d) permit the Trustee to seek compensation and reimbursement for any function necessary to effectuate
the foregoing; (e) preserve any rights of the Trustee to payment of fees, expenses, and indemnification obligations as against any
distributions, including any rights to priority of payment and/or to exercise charging liens pursuant to the Prepetition PIK Notes Indenture
or the Prepetition Unsecured Convertible Notes Indenture, as applicable, and enforce its rights, Claims, and interests, vis-à-vis
any party other than the Debtors; and (f) allow the Trustee to appear and participate in the Chapter 11 Cases or any other proceeding
with respect to clauses (a) through (e) above, as applicable, and any other proceedings or appeals related to the Plan; and
with respect to the Prepetition First Lien Credit Agreement, as necessary to (u) enforce the rights, Claims and interests of the
Prepetition Agent and any predecessor thereof vis-a-vis parties other than the Released Parties; (v) allow the receipt of and to
make distributions under the Plan in accordance with the terms of the Prepetition First Lien Credit Agreement; (w) permit the Prepetition
Agent to preserve any rights of the Prepetition Agent and any predecessor thereof as against any money or property distributable to Holders
of Prepetition First Lien Claims; (x) permit the Prepetition Agent to seek compensation and reimbursement for any function necessary
to effectuate the foregoing; (y) preserve any rights of the Prepetition Agent to payment of fees, expenses, and indemnification
obligations as against any distributions, including any rights to priority of payment with respect to the Prepetition First Lien Lenders,
and enforce its rights, Claims, and interests, vis-à-vis any party other than the Debtors; and (z) allow the Prepetition
Agent to appear and participate in the Chapter 11 Cases or any other proceeding with respect to clauses (u) through (y) above,
as applicable, and any other proceedings or appeals related to the Plan; and (ii) the obligations of the Debtors pursuant, relating,
or pertaining to any agreements, certificates of designation, bylaws or certificate or articles of incorporation or similar documents
governing the shares, certificates, notes, bonds, purchase rights, options, warrants, or other instruments or documents evidencing or
creating any indebtedness or obligation of or ownership interest in the Debtors (except such agreements, certificates, notes, or other
instruments evidencing indebtedness or obligations of the Debtors that are specifically Reinstated or assumed pursuant to the Plan, if
any) shall be released and discharged; provided, that notwithstanding Confirmation or the occurrence of the Plan Effective Date, any
agreement that governs the rights of a Holder of a Prepetition PIK Notes Claim, a Prepetition Unsecured Convertible Notes Claim, or a
Prepetition First Lien Claim shall also continue in effect to allow the Trustee or the Prepetition Agent, as applicable, to appear and
be heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court to enforce the respective obligations
owed to such parties under the Plan. Holders of or parties to such cancelled or terminated certificates, shares, notes, bonds, agreements,
indentures, purchase rights, options, warrants, or other instruments or documents directly or indirectly evidencing or creating any indebtedness
or obligation of or ownership interest in the Debtors giving rise to any Claim or Interest shall have no rights arising from or related
thereto, or the cancellation thereof, except the rights, distributions, and treatment provided for pursuant to the Plan or the Confirmation
Order.

  

 16

  

 Notwithstanding
such cancellation and discharge, subject to the applicable provisions of the Plan (including Section 3.3(i) ) and the Confirmation
Order:

  

 (1) The
 interests of the Reorganized Debtors in their direct and indirect subsidiaries shall remain
 unaffected by the Plan, unless such other treatment is agreed in accordance with the Plan.

  

 (2) The
 DIP Facility Documents shall continue in effect solely for purposes of allowing the DIP Agent
 to (A) receive distributions from the Debtors under the Plan and to make further distributions
 to the Holders of DIP Claims on account of such DIP Claims, as set forth in Article VI
 of the Plan; (B) enforce its interests with respect to the DIP Lenders; (C) enforce
 its rights to payment of fees, premiums expenses, and indemnification obligations as against
 any money or property distributable to Holders of DIP Claims, including any rights to priority
 of payment with respect to the DIP Lenders; and (D) appear and be heard in the Bankruptcy
 Court or in any other court of competent jurisdiction to enforce any obligation owed to the
 DIP Agent or Holders of DIP Claims under the Plan.

  

 Except
for the foregoing, subject to the performance by the Trustee, the Prepetition Agent, and the DIP Agent of their respective obligations
under the Plan, the Trustee, the Prepetition Agent, and the DIP Agent and their respective agents shall be relieved of all further duties
and responsibilities related to the Prepetition PIK Notes Indenture, the Prepetition Unsecured Convertible Notes Indenture, the Prepetition
First Lien Credit Agreement, and the DIP Facility Documents, as applicable, upon the occurrence of the Plan Effective Date, and the Prepetition
PIK Notes Indenture, the Prepetition Unsecured Convertible Notes Indenture, and the Prepetition First Lien Credit Agreement shall automatically
be terminated.

  

 2.13 Cancellation
 of Certain Existing Security Interests

  

 Upon
the full payment or other satisfaction of an Allowed Other Secured Claim or Allowed DIP Claim or promptly thereafter, the Holder of such
Claims shall deliver to the Debtors or Reorganized Debtors, as applicable, any collateral or other property of the Debtors held by such
Holder, together with any termination statements, instruments of satisfaction, or releases of all security interests with respect to
its Claims that may be reasonably required to terminate any related financing statements, guaranties, mortgages, mechanics’ or
other Liens, or lis pendens , or similar interests or documents.

  

 Furthermore,
upon full payment or other satisfaction of the foregoing Claims, on or after the Plan Effective Date, the Debtors or the Reorganized
Debtors, at their expense, may, in their sole discretion, take any action necessary to terminate, cancel, extinguish, or evidence the
release of any and all guaranties, mortgages, deeds of trust, Liens, pledges, and other security interests with respect to such Claims,
including, without limitation, the preparation and filing of any and all documents necessary to terminate, satisfy, or release any guaranties,
mortgages, deeds of trust, Liens, pledges, and other security interests, including, without limitation, UCC-3 termination statements.

  

 17

  

 2.14 Approval
 of the Exit Financing Facilities and the Exit Financing Documents

  

 On
the Plan Effective Date, the Reorganized Debtors’ funded debt shall consist of the Exit Term Loan Facility and may also consist
of the Exit RCF. The Reorganized Debtors may use the Exit Term Loan Facility and any Exit RCF, for any purpose permitted by the Exit
Term Loan Facility Documents or the Exit RCF Documents (together, the “ Exit Financing Documents ”), including
the funding of obligations under the Plan and satisfaction of ongoing working capital needs.

  

 Confirmation
of the Plan shall be deemed to constitute approval of the Exit Term Loan Facility, any Exit RCF, the Exit Financing Documents (including
all transactions contemplated thereby, such as any supplementation or additional syndication of the Exit Term Loan Facility or any Exit
RCF, and all actions to be taken, undertakings to be made and obligations to be incurred by the Reorganized Debtors in connection therewith,
including the payment of all fees, indemnities, and expenses provided for therein), and, subject to the occurrence of the Plan Effective
Date, authorization for the Reorganized Debtors to enter into and perform their obligations under the Exit Financing Documents, and such
other documents as may be reasonably required or appropriate, in each case, in accordance therewith.

  

 The
Exit Financing Documents shall constitute legal, valid, binding, and authorized obligations of the Reorganized Debtors, enforceable in
accordance with their terms. The financial accommodations to be extended pursuant to the Exit Financing Documents are being extended,
and shall be deemed to have been extended, in good faith, for legitimate business purposes, are reasonable, shall not be subject to avoidance,
recharacterization, or subordination (including equitable subordination) for any purposes whatsoever, and shall not constitute preferential
transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy Law.

  

 On
the Plan Effective Date, all of the Liens and security interests granted or to be granted in accordance with the Exit Financing Documents
shall: (i) be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance
with the terms of the Exit Financing Documents; (ii) be deemed automatically, without any further action being required by the Debtors,
the Reorganized Debtors any agent under the Exit Term Loans or any Exit RCF, or any of the Exit Lenders, perfected on the Plan Effective
Date on a first-priority basis, subject only to (solely with respect to the first-priority nature of such Liens and security interests)
such Liens and security interests as may be permitted to be senior thereto under the Exit Financing Documents; (iii) not be subject
to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever and shall not constitute
preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy
Law; and (iv) shall be senior to any Liens that the DIP Claims were senior to, including the DOJ Claims. While not necessary, the
Reorganized Debtors and the Entities granting such Liens and security interests are authorized to make all filings and recordings, and
to obtain all governmental approvals and consents in connection with such Liens and security interests under the provisions of the applicable
state, provincial, federal, or other Law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation
Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order, and any such filings,
recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that
otherwise would be necessary under applicable Law to give notice of such Liens and security interests to third parties.

  

 18

  

 2.15 Issuance
 of the New Equity Interests

  

 Units
of the New Equity Interests shall be authorized under the New Organizational Documents. The New Equity Interests (other than those issued
pursuant to the Management Incentive Plan, which shall be issued as contemplated thereby and in accordance therewith) shall be issued
on the Plan Effective Date and distributed as soon as practicable thereafter in accordance with the Plan, including to Holders of Allowed
Prepetition First Lien Claims, Allowed Prepetition PIK Notes Claims, and Allowed Prepetition Unsecured Convertible Notes Claims, as applicable,
pursuant to Article III of the Plan. All New Equity Interests issuable in accordance with the Plan, when so issued, shall be duly
authorized, validly issued, fully paid, and non-assessable. The issuance of the New Equity Interests will be authorized without the need
for any further corporate action and without any further action by any Holder of a Claim or Interest. All Holders of New Equity Interests,
however issued, shall be deemed to be a party to, and bound by, the applicable New Organizational Documents, in accordance with their
terms, without the requirement to execute a signature page thereto.

  

 All
Existing Equity Interests outstanding prior to the Plan Effective Date (including all rights exchangeable or exercisable for shares of
Existing Equity Interests) shall be extinguished upon the Plan Effective Date, and Holders thereof shall not receive any payment or property
on account of any such Existing Equity Interests.

  

 2.16 Issuance
 of New Warrants

  

 The
New Warrants shall be authorized under the New Warrant Documents. The New Warrants shall be issued on the Plan Effective Date and distributed
as soon as practicable thereafter in accordance with the Plan to Holders of Allowed Prepetition PIK Notes Claims and Allowed Prepetition
Unsecured Convertible Notes Claims as a component of the Notes Recovery, pursuant to Article III of the Plan. All New Warrants issuable
in accordance with the Plan, when so issued, shall be duly authorized and validly issued, and any New Equity Interests issuable upon
the exercise of the New Warrants shall, when issued, be duly authorized, validly issued, fully paid, and non-assessable. The issuance
of the New Warrants (and the issuance of New Equity Interests upon the exercise thereof in accordance with the terms of the New Warrant
Documents) will be authorized without the need for any further corporate action and without any further action by any Holder of a Claim
or Interest. All Holders of New Warrants shall be deemed to be a party to, and bound by, the applicable New Warrant Documents, in accordance
with their terms, without the requirement to execute a signature page thereto.

  

 2.17 Exemption
 from Registration Requirements

  

 The
issuance, and distribution of the New Equity Interests and the New Warrants (including any New Equity Interests issuable upon the exercise
of the New Warrants) pursuant to the terms of the Plan, shall be exempt from registration under the Securities Act, or any state or local
law requiring registration for the offer and sale of a security, in reliance upon the exemption provided in section 1145(a) of the
Bankruptcy Code to the maximum extent permitted by law, or, if section 1145(a) of the Bankruptcy Code is not available, then the
New Equity Interests and the New Warrants (including any New Equity Interests issuable upon the exercise of the New Warrants) will be
offered, issued, and distributed under the Plan pursuant to other applicable exemptions from registration under the Securities Act and
any other applicable securities laws.

  

 19

  

 Any
New Equity Interests or New Warrants (including any New Equity Interests issuable upon the exercise of the New Warrants) issued to an
entity that is an “underwriter” with respect to such securities, as that term is defined in section 1145(b) of the Bankruptcy
Code (collectively, the “ Private Securities ”), shall be issued in reliance upon Section 4(a)(2) of
the Securities Act and/or Regulation D promulgated thereunder and on equivalent state law registration exemptions or, solely to the extent
such exemptions are not available, other available exemptions from registration under the Securities Act. All of the New Equity Interests
and New Warrants (including any New Equity Interests issuable upon the exercise of the New Warrants) issuable under the Plan other than
the Private Securities (collectively, the “ 1145 Securities ”) shall be exempt, without further act or actions
by any Entity, from registration under the Securities Act and any other applicable securities laws pursuant to section 1145 of the Bankruptcy
Code or pursuant to other applicable exemptions from registration under the Securities Act and any other applicable securities Laws.

  

 Subject
to the transfer provisions, if any, and other applicable provisions of the New Organizational Documents and the New Warrant Documents,
the New Equity Interests and New Warrants comprising 1145 Securities may be resold without registration under the Securities Act or other
federal securities Laws pursuant to the exemption provided by section 4(a)(1) of the Securities Act, unless the holder (i) is
an “underwriter” with respect to such securities, as that term is defined in section 1145(b) of the Bankruptcy Code,
(ii) is an “affiliate” of the Reorganized Debtors (as defined in Rule 144(a)(1) in the Securities Act), or
(iii) has been such an “affiliate” within ninety (90) days of such transfer.

  

 The
Private Securities will be considered “restricted securities” and may not be transferred except pursuant to an effective
registration statement or under an available exemption from the registration requirements of the Securities Act, subject to, in each
case, the transfer provisions, if any, and other applicable provisions set forth in the New Warrant Documents and the New Organizational
Documents.

  

 Neither
the Debtors, the Reorganized Debtors, nor any other Entity shall be required to provide any further evidence other than the Plan or the
Confirmation Order with respect to the treatment of the New Equity Interests or the New Warrants under applicable securities laws. DTC
and any transfer agent (as applicable) shall be required to accept and conclusively rely upon the Plan or Confirmation Order in lieu
of a legal opinion regarding whether the New Equity Interests or the New Warrants are exempt from registration and/or eligible for DTC
book-entry delivery, settlement, and depository services (to the extent applicable).

  

 Notwithstanding
anything to the contrary in the Plan, no Entity (including DTC and any transfer agent) shall be entitled to require a legal opinion regarding
the validity of any transaction contemplated by the Plan, including whether the New Equity Interests and the New Warrants are exempt
from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

  

 20

  

 2.18 Organizational
 Documents

  

 On
the Plan Effective Date, the Reorganized Debtors and, if necessary or advisable (as reasonably determined by the Company and the Required
Consenting Stakeholders), their non-Debtor subsidiaries shall enter into such agreements and amend their corporate governance documents
to the extent necessary to implement the terms and provisions of the Plan. The New Organizational Documents shall comply with section
1123(a)(6) of the Bankruptcy Code and shall provide for terms consistent with those set forth in the Restructuring Support Agreement
and otherwise in accordance with the consent rights set forth therein.

  

 2.19 Exemption
 from Certain Transfer Taxes and Recording Fees

  

 To the fullest extent permitted
by section 1146(a) of the Bankruptcy Code, any transfer from the Debtors to the Reorganized Debtors or to any Entity pursuant to, in
contemplation of, or in connection with the Plan, the Restructuring Transactions, or pursuant to: (i) the issuance, distribution, transfer,
or exchange of any debt, securities, or other interest in the Debtors or the Reorganized Debtors, including the New Equity Interests,
the New Warrants, the Exit Term Loan Facility and the Exit RCF, if any; (ii) the creation, modification, consolidation, or recording
of any mortgage, deed of trust or other security interest, or the securing of additional indebtedness by such or other means, including
the grant of collateral as security for any or all of the Exit Term Loan Facility and the Exit RCF; (iii) the making, assignment, or
recording of any lease or sublease; or (iv) the making, delivery, or recording of any deed or other instrument of transfer under, in
furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed
in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any Stamp
or Similar Tax or governmental assessment, and the appropriate state or local governmental officials or agents shall forego the collection
of any such tax or governmental assessment and shall accept for filing and recordation any of the foregoing instruments or other documents
without the payment of any such tax or governmental assessment. Unless the Bankruptcy Court orders otherwise, all sales, transfers, and
assignments of owned and leased property approved by the Bankruptcy Court on or before the Plan Effective Date shall be deemed to have
been in furtherance of, or in connection with, the Plan.

  

 2.20 Managers,
 Directors, and Officers of the Company

  

 Except
to the extent that a member of the board of directors or board of managers, or the sole manager, as applicable, of any Debtor is designated
in the Plan Supplement to serve as a director, manager, or sole manager of the Reorganized Debtors on the Plan Effective Date, the members
of the board of directors or board of managers, or the sole manager, as applicable, of any Debtor prior to the Plan Effective Date, in
their capacities as such, shall have no continuing obligations to the Reorganized Debtors on or after the Plan Effective Date, and each
such director, manager, or sole manager shall be deemed to have resigned or shall otherwise cease to be a director, manager, or sole
manager of the Reorganized Debtors on the Plan Effective Date.

  

 Each
of the directors, managers, sole managers and officers of the Company shall serve pursuant to the terms of the applicable New Organizational
Documents of the Reorganized Debtors and may be designated, replaced, or removed in accordance with such New Organizational Documents.
The size and composition of the Reorganized Debtors’ New Boards shall be determined by the Required Consenting First Lien Lenders,
in consultation with the Debtors. The members of the Reorganize Debtors’ New Boards, if known, shall be disclosed prior to the
Combined Hearing in accordance with section 1129(a)(5) of the Bankruptcy Code.

  

 21

  

 2.21 Incentive
 Plans

  

 (a)            All
Existing Equity and equity-based awards and plans (including phantom awards denominated in equity, options, and equity appreciation rights),
granted to employees, directors, or other service providers, whether or not vested, shall be cancelled as of the Plan Effective Date.

  

 (b)            The
Reorganized Parent may reserve for senior management a pool of up to 10% of the New Equity Interests, on a fully diluted basis (assuming
the New Warrants are treated as having been fully exercised), that are issued and outstanding on the Plan Effective Date for the Management
Incentive Plan, on terms to be determined by the Reorganized Parent’s New Board.

  

 2.22 Effectuating
 Documents; Further Transactions

  

 Prior
to, on, and after the Plan Effective Date, the Debtors and Reorganized Debtors and the directors, managers, officers, authorized persons,
and members of the board of directors or managers and directors thereof, are authorized to and may issue, execute, deliver, file, or
record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary
or appropriate to effectuate, implement, and further evidence the terms and provisions of the Plan, the Restructuring Support Agreement,
the Exit Financing Documents, the New Warrant Documents, any Restructuring Transactions Memorandum, the New Organizational Documents,
and any other securities issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the need for any
approvals, authorizations, actions, or consents except for those expressly required pursuant to the Plan.

  

 For
the avoidance of doubt, the Confirmation Order shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code,
authorize, among other things, all actions as may be necessary or appropriate to effectuate any transaction described in, approved by,
contemplated by, or necessary to effectuate the Plan.

  

 2.23 Employment
 Obligations

  

 Subject
to Section 2.21(a)  of this Disclosure Statement, on the Plan Effective Date, and without limiting any authority provided
to the New Boards under each Reorganized Debtor’s respective New Organizational Documents, each Reorganized Debtor shall (a) amend,
adopt, assume, or honor in the ordinary course of business any contracts, agreements, policies, programs, or plans, in accordance with
their respective terms, for, among other things, compensation, including any incentive plans, retention plans, health care benefits,
disability benefits, deferred compensation benefits, savings, severance benefits, retirement benefits, welfare benefits, workers’
compensation insurance, supplemental executive retirement plans, and accidental death and dismemberment insurance for the directors,
officers, and employees of any Company Party who served in such capacity before and after the Plan Effective Date, and (b) honor,
in the ordinary course of business, Claims of employees employed as of the Plan Effective Date for accrued vacation time arising prior
to the RSA Effective Date and not otherwise paid in the ordinary course of business or pursuant to court order. Notwithstanding the foregoing,
pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Plan Effective Date, all retiree benefits (as such term is
defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable Law. For the avoidance
of doubt, nothing herein shall impact or limit the ability of any Company Party to amend, modify, or terminate such arrangements in accordance
with their terms following the Plan Effective Date.

  

 22

  

 Notwithstanding
the foregoing, pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Plan Effective Date, all retiree benefits (as
such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable Law. For
the avoidance of doubt, nothing in the Plan shall impact or limit the ability of any Company Party to amend, modify, or terminate such
arrangements in accordance with their terms following the Plan Effective Date. For the avoidance of doubt, all equity or equity-based
awards and plans (including phantom awards denominated in equity, options, and equity appreciation rights), granted to employees, directors,
or other service providers, whether or not vested, shall be cancelled as of the Plan Effective Date.

  

 Notwithstanding anything
to the contrary above, [(i) all existing employment and change-in-control agreements, (ii) all existing severance arrangements, and (iii)
all existing incentive awards denominated in cash shall be assumed (subject to any modifications set forth in the Plan or the Management
Incentive Plan) on the Plan Effective Date, or each Company Party shall enter into new agreements with such employees on terms and conditions
acceptable to the Company and such employees, respectively, at the election of such employee.

  

 2.24 Retained
 Causes of Action

  

 Unless
any Causes of Action or Claims against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in
the Plan, the DIP Orders, or by a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors
shall retain and may enforce all rights to commence and pursue any and all Causes of Action or Claims in the ordinary course, whether
arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement (collectively, the “ Retained
Causes of Action ”), and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action and
Claims shall be preserved notwithstanding the occurrence of the Plan Effective Date. The Reorganized Debtors may pursue such Retained
Causes of Action or Claims and may exercise any and all rights in connection therewith. For the avoidance of doubt, in no instance will
any Cause of Action preserved pursuant to Section 4.22 of the Plan include any Claim or Cause of Action with respect to,
or against, a Released Party that is released under the Plan. For the avoidance of doubt, the Debtor Release, including without limitation
the scope of the Released Parties, is subject in all respects to the conclusion of the Investigation and the Special Committee’s
determination with respect to any potential Claims or Causes of Action, if any, identified therein, and the Debtors expressly reserve
the right to determine prior to Confirmation of the Plan not to release and to bring any such Claims or Causes of Action.

    

 23

  

 No
Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of
Action against it as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action
against it. Unless any such Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised,
assigned, or settled in the Plan, Confirmation Order, or a Final Order, all such Causes of Action shall be expressly reserved by the
Reorganized Debtors for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral
estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches shall apply to such Causes of Action
upon, after, or as a consequence of the Confirmation or Consummation of the Plan. The Debtors and the Reorganized Debtors expressly reserve
all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan.

  

 2.25 Assumption
 of Executory Contracts and Unexpired Leases

  

 All
Executory Contracts and Unexpired Leases of the Debtors shall be assumed absent an objection as set forth in Section 5.2
of the Plan or an order requiring rejection, without the need for any further notice to or action, order, or approval of the Bankruptcy
Court, pursuant to section 365 of the Bankruptcy Code as of the Plan Effective Date, except for those Executory Contracts and Unexpired
Leases that, in each case, (i) have been assumed or rejected by the Debtors by prior order of the Bankruptcy Court, (ii) are
the subject of a motion to reject filed by the Debtors pending on the Plan Effective Date, (iii) are identified as rejected Executory
Contracts and Unexpired Leases by the Debtors on Schedule of Rejected Executory Contracts and Unexpired Leases, if any, filed in the
Plan Supplement, which may be amended by the Debtors up to and through the Plan Effective Date to add or remove Executory Contracts and
Unexpired Leases by filing with the Bankruptcy Court a subsequent Plan Supplement and serving it on the affected non-Debtor contract
parties; or (iv) are rejected or terminated pursuant to the terms of the Plan (the remaining Executory Contracts and Unexpired Leases
being the “ Assumed Contracts and Leases ”). The Assumed Contracts and Leases shall be fully enforceable by the
Reorganized Debtors in accordance with the terms thereof, except as otherwise modified by the provisions of the Plan, or by any order
of the Bankruptcy Court. Any rejection of an Executory Contract or Unexpired Lease pursuant to the Plan, including the designation of
any Executory Contract or Unexpired Lease on the Schedule of Rejected Executory Contracts and Unexpired Leases, shall be subject to the
prior consent of the Required Consenting First Lien Lenders and the other consent rights in the Restructuring Support Agreement.

  

 The
Confirmation Order shall constitute an order of the Bankruptcy Court: (i) approving the assumption of all Assumed Contracts and
Leases, as described in the Plan, pursuant to Bankruptcy Code sections 365(a) and 1123(b)(2); (ii) providing that each assumption,
assumption and assignment, or rejection, as the case may be, is in the best interests of the Reorganized Debtors, their Estates, and
all parties in interest in the Chapter 11 Cases; and (iii) providing that the requirements for assumption or assumption and assignment
of any Executory Contract or Unexpired Lease to be assumed have been satisfied. Unless otherwise indicated, all assumptions or rejections
of Executory Contracts or Unexpired Leases pursuant to the Plan are effective as of the Plan Effective Date.

  

 24

  

 Except
as otherwise provided in the Plan or agreed to by the Debtors and the applicable counterparty, each assumed Executory Contract or Unexpired
Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related
thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any
other interests. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed
pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption
of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be
deemed modified such that the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such
Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Modifications, amendments,
supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the
Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority,
or amount of any Claims that may arise in connection therewith, and do not elevate to administrative expense priority any prepetition
Claims of the counterparties to the Executory Contracts and Unexpired Leases against any Debtor.

  

 2.26 Cure
 of Defaults for Assumed Executory Contracts and Unexpired Leases

  

 Unless
otherwise agreed in writing by such counterparty, any monetary defaults that are required to be cured to assume an Executory Contract
or Unexpired Lease shall be satisfied pursuant to section 365(b)(1) of the Bankruptcy Code in the ordinary course of business. Any
counterparty to an Executory Contract or Unexpired Lease that fails to timely raise any objection that could have been raised under section
365 of the Bankruptcy Code shall be deemed to have consented to the Debtors’ assumption of such Executory Contract or Unexpired
Lease, to the extent any such consent is required, and all such counterparties shall be forever enjoined and barred from objecting to
the Debtors’ assumption of such Executory Contract or Unexpired Lease for any reason.

  

 If
there is a dispute regarding (i) the amount of any Cure Cost, (ii) the ability of the Reorganized Debtors to provide “adequate
assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired
Lease to be assumed or (iii) any other matter pertaining to assumption, then the Bankruptcy Court shall retain jurisdiction in all
respects to hear such disputes; provided that the occurrence of any such dispute shall not prevent or delay Confirmation or Consummation
of the Plan; provided further that the (Reorganized) Debtors may settle, with the reasonable consent of the Required Consenting
First Lien Lenders, any such dispute without any further notice to any party or any action, order, or approval of the Bankruptcy Court;
 provided further that notwithstanding anything to the contrary in the Plan, the Debtors reserve the right to either reject or
nullify the assumption of any Executory Contract or Unexpired Lease within forty-five (45) days after the entry of a Final Order resolving
an objection to assumption, determining the Cure Cost under an Executory Contract or Unexpired Lease that was subject to a dispute, or
resolving any request for adequate assurance of future performance required to assume such Executory Contract or Unexpired Lease.

  

 25

  

 Assumption
of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise, and the continued performance thereunder (or the payment
of a Cure Cost, if any), shall result in the full release, satisfaction, and cure of any defaults thereunder, whether monetary or nonmonetary,
including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults,
arising under any assumed Executory Contract or Unexpired Lease at any time prior to th…

EX-99.2 · tm2616729d1_ex99-2.htm

EX-99.2
 4
 tm2616729d1_ex99-2.htm
 EXHIBIT 99.2

 Exhibit 99.2

 Press Release

 Inotiv Reaches Agreement to Strengthen Capital
Structure and Position Company for Future Growth

 Receives commitments for $65 million in new
money financing to support ongoing business operations

 Recapitalization effectuated through a pre-packaged
plan of reorganization on an expedited basis

 Transaction is supported by substantially all
of the Company’s existing lenders

 Normal business operations will continue seamlessly
with no impact on vendors and suppliers

 WEST LAFAYETTE, Ind., June 3, 2026 (GLOBE NEWSWIRE)
– Inotiv, Inc. (NASDAQ: NOTV) (the “Company”, or “Inotiv”), a leading Contract Research Organization specializing
in nonclinical and analytical drug discovery and development services and research models and related products and services, today announced
that it has entered into a Restructuring Support Agreement (“RSA”) with its Prepetition First Lien Lenders and Ad Hoc Group
of Noteholders, constituting substantially all of its junior creditors, to implement a comprehensive recapitalization transaction that
will strengthen its capital structure. To implement the transaction, Inotiv has filed a voluntary, prepackaged chapter 11 case in the
U.S. Bankruptcy Court for the Southern District of Texas. The support of these stakeholders speaks to their confidence in the strength
of Inotiv’s business.

 Through this process, Inotiv will reduce its debt
by approximately $326 million. The Company will maintain normal operations without disruption and continue to deliver critical research
models and services to its clients. Inotiv has received commitments for $25 million in new money debtor-in-possession financing, which
follows $40 million in bridge financing provided in May. These funds will be used to support the business throughout the chapter 11 process.
Inotiv intends to emerge from this process as a healthier, well-capitalized business with the benefit of significantly less debt.

 “We’ve
been working with our key financial stakeholders to explore strategic alternatives and believe we have determined a path forward that
will enable us to support the Company and our long-term strategic vision,” said Bob Leasure, President and Chief Executive
Officer of Inotiv. “Our operating teams remain committed to focusing on our clients and continuing to improve our business model.
By taking proactive steps to strengthen our financial foundation and capital structure, Inotiv will have additional flexibility to advance
our strategic initiatives and deliver value to our clients. I want to thank our dedicated employees, loyal clients and partners, and our
financial stakeholders for their continued support.”

 In line with the RSA, the Company has begun soliciting
votes on a pre-packaged plan of reorganization, and has secured the affirmative votes of holders of the necessary majorities of all tranches
of its capital structure under its credit agreement and bond indentures. Inotiv will continue normal business operations during the process
and expects to seek confirmation of the plan of reorganization and emerge from chapter 11 on an expedited basis.

 The Company has filed a number of customary motions with the Court
to ensure ordinary operations are not disrupted during the pendency of the chapter 11 case. To that end, the Company has filed an “all-trade”
motion with the Court that will allow it to continue paying vendors and suppliers in the ordinary course, as well as a “wages motion”
that will allow it to continue paying employee obligations and benefits.

 Additional information on the Company’s chapter 11 case can
be found at https://restructuring.ra.kroll.com/Inotiv . Stakeholders can also contact Kroll, Inotiv’s noticing and claims
agent, at (844) 408-3698 (for toll-free U.S. and Canada calls) or (646) 825-3849 (for tolled international calls).

 This press release is not an offer or a solicitation with respect
to any securities or a solicitation of acceptances of a chapter 11 plan.

 Advisors

 Inotiv is advised in this matter by Ropes &
Gray LLP as legal counsel, Perella Weinberg Partners as investment banker, and FTI Consulting as financial and communications advisor.
The Prepetition First Lien Lenders are advised by Davis Polk & Wardwell LLP as legal counsel and BRG as financial advisors. The Noteholder
Ad Hoc Group is advised by Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel.

 About Inotiv

 Inotiv, Inc. is a leading contract research organization dedicated
to providing nonclinical and analytical drug discovery and development services and research models and related products and services.
The Company’s products and services focus on bringing new drugs and medical devices through the discovery and preclinical phases
of development, all while increasing efficiency, improving data, and reducing the cost of taking new drugs and medical devices to market.
Inotiv is committed to supporting discovery and development objectives as well as helping researchers realize the full potential of their
critical research and development projects, all while working together to build a healthier and safer world. Further information about
Inotiv can be found here: https://www.inotiv.com/ .

 Media Contact

 Rachel Chesley / Rose Temple

 InotivComms@fticonsulting.com

EX-10.1 · tm2616729d1_ex10-1.htm

EX-10.1
 2
 tm2616729d1_ex10-1.htm
 EXHIBIT 10.1

  

 Exhibit 10.1

  

 THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN
OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTIONS
1125 OR 1126 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS OR PROVISIONS OF
THE BANKRUPTCY CODE. THIS RESTRUCTURING SUPPORT
AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT
TO THE TRANSACTIONS DESCRIBED or otherwise referred to HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT in all respects TO THE COMPLETION OF
DEFINITIVE DOCUMENTS INCORPORATING, OR OTHERWISE IN ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH HEREIN, AND THE CLOSING OF ANY
SUCH TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS and the consent RIGHTS OF THE PARTIES
SET FORTH HEREIN AND therein. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY
OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

  

 RESTRUCTURING SUPPORT AGREEMENT

  

 This RESTRUCTURING SUPPORT
AGREEMENT is made and entered into as of June 2, 2026 (the “ Execution Date ”), by and among the following
parties (each of the following described in sub-clauses (i) through (vi) of this preamble, a “ Party ”):

  

 i. Inotiv, Inc., an Indiana corporation,
 and each of its undersigned subsidiaries (each, a “ Company Party ”
 and collectively, the “ Company ”);

  

 ii. the undersigned beneficial holders of,
 or investment advisors, sub-advisors, or managers of discretionary accounts or funds that
 beneficially hold, Prepetition First Lien Claims (in each case, solely in their respective
 capacities as such) that have executed and delivered counterpart signature pages to
 this Agreement (together with any Prepetition First Lien Lenders that execute and deliver
 a Joinder from time to time after the date hereof in accordance herewith, the “ Consenting
 First Lien Lenders ”) in accordance herewith;

  

 iii. the undersigned beneficial holders
 of, or investment advisors, sub-advisors, or managers of discretionary accounts or funds
 that beneficially hold, Prepetition PIK Notes Claims (in each case, solely in their respective
 capacities as such) that have executed and delivered counterpart signature pages to
 this Agreement (together with any Prepetition PIK Noteholders that execute and deliver a
 Joinder from time to time after the date hereof in accordance herewith, the “ Consenting
 PIK Noteholders ”) in accordance herewith; and

  

 iv. the undersigned beneficial holders of,
 or investment advisors, sub-advisors, or managers of discretionary accounts or funds that
 beneficially hold, Prepetition Unsecured Convertible Notes Claims (in each case, solely in
 their respective capacities as such) that have executed and delivered counterpart signature
 pages to this Agreement (together with any Prepetition Unsecured Convertible Noteholders
 that execute and deliver a Joinder from time to time after the date hereof in accordance
 herewith, the “ Consenting Unsecured Convertible Noteholders ,” and
 together with the Consenting First Lien Lenders and Consenting PIK Noteholders, the “ Consenting
 Stakeholders ”) in accordance herewith.

  

  

  

 RECITALS

  

 WHEREAS , the Company
and the undersigned Consenting Stakeholders have in good faith and at arm’s length negotiated certain restructuring transactions
with respect to the Company’s capital structure on the terms set forth in this Agreement, including, for the avoidance of doubt,
as specified in the term sheet attached hereto as Exhibit B (together with all exhibits, annexes, schedules, term
sheets, and other attachments thereto, the “ Restructuring Term Sheet ,” and such transactions, the “ Restructuring
Transactions ”);

  

 WHEREAS , the Company
intends to implement the Restructuring Transactions through the commencement by the Debtors of voluntary, “straddle prepackaged”
cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the “ Chapter 11 Cases ”);

 WHEREAS , as of the date hereof, (a) the Consenting First Lien Lenders hold
more than 66.67% of the aggregate principal amount of the Prepetition First Lien Claims, (b) the Consenting PIK Noteholders hold
more than 66.67% of the aggregate principal amount of the Prepetition PIK Notes Claims, and (c) the Consenting Unsecured Convertible
Noteholders hold more than 66.67% of the aggregate principal amount of the Prepetition Unsecured Convertible Notes Claims; and

  

 WHEREAS , the Parties
have agreed to express their mutual support and take certain actions in support of the Restructuring Transactions on the terms and conditions
set forth herein.

  

 NOW, THEREFORE , in
consideration of the covenants, representations, and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

  

 AGREEMENT

   

 Section 1.                 Definitions
and Interpretation .

  

 1.01.           Definitions .
The following terms shall have the following definitions:

 “ Ad Hoc Groups ”
means, collectively, the First Lien Ad Hoc Group and the Ad Hoc Noteholder Group.

 “ Ad Hoc Noteholder
Group ” means that certain ad hoc group of Prepetition Unsecured Convertible
Noteholders and Prepetition PIK Noteholders represented by Paul, Weiss, and Cole Schotz as the membership thereof may change from time
to time.

 “ Ad Hoc Noteholder
Group Fees and Expenses ” means the reasonable and documented fees
and expenses incurred by (a) Paul, Weiss, which fees and expenses incurred on or after the Execution Date shall not exceed $350,000,
and (b) Cole Schotz, which fees and expenses incurred before, on, or after the Execution Date shall not exceed $50,000, in each case,
in connection with the representation of the Ad Hoc Noteholder Group, in connection with the negotiation or implementation of this Agreement
or the Restructuring Transactions (payable in accordance with the applicable fee reimbursement letter entered into by any Debtor and
such professionals and to the extent not otherwise paid pursuant to the DIP Orders or DIP Documents).

  

 “ Affiliate ”
has the meaning set forth in section 101(2) of the Bankruptcy Code as if such entity was a debtor in a case under the Bankruptcy
Code.

  

 “ Agent/Trustee ”
means any current administrative agent, indenture trustee, collateral trustee, or other trustee, agent, or similar Entity (including
any current successors) in connection with the DIP Facility, Prepetition Term Loans, Prepetition PIK Notes, or Prepetition Unsecured
Convertible Notes.

  

 2

  

 “ Agreement ”
means this agreement together with all exhibits (including, for the avoidance of doubt, the Restructuring Term Sheet and the attachments
thereto), annexes, signature pages, schedules, and other attachments hereto in accordance with Section ‎13.02 .

  

 “ Agreement Effective
Date ” means the date on which the conditions set forth in ‎Section 2 have been satisfied or waived by the
appropriate Parties in accordance with this Agreement.

  

 “ Agreement Effective
Period ” means, with respect to a Party, the period from the Agreement Effective Date to the Termination Date applicable
to that Party.

  

 “ Alternative
Restructuring Proposal ” means any written or oral plan, inquiry, proposal, offer, bid, term sheet, discussion, or agreement
with respect to any sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation,
dissolution, financing (including any debtor-in-possession financing or exit financing) or refinancing (debt or equity), liquidation,
share issuance, consent solicitation, exchange offer, tender offer, recapitalization, plan of reorganization, share exchange, business
combination, joint venture, partnership, or similar transaction involving the Company Parties or their assets, debt, equity, or other
interests that, in each case, is an alternative to any Restructuring Transaction or is inconsistent with this Agreement or the Restructuring
Transactions.

  

 “ Bankruptcy Code ”
means title 11 of the United States Code, 11 U.S.C. §§ 101–1532.

  

 “ Bankruptcy Court ”
means the United States Bankruptcy Court for the Southern District of Texas presiding over the Chapter 11 Cases or, in the event of any
withdrawal of reference under 28 U.S.C. § 157, the United States District Court for the Southern District of Texas.

  

 “ Bankruptcy Rules ”
means the Federal Rules of Bankruptcy Procedure and the local rules, procedures, and general orders of the Bankruptcy Court, as
in effect on the Petition Date.

  

 “ Business Day ”
means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, New York, New York.

  

 “ Cash Collateral ”
has the meaning ascribed to it in section 363(a) of the Bankruptcy Code.

  

 “ Causes of Action ”
means any Claims, Interests, damages, remedies, causes of action, demands, rights, actions, controversies, proceedings, agreements,
suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises
of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or
non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected
or unsuspected, whether arising before, on, or after the Petition Date, in contract, tort, Law, equity, or otherwise. For the avoidance
of doubt, Causes of Action include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches
of duties imposed by Law or in equity; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant
to section 362 or chapter 5 of the Bankruptcy Code; (d) claims and defenses set forth in section 558 of the Bankruptcy Code; and
(e) any avoidance actions arising under chapter 5 of the Bankruptcy Code or under similar local, state, federal, or foreign statutes
and common law, including fraudulent transfer laws.

  

 3

  

 “ Chapter 11 Cases ”
has the meaning set forth in the recitals to this Agreement.

  

 “ Claim ”
means any claim, as defined in section 101(5) of the Bankruptcy Code, against any Debtor.

  

 “ Cole Schotz ”
means Cole Schotz P.C.

 “ Company Claim/Interest ”
means any Claim against, or Interest in, a Company Party or, where the context requires, a Debtor.

  

 “ Company Party ”
has the meaning set forth in the preamble to this Agreement.

  

 “ Company Termination
Notice ” has the meaning set forth in Section 10.03 .

  

 “ Confidentiality
Agreement ” means any executed confidentiality agreement, including with respect to the issuance of a “cleansing letter”
or other public disclosure of material non-public information, in connection with or related to any potential transaction involving the
Company.

  

 “ Confirmation
Order ” means an order of the Bankruptcy Court in the Chapter 11 Cases confirming the Plan and approving the Disclosure
Statement on a final basis, consistent and in accordance herewith.

  

 “ Consenting First
Lien Lender Termination Notice ” has the meaning set forth in Section ‎10.01 .

  

 “ Consenting First
Lien Lenders ” has the meaning set forth in the preamble to this Agreement.

  

 “ Consenting Noteholders ”
means, collectively, the Consenting PIK Noteholders and the Consenting Unsecured Convertible Noteholders.

  

 “ Consenting Noteholder
Termination Notice ” has the meaning set forth in Section 10.02 .

  

 “ Consenting PIK
Noteholders ” has the meaning set forth in the preamble to this Agreement.

  

 “ Consenting Stakeholders ”
has the meaning set forth in the preamble to this Agreement.

  

 “ Consenting Unsecured
Convertible Noteholders ” has the meaning set forth in the preamble to this Agreement.

  

 “ Debtors ”
means the Company Parties listed on Schedule 1 hereto, in their respective capacities as debtors in the Chapter 11 Cases.

  

 “ Defaulting DIP
Lender ” has the meaning set forth in Section  ‎ 12.01(d) .

  

 4

  

 “ Definitive Documents ”
has the meaning set forth in Section ‎3.01 .

  

 “ DIP Claims ”
means any Claim on account of the DIP Facility, including all “Obligations” under (and as defined in) the DIP Credit Agreement.

  

 “ DIP Closing
Date ” means “Closing Date,” as defined in the DIP Credit Agreement.

  

 “ DIP Commitment ”
has the meaning set forth in Section ‎12.01(a) .

  

 “ DIP Credit Agreement ”
means that certain Credit Agreement, to be dated on or around the Petition Date, by and among Inotiv, Inc., as borrower, the other
Debtors, as guarantors, the lenders party thereto, and Acquiom Agency Services LLC,substantially in the form attached to the Restructuring
Term Sheet as Annex 2 , which shall, among other things, govern the DIP Facility.

  

 “ DIP Documents ”
means, collectively, the DIP Orders, the DIP Credit Agreement, and all other agreements, documents, and instruments delivered or to be
entered into in connection therewith, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements,
and other security documents, in each case, consistent and in accordance herewith.

  

 “ DIP Facility ”
means that certain superpriority secured first lien debtor-in-possession facility governed by the DIP Credit Agreement and the DIP Orders.

  

 “ DIP Lenders ”
means “Lenders,” as defined in the DIP Credit Agreement, in their respective capacities as such.

  

 “ DIP Motion ”
means the motion filed by the Debtors seeking entry of the DIP Orders, together with any declarations, affidavits, or other documents
filed in connection with such motion, in each case, consistent and in accordance herewith.

  

 “ DIP Orders ”
means, collectively, the Interim DIP Order, the Final DIP Order, and any other orders sought or entered in the Chapter 11 Cases authorizing
debtor-in-possession financing or the use of Cash Collateral, in each case, consistent and in accordance herewith.

  

 “ Disclosure Statement ”
means the disclosure statement with respect to the Plan, consistent and in accordance herewith. For the avoidance of doubt, subject to
applicable Law, the Disclosure Statement may be combined with the Plan.

  

 “ Entity ”
has the meaning ascribed to it in section 101(15) of the Bankruptcy Code.

  

 “ Execution Date ”
has the meaning set forth in the preamble to this Agreement.

  

 “ Exit Premium ”
has the meaning set forth in the DIP Credit Agreement.

  

 “ Exit RCF Documents ”
shall mean the credit agreement for any Exit RCF, and all other agreements, documents, and instruments delivered or to be entered into
in connection therewith, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, and other security
documents, in each case, consistent and in accordance herewith.

  

 5

  

 “ Exit RCF ”
has the meaning set forth in the Restructuring Term Sheet.

  

 “ Exit Term Loan
Documents ” shall mean the credit agreement for the Exit Term Loan Facility, and all other agreements, documents, and instruments
delivered or to be entered into in connection therewith, including any guarantee agreements, pledge and collateral agreements, intercreditor
agreements, and other security documents, in each case, consistent and in accordance herewith.

  

 “ Exit Term Loan
Facility ” has the meaning set forth in the Restructuring Term Sheet.

  

 “ File ,”
 “ Filed ,” or “ Filing ” means file, filed, or filing in the Chapter 11 Cases with the
Bankruptcy Court.

  

 “ Final DIP Order ”
means the order entered in the Chapter 11 Cases authorizing, among other things, the Debtors’ entry into the DIP Facility on a
final basis, consistent and in accordance herewith.

  

 “ First Day Pleadings ”
means the motions, declarations, pleadings, proposed orders, and other documents that the Debtors File on or around the Petition Date
requesting certain “first day” relief, or supporting the request for such relief, in each case, consistent and in accordance
herewith.

  

 “ First Lien Ad
Hoc Group ” means that certain ad hoc group of Prepetition First Lien Lenders represented by the First Lien Ad Hoc Group
Advisors, as the membership thereof may change from time to time.

  

 “ First Lien Ad
Hoc Group Advisors ” means (a) Davis Polk & Wardwell LLP, (b) Haynes and Boone, LLP, (c) Berkeley
Research Group, LLC, and (d) any consultants or other professionals retained by the First Lien Ad Hoc Group in connection with the
Restructuring Transactions.

  

 “ First Lien Ad
Hoc Group Fees and Expenses ” means (a) all reasonable and documented fees and expenses incurred by the First Lien
Ad Hoc Group Advisors in connection with the representation of the First Lien Ad Hoc Group, regardless of whether such fees and expenses
are incurred before, on, or after the Execution Date, in each case, in connection with the negotiation or implementation of this Agreement
or the Restructuring Transactions and (b) all reasonable and documented fees and expenses incurred by the First Lien Ad Hoc Group’s
prior counsel through May 18, 2026, in each case payable in accordance with the applicable fee reimbursement letters entered into
by the Company and such professionals and to the extent not otherwise paid pursuant to the DIP Orders or other DIP Documents. Notwithstanding
anything herein to the contrary, the amounts referenced in the immediately preceding clause (b) shall be remitted with proceeds
of the DIP Facility.

  

 “ Governmental
Unit ” has the meaning set forth in section 101(27) of the Bankruptcy Code.

  

 “ Interests ”
means any equity security (as defined in section 101(16) of the Bankruptcy Code), limited liability company interests, and any other
equity, ownership, beneficial, or profits interests in any Company Party, whether or not transferable, and options, warrants, rights,
or other securities, agreements, or interests to acquire or subscribe for, or which are exercisable, convertible, or exchangeable into
or for the shares (or any class thereof) of, common stock, preferred stock, limited partner interests, general partner interests, limited
liability company interests, or other equity, ownership, beneficial, or profits interests in or of any Company Party, contractual or
otherwise (in each case, whether or not arising under or in connection with any employment agreement).

  

 6

  

 “ Interim DIP
Order ” means the order entered in the Chapter 11 Cases authorizing, among other things, the Debtors’ entry into the
DIP Facility on an interim basis, consistent and in accordance herewith.

  

 “ Joinder ”
means a joinder to this Agreement substantially in the form attached hereto as Exhibit A .

  

 “ Law ”
means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling, or
judgment, in each case, that is validly adopted, promulgated, issued, or entered by a Governmental Unit of competent jurisdiction (including
the Bankruptcy Court).

  

 “ Lien ”
has the meaning ascribed to it in section 101(37) of the Bankruptcy Code.

  

 “ Management Incentive
Plan ” has the meaning set forth in the Restructuring Term Sheet.

  

 “ Milestones ”
means the applicable milestones set forth in ‎Section 4 , as they may be extended or waived in accordance herewith.

  

 “ New Equity Interests ”
means the common stock, limited liability company membership units, or functional equivalent thereof of the Reorganized Parent to be
issued on the Plan Effective Date, consistent and in accordance herewith.

  

 “ New Money DIP
Loans ” means “New Money Loans,” as defined in the DIP Credit Agreement.

  

 “ New Organizational
Documents ” means any document with respect to the governance of any of the Reorganized Parent and its subsidiaries following
the consummation of the Restructuring Transactions, and any certificates of formation, charters, certificates or articles of incorporation,
bylaws, operating agreements, limited liability company agreements, documentation governing, or required to issue or distribute, the
New Equity Interests, or other applicable organizational documents or charter documents and any shareholder agreements or other shareholder
documents, including any amended or amended and restated versions thereof, in each case, consistent and in accordance herewith.

  

 “ New Warrant
Documents ” means the documents governing the New Warrants.

  

 “ New Warrants ”
has the meaning set forth in the Restructuring Term Sheet.

  

 “ Non-Defaulting
DIP Lender ” has the meaning set forth in Section  ‎ 12.01(d) .

  

 7

 “ Noteholder Governance
Matters ” has the meaning set forth in the Restructuring Term Sheet.

  

 “ Party ”
has the meaning set forth in the preamble to this Agreement.

  

 “ Paul, Weiss ”
means Paul, Weiss, Rifkind, Wharton & Garrison LLP.

  

 “ Permitted Assignment ”
has the meaning set forth in Section  ‎ 12.01(b) .

  

 “ Petition Date ”
means the date on which the first Chapter 11 Case is commenced.

  

 “ Plan ”
means the Debtors’ joint prepackaged plan of reorganization, substantially in the form attached to the Restructuring Term Sheet
as Annex 1 , that will effectuate the Restructuring Transactions, together with the Plan Supplement and all other exhibits or
other attachments thereto, in each case, consistent and in accordance herewith.

  

 “ Plan Effective
Date ” means the date upon which all conditions precedent to the effectiveness of the Plan have been satisfied or waived
in accordance with the terms of this Agreement and the Plan, and on which the Restructuring Transactions become effective or are consummated.

  

 “ Plan Supplement ”
means the compilation of documents and forms of, or term sheets with respect to, documents, schedules, and exhibits to the Plan that
will be Filed by the Debtors, in each case, consistent and in accordance herewith. For the avoidance of doubt, certain of the New Organizational
Documents and Exit Term Loan Documents shall be included in the Plan Supplement.

  

 “ Prepetition
First Lien Claim ” means any Claim on account of the Prepetition Term Loans, including all “Obligations” under
(and as defined in) the Prepetition First Lien Credit Agreement.

  

 “ Prepetition
First Lien Credit Agreement ” means that certain Credit Agreement, dated as of November 5, 2021, by and among Inotiv, Inc.,
as borrower, the guarantors and lenders party thereto, and Acquiom Agency Services LLC, as successor administrative agent and collateral
agent.

  

 “ Prepetition
First Lien Lenders ” means the holders of Prepetition Term Loans.

  

 8

  

 “ Prepetition
Noteholder ” means, collectively, the Prepetition PIK Noteholders and the Prepetition Unsecured Convertible Noteholders.

  

 “ Prepetition
Notes Claim ” means, collectively, the Prepetition PIK Notes Claims and the Prepetition Unsecured Convertible Notes Claims.

  

 “ Prepetition
PIK Notes Claim ” means any Claim against a Company Party arising under, derived from, based on, or related to the Prepetition
PIK Notes.

  

 “ Prepetition
PIK Noteholder ” means the holder of a Prepetition PIK Notes Claim, solely in its capacity as such.

  

 “ Prepetition
PIK Notes ” means the 15.00% Senior Secured Second Lien PIK Notes due 2027 issued by Inotiv, Inc. under the Prepetition
PIK Notes Indenture.

  

 “ Prepetition
PIK Notes Indenture ” means that certain Indenture, dated as of September 13, 2024, by and among Inotiv, Inc.,
as issuer, the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent, governing
the Prepetition PIK Notes.

  

 “ Prepetition
Term Loans ” means “Loans,” as defined in the Prepetition First Lien Credit Agreement.

  

 “ Prepetition
Unsecured Convertible Noteholder ” means the holder of a Prepetition Unsecured Convertible Notes Claim, solely in its capacity
as such.

  

 “ Prepetition
Unsecured Convertible Notes ” means the 3.25% Convertible Senior Notes due 2027 issued by Inotiv, Inc. under the Prepetition
Unsecured Convertible Notes Indenture.

  

 “ Prepetition
Unsecured Convertible Notes Claim ” means any Claim against a Company Party arising under, derived from, based on, or related
to the Prepetition Unsecured Convertible Notes.

  

 “ Prepetition
Unsecured Convertible Notes Indenture ” means that certain Indenture, dated as of September 27, 2021, by and among
Inotiv, Inc., as issuer, BAS Evansville, Inc., as guarantor, and U.S. Bank National Association, as trustee, governing the
Prepetition Unsecured Convertible Notes.

  

 “ Qualified Marketmaker ”
means an Entity that (a) holds itself out to the market as standing ready in the ordinary course of business to purchase from customers
and sell to customers Company Claims/Interests (or enter with customers into long and short positions in Company Claims/Interests), in
its capacity as a dealer or market maker in Company Claims/Interests, and (b) is in fact regularly in the business of making a market
in claims against issuers or borrowers (including debt securities or other debt).

  

 “ Related Fund ”
has the meaning set forth in Section  ‎ 12.01(b) .

  

 9

  

 “ Reorganized
Parent ” means as determined by the Debtors with the express consent of the Required Consenting First Lien Lenders,
either (a) Inotiv, Inc., as reorganized pursuant to and under the Plan, or any successor or assign thereto by merger,
consolidation, reorganization, or otherwise, or (b) a new Entity that may be formed or caused to be formed to, among other
things, directly or indirectly acquire substantially all of the assets or equity of the Company and issue the New Equity Interests
to be distributed pursuant to the Plan, in each case, on and after the Plan Effective Date.

  

 “ Required Consenting
First Lien Lenders ” means, as of the relevant date, at least two unaffiliated Consenting First Lien Lenders holding more
than 66.66% in aggregate principal amount of Prepetition First Lien Claims that are held by all Consenting First Lien Lenders in the
aggregate; provided , that if there are fewer than five unaffiliated Consenting First Lien lenders at such time, “Required
Consenting First Lien Lenders” shall mean those Consenting First Lien Lenders holding more than 66.66% in aggregate principal amount
of Prepetition First Lien Claims that are held by all Consenting First Lien Lenders in the aggregate.

 “ Required Consenting
Noteholders ” means, as of the relevant date, at least two unaffiliated Consenting Noteholders that are members of the Ad
Hoc Noteholder Group holding more than 66.66% in aggregate principal amount of Prepetition Notes Claims that are held by all Consenting
Noteholders that are members of the Ad Hoc Noteholder Group.

 “ Required DIP Lenders ” means “Required
Lenders,” as defined in the DIP Credit Agreement.

  

 “ Restructuring
Term Sheet ” has the meaning set forth in the recitals to this Agreement.

  

 “ Restructuring
Transactions ” has the meaning set forth in the recitals to this Agreement.

  

 “ Restructuring
Transactions Memorandum ” means a document setting forth the material components of the transactions that are required to
effectuate the Restructuring Transactions contemplated by this Agreement and the Plan, including any “restructuring steps memo,”
 “tax steps memo,” or other document describing steps to be taken and the related tax considerations in connection with the
Restructuring Transactions, which document may be included in the Plan Supplement.

  

 “ Rules ”
means Rule 501(a)(1), (2), (3), (7), (8), (9), (12), and (13) of the Securities Act.

  

 “ Scheduling Motion ”
means a motion seeking entry of the Scheduling Order, consistent and in accordance herewith.

  

 “ Scheduling Order ”
means an order (a) scheduling deadlines, hearings, and other dates with respect Plan solicitation and confirmation and (b) approving
the Solicitation Materials and related procedures, in each case, on a final basis, and consistent and in accordance herewith.

  

 “ Securities Act ”
means the Securities Act of 1933.

  

 “ Solicitation
Materials ” means the solicitation materials to accompany the Disclosure Statement (or to be sent to non-voting creditors
in lieu of the Disclosure Statement), consistent and in accordance herewith.

  

 10

  

 “ Termination
Date ” means, with respect to a Party, the date on which termination of this Agreement as to such Party is effective in
accordance with ‎Section 10 .

  

 “ Transaction Expenses ”
means, collectively, the First Lien Ad Hoc Group Fees and Expenses and the Ad Hoc Noteholder Group Fees and Expenses.

  

 “ Transfer ”
means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate, or otherwise encumber or dispose
of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales, or other transactions), but excluding
any pledge or assignment of security interest to secure obligations of a party to a Federal Reserve Bank or any other central bank.

  

 “ Transferee ”
means the recipient of a Transfer.

  

 “ Upfront Premium ”
has the meaning set forth in the DIP Credit Agreement.

  

 1.02.           Interpretation .
For purposes of this Agreement, unless otherwise specified:

  

 (a)              in
the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and
pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;

  

 (b)              capitalized
terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;

  

 (c)              any
reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on
particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

  

 (d)              any
reference herein to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit, as it may have been or
may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms; provided , that any
capitalized terms herein which are defined with reference to another agreement, are defined with reference to such other agreement as
of the Execution Date, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any
such other agreement following the Execution Date;

  

 (e)              all
references herein to “Sections” are references to Sections of this Agreement;

  

 (f)              the
words “herein,” “hereof,” “hereunder,” and “hereto” refer to this Agreement in its entirety
rather than to any particular portion of this Agreement;

  

 (g)              captions
and headings to Sections, schedules, and other exhibits are inserted for convenience of reference only and are not intended to be a part
of or to affect the interpretation of this Agreement;

  

 11

  

 (h)              references
to “shareholders,” “directors,” or “officers” shall also include “members” or “managers,”
as applicable, as such terms are defined under the applicable limited liability company Laws;

  

 (i)               the
words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and are
deemed to be followed by the words “without limitation”;

  

 (j)               any
reference herein to a contract, lease, instrument, release, indenture, or other agreement includes all exhibits, schedules, annexes,
and other attachments thereto;

  

 (k)              all
references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time;

  

 (l)               any
consent, notice, acceptance, approval, amendment or other modification, permission, request, or waiver hereof, hereunder, pursuant hereto,
or contemplated hereby, and required hereby to be “in writing,” may take the form of, or be transmitted via, email, portable
document format (.pdf), facsimile, or comparable media or means of communication;

  

 (m)             all
monetary figures referenced herein are denominated in U.S. dollars;

  

 (n)              the
term “subsidiary” refers to direct and indirect subsidiaries;

  

 (o)              the
provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein; all times of
day referenced herein are stated in prevailing Central Time; in the event that any payment or act hereunder is required to be made or
performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on or
as soon as reasonably practicable after the next succeeding Business Day, but shall be deemed to have been completed as of the required
date;

  

 (p)              any
reference herein to an Entity as a holder of a Claim or Interest includes that Entity’s permitted successors and assigns; and

  

 (q)              the
word “or” is not exclusive.

  

 Section 2.              Effectiveness
of this Agreement . This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m. on the Agreement
Effective Date, which is the date on which all of the following conditions have been satisfied or waived in accordance with this Agreement:

  

 (a)              each
Company Party shall have executed and delivered counterpart signature pages of this Agreement (which signature pages may be
delivered by counsel and in electronic form) to counsel to each of the Ad Hoc Groups;

  

 (b)              Prepetition
First Lien Lenders holding more than 66.67% in aggregate principal amount of Prepetition First Lien Claims shall have executed and delivered
counterpart signature pages of this Agreement (which signature pages may be delivered by counsel and in electronic form) to
the Company’s counsel and each Ad Hoc Group’s counsel;

  

 12

  

 (c)              Prepetition
PIK Noteholders holding more than 66.67% in aggregate principal amount of Prepetition PIK Notes Claims shall have executed and delivered
counterpart signature pages of this Agreement (which signature pages may be delivered by counsel and in electronic form) to
the Company’s counsel and each Ad Hoc Group’s counsel;

  

 (d)              Prepetition
Unsecured Convertible Noteholders holding more than 66.67% in aggregate principal amount of Prepetition Unsecured Convertible Notes Claims
shall have executed and delivered counterpart signature pages of this Agreement (which signature pages may be delivered by
counsel and in electronic form) to the Company’s counsel and each Ad Hoc Group’s counsel;

  

 (e)              the
Company shall have paid and reimbursed in cash all outstanding Transaction Expenses due and owing pursuant to invoices delivered to the
Company (or an advisor thereto) at least one Business Day prior to the Agreement Effective Date; and

  

 (f)              the
Company’s counsel shall have given notice to counsel to the Ad Hoc Groups that the other conditions to the Agreement Effective
Date set forth in this ‎ Section 2 have occurred;

  

 provided , with respect to any Consenting
Stakeholder that becomes Party hereto via Joinder pursuant to ‎ Section 7 ,
this Agreement shall become effective as to such Consenting Stakeholder at the time it executes and delivers a Joinder in accordance
herewith.

  

 Section 3.              Definitive
Documents .

  

 3.01.          The
definitive documents governing the Restructuring Transactions shall include the following (collectively, and in each case, consistent
and in accordance herewith, the “ Definitive Documents ”):

  

 (a)              the
Plan, including the Plan Supplement;

  

 (b)              the
Confirmation Order;

  

 (c)              the
Disclosure Statement;

  

 (d)              the
Scheduling Motion, the Scheduling Order, and the Solicitation Materials;

  

 (e)              the
First Day Pleadings;

  

 (f)              the
 “second day” pleadings that the Debtors reasonably determine, in consultation with the Consenting First Lien Lenders and
the Consenting Noteholders, are necessary or desirable to file (excluding any “retention applications”);

  

 (g)              the
DIP Motion, DIP Orders, DIP Credit Agreement, and all other DIP Documents;

  

 (h)             the
New Organizational Documents;

  

 (i)              documents
related to the Management Incentive Plan;

  

 (j)               the
New Warrant Documents;

  

 13

  

 (k)             the
Exit Term Loan Documents;

  

 (l)              any
Restructuring Transactions Memorandum;

  

 (m)            any
Exit RCF Documents; and

  

 (n)             any
and all, in each case material (as reasonably determined by the Consenting First Lien Lenders in consultation with the Debtors), other
deeds, agreements, Filings, notifications, certificates, letters, instruments, or other documents related to the Restructuring Transactions
or obtaining court, regulatory, or other third-party approval thereof.

 3.02.         
Each Definitive Document not executed or in a form attached hereto as of the Execution Date (including any amendments or modifications
thereto) (a) remains subject to good-faith negotiation and completion, (b) shall be consistent herewith in all respects, and (c) shall
be in form and substance reasonably acceptable in all respects to the Company, the Required Consenting First Lien Lenders, and, solely
(i) with respect to the New Warrant Documents, (ii) with respect to the terms in the New Organizational Documents related to, and to
the extent of, the Noteholder Governance Matters, or (iii) to the extent a document adversely and disproportionately affects the treatment,
rights, obligations, or economic recovery of the Consenting Noteholders, the Required Consenting Noteholders, in each case, acting in
good faith; provided, that (x) the DIP Documents shall be in form and substance acceptable to the Required DIP Lenders and (y) the Exit
Term Loan documents shall be in form and substance acceptable to the Consenting First Lien Lenders that will constitute “Required
Lenders” thereunder. Every other deed, agreement, filing, notification, certificate, letter, instrument, or other document related
to the Restructuring Transactions or obtaining court, regulatory, or other third-party approval thereof shall be consistent herewith
in all respects (as reasonably determined by the Required Consenting First Lien Lenders and the Company). In the event that a Definitive
Document or any other document referenced in this ‎Section 3 fails to satisfy the requirements of this Section 3, any covenants,
commitments, or obligations of any Party thereunder shall be null and void and of no force and effect until such time as such Definitive
Document or other document satisfies such requirements.

  

 Section 4.              Milestones .
The Debtors shall implement the Restructuring Transactions in accordance with the following milestones, unless waived, extended, or otherwise
modified in writing by the Required Consenting First Lien Lenders (including through email from their counsel):

  

 (a)              solicitation
of acceptances from the Parties to this Agreement with respect to the Chapter 11 Plan shall begin prior to the commencement of the Chapter
11 Cases;

  

 (b)              the
Petition Date shall have occurred no later than June 4, 2026;

  

 (c)              no
later than one calendar day after the Petition Date, the Debtors shall have Filed the Plan, the Disclosure Statement, the DIP Motion
(including the proposed Interim DIP Order), the Scheduling Motion (including the proposed Scheduling Order), and the First Day Pleadings;

  

 (d)              no
later than three days after the Petition Date, the Bankruptcy Court shall have entered (or so ordered the same on the record) the Interim
DIP Order and the Scheduling Order;

  

 (e)              no
later than 45 days after the Petition Date, the Bankruptcy Court shall have entered (or so ordered the same on the record) the Final
DIP Order and the Confirmation Order; provided , that, if there is a “second day hearing” or other non-emergency hearing
after entry of the Interim DIP Order and before the hearing to consider Plan confirmation, solely with respect to the Final DIP Order,
this Milestone shall be the date of such hearing; and

  

 (f)              no
later than 50 days after the Petition Date, the Plan Effective Date shall have occurred.

  

 14

  

 Section 5.              Consenting
Stakeholders’ Commitments .

  

 5.01.           Affirmative
Commitments . Subject to Section  ‎ 5.04 , during the Agreement Effective
Period, each Consenting Stakeholder agrees, severally and not jointly, in respect of all its Company Claims/Interests, to:

  

 (a)              support
the Restructuring Transactions and vote and exercise any powers or rights available to it (including in any board, shareholders’,
or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each
case in favor of any matter requiring approval to the extent reasonably necessary to implement the Restructuring Transactions in accordance
with this Agreement and the Definitive Documents;

  

 (b)              without
creating any obligation to incur any out-of-pocket costs that are not Transaction Expenses payable hereunder by the Company or provide
anything in the nature of an indemnity or otherwise, give any notice, order, instruction, or direction to the applicable Agents/Trustees
reasonably necessary to vote on the Plan or otherwise consummate the Restructuring Transactions;

  

 (c)              negotiate
in good faith and use reasonable efforts to execute and implement the Definitive Documents consistent with this Agreement, in each case,
solely to the extent such Consenting Stakeholder is or is required to be a party thereto or such Definitive Document is required to be
in form and substance reasonably acceptable to the majority of Consenting Stakeholders holding the same Company Claims/Interests as such
Consenting Stakeholder pursuant to Section  ‎ 3.02 ;

  

 (d)              negotiate
in good faith and use commercially reasonable efforts to execute, deliver, and perform its obligations under any other agreements reasonably
necessary or desirable to consummate the Restructuring Transactions in accordance with this Agreement and the Definitive Documents;

  

 (e)              consider
in good faith any appropriate additional or alternative provisions or agreements necessary to address any legal, financial, or structural
impediment that may arise that may prevent, hinder, delay, or otherwise impede, or are necessary to effectuate, the consummation of the
Restructuring Transactions in accordance herewith and the Definitive Documents;

  

 (f)              cooperate
in good faith to structure and implement the Restructuring Transactions in a tax-efficient manner (taking into consideration the tax
impact to the Company Parties and the Consenting First Lien Lenders) and in accordance with the Restructuring Term Sheet; and

  

 (g)              inform
counsel to the Company Parties as soon as reasonably practicable (but in any event within five Business Days) after becoming aware (it
being understood that there is no duty to inquire) of (i) any matter or circumstance which they know or believe to be a material
impediment to the implementation or consummation of the Restructuring Transactions, (ii) any material breach of any of the terms,
conditions, representations, warranties, or covenants set forth herein (including a breach by any Consenting Stakeholder), or (iii) any
representation made by the Consenting Stakeholders hereunder is or proves to have been incorrect or misleading in any material respect
on the Agreement Effective Date.

  

 15

  

 5.02.           Negative
Commitments . Subject to Section  ‎ 5.04 , during the Agreement Effective
Period, each Consenting Stakeholder agrees, severally and not jointly, in respect of all of its Company Claims/Interests, that it shall
not directly or indirectly:

  

 (a)              object
to, delay, impede, or take any other action to materially interfere with acceptance, implementation, or consummation of any Restructuring
Transaction;

  

 (b)              seek,
solicit, propose, support, assist, engage in negotiations in connection with, or participate in the formulation, preparation, filing,
or prosecution of, any Alternative Restructuring Proposal;

  

 (c)              file
any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereto)
that, in whole or in part, is not consistent with this Agreement or any Definitive Document;

  

 (d)              initiate,
or cause to be initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement,
or the Restructuring Transactions against the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise
permitted under this Agreement;

  

 (e)              exercise
any right or remedy for the enforcement, collection, or recovery of any Company Claims/Interests other than to comply with its affirmative
commitments and commitments related to the Chapter 11 Cases hereunder; or

  

 (f)              object
to, delay, impede, or take any other action to interfere with the Company’s ownership and possession of their assets, wherever
located.

  

 5.03.           Commitments
Related to the Chapter 11 Cases . Subject to Section  ‎ 5.04 , during the
Agreement Effective Period, each Consenting Stakeholder agrees, severally and not jointly, in respect of all its Company Claims/Interests
in a “voting class” under the Plan, that it shall, subject to receipt by such Consenting Stakeholder, whether before or after
the commencement of the Chapter 11 Cases, of the Plan, Disclosure Statement, and Solicitation Materials:

  

 (a)              vote
each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan prior
to the voting deadline;

  

 (b)              to
the extent it is permitted to elect whether to opt out of the releases set forth in the Plan, elect not to opt out of such releases,
and to the extent it is permitted to elect whether to opt in to the releases set forth in the Plan, elect to opt in to such releases,
in each case, by timely delivering its duly executed and completed ballots indicating such election;

  

 (c)              not,
directly or indirectly, change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election
referred to in the immediately preceding subclauses ‎ (a) or ‎ (b), other than as permitted in Section  ‎ 10.06
or elsewhere herein; and

  

 16

  

 (d)             will
not directly or indirectly object to, delay, impede, or interfere with, any Filing that is consistent with this Agreement, unless such
Filing unreasonably, materially, and adversely affects any Consenting Stakeholder in a manner that is disproportionate to all other similarly
situated Consenting Stakeholders.

  

 5.04.              Additional
Provisions Regarding the Consenting Stakeholders’ Commitments . Nothing in this Agreement shall or shall be construed to:

  

 (a)              prohibit
or limit any Consenting Stakeholder from protecting and preserving its rights, remedies, and interests, including its Claims against,
or Interests in, the Company, and any action relating to maintenance, protection, or preservation of any collateral, in each case to
the extent not materially inconsistent herewith;

  

 (b)              prohibit
or limit any Consenting Stakeholder from appearing as a party in interest in the Chapter 11 Case, to the extent not materially inconsistent
herewith;

  

 (c)              affect
the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company, or any other party in interest
in the Chapter 11 Cases (including any statutory committee or the United States Trustee);

  

 (d)              impair
or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement or the Definitive Documents
in connection with the Restructuring Transactions;

  

 (e)              prevent
any Consenting Stakeholder from enforcing this Agreement or any Definitive Document, or contesting whether any matter, fact, or thing
is a breach of, or is inconsistent with, this Agreement or any Definitive Document, or exercising its rights or remedies reserved herein
or in any Definitive Document;

  

 (f)               prevent
any Consenting Stakeholder from taking any action which is required by, or to comply with, applicable Law (as determined by them in good
faith after consultation with legal counsel (which may be internal counsel)); provided that if such Consenting Stakeholder intends
to take any action that is otherwise materially inconsistent with this Agreement and is reasonably expected to have an adverse impact
on the Restructuring Transactions in order to comply with applicable Law, such Consenting Stakeholder shall, to the extent reasonably
practicable or as reasonably believed to be permitted by applicable Law, provide at least five Business Days’ advance written notice
to the other Parties prior to taking any such action;

  

 (g)              require
any Consenting Stakeholder to take any action which is prohibited by applicable Law or to waive or forego the benefit of any applicable
legal professional privilege (as determined by them in good faith after consultation with legal counsel (which may be internal counsel));
 provided that if such Consenting Stakeholder intends to refuse to take any action in a manner that is otherwise materially inconsistent
with this Agreement and is reasonably expected to have an adverse impact on the Restructuring Transactions in order to comply with applicable
Law, such Consenting Stakeholder shall, to the extent permitted by applicable Law, provide at least five Business Days’ advance
written notice to the other Parties prior to taking such action;

  

 17

  

 (h)              require
any Consenting Stakeholder to (i) incur, assume, become liable in respect of, or suffer any expenses, liabilities, or other obligations
or (ii) agree to or become bound by any commitments, undertakings, concessions, indemnities, or other arrangements that could result
in expenses, liabilities, or other obligations to such Consenting Stakeholder, except (y) with respect to costs and expenses that
a Company Party has agreed to reimburse on terms satisfactory to such Consenting Stakeholder or (z) as expressly set forth and agreed
to in this Agreement or any Definitive Document;

  

 (i)               prevent
any Consenting Stakeholder by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory
filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like;

  

 (j)              prohibit
any Consenting Stakeholder from exercising any consent rights or their rights or remedies specifically reserved herein or in the Definitive
Documents, or from taking any action that is not materially inconsistent with this Agreement;

  

 (k)              limit
the rights or obligations of any Consenting First Lien Lender, Consenting PIK Noteholder, or Consenting Unsecured Convertible Noteholder
under, or constitute a waiver or amendment of any term or provision of, the Prepetition First Lien Credit Agreement, Prepetition PIK
Notes Indenture, or Prepetition Unsecured Convertible Notes Indenture, respectively;

  

 (l)              constitute
a termination or release of any Liens on, or security interests in, any of the assets or properties of the Company that secure the
obligations under the Prepetition First Lien Credit Agreement or the Prepetition PIK Notes Indenture, except as may be set forth in
any Definitive Document that is approved by the Bankruptcy Court; or

  

 (m)              require
any Consenting Stakeholder to pursue, or become a plaintiff in, any legal action, litigation, or other adversarial proceeding.

  

 Section 6.              Company’s
Commitments .

  

 6.01.           Affirmative
Commitments . Subject to Section  ‎ 6.03 , during the Agreement Effective
Period, each Company Party agrees to (in each case, consistent with the Milestones established hereby):

  

 (a)              pursue,
support, implement, and consummate the Restructuring Transactions in accordance herewith, and timely take all actions contemplated thereby
and as reasonably necessary to support and consummate the Restructuring Transactions, including (i) with respect to obtaining any
and all necessary regulatory or other third-party approvals to consummate the Restructuring Transactions and (ii) by using commercially
reasonable efforts to seek additional support for the Restructuring Transactions from its other material stakeholders (and consult with
the Consenting Stakeholders regarding the status and the material terms of any such negotiations);

  

 (b)              support
and take all steps reasonably necessary and desirable to facilitate solicitation of the Plan in accordance with this Agreement;

  

 (c)              to
the extent any legal or structural impediment arises that may prevent, hinder, or delay the consummation of any Restructuring Transaction,
support and take all steps reasonably necessary or desirable to address any such impediment, in each case, in a manner reasonably acceptable
to the Required Consenting First Lien Lenders, in consultation with the Required Consenting Noteholders;

  

 18

  

 (d)              use
commercially reasonable efforts to obtain, file, submit, or register all required regulatory or other third-party approvals, filings,
registrations, or notices that are necessary or advisable for the implementation or consummation of the Restructuring Transactions and
approval by the Bankruptcy Court of the Definitive Documents (as applicable);

  

 (e)              negotiate
in good faith and use commercially reasonable efforts to execute, deliver, and perform its obligations under the Definitive Documents
or any other agreements reasonably necessary or desirable to consummate the Restructuring Transactions in accordance with this Agreement
and the Definitive Documents;

 (f)              provide
counsel for the Consenting First Lien Lenders and counsel for the Consenting Noteholders drafts of all Definitive Documents that the
Debtors intend to File as soon as reasonably practicable, but in no event less than two Business Days (or such shorter period in light
of exigent circumstances) prior to such Filing;

  

 (g)              as
reasonably requested by the Required Consenting First Lien Lenders or Required Consenting Noteholders (which may be through the First
Lien Ad Hoc Group Advisors or Paul, Weiss), cause the Company’s advisors to inform or confer with one or more First Lien Ad Hoc
Group Advisors or Paul, Weiss as to: (i) the status and progress of the Restructuring Transactions, including progress in relation
to the negotiations of the Definitive Documents; (ii) the status of obtaining any necessary or desirable authorizations (including
any consents) with respect to the Restructuring Transactions from each Consenting Stakeholder, any competent judicial body, Governmental
Unit, or banking, taxation, supervisory, or regulatory body; (iii) the Company’s material business and financial performance;
and (iv) in the case of each of the immediately preceding clauses (i)–(iii), provide timely and reasonable responses to reasonable
diligence requests with respect to the foregoing, subject to any applicable restrictions and limitations set forth in any Confidentiality
Agreements then in effect;

  

 (h)              inform
counsel to the Consenting Stakeholders as soon as reasonably practicable (but in any event within two Business Days) after becoming aware
of (i) any matter or circumstance which they know or believe to be a material impediment to the implementation or consummation of
the Restructuring Transactions, (ii) any notice of any commencement of any material involuntary insolvency proceedings, legal suit
for payment of debt, or securement of security from or by any Entity in respect of any Company Party, (iii) any material breach
of any of the terms, conditions, representations, warranties, or covenants set forth herein (including a breach by any Company Party),
(iv) the receipt of a Consenting First Lien Lender Termination Notice, (v) the receipt of a Consenting Noteholder Termination
Notice, or (vi) any representation or statement made or deemed to be made by the Company hereunder is or proves to have been incorrect
or misleading in any material respect when made or deemed to be made;

  

 (i)              use
commercially reasonable efforts to maintain their good standing under the Laws of the state or other jurisdiction in which it is incorporated,
organized, or formed;

  

 19

  

 (j)              actively
oppose and object to the efforts of any Entity seeking to (i) object to, delay, impede, or take any other action to interfere with
the acceptance, implementation, or consummation of any Restructuring Transaction or (ii) apply the equitable doctrine of marshaling,
section 506(c) of the Bankruptcy Code, or section 552(b) of the Bankruptcy Code with respect to the DIP Facility or the Prepetition
Term Loans;

  

 (k)              except
as otherwise expressly set forth in, or otherwise contemplated by, this Agreement, use commercially reasonable efforts to (i) conduct
its businesses and operations only in the ordinary course in a manner that is materially consistent with past practices, any budget in
effect in accordance with a DIP Order, and in compliance with Law, (ii) maintain its physical assets, properties, and facilities
in their working order condition and repair as of the Execution Date, in the ordinary course, in a manner that is consistent with past
practices, and in compliance with Law (ordinary wear and tear and casualty and condemnation excepted), (iii) maintain its books
and records, (iv) maintain all insurance policies, or suitable replacements therefor, in full force and effect, in the ordinary
course, in a manner that is materially consistent with past practices, and in compliance with Law, and (v) preserve intact its business
organizations and relationships with third parties (including creditors, lessors, licensors, suppliers, distributors, and customers)
and employees, in the ordinary course, in a manner that is consistent in all material respects with past practices, and in compliance
with Law;

  

 (l)              cooperate
in good faith to structure and implement the Restructuring Transactions in a tax-efficient manner (taking into consideration the tax
impact to the Company Parties and the Consenting First Lien Lenders) and in accordance with the Restructuring Term Sheet;

  

 (m)              following
the Petition Date, and regardless of whether the Plan Effective Date has occurred, pay or reimburse in cash, all Transaction Expenses
due and owing pursuant to summary invoices delivered to the Company (or an advisor thereto) on a regular and continuing basis and, if
applicable, in accordance with, and subject to the terms set forth in, the DIP Orders or any other order of the Bankruptcy Court authorizing
such payment, it being understood that, in the event a Termination Date occurs with respect to the Company, the Company shall remain
obligated to pay outstanding Transaction Expenses that are accrued and unpaid as of, and through, such Termination Date;

  

 (n)              (i) inform
counsel to each Consenting Stakeholder in writing of receipt of such Alternative Restructuring Proposal within two Business Days thereof,
together with a copy of any such written Alternative Restructuring Proposal, including all annexes, ancillary terms, and other components
of such proposal, or a reasonably detailed summary of each oral proposal, including the identify of the Entity involved, (ii) provide
counsel to each Consenting Stakeholder reasonable updates as to the status and progress of such Alternative Restructuring Proposal, and
promptly respond to reasonable information requests from the Ad Hoc Groups and their advisors relating thereto, and (iii) inform
counsel to each Consenting Stakeholder in writing immediately upon the Company’s determination to pursue or not pursue any such
proposal, in each case, subject to any Confidentiality Agreements between the Company and the Entity submitting such proposal; and

  

 (o)              promptly
(and in any event within three Business Days) notify counsel to the First Lien Ad Hoc Group and Paul, Weiss in writing of (i) any
newly pending, threatened (in writing), or commenced litigation, arbitration, governmental investigation, or other proceeding against
any Company Party (or non-Party subsidiary thereof) involving Claims in excess of $1,000,000 (or involving Claims that the Company
reasonably determines may exceed $1,000,000), individually or in the aggregate or (ii) any existing litigation, arbitration, governmental
investigation, or other proceeding against any Company Party (or non-Party subsidiary thereof) that results in, or is reasonably likely
to result in, Claims in excess of $1,000,000, individually or in the aggregate, including any material updates or developments related
thereto.

  

 20

 6.02.          Negative
Commitments . Subject to Section 6.03 , during the Agreement Effective Period,
unless expressly permitted or contemplated hereby, the Company Parties shall not, without the Required Consenting First Lien Lenders’
prior written consent and, except with respect to subclauses (h)–(k) of this Section 6.02 , the Required Consenting Noteholders
(in the case of subclauses (h)–(k) of this Section 6.02 , to the extent applicable, such consent to not be unreasonably withheld,
conditioned, or delayed) ( provided , that, if the Required Consenting First Lien Lenders provide such prior written consent, then
it shall not be deemed a breach of this Agreement for the Company Parties to take action in accordance with such waiver; provided further ,
that in such case, the Required Consenting Noteholders shall have the right to terminate this Agreement in accordance with Section
10.02(q) , directly or indirectly, and shall not direct or enable any other Entity to:

  

 (a)              object
to, delay, impede, or take any other action that is inconsistent with or would frustrate approval, acceptance, implementation, or consummation
of any Restructuring Transaction;

  

 (b)              modify,
amend, supplement, waive, terminate, or execute any Definitive Document, in whole or in part, in a manner that is not materially consistent
with this Agreement;

  

 (c)              file
any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereto)
that, in whole or in part, is not consistent with this Agreement or any Definitive Document;

  

 (d)              seek,
solicit, propose, support, assist, engage in negotiations in connection with, or participate in the formulation, preparation, filing,
or prosecution of, any Alternative Restructuring Proposal;

  

 (e)              initiate,
or cause to be initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement,
or the Restructuring Transactions against the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise
permitted under this Agreement;

  

 (f)              seek
discovery in connection with, or prepare or commence an avoidance action or other legal proceeding that challenges, (i) the amount,
validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any Consenting Stakeholder or (ii) the
validity, enforceability, or perfection of any Lien or other encumbrance securing (or purporting to secure) any Company Claims/Interests
of any Consenting Stakeholder;

  

 (g)              seek
application of the equitable doctrine of marshaling, section 506(c) of the Bankruptcy Code, or section 552(b) of the Bankruptcy
Code with respect to the DIP Facility or the Prepetition Term Loans;

  

 (h)              except
to the extent required by this Agreement or otherwise required to consummate the Restructuring Transactions, make or change any tax election
(including a tax classification), change any annual tax accounting period, adopt or change any method of tax accounting, file any amended
tax return, enter into any closing agreement, settle any tax claim or assessment, surrender any right to claim a tax refund, offset,
or other reduction in tax liability, or consent to any extension or waiver of the limitation period applicable to any tax claim or assessment
that would materially affect the Company, any non-Party subsidiary thereof, or the Consenting Stakeholders;

  

 21

  

 (i)               prior
to the Plan Effective Date, (i) authorize, create, issue, sell, or grant any additional Interests or (ii) reclassify, recapitalize,
redeem, purchase, acquire, declare any distribution on, or make any distribution on any Interests;

  

 (j)               except
in connection with the Restructuring Transactions or in the ordinary course of business and consistent with past practice, or unless
disclosed to the Consenting Stakeholders in writing at least three Business Days prior to the Execution Date, incur any indebtedness
or guarantee any indebtedness of another Entity involving amounts greater than $500,000 in principal amount in the aggregate across
all such transactions; or

  

 (k)              except
in the ordinary course of business and consistent with past practice, or unless disclosed to the Consenting Stakeholders in writing at
least three Business Days prior to the Execution Date;

  

 (i)              sell
any assets (including any intellectual property) in a transaction or a series of transactions having a fair market value of $1,000,000
or greater;

  

 (ii)             terminate
or release (A) any obligors or guarantors of their obligations under the Prepetition First Lien Credit Agreement, Prepetition PIK
Notes Indenture, or Prepetition Unsecured Convertible Notes Indenture or (B) any Liens on, security interests in, or guarantees
of any of the Company’s assets that secure the obligations thereunder;

  

 (iii)             settle,
or agree to settlement terms regarding, any (A) material Claims or Causes of Action brought against any Company Party or any non-Party
subsidiary thereof (including those asserted by a Governmental Unit) or (B) Claims or Causes of Action brought against any Company
Party or any non-Party subsidiary thereof involving any Company Party or any non-Party subsidiary thereof being solely obligated, without
recourse against any third party, to pay principal amounts greater than $1,000,000 (though, for the avoidance of doubt, nothing herein
shall prohibit, prevent, or otherwise limit the Company’s or its non-Party subsidiaries’ ability to settle any Claims or
Causes of Action against it for which the consideration will be entirely paid by insurance or some other third party);

  

 (iv)            (A) enter
into or amend, establish, adopt, supplement, or otherwise materially modify or accelerate (1) any deferred compensation, incentive,
success, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans (including key employee incentive
programs, key employee retention plans, or plans of similar nature), or agreements, including offer letters, employment agreements, consulting
agreements, severance arrangements, or change-in-control arrangements with or for the benefit of any current or former director, officer,
manager, or agent or (2) any contracts, arrangements, or commitments that entitle any current or former director, officer, employee,
managing members, or member-managers, or any current attorney, accountant, investment banker, or other professional to indemnification
from the Company or any non-Party subsidiary thereof, (B) materially modify or terminate any existing compensation or benefit plans
or arrangements (including employment agreements), or (C) file a motion or seek other approval with respect to the immediately preceding
subclause (A) or (B), provided that the immediately preceding subclauses (A) (solely with respect to entry, establishment,
and adoption) and (C) shall not apply to the executive retention plan or key employee retention plan disclosed in the Company’s
8-K Current Report, dated May 13, 2026, as contemplated on such date;

  

 22

  

 (v)             materially
amend or change its existing organizational or other governing documents; or

  

 (vi)            (A) engage
in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of material indebtedness, or other similar transaction,
in each case, outside the ordinary course of business, (B) enter into any material contract or agreement, or amend, waive, or terminate
any such agreement, in each case, outside the ordinary course of business; or (C) reject any material agreement, contract, or lease
agreement pursuant to section 365 of the Bankruptcy Code.

  

 6.03.              Additional
Provisions Regarding the Company Parties’ Commitments .

  

 (a)             Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board
of managers, or similar governing body of a Company Party, to, in good faith and after consulting with counsel, take or refrain from
taking any action with respect to the Restructuring Transactions (including terminating this Agreement in accordance herewith) to the
extent taking or failing to take such action would be inconsistent with applicable Law, inconsistent with its corporate benefit, inconsistent
with the exercise of its fiduciary duties, or result in any criminal liability for the relevant Entity, and any such action or inaction
pursuant to this Section 6.03 shall not constitute or be deemed to constitute
a breach of this Agreement. The Company Parties shall provide prompt written notice (within two Business Days) of any determination made
in accordance with this Section 6.03(a) .

  

 (b)              Notwithstanding
anything to the contrary in this Agreement, each Company Party and its respective directors, officers, employees, investment bankers,
attorneys, accountants, consultants, and other advisors or representatives shall have the right to: (i)  consider, receive, analyze,
discuss, respond to, cooperate with, assist, participate in, facilitate, and negotiate any unsolicited Alternative Restructuring Proposals
received by any Company Party; (ii) provide access to non-public information concerning any Company Party to any Entity involved
in such proposal who requests such information and enters into Confidentiality Agreements with the Company in connection therewith; (iii) maintain
or continue discussions or negotiations with respect to such unsolicited Alternative Restructuring Proposals; and (iv) enter into
or continue discussions or negotiations with holders of Company Claims/Interests (including any Consenting Stakeholder), any other party
in interest in the Chapter 11 Cases (including any statutory committee or the United States Trustee), or any other Entity regarding the
Restructuring Transactions or such Alternative Restructuring Proposals. For the avoidance of doubt, this Section  ‎ 6.03 ‎ (b)  is
subject to Section  ‎ 6.01(n) .

  

 (c)              Nothing
in this Agreement shall, or shall be deemed to: (i) impair or waive the rights of any Company Party to assert or raise any objection
permitted under this Agreement in connection with the implementation of the Restructuring Transactions; (ii) affect the ability
of any Company Party to consult with any Consenting Stakeholder or any other party in interest in the Chapter 11 Cases (including any
statutory committee or the United States Trustee); (iii) prevent any Company Party from enforcing this Agreement or any Definitive
Document or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or any Definitive Document;
(iv) prevent the Company from taking any action that is required to comply with applicable Law or its fiduciary duties; (v) require
the Company to take any action which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional
privilege; (vi) be construed to prevent the Company from exercising any consent rights provided to it, or its rights or remedies
specifically reserved herein or in the Definitive Documents; or (vii) require the Company to pursue, or become a plaintiff in, any
legal action, litigation, or other adversarial proceeding.

  

 23

  

 Section 7.              Transfer
of Interests and Securities .

  

 7.01.           Transfers .
Except to the extent provided in Section  ‎ 7.02 or ‎ 7.04 , this Agreement shall not limit, restrict,
or otherwise affect a Consenting Stakeholder’s right, authority, or power to purchase or Transfer any Company Claims/Interests,
including any right, title, or interest in a Company Claim/Interest.

  

 7.02.           Transfer
Restrictions . During the Agreement Effective Period, and subject to the terms and conditions hereof, each Consenting Stakeholder
agrees, solely with respect to itself, as expressly identified and limited on its signature page or Joinder hereto, and not in any
other manner or with respect to any Affiliates, not to Transfer any right, title, or interest in a Company Claim/Interest, unless (a)(i) the
Transferee is Party hereto or (ii) if the Transferee is not already Party hereto, the Transferee agrees in writing to be
bound hereby by executing a Joinder and delivering executed copies thereof in accordance herewith and (b) the Transferee
is (i) a qualified institutional buyer as defined in rule 144A of the Securities Act, (ii) a non-U.S. person in an offshore
transaction as defined under Regulation S under the Securities Act, or (iii) an institutional accredited investor (as defined in
the Rules). Upon compliance with the requirements of this Section  ‎ 7.02 , including delivery of a Joinder (if applicable),
the transferor shall be deemed to relinquish its rights (and be released from its obligations) hereunder to the extent of such rights
and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of this ‎ Section 7
shall be void ab initio and each other Party shall have the right to enforce the voiding of such purported Transfer. Any Consenting
Stakeholder that (purportedly) makes a Transfer in violation of this ‎ Section 7 shall remain obligated hereunder
unless and until a Transfer is completed in accordance herewith.

  

 7.03.           General
Exception . Notwithstanding anything herein to the contrary, this ‎ Section 7 shall not apply to the grant of
any Lien or encumbrance on any right, title, or interest in any Company Claims/Interests in favor of a bank or broker-dealer holding
custody of any such right, title, or interest in the Company Claims/Interests in the ordinary course of business that is released upon
the Transfer of any such right, title, or interest in a Company Claim/Interest provided , that such grant of any Lien or encumbrance
does not adversely affect in any way such Consenting Stakeholder’s ability to perform its obligations under Sections 5.01(a)  or
 5.03(a)   at the time such obligations are required to be performed.

  

 24

  

 7.04.          Qualified
Marketmaker Exceptions .

  

 (a)              Notwithstanding
 Section  ‎ 7.02 , a Consenting Stakeholder may Transfer any right, title, or interest in its Company Claims/Interests
to an Entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker execute
a Joinder or be a Party hereto only if (i) such Consenting Stakeholder (or its advisor, including a First Lien Ad Hoc Group Advisor
or Paul, Weiss) provides notice of any such Transfer no later than the date that is two Business Days after such Transfer to the other
Parties’ counsel in accordance with Section  ‎ 13.10 and (ii) any subsequent Transfer by such Qualified
Marketmaker of the right, title, or interest in such Company Claims/Interests is to a Transferee that (A) is a Party hereto at the
time of such Transfer or (B) becomes a Party hereto in accordance with Section  ‎ 7.02 , and (C) the Transferee
is unaffiliated with such Qualified Marketmaker (and the Transfer documentation between the transferor Consenting Stakeholder and such
Qualified Marketmaker shall contain a requirement that provides as such).

  

 (b)              Notwithstanding
 Section  ‎ 7.04 ‎ (a) , a Qualified Marketmaker may Transfer any right, title, or interest in any Company
Claims/Interests that it acquires from a Party hereto to another Qualified Marketmaker without the requirement that the Transferee Qualified
Marketmaker execute a Joinder or be a Party hereto, only if the Transferee Qualified Marketmaker agrees that any subsequent Transfer
by such Transferee Qualified Marketmaker of the right, title, or interest in such Company Claims/Interests will be to a Transferee that
(i) is a Party hereto at the time of such Transfer or (ii) becomes a Party hereto by the date of settlement of such Transfer
by executing a Joinder pursuant to Section  ‎ 7.02 (and the Transfer documentation between the transferor Qualified
Marketmaker and such Transferee Qualified Marketmaker shall contain a requirement that provides as such).

  

 (c)              At
the time of a Transfer by any Consenting Stakeholder hereto of any Company Claims/Interests to a Qualified Marketmaker:

  

 (i)              if
such Company Claims/Interests may be voted in favor of the Plan, the Consenting Stakeholder transferring its Company Claims/Interests
must first timely and properly vote such Company Claims/Interests in accordance with the requirements of this Agreement or ensure that
such Qualified Marketmaker becomes Party hereto by executing a Joinder pursuant to Section  ‎ 7.02 ; and

  

 (ii)              to
the extent that a Qualified Marketmaker that is not otherwise a Party is eligible and entitled to vote the Company Claims/Interests acquired
pursuant to Section  ‎ 7.04 ‎ (a) , is not otherwise precluded from voting such Company Claims/Interests
in favor of the Plan, and receives a separate ballot for such Company Claims/Interests, such Qualified Marketmaker shall timely and properly
vote such Company Claims/Interests in favor of the Plan as contemplated hereunder.

  

 (d)              Notwithstanding
 Section  ‎ 7.02 , to the extent a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it
may Transfer any right, title, or interest in any Company Claims/Interests that it acquires from a holder thereof that is not a Party
hereto without the requirement that the Transferee execute a Joinder or be a Party hereto.

  

 25

  

 7.05.           Effect
of Delivery of Joinder . By executing and delivering a Joinder as provided under Section  ‎ 7.02 or ‎ 7.04 ,
a Transferee or other signatory thereof:

  

 (a)              becomes
and shall be treated for all purposes hereunder as a Party hereto with respect to the transferred Company Claims/Interests and with respect
to all other Company Claims/Interests that the Transferee holds or subsequently acquires, subject to Sections ‎ 7.03
and ‎ 7.04(d) ;

  

 (b)              agrees
to be bound by all terms of this Agreement; and

  

 (c)              is
deemed, without further action, to make to the other Parties the representations and warranties that the Parties make in ‎ Section 8
and ‎ Section 9 , in each case as of the date of the Joinder.

  

 7.06.           Effect
of Transfer . A Consenting Stakeholder that Transfers any right, title, or interest in any Company Claims/Interests in accordance
with the this ‎ Section 7 shall, subject to delivery of a Joinder with respect
thereto, be deemed to relinquish its rights and be released from its obligations hereunder solely to the extent of such transferred Company
Claims/Interests, though, for the avoidance of doubt, subject to Section  ‎ 13.19 ; provided , that in no event
shall such Transfer relieve any Consenting Stakeholder from liability for its breach or non-performance of its obligations hereunder
prior to such Transfer.

  

 7.07.          Additional
Claims . This Agreement shall not limit, restrict, or otherwise affect in any way a Consenting Stakeholder’s right, authority,
or power to acquire any additional Company Claims/Interests, and such acquired Company Claims/Interests shall automatically and immediately
upon acquisition by a Consenting Stakeholder (or Affiliate thereof) be deemed to be subject to the terms hereof, subject to Sections
 ‎ 7.03 and ‎ 7.04(d) .
During the Agreement Effective Period, to the extent a Consenting Stakeholder acquires additional Company Claims/Interests, such Party
(or its advisor, including a First Lien Ad Hoc Group Advisor or Paul, Weiss) shall provide notice of any such acquisition (including
the amount and type of Company Claims/Interests acquired) and deliver a current list of its Company Claims/Interests to the Company’s
counsel and, in the case of a Consenting First Lien Lender, counsel to the First Lien Ad Hoc Group, within three Business Days of such
acquisition.

  

 7.08.           No
Obligation . This ‎ Section 7 does not impose any obligation on the Company
to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder
to Transfer any of its Company Claims. Notwithstanding anything to the contrary herein, if the Company and another Party have entered
into a Confidentiality Agreement, or if section 11.12 of the Prepetition First Lien Credit Agreement applies to such Party, the terms
of such Confidentiality Agreement or section 11.12 of the Prepetition First Lien Credit Agreement shall continue to apply and remain
in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations of the Company otherwise
arising under such Confidentiality Agreements or section 11.12 of the Prepetition First Lien Credit Agreement.

  

 7.09.           The
Company hereby consents to any Transfer of Term Loans effected or purported to be effected prior to the Execution Date (or for which
the conditions to effectiveness of such Transfer other than a Company Party’s consent have been met prior to the Execution Date)
by or to a Consenting Stakeholder, that are identified in writing by a First Lien Ad Hoc Group Advisor to the Company or any of its advisors
at least one Business Day prior to the Execution Date. The Company hereby agrees that each Consenting Stakeholder is permitted to Transfer
and acquire Term Loans, either on assignment or participation, without further consent of any Company Party, to the extent such approval
would otherwise be required under the Prepetition First Lien Credit Agreement, and this Section  ‎ 7.09
shall serve as evidence of the Company’s consent for purposes of any such requirement. The Company further agrees to use best efforts
to promptly execute additional consent documentation in respect of such Transfers to the extent reasonably requested by a Consenting
Stakeholder. For the avoidance of doubt, other than with respect to the consents described in this Section  ‎ 7.09 ,
this Section  ‎ 7.09 is subject to the applicable Transfer requirements or
restrictions set forth in ‎ Section 7 and in the Prepetition First Lien Credit
Agreement.

  

 26

  

 Section 8.              Consenting
Stakeholders’ Representations and Warranties . Each Consenting Stakeholder severally, and not jointly, represents and warrants
that, as of the Agreement Effective Date applicable to it, and as of the Plan Effective Date:

  

 (a)              it
is, or is the Affiliate of, the beneficial owner (including open purchases but excluding open sales) of the aggregate principal amount
of the Company Claims/Interests or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests
reflected in, and, having made reasonable inquiry, is not the beneficial owner of any Company Claims/Interests other than those reflected
in, such Consenting Stakeholder’s signature page or Joinder to this Agreement, as applicable (as may be updated pursuant to
 ‎‎ Section 7 );

  

 (b)              it
has the full power and authority to act on behalf of, vote, and consent to matters concerning, such Company Claims/Interests;

  

 (c)              such
Company Claims/Interests are free and clear of any pledge, Lien, security interest, charge, claim, equity, option, proxy, voting restriction,
right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any
way such Consenting Stakeholder’s ability to perform any of its obligations under this Agreement at the time such obligations are
required to be performed;

  

 (d)              it
has the full power to vote, approve changes to, and Transfer all of its Company Claims/Interests as contemplated by this Agreement, subject
to applicable Law;

  

 (e)              it
has made no Transfer of, and has not entered into any agreement to Transfer, in whole or in part, any portion of its right, title, or
interests in its Company Claims/Interests;

  

 (f)              it
is a sophisticated party with respect to the subject matter of this Agreement and the Restructuring Transactions;

  

 (g)              solely
with respect to holders of Company Claims/Interests, (i) it is either (A) a qualified institutional buyer as defined in Rule 144A
of the Securities Act, (B) not a U.S. person (as defined in Regulation S of the Securities Act), or (C) an institutional accredited
investor (as defined in the Rules) and (ii) any securities acquired by the Consenting Stakeholder (or its designated Affiliate)
in connection with the Restructuring Transactions will have been acquired for investment and not with a view to distribution or resale
in violation of the Securities Act; and

  

 27

  

 (h)              (i) it
has reviewed, or has had the opportunity to review, with the assistance of professional and legal advisors of its choosing, all information
it deems necessary and appropriate for such Consenting Stakeholder to evaluate the financial and other risks inherent in the Restructuring
Transactions and has such knowledge and experience in financial and business matters of this type that it is capable of evaluating the
merits and risks of entering into this Agreement and the Restructuring Transactions and of making an informed investment decision in
connection therewith, and its decision to execute this Agreement and participate in any of the Restructuring Transactions contemplated
hereby has been based upon such of its own independent review and analysis of the business and affairs of the Company Parties and the
Restructuring Transactions that it considers sufficient and reasonable for purposes of entering into this Agreement and the Restructuring
Transactions, and such decision is not in reliance upon any representations or warranties of any other Party (or any such other Party’s
financial, legal, or other professional advisors), other than such express representations and warranties of the Parties contained herein;
(ii) it understands that the securities contemplated by this Agreement and the Restructuring Transactions have not been, and are
not contemplated to be, registered under the Securities Act and may not be resold without registration under the Securities Act except
pursuant to a specific exemption from the registration provisions of the Securities Act; and (iii) it is not acquiring the securities
contemplated by this Agreement and the Restructuring Transactions as a result of any advertisement, article, notice, or other communication
regarding such securities published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general advertisement.

  

 Section 9.              Mutual
Representations, Warranties, and Covenants . Each Party, severally, and not jointly, represents and warrants that, as of the Agreement
Effective Date applicable to it, and as of the Plan Effective Date:

  

 (a)              it
is validly existing and in good standing under the Laws of the state of its organization, incorporation, or formation, and this Agreement
is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may
be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

  

 (b)              except
as expressly provided in this Agreement, any Definitive Documents, or the Bankruptcy Code, no consent or approval is required by any
other Entity in order for it to effectuate any Restructuring Transaction, or to perform its respective obligations under this Agreement;

  

 (c)              the
entry into and performance by it of this Agreement or the Restructuring Transactions do not, and will not, conflict in any material respect
with any Law or regulation applicable to it or with any of its articles of association, memorandum of association, or other constitutional
or organizational documents;

  

 (d)              it
has (or will have, at the relevant time) all requisite corporate or other power and authority to enter into, execute, and deliver this
Agreement and to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;
and

  

 (e)              it
is not party to any restructuring or similar agreement or arrangement with any other Party that has not been disclosed to all Parties.

  

 28

  

 Section 10.              Termination
Events .

  

 10.01.         Consenting
First Lien Lender Termination Events . This Agreement may be terminated with respect to all Parties by the Required Consenting First
Lien Lenders by delivering to the Company’s counsel written notice (a “ Consenting First Lien Lender Termination Notice ”)
in accordance with Section  ‎ 13.10 of the occurrence of any of the following events (unless waived in writing by
the Required Consenting First Lien Lenders in their sole discretion):

  

 (a)              (i) the
breach hereof in any material respect by any Company Party or (ii) the breach hereof by Consenting Noteholders which would result
in non-breaching Consenting Noteholders owning or controlling less than 66.67% of any class of outstanding Prepetition Notes
Claims, which breach, in either case, remains uncured (to the extent curable) for five Business Days after delivery of a Consenting First
Lien Lender Termination Notice detailing any such breach;

  

 (b)              the
issuance by any Governmental Unit, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable
ruling or order that (i) enjoins or would reasonably be expected to prevent the consummation of a material portion of the Restructuring
Transactions and (ii) such ruling or order either (A) has been issued at the request of any Company Party in contravention
hereof or (B) remains in effect for 10 Business Days after delivery of a related Consenting First Lien Lender Termination Notice;

  

 (c)              the
Bankruptcy Court grants relief, or any Company Party or Consenting Noteholders representing a material portion of the Prepetition Notes
seeks relief (without the prior written consent of the Required Consenting First Lien Lenders), that is materially inconsistent with
this Agreement in any material respect, including by entering (or seeking) an order granting the DIP Motion or confirming the Plan which
order is not a DIP Order or the Confirmation Order, respectively (i.e., such order does not comply with Section  ‎ 3.02 ),
and such order remains in effect or such request is not withdrawn (or amended to comply herewith) within five Business Days after delivery
of a related Consenting First Lien Lender Termination Notice;

  

 (d)              the
Bankruptcy Court enters, or any Company Party or Consenting Noteholders representing a material portion of the Prepetition Notes Files
(without the prior written consent of the Required Consenting First Lien Lenders) a motion or application seeking, an order, (i) converting
one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded
powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in any Chapter 11 Case, (iii) rejecting
this Agreement; (iv) dismissing a Chapter 11 Case, or (v) reversing or vacating the Confirmation Order or any other order which
is a Definitive Document;

  

 (e)              any
Company Party (i) withdraws, revokes, or otherwise modifies any Restructuring Transaction or Definitive Document, including by withdrawing
the Plan or Disclosure Statement or modifying the same in a manner inconsistent herewith, (ii) files, proposes, approves, or otherwise
supports, or enters into a term sheet or definitive documentation with respect to, an Alternative Restructuring Proposal, or (iii) in
either case, supports the same or publicly announces its intention to do the same;

  

 29

  

 (f)              the
Company fails to meet a Milestone, which has not been waived or extended in accordance with this Agreement, unless such failure is the
result of any act, omission, or delay on the part of the terminating Consenting First Lien Lender in violation hereof;

  

 (g)              any
Debtor loses the exclusive right to file or solicit acceptances of a plan of reorganization;

  

 (h)              any
Company Party or Consenting Noteholders representing a material portion of the Prepetition Notes executes, Files, or delivers any Definitive
Document that is not, or amends or otherwise modifies this Agreement or any Definitive Document in a manner that is not, consistent with
this Agreement or otherwise reasonably acceptable to the Required Consenting First Lien Lenders (subject to Section  ‎ 3.02 );

  

 (i)              any
Company Party or Consenting Noteholders representing a material portion of the Prepetition Notes (i) Files any motion seeking to
avoid, disallow, subordinate, or recharacterize any Company Claim/Interest held by any Consenting First Lien Lender or (ii) supports
any application, adversary proceeding, or Cause of Action referred to in the immediately preceding clause (i) filed by a third party,
or consents to the standing of any such third party to bring such application, adversary proceeding, or Cause of Action;

  

 (j)              any
Company Party, except as contemplated hereby and without the Required Consenting First Lien Lenders’ written consent, (i) voluntarily
commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, receivership,
reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar
Law now or hereafter in effect, (ii) is the subject of an involuntary case under the Bankruptcy Code that is not dismissed or withdrawn
within 45 days of the commencement of such proceeding, or any Company Party consents to the institution of, or fails to contest in a
timely and appropriate manner, any involuntary proceeding or petition described in the preceding clause (i), (iii) applies for or
consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or
similar official with respect to any Company Party or for a substantial part of such Company Party’s assets, (iv) makes a
general assignment or arrangement for the benefit of creditors, or (v) takes any corporate action for the purpose of authorizing
any of the foregoing;

 (k)            the
Bankruptcy Court enters an order invalidating, disallowing, subordinating, recharacterizing, or limiting, as applicable, any Company
Claim/Interest held by any Consenting First Lien Lender and such order is not reversed or stayed after 14 days from the Bankruptcy Court’s
entry; provided , that (x) only the affected Consenting First Lien Lender may exercise the termination right under this clause
(j) (notwithstanding anything to the contrary contained in this Section ‎10.01 ) and (y) such termination shall be effective
only as to such affected Consenting First Lien Lender and shall not terminate this Agreement as to any other Party;

  

 (l)              the
Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in Section 362 of the Bankruptcy
Code) with regard to any material asset (other than with respect to insurance proceeds) of any Debtor and such order materially and adversely
affects any Company Party’s ability to operate its business in the ordinary course or to consummate the Restructuring Transactions
and such order is not reversed or stayed after 14 days from the Bankruptcy Court’s entry;

  

 (m)              this
Agreement is terminated as to any Company Party, including if a Company Party terminates this Agreement in accordance with Section  ‎ 6.03 ;

  

 (n)              if
at any time the Consenting PIK Noteholders own or control less than 66.67% in aggregate principal amount of all outstanding Prepetition
PIK Notes Claims;

  

 30

  

 (o)              if
at any time the Consenting Unsecured Convertible Noteholders own or control less than 66.67% in aggregate principal amount of all outstanding
Prepetition Unsecured Convertible Notes Claims;

  

 (p)              following
the solicitation of votes on the Plan, the Consenting PIK Noteholders and Consenting Unsecured Convertible Noteholders that have not
breached or terminated this Agreement (or as to which this Agreement has not been terminated) no longer comprise more than one-half in
number of the holders of Prepetition PIK Notes Claims or Prepetition Unsecured Convertible Notes Claims, respectively, that have actually
voted to accept or reject the Plan;

  

 (q)              (i) a
default or event of default has occurred and is continuing under, and has not been waived or timely cured in accordance with, the DIP
Facility, (ii) any DIP Order is entered in a form not acceptable to the Required Consenting Stakeholders, (iii) any DIP Order
is reversed, stayed, dismissed, vacated, reconsidered, modified, or amended in a manner that is not approved by the Required Consenting
Stakeholders, or (iv) the DIP Facility is terminated in accordance with its terms;

  

 (r)               the
Company fails to pay any and all due and outstanding First Lien Ad Hoc Group Fees and Expenses, as and when required hereby, and such
First Lien Ad Hoc Group Fees and Expenses have not been paid within seven Business Days of receipt by the Company of written notice of
such nonpayment; or

  

 (s)             any
Company Party, or the board of directors, board of managers, or similar governing body of any Company Party, determines in good faith,
after consulting with counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise
of its fiduciary duties or applicable Law, (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring
Proposal, or (iii) sends notice of the type contemplated in the last sentence of ‎Section ‎6.03(a) .

  

 10.02.         Consenting
Noteholder Termination Events. This Agreement may be terminated with respect to the Consenting Noteholders by the Required Consenting
Noteholders by delivering to the Company’s counsel written notice (a “ Consenting Noteholder Termination Notice ”)
in accordance with Section ‎13.10 of the occurrence of any of the following events (unless waived in writing by the Required
Consenting Noteholders in their sole discretion):

  

 (a)              the
breach hereof in any material respect by any Company Party or Consenting First Lien Lenders that would result in non-breaching Consenting
First Lien Lenders owning or controlling less than 66.67% in aggregate principal amount of all outstanding Prepetition First Lien Claims,
which breach remains uncured (to the extent curable) for five Business Days after delivery of a Consenting Noteholder Termination Notice
detailing any such breach;

  

 (b)              the
issuance by any Governmental Unit, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable
ruling or order that (i) enjoins or would reasonably be expected to prevent the consummation of a material portion of the Restructuring
Transactions and (ii) such ruling or order either (A) has been issued at the request of any Company Party in contravention
hereof or (B) remains in effect for 10 Business Days after delivery of a related Consenting Noteholder Termination Notice;

  

 31

  

 (c)             the
Bankruptcy Court grants relief, or any Company Party or Consenting First Lien Lenders representing a material portion of the Prepetition
First Lien Claims seeks relief (without the prior written consent of the Required Consenting Noteholders), that is materially inconsistent
with this Agreement in any material respect, including by entering (or seeking) an order granting the DIP Motion or confirming the Plan
which order is not a DIP Order or the Confirmation Order, respectively (but solely to the extent the Consenting Noteholders have consent
or approval rights under Section ‎3.02 with respect thereto), and such order remains in effect or such request is not withdrawn
(or amended to comply herewith) within five Business Days after delivery of a related Consenting Noteholder Termination Notice;

  

 (d)              the
Bankruptcy Court enters, or any Company Party or Consenting First Lien Lenders representing a material portion of the Prepetition First
Lien Claims Files (without the prior written consent of the Required Consenting Noteholders) a motion or application seeking, an order,
(i) converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner
with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in any Chapter
11 Case, (iii) rejecting this Agreement; (iv) dismissing a Chapter 11 Case, or (v) reversing or vacating the Confirmation
Order or any other order which is a Definitive Document;

 (e)             any
Company Party (i) withdraws, revokes, or otherwise modifies any Restructuring Transaction or Definitive Document (but solely to
the extent the Consenting Noteholders have consent or approval rights under Section ‎3.02 with respect thereto), including
by withdrawing the Plan or Disclosure Statement or modifying the same in a manner inconsistent herewith, (ii) files, proposes, approves,
or otherwise supports, or enters into a term sheet or definitive documentation with respect to, an Alternative Restructuring Proposal,
or (iii) in either case, supports the same or publicly announces its intention to do the same;

  

 (f)              any
Debtor loses the exclusive right to file or solicit acceptances of a plan of reorganization;

 (g)             any
Company Party or the Consenting First Lien Lenders representing a material portion of the Prepetition First Lien Claims executes, Files,
or delivers any Definitive Document that is not, or amends or otherwise modifies this Agreement or any Definitive Document in a manner
that is not, consistent with the Consenting Noteholder’s consent or approval rights under Section ‎3.02 ;

  

 (h)             any
Company Party, or the Consenting First Lien Lenders representing a material portion of the Prepetition First Lien Claims, (i) Files
any motion seeking to avoid, disallow, subordinate, or recharacterize any Company Claim/Interest held by any Consenting Noteholder or
(ii) supports any application, adversary proceeding, or Cause of Action referred to in the immediately preceding clause (i) filed
by a third party, or consents to the standing of any such third party to bring such application, adversary proceeding, or Cause of Action;

  

 (i)              any
Company Party, except as contemplated hereby and without the Required Consenting Noteholders’ written consent, (i) voluntarily
commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, receivership,
reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar
Law now or hereafter in effect, (ii) is the subject of an involuntary case under the Bankruptcy Code that is not dismissed or withdrawn
within 45 days of the commencement of such proceeding, or any Company Party consents to the institution of, or fails to contest in a
timely and appropriate manner, any involuntary proceeding or petition described in the preceding clause (i), (iii) applies for or
consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or
similar official with respect to any Company Party or for a substantial part of such Company Party’s assets, (iv) makes a
general assignment or arrangement for the benefit of creditors, or (v) takes any corporate action for the purpose of authorizing
any of the foregoing;

  

 32

  

 (j)              the
Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in Section 362 of the Bankruptcy
Code) with regard to any material asset (other than with respect to insurance proceeds) of any Debtor and such order materially and adversely
affects any Company Party’s ability to operate its business in the ordinary course or to consummate the Restructuring Transactions
and such order is not reversed or stayed after 14 days from the Bankruptcy Court’s entry;

  

 (k)             if
at any time the Consenting First Lien Lenders own or control less than 66.67% in aggregate principal amount of all outstanding Prepetition
First Lien Claims;

  

 (l)              this
Agreement is terminated as to any Company Party, including if a Company Party terminates this Agreement in accordance with Section ‎6.03 ;

  

 (m)          the
obligations under the DIP Facility have been accelerated following a default or event of default under the DIP Documents;

 (n)             the
Company fails to pay any and all due and outstanding Ad Hoc Noteholder Group Fees and Expenses, as and when required hereby, and such
Ad Hoc Noteholder Group Fees and Expenses have not been paid within seven Business Days of receipt by the Company of written notice of
such nonpayment;

 (o)            any
Company Party, or the board of directors, board of managers, or similar governing body of any Company Party, determines in good faith,
after consulting with counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise
of its fiduciary duties or applicable Law, (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring
Proposal, or (iii) sends notice of the type contemplated in the last sentence of ‎ Section ‎ 6.03(a) ;

 (p)            the
Plan Effective Date does not occur within 75 days after the Petition Date, it being understood that the Parties will negotiate in good
faith to waive this requirement in order to permit consummation of the Restructuring Transactions in an efficient manner; or

 (q)            the
Required Consenting First Lien Lenders, but not the Required Consenting Noteholders, waive a covenant in Section ‎ 6.02
over which the Required Consenting Noteholders have a consent right over, and the Company acts in accordance with such waiver; provided ,
that any termination effected pursuant to this subclause (p) shall only take effect 10 Business Days after delivery of the related
Consenting Noteholder Termination Notice.

 10.03.        Company
Party Termination Events . Any Company Party may terminate this Agreement as to all Parties by delivering written notice to all other
Parties (or their counsel) in accordance with Section  ‎ 13.10 (a “ Company Termination Notice ”)
of the occurrence of any of the following events (unless waived in writing by the Company in its sole discretion); provided , that
notwithstanding anything to the contrary in this Section 10.03 , the Company may not exercise any termination right set forth
in this Section 10.03 to the extent that the applicable event or circumstance giving rise to such termination right was
caused by, directed by, or requested by any Company Party (or any Affiliate thereof) or any Entity acting at the direction thereof for
the purpose of creating or facilitating a right to terminate this Agreement:

  

 (a)              the
breach in any material respect by a Consenting First Lien Lender that would result in the non-breaching Consenting First Lien Lenders
owning or controlling less than 66.67% in aggregate principal amount of all outstanding Prepetition First Lien Claims, which breach,
in each case, remains uncured (to the extent curable) for five Business Days after delivery of the related Company Termination Notice;

  

 33

  

 (b)              (i) the
breach in any material respect by a Consenting PIK Noteholder that would result in the non-breaching Consenting PIK Noteholders owning
or controlling less than 66.67% in aggregate principal amount of all outstanding Prepetition PIK Notes Claims, which breach, in each
case, remains uncured (to the extent curable) for five Business Days after delivery of the related Company Termination Notice or (ii) if
at any time the Consenting PIK Noteholders own or control less than 66.67% in aggregate principal amount of all outstanding Prepetition
PIK Notes Claims; provided , that the Company’s termination right pursuant to this Section 10.03 ‎ (b)  shall
only apply to the Consenting PIK Noteholders, and shall not enable the Company to terminate this Agreement as to any other Party;

  

 (c)              (i) the
breach in any material respect by a Consenting Unsecured Convertible Noteholder that would result in the non-breaching Consenting Unsecured
Convertible Noteholders owning or controlling less than 66.67% in aggregate principal amount of all outstanding Prepetition Unsecured
Convertible Notes Claims, which breach, in each case, remains uncured (to the extent curable) for five Business Days after delivery of
the related Company Termination Notice or (ii) if at any time the Consenting Unsecured Convertible Noteholders own or control less
than 66.67% in aggregate principal amount of all outstanding Prepetition Unsecured Convertible Notes Claims; provided , that the
Company’s termination right pursuant to this Section 10.03(c)  shall only apply to the Consenting Unsecured Convertible
Noteholders, and shall not enable the Company to terminate this Agreement as to any other Party;

  

 (d)              following
the solicitation of votes on the Plan, the Consenting PIK Noteholders and Consenting Unsecured Convertible Noteholders that have not
breached or terminated this Agreement (or as to which this Agreement has not been terminated) no longer comprise more than one-half in
number of the holders of Prepetition PIK Notes Claims or Prepetition Unsecured Convertible Notes Claims, respectively, that have actually
voted to accept or reject the Plan;

  

 (e)              the
issuance by any Governmental Unit, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable
ruling or order that (i) enjoins or would reasonably be expected to prevent the consummation of a material portion of the Restructuring
Transactions and (ii) such ruling or order either (A) has been issued at the request of a Consenting Stakeholder in contravention
hereof or (B) remains in effect for 10 Business Days after delivery of a related Company Termination Notice;

  

 (f)              the
Bankruptcy Court grants relief, or the Consenting First Lien Lenders comprising the Required Consenting First Lien Lenders seek relief
(without the Company’s prior written consent), that is materially inconsistent with this Agreement in any material respect, including
by entering (or seeking) an order granting the DIP Motion or confirming the Plan which order is not a DIP Order or the Confirmation Order,
respectively (i.e., such order does not comply with Section ‎3.02 ), and such order remains in effect or such request
is not withdrawn (or amended to comply herewith) within five Business Days after delivery of a related Company Termination Notice;

  

 34

  

 (g)              the
board of directors, board of managers, or similar governing body of any Company Party determines in good faith, after consulting with
counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary
duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal, and such
determination is not rescinded within three Business Days after delivery of a related Company Termination Notice;

  

 (h)              the
Bankruptcy Court enters an order denying confirmation of the Plan and such order shall not have been reversed or vacated within fourteen
(14) days of entry; or

  

 (i)              the
entry of an order by the Bankruptcy Court or the filing of a motion or application by any Consenting First Lien Lender, (i) converting
one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded
powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter
11 Cases of a Company Party, or (iv) dismissing one or more of the Chapter 11 Cases of a material Company Party.

  

 10.04.        Mutual
Termination . This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement among (a) the
Required Consenting First Lien Lenders, (b) the Required Consenting Noteholders, (c) each Company Party.

  

 10.05.        Automatic
Termination . This Agreement shall terminate automatically without any further required action or notice upon the Plan Effective Date.

  

 10.06.        Effect
of Termination . Upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force and effect as
to such Party and each Party subject to such termination shall, except as otherwise expressly provided in this Agreement or any Definitive
Document, be released from its liabilities, obligations, commitments, undertakings, and agreements under or related to this Agreement,
shall have no further rights, benefits, or privileges hereunder, and shall have the rights and remedies that it would have had, had it
not entered into this Agreement, and no such rights or remedies shall be deemed waived pursuant to a claim of laches or estoppel, and
shall be entitled to take all actions, whether with respect to the Restructuring Transactions or otherwise, that it would have been entitled
to take had it not entered into this Agreement, including with respect to any Company Claims/Interests or Causes of Action. Upon the
occurrence of a Termination Date prior to the Confirmation Order being entered by a Bank…