ORDER (I) APPROVING (A) THE DEBTORS’ DISCLOSURE STATEMENT PURSUANT TO SECTIONS 1125 AND 1126(b) OF THE BANKRUPTCY
CODE, (B) SOLICITATION OF VOTES AND VOTING PROCEDURES
AND (C) FORMS OF BALLOTS AND OPT OUT NOTICES AND
(II) CONFIRMING DEBTORS’ SECOND AMENDED JOINT PREPACKAGED
PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

The Debtors’   Third Amended Joint Prepackaged Plan of Reorganization under Chapter 11 of the Bankruptcy Code , dated April 6, 2017 (as supplemented by the Plan Supplement (as defined below), and as otherwise amended, supplemented or modified in accordance with the terms of thereof and this Confirmation Order, the “ Prepackaged Plan ”) ² (attached hereto as Appendix A ), having been filed with this Court (the “ Court ”) on March 30, 2017 [D.I. 435-1] by Bonanza Creek Energy, Inc. (“ BCEI ”) and its subsidiaries that are debtors and debtors in possession in these proceedings (collectively, the “ Debtors ”); and the Debtors’  Disclosure Statement for Debtors’ Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code , dated December 23, 2016 and filed with the Court on

¹ The Debtors and debtors in possession in these cases and the last four digits of their respective Employer Identification Numbers are: Bonanza Creek Energy, Inc. (0631), Bonanza Creek Energy Operating Company, LLC (0537), Bonanza Creek Energy Resources, LLC (6378), Holmes Eastern Company, LLC (5456), Rocky Mountain Infrastructure, LLC (6659), Bonanza Creek Energy Upstream LLC (6378) and Bonanza Creek Energy Midstream, LLC (6378). The Debtors’ mailing address is 410 17th Street, Suite 1400, Denver, Colorado 80202.

² Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to such terms in the Prepackaged Plan.

January 4, 2017 [D.I. 21] (the “ Disclosure Statement ”) (as supplemented by the Supplement to Disclosure Statement for Debtors’ Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code filed with the Court on January 26, 2017 [D.I. 192-1] (the “ Disclosure Statement ”); and appropriate ballots for voting on the Prepackaged Plan (the “ Ballots ”) and the Notice of (A) Non-Voting Status With Respect to the Debtors’ Plan and (B) Election to Opt Out of Voluntary Release of Claims by Holders of Existing Equity Interests (the “ Equity Release Consent Notice ”), in the forms attached as Exhibits B and C to the Motion of Debtors for an Order (i) Scheduling a Combined Hearing to Consider (a) Approval of Disclosure Statement and (b) Confirmation of Prepackaged Plan, (ii) Establishing Objection Deadline to Object to Disclosure Statement and Prepackaged Plan, (iii) Approving Form and Manner of Notice of Combined Hearing, Objection Deadline and Notice of Commencement, (iv) Approving Procedures for Holders of Existing Equity Interests to Opt Out of Releases, (v) Approving Solicitation Procedures and Forms of Ballots, (vi) Conditionally Waiving Requirement of Filing Statement of Financial Affairs and Schedules of Assets and Liabilities and (vii) Conditionally Waiving Requirement to Convene Section 341 Meeting of Creditors (the “ Combined Hearing Motion ”) having been filed with the Court on January 4, 2017 [D.I. 14] by the Debtors; and the Court having entered, after due notice and a hearing, pursuant to sections 105, 341, 363, 521, 1126 and 1128 of title 11 of the United States Code (the “ Bankruptcy Code ”), Rules 1007, 3017, 6003 and 6004 of the Federal Rules of Bankruptcy Procedure (the “ Bankruptcy Rules ”) and Local Rules 1001-1(c), 1007-1 and 1007-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Procedure of the United States Bankruptcy Court for the District of Delaware (the “ Local Rules ”), an order dated January 26, 2017 (as amended by the Revised Scheduling Order entered by the Court on February 14, 2017 [D.I. 273], the Second

Revised Scheduling Order entered by the Court on February 27, 2017 [D.I. 298] and the Third Revised Scheduling Order entered by the Court on March 17, 2017 [D.I. 393], the “ Scheduling Order ”) (i) scheduling a hearing to consider approval of the Disclosure Statement (the “ Disclosure Statement Hearing ”) and confirmation of the Prepackaged Plan (the “ Confirmation Hearing ” and together with the Disclosure Statement Hearing, the “ Combined Hearing ”), (ii) establishing an objection deadline to object to the Disclosure Statement and the Prepackaged Plan, (iii) approving the form and manner of notice of the Combined Hearing (such notice, the “ Combined Hearing Notice ”), the objection deadline and the notice of commencement, (iv) approving procedures for holders of existing equity interests to opt out of the releases, (v) approving the solicitation procedures and forms of Ballots, (vi) conditionally waiving the requirement of filing statements of financial affairs and schedules of assets and liabilities and (vii) conditionally waiving the requirement to convene a section 341 meeting of creditors, which, among other things, scheduled the Combined Hearing; and the Combined Hearing Notice having been served on all holders of Claims against and Interests in the Debtors and other parties in interest in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Scheduling Order, as established by the affidavits of service, mailing and/or publication filed with the Court, including the Affidavit of Service of Solicitation Materials filed on January 6, 2017 [D.I. 94] (the “ Solicitation Affidavit ”), the Affidavit of Service filed on January 11, 2017 [D.I. 123] (the “ Combined Hearing Motion Affidavit ”), the Supplemental Affidavit of Service filed on January 24, 2017 [D.I. 157] (the “ Supplemental Solicitation Affidavit ”), the Supplemental Affidavit of Service filed on February 2, 2017 [D.I. 223] (the “ Second Supplemental Solicitation Affidavit ”), the Affidavit of Publication filed on February 21, 2017 [D.I. 290] (the “ Publication Affidavit ”), the Affidavit

of Service filed on January 31, 2017 [D.I. 215] (the “ Combined Hearing Affidavit ”), the Affidavit of Service filed on February 3, 2017 [D.I. 230] (the “ Combined Hearing and Disclosure Statement Affidavit ”), the Supplemental Affidavit of Service filed on February 10, 2017 [D.I. 263] (the “ Supplemental Combined Hearing Affidavit ”), the Affidavit of Service filed on February 16, 2017 [D.I. 280] (the “ Revised Scheduling Order Affidavit ”), the Supplemental Affidavit of Service filed on February 16, 2017 [D.I. 281] (the “ Second Supplemental Combined Hearing Affidavit ”), the Supplemental Affidavit of Service filed on February 16, 2017 [D.I. 282] (the “ Third Supplemental Combined Hearing Affidavit ”), the Supplemental Affidavit of Service filed on February 20, 2017 [D.I. 287] (the “ Fourth Supplemental Combined Hearing Affidavit ”), the Affidavit of Service filed on March 1, 2017 [D.I. 307] (the “ Second Revised Scheduling Order Affidavit ”), the Supplemental Affidavit of Service filed on March 2, 2017 [D.I. 309] (the “ Fifth Supplemental Combined Hearing Affidavit ”) (the foregoing affidavits of service and publication, the “ Notice Affidavits ”); and the Debtors having provided a copy of the Disclosure Statement and appropriate Ballots to all holders of Claims in Classes 1C-7C (RBL Credit Facility Secured Claims), Class 1D (General Unsecured Claims against Bonanza Creek), Class 2D (General Unsecured Claims against Bonanza Creek Operating) and Classes 3D-7D (General Unsecured Claims against Debtors other than Bonanza Creek and Bonanza Creek Operating) (collectively, the “ Voting Classes ”); and the Debtors having provided a copy of the Equity Release Consent Notice to all holders of Existing Equity Interests; and the various schedules to the Prepackaged Plan and the Plan Supplement having been filed and served as required by the Prepackaged Plan; and the Court having entered the Order (I) Approving the Rights Offering Procedures and Related Forms, (II) Authorizing the Debtors to Conduct the Rights Offering in Connection with the Debtors’ Joint Prepackaged Plan

of Reorganization, and (III) Granting Related Relief on April 7, 2017 (the “ Rights Offering Approval Order ”) authorizing the Debtors to conduct a rights offering (the “ Rights Offering ”) in accordance with the procedures approved by the Rights Offering Approval Order (the “ Rights Offering Procedures ”); and the Court having entered the Order (I) Authorizing the Debtors to Assume the Backstop Commitment Agreement and Pay the Backstop Obligations and (II) Granting Related Relief on April 7, 2017 authorizing the Debtors to assume that certain Backstop Commitment Agreement, dated December 23, 2016 (the “ Backstop Agreement ”) and to pay the premium provided for therein (the “ Backstop Commitment Premium ”); and the Combined Hearing having been held before the Court on April 3, 4 and 7, 2017 after due notice to holders of Claims and Interests and other parties in interest in accordance with the Scheduling Order, the Bankruptcy Code and the Bankruptcy Rules; and upon all of the proceedings had before the Court and after full consideration of: (i) each of the objections to confirmation of the Prepackaged Plan (the “ Objections ”); (ii) the Debtors’ Memorandum of Law in Support of Confirmation of the Debtors’ Second Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code and Omnibus Reply to Objections to Confirmation filed by the Debtors, dated March 30, 2017 (the “ Confirmation Brief ”); (iii) the Joint Pretrial Memorandum Relating to Confirmation of the Debtors’ First Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code , dated March 29, 2017 [D.I. 423]; (iv) the declarations filed in connection with confirmation of the Prepackaged Plan, including (a) the Declaration of Scott Fenoglio in Support of Confirmation of the Debtors’ Second Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code , dated March 30, 2017 [D.I. 437] (the “ Fenoglio Declaration ”), (b) the Supplemental Declaration of Kevin M. Cofsky in Support of Confirmation of the Debtors’ Second Amended

Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code , dated March 30, 2017 [D.I. 438] (the “ Cofsky Declaration ”) and (c) the Declaration of James Daloia of Prime Clerk LLC Regarding the Solicitation of Votes and Tabulation of Ballots Cast on the Debtors’ Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [D.I. 436] (the “ Vote Certification ” and, together with the Fenoglio Declaration and the Cofsky Declaration, the “ Declarations ”) and the testimony contained therein and (v) all other evidence proffered or adduced during, pleadings filed in connection with and arguments of counsel made at the Combined Hearing; and after due deliberation and sufficient cause appearing therefor,

IT HEREBY IS DETERMINED, FOUND, ADJUDGED, DECREED AND ORDERED THAT:

FINDINGS OF FACT AND CONCLUSIONS OF LAW

1.        Findings and Conclusions . The findings and conclusions set forth herein and in the record of the Combined Hearing constitute the Court’s findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules 7052 and 9014. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

2.        Jurisdiction; Venue; Core Proceeding (28 U.S.C. §§ 157(b)(2) and 1334(a)) . The Court has jurisdiction over the Chapter 11 Cases pursuant to sections 157 and 1334 of title 28 of the United States Code, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated February 29, 2012. Venue is proper pursuant to sections 1408 and 1409 of title 28 of the United States Code. Approval of the Disclosure Statement and confirmation of the Prepackaged Plan are core proceedings pursuant to

section 157(b)(2) of title 28 of the United States Code, and this Court has jurisdiction to determine whether the Prepackaged Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. The Debtors are proper plan proponents under section 1121(a) of the Bankruptcy Code.

3.        Commencement and Joint Administration of the Chapter 11 Cases . On the Petition Date, each Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors have continued in possession of their property and have continued to operate and manage their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed pursuant to section 1104 of the Bankruptcy Code. The Debtors’ cases are being jointly administered pursuant to Bankruptcy Rule 1015(b) and the Order Directing Joint Administration of Chapter 11 Cases entered by this Court on January 13, 2016 in each of the Debtors’ cases.

4.        Appointment and Disbandment of Statutory Committee . On January 17, 2017, the United States Trustee for the District of Delaware (the “ U.S. Trustee ”) filed the Notice of Appointment of Committee of Unsecured Creditors [D.I. 130], pursuant to section 1102(a) and (b) of the Bankruptcy Code, appointed three unsecured creditors to an official committee of unsecured creditors (the “ Creditors’ Committee ”) to represent the interests of all unsecured creditors in these Chapter 11 Cases. On January 31, 2017, following the submission of resignation of two of the three members appointed to the Creditors’ Committee, the U.S. Trustee filed the Notice of Disbandment of the Official Committee of Unsecured Creditors [D.I. 213] disbanding the Creditors’ Committee.

5.        Judicial Notice . The Court takes judicial notice of the docket of the Chapter 11 Cases maintained by the Clerk of the Court and/or its duly appointed agent, including, without

limitation, all pleadings and other documents filed and orders entered thereon. The Court also takes judicial notice of all evidence proffered or adduced and all arguments made at the hearings held before the Court during the pendency of the Chapter 11 Cases.

6.        Burden of Proof . The Debtors, as the Prepackaged Plan proponents, have the burden of proving the elements of section 1129 of the Bankruptcy Code by a preponderance of the evidence, and they have met that burden as further found and determined herein.

7.        Adequacy of Disclosure Statement . The Disclosure Statement (a) contains sufficient information of a kind necessary to satisfy the disclosure requirements of all applicable non-bankruptcy law, including the Securities Act of 1933, as amended (the “ Securities Act ”), (b) contains “adequate information” (as such term is defined in section 1125(a)(1) and used in section 1126(b)(2) of the Bankruptcy Code) with respect to the Debtors, the Prepackaged Plan and the transactions set forth therein and (c) is approved in all respects. The filing of the Disclosure Statement with the clerk of the Court satisfied Bankruptcy Rule 3016(b).

8.        Voting . Votes on the Prepackaged Plan were solicited after disclosure of “adequate information” as defined in section 1125 of the Bankruptcy Code. As evidenced by the Vote Certification, votes to accept the Prepackaged Plan have been solicited and tabulated fairly, in good faith and in a manner consistent with the Scheduling Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and applicable non-bankruptcy law.

9.        Solicitation . Prior to the Petition Date, solicitation packages (the “ Solicitation Packages ”), each containing (i) a cover letter describing the contents of the Solicitation Package and instructions for obtaining additional copies of any materials contained in the Solicitation Package at no charge, (ii) the Disclosure Statement (with the Prepackaged Plan and other exhibits annexed thereto) and (iii) a Ballot, together with a pre-addressed business reply

envelope, and, subsequent to the Petition Date, notice of the Combined Hearing and the Disclosure Statement Supplement, were transmitted and served to members of the Voting Classes in compliance with the Bankruptcy Code, including sections 1125 and 1126 thereof, the Bankruptcy Rules, including Bankruptcy Rules 3017 and 3018, the Local Rules, the Scheduling Order and applicable non-bankruptcy law. The forms of the Ballots adequately addressed the particular needs of the Chapter 11 Cases and were appropriate for holders of Claims in the Voting Classes. The continued postpetition solicitation of such Voting Classes was proper and in compliance with section 1125(g) of the Bankruptcy Code. The period during which the Debtors solicited acceptances of the Prepackaged Plan (as extended pursuant to the Scheduling Order) was a reasonable period of time for members of the Voting Classes to make an informed decision to accept or reject the Prepackaged Plan. The Debtors were not required to solicit votes from the holders of Claims or Interests in Classes 1A-7A (Other Priority Claims), 1B-7B (Other Secured Claims), 1E-7E (Unsecured Trade Claims) and 2G-7G (Interests in Subsidiary Debtors) (together, the “ Unimpaired Classes ”) as each member of the Unimpaired Classes is Unimpaired under the Prepackaged Plan. The Debtors also were not required to solicit votes from the holders of Claims in Classes 1F-7F (Section 510(b) Claims) and Class 1G (Existing Equity Interests) (together, the “ Deemed to Reject Classes ”), as each member of the Deemed to Reject Classes is deemed to reject the Prepackaged Plan. Although the Debtors were not required to solicit votes from holders of Existing Equity Interests, who were substantially out of the money and deemed to reject the Prepackaged Plan, the Debtors served such holders with the Equity Consent Release Notices and the Combined Hearing Notice, each of which referenced the Prepackaged Plan and Disclosure Statement. As described in and as evidenced by the Vote Certification and the Notice Affidavits, the transmittal and service of the Prepackaged Plan, the

Disclosure Statement, the Supplemental Disclosure Statement, the Ballots, and the notice of the Combined Hearing, and the publication of such notice of the Combined Hearing (all of the foregoing, the “ Solicitation ”) was timely, adequate, and sufficient under the circumstances. The Solicitation of votes on the Prepackaged Plan was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases, was conducted in good faith, and was in compliance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable rules, laws, and regulations. No other or further notice is required. As set forth in the Voting Affidavit, the Solicitation Packages were distributed to members of the Voting Classes who held Claims as of December 20, 2016 (the date specified in such documents for the purpose of voting) (the “ Voting Record Date ”). The establishment and notice of the Voting Record Date were reasonable and sufficient. The Released Parties are entitled to the protection of section 1125(e) of the Bankruptcy Code.

10.        Equity Release Consent Notice . The Equity Release Consent Notice that the Debtors used to provide holders of Existing Equity Interests with the opportunity to opt out of the releases set forth in Section 11.8 of the Prepackaged Plan and to obtain the consent of those holders that did not opt out (a) adequately addressed the particular needs of the Chapter 11 Cases and (b) appropriately afforded the holders of Existing Equity Interests the opportunity to opt out of such releases. No further notice or opportunity is or was required.

11.        Equity Release Consent Procedures . As described in the Solicitation Affidavit, the distribution of the Equity Release Consent Notice and recording of holders’ elections to opt out of the Releases (as defined below) complied with (a) the procedures set forth in the Combined Hearing Motion and approved in the Scheduling Order (the “ Equity Release Consent Procedures ”) and (b) the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local

Rules and any other applicable rules, laws and regulations, including the registration requirements under the Securities Act, and was appropriate and satisfactory based upon the circumstances of these Chapter 11 Cases.

12.       As described in the Solicitation Affidavit and the Declarations, prior to the Petition Date, the Equity Release Consent Notice was transmitted to all holders of Existing Equity Interests in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Scheduling Order, any applicable nonbankruptcy law and applicable case law in this Circuit. Transmission of the Equity Release Consent Notice was timely, adequate and sufficient. No further notice is or was required.

13.       As set forth in the Voting Certification, the Equity Release Consent Notice was distributed to all holders that held Existing Equity Interests as of the Voting Record Date. As set forth in the Scheduling Order, the deadline for holders of Existing Equity Interests to opt out of the releases granted under the Prepackaged Plan was February 8, 2017. The period the Debtors provided for holders of Existing Equity Interests to opt out of the releases was a reasonable and sufficient period of time for such holders to make an informed decision to consent to or opt out of the releases, and the information provided to holders of Existing Equity Interests was reasonable and sufficient.

14.       Notice; Transmittal and Mailing of Materials.

(a)       Due, adequate and sufficient notice of the Disclosure Statement, the Prepackaged Plan and the Combined Hearing, along with adequate notice of the respective deadlines for voting on and filing objections to the Prepackaged Plan, has been given to all known holders of Claims and Interests substantially in accordance with the

Bankruptcy Code, the Bankruptcy Rules and the Local Rules and no other or further notice is or shall be required;

(b)       All procedures used to distribute the Solicitation Packages to members of the Voting Classes were fair and were conducted in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and all other applicable rules, laws and regulations;

(c)       The Debtors have transmitted to holders of Existing Equity Interests the Equity Release Consent Notices. All procedures used to distribute the Equity Release Consent Notices to the holders of Existing Equity Interests were fair and were conducted in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and all other applicable rules, laws and regulations;

(d)       The Debtors have served all parties in interest with, at a minimum, the Combined Hearing Notice;

(e)       Adequate and sufficient notice of the Combined Hearing and all other dates described in the Scheduling Order and the Prepackaged Plan have been given in accordance with the Bankruptcy Rules and the Scheduling Order, and no other or further notice is or shall be required; and

(f)       The filing with the Court and service of the version of the Prepackaged Plan attached as Appendix A to the Disclosure Statement, the filing of the Prepackaged Plan on January 4, 2017, the filing of the First Amended Prepackaged Plan on February 3, 2017, the filing of the Second Amended Prepackaged Plan on March 30, 2017, the filing of the Third Amended Prepackaged Plan on April 6, 2017 and the disclosure of any further modifications to the Prepackaged Plan on the record at the

Combined Hearing constitute due and sufficient notice of the Prepackaged Plan and all modifications thereto.

15.        Plan Supplement and Schedules . On February 3, 2017, the Debtors filed a supplement to the Prepackaged Plan (the “ Plan Supplement ”), as described in Section 15.4 of the Prepackaged Plan [D.I. 236]. In addition, the Debtors filed Schedules 9.2(a) and 9.2(b) on March 3, 2017 [D.I. 316]. The Plan Supplement and all such schedules to the Prepackaged Plan comply with the terms of the Prepackaged Plan, and the filing and notice of such documents was good and proper in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Scheduling Order, and no other or further notice is or shall be required. Subject to paragraph 132 hereof, all documents included in the Plan Supplement are integral to, part of, and are incorporated by reference into, the Prepackaged Plan. Subject to the terms of the Prepackaged Plan, the Debtors’ right to alter, amend, update or modify the Plan Supplement, as well as the documents set forth therein, before the Effective Date is reserved.

16.        Rights Offering . The continued implementation of the Rights Offering, conducted in accordance with the Rights Offering Procedures, is a valid exercise of the Debtors’ business judgment and is authorized under sections 363(b) and 105(a) of the Bankruptcy Code.

17.        Prepackaged Plan Modifications (11 U.S.C. § 1127) . Subsequent to solicitation, the Debtors made certain non-material modifications to the Prepackaged Plan (collectively, the “ Plan Modifications ”). Prior notice regarding the substance of the Plan Modifications, coupled with the filing with the Court of the Prepackaged Plan as modified by the Plan Modifications and the disclosure of the Plan Modifications on the record at the Combined Hearing, constitute due and sufficient notice thereof.

18.        Deemed Acceptance of Plan as Modified . All Plan Modifications are consistent with all of the provisions of the Bankruptcy Code, including, without limitation, sections 1122, 1123, 1125 and 1127 and Bankruptcy Rule 3019, and all holders of Claims who voted to accept the Prepackaged Plan and who are conclusively presumed to have accepted the Prepackaged Plan are deemed to have accepted the Prepackaged Plan as modified by the Plan Modifications. No holder of a Claim shall be permitted to change its vote as a consequence of the Plan Modifications.

19.        Bankruptcy Rule 3016(a) . The Prepackaged Plan reflects the date it was filed with the Court and identifies the entities submitting it, thereby satisfying Bankruptcy Rule 3016(a).

20.        Plan Compliance with Bankruptcy Code (11 U.S.C. § 1129(a)(1)) . The Prepackaged Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code.

(a)        Proper Classification (11 U.S.C. §§ 1122 and 1123(a)(1)) . In addition to Administrative Expense Claims and Priority Tax Claims that need not be classified, the Prepackaged Plan classifies 49 Classes of Claims and Interests. The Claims and Interests placed in each Class are substantially similar to other Claims or Interests, as the case may be, in each such Class. Valid business, factual and legal reasons exist for separately classifying the various Classes of Claims and Interests created under the Prepackaged Plan, the classifications were not done for any improper purpose and such Classes do not unfairly discriminate between or among holders of Claims or Interests. The Prepackaged Plan satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code.

(b)        Specified Unimpaired Classes (11 U.S.C. § 1123(a)(2)) . Section 3.1 of the Prepackaged Plan specifies that Classes 1A-7A (Other Priority Claims), Classes 1B-7B (Other Secured Claims), Classes 1E-7E (Unsecured Trade Claims) and Classes 2G-7G (Interests in Subsidiary Debtors)  are Unimpaired by the Prepackaged Plan, thereby satisfying section 1123(a)(2) of the Bankruptcy Code.

(c)        Specified Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)) . Section 3.1 of the Prepackaged Plan designates Classes 1C-7C (RBL Credit Facility Secured Claims), Class 1D (General Unsecured Claims against Bonanza Creek), Class 2D (General Unsecured Claims against Bonanza Creek Operating), Classes 3D-7D (General Unsecured Claims against Debtors other than Bonanza Creek and Bonanza Creek Operating), Classes 1F-7F (Section 510(b) Claims) and Class 1G (Existing Equity Interests) as Impaired, and Article 3 of the Prepackaged Plan specifies the treatment of each of these Classes of Claims and Interests under the Prepackaged Plan, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.

(d)        No Discrimination (11 U.S.C. § 1123(a)(4)) . The Prepackaged Plan provides for the same treatment by the Debtors for each Claim or Interest in each respective Class, unless the holder of a Claim or Interest has agreed to a less favorable treatment, thereby satisfying section 1123(a)(4) of the Bankruptcy Code.

(e)        Implementation of Plan (11 U.S.C. § 1123(a)(5)) . The Prepackaged Plan and the various documents and agreements set forth in the Plan Supplement and the schedules to the Prepackaged Plan and described in the Prepackaged Plan provide adequate and proper means for the Prepackaged Plan’s implementation, thereby satisfying section 1123(a)(5) of the Bankruptcy Code.

(f)        Nonvoting Equity Securities (11 U.S.C. § 1123(a)(6)) . The certificate of incorporation of Reorganized Bonanza Creek (the “ New Certificate of Incorporation ”) will prohibit the issuance of non-voting equity securities to the extent required by the Bankruptcy Code. Thus, the requirements of section 1123(a)(6) of the Bankruptcy Code are satisfied.

(g)        Designation of Directors and Officers (11 U.S.C. § 1123(a)(7)) . Section 10.3 of the Prepackaged Plan contains provisions on the manner of appointment of the directors and officers of the Reorganized Debtors that are consistent with the interests of creditors, equity security holders and public policy in accordance with section 1123(a)(7) of the Bankruptcy Code.

(h)        Additional Plan Provisions (11 U.S.C. § 1123(b)(6)) . The Prepackaged Plan’s provisions are appropriate and consistent with the applicable provisions of the Bankruptcy Code.

21.        Compliance with Bankruptcy Code (11 U.S.C. § 1129(a)(2)) . The Debtors, as the proponents of the Prepackaged Plan, have complied with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(2) of the Bankruptcy Code. Specifically, inter alia :

(a)       The Debtors are proper debtors under section 109(d) of the Bankruptcy Code;

(b)       The Debtors have complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by order of the Court; and

(c)       The Debtors have complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Scheduling Order and

applicable non-bankruptcy law in transmitting the Disclosure Statement, the Prepackaged Plan and related documents and notices in soliciting and tabulating votes on the Prepackaged Plan.

22.        Good Faith Solicitation (11 U.S.C. § 1125(e)) . Based on the record before this Court in the Chapter 11 Cases, the Debtors, the Reorganized Debtors, the RBL Agent, the RBL Lenders, the holders of Notes Claims, the Indenture Trustees, NGL, NGL Energy Partners LP and the other Released Parties referred to in the Prepackaged Plan have all acted in “good faith” within the meaning of section 1125(e) of the Bankruptcy Code and in compliance with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all of their respective activities relating to the Prepackaged Plan, the execution and delivery of the Restructuring Support Agreement, the negotiation of, and solicitation of acceptances to, the Prepackaged Plan, the distribution of the Equity Release Consent Notices to holders of Existing Equity Interests and their participation in the activities described in section 1125 of the Bankruptcy Code, and the Released Parties referred to in the Prepackaged Plan are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code, to the extent the Released Parties are also Exculpated Parties, and the exculpation provisions set forth in Section 11.6 of the Prepackaged Plan. The Solicitation is exempt from the registration requirements of the Securities Act and state securities laws.

23.        Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)) . The Debtors have proposed the Prepackaged Plan (including the Exit RBL Facility Documents and all other agreements, documents and instruments necessary to effectuate the Prepackaged Plan) in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. The Debtors’ good faith is evident from the facts and records of the

Chapter 11 Cases, the Disclosure Statement and the record of the Combined Hearing and other proceedings held in the Chapter 11 Cases. The Prepackaged Plan is based upon extensive, arm’s length negotiations between and among representatives of the Debtors, the Supporting Noteholders, NGL, NGL Energy Partners LP, the RBL Agent, and certain other parties in interest, and represents the culmination of months of intensive negotiations and discussions among all parties in interest . The Prepackaged Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtors’ Estates and effectuating a successful reorganization of the Debtors. Further, the Prepackaged Plan’s classification, indemnification, exculpation, release, settlement and injunctive provisions, including, without limitation, Sections 11.6, 11.7, 11.8 and 11.9 of the Prepackaged Plan, have been negotiated in good faith and at arm’s length, consistent with sections 105, 1123(b)(3)(A), 1123(b)(6), 1129 and 1142 of the Bankruptcy Code.

24.        Payment for Services or Costs and Expenses (11 U.S.C. § 1129(a)(4)) . Subject to the provisions of Section 7.1(a) of the Prepackaged Plan, any payment made or to be made by any of the Debtors for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Prepackaged Plan and incident to the Chapter 11 Cases, has been approved by, or is subject to the approval of, the Court as reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code. The Debtors have agreed to pay, without the requirement for the filing of retention applications, fee applications or any other applications in the Chapter 11 Cases, the reasonable and documented fees and expenses (including attorney’s fees and fees for other retained professionals, advisors and consultants) of the Supporting Noteholders, the RBL Agent and the RBL Lenders incurred in connection with the Chapter 11 Cases, the negotiation and formulation of the Prepackaged Plan and all transactions set forth

herein or necessary to implement and consummate the Prepackaged Plan (whether incurred before or after the Petition Date), in each case, pursuant to the Final Order Pursuant to Bankruptcy Code Sections 105(a), 361, 362, 363, 503, and 507, Bankruptcy Rules 2002, 4001, 6004 and 9014, and Local Rule 4001-2 (i) Authorizing the Debtors to Utilize Cash Collateral (ii) Granting Adequate Protection to Prepetition Secured Parties (iii) Modifying the Automatic Stay (iv) Scheduling a Final Hearing and (v) Granting Related Relief entered on January 30, 2017 [D.I. 210].

25.        Directors, Officers and Insiders (11 U.S.C. § 1129(a)(5)) . The Debtors have complied with section 1129(a)(5) of the Bankruptcy Code. The identity and affiliations of the persons proposed to serve as members of the New Board were disclosed in the Plan Supplement, and the appointment to, or continuance in, such positions of such persons is consistent with the interests of holders of Claims against, and Interests in, the Debtors and with public policy.

26.        No Rate Changes (11 U.S.C. § 1129(a)(6)) . The Prepackaged Plan does not contain any rate changes subject to the jurisdiction of any governmental regulatory commission and does not require approval by any governmental regulator. Therefore, the Prepackaged Plan satisfies section 1129(a)(6) of the Bankruptcy Code.

27.        Best Interests of Creditors (11 U.S.C. § 1129(a)(7)) . The Prepackaged Plan satisfies section 1129(a)(7) of the Bankruptcy Code. The Liquidation Analysis set forth in Appendix B to the Disclosure Statement and supported in the Cofsky Declaration (a) is persuasive and credible, (b) has not been controverted by other evidence, (c) is based on sound methodology and (d) establishes that each holder of an Impaired Claim or Interest either has accepted the Prepackaged Plan or will receive or retain under the Prepackaged Plan, on account of such Claim or Interest, property of a value, as of the Effective Date, that is not less than the

amount that such holder would receive or retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on such date.

28.        Acceptance by Certain Classes (11 U.S.C. § 1129(a)(8)) . Classes 1A-7A (Other Priority Claims), Classes 1B-7B (Other Secured Claims), Classes 1E-7E (Unsecured Trade Claims) and Classes 2G-7G (Interests in Subsidiary Debtors)  are all Classes of Unimpaired Claims or Interests that are conclusively presumed to have accepted the Prepackaged Plan under section 1126(f) of the Bankruptcy Code. Each of the Voting Classes has voted to accept the Prepackaged Plan in accordance with section 1126(c) of the Bankruptcy Code.

29.        Treatment of Administrative Expense Claims and Priority Tax Claims (11 U.S.C. § 1129(a)(9)) . The treatment of Administrative Expense Claims pursuant to Section 2.1 of the Prepackaged Plan satisfies the requirements of sections 1129(a)(9)(A) and (B) of the Bankruptcy Code and the treatment of Priority Tax Claims pursuant to Section 2.2 of the Prepackaged Plan satisfies the requirements of section 1129(a)(9)(C) of the Bankruptcy Code.

30.        Acceptance by Impaired Classes (11 U.S.C. § 1129(a)(10)) . Each of the Voting Classes are classes of Impaired Claims that have voted to accept the Prepackaged Plan. Members of the Deemed to Reject Classes are not entitled to receive or retain any property under the Prepackaged Plan in respect of their Claims or Interests and, therefore, are deemed to have rejected the Prepackaged Plan pursuant to section 1126(g) of the Bankruptcy Code. Although section 1129(a)(8) of the Bankruptcy Code has not been satisfied with respect to the Deemed to Reject Classes, the Prepackaged Plan is confirmable because the Prepackaged Plan does not discriminate unfairly and is fair and equitable with respect to the Deemed to Reject Classes and thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes. With respect to each Debtor, without including any acceptance of the Prepackaged Plan by any insider, there

is at least one Class of Claims that is Impaired under the Prepackaged Plan and has accepted the Prepackaged Plan. Thus, the Prepackaged Plan satisfies the requirements of section 1129(a)(10) of the Bankruptcy Code.

31.        Feasibility (11 U.S.C. § 1129(a)(11)) . The evidence submitted regarding feasibility through the Declarations together with all evidence proffered or advanced at or prior to the Combined Hearing (a) is persuasive and credible, (b) has not been controverted by other evidence and (c) establishes that confirmation of the Prepackaged Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Reorganized Debtors, thus satisfying the requirements of section 1129(a)(11) of the Bankruptcy Code.

32.        Payment of Fees (11 U.S.C. § 1129(a)(12)) . As provided in Section 15.3 of the Prepackaged Plan, all fees payable pursuant to section 1930(a) of title 28 of the United States Code, as determined by the Court, have been paid or shall be paid for each quarter (including any fraction thereof) by each and every Debtor until the earlier of the time that a particular case is dismissed, closed or converted, thus satisfying the requirements of section 1129(a)(12) of the Bankruptcy Code.

33.        Continuation of Retiree Benefits (11 U.S.C. § 1129(a)(13)) . Section 1129(a)(13) of the Bankruptcy Code requires a plan to provide for “retiree benefits” (as defined in section 1114 of the Bankruptcy Code) at levels established pursuant to section 1114 of the Bankruptcy Code. On and after the Effective Date, any existing retiree benefits shall remain in place and will continue to be honored. Accordingly, the requirements of section 1129(a)(13) of the Bankruptcy Code have been satisfied.

34.        No Unfair Discrimination; Fair and Equitable (11 U.S.C. § 1129(b)) . Based upon the Declarations and all the other evidence before the Court, the Prepackaged Plan does not

discriminate unfairly and is fair and equitable with respect to the Deemed to Reject Classes, as required by sections 1129(b)(1) and (2) of the Bankruptcy Code. Thus, the Prepackaged Plan may be confirmed notwithstanding certain of the Debtors’ failure to satisfy section 1129(a)(8) of the Bankruptcy Code. Upon confirmation and the occurrence of the Effective Date, the Prepackaged Plan shall be binding upon the members of the Deemed to Reject Classes.

(a)        The Prepackaged Plan Does Not Unfairly Discriminate Against the Deemed to Reject Classes . The Prepackaged Plan does not unfairly discriminate against the Deemed to Reject Classes. With respect to the difference in treatment under the Prepackaged Plan between the Deemed to Reject Classes and the Voting Classes, (a) a reasonable basis exists for any discrimination; (b) the Prepackaged Plan cannot be consummated without the discrimination; (c) the discrimination was proposed in good faith; and (d) the degree of discrimination is in proportion to its rationale. As a result, there is a reasonable basis for any disparate treatment between and among Classes. Therefore, the Prepackaged Plan satisfies section 1129(b)(1) of the Bankruptcy Code.

(b)        The Prepackaged Plan is Fair and Equitable . The Prepackaged Plan is fair and equitable, in that, other than as provided with respect to Classes 2G-7G (Interests in Subsidiary Debtors), which serves to preserve the corporate structure for the benefit of all creditors, no holder that is junior to the Claims and Interests classified in the Deemed to Reject Classes will receive or retain under the Prepackaged Plan any property on account of such junior interest. Therefore, the Prepackaged Plan satisfies section 1129(b)(2)(C)(ii) of the Bankruptcy Code.

35.        Settlement of Claims and Causes of Action – 11 U.S.C. § 1123(b)(3) . Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration

for the distributions and other benefits provided pursuant to the Prepackaged Plan, the provisions of the Prepackaged Plan shall constitute a good-faith compromise of all Claims, Causes of Action and controversies relating to the contractual, legal and subordination rights that a holder of an Allowed Claim or Allowed Interest that has entered into a settlement with the Debtors may have against any Debtor, or any distribution to be made on account of such an Allowed Claim. Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the benefits provided under the Prepackaged Plan and as a mechanism to effect a fair distribution of value to the Debtors’ constituencies, except as set forth in the Prepackaged Plan, the provisions of the Prepackaged Plan shall also constitute a good-faith compromise of all Claims, Causes of Action and controversies by any Debtor against any other Debtor. In each case, the entry of this Confirmation Order shall constitute the Court’s approval of the compromise or settlement of all such Claims or controversies and the Court’s finding that such compromise or settlement is in the best interests of the Debtors, their Estates and the holders of such Claims and is fair, equitable and reasonable. In accordance with the provisions of the Prepackaged Plan, pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice or action, order or approval of the Court, the Debtors may compromise and settle Claims against them and Causes of Action against other Entities and after the Effective Date, such right shall pass to the Reorganized Debtors.

36.        Unaffected Rights of Holders of Classes of Claims (11 U.S.C. § 1123(b)(5)) . The Prepackaged Plan leaves unaffected the rights of holders of Claims and Interests in the Unimpaired Classes. Thus, the Prepackaged Plan complies with section 1123(b)(5) of the Bankruptcy Code.

37.        Only One Plan (11 U.S.C. § 1129(c)) . The Prepackaged Plan is the only plan of reorganization filed in the Chapter 11 Cases. Accordingly, section 1129(c) of the Bankruptcy Code is inapplicable in the Chapter 11 Cases.

38.        Principal Purpose of the Prepackaged Plan (11 U.S.C. § 1129(d)) . The principal purpose of the Prepackaged Plan, as evidenced by its terms, is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act.

39.        Satisfaction of Confirmation Requirements . Based upon the foregoing, the Prepackaged Plan satisfies the requirements for confirmation set forth in section 1129 of the Bankruptcy Code.

40.        Conditions to Effective Date . The Prepackaged Plan shall not become effective unless and until the conditions set forth in Section 12.2 thereof have been satisfied or waived pursuant to Section 12.3 thereof.

41.        Implementation . All documents and agreements necessary to implement the Prepackaged Plan, including, without limitation, those contained in the Plan Supplement and the schedules to the Prepackaged Plan, and all other relevant and necessary documents have been negotiated in good faith at arm’s length and are in the best interests of the Debtors, their Estates and the Reorganized Debtors and shall, upon completion of such documentation and execution, be valid, binding and enforceable documents and agreements not in conflict with any federal or state law.

42.        Good Faith . The Debtors, the Reorganized Debtors, the RBL Agent, the RBL Lenders, the holders of Notes Claims, the Indenture Trustees, NGL, NGL Energy Partners LP and the other Released Parties (a) acted in good faith in negotiating, formulating and proposing where applicable, the Prepackaged Plan and the agreements, compromises, settlements, transactions and transfers contemplated thereby, and (b) will be acting in good faith if they proceed to (i) consummate the Prepackaged Plan and the agreements, settlements,

transactions and transfers contemplated thereby in accordance with the Prepackaged Plan and this Confirmation Order (including, without limitation, the Restructuring Transactions set forth in Section 5.5 of the Prepackaged Plan and the Plan Supplement) and (ii) take the actions authorized and directed by this Confirmation Order.

43.        Assumption or Rejection of Executory Contracts and Unexpired Leases . The Debtors have exercised their reasonable business judgment prior to the Combined Hearing in determining whether to assume or reject each of their executory contracts and unexpired leases as set forth in Article 9 of the Prepackaged Plan, the schedules to the Prepackaged Plan, the Plan Supplement, this Confirmation Order or otherwise. Each assumption or rejection of an executory contract or unexpired lease pursuant to this Confirmation Order and in accordance with Article 9 of the Prepackaged Plan, including by amendments to Schedules 9.2(a) and 9.2(b) of the Prepackaged Plan on or before 45 days after the Effective Date, or otherwise by prior order of this Court, shall be legal, valid and binding upon the applicable Reorganized Debtor and all non-Debtor entities party to such executory contract or unexpired lease (subject to the rights of the non-Debtor entities party to such agreements to object to such assumption or rejection and the rights of the applicable Reorganized Debtor to respond to any such objection); provided, that nothing in this Confirmation Order shall be construed as an Order of this Court compelling performance under any assumed contract or lease; provided , further , that nothing in the Prepackaged Plan or this Confirmation Order shall be deemed to be a finding or conclusion that any permit, license or other instrument listed on Schedule 9.2(a) or 9.2(b) is an executory contract and/or unexpired lease and/or subject to section 365 of the Bankruptcy Code as a result

of its being listed thereon if such permit, license or other instrument is not an executory contract and/or unexpired lease and/or not subject to section 365, and the Debtors, the Reorganized Debtors and all parties to all such permits, licenses or other instruments reserve all rights with respect thereto.

44.        Adequate Assurance . The Debtors have provided adequate assurance of future performance for each of the executory contracts and unexpired leases that are being assumed by the Debtors pursuant to the Prepackaged Plan. The Debtors have cured or provided adequate assurance that the Reorganized Debtors will cure defaults (if any) under or relating to each of the executory contracts and unexpired leases that are being assumed by the Debtors pursuant to the Prepackaged Plan. The Prepackaged Plan and such assumptions, therefore, satisfy the requirements of section 365 of the Bankruptcy Code.

45.        Valuation . In accordance with the estimated recoveries set forth in the Disclosure Statement, the enterprise value of the Debtors is insufficient to support a distribution to holders of Existing Equity Interests (Class 1G) or Section 510(b) Claims (Classes 1F-7F) on account of their Claims or Interests.

46.        Transfers by Debtors; Vesting of Assets . All transfers of property of the Debtors’ Estates, including, without limitation, the transfer of the New Common Stock and Warrants, shall be free and clear of all mortgages, deeds of trust, Liens, charges, Claims, encumbrances, pledges and other interests, except as expressly provided in the Prepackaged Plan, this Confirmation Order or the Exit RBL Facility Documents. For the avoidance of doubt, “interests”, for purposes of this Confirmation Order, shall include liens, claims, encumbrances and other interests. Pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all property of each of the Debtors (excluding property that has been abandoned pursuant to the Prepackaged

Plan or an order of the Court) shall vest in each of the respective Reorganized Debtors or their successors or assigns, as the case may be, free and clear of all mortgages, deeds of trust, Liens, pledges, charges, Claims, encumbrances and other interests, except as expressly provided in the Prepackaged Plan, this Confirmation Order or the Exit RBL Facility Documents. Such vesting does not constitute a voidable transfer under the Bankruptcy Code or applicable nonbankruptcy law.

47.        Releases and Discharges . The releases and discharges of Claims and Causes of Action described in the Prepackaged Plan, including releases of the Released Parties by the Debtors and by holders of Claims and Interests, constitute good faith compromises and settlements of the matters covered thereby and are consensual. Such compromises and settlements are made in exchange for consideration and are in the best interest of holders of Claims and Interests, are fair, equitable and reasonable and are integral elements of the resolution of the Chapter 11 Cases in accordance with the Prepackaged Plan. Each of the discharge, release, indemnification and exculpation provisions set forth in the Prepackaged Plan, (a) is within the jurisdiction of the Court under sections 1334(a), 1334(b) and 1334(e) of title 28 of the United States Code, (b) is an essential means of implementing the Prepackaged Plan, (c) is an integral and non-severable element of the Prepackaged Plan and the transactions incorporated therein, (d) confers a material benefit on, and is in the best interests of, the Debtors, their Estates and their Creditors, (e) is important to the overall objectives of the Prepackaged Plan to finally resolve all Claims among or against the parties-in-interest in the Chapter 11 Cases with respect to the Debtors, (f) is fair, equitable and reasonable and in exchange for good and valuable consideration and (g) is consistent with sections 105, 1123, 1129 and other applicable provisions of the Bankruptcy Code.

48.       The release pursuant to Section 11.8 of the Prepackaged Plan is subject to the terms of the Prepackaged Plan and is consensual and binding upon the Releasing Parties, including (a) each holder of an Impaired Claim that (i) votes and does not opt out of the release or (ii) abstains from voting and (b) any holder of Existing Equity Interests that does not opt out of the voluntary release contained in Section 11.8 of the Prepackaged Plan through the Equity Release Consent Notice. The Ballots explicitly stated that those who submit a ballot voting to accept or reject the Prepackaged Plan and choose not to opt out of the Releases will be deemed to have consented to the Releases. The Equity Release Consent Notice stated that those who choose not to opt out of the Releases as directed therein are deemed to have consented to the Releases, and will receive, in consideration, the Settlement Consideration under the Prepackaged Plan.

49.       (a) Those holders of Claims who submitted a Ballot voting to accept or reject the Prepackaged Plan and who chose not to opt out of the Releases, (b) those holders of Claims who abstained from voting on the Prepackaged Plan and (c) those holders of Existing Equity Interests who chose not to opt out of the Releases in accordance with the Equity Release Consent Notice were given due and adequate notice that they would be consenting to the releases by acting in such a manner. The third-party releases set forth in Section 11.8 of the Prepackaged Plan were also disclosed and explained on the Ballots, on the Equity Release Consent Notice, in the Disclosure Statement and Plan, and in the Combined Hearing Notice. Accordingly, in light of all of the circumstances, these third-party releases satisfy the applicable standards in this Circuit.

50.       In addition, the exculpation provisions set forth in Section 11.6 of the Prepackaged Plan (the “ Exculpation ”) are essential to the Prepackaged Plan. The record in these Chapter 11 Cases fully supports the Exculpation set forth in Article 11.6 of the Prepackaged Plan, which is appropriately tailored to protect the Exculpated Parties. In light of, among other

things, the critical nature of the exculpation to the Prepackaged Plan and the substantial contribution of the Exculpated Parties to these Chapter 11 Cases, the Exculpation contained in Article 11.6 is appropriate.

51.       Accordingly, in light of all of the circumstances, the releases satisfy the applicable standards contained in In re Indianapolis Downs, LLC , 486 B.R. 286, 303 (Bankr. D. Del. 2013), are fair to the Releasing Parties, and are otherwise appropriate under In re W.R. Grace & Co. , 475 B.R. 34, 107 (D. Del. 2012).

52.        Reservation of Rights in Favor of Governmental Units . Nothing in the Prepackaged Plan or this Confirmation Order discharges or releases the Debtors, the Reorganized Debtors or any non-Debtor from any Claim, liability or cause of action of the United States of America (the “ United States ”) or any state or impairs the ability of the United States or any state to pursue any claim, liability, cause of action or defense against any Debtor, Reorganized Debtor or non-Debtor. Contracts, leases, covenants, operating rights agreements or other interests or agreements with the United States or any state or involving federal or state land or minerals shall be, subject to any applicable legal or equitable rights or defenses of the Debtors or Reorganized Debtors under applicable non-bankruptcy law, paid, treated, determined and administered in the ordinary course of business as if the Debtors’ Chapter 11 Cases were never filed, and the Debtors and Reorganized Debtors shall comply with all applicable non-bankruptcy law. All Claims, liabilities, causes of action, or defenses of or to the United States or any state shall survive the Chapter 11 Cases as if the Chapter 11 Cases had not been commenced and be determined in the ordinary course of business, including in the manner and by the administrative or judicial tribunals in which such rights, defenses or Claims would have been resolved or adjudicated if the Chapter 11 Cases had not been commenced; provided, that nothing in the Prepackaged Plan or

this Confirmation Order shall alter any legal or equitable rights or defenses of the Debtors or the Reorganized Debtors with respect to any such Claim, liability or cause of action under non-bankruptcy law, or be construed as an admission as to the existence of any fact or the validity of any Claim with respect to or in connection with any Claim, liability or cause of action. Without limiting the foregoing, for the avoidance of doubt: (a) the United States or any state shall not be required to file any proofs of claim in the Debtors’ Chapter 11 Cases in order to be paid on account of any Claim, liability or cause of action; (b) nothing shall affect or impair the exercise of the United States’ or any state’s police and regulatory powers (including the power to set and alter financial assurance requirements) against the Debtors and/or the Reorganized Debtors; (c) nothing shall be interpreted to impair audit rights or to require the United States or any state to novate or otherwise consent to the transfer of any federal or state interests; and (d) nothing shall affect or impair the United States’ or any state’s rights to assert setoff and recoupment against the Debtors and/or the Reorganized Debtors and such rights are expressly preserved.

53.        Exit RBL Facility . The incurrence of indebtedness, provision of guarantees and granting of collateral under the Exit RBL Facility and the Exit RBL Facility Documents on the Effective Date are in the best interests of the Reorganized Debtors, and are necessary and appropriate for the consummation of the Prepackaged Plan and the operations of the Reorganized Debtors. The Exit RBL Facility Documents were negotiated at arm’s length, and in good faith, without the intent to hinder, delay or defraud any creditor or Interest holder of the Debtors. The Debtors have provided sufficient and adequate notice of the Exit RBL Facility and the Exit RBL Facility Documents to all parties in interest in the Chapter 11 Cases. The terms and conditions of the Exit RBL Facility, as set forth in the Plan Supplement, are fair and reasonable, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties and are

approved. The execution, delivery and performance by the Debtors or Reorganized Debtors, as the case may be, of any Exit RBL Facility Documents and compliance by the Debtors or Reorganized Debtors, as the case may be, with the terms thereof are authorized by, and will not conflict with, the terms of the Prepackaged Plan or this Confirmation Order.

54.       The Debtors have made an overwhelming and uncontroverted showing of the very substantial cost, harm, risk and prejudice to these Estates and their Creditors that would result if the Prepackaged Plan is not consummated.

55.        Silo Stipulation and 9019 Order . On February 3, 2017, the Debtors filed the Motion of Debtors for Entry of an Order (i) Approving the Stipulation by and Among Debtors, Ad Hoc Committee of Unsecured Noteholders and Silo Energy, LLC and (ii) Granting Related Relief [D.I. 231] pursuant to which the Debtors sought entry of an order approving a stipulation entered into on February 1, 2017 (the “ Silo Stipulation ”). On March 10, 2017, the Court entered an order approving the Stipulation [D.I. 360] (the “ Silo Order ”).

56.        Schedules and Statements of Financial Affairs . As set forth in the Scheduling Order, subject to further order of the Court, the deadline for the Debtors to (a) file their schedules of assets, liabilities, executory contracts and unexpired leases and statements of financial affairs (the “ Schedules and Statements ”) and (b) confirm the Prepackaged Plan to permanently waive the requirement to file Schedules and Statements and the U.S. Trustee to convene a meeting of creditors pursuant to section 341(a) of the Bankruptcy Code (the “ Section 341(a) Meeting ”) was April 5, 2017.

57.        Resolution of Objections . All parties have had a full and fair opportunity to litigate all issues raised by Objections, or which might have been raised, and the Objections have been fully and fairly litigated. As presented at the Combined Hearing and as provided herein, the

consensual resolutions of certain Objections, responses, statements and comments in opposition to the Prepackaged Plan satisfy all applicable requirements of the Bankruptcy Code and the Bankruptcy Rules and are in the best interests of the Debtors, and are hereby approved.

DECREES

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

58.        Findings of Fact and Conclusions of Law . The above-referenced findings of fact and conclusions of law are hereby incorporated by reference as though fully set forth herein and shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable herein by Bankruptcy Rule 9014. To the extent that any findings of fact shall be determined to be a conclusion of law, it shall be deemed so, and vice versa.

59.        Notice of Combined Hearing . Notice of the Combined Hearing complied with the terms of the Scheduling Order, was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases and was in compliance with the Bankruptcy Code, the Bankruptcy Rules and the Local Rules.

60.        Solicitation . The solicitation of votes on the Prepackaged Plan was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases and was in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and applicable non-bankruptcy law.

61.        Ballots . The forms of Ballots exhibited to the Combined Hearing Motion are in compliance with Bankruptcy Rule 3018(c), conform to Official Form Number 14 and are approved in all respects.

62.        Approval of the Disclosure Statement . The Disclosure Statement (a) contains adequate information of a kind generally consistent with the disclosure requirements of applicable nonbankruptcy law, including the Securities Act, (b) contains “adequate information” (as such term is defined in section 1125(a)(l) and used in section 1126(b)(2) of the Bankruptcy Code) with respect to the Debtors, the Prepackaged Plan, and the transactions contemplated therein, and (c) is approved in all respects.

63.        Confirmation . The Prepackaged Plan and each of its provisions, shall be, and hereby is CONFIRMED under section 1129 of the Bankruptcy Code. The schedules to the Prepackaged Plan and the Plan Supplement are incorporated by reference into and are an integral part of the Prepackaged Plan.

64.        Objections . All Objections that have not been withdrawn, waived or settled, and all reservations of rights pertaining to Confirmation of the Prepackaged Plan, are overruled on the merits.

65.        No Action . Pursuant to the appropriate provisions of the General Corporation Law of the State of Delaware, other applicable non-bankruptcy law and section 1142(b) of the Bankruptcy Code, no action of the respective directors or stockholders of the Debtors shall be required to authorize the Debtors to enter into, execute, deliver, file, adopt, amend, restate, consummate, or effectuate, as the case may be, the Prepackaged Plan and any contract, instrument or other document to be executed, delivered, adopted or amended in connection with the implementation of the Prepackaged Plan.

66.        Plan Supplement . The documents contained or referred to in the Prepackaged Plan or the Plan Supplement, including, inter alia , the New Certificate of Incorporation, the New Bylaws, the agreement governing the Warrants, the New NGL Agreement, the form of

agreement governing the Exit RBL Facility, the Management Incentive Plan, and any amendments, modifications, and supplements thereto, and all documents and agreements related thereto (including all exhibits and attachments thereto and documents referred to therein), and the execution, delivery and performance thereof by the Reorganized Debtors, are authorized and approved. Unless the provisions of the documents contained or referred to in the Prepackaged Plan or the Plan Supplement provide otherwise, until such documents are finalized and executed, without further order or authorization of this Court, the Debtors, the Reorganized Debtors and their successors are authorized and empowered to make any and all modifications to all documents included as part of the Plan Supplement or otherwise contemplated by the Prepackaged Plan in accordance with Article 13 of the Prepackaged Plan. Subject to paragraph 132 hereof, once finalized and executed, and upon the Effective Date, the documents comprising or contemplated by the Plan Supplement and all other documents contemplated by the Prepackaged Plan shall constitute legal, valid, binding and authorized obligations of the respective parties thereto, enforceable in accordance with their terms subject to any amendments, modifications and supplements thereto without approval of this Court and, to the extent applicable, shall create, as of the Effective Date, all mortgages, deeds of trust, Liens, pledges or other security interests purported to be created thereby.

67.        Provisions of Plan and Confirmation Order Non-Severable and Mutually Dependent . The provisions of the Prepackaged Plan and this Confirmation Order, including the findings of fact and conclusions of law set forth herein, are each non-severable and mutually dependent.

68.        Preparation, Delivery and Execution of Additional Documents by Third Parties . Each holder of a Claim receiving a distribution pursuant to the Prepackaged Plan and all other

parties in interest shall, from time to time, take any reasonable actions as may be necessary or advisable to effectuate the provisions and intent of the Prepackaged Plan.

69.        Solicitation and Notice . Notice of the Combined Hearing complied with the terms of the Scheduling Order, was appropriate and satisfactory based on the circumstances of the Chapter 11 Cases and was in compliance with the provisions of the Bankruptcy Code and the Bankruptcy Rules. The solicitation of votes on the Prepackaged Plan and the distribution of Equity Release Consent Notices complied with the solicitation procedures approved in the Scheduling Order, was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases and was in compliance with the provisions of the Bankruptcy Code and the Bankruptcy Rules. Notice of the Plan Supplement and all related documents was appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases and was in compliance with the provisions of the Prepackaged Plan, the Bankruptcy Code and the Bankruptcy Rules.

70.        Plan Classifications Controlling . The classification of Claims and Interests for purposes of distributions made under the Prepackaged Plan shall be governed solely by the terms of the Prepackaged Plan. The classifications and plan treatment set forth on the Ballots tendered to or returned by the Creditors in connection with voting on the Prepackaged Plan (a) were set forth on the Ballots solely for purposes of voting to accept or reject the Prepackaged Plan, (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims and Interests under the Prepackaged Plan for distribution purposes and (c) shall not be binding on the Debtors or Reorganized Debtors.

71.        Treatment in Full Satisfaction . The treatment of Claims and Interests set forth in the Prepackaged Plan is in full and complete satisfaction of the legal, contractual and equitable

rights that each holder of a Claim or Interest may have against the Debtors, the Debtors’ Estates or their respective property, on account of such Claim or Interest.

72.        Releases of Liens . Except as otherwise provided in the Prepackaged Plan or in any contract, instrument, release or other agreement or document created pursuant to the Prepackaged Plan (including, but not limited to, the Exit RBL Facility Documents) or this Confirmation Order, on the Effective Date and concurrently with the applicable distributions made pursuant to the Prepackaged Plan and, in the case of a Secured Claim (except any RBL Credit Facility Secured Claim), satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date in accordance with the Prepackaged Plan, all mortgages, deeds of trust, Liens, pledges or other security interests against any property of the Estates shall be fully released, settled, discharged and compromised, and all rights, titles and interests of any holder of such mortgages, deeds of trust, Liens, pledges or other security interests against any property of the Estates shall revert to the Reorganized Debtors and their successors and assigns. Each holder of an Allowed Other Secured Claim shall take all actions to effectuate and confirm such termination, release and discharge as reasonably requested by the Debtors or the Reorganized Debtors. To the extent that any holder of a Secured Claim that has been satisfied or discharged in full pursuant to the Prepackaged Plan, or any agent for such holder, has filed or recorded publicly any Liens and/or security interests to secure such holder’s Secured Claim, then as soon as practicable on or after the Effective Date such holder (or the agent for such holder) shall take any and all steps requested by the Reorganized Debtors that are necessary to cancel and/or extinguish such Liens and/or security interests. The Reorganized Debtors shall be authorized to file any necessary or desirable documents to evidence such release in the name of

the party secured by such pre-Effective Date mortgages, deeds of trust, Liens, pledges or other security interests.

73.        Continued Organizational Existence . Except as otherwise provided in the Prepackaged Plan and subject to the Restructuring Transactions, each Debtor shall, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal Entity, each with all the powers of a limited liability company or a corporation, as applicable, under the laws of its respective jurisdiction of organization and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable state law.

74.       Cancellation of Existing Securities and Related Agreements and the Indentures.

(a)       On the Effective Date, except as otherwise specifically provided for in the Prepackaged Plan, all rights of any holder of Claims against, or Interests in, the Debtors, including options or warrants to purchase Interests, obligating the Debtors to issue, transfer or sell Interests of the Debtors, shall be canceled; provided that the Interests in Subsidiary Debtors shall be Reinstated. Upon receipt of a distribution on account of its Notes Claim, each record holder of Notes shall be deemed to have surrendered its Notes or other documentation underlying each Notes Claim, and all such surrendered Notes and other documentation shall be deemed to be canceled as to the Debtors pursuant to Section 5.4 of the Prepackaged Plan, except to the extent otherwise provided in the Prepackaged Plan or this Confirmation Order.

(b)       Subject to Section 5.4(b) of the Prepackaged Plan, each Indenture shall terminate as of the Effective Date, except as necessary to (i) enforce the rights, Claims and interests of the applicable Indenture Trustee vis-à-vis any parties other than the Debtors, (ii) allow each Indenture Trustee to receive distributions under the Prepackaged

Plan and to distribute them to the holders of the Notes in accordance with the terms of the Indentures, (iii) permit the Indenture Trustees to appear before the Court or any other court of competent jurisdiction after the Effective Date, and (iv) permit the Indenture Trustees to perform any functions that are necessary to effectuate the foregoing.

75.        Authorization of New Equity Securities . Without further act or action under applicable law, regulation, order or rule, Reorganized Bonanza Creek is authorized to issue the New Equity Securities on the Effective Date pursuant to the terms of the Prepackaged Plan, free and clear of all Liens, Claims and other Interests. Each share of the New Common Stock and each Warrant issued and distributed pursuant to the Prepackaged Plan shall be duly authorized, validly issued and fully paid and non-assessable. The Debtors or the Reorganized Debtors, as the case may be, are authorized to execute and deliver all documentation relating to the issuance of the aforementioned New Equity Securities and the Restructuring Transactions, and are authorized to engage in such further transactions as are determined by the Debtors (or the Reorganized Debtors) to be necessary in furtherance of the Prepackaged Plan.

76.       Exit RBL Facility.

(a)       The Debtors and Reorganized Debtors, as applicable, are authorized in all respects, without further approval of the Court or any other party, to (i) execute and deliver, or cause to be executed and delivered, the Exit RBL Facility Documents, and to perform their obligations thereunder, including, but not limited to, any documents related to the loans and other extensions of credit contemplated by the Exit RBL Facility, any guarantees thereof and any other documents executed in connection therewith, (ii) grant Liens to secure such loans, other extensions of credit, and guarantees, (iii) incur the indebtedness under the Exit RBL Facility Documents, and (iv) perform all other

obligations under the Exit RBL Facility Documents, including the payment of all fees, expenses, losses, damages, indemnities and other amounts provided under the Exit RBL Facility Documents.

(b)       The obligations under the Exit RBL Facility shall constitute legal, valid, binding and authorized obligations of the Reorganized Debtors, and the Exit RBL Facility and the Exit RBL Facility Documents shall be enforceable in accordance with their terms. The Debtors’ or Reorganized Debtors’, as applicable, entry on the Effective Date into the Exit RBL Facility and the Exit RBL Facility Documents, are approved in all respects by virtue of the entry of this Confirmation Order, in accordance with the Bankruptcy Code and applicable state law (including, but not limited to, section 303 of the Delaware General Corporations Law, to the extent applicable) and without the need for any further corporate action or any further action by holders of Claims against or Interests in the Debtors or the Reorganized Debtors or stockholders, directors, members or partners of the Debtors or the Reorganized Debtors, and with like effect as if such actions had been taken by unanimous actions thereof.

(c)       Each of the Reorganized Debtors, without any further action by the Court or any Reorganized Debtor’s officers, directors or stockholders, is hereby authorized and directed to enter into, and take such actions as necessary to perform under, or otherwise effectuate, the Exit RBL Facility and the Exit RBL Facility Documents, as well as any notes, documents or agreements in connection therewith, including, without limitation, any documents required in connection with the creation, continuation or perfection of Liens or other security interests in connection therewith.

(d)       On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit RBL Facility and the Exit RBL Facility Documents shall (i) be legal, valid, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit RBL Facility and the Exit RBL Facility Documents and with the priorities established in respect thereof under applicable non-bankruptcy law, (ii) be deemed automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit RBL Facility and the Exit RBL Facility Documents, (iii) not be subject to avoidance, recharacterization or subordination (including equitable subordination) for any purpose whatsoever and (iv) not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law.

(e)       The Reorganized Debtors and the secured parties (and their designees and agents) under the Exit RBL Facility Documents are hereby authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to evidence, establish, continue and perfect, or to evidence the perfection of, 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 Prepackaged Plan and this Confirmation Order (it being understood that perfection of the Liens and security interests granted under the Exit RBL Facility Documents shall occur automatically by virtue of the entry of this 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.

(f)       Notwithstanding anything to the contrary in this Confirmation Order or the Prepackaged Plan, the Court’s retention of jurisdiction shall not govern any disputes arising or asserted under, or any enforcement action or rights or remedies taken or exercised in connection with, any documentation executed in connection with the Exit RBL Facility, the Exit RBL Facility Documents or any Liens or other security interests related thereto.

(g)       In the event of any inconsistency between the terms and provisions of the Exit RBL Facility (including the Exit RBL Facility Documents) and this Confirmation Order, the Plan Supplement, or the Prepackaged Plan, the terms and provisions of the Exit RBL Facility (including the Exit RBL Facility Documents) shall control.

77.       Restructuring Transactions.

(a)       On the Effective Date, contemporaneously with the cancellation and discharge of all Claims pursuant to the Prepackaged Plan and the issuance of the New Equity Securities, the Reorganized Debtors may effect the Restructuring Transactions. The Restructuring Transactions may include (i) dissolving companies or creating new companies, (ii) merging, dissolving, transferring assets or otherwise consolidating any of the Debtors in furtherance of the Prepackaged Plan, or engaging in any other transaction in furtherance of the Prepackaged Plan, (iii) executing and delivering appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, liquidation, domestication, continuation or reorganization containing terms that are consistent with the terms of the Prepackaged

Plan and that satisfy the requirements of applicable law; (iv) executing and delivering appropriate instruments of transfer, assignment, assumption or delegation of any property, right, liability, debt or obligation on terms consistent with the terms of the Prepackaged Plan; (v) filing appropriate certificates or articles of merger, consolidation or dissolution or other filings or recordings pursuant to applicable state law; and (vi) taking any other action in connection with such organizational restructurings. In each case in which the surviving, resulting or acquiring Entity in any of these transactions is a successor to a Reorganized Debtor, such surviving, resulting or acquiring Entity will perform the obligations of the applicable Reorganized Debtor pursuant to the Prepackaged Plan, and pay or otherwise satisfy the applicable Allowed Claims. Implementation of any Restructuring Transactions shall not affect any performance obligations, distributions, discharges, exculpations, releases or injunctions set forth in the Prepackaged Plan.

(b)       The Debtors or the Reorganized Debtors, as the case may be, are hereby authorized to execute and deliver such contracts, instruments, certificates, agreements and documents (collectively, the “ Restructuring Documents ”) to make such filings under state law or applicable law and to take such other actions as any appropriate officer may determine to be necessary, appropriate or desirable to effect the transactions contemplated by Section 5.5(e) of the Prepackaged Plan.  Each appropriate officer of each Debtor or Reorganized Debtor is authorized to execute, deliver, file and have recorded any of the Restructuring Documents and to take such other actions on behalf of such Debtor or Reorganized Debtor as such person may determine to be required, appropriate or desirable under state law or any other applicable law in connection with

the Restructuring Transactions, and the appropriate officers of each Debtor or Reorganized Debtor are authorized to certify or attest to any of the foregoing actions.  The execution and delivery or filing of any such Restructuring Document or the taking of any such action shall be deemed conclusive evidence of the authority of such person to so act.  Each federal, state and local governmental agency or department is authorized and directed to accept the filing of any Restructuring Document. This Confirmation Order is declared to be in recordable form and shall be accepted by any filing or recording officer of any applicable governmental authority or department without any further orders, certificates or other supporting documents.

78.       Corporate Action.

(a)       On and after the Effective Date, the adoption, filing, approval and ratification, as necessary, of all limited liability company, corporate or related actions contemplated hereby for each of the Reorganized Debtors, including the Restructuring Transactions, shall be deemed authorized and approved in all respects. Without limiting the foregoing, such actions may include: (i) the adoption and filing of an amendment to the New Certificate of Incorporation, (ii) the adoption of the New Bylaws, (iii) the adoption and filing of the Reorganized Subsidiary Debtors’ Certificates of Formation and Operating Agreements, as applicable, (iv) the election or appointment, as the case may be, of directors, officers, managers or managing members for the Reorganized Debtors, (v) the issuance of the New Equity Securities, (vi) the Restructuring Transactions to be effectuated pursuant to the Prepackaged Plan and (vii) the qualification of any Reorganized Debtors as foreign corporations if and wherever the conduct of business by such entities requires such qualification.

(b)       All matters provided for in the Prepackaged Plan or in this Confirmation Order involving the organizational structure of any Debtor or any Reorganized Debtor, or any limited liability company or corporate action required by any Debtor or any Reorganized Debtor in connection with the Prepackaged Plan, shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders or directors of such Debtor or Reorganized Debtor or by any other stakeholder.

(c)       On and after the Effective Date, the appropriate officers of each Reorganized Debtor and members of the board of directors, board of managers or equivalent body of each Reorganized Debtor are authorized and directed to issue, execute, deliver, file and record any and all agreements, documents, securities, deeds, bills of sale, conveyances, releases and instruments contemplated by the Prepackaged Plan in the name of and on behalf of such Reorganized Debtor and to take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Prepackaged Plan.

79.        New Board . Pursuant to Section 10.3 of the Prepackaged Plan, immediately on the Effective Date, the term of the current members of the Board shall expire and the Persons proposed to serve as members of the New Board, as appropriately disclosed in accordance with the Plan, shall be the members of the New Board.

80.        Securities Laws Exemption . Other than any New Common Stock purchased pursuant to the Backstop Commitment (as defined in the Backstop Commitment Agreement), which shall be exempt to the maximum extent permitted by law, the offering, issuance, distribution and sale of the New Equity Securities, including (a) shares of Reorganized BCEI in connection with the Rights Offering (including, without limitation, the New Common Stock

issued in connection with the payment of the Backstop Fee), (b) shares of Reorganized BCEI in connection with the Settlement Consideration, (c) shares of Reorganized BCEI issued upon the exercise of Warrants, (d) shares of Reorganized BCEI issued in connection with the Silo Stipulation and (e) Commitment Equity (collectively, the “ 1145 Securities ”), are exempt from the registration requirements of the Securities Act pursuant to section 1145 of the Bankruptcy Code and/or applicable nonbankruptcy law requiring registration and/or prospectus delivery or qualification prior to the offering, issuance, distribution, or sale of securities (including section 4(a)(2) of the Securities Act with respect to any securities issued or transferred under the Prepackaged Plan). If and to the extent that any New Common Stock purchased pursuant to the Backstop Commitment is not otherwise exempt from the registration requirements of the Securities Act pursuant to section 1145 of the Bankruptcy Code or otherwise, it shall be exempt under section 4(a)(2) of the Securities Act. In addition, such 1145 Securities will be freely tradable in the U.S. by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with applicable securities laws and any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such securities or instruments and subject to any restrictions in the Reorganized Debtors’ New Certificate of Incorporation, New Bylaws or other organizational documents. DTC shall accept and conclusively rely upon the Prepackaged Plan and this Confirmation Order in lieu of a legal opinion regarding whether any of the New Common Stock is exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

81.        Distributions Under the Prepackaged Plan . All distributions under the Prepackaged Plan shall be made in accordance with Article 6 of the Prepackaged Plan.

82.        Unclaimed Distributions . All distributions under the Prepackaged Plan that remain unclaimed for one year after attempted distribution shall indefeasibly revert to Reorganized Bonanza Creek. Upon such reversion, the relevant Allowed Claim (and any Claim on account of missed distributions) shall be automatically discharged and forever barred, notwithstanding any federal or state escheat laws to the contrary.

83.        Disputed Claims . On and after the Effective Date, the Reorganized Debtors shall have the sole authority to litigate, compromise, settle, otherwise resolve or withdraw any objections to all Claims against the Debtors and to compromise and settle any such Claims without notice to or approval by the Court or any other party.

84.        Other Administrative Claim Bar Date .  All requests for payment of Administrative Expense Claims that accrued on or before the Effective Date (other than Professional Fee Claims, which are subject to the provisions of ‎ Section 7.1 of the Prepackaged Plan) must be filed with the Solicitation and Claims Agent and served on counsel for the Debtors and Reorganized Debtors by the Administrative Expense Claim Bar Date. Any requests for payment of Administrative Expense Claims pursuant to ‎ Section 7.2 of the Prepackaged Plan that are not properly filed and served by the Administrative Expense Claim Bar Date shall be disallowed automatically without the need for any objection from the Debtors or the Reorganized Debtors or any action by the Court. Notwithstanding the foregoing, requests for payment of Administrative Expense Claims need not be filed for Administrative Expense Claims that (a) are for goods or services provided to the Debtors in the ordinary course of business, (b) previously have been Allowed by Final Order of the Court, (c) are for Cure amounts, (d) are on account of postpetition taxes (including any related penalties or interest) owed by the Debtors or the Reorganized Debtors to any Governmental Unit, (e) the Debtors or Reorganized Debtors have

otherwise agreed in writing do not require such a filing, (f) are for Adequate Protection Obligations pursuant to the Final Cash Collateral Order, or (g) arise pursuant to 28 U.S.C. § 1930.

85.        Approval of Assumption or Rejection of Executory Contracts . Entry of this Confirmation Order shall, subject to the occurrence of the Effective Date, constitute approval, to the extent applicable, pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of (a) the assumption of the executory contracts and unexpired leases assumed pursuant to Article 9 of the Prepackaged Plan, (b) the assumption and assignment of the executory contracts and unexpired leases assumed and assigned pursuant to Article 9 of the Prepackaged Plan, and (c) the rejection of the executory contracts and unexpired leases rejected pursuant to Article 9 of the Prepackaged Plan; provided, however, that nothing in this Confirmation Order shall be construed as an Order of this Court compelling performance under any assumed contract or lease.

86.        Waiver of Deadlines to File Schedules . The requirements that the Debtors (a) file the Schedules and Statements and (b) the U.S. Trustee convene the Section 341(a) Meeting are permanently waived.

87.        Inclusiveness . Each executory contract and unexpired lease that is assumed, whether or not such executory contract or unexpired lease relates to the use, acquisition or occupancy of real property, shall include (a) all modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that in any manner that affects such executory contract or unexpired lease and (b) all executory contracts or unexpired leases appurtenant to the premises, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, reciprocal easement agreements and any other interests in real estate or rights or

remedies related to such premises, unless any of the foregoing agreements has been or is rejected pursuant to an order of the Court or is otherwise rejected as part of the Prepackaged Plan.

88.        Notice of Assumption and Rejection of Executory Contracts and Unexpired Leases Assumed Under the Prepackaged Plan . The filing of the Prepackaged Plan and the schedules thereto, the distributions of Notices of Intent to Assume or Reject and the publication of notice of the entry of this Confirmation Order provide adequate notice of the assumption, assumption and assignment and rejection of executory contracts and unexpired leases pursuant to Article 9 of the Prepackaged Plan (both for contracts and leases that appear on any of those schedules and for contracts and leases assumed or rejected by category or default).

89.        Cure of Defaults . The parties to each executory contract and unexpired lease to be assumed or assumed and assigned pursuant to the Prepackaged Plan were afforded good and sufficient notice of such assumption or assumption and assignment and an opportunity to object and be heard. Treatment Objections shall be resolved in accordance with Section 9.4(c) of the Prepackaged Plan. In accordance with Section 9.4(d) of the Prepackaged Plan, if a Treatment Objection is filed with respect to any executory contract or unexpired lease sought to be assumed or rejected by any of the Reorganized Debtors, the Reorganized Debtors reserve the right (a) to seek to assume or reject such agreement at any time before the assumption, rejection or assignment of, or Cure for, such agreement is determined by Final Order and (b) to the extent a Final Order is entered resolving a dispute as to Cure or the permissibility of assignment (but not approving the assumption of the executory contract or unexpired lease sought to be assumed), to seek to reject such agreement within 14 calendar days after the date of such Final Order, in each case by filing with the Court and serving upon the applicable Assumption Party or Rejection Party, as the case may be, a Notice of Intent to Assume or Reject.

90.        Treatment Objection Deadline . With respect to an executory contract or unexpired lease sought to be assumed, rejected or deferred pursuant to the Prepackaged Plan, the Treatment Objection Deadline shall be the deadline for filing and serving a Treatment Objection, which deadline shall be 4:00 p.m. (prevailing Eastern Time) on (a) for an executory contract or unexpired lease listed on Schedule 9.2(a) or 9.2(b) of the Prepackaged Plan, the 14th calendar day after the relevant schedule is filed and notice thereof is mailed, (b) for an executory contract or unexpired lease the proposed treatment of which has been altered by an amended or supplemental Schedule 9.2(a) or 9.2(b) of the Prepackaged Plan, the 14th calendar day after such amended or supplemental schedule is filed and notice thereof is mailed, (c) for an executory contract or unexpired lease for which a Notice of Intent to Assume or Reject is filed, the 14th calendar day after such notice is filed and mailed and (d) for any other executory contract or unexpired lease, including any to be assumed or rejected by category pursuant to ‎ Section 9.1 or ‎ Section 9.3 of the Prepackaged Plan (without being listed on Schedule ‎ 9.2(a) or ‎ 9.2(b)), the deadline for objections to Confirmation of the Prepackaged Plan established pursuant to the Scheduling Order or other applicable order of the Court.

91.        Rejection Claims and Rejection Bar Date . Any Rejection Claim must be filed with the Claims Agent no later than the date that is 30 days after the Debtors serve notice of the entry of an order, including this Confirmation Order, approving the rejection of such executory contract or unexpired lease (the “ Rejection Bar Date ”). Any Rejection Claim for which a Proof of Claim is not properly filed and served by the Rejection Bar Date shall be forever barred and shall not be enforceable against the Debtors, the Reorganized Debtors or their respective Estates or properties. The Debtors or the Reorganized Debtors may contest any Rejection Claim in accordance with ‎ Section 8.1 of the Prepackaged Plan.

92.        Adequate Assurance for Counterparties to Executory Contracts Assumed Under the Prepackaged Plan . Subject only to the occurrence of the Effective Date, to the extent applicable, all counterparties to all executory contracts and unexpired leases of the Debtors assumed or assumed and assigned in accordance with Article 9 of the Prepackaged Plan are deemed to have been provided with adequate assurance of future performance pursuant to section 365(f) of the Bankruptcy Code.

93.        Sureties . Subject to the terms of the first paragraph of Section 9.3 of the Prepackaged Plan, each Surety Bond shall be deemed assumed with the consent of the issuer of the Surety Bond effective as of the Effective Date and each Reorganized Debtor party thereto shall pay any and all premiums and other obligations due or that may become due on or after the Effective Date.

94.        Employee Benefits .  As of the Effective Date, unless specifically listed on Schedule 9.2(a) or 9.2(b) of the Prepackaged Plan or rejected or otherwise addressed by an order of the Bankruptcy Court (including, without limitation, by virtue of the Debtors having been granted the authority to terminate any such plan, policy, program or agreement or the Bankruptcy Court determining that the Debtors cannot successfully reorganize absent such termination), the Debtors and the Reorganized Debtors may (but have no obligation to) honor, in the ordinary course of business, the Debtors’ written contracts, agreements, policies, programs and plans for, among other things, compensation, reimbursement, healthcare benefits, disability benefits, deferred compensation benefits, travel benefits (including retiree travel benefits), vacation and sick leave benefits, savings, severance benefits, retirement benefits, welfare benefits, relocation programs, life insurance and accidental death and dismemberment insurance, including written contracts, agreements, policies, programs and plans for incentive compensation for the directors,

officers and employees of any of the Debtors who served in such capacity at any time, including, for the avoidance of doubt, (a) the Severance Plan and (b) the STIP, in each case in accordance with and as contemplated by the Restructuring Support Agreement.  In addition, upon the Effective Date, all awards authorized by the Board under the STIP that have not been paid prior to the Effective Date shall be paid to the applicable award recipients, and with respect to awards granted prior to the Petition Date under the LTIP, all shares that would have vested and been distributed, according the terms of such awards, at any time during the period from the Petition Date through the Effective Date , shall be deemed to have been distributed immediately prior to the Effective Date and be Existing Equity Interests under the Plan; provided that , for the avoidance of doubt, nothing in this Plan shall have the effect of accelerating payments under the STIP or the vesting or distribution of shares under the LTIP.  To the extent that the above-listed contracts, agreements, policies, programs and plans are executory contracts, pursuant to sections 365 and 1123 of the Bankruptcy Code, unless a Treatment Objection is timely filed and properly served, each of them will be deemed assumed (as modified or terminated) as of the Effective Date with a Cure of zero dollars.  However, notwithstanding anything else herein, the assumed plans shall be subject to modification in accordance with the terms thereof at the discretion of the Reorganized Debtors.  With respect to the Severance Plan and the Employment Agreements, and without in any way modifying or limiting the Debtors’ rights and remedies thereunder, upon the Effective Date the Severance Plan shall be deemed to be amended where applicable to provide and clarify that the consummation of the Restructuring Transactions and any associated organizational changes shall not constitute a “Change in Control,” be considered a “Good Reason” event, or serve as a basis to trigger any rights or benefits under the Severance Plan.   For the avoidance of doubt, any amendments to the Severance Plan and/or waivers related to any

Employment Agreement described in this Section 9.3(d) of the Prepackaged Plan shall amend the Severance Plan or waive rights under the Employment Agreements only as expressly provided therein and all other terms of the Severance Plan and Employment Agreement shall remain in full force and effect.  The New Board may, at any time, amend the Severance Plan in any manner other than to impair vesting (including accelerated vesting) of the Emergence Grants.

95.        Operation as of the Effective Date . As of the Effective Date, unless otherwise provided in the Prepackaged Plan or this Confirmation Order, the Reorganized Debtors may operate their businesses and may use, acquire and dispose of property and settle and compromise Claims and Interests without supervision or approval by the Court and free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules and in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code with respect to the Debtors.

96.        Discharge of Claims and Termination of Interests . Except as otherwise specifically provided in the Prepackaged Plan or this Confirmation Order, the rights afforded in the Prepackaged Plan and the payments and distributions to be made thereunder shall discharge all existing debts of, and Claims against, the Debtors and shall terminate all Interests in the Debtors, as well as all interests of any kind, nature or description whatsoever in or against any of the Debtors or any of their assets or properties to the fullest extent permitted by section 1141 of the Bankruptcy Code. Except as otherwise specifically provided in the Prepackaged Plan or this Confirmation Order, upon the Effective Date, all existing Claims against the Debtors and Interests in the Debtors shall be, and shall be deemed to be, discharged and terminated, and all holders of such Claims and Interests (and all representatives, trustees or agents on behalf of each

holder) shall be precluded and enjoined from asserting against the Reorganized Debtors, their successors or assignees, or any of their assets or properties, any other or further Claim or Interest based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date, whether or not the facts or legal bases therefore were known or existed prior to the Effective Date. This Confirmation Order shall be a judicial determination of the discharge of all Claims against, liabilities of and Interests in the Debtors, subject to the occurrence of the Effective Date. Notwithstanding anything to the contrary in the Prepackaged Plan or the Confirmation Order, until an Unsecured Trade Claim is paid in full, such Unsecured Trade Claim shall not be discharged and terminated.

97.        Discharge of Debtors . Upon the Effective Date and in consideration of the distributions to be made under the Prepackaged Plan, except as otherwise specifically provided in the Prepackaged Plan or this Confirmation Order, each holder (as well as any representatives, trustees or agents on behalf of each holder) of a Claim or Interest and any Affiliate of such holder shall be deemed to have forever waived, released and discharged the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from any and all Claims, Interests, rights and liabilities that arose prior to the Effective Date. Upon the Effective Date, all such Persons and Entities shall be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting any such discharged Claim against, or terminated Interest in, the Debtors.

98.        Term of Injunction or Stay . Unless otherwise provided in the Prepackaged Plan or in this Confirmation Order, any injunction or stay arising under or entered during the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code or otherwise that is in

existence on the Confirmation Date shall remain in full force and effect until the later of the Effective Date and the date indicated in the order providing for such injunction or stay.

99.        Exculpation . Pursuant to the Prepackaged Plan, and except as otherwise specifically provided in the Prepackaged Plan or this Confirmation Order, none of the Exculpated Parties shall have or incur any liability to any holder of a Claim, Cause of Action or Interest for any act or omission in connection with, related to or arising out of, the Chapter 11 Cases, the negotiation of any settlement or agreement, contract, instrument, release or document created or entered into in connection with the Prepackaged Plan or in the Chapter 11 Cases (including the Plan Supplement and the Restructuring Support Agreement and, in each case, any documents related thereto), the pursuit of confirmation of the Prepackaged Plan, the consummation of the Prepackaged Plan, the preparation and distribution of the Disclosure Statement, the offer, issuance and distribution of any securities issued or to be issued under or in connection with the Prepackaged Plan, any other prepetition or postpetition act taken or omitted to be taken in connection with or in contemplation of the restructuring of the Debtors or the administration of the Prepackaged Plan or the property to be distributed under the Prepackaged Plan, except for any act or omission that is determined in a Final Order to have constituted willful misconduct (including, without limitation, actual fraud) or gross negligence.

100.        Release by the Debtors . Pursuant to the Prepackaged Plan and section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Prepackaged Plan (including ‎ Section 11.11 of the Prepackaged Plan) or this Confirmation Order, on and after the Effective Date, for good and valuable consideration, including their cooperation and contributions to the Chapter 11 Cases, the Released Parties shall be deemed released and discharged by the Debtors, the Reorganized Debtors and their Estates from any and all Claims,

obligations, debts, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, asserted or unasserted, existing or hereinafter arising, in law, equity or otherwise, whether for tort, fraud, contract, violations of federal or state laws or otherwise, including Avoidance Actions, those Causes of Action based on veil piercing or alter-ego theories of liability, contribution, indemnification, joint liability or otherwise that the Debtors, the Reorganized Debtors, their Estates or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity or that any holder of a Claim or Interest or other Entity would have been legally entitled to assert derivatively for or on behalf of the Debtors, their Estates or the Reorganized Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the Chapter 11 Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Prepackaged Plan, the business or contractual arrangements between any Debtor and any Released Party excluding any assumed executory contract or lease, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation or preparation of the Prepackaged Plan, the Disclosure Statement, the Plan Supplement, the Restructuring Support Agreement, the Loan Documents (as defined in the Exit RBL Facility Documents), the Exit RBL Facility Documents, the Backstop Agreement, the Rights Offering Procedures, the Management Incentive Plan, the New Equity Securities, or, in each case, related agreements, instruments or other documents, or upon any other act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a Final Order to

have constituted willful misconduct, actual fraud or gross negligence; provided , that if any Released Party directly or indirectly brings or asserts any Claim or Cause of Action that has been released or is contemplated to be released pursuant to the Prepackaged Plan in any way arising out of or related to any document or transaction that was in existence prior to the Effective Date against any other Released Party, and such Released Party does not abandon such Claim or Cause of Action upon request, then the release set forth in ‎ Section 11.7 of the Prepackaged Plan shall automatically and retroactively be null and void ab initio with respect to the Released Party bringing or asserting such Claim or Cause of Action; provided , further , that the immediately preceding proviso shall not apply to (a) any action by a Released Party in the Court (or any other court determined to have competent jurisdiction), including any appeal therefrom, to prosecute the amount, priority or secured status of any prepetition or ordinary course administrative Claim against the Debtors or (b) any release or indemnification provided for in any settlement or granted under any other court order, provided that, in the case of (a) through (b), the Debtors shall retain all defenses related to any such action.

101.        Voluntary Releases by the Holders of Claims and Interests . Except as otherwise specifically provided in the Prepackaged Plan or this Confirmation Order, on and after the Effective Date, for good and valuable consideration, in each case excluding the Excluded Parties, the Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged the Released Parties from any and all Claims, interests, obligations, debts, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, asserted or unasserted, existing or hereinafter arising, in law, equity or otherwise, whether for tort, fraud, contract, violations of federal or state laws or otherwise, including Avoidance Actions, those Causes of Action based on

veil piercing or alter-ego theories of liability, contribution, indemnification, joint liability or otherwise that such Releasing Party would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the Estates, the restructuring, the Chapter 11 Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Prepackaged Plan, the business or contractual arrangements between any Debtor and any Releasing Party excluding any assumed executory contract or lease, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation or preparation of the Prepackaged Plan, the Disclosure Statement, the Restructuring Support Agreement, the Plan Supplement, the Exit RBL Facility Documents, the Management Incentive Plan, the Backstop Agreement, the Rights Offering Procedures, the New Equity Securities, or, in each case, related agreements, instruments or other documents, or upon any other act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a Final Order to have constituted willful misconduct (including, without limitation, actual fraud) or gross negligence; provided that any holder of a Claim or Interest that elects to opt out of the releases contained in Section 11.8 of the Prepackaged Plan shall not receive the benefit of the releases set forth in Section 11.8 of the Prepackaged Plan (even if for any reason otherwise entitled).

102.        Injunction . Except as otherwise specifically provided in the Prepackaged Plan or this Confirmation Order, all Persons and Entities who have held, hold or may hold Claims, interests, Causes of Action, Interests or liabilities that: (a) are subject to compromise and

settlement pursuant to the terms of the Prepackaged Plan; (b) have been released pursuant to ‎ Section 11.7 of the Prepackaged Plan; (c) have been released pursuant to ‎ Section 11.8 of the Prepackaged Plan; (d) are subject to exculpation pursuant to ‎ Section 11.6 of the Prepackaged Plan, including exculpated claims (but only to the extent of the exculpation provided in ‎ Section 11.6 of the Prepackaged Plan); or (e) are otherwise stayed or terminated pursuant to the terms of the Prepackaged Plan, are permanently enjoined and precluded, from and after the Effective Date, from: (i) commencing or continuing in any manner any action or other proceeding of any kind, whether directly, derivatively or otherwise, including on account of any claims, interests, Causes of Action or liabilities that have been compromised or settled against any Released Party or any Exculpated Party (or the property or estate of any Released Party or any Exculpated Party) on account of or in connection with or with respect to any released, settled, compromised, or exculpated Claims, interests, Causes of Action or liabilities; (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against any Released Party or any Exculpated Party or its property on account of or in connection with or with respect to any such released, settled, compromised, or exculpated Claims, interests, Causes of Action, or liabilities; (iii) creating, perfecting or enforcing any Lien, Claim, or encumbrance of any kind against any Released Party or its property on account of or in connection with or with respect to any such released, settled, compromised, or exculpated Claims, interests, Causes of Action, or liabilities; (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from any Released Party or any Exculpated Party or its property on account of or in connection with or with respect to any such released, settled, compromised, or exculpated Claims, interests, Causes of Action or liabilities (unless such holder has filed a timely Proof of Claim with the Court preserving the right of setoff

pursuant to section 553 of the Bankruptcy Code or otherwise); and (v) commencing or continuing in any manner any action or other proceeding of any kind against any Released Party or any Exculpated Party or its property on account of or in connection with or with respect to any such released, settled, compromised, or exculpated Claims, interests, Causes of Action, or liabilities released, settled or compromised pursuant to the Prepackaged Plan; provided that nothing contained in the Prepackaged Plan or in this Confirmation Order shall preclude a Person or Entity from obtaining benefits directly and expressly provided to such Person or Entity pursuant to the terms of the Prepackaged Plan; provided, further , that nothing contained in the Prepackaged Plan or in this Confirmation Order shall be construed to prevent any Person or Entity from defending against claims objections or collection actions whether by asserting a right of setoff or otherwise to the extent permitted by law.

103.        Bankruptcy Court Jurisdiction to Evaluate Scope of Release and Exculpation and Related Injunction . Following entry of this Confirmation Order, this Court shall retain jurisdiction to consider any and all Claims or Causes of Action subject to the exculpations and releases in Article 11 of the Prepackaged Plan for the purpose of determining whether such claims belong to the Debtors’ Estates or third parties.

104.       Except as otherwise specifically provided in the Prepackaged Plan or this Confirmation Order, all Persons or Entities who have held, hold or may hold Claims or Interests that arose prior to the Effective Date and all other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, representatives and Affiliates, are permanently enjoined, from and after the Effective Date, from (i) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim (including, without limitation, a Section 510(b) Claim) against or Interest in the Debtors, the

Reorganized Debtors or property of any Debtors or Reorganized Debtors, other than to enforce any right to a distribution pursuant to the Prepackaged Plan, (ii) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against the Debtors, the Reorganized Debtors or property of any Debtors or Reorganized Debtors, other than to enforce any right to a distribution pursuant to the Prepackaged Plan, (iii) creating, perfecting or enforcing any Lien or encumbrance of any kind against the Debtors or Reorganized Debtors or against the property or interests in property of the Debtors or Reorganized Debtors other than to enforce any right to a distribution pursuant to the Prepackaged Plan or (iv) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from the Debtors or Reorganized Debtors or against the property or interests in property of the Debtors or Reorganized Debtors, with respect to any such Claim or Interest. Such injunction shall extend to any successors or assignees of the Debtors and Reorganized Debtors and their respective properties and interest in properties.

105.       Preservation of Causes of Action.

(a)       Except as expressly provided in Article 11 of the Prepackaged Plan or this Confirmation Order, nothing contained in the Prepackaged Plan or this Confirmation Order shall be deemed to be a waiver or relinquishment of any rights or Causes of Action that the Debtors, the Reorganized Debtors or the Estates may have or that the Reorganized Debtors may choose to assert on behalf of their respective Estates under any provision of the Bankruptcy Code or any applicable non-bankruptcy law, including, without limitation, (i) any and all Causes of Action or Claims against any Person or Entity, to the extent such Person or Entity asserts a crossclaim, counterclaim and/or claim for setoff that seeks affirmative relief against the Debtors, the Reorganized Debtors, their

officers, directors or representatives or (ii) the turnover of any property of the Estates to the Debtors.

(b)       Except as set forth in Article 11 of the Prepackaged Plan or this Confirmation Order, nothing contained in the Prepackaged Plan or this Confirmation Order shall be deemed to be a waiver or relinquishment of any rights or Causes of Action that the Debtors had immediately prior to the Petition Date or the Effective Date against or regarding any Claim left Unimpaired by the Prepackaged Plan. The Reorganized Debtors shall have, retain, reserve and be entitled to assert all such rights and Causes of Action as fully as if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal and equitable rights respecting any Claim left Unimpaired by the Prepackaged Plan may be asserted after the Confirmation Date to the same extent as if the Chapter 11 Cases had not been commenced.

(c)       Except as set forth in Article 11 of the Prepackaged Plan or this Confirmation Order, nothing contained in the Prepackaged Plan or this Confirmation Order shall be deemed to release any post-Effective Date obligations of any party under the Prepackaged Plan, or any document, instrument or agreement (including those set forth in the Plan Supplement) executed to implement the Prepackaged Plan.

106.        Retention of Jurisdiction . In accordance with (and as limited by) Article 14 of the Prepackaged Plan and section 1142 of the Bankruptcy Code, and except as provided in the Prepackaged Plan and this Confirmation Order, this Court may properly, and upon the Effective Date shall, retain jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases and the Prepackaged Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of the Bankruptcy Code and for, among other things, the following purposes:

(a)       To hear and determine all matters relating to the assumption or rejection of executory contracts or unexpired leases, including whether a contract or lease is or was executory or expired, and the allowance of Cure amounts and Claims resulting therefrom;

(b)       To hear and determine any motion, adversary proceeding, application, contested matter or other matter pending on the Effective Date;

(c)       To hear and determine all matters relating to the allowance, disallowance, liquidation, classification, priority or estimation of any Claim against any of the Debtors;

(d)       To ensure that distributions to holders of Allowed Claims are accomplished as provided herein;

(e)       To hear and determine all applications for compensation and reimbursement of Professional Fee Claims;

(f)       To hear and determine any application to modify the Prepackaged Plan in accordance with section 1127 of the Bankruptcy Code, to remedy any defect or omission or reconcile any inconsistency in the Prepackaged Plan, the Disclosure Statement or any order of the Court, including this Confirmation Order, in such a manner as may be necessary to carry out the purposes and effects thereof;

(g)       To grant any consensual request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;

(h)       To hear and determine disputes arising in connection with the interpretation, implementation or enforcement of the Prepackaged Plan, this Confirmation Order, any transactions or payments contemplated hereby or any agreement, instrument or other document governing or relating to any of the foregoing;

(i)       To issue injunctions, enter and implement other orders and take such other actions as may be necessary or appropriate to restrain interference by any person with the consummation, implementation or enforcement of the Prepackaged Plan, this Confirmation Order or any other order of the Court;

(j)       To issue such orders as may be necessary to construe, enforce, implement, execute and consummate the provisions of (i) contracts, instruments, releases, indentures, and other agreements or documents approved by Final Order in the Chapter 11 Cases and (ii) the Prepackaged Plan, this Confirmation Order, and contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Prepackaged Plan;

(k)       To enter, implement or enforce such orders as may be appropriate in the event this Confirmation Order is for any reason stayed, reversed, revoked, modified or vacated;

(l)       To hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code (including the expedited determination of tax under section 505(b) of the Bankruptcy Code);

(m)       To hear and determine any other matters related to the Prepackaged Plan and not inconsistent with the Bankruptcy Code;

(n)       Subject to paragraph 132 hereof, to determine any other matters that may arise in connection with or are related to the Prepackaged Plan, the Disclosure Statement, this Confirmation Order, any of the Plan Documents or any other contract, instrument, release or other agreement or document related to the Prepackaged Plan, the Disclosure Statement or the Plan Supplement; provided that the Court shall not retain jurisdiction

over disputes concerning documents contained in the Plan Supplement that have a jurisdictional, forum selection or dispute resolution clause that refers disputes to a different court and any disputes concerning documents contained in the Plan Supplement shall be governed in accordance with the provisions of such documents;

(o)       To recover all assets of the Debtors and property of the Debtors’ Estates, which shall be for the benefit of the Reorganized Debtors, wherever located;

(p)       To hear and determine all disputes involving the existence, nature or scope of the Debtors’ discharge;

(q)       To hear and determine any rights, Claims or Causes of Action held by or accruing to the Debtors or the Reorganized Debtors pursuant to the Bankruptcy Code or pursuant to any federal or state statute or legal theory;

(r)       To enforce all orders, judgments, injunctions, releases, exculpations, indemnifications and rulings entered in connection with the Chapter 11 Cases with respect to any Person or Entity;

(s)       To hear any other matter not inconsistent with the Bankruptcy Code; and

(t)       To enter a final decree closing the Chapter 11 Cases.

107.        Enforceability of Plan Documents . Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code and the provisions of this Confirmation Order, the Prepackaged Plan and all Plan-related documents shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law.

108.        Ownership and Control . The consummation of the Prepackaged Plan shall not, unless the Debtors expressly agree in writing, constitute a change of ownership or change in control, as such terms are used in any statute, regulation, contract or agreement (including, but

not limited to, any agreements assumed by the Debtors pursuant to the Prepackaged Plan or otherwise and any agreements related to employment, severance or termination agreements or insurance agreements) in effect on the Effective Date and to which any of the Debtors is a party.

109.        Proofs of Claim . Holders of Claims need not file proofs of Claim with the Court. Except for proofs of Claim asserting damages arising out of the rejection of an executory contract or unexpired lease by any of the Debtors pursuant to Section 9.5 of the Prepackaged Plan, upon the Effective Date, any proof of Claim, regardless of the time of filing, and including proofs of Claim filed after the Effective Date, shall be deemed withdrawn. On and after the Effective Date, the Reorganized Debtors shall have the sole authority to litigate, compromise, settle, otherwise resolve or withdraw any objections to all Claims against the Debtors and to compromise and settle any such Claims without notice to or approval by the Court or any other party.

110.        Withholding and Reporting Requirements . In connection with the Prepackaged Plan and all instruments issued in connection therewith and distributed thereon, the Reorganized Debtors shall comply with all applicable withholding and reporting requirements imposed by any federal, state, or local taxing authority, and all distributions under the Prepackaged Plan shall be subject to any withholding or reporting requirements. In the case of a non-Cash distribution that is subject to withholding, the distributing party may withhold an appropriate portion of such distributed property and sell such withheld property to generate Cash necessary to pay over the withholding tax. Any amounts withheld pursuant to the preceding sentence shall be deemed to have been distributed to and received by the applicable recipient for all purposes of the Prepackaged Plan. Notwithstanding the above, each holder of an Allowed Claim that is to receive a distribution under the Prepackaged Plan shall have the sole and exclusive responsibility

for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such distribution. The Reorganized Debtors have the right, but not the obligation, to not make a distribution until such holder has made arrangements satisfactory to such issuing or distributing party for payment of any such tax obligations. The Reorganized Debtors may require, as a condition to receipt of a distribution, that the holder of an Allowed Claim complete and return a Form W-8 or W-9, as applicable to each such holder. If the Reorganized Debtors make such a request and the holder fails to comply before the date that is 180 days after the request is made, the amount of such distribution shall irrevocably revert to the applicable Reorganized Debtor and any Claim in respect of such distribution shall be discharged and forever barred from assertion against such Reorganized Debtor or its respective property.

111.        Exemption from Transfer Taxes and Recording Fees . Pursuant to section 1146(a) of the Bankruptcy Code, the issuance, transfer or exchange of a security, or the making or delivery of an instrument of transfer under the Plan, may not be taxed under any law imposing a stamp tax or similar tax.

112.        Effectiveness of All Actions . All actions authorized to be taken pursuant to the Prepackaged Plan shall be effective on, prior to or after the Effective Date pursuant to this Confirmation Order, without further application to, or order of the Court, or further action by the respective officers, directors, members or stockholders of Reorganized Bonanza Creek or the other Reorganized Debtors and with the effect that such actions had been taken by unanimous action of such officers, directors, members or stockholders.

113.        Approval of Consents . This Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules and regulations of all states and any other

governmental authority with respect to the implementation or consummation of the Prepackaged Plan and any documents, instruments, or agreements, and any amendments or modifications thereto, and any other acts and transactions referred to in or contemplated by the Prepackaged Plan, the schedules to the Prepackaged Plan, the Plan Supplement and the Disclosure Statement and any documents, instruments or agreements, and any amendments or modifications thereto.

114.        Payment of Professionals . As of the date of this Confirmation Order, any requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors and Reorganized Debtors may employ and pay all Professionals and may pay the reasonable and documented fees and expenses of each of the RBL Agent’s, the RBL Lenders’, and the Supporting Noteholders’ professionals, in each case, in accordance with the Final Cash Collateral Order or the Restructuring Support Agreement, as applicable, in the ordinary course of business without any further notice to, action by or order or approval of the Court or any other party.

115.        Fee Escrow Account . On the Effective Date, the Debtors shall establish and fund the Fee Escrow Account. The Debtors shall fund the Fee Escrow Account with Cash equal to the Debtors’ good faith estimate of the Professional Fee Claims. Funds held in the Fee Escrow Account shall not be considered property of the Debtors’ Estates or property of the Reorganized Debtors, but shall revert to the Reorganized Debtors only after all Allowed Professional Fee Claims have been paid in full. Fees owing to the applicable holder of a Professional Fee Claim shall be paid in Cash to such holder from funds held in the Fee Escrow Account when such Claims are Allowed by an order of the Bankruptcy Court or authorized to be paid under the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of

Professionals Pursuant to Sections 105(a), 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule 2016-2 [D.I. 184]; provided , that the Reorganized Debtors’ obligations with respect to Professional Fee Claims shall not be limited by nor deemed limited to the balance of funds held in the Fee Escrow Account. To the extent that funds held in the Fee Escrow Account are insufficient to satisfy the amount of accrued Professional Fee Claims, the holders of Professional Fee Claims shall have an Allowed Administrative Expense Claim for any such deficiency, which shall be satisfied in accordance with Section 2.1(a) of the Plan. No Liens, claims, or interests shall encumber the Fee Escrow Account in any way.

116.        Disclosure: Agreements and Other Documents . The Debtors have disclosed all material facts regarding, to the extent applicable, (a) the New Certificate of Incorporation and similar constituent documents, (b) the selection of directors and officers for the Reorganized Debtors, (c) the Restructuring Transactions described in Section 5.5 of the Prepackaged Plan and the Plan Supplement, (d) the New Common Stock, (e) the Warrants, (f) the Exit RBL Facility, (g) the Exit RBL Facility Documents, (h) the New NGL Agreement, (i) the other matters provided for under the Prepackaged Plan involving corporate action to be taken by or required of the Reorganized Debtors, and (j) all contracts, leases, instruments, releases, indentures and other agreements related to any of the foregoing.

117.        Geophysical Pursuit .  Entry of this Confirmation Order shall, subject to the Debtors’ payment to GPI (as defined below) of the Subject Fee (as defined below), constitute approval, pursuant to  Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of Debtor Bonanza Creek Energy Operating Company, LLC’s assumption of that certain Master Geophysical Data-Use License Agreement, dated as of April 24, 2012, by and between Geophysical Pursuit, Inc. (“ GPI ”) and Bonanza Creek Energy Operating Company, LLC, as may

be amended, supplemented or otherwise modified from time to time (the “ GPI License Agreement ”).  The assumption of the GPI License Agreement shall include all modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that in any manner affects the GPI License Agreement.  The Debtors have, subject to payment of the Subject Fee, obtained the consent of GPI to the assumption of the GPI License Agreement and, therefore, Section 365(c)(1)(A) of the Bankruptcy Code does not prohibit the assumption of the GPI License Agreement set forth herein.  The Debtors are authorized to pay the Subject Fee to GPI upon the Effective Date.  For purposes of this paragraph, “ Subject Fee ” shall mean that fee agreed to by the Debtors and GPI set forth in a separate side letter executed by the Debtors and GPI dated March 23, 2017.

118.        Retention of Independent Auditor . Upon entry of this Order, Grant Thornton LLP is authorized to perform a review of the interim financial information of the Debtors as of and for the three-month period ended March 31, 2017 and to be retained and employed as the independent auditor for the Reorganized Debtors, which independent auditor would be permitted to provide the Reorganized Debtors with auditing services, reviews of interim financial information, and, without limitation, auditing the Reorganized Debtors’ financial statements and internal controls over financial reporting as of December 31, 2017 and for the period from the Effective Date to December 31, 2017.  The Debtors’ officers are authorized on behalf of the Debtors to execute any engagement letter or other document, or take and perform any further acts, to effectuate the retention of Grant Thornton LLP.  For the avoidance of doubt, no action by the Board, or any committee thereof, or the New Board, or any committee thereof, is required to be taken in order to authorize or approve the retention of Grant Thornton LLP by the Debtors or 

Reorganized Debtors or the termination of the retention of the Debtors’ existing independent auditor.

119.        Cigna Contracts .   Notwithstanding anything to the contrary in the Disclosure Statement, the Plan, the Plan Schedules, other Plan Documents, this Confirmation Order, or any notice relating to the assumption of executory contracts or any notice of cure amount, any other document related to any of the foregoing or any other order of this Court: (a) on the Effective Date, the Cigna Contracts (as defined below) (including all  amendments, exhibits, schedules, certificates, banking agreements, renewal caveats and addendums related to the Cigna Contracts) will be irrevocably assumed by the Debtors pursuant to sections 105, 365(a) and 1123 of the Bankruptcy Code without the need or requirement of Cigna (as defined below) to file or serve any objection to a proposed cure amount, or a request, application, claim, Proof of Claim, proof or motion for payment or allowance of any Administrative Expense Claim; and (b) all terms, conditions, rights, claims (including claims by operation of subrogation), liabilities, obligations, defenses, limitations and exclusions set forth in, or arising pursuant to, any Cigna Contract (i) shall survive the Effective Date, (ii) shall not be amended, modified, waived, released, discharged or impaired in any respect as a result of the Disclosure Statement, the Plan, the Plan Schedules, other Plan Documents, this Confirmation Order, or any notice relating to the assumption of executory contracts or any notice of cure amount, any other document related to any of the foregoing or any other order of this Court and (iii) shall remain in full force and effect and subject to applicable non-bankruptcy law, and the Reorganized Debtors shall remain liable for all obligations thereunder regardless of whether they arise before or after the Effective Date. For purposes of this paragraph, (a) “ Cigna ” means, collectively, Cigna Health and Life Insurance Company, Life Insurance Company of North America and Cigna Behavioral Health,

Inc.; and (b) “ Cigna Contracts ” means (i) CHLIC Administrative Service Only Agreement (Account No. 3338656), effective 1/1/15, (ii) CHLIC Stop Loss Policy (Policy No. 3338656), effective 1/1/15, (iii) LINA Group Short-Term Disability Agreement for Administrative Services Only (Account No. SHD-962633), effective 1/1/15, (iv) LINA Group Life Insurance Policy No. FLX-966570, effective 1/1/15, (v) LINA Group Accident Insurance Policy No. OK-968092, effective 1/1/15, (vi) LINA Group Long-Term Disability Insurance Policy No. LK-964512, effective 1/1/15, and (vii) CBH Agreement for Life Assistance Program Services, effective 1/1/15.

120.        Silo Settlement . On the Effective Date, in accordance with the Silo Stipulation and Silo Order, the Debtors or the Reorganized Debtors, as the case may be, shall satisfy their obligations and fulfill their agreements set forth in the Silo Stipulation and Silo Order, which terms and provisions are hereby incorporated by reference into this Confirmation Order and Prepackaged Plan. In the event of any inconsistency between the terms and provisions of the Silo Stipulation and the Silo Order and this Confirmation Order or the Prepackaged Plan, then the terms and provisions of the Silo Stipulation and the Silo Order shall control. Notwithstanding anything in the Prepackaged Plan or this Confirmation Order to the contrary, the Equity Commitment Settlement Agreement shall not and shall be deemed not to modify, change or affect the Silo Stipulation or Silo Order.

121.        Equity Commitment Settlement Agreement . The terms and agreements set forth in the Equity Commitment Settlement Agreement attached hereto as Appendix B are hereby approved and incorporated by reference into this Confirmation Order. If there is any inconsistency between the terms and provisions

of the Equity Commitment Settlement Agreement and this Confirmation Order or the Prepackaged Plan, then the terms and provisions of the Equity Commitment Settlement Agreement shall control. The Debtors and Reorganized Debtors, as applicable, are authorized in all respects, without further approval of the Court or any other party, to perform their obligations under the Equity Commitment Settlement Agreement. On the Effective Date, pursuant to the Equity Commitment Settlement Agreement and on the terms set forth therein, the Debtors shall issue to each of the Equity Commitment Parties, and each of the Equity Commitment Parties shall purchase, such Equity Commitment Party’s Pro Rata Portion (as defined in the Equity Commitment Settlement Agreement) of the Commitment Equity. Notwithstanding anything to the contrary contained in the Plan or this Confirmation Order, (a) any Equity Release Consent Notice delivered by any of the Equity Commitment Parties shall be null and void and of no force or effect and each of the Equity Commitment Parties shall be deemed to be a Releasing Party and to have consented to the releases under the Plan for all purposes and (b) none of the Equity Commitment Parties shall be an Excluded Party for purposes of the Plan, and each of the Equity Commitment Parties shall be entitled to their Ratable Share of the Settlement Consideration as set forth in Section 3.2(g) of the Plan.

122.        Binding Effect . The Prepackaged Plan shall be binding upon and inure to the benefit of the Debtors, the Reorganized Debtors, all present and former holders of Claims against the Debtors or Interests in the Debtors and their respective heirs, executors, administrators, successors and assigns.

123.        Governing Law . Except to the extent that the Bankruptcy Code, the Bankruptcy Rules, other federal law or the Local Rules is applicable, or to the extent the Prepackaged Plan, an exhibit or a schedule hereto, a Plan Document or any settlement incorporated therein provides otherwise (in which case the governing law specified therein shall be applicable to such exhibit, schedule, Plan Document or settlement, as applicable), the rights, duties and obligations arising

under the Prepackaged Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws thereof.

124.        Plan Modifications . The Prepackaged Plan and the Plan Documents may be amended, modified, or supplemented by the Debtors, subject to the consent rights set forth in the Restructuring Support Agreement, in the manner provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by law, without additional disclosure pursuant to section 1125 of the Bankruptcy Code, except as otherwise ordered by the Court. In addition, after the entry of this Confirmation Order, so long as such action does not materially and adversely affect the treatment of holders of Allowed Claims and Allowed Interests pursuant to the Prepackaged Plan, the Debtors, subject to the consent rights set forth in the Restructuring Support Agreement, may remedy any defect or omission or reconcile any inconsistencies in the Prepackaged Plan, the Plan Documents, or this Confirmation Order with respect to such matters as may be necessary to carry out the purposes or effects of the Prepackaged Plan, and any holder of a Claim or Interest that has accepted the Prepackaged Plan shall be deemed to have accepted the Prepackaged Plan and Plan Documents as so amended, modified, or supplemented. Notwithstanding anything herein or in the Prepackaged Plan to the contrary, prior to the Effective Date, the Debtors, subject to the consent rights set forth in the Restructuring Support Agreement, may make appropriate technical adjustments and modifications to the Prepackaged Plan and Plan Documents without further order or approval of the Court; provided, that such adjustments and modifications do not materially adversely affect the treatment of holders of Claims or Interests under the Prepackaged Plan.

125.        Notice of Entry of Confirmation Order . The Reorganized Debtors shall serve notice of entry of this Confirmation Order in substantially the form annexed hereto as Appendix C (the “ Notice of Confirmation Order ”) on all holders of Claims and Interests, the United States Trustee for the District of Delaware and other parties in interest by causing the Notice of Confirmation Order to be mailed to such parties by first-class mail, postage prepaid, within two Business Days after the entry of this Confirmation Order. The Notice of Confirmation Order shall also be posted on the Debtors’ case information website (located at https://cases.primeclerk.com/bcei ). Such notice is adequate under the particular circumstances and is approved and no other or further notice is necessary.

126.        Substantial Consummation . On the Effective Date, the Prepackaged Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.

127.        References to Plan Provisions . The failure to include or specifically describe or reference any particular provision of the Prepackaged Plan in this Confirmation Order shall not diminish or impair the effectiveness of such provision nor constitute a waiver thereof, it being the intent of the Court that the Prepackaged Plan be approved and confirmed in its entirety.

128.        Findings of Fact . The determinations, findings, judgments, decrees and orders set forth and incorporated herein constitute this Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. Each finding of fact set forth or incorporated herein, to the extent it is or may be deemed a conclusion of law, shall also constitute a conclusion of law. Each conclusion of law set forth or incorporated herein, to the extent it is or may be deemed a finding of fact, shall also constitute a finding of fact.

129.        Waiver of Filings . Any requirement under section 521 of the Bankruptcy Code or Bankruptcy Rule 1007 obligating the Debtors to file any list, schedule or statement with the Court or the Office of the U.S. Trustee (except for monthly operating reports or any other post-confirmation reporting obligation to the U.S. Trustee), is hereby waived as to any such list, schedule or statement not filed as of the entry of this Confirmation Order.

130.        Governmental Approvals Not Required . This Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules or regulations of any state or other governmental authority with respect to the implementation or consummation of the Prepackaged Plan and Disclosure Statement, any documents, instruments or agreements (including the Plan Documents) and any amendments or modifications thereto, and any other acts referred to in, or contemplated by, the Prepackaged Plan and the Disclosure Statement.

131.        Documents, Mortgages and Instruments . Each federal, state, commonwealth, local, foreign or other governmental agency is hereby authorized to accept any and all documents, mortgages and instruments necessary or appropriate to effectuate, implement or consummate the transactions, including the Restructuring Transactions, contemplated in the Prepackaged Plan and this Confirmation Order.

132.        Conflicts Between Confirmation Order, Plan Supplement, Plan Documents and Plan . Other than as specifically set forth in this Confirmation Order, in the event of an inconsistency between the Plan and any Plan Document, or between the Plan and the Disclosure Statement, the Plan shall control. The provisions of the Prepackaged Plan and of this Confirmation Order shall be construed in a manner consistent with each other so as to effect the purposes of each; provided , however , that if there is determined to be any inconsistency between any provision of the Prepackaged Plan and any provision of this Confirmation Order that cannot be

so reconciled, then, solely to the extent of such inconsistency, the provisions of this Confirmation Order shall govern over the provisions of the Prepackaged Plan and any such provision of this Confirmation Order shall be deemed a modification of the Prepackaged Plan and shall control and take precedence.

133.        Reversal/Stay/Modification/Vacatur of Order . Except as otherwise provided in this Confirmation Order, if any or all of the provisions of this Confirmation Order are hereafter reversed, modified, vacated, or stayed by subsequent order of this Court, or any other court, such reversal, stay, modification, or vacatur shall not affect the validity or enforceability of any act, obligation, indebtedness, liability, priority, or lien incurred or undertaken by the Debtors or the Reorganized Debtors, as applicable, prior to the effective date of such reversal, stay, modification, or vacatur. Notwithstanding any such reversal, stay, modification, or vacatur of this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, or in reliance on, this Confirmation Order prior to the effective date of such reversal, stay, modification, or vacatur shall be governed in all respects by the provisions of this Confirmation Order, the Prepackaged Plan, the Plan Documents, or any amendments or modifications to the foregoing.

134.        Final Order . This Confirmation Order is a final order and the period in which an appeal must be filed shall commence upon the entry hereof.

Appendix A

The Prepackaged Plan

Appendix B

Equity Commitment Settlement Agreement

Appendix C

Notice of Confirmation

DEBTORS’ THIRD AMENDED JOINT PREPACKAGED PLAN OF
REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

Wilmington, Delaware

¹ The Debtors and debtors in possession in these cases and the last four digits of their respective Employer Identification Numbers are: Bonanza Creek Energy, Inc. (0631), Bonanza Creek Energy Operating Company, LLC (0537), Bonanza Creek Energy Resources, LLC (6378), Holmes Eastern Company, LLC (5456), Rocky Mountain Infrastructure, LLC (6659), Bonanza Creek Energy Upstream LLC (6378) and Bonanza Creek Energy Midstream, LLC (6378). The Debtors’ mailing address is 410 17th Street, Suite 1400, Denver, Colorado 80202. 

Table of Contents

Page

Schedules

Introduction

Pursuant to section 1121(a) of the Bankruptcy Code, ² the Debtors in the above-captioned jointly administered Chapter 11 Cases respectfully propose the Plan. The Debtors are the proponents of the Plan under section 1129 of the Bankruptcy Code. The Plan contemplates the reorganization of the Debtors and the resolution of all outstanding Claims against, and Interests in, the Debtors.

Pursuant to section 1125(g) of the Bankruptcy Code, votes to accept or reject a plan of reorganization may be solicited from holders of Claims or Interests entitled to vote on a plan if such solicitation complies with applicable nonbankruptcy law and if such holder was solicited before the commencement of the Chapter 11 Cases in a manner complying with applicable nonbankruptcy law. The Disclosure Statement that accompanies the Plan contains, among other things, a discussion of the Debtors’ history, businesses, properties and operations, projections for those operations, risk factors associated with the Debtors’ businesses and the Plan, and a summary and analysis of the Plan and certain related matters.

Article 1
Definitions and Rules of Interpretation

Section 1.1. Definitions

Unless the context requires otherwise, the following terms used in the Plan shall have the following meanings:

² Capitalized terms shall have the meanings ascribed to them in Section 1.1 of the Plan.

Granting Adequate Protection to Prepetition Secured Parties; (III) Modifying Automatic Stay; and (IV) Granting Related Relief entered on January 30, 2017 [Dkt. No. 210].

³ The Plan Supplement may include, among other documents, the following: (i) the organizational documents of the Reorganized Debtors; (ii) the form or material terms of the Exit RBL Facility Documents; (iii) the form of Warrant Agreement and (iv) the identity and affiliations of each director and officer of the Reorganized Debtors.

Section 1.2. Rules of Interpretation

Unless otherwise specified, all article, section, exhibit, schedule or Plan Supplement references in the Plan are to the respective article in, section in, exhibit to, schedule to or Plan Supplement to the Plan, as the same may be amended, waived or modified from time to time in accordance with the terms hereof or thereof. The words “herein,” “hereof,” “hereto,” “hereunder” and other words of similar import refer to the Plan as a whole and not to any particular article, section, subsection or clause contained herein. The rules of construction set forth in section 102 of the Bankruptcy Code are incorporated herein. Any pronoun stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter gender. Captions and headings in the Plan are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation hereof. References from or through any

date mean, unless otherwise specified, from and including or through and including, respectively. Any references herein to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document will be substantially in such form or substantially on such terms and conditions.

As to any reference in the Plan to a consent, approval or acceptance by any party, or to an issue, agreement, order or other document (or the terms thereof) that shall be reasonably acceptable to any such party, such consent, approval or acceptance shall not be unreasonably conditioned, delayed or withheld.

Section 1.3. Computation of Time

In computing any period of time prescribed or allowed by the Plan, unless otherwise expressly provided, the provisions of Bankruptcy Rule 9006(a) shall apply. If any payment, distribution, act or deadline under the Plan is required to be made or performed or occurs on a day that is not a Business Day, then the making of such payment or distribution, the performance of such act or the occurrence of such deadline shall be deemed to be on the next succeeding Business Day, but shall be deemed to have been completed or to have occurred as of the required date.

Section 1.4. References to Monetary Figures

All references in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided.

Section 1.5. Exhibits; Schedules; Plan Supplement

All exhibits and schedules to the Plan, including the Plan Supplement, are incorporated into and are a part of the Plan as if set forth in full herein.

Section 1.6. Consent Rights of Required Supporting Noteholders

Notwithstanding anything in the Plan to the contrary, any and all consent rights of the Required Supporting Noteholders set forth in the Restructuring Support Agreement with respect to the form and substance of this Plan, the Plan Supplement, the other Plan Documents, and any other Definitive Documentation (as defined in the Restructuring Support Agreement), including any amendments, restatements, supplements, or other modifications to such documents, and any consents, waivers, or other deviations under or from any such documents, shall be incorporated herein by this reference (including to the applicable definitions in section 1.1 hereof) and fully enforceable as if stated in full herein until such time as the Restructuring Support Agreement is terminated in accordance with its terms.

Article 2
Treatment of Administrative Expense Claims and Priority Tax Claims

Section 2.1. Treatment of Administrative Expense Claims

(a)       Administrative Expense Claims

Except to the extent that the applicable holder of an Allowed Administrative Expense Claim agrees to less favorable treatment with the Debtors or Reorganized Debtors, each holder of an Allowed Administrative Expense Claim shall receive, on account of such Allowed Administrative Expense Claim, (i) payment in full in Cash (1) on or as soon as reasonably practicable after the Effective Date (for Claims Allowed as of the Effective Date), (2) on or as soon as practicable after the date such Claim is Allowed (or upon such other terms as may be agreed upon by such holder and the applicable Debtor or Reorganized Debtor) or (3) as otherwise ordered by the Bankruptcy Court or (ii) such other treatment as agreed by such holder of an Allowed Administrative Expense Claim and the Debtors or Reorganized Debtors.

Notwithstanding the foregoing, Allowed Administrative Expense Claims regarding assumed agreements, obligations incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases and non-ordinary course obligations approved by the Bankruptcy Court shall be paid in full and performed by the Reorganized Debtors in the ordinary course of business (or as otherwise approved by the Bankruptcy Court) in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing or other documents relating to such Claims.

For the avoidance of doubt, the Adequate Protection Obligations shall be deemed Allowed Administrative Claims to the extent set forth in the Final Cash Collateral Order, without the necessity of filing a proof of claim with respect thereto.

(b)       Professional Fee Claims

Except to the extent that the applicable holder of an Allowed Professional Fee Claim agrees to less favorable treatment with the Reorganized Debtors, each holder of a Professional Fee Claim shall be paid in full in Cash pursuant to ‎ Section 7.1 hereof.

Section 2.2. Treatment of Priority Tax Claims

Except to the extent that the applicable holder of an Allowed Priority Tax Claim has been paid by the Debtors before the Effective Date, or the applicable Reorganized Debtor and such holder agree to less favorable treatment with the Reorganized Debtors, each holder of an Allowed Priority Tax Claim shall receive, on account of such Allowed Priority Tax Claim, at the option of the Debtors or Reorganized Debtors, (i) payment in full in Cash made on or as soon as reasonably practicable after the later of the Effective Date and the first Distribution Date occurring at least 20 calendar days after the date such Claim is Allowed, (ii) regular installment payments in accordance with section 1129(a)(9)(C) of the Bankruptcy Code or (iii) such other amounts and in such other manner as may be determined by the Bankruptcy Court to provide the holder of such Allowed Priority Tax Claim deferred Cash payments having a value, as of the Effective Date, equal to such Allowed Priority Tax Claim.

The Reorganized Debtors shall have the right, in their sole discretion, to pay any Allowed Priority Tax Claim or any remaining balance of an Allowed Priority Tax Claim (together with accrued but unpaid interest) in full at any time on or after the Effective Date without premium or penalty.

Article 3
Classification and Treatment of Other Claims and Interests

Pursuant to sections 1122 and 1123 of the Bankruptcy Code, Claims and Interests are classified for all purposes, including, without express or implied limitation, voting, confirmation and distribution pursuant to the Plan, as set forth herein. A Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class, and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the description of such different Class. A Claim or Interest is in a particular Class only to the extent that such Claim or Interest is Allowed in that Class and has not been paid or otherwise satisfied prior to the Effective Date. Any Claim or Interest that has been paid or satisfied, or any Claim or Interest that has been amended or superseded, may be adjusted or expunged on the official claims register without a claims objection having to be filed and without any further notice to or action, order or approval of the Bankruptcy Court.

Except as otherwise specifically provided for in the Plan, the Confirmation Order or other order of the Bankruptcy Court, or required by applicable non-bankruptcy law, in no event shall any holder of an Allowed Claim be entitled to receive payments that in the aggregate exceed the Allowed amount of such holder’s Claim. For the purpose of classification and treatment under the Plan, any Claim in respect of which multiple Debtors are jointly liable shall be treated as a separate Claim against each of the jointly liable Debtors.

Section 3.1. Classes and Treatment of Claims Against and Interests in the Debtors

The Plan constitutes a separate chapter 11 plan of reorganization for each Debtor. The Plan does not contemplate and is conditioned on there being no substantive consolidation of any of the Debtors. For brevity and convenience, the classification and treatment of Claims and Interests have been arranged into one chart. Such classification shall not affect any Debtor’s status as a separate legal entity, change the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of any legal entities, or cause the transfer of any assets; and, except as otherwise provided by or permitted under this Plan, all Debtors shall continue to exist as separate legal entities.

The following table designates the classes of Claims against and Interests in the Debtors and specifies which of those classes are (i) impaired or unimpaired by the Plan and (ii) entitled to

vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code or deemed to accept or reject the Plan. ⁴

⁴ The information in the table is provided in summary form, and is qualified in its entirety by Section 3.2 below.

Section 3.2. Treatment of Claims Against and Interests in the Debtors

(a)       Other Priority Claims (Class 1A-7A)

Except to the extent that the applicable Creditor agrees to less favorable treatment (or as provided in ‎ Section 6.2 hereof) with the applicable Debtor or Reorganized Debtor, each holder of an Allowed Other Priority Claim against any of the Debtors shall receive, in full satisfaction, settlement, release and discharge of and in exchange for such Claim, Cash in an amount equal to the Allowed amount of such Claim on or as soon as reasonably practicable after the latest of (i) the Effective Date, (ii) 20 calendar days after the date such Claim becomes Allowed and

(iii) the date for payment provided by any applicable agreement between the Reorganized Debtors and the holder of such Claim.

(b)       Other Secured Claims (Class 1B-7B)

Except to the extent that the applicable Creditor agrees to less favorable treatment with the applicable Debtors or Reorganized Debtors, each holder of an Allowed Other Secured Claim shall receive, as determined by Debtors or Reorganized Debtors, and in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, one of the following treatments: (i) payment in Cash in the amount of such Allowed Other Secured Claim, (ii) Reinstatement of the legal, equitable and contractual rights of the holder relating to such Allowed Other Secured Claim, (iii) a distribution of the proceeds of the sale or disposition of the Collateral securing such Allowed Other Secured Claim solely to the extent of the value of the holder’s secured interest in such Collateral, (iv) a distribution of the Collateral securing such Allowed Other Secured Claim without representation or warranty by or recourse against the Debtors or Reorganized Debtors or (v) such other treatment as necessary to satisfy the requirements of section 1124 of the Bankruptcy Code. If an Other Secured Claim is satisfied under clause ‎ (i), ‎ (iii), ‎ (iv) or ‎ (v), the Liens securing such Other Secured Claim shall be deemed released without further action by any party. Each holder of an Allowed Other Secured Claim shall take all actions to effectuate and confirm such termination, release and discharge as reasonably requested by the Debtors or the Reorganized Debtors.

Any distributions made pursuant to this ‎ Section 3.2(b) shall be made on or as soon as reasonably practicable after the latest of (i) the Effective Date, (ii) 20 calendar days after the date such Claim becomes Allowed and (iii) the date for payment provided by any agreement between the applicable Debtor and the holder of such Claim.

(c)       RBL Credit Facility Secured Claims (Class 1C-7C)

The RBL Credit Facility Secured Claims are Allowed Claims for all purposes under the Plan. Each holder of an Allowed RBL Credit Facility Secured Claim shall be entitled to receive, in full and final satisfaction of its Allowed RBL Credit Facility Secured Claim, (a) payment in full in Cash of such Claim and (b) such holder’s Ratable Share of participation in the Exit RBL Facility.

(d)       General Unsecured Claims (Class 1D-7D)

(i)       On the Effective Date, in full satisfaction of each Allowed General Unsecured Claim against Bonanza Creek, each Holder thereof shall receive its Ratable Share of: (a) 29.4% of the New Common Stock subject to dilution by the Management Incentive Plan, Warrants, and the Rights Offering Equity and (b), if such holder’s General Unsecured Claim is Allowed prior to the Subscription Expiration Deadline, 37.8% of the Subscription Rights.

(ii)       On the Effective Date, in full satisfaction of each Allowed General Unsecured Claim against Bonanza Creek Operating, each Holder thereof shall receive its Ratable Share of 17.6% of the New Common Stock subject to dilution by the Management Incentive Plan, Warrants, and the Rights Offering Equity.

(iii)       On the Effective Date, in full satisfaction of each Allowed General Unsecured Claim against Debtors other than Bonanza Creek and Bonanza Creek Operating, each Holder thereof shall receive its Ratable Share of (a) 48.5% of the New Common Stock subject to dilution by the Management Incentive Plan, Warrants, and the Rights Offering Equity and (b) 62.2% of the Subscription Rights.

(iv)       Except to the extent that the applicable Creditor agrees to less favorable treatment (or as provided in Section 6.2 hereof), each holder of a General Unsecured Claim that is Disputed as of the Effective Date and becomes an Allowed General Unsecured Claim after the Effective Date, shall receive, on or as soon as reasonably practicable after the Distribution Date that is at least 20 calendar days after such General Unsecured Claim becomes an Allowed General Unsecured Claim, its Ratable Share of the consideration described above.

(v)       The Note Claims shall be allowed in the aggregate principal amount of $800 million, plus all accrued and unpaid prepetition interest (equal to $14.88 million as of December 31, 2016), prepayment premiums (equal to $51.19 million as of December 31, 2016), allowable postpetition interest, and any other amounts or expenses payable under the Restructuring Support Agreement or Indentures and not otherwise accounted for.

(e)       Unsecured Trade Claims (Class 1E-7E)

Each holder of an Allowed Unsecured Trade Claim as of the Effective Date shall be entitled to payment in full in Cash; or other treatment that will render the Claim Unimpaired. The legal, equitable, and contractual rights of the holders of Unsecured Trade Claims are unaltered by this Plan.

(f)       Section 510(b) Claims (Class 1F-7F)

The holders of Section 510(b) Claims shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan. All Section 510(b) Claims shall be canceled and extinguished.

(g)       Existing Equity Interests (Class 1G)

The holders of Existing Equity Interests shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan. All Existing Equity Interests shall be canceled and extinguished.

Notwithstanding the foregoing, on or as soon as reasonably practicable after the Effective Date, holders of Existing Equity Interests shall receive, in exchange for the releases by such holders of the Released Parties, their Ratable Share of the Settlement Consideration; provided , however , that any holder of an Existing Equity Interest that opts not to grant the voluntary releases contained in section 11.8 of the Plan by (i) timely delivering an Equity Release Consent Notice or (ii) taking any action to become an Excluded Party, shall not be entitled to receive its Ratable Share of the Settlement Consideration.

(h)       Interests in Subsidiary Debtors (Class 2G-7G)

The Interests in the Subsidiary Debtors shall be, in the discretion of the Reorganized Debtors Reinstated or canceled on the Effective Date or as soon thereafter as reasonably practicable.

Section 3.3. Treatment of Intercompany Claims

In accordance with and giving effect to the provisions of section 1124(1) of the Bankruptcy Code, Intercompany Claims are Unimpaired by the Plan. The Debtors, however, retain the right to eliminate or adjust any Intercompany Claims as of the Effective Date by offset, cancellation, contribution or otherwise. The Intercompany Claims do not constitute General Unsecured Claims or Unsecured Trade Claims under the Plan will not receive any distributions of Cash, New Common Stock and/or other equity securities of the Reorganized Debtors under the Plan.

Article 4
Acceptance or Rejection of the Plan

Section 4.1. Voting of Claims

Each holder of a Claim in an Impaired Class that is entitled to vote on the Plan as of the Voting Record Date pursuant to ‎ Article 3 of the Plan shall be entitled to vote to accept or reject the Plan.

Section 4.2. Presumed Acceptance of Plan

Other Priority Claims (Class 1A-7A), Other Secured Claims (Class 1B-7B), Unsecured Trade Claims (Class 1E-7E) and Interests in Subsidiary Debtors (Class 2G-7G) are Unimpaired by the Plan. Pursuant to section 1126(f) of the Bankruptcy Code, the holders of Claims in such Classes are conclusively presumed to have accepted the Plan, and the votes of such holders will not be solicited.

Section 4.3. Deemed Rejection of Plan

Section 510(b) Claims (Class 1F-7F) and Existing Equity Interests (Class 1G) shall not receive any distribution under the Plan on account of such Claims or Interests. Pursuant to section 1126(g) of the Bankruptcy Code, the holders of Claims and Interests in such Classes are deemed to have rejected the Plan, and the votes of such holders will not be solicited.

Section 4.4. Acceptance by Impaired Classes

Pursuant to section 1126(c) of the Bankruptcy Code, and except as otherwise provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted the Plan if the holders of at least two-thirds in dollar amount and more than one-half in number of the Claims of such Class entitled to vote that actually vote on the Plan have voted to accept the Plan. RBL Credit Facility Secured Claims and General Unsecured Claims (Classes 1C-7C and 1D-7D) are Impaired, and the votes of holders of Claims in such Classes will be solicited. If

holders of Claims in a particular Impaired Class of Claims were given the opportunity to vote to accept or reject the Plan, but no holders of Claims in such Impaired Class of Claims voted to accept or reject the Plan, then such Class of Claims shall be deemed to have accepted the Plan.

Section 4.5. Elimination of Vacant Classes

Any Class of Claims or Interests that does not have a holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court solely for voting purposes as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan solely for purposes of (i) voting to accept or reject the Plan and (ii) determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

Section 4.6. Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code

The Plan shall be deemed a separate chapter 11 plan for each Debtor. Those Debtors whose plans contain a rejecting Class of Claims, if any, shall seek Confirmation of such plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any such rejecting Class or Classes. Subject to ‎ Article 13 of the Plan, the Debtors reserve the right to amend the Plan (with the consent of the Required Supporting Noteholders) to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification.

Section 4.7. Modification and Severability as to Debtors; Reservation of Rights

Subject to ‎ Article 13 of the Plan, the Debtors reserve the right to modify, with the consent of the Required Supporting Noteholders, or withdraw the Plan in its entirety or in part, for any reason, including, without limitation, if the Plan as it applies to any particular Debtor is not confirmed. In addition, and also subject to ‎ Article 13 of the Plan, should the Plan fail to be accepted by the requisite number and amount of Claims and Interests voting, as required to satisfy section 1129 of the Bankruptcy Code, and notwithstanding any other provision of the Plan to the contrary, the Debtors reserve the right to reclassify Claims or Interests or otherwise amend or modify, with the consent of the Required Supporting Noteholders, or withdraw the Plan in its entirety, in part or as to a particular Debtor. Without limiting the foregoing, if the Debtors withdraw the Plan as to any particular Debtor because the Plan as to such Debtor fails to be accepted by the requisite number and amount of Claims voting or due to the Bankruptcy Court, for any reason, denying Confirmation as to such Debtor, then at the option of such Debtor with the consent of the Required Supporting Noteholders, (i) the Chapter 11 Case for such Debtor may be dismissed or (ii) such Debtor’s assets may be sold to another Debtor, such sale to be effective at or before the Effective Date of the Plan of the Debtor transferee, and the sale price shall be paid to the seller in Cash and shall be in an amount equal to the fair value of such assets as proposed by the Debtors and approved by the Bankruptcy Court.

Article 5
Implementation of the Plan

Section 5.1. Continued Organizational Existence

Except as otherwise provided in the Plan and subject to the Restructuring Transactions, each Debtor shall, as a Reorganized Debtor, continue to exist after the Effective Date as a separate legal Entity, each with all the powers of a limited liability company or a corporation, as applicable, under the laws of its respective jurisdiction of organization and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable state law.

Section 5.2. Section 1145 Exemption

To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable non-bankruptcy law, the offering, issuance and distribution of the New Equity Securities (including the issuance of (a) New Common Stock upon the exercise of Warrants, (b) the Commitment Equity, (c) New Common Stock in connection with the Settlement Consideration and (d) issuance of New Common Stock in connection with the Rights Offering, the Silo Stipulation and payment of the Backstop Fee) shall be exempt from, among other things, the registration and prospectus delivery requirements of Section 5 of the Securities Act and any other applicable state and federal law requiring registration and/or delivery of a prospectus prior to the offering, issuance, distribution or sale of securities, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act.  In addition, any securities contemplated by the Plan and any and all agreements incorporated herein, including the New Equity Securities , shall be subject to compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such New Equity Securities and applicable regulatory approval, if any.  The New Equity Securities will be distributed pursuant to the Plan.

Section 5.3. Authorization of New Equity Securities

On the Effective Date, the New Certificate of Incorporation shall have provided for sufficient shares of authorized New Common Stock to effectuate the issuances of New Equity Securities contemplated by the Plan, including upon exercise of the Warrants and in connection with the implementation of the Management Incentive Plan, and Reorganized Bonanza Creek shall issue or reserve for issuance a sufficient number of shares of New Common Stock to effectuate such issuances. The shares of New Common Stock issued in connection with the Plan and the Management Incentive Plan, including upon exercise of the Warrants, shall be authorized without the need for further corporate action or without any further action by any Person or Entity, and once issued, shall be duly authorized and validly issued, fully paid and non-assessable.

Any share of New Common Stock issued to a Creditor of any Subsidiary Debtor shall be treated as (i) a contribution of cash by Reorganized Bonanza Creek to the applicable Debtor in the amount equal to the fair market value of such New Common Stock, followed by (ii) the issuance of New Common Stock by Reorganized Bonanza Creek to the applicable Debtor in

return for such cash, followed by (iii) the transfer of the New Common Stock by the applicable Debtor to the applicable Creditor.

Section 5.4. Cancellation of Existing Securities and Related Agreements and the Indentures

On the Effective Date, except as otherwise specifically provided for in this Plan, all rights of any holder of Claims against, or Interests in, the Debtors, including options or warrants to purchase Interests, obligating the Debtors to issue, transfer or sell Interests of the Debtors, shall be canceled. Upon receipt of a distribution on account of its Notes Claim, each record holder of Notes shall be deemed to have surrendered its Notes or other documentation underlying each Notes Claim, and all such surrendered Notes and other documentation shall be deemed to be canceled as to the Debtors pursuant to this Section, except to the extent otherwise provided herein.

(a)       Each Indenture shall terminate as of the Effective Date, except as necessary to (i) enforce the rights, Claims and interests of the applicable Indenture Trustee vis-à-vis any parties other than the Debtors (ii) allow each Indenture Trustee to receive distributions under the Plan and to distribute them to the holders of the Notes in accordance with the terms of the Indentures, (iii) permit the Indenture Trustee to appear before the Bankruptcy Court or any other court of competent jurisdiction after the Effective Date, and (iv) permit the Indenture Trustee to perform any functions that are necessary to effectuate the foregoing.

(b)       The Debtors shall, on the Effective Date, and upon the presentment of invoices in customary form (which may be redacted to preserve any confidential or privileged information), pay in Cash, all reasonable and documented fees and expenses (including reasonable and documents fees and expenses of counsel) incurred by the Indenture Trustee through and including the Effective Date, whether accrued prepetition or postpetition (to the extent not otherwise paid during the Chapter 11 Cases), without application by any party to the Bankruptcy Court, and without notice and a hearing pursuant to section 1129(a)(4) of the Bankruptcy Code or otherwise; provided, however , if the Debtors or Reorganized Debtors dispute the reasonableness of any applicable fees and expenses, the reasonableness of any such fees and expenses shall be determined by the Bankruptcy Court (with any undisputed amounts to be paid by the Debtors on the Effective Date and any disputed amounts to be escrowed by the Debtors).  Nothing herein shall be deemed to impair, waive, or discharge any Indenture Trustee’s charging lien for any amounts not paid pursuant to this Plan and otherwise claimed by the Indenture Trustee pursuant to and in accordance with the applicable Indenture.  From and after the Effective Date, the Reorganized Debtors may pay all reasonable and documented fees and expenses in full in Cash without further Court approval.

Section 5.5. Financing and Restructuring Transactions

On the Effective Date, Reorganized Bonanza Creek shall enter into the Exit RBL Facility, and grant the Liens and security interests provided for in the Exit RBL Facility Documents. The Reorganized Debtors that are the guarantors under the Exit RBL Facility shall

issue the guarantees and grant the Liens and security interests as provided therein. The Exit RBL Facility shall be on terms and conditions as set forth in the Plan Supplement and otherwise acceptable to the RBL Lenders and reasonably acceptable to the Required Supporting Noteholders.

Confirmation of the Plan shall be deemed to constitute approval of the Exit RBL Facility (including all transactions contemplated thereby, such as any supplementation or additional syndication of the Exit RBL Facility, 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 the granting of security interests thereunder, and authorization for the Reorganized Debtors to enter into and perform under the Exit RBL Facility Documents and such other documents as may be required or appropriate.

The Exit Facility 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 Facility 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 other applicable non-bankruptcy law. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents (a) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents, (b) shall be deemed automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the Exit Facility Documents and (c) 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. The Reorganized Debtors and the Persons or Entities granting such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect, or to evidence the perfection of, 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. To the extent that any holder of a Secured Claim that has been satisfied or discharged in full pursuant to the Plan, or any agent for such holder, has filed or recorded publicly any Liens and/or security interests to secure such holder’s Secured Claim, then as soon as practicable on or after the Effective Date such holder (or the agent for such holder) shall take any and all steps requested by the Reorganized Debtors that are necessary to cancel and/or extinguish such Liens and/or security interests.

(b)       Rights Offering

(i)       Terms. Following approval by the Bankruptcy Court of the Rights Offering Procedures, the Debtors will commence the Rights Offering in accordance therewith. On the Effective Date, the Debtors shall consummate the Rights Offering. The Rights Offering will be fully backstopped by the Backstop Parties in accordance with and subject to the terms and conditions of the Backstop Agreement.

(ii)       Purpose. On the Effective Date, the proceeds of the sale of the New Common Stock pursuant to the Rights Offering shall be used: (i) to provide the Reorganized Debtors with additional liquidity for working capital and general corporate purposes; and (ii) to fund distributions under the Plan.

(iii)       Backstop Commitment. In accordance with the Backstop Agreement and subject to the terms and conditions thereof, each of the Backstop Parties has agreed, severally but not jointly, to purchase, on or prior to the Effective Date, its respective Backstop Commitment Percentage (as defined in the Backstop Agreement) of the Unsubscribed Shares (as defined in the Backstop Agreement).

(iv)       Backstop Fee. In exchange for providing the backstop commitment for the Rights Offering, on the Effective Date, the Backstop Parties will receive payment of the Backstop Fee.

(c)       Equity Commitment Settlement Agreement

On the Effective Date, pursuant to the Equity Commitment Settlement Agreement, the Debtors shall issue to the Equity Commitment Parties, and each Equity Commitment Party shall receive, such Equity Commitment Party’s Pro Rata Portion (as defined in the Equity Commitment Settlement Agreement) of the Commitment Equity; provided, however, the allocation of the Commitment Equity may instead be pursuant to an allocation schedule provided in writing by the counsel to the Equity Commitment Parties.

(d)       New NGL Agreement

On the Effective Date, the Reorganized Debtors and NGL shall enter into the New NGL Agreement.

(e)       Silo Stipulation

On the Effective Date, in accordance with the Silo Stipulation and Silo Order, the Debtors or the Reorganized Debtors, as the case may be, shall satisfy their obligations and fulfill their agreements set forth in the Silo Stipulation and Silo Order, which terms and provisions are incorporated by reference, and, for the avoidance of doubt, in the event of any inconsistency between the terms and provisions of the Silo Stipulation or the Silo Order and the terms of this Plan or the Confirmation Order, the terms and provisions of the Silo Stipulation and the Silo Order shall control. Notwithstanding anything in the Prepackaged Plan to the contrary, the Equity Commitment Settlement Agreement shall not and shall be deemed not to modify, change or affect the Silo Stipulation or Silo Order.

(f)       Management Incentive Plan

On the Effective Date, the New Board shall adopt the Management Incentive Plan.

(g)       Restructuring Transactions

On the Effective Date, contemporaneously with the cancellation and discharge of all Claims pursuant to the Plan and the issuance of the New Common Stock, the Reorganized Debtors may effect corporate restructurings of their respective businesses, including actions to simplify, reorganize and rationalize the overall reorganized organizational structure of the Reorganized Debtors (together, the “ Restructuring Transactions ”). The Restructuring Transactions may include (i) dissolving companies or creating new companies, (ii) merging, dissolving, transferring assets or otherwise consolidating any of the Debtors in furtherance of the Plan, or engaging in any other transaction in furtherance of the Plan, (iii) executing and delivering appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, liquidation, domestication, continuation or reorganization containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law; (iv) executing and delivering appropriate instruments of transfer, assignment, assumption or delegation of any property, right, liability, debt or obligation on terms consistent with the terms of the Plan; (v) filing appropriate certificates or articles of merger, consolidation or dissolution or other filings or recordings pursuant to applicable state law; and (vi) taking any other action in connection with such organizational restructurings. In each case in which the surviving, resulting or acquiring Entity in any of these transactions is a successor to a Reorganized Debtor, such surviving, resulting or acquiring Entity will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan, and paying or otherwise satisfying the applicable Allowed Claims. Implementation of any Restructuring Transactions shall not affect any performance obligations, distributions, discharges, exculpations, releases or injunctions set forth in the Plan.

Article 6
Provisions Governing Distributions

Section 6.1. Disbursing Agent

The Debtors or Reorganized Debtors may retain a Disbursing Agent to assist with the distributions to be made under the Plan as directed by the Debtors or Reorganized Debtors. The Disbursing Agent shall make all distributions required under this Plan, except as to a Creditor whose distribution is to be administered by a Servicer, which distributions shall be deposited with the appropriate Servicer for distribution to Creditors in accordance with the provisions of this Plan and the terms of the governing agreement. Distributions on account of such Claims shall be deemed completed upon delivery to the appropriate Servicer; provided , however , that if any Servicer is unable to make or consents to the Disbursing Agent making such distributions, the Disbursing Agent, with such Servicer’s cooperation, shall make such distributions to the extent reasonably practicable to do so. Each Indenture Trustee will be considered a Servicer for the applicable Notes Claims.

Notwithstanding anything to the contrary herein, all distributions of New Equity Securities related to or on account of the Notes shall be accomplished in accordance with the customary practices of the transfer agent for the New Equity Securities and in accordance with any applicable procedures of DTC. Each Indenture Trustee shall cooperate in the administration of distributions in accordance with the Plan and the applicable Indenture. No Indenture Trustee shall be required to give any bond, surety or other security for the performance of its duties with respect to the administration and implementation of distributions.

Except as otherwise set forth herein, the Reorganized Debtors shall be authorized, without further Bankruptcy Court approval, but not directed to, reimburse any Servicer for its reasonable, documented, actual and customary out-of-pocket expenses incurred in providing postpetition services directly related to distributions pursuant to the Plan.

Section 6.2. Timing and Delivery of Distributions

(a)       Timing

Subject to any reserves or holdbacks established pursuant to the Plan, and taking into account the matters discussed in ‎ Section 6.3 of the Plan, on the appropriate Distribution Date or as soon as practicable thereafter, holders of Allowed Claims against all Debtors shall receive the distributions provided for Allowed Claims in the applicable Classes as of such date.

If and to the extent there are Disputed Claims as of the Effective Date, distributions on account of such Disputed Claims (which will only be made if and when they become Allowed Claims) shall be made pursuant to the provisions set forth in the Plan with respect to the treatment of Allowed Claims on or as soon as reasonably practicable after the next Distribution Date that is at least 20 calendar days after each such Claim is Allowed; provided , however , that distributions on account of the Claims set forth in ‎ Article 3 of the Plan shall be made as set forth therein and Professional Fee Claims shall be made as soon as reasonably practicable after such Claims are Allowed by the Bankruptcy Court or as provided in any other applicable order of the Bankruptcy Court. Because of the size and complexities of the Chapter 11 Cases, the Debtors at the present time cannot accurately predict the timing of the Final Distribution Date.

(b)        De Minimis Distributions

Notwithstanding any other provision of the Plan, none of the Reorganized Debtors, any Servicer nor any Disbursing Agent shall have any obligation to make a particular distribution to a specific holder of an Allowed Claim if such holder is also the holder of a Disputed Claim.

Notwithstanding any other provision of the Plan, none of the Reorganized Debtors, any Servicer nor any Disbursing Agent shall have any obligation to make any distributions on any Interim Distribution Date unless the sum of all distributions authorized to be made to all holders of Allowed Claims on such Interim Distribution Date exceeds $10,000 in value.

(c)       Fractional Shares

Notwithstanding any other provision of the Plan, no fractional shares of New Equity Securities shall be distributed; provided , that any fractional shares of New Equity Securities shall

be rounded down to the next whole number or zero, as applicable, and no consideration shall be provided in lieu of fractional shares that are rounded down.

(d)       Delivery of Distributions – Allowed Claims

Distributions shall only be made to the record holders of Allowed Claims as of the Distribution Record Date. On the Distribution Record Date, at the close of business for the relevant register, all registers maintained by the Debtors, Reorganized Debtors, any Servicers, the Disbursing Agent, the Indenture Trustees and each of the foregoing’s respective agents, successors and assigns shall be deemed closed for purposes of determining whether a holder of such a Claim is a record holder entitled to distributions under the Plan. The Debtors, Reorganized Debtors, Servicers, Disbursing Agent, Indenture Trustees and all of their respective agents, successors and assigns shall have no obligation to recognize, for purposes of distributions pursuant to or in any way arising from the Plan (or for any other purpose), any Claims that are transferred after the Distribution Record Date. Instead, they shall be entitled to recognize only those record holders set forth in the registers as of the Distribution Record Date, irrespective of the number of distributions made under the Plan or the date of such distributions. Furthermore, if a Claim is transferred 20 or fewer calendar days before the Distribution Record Date, the Disbursing Agent or applicable Servicer, as applicable, shall make distributions to the transferee only if the transfer form contains an unconditional and explicit certification and waiver of any objection to the transfer by the transferor.

If any dispute arises as to the identity of a holder of an Allowed Claim that is entitled to receive a distribution pursuant to the Plan, the Disbursing Agent or applicable Servicer may, in lieu of making such distribution to such person, make the distribution into an escrow account until the disposition thereof is determined by Final Order or by written agreement among the interested parties to such dispute.

Subject to Bankruptcy Rule 9010, a distribution to a holder of an Allowed Claim may be made by the Disbursing Agent in its sole discretion: (i) to the last known address of such holder on the books and records of the Debtors or their agents, (ii) to the address set forth in any written notice of an address change delivered to the Disbursing Agent or (iii) to the address of any counsel that has appeared in the Chapter 11 Cases on such holder’s behalf. In the case of a holder whose Claim is governed by an agreement and administered by a Servicer, the applicable Servicer shall make the distribution to the address contained in the official records of such Servicer.

(e)       Delivery of Distributions – Allowed Notes Claims; Surrender of Canceled Instruments or Securities

Subject to the provisions of ‎ Section 5.4 of the Plan, all distributions to holders of Allowed Notes Claims shall be deemed completed when made to (a) the respective Indenture Trustee or (b) if agreed to by the Debtors and the Indenture Trustee, through the facilities of DTC. The Indenture Trustee or DTC, as applicable, shall hold or direct such distributions for the benefit of the holders of Notes to the extent such Notes give rise to Allowed Notes Claims. As soon as practicable in accordance with the requirements set forth in this Article VI, the Indenture Trustee or DTC, as applicable, shall arrange for the delivery of such distributions to or on behalf

of such holders. Notwithstanding anything to the contrary herein, holders of Allowed Notes Claims shall receive their respective distributions on, or as soon as reasonably practicable after, the Effective Date.

For the avoidance of doubt, the Indenture Trustee shall not bear any responsibility or liability for any distributions made hereunder by the Disbursing Agent or DTC. The Reorganized Debtors shall reimburse the Indenture Trustee for any reasonable and documented fees and expenses (including the reasonable and documented fees and expenses of its counsel and agents) incurred after the Effective Date solely in connection with the implementation of the Plan, including but not limited to, making distributions pursuant to and in accordance with the Plan.

Section 6.3. Manner of Payment under Plan

(a)       At the Disbursing Agent’s option, any Cash payment may be made by check, wire transfer or any other customary payment method.

(b)       The Disbursing Agent shall distribute New Equity Securities or Cash as required under the Plan. Where the applicable Reorganized Debtor is a Reorganized Subsidiary Debtor, Reorganized Bonanza Creek shall be deemed to have made a direct capital contribution to the applicable Reorganized Subsidiary Debtor of an amount of Cash to be distributed to the Creditors of such Reorganized Debtor, but only at such time as, and to the extent that, such amounts are actually distributed to holders of Allowed Claims. Any distributions of New Equity Securities or Cash that revert to Reorganized Bonanza Creek or are otherwise canceled (such as to the extent any distributions have not been claimed within one year) shall revest solely in Reorganized Bonanza Creek, and no other Reorganized Debtor shall have (nor shall it be considered to ever have had) any ownership interest in the amounts distributed.

(c)       Allocation of Plan Distributions Between Principal and Interest

To the extent that any Claim entitled to a distribution under the Plan is based upon any obligation or instrument that is treated for U.S. federal income tax purposes as indebtedness of any Debtor and accrued but unpaid interest thereon, such distribution shall be allocated first to the principal amount of the Claim (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claim, to accrued but unpaid interest.

(d)       Compliance Matters

In connection with the Plan, each Debtor, each Reorganized Debtor and the Disbursing Agent shall comply with all tax withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority, and all distributions hereunder shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, each Debtor, each Reorganized Debtor and the Disbursing Agent shall be authorized to take all actions necessary or appropriate to comply with such withholding and reporting requirements, including, without limitation, liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes or establishing any other mechanisms that the Debtors or the Reorganized Debtors, as applicable, believe are

reasonable and appropriate. For tax purposes, distributions received with respect to Allowed Claims shall be allocated first to the principal amount of Allowed Claims, with any excess allocated to unpaid interest that accrued on such Claims.

The Debtors, the Reorganized Debtors and the Disbursing Agent, as applicable, reserve the right to allocate and distribute all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, Liens and similar encumbrances.

(e)       Foreign Currency Exchange Rate

As of the Effective Date, any Claim asserted in a currency other than U.S. dollars shall be automatically deemed converted to the equivalent U.S. dollar value using the exchange rate on the Petition Date, as quoted at 4:00 p.m. (New York time), midrange spot rate of exchange for the applicable currency as published in the Wall Street Journal , National Edition, on the day after the Petition Date.

Section 6.4. Undeliverable or Non-Negotiated Distributions

If any distribution is returned as undeliverable, no further distributions to the applicable Creditor shall be made unless and until the Disbursing Agent or appropriate Servicer is notified in writing of such Creditor’s then-current address, at which time the undelivered distribution shall be made to such Creditor without interest or dividends. Undeliverable distributions shall be returned to Reorganized Bonanza Creek until such distributions are claimed. All undeliverable distributions under the Plan that remain unclaimed for one year after attempted distribution shall indefeasibly revert to Reorganized Bonanza Creek. Upon such reversion, the relevant Allowed Claim (and any Claim on account of missed distributions) shall be automatically discharged and forever barred, notwithstanding any federal or state escheat laws to the contrary.

Checks issued on account of Allowed Claims shall be null and void if not negotiated within 120 calendar days from and after the date of issuance thereof. Requests for reissuance of any check must be made directly and in writing to the Disbursing Agent by the holder of the relevant Allowed Claim within the 120-calendar-day period. After such date, the relevant Allowed Claim (and any Claim for reissuance of the original check) shall be automatically discharged and forever barred, and such funds shall revert to Reorganized Bonanza Creek, notwithstanding any federal or state escheat laws to the contrary.

Section 6.5. Claims Paid by Third Parties

To the extent a Creditor receives a distribution on account of a Claim and also receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Creditor shall, within 30 calendar days of receipt thereof, repay and/or return the distribution to the applicable Reorganized Debtor, to the extent the Creditor’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of the Claim as of the date of any such distribution under the Plan.

Article 7
Filing of Administrative Expense Claims

Section 7.1. Professional Fee Claims

(a)       Fee Applications

All requests for payment of Professional Fee Claims must be filed with the Bankruptcy Court by the date that is 60 calendar days after the Confirmation Date; provided that if any Professional is unable to file its own request with the Bankruptcy Court, such Professional may deliver an original, executed copy and an electronic copy to the Debtors’ attorneys and the Reorganized Debtors at least three Business Days before the deadline, and the Debtors’ attorneys shall file such request with the Bankruptcy Court. The objection deadline relating to a request for payment of Professional Fee Claims shall be 4:00 p.m. (prevailing Eastern Time) on the date that is 30 calendar days after the filing of such request, and a hearing on such request, if necessary, shall be held no later than 30 calendar days after the objection deadline. Distributions on account of Allowed Professional Fee Claims shall be made as soon as reasonably practicable after such Claims become Allowed.

(b)       Post-Confirmation Date Fees

Upon the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors and Reorganized Debtors may employ and pay all Professionals without any further notice to, action by or order or approval of the Bankruptcy Court or any other party.

(c)       Fee Escrow Account

On the Effective Date, the Debtors shall establish and fund the Fee Escrow Account. The Debtors shall fund the Fee Escrow Account with Cash equal to the Debtors’ good faith estimate of the Professional Fee Claims. Funds held in the Fee Escrow Account shall not be considered property of the Debtors’ Estates or property of the Reorganized Debtors, but shall revert to the Reorganized Debtors only after all Allowed Professional Fee Claims have been paid in full. Fees owing to the applicable holder of a Professional Fee Claim shall be paid in Cash to such holder from funds held in the Fee Escrow Account when such Claims are Allowed by an order of the Bankruptcy Court or authorized to be paid under the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals Pursuant to Sections 105(a), 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule 2016-2 [D.I. 184]; provided , that the Reorganized Debtors’ obligations with respect to Professional Fee Claims shall not be limited by nor deemed limited to the balance of funds held in the Fee Escrow Account. To the extent that funds held in the Fee Escrow Account are insufficient to satisfy the amount of accrued Professional Fee Claims, the holders of Professional Fee Claims shall have an Allowed Administrative Expense Claim for any such deficiency, which shall be satisfied in accordance with Section 2.1(a) of this Plan. No Liens, claims, or interests shall encumber the Fee Escrow Account in any way.

Section 7.2. Administrative Expense Claims

(a)       A notice setting forth the Administrative Expense Claim Bar Date will be (i) filed on the Bankruptcy Court’s docket and served with the notice of the Effective Date and (ii) posted on the Debtors’ Case Information Website. No other notice of the Administrative Expense Claim Bar Date will be provided.

(b)       All requests for payment of Administrative Expense Claims that accrued on or before the Effective Date (other than Professional Fee Claims, which are subject to the provisions of ‎ Section 7.1 of the Plan) must be filed with the Solicitation and Claims Agent and served on counsel for the Debtors and Reorganized Debtors by the Administrative Expense Claim Bar Date. Any requests for payment of Administrative Expense Claims pursuant to this ‎ Section 7.2 that are not properly filed and served by the Administrative Expense Claim Bar Date shall be disallowed automatically without the need for any objection from the Debtors or the Reorganized Debtors or any action by the Bankruptcy Court.

(c)       The Reorganized Debtors, in their sole discretion, shall have exclusive authority to settle Administrative Expense Claims without further Bankruptcy Court approval.

(d)       Unless the Debtors or the Reorganized Debtors object to a timely filed and properly served Administrative Expense Claim by the Claims Objection Deadline, such Administrative Expense Claim shall be deemed allowed in the amount requested. If the Debtors or the Reorganized Debtors object to an Administrative Expense Claim, the parties may confer to try to reach a settlement and, failing that, the Bankruptcy Court shall determine whether such Administrative Expense Claim should be allowed and, if so, in what amount.

(e)       Notwithstanding the foregoing, requests for payment of Administrative Expense Claims need not be filed for Administrative Expense Claims that (i) are for goods or services provided to the Debtors in the ordinary course of business, (ii) previously have been Allowed by Final Order of the Bankruptcy Court, (iii) are for Cure amounts, (iv) are on account of postpetition taxes (including any related penalties or interest) owed by the Debtors or the Reorganized Debtors to any Governmental Unit, (v) the Debtors or Reorganized Debtors have otherwise agreed in writing do not require such a filing, (vi) are for Adequate Protection Obligations pursuant to the Final Cash Collateral Order, or (vii) arise pursuant to 28 U.S.C. § 1930.

Article 8
Disputed Claims

Section 8.1. Objections to Claims

(a)       Notwithstanding section 502(a) of the Bankruptcy Code, and in light of the Unimpaired status of all Unsecured Trade Claims and the limited number of holders of General Unsecured Claims under the Plan, except as required by Section 9.5 of the Plan, holders of Claims need not file Proofs of Claim with the Bankruptcy Court.

(b)       If a holder of a Claim elects to file a Proof of Claim with the Bankruptcy Court, such holder shall be deemed to have consented to the jurisdiction of the Bankruptcy Court for all purposes with respect to the Claim.

(c)       The Reorganized Debtors shall have the sole authority to object to all Claims against the Debtors; provided , however , that the Reorganized Debtors shall not be entitled to object to any Claim that has been expressly allowed by Final Order or under the Plan. Any objections to Claims shall be filed on the Bankruptcy Court’s docket on or before the Claims Objection Deadline.

(d)       Except as otherwise provided herein, all Proofs of Claim filed after the Effective Date shall be disallowed and forever barred, estopped, and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the need for any objection by the Reorganized Debtors or any further notice to or action, order, or approval of the Bankruptcy Court.

(e)       Claims objections filed before, on or after the Effective Date shall be filed, served and administered in accordance with the Local Rules with notice to the parties listed in Section 15.11; provided , however , that, on and after the Effective Date, filings and notices need only be served on the relevant claimants.

Section 8.2. Resolution of Disputed Claims

On and after the Effective Date, the Reorganized Debtors shall have the sole authority to litigate, compromise, settle, otherwise resolve or withdraw any objections to all Claims against the Debtors and to compromise and settle any such Claims without notice to or approval by the Bankruptcy Court or any other party.

Section 8.3. Estimation of Claims and Interests

The Debtors or Reorganized Debtors may determine, resolve and otherwise adjudicate all Contingent Claims, Unliquidated Claims and Disputed Claims in the Bankruptcy Court or such other court of the Debtors’ or Reorganized Debtors’ choice having jurisdiction over the validity, nature or amount thereof. The Debtors or the Reorganized Debtors may at any time request that the Bankruptcy Court estimate any Contingent Claim, Unliquidated Claim or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code for any reason or purpose, regardless of whether any of the Debtors or the Reorganized Debtors have previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection. The Bankruptcy Court shall retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including, without limitation, during the pendency of any appeal relating to any such objection. If the Bankruptcy Court estimates any Contingent Claim, Unliquidated Claim or Disputed Claim, that estimated amount shall constitute the maximum limitation on such Claim, and the Debtors or the Reorganized Debtors may pursue supplementary proceedings to object to the ultimate allowance of such Claim; provided , however , that such limitation shall not apply to Claims requested by the Debtors to be estimated for voting purposes only.

All of the aforementioned objection, estimation and resolution procedures are cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised,

settled, withdrawn or resolved by any mechanism approved by the Bankruptcy Court. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any holder of a Claim that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such Claim unless the holder of such Claim has filed a motion requesting the right to seek such reconsideration on or before 20 calendar days after the date such Claim is estimated by the Bankruptcy Court.

Section 8.4. Payments and Distributions for Disputed Claims

(a)       No Distributions Pending Allowance

Notwithstanding any other provision in the Plan, no payments or distributions shall be made for a Disputed Claim unless and until all objections to such Disputed Claim have been settled or withdrawn or have been determined by a Final Order, and the Disputed Claim has become an Allowed Claim.

(b)       Disputed Claims Reserve

On or before the Effective Date, the Reorganized Debtors shall be authorized, but not directed, to establish one or more Disputed Claims Reserves, which Disputed Claims Reserve shall be administered by the Reorganized Debtors, to the extent applicable.

The Reorganized Debtors may, in their sole discretion, hold Warrants, New Common Stock, Subscription Rights, and Cash, in the same proportions and amounts as provided for in the Plan, in the Disputed Claims Reserve in trust for the benefit of holders of Claims ultimately determined to be Allowed after the Effective Date. The Reorganized Debtors shall distribute such amounts (net of any expenses, including any taxes relating thereto), as provided herein, as such Claims are resolved by a Final Order or agreed to by settlement, and such amounts will be distributable on account of such Claims as such amounts would have been distributable had such Claims been Allowed Claims as of the Effective Date under Article III of the Plan solely to the extent of the amounts available in the applicable Disputed Claims Reserve.

(c)       Distributions After Allowance

To the extent that a Disputed Claim becomes an Allowed Claim after the Effective Date, the Disbursing Agent will, out of the Disputed Claims Reserve, distribute to the holder thereof the distribution, if any, to which such holder is entitled under the Plan in accordance with ‎ Section 6.2(a) of the Plan. Subject to ‎ Section 8.6 of the Plan, all distributions made under this ‎ Section 8.4(c) on account of Allowed Claims will be made together with any dividends, payments or other distributions made on account of, as well as any obligations arising from, the distributed property, then held in the Disputed Claims Reserve as if such Allowed Claim had been an Allowed Claim on the dates distributions were previously made to Allowed Claim holders included in the applicable class under the Plan.

Section 8.5. No Amendments to Claims

A Claim may be amended before the Confirmation Date only as agreed upon by the Debtors (with the consent of the Required Supporting Noteholders) and the holder of such Claim

or as otherwise permitted by the Bankruptcy Court, the Bankruptcy Rules, the Local Rules or applicable non-bankruptcy law. On or after the Confirmation Date, the holder of a Claim (other than an Administrative Expense Claim or a Professional Fee Claim) must obtain prior authorization from the Bankruptcy Court or Reorganized Debtors to amend a Claim.

Section 8.6. No Interest

Other than as provided by section 506(b) of the Bankruptcy Code or as specifically provided for in the Plan or the Confirmation Order, postpetition interest shall not accrue or be paid on Claims and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim or right. Additionally, and without limiting the foregoing, interest shall not accrue or be paid on any Claim or Disputed Claim for the period from and after the Effective Date; provided , however , that nothing in this ‎ Section 8.6 shall limit any rights of any Governmental Unit to interest under sections 503, 506(b), 1129(a)(9)(A) or 1129(a)(9)(C) of the Bankruptcy Code or as otherwise provided for under applicable law.

Article 9
Executory Contracts and Unexpired Leases

Section 9.1. Assumption of Executory Contracts and Unexpired Leases

Pursuant to sections 365 and 1123 of the Bankruptcy Code, each executory contract and unexpired lease to which any Debtor is a party shall be deemed automatically assumed by the Debtors effective as of the Effective Date, except for any executory contract or unexpired lease that (i) has been assumed or rejected pursuant to an order of the Bankruptcy Court entered before the Effective Date, (ii) is the subject of a motion to assume or reject pending on the Effective Date, (iii) is assumed, rejected or otherwise treated pursuant to ‎ Section 9.3 of the Plan, (iv) is listed on Schedules 9.2(a) or 9.2(b) of the Plan or (v) as to which a Treatment Objection has been filed and properly served by the Treatment Objection Deadline. If an executory contract or unexpired lease either (x) has been assumed or rejected pursuant to an order of the Bankruptcy Court entered before the Effective Date or (y) is the subject of a motion to assume or reject pending on the Confirmation Date, then the listing of any such executory contract or unexpired lease on the aforementioned schedules shall be of no effect. Each executory contract and unexpired lease assumed pursuant to this Plan shall vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of this Plan, any Final Order of the Bankruptcy Court authorizing and providing for its assumption, or applicable law.

Section 9.2. Schedules of Executory Contracts and Unexpired Leases

(a)       Schedules 9.2(a) and 9.2(b) of the Plan shall be filed by the Debtors as specified in ‎ Section 15.4 of the Plan and shall represent the Debtors’ then-current good-faith belief regarding the intended treatment of all executory contracts and unexpired leases listed thereon. The Debtors or Reorganized Debtors reserve the right, on or before 45 days after the Effective Date to (i) amend Schedules 9.2(a) and 9.2(b) to add, delete or reclassify any executory contract or unexpired lease or amend a proposed assignment and (ii) amend the Proposed Cure, in each case as to any executory contract or unexpired lease previously listed as to be assumed; provided ,

the Debtors may amend Schedules 9.2(a) and 9.2(b) to add, delete or reclassify any executory contracts or unexpired leases or amend proposed assignments after such date to the extent agreed with the relevant counterparties. Pursuant to sections 365 and 1123 of the Bankruptcy Code, and except for executory contracts and unexpired leases as to which a Treatment Objection is properly filed and served by the Treatment Objection Deadline, (x) each of the executory contracts and unexpired leases listed on Schedule 9.2(a) shall be deemed assumed (and, if applicable, assigned) effective as of the Assumption Effective Date specified thereon, and the Proposed Cure specified in the notice mailed to each Assumption Party shall be the Cure and shall be deemed to satisfy fully any obligations the Debtors might have regarding such executory contract or unexpired lease under section 365(b) of the Bankruptcy Code and (y) each of the executory contracts and unexpired leases listed on Schedule 9.2(b) shall be deemed rejected effective as of the Rejection Effective Date specified thereon.

(b)       The Debtors shall file versions of Schedules 9.2(a) and 9.2(b) and any amendments thereto with the Bankruptcy Court and shall serve all notices thereof only on the Supporting Noteholders and the relevant Assumption Parties and Rejection Parties. For any executory contract or unexpired lease first listed on Schedule 9.2(b) later than the date that is 10 calendar days before the Voting Deadline, the Debtors shall use their best efforts to notify the Supporting Noteholders and the applicable Rejection Party promptly of such proposed treatment via facsimile, email or telephone at any notice address or number included in the relevant executory contract or unexpired lease or as otherwise timely provided in writing to the Debtors by any such counterparty or its counsel.

(c)       For any executory contracts or unexpired leases first listed on Schedule 9.2(b) later than the date that is 10 calendar days before the Voting Deadline, affected Rejection Parties shall have five calendar days from the date of such amendment to Schedule 9.2(b) to object to Confirmation of the Plan. For any executory contracts or unexpired leases first listed on Schedule 9.2(b) later than the date that is five calendar days before the Confirmation Hearing, affected Rejection Parties shall have until the Confirmation Hearing to object to Confirmation of the Plan.

(d)       The listing of any contract or lease on Schedule 9.2(a) or 9.2(b) is not an admission that such contract or lease is an executory contract or unexpired lease or that any Debtor has any liability thereunder. The Debtors reserve the right to assert that any of the agreements listed on Schedule 9.2(a) or 9.2(b) are not executory contracts or unexpired leases.

Section 9.3. Categories of Executory Contracts and Unexpired Leases to Be Assumed

Pursuant to sections 365 and 1123 of the Bankruptcy Code, each of the executory contracts and unexpired leases within the following categories shall be deemed assumed as of the Effective Date (and the Proposed Cure for each, other than the Surety Bonds and the D&O Liability Insurance Policies, shall be zero dollars), except for any such executory contract or unexpired lease (i) that has been previously assumed or rejected pursuant to an order of the Bankruptcy Court, (ii) that is the subject of a motion to assume or reject pending on the Confirmation Date, (iii) that is listed on Schedule 9.2(a) or 9.2(b), (iv) that is otherwise expressly

assumed or rejected pursuant to the terms of the Plan or (v) as to which a Treatment Objection has been filed and properly served by the Treatment Objection Deadline.

(a)       Insurance Plans, Intercompany Contracts, Surety Bonds and Workers’ Compensation Plans

Subject to the terms of the first paragraph of this ‎ Section 9.3, each Insurance Plan, Intercompany Contract, Surety Bond and Workers’ Compensation Plan shall be deemed assumed effective as of the Effective Date. Nothing contained in this ‎ Section 9.3(a) shall constitute or be deemed a waiver of any Cause of Action that the Debtors may hold against any Entity, including, without limitation, the insurer under any of the Insurance Plans.

(b)       Directors and Officers Insurance Policies and Agreements

To the extent that the D&O Liability Insurance Policies issued to, or entered into by, the Debtors prior to the Petition Date constitute executory contracts, notwithstanding anything in the Plan to the contrary, the Reorganized Debtors shall be deemed to have assumed all of the Debtors’ unexpired D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy Code effective as of the Effective Date. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval of the Reorganized Debtors’ foregoing assumption of each of the D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained in the Plan, confirmation of the Plan shall not discharge, impair or otherwise modify any advancement, indemnity or other obligations of the D&O Liability Insurance Policies.

In addition, after the Effective Date, none of the Reorganized Debtors shall terminate or otherwise reduce the coverage under any of the D&O Liability Insurance Policies with respect to conduct occurring prior thereto, and all directors and officers of the Debtors who served in such capacity at any time prior to the Effective Date shall be entitled from the applicable insurers to the full benefits of any such policy for the full term of such policy regardless of whether such directors and officers remain in such positions after the Effective Date.

(c)       Certain Indemnification Obligations

Each Indemnification Obligation to a director, officer, manager or employee who was employed by any of the Debtors in such capacity on the Effective Date (including, for the avoidance of doubt, the members of the board of directors, board of managers or equivalent body of each Debtor as of immediately prior to the Effective Date) shall be deemed assumed effective as of the Effective Date. Each Indemnification Obligation that is deemed assumed pursuant to the Plan shall (i) remain in full force and effect, (ii) not be modified, reduced, discharged, impaired or otherwise affected in any way, (iii) be deemed and treated as an executory contract pursuant to sections 365 and 1123 of the Bankruptcy Code regardless of whether or not Proofs of Claim have been filed with respect to such obligations and (iv) survive Unimpaired and unaffected irrespective of whether such indemnification is owed for an act or event occurring before, on or after the Petition Date.

(d)       Employee Benefits

As of the Effective Date, unless specifically listed on Schedule 9.2(a) or 9.2(b) or rejected or otherwise addressed by an order of the Bankruptcy Court (including, without limitation, by virtue of the Debtors having been granted the authority to terminate any such plan, policy, program or agreement or the Bankruptcy Court determining that the Debtors cannot successfully reorganize absent such termination), the Debtors and the Reorganized Debtors may (but have no obligation to) honor, in the ordinary course of business, the Debtors’ written contracts, agreements, policies, programs and plans for, among other things, compensation, reimbursement, healthcare benefits, disability benefits, deferred compensation benefits, travel benefits (including retiree travel benefits), vacation and sick leave benefits, savings, severance benefits, retirement benefits, welfare benefits, relocation programs, life insurance and accidental death and dismemberment insurance, including written contracts, agreements, policies, programs and plans for incentive compensation for the directors, officers and employees of any of the Debtors who served in such capacity at any time, including, for the avoidance of doubt, (i) that certain Second Amended and Restated Executive Change in Control and Severance Plan, and any documents related thereto (as amended, restated, supplemented or modified from time to time, collectively, the “ Severance Plan ”), approved by the Board on September 26, 2016 and (ii) Bonanza Creek’s 2016 Short Term Incentive Program (the “ STIP ”), in each case in accordance with and as contemplated by the Restructuring Support Agreement. In addition, upon the Effective Date, all awards authorized by the Board under the STIP that have not been paid prior to the Effective Date shall be paid to the applicable award recipients, and with respect to awards granted prior to the Petition Date under Bonanza Creek’s Amended and Restated 2011 Long Term Incentive Plan, effective June 4, 2015 (the “ LTIP ”), all shares that would have vested and been distributed, according the terms of such awards, at any time during the period from the Petition Date through the Effective Date , shall be deemed to have been distributed immediately prior to the Effective Date and be Existing Equity Interests under the Plan; provided that , for the avoidance of doubt, nothing in this Plan shall have the effect of accelerating payments under the STIP or the vesting or distribution of shares under the LTIP. To the extent that the above-listed contracts, agreements, policies, programs and plans are executory contracts, pursuant to sections 365 and 1123 of the Bankruptcy Code, unless a Treatment Objection is timely filed and properly served, each of them will be deemed assumed (as modified or terminated) as of the Effective Date with a Cure of zero dollars. However, notwithstanding anything else herein, the assumed plans shall be subject to modification in accordance with the terms thereof at the discretion of the Reorganized Debtors.

With respect to the Severance Plan and each employee offer letter, contract, or agreement related thereto to which any Debtor is a party (collectively, the “ Employment Agreements ”) and without in any way modifying or limiting the Debtors’ rights and remedies thereunder, upon the Effective Date the Severance Plan shall be deemed to be amended where applicable to provide and clarify that the consummation of the Restructuring Transactions and any associated organizational changes shall not constitute a “Change in Control,” be considered a “Good Reason” event, or serve as a basis to trigger any rights or benefits under the Severance Plan.  For the avoidance of doubt, any amendments to the Severance Plan and/or waivers related to any Employment Agreement described in this Section 9.3(d) shall amend the Severance Plan or waive rights under the Employment Agreements only as expressly provided herein and all other terms of the Severance Plan and Employment Agreement shall remain in full force and

effect.  The New Board may, at any time, amend the Severance Plan in any manner other than to impair vesting (including accelerated vesting) of the Emergence Grants.

Section 9.4. Assumption and Rejection Procedures and Resolution of Treatment Objections

(a)       Proposed Assumptions

(i)       As to any executory contract or unexpired lease to be assumed pursuant to any provision of the Plan or any Notice of Intent to Assume or Reject, unless an Assumption Party files and properly serves a Treatment Objection by the Treatment Objection Deadline, such executory contract or unexpired lease shall be deemed assumed and, if applicable, assigned as of the applicable Assumption Effective Date proposed by the Debtors or Reorganized Debtors, without any further notice to or action by the Bankruptcy Court, and any obligation the Debtors or Reorganized Debtors may have to such Assumption Party with respect to such executory contract or unexpired lease under section 365(b) of the Bankruptcy Code shall be deemed fully satisfied by the Proposed Cure, if any, which shall be the Cure.

(ii)       Any objection to the assumption or assignment of an executory contract or unexpired lease that is not timely filed and properly served shall be denied automatically and with prejudice (without the need for any objection by the Debtors or the Reorganized Debtors and without any further notice to or action, order or approval by the Bankruptcy Court), and any Claim relating to such assumption or assignment shall be forever barred from assertion and shall not be enforceable against any Debtor or Reorganized Debtor or their respective Estates or properties without the need for any objection by the Debtors or the Reorganized Debtors and without any further notice to or action, order or approval by the Bankruptcy Court, and any obligation the Debtors or the Reorganized Debtors may have under section 365(b) of the Bankruptcy Code (over and above any Proposed Cure) shall be deemed fully satisfied, released and discharged.

(b)       Proposed Rejections

(i)       As to any executory contract or unexpired lease to be rejected pursuant to any provision of the Plan or any Notice of Intent to Assume or Reject, unless a Rejection Party files and properly serves a Treatment Objection by the Treatment Objection Deadline, such executory contract or unexpired lease shall be deemed rejected as of the Rejection Effective Date proposed by the Debtors or Reorganized Debtors without any further notice to or action by the Bankruptcy Court.

(ii)       Any objection to the rejection of an executory contract or unexpired lease that is not timely filed and properly served shall be deemed denied automatically and with prejudice (without the need for any objection by the Debtors or the Reorganized Debtors and without any further notice to or action, order or approval by the Bankruptcy Court).

(c)       Resolution of Treatment Objections

(i)       On and after the Effective Date, the Reorganized Debtors may, in their sole discretion, settle Treatment Objections without any further notice to or action by the Bankruptcy Court or any other party (including by paying any agreed Cure amounts).

(ii)       For each executory contract or unexpired lease as to which a Treatment Objection is timely filed and properly served and that is not otherwise resolved by the parties after a reasonable period of time, the Debtors, in consultation with the Bankruptcy Court, shall schedule a hearing on such Treatment Objection and provide at least 21 calendar days’ notice of such hearing to the relevant Assumption Party or Rejection Party. Unless the Bankruptcy Court expressly orders or the parties agree otherwise, any assumption or rejection approved by the Bankruptcy Court notwithstanding a Treatment Objection shall be effective as of the Assumption Effective Date or Rejection Effective Date originally proposed by the Debtors or specified in the Plan.

(iii)       Any Cure shall be paid as soon as reasonably practicable following the entry of a Final Order resolving an assumption dispute and/or approving an assumption (and, if applicable, assignment), unless the Debtors or Reorganized Debtors file a Notice of Intent to Assume or Reject under ‎ Section 9.4(d).

(iv)       No Cure shall be allowed for a penalty rate or default rate of interest, each to the extent not proper under the Bankruptcy Code or applicable law.

(d)       Reservation of Rights

If a Treatment Objection is filed regarding any executory contract or unexpired lease sought to be assumed or rejected by any of the Debtors or Reorganized Debtors, the Debtors or Reorganized Debtors reserve the right (i) to seek to assume or reject such agreement at any time before the assumption, rejection or assignment of, or Cure for, such agreement is determined by Final Order and (ii) to the extent a Final Order is entered resolving a dispute as to Cure or the permissibility of assignment (but not approving the assumption of the executory contract or unexpired lease sought to be assumed), to seek to reject such agreement within 14 calendar days after the date of such Final Order, in each case by filing with the Bankruptcy Court and serving upon the applicable Assumption Party or Rejection Party, as the case may be, a Notice of Intent to Assume or Reject.

Section 9.5. Rejection Claims

Any Rejection Claim must be filed with the Solicitation and Claims Agent by the Rejection Bar Date. Any Rejection Claim for which a Proof of Claim is not properly filed and served by the Rejection Bar Date shall be forever barred and shall not be enforceable against the Debtors, the Reorganized Debtors or their respective Estates or properties. The Debtors or the Reorganized Debtors may contest any Rejection Claim in accordance with ‎ Section 8.1 of the Plan. Any Allowed Rejection Claim against a Debtor shall be classified as a General Unsecured Claim against such Debtor.

Section 9.6. Assignment

To the extent provided under the Bankruptcy Code or other applicable law, any executory contract or unexpired lease transferred and assigned pursuant to the Plan shall remain in full force and effect for the benefit of the transferee or assignee in accordance with its terms, notwithstanding any provision in such executory contract or unexpired lease (including those of the type described in section 365(b)(2) of the Bankruptcy Code) that prohibits, restricts or conditions such transfer or assignment. To the extent provided under the Bankruptcy Code or other applicable law, any provision that prohibits, restricts or conditions the assignment or transfer of any such executory contract or unexpired lease or that terminates or modifies such executory contract or unexpired lease or allows the counterparty to such executory contract or unexpired lease to terminate, modify, recapture, impose any penalty, condition renewal or extension, or modify any term or condition upon any such transfer and assignment constitutes an unenforceable anti-assignment provision and is void and of no force or effect. Any assignment by the Reorganized Debtors of an executory contract or unexpired lease after the Effective Date shall be governed by the terms of the executory contract or unexpired lease and applicable non-bankruptcy law.

Section 9.7. Approval of Assumption, Rejection, Retention or Assignment of Executory Contracts and Unexpired Leases

(a)       Entry of the Confirmation Order by the Bankruptcy Court shall, subject to the occurrence of the Effective Date, constitute approval of the rejections, retentions, assumptions and/or assignments contemplated by the Plan pursuant to sections 365 and 1123 of the Bankruptcy Code. Each executory contract and unexpired lease that is assumed (and/or assigned) pursuant to the Plan, shall vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms as of the applicable Assumption Effective Date, except as modified by the provisions of the Plan, any order of the Bankruptcy Court authorizing or providing for its assumption (and/or assignment) or applicable federal law.

(b)       The provisions (if any) of each executory contract or unexpired lease assumed and/or assigned pursuant to the Plan that are or may be in default shall be deemed satisfied in full by the Cure, or by an agreed-upon waiver of the Cure. Upon payment in full of the Cure, any and all Proofs of Claim based upon an executory contract or unexpired lease that has been assumed in the Chapter 11 Cases or under the terms of the Plan shall be deemed Disallowed and expunged with no further action required of any party or order of the Bankruptcy Court.

(c)       Confirmation of the Plan and consummation of the Restructuring Transactions shall not constitute a “change of control” or trigger any similar provision under any executory contract or unexpired lease assumed by the Debtors on or prior to the Effective Date, including the Severance Plan and Employment Agreements.

Section 9.8. Modifications, Amendments, Supplements, Restatements or Other Agreements

Unless otherwise provided by the Plan or by separate order of the Bankruptcy Court, each executory contract and unexpired lease that is assumed, whether or not such executory contract

or unexpired lease relates to the use, acquisition or occupancy of real property, shall include (i) all modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any agreement, instrument or other document that in any manner affects such executory contract or unexpired lease and (ii) all executory contracts or unexpired leases appurtenant to the premises, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, reciprocal easement agreements and any other interests in real estate or rights or remedies related to such premises, unless any of the foregoing agreements has been or is rejected pursuant to an order of the Bankruptcy Court or is otherwise rejected as part of the Plan.

Modifications, amendments, supplements and restatements to prepetition executory contracts and unexpired leases that have been executed by the Debtors during the Chapter 11 Cases and actions taken in accordance therewith (i) do not alter in any way the prepetition nature of the executory contracts and unexpired leases, or the validity, priority or amount of any Claims against the Debtors that may arise under the same, (ii) are not and do not create postpetition contracts or leases, (iii) do not elevate to administrative expense priority any Claims of the counterparties to the executory contracts and unexpired leases against any of the Debtors and (iv) do not entitle any Entity to a Claim under any section of the Bankruptcy Code on account of the difference between the terms of any prepetition executory contracts or unexpired leases and subsequent modifications, amendments, supplements or restatements.

Article 10
Provisions Regarding Governance of the Reorganized Debtors

Section 10.1. Organizational Action

(a)       On and after the Effective Date, the adoption, filing, approval and ratification, as necessary, of all limited liability company, corporate or related actions contemplated hereby for each of the Reorganized Debtors, including the Restructuring Transactions, shall be deemed authorized and approved in all respects. Without limiting the foregoing, such actions may include: (i) the adoption and filing of an amendment to the New Certificate of Incorporation, (ii) the adoption of the New Bylaws, (iii) the adoption and filing of the Reorganized Subsidiary Debtors’ Certificates of Formation and Operating Agreements, as applicable, (iv) the election or appointment, as the case may be, of directors, officers, managers or managing members for the Reorganized Debtors, (v) the issuance of the New Equity Securities, (vi) the Restructuring Transactions to be effectuated pursuant to the Plan and (vii) the qualification of any Reorganized Debtors as foreign corporations if and wherever the conduct of business by such entities requires such qualifications.

(b)       All matters provided for herein involving the organizational structure of any Debtor or any Reorganized Debtor, or any limited liability company or corporate action required by any Debtor or any Reorganized Debtor in connection with the Plan, shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders or directors of such Debtor or Reorganized Debtor or by any other stakeholder.

(c)       On and after the Effective Date, the appropriate officers of each Reorganized Debtor and members of the board of directors, board of managers or equivalent body of each

Reorganized Debtor are authorized and directed to issue, execute, deliver, file and record any and all agreements, documents, securities, deeds, bills of sale, conveyances, releases and instruments contemplated by the Plan in the name of and on behalf of such Reorganized Debtor and to take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan.

Section 10.2. Organizational Documents

(a)       The New Certificate of Incorporation and the New Bylaws shall be amended or deemed amended as may be required to be consistent with the provisions of the Plan and the Bankruptcy Code including, among other purposes, to authorize the New Equity Securities and to prohibit the issuance of nonvoting equity securities. After the Effective Date, the Reorganized Debtors may amend and restate their certificates of incorporation, limited liability company agreements, or other analogous organizational documents, as applicable, as permitted by applicable law.

(b)       Subject to the Restructuring Transactions, the Reorganized Subsidiary Debtors’ organizational documents in effect before the Effective Date shall remain in effect after the Effective Date. After the Effective Date, any of the Reorganized Debtors may file amended and restated certificates of incorporation (or other formation documents, if applicable) with the Secretary of State in any appropriate jurisdiction.

Section 10.3. Directors and Officers of the Reorganized Debtors

(a)       Subject to the Restructuring Transactions, on the Effective Date, the management, control and operation of each Reorganized Debtor shall become the general responsibility of the board of directors, members or managing members, as applicable, of such Reorganized Debtor or other governing body as provided in the applicable governing documents.

(b)       On the Effective Date, the term of the members of the Board shall expire and such members shall be replaced by the New Board. The New Board will initially consist of seven (7) members: (i) the Chief Executive Officer of Reorganized Bonanza Creek; (ii) one (1) director selected by the largest holder by amount of Notes Claims, (iii) one (1) director selected by the second largest holder by amount of Notes Claims and (iv) four (4) independent directors selected by the Ad Hoc Group Steering Committee, in consultation with the Debtors. The New Board shall include a sufficient number of independent directors to allow compliance with New York Stock Exchange rules regarding committee composition. Members of the New Board shall serve one (1) year terms. The classification and composition of the New Board shall be consistent with the New Certificate of Incorporation and the New Bylaws. In the Plan Supplement, to the extent known, the Debtors will disclose pursuant to section 1129(a)(5) of the Bankruptcy Code the identity and affiliations of the Persons proposed to serve on the New Board. The New Board members shall serve from and after the Effective Date in accordance with applicable non-bankruptcy law and the terms of the New Certificate of Incorporation and the New Bylaws.

(c)       Subject to the Restructuring Transactions, and except as specified in the Plan Supplement, the managers, managing members and members of the boards of directors, as applicable, of the Subsidiary Debtors before the Effective Date shall continue to serve in their

current capacities as of the Effective Date. The classification and composition of the managers, managing members and members of the boards of directors, as applicable, of the Reorganized Subsidiary Debtors shall be consistent with the Reorganized Subsidiary Debtors’ Certificates of Formation and Operating Agreements, as applicable. Each such director, manager or managing member, as applicable, shall serve from and after the Effective Date in accordance with applicable non-bankruptcy law and the terms of the relevant Reorganized Debtor’s constituent documents.

(d)       Subject to the Restructuring Transactions and any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, and except as otherwise specified in the Plan Supplement, the principal officers of each Debtor immediately before the Effective Date will be the officers of the corresponding Reorganized Debtor as of the Effective Date. Each such officer shall serve from and after the Effective Date in accordance with applicable non-bankruptcy law and the terms of such Reorganized Debtor’s constituent documents.

Article 11
Effect of Confirmation

Section 11.1. Vesting of Assets

Except as otherwise provided in the Plan, the Exit RBL Facility Documents, or in any contract, instrument, release or other agreement or document created pursuant to the Plan or in the Confirmation Order, upon the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all property (including all interests, rights and privileges related thereto) of each of the Debtors shall vest in each of the respective Reorganized Debtors free and clear of all Claims, Liens, encumbrances, charges and other interests. All Liens, Claims, encumbrances, charges and other interests shall be deemed fully released and discharged as of the Effective Date, except as otherwise provided in the Plan or the Confirmation Order. Except as otherwise provided in the Plan or the Confirmation Order, as of the Effective Date, the Reorganized Debtors may operate their businesses and may use, acquire and dispose of property and settle and compromise Claims and Interests without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules and in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code with respect to the Debtors.

Section 11.2. Release of Liens

Except as otherwise provided in the Plan, the Exit RBL Credit Facility, or in any contract, instrument, release or other agreement or document created pursuant to the Plan or the Confirmation Order, on the Effective Date and concurrently with the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim (except any RBL Credit Facility Secured Claim), satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date in accordance with the Plan, all mortgages, deeds of trust, Liens, pledges or other security interests against any property of the Estates shall be fully released, settled, discharged and compromised, and all rights, titles and interests of any holder of such mortgages, deeds of trust, Liens, pledges or other security interests against any property of the Estates shall revert to

the Reorganized Debtors and their successors and assigns. The Reorganized Debtors shall be authorized to file any necessary or desirable documents to evidence such release in the name of the party secured by such pre-Effective Date mortgages, deeds of trust, Liens, pledges or other security interests.

Section 11.3. Releases and Discharges

The releases and discharges of Claims and Causes of Action described in the Plan, including releases by the Debtors and by holders of Claims, constitute good-faith compromises and settlements of the matters covered thereby and are consensual. Such compromises and settlements are made in exchange for consideration and are in the best interest of holders of Claims, are fair, equitable, reasonable and are integral elements of the resolution of the Chapter 11 Cases in accordance with the Plan. Each of the discharge, release, indemnification and exculpation provisions set forth in the Plan (i) is within the jurisdiction of the Bankruptcy Court under sections 1334(a), 1334(b) and 1334(e) of title 28 of the United States Code, (ii) is an essential means of implementing the Plan, (iii) is an integral and non-severable element of the transactions incorporated into the Plan, (iv) confers a material benefit on, and is in the best interests of, the Debtors, their Estates and their Creditors, (v) is important to the overall objectives of the Plan to finally resolve all Claims among or against the parties-in-interest in the Chapter 11 Cases with respect to the Debtors, (vi) is fair, equitable and reasonable and in exchange for good and valuable consideration and (vii) is consistent with sections 105, 1123, 1129 and other applicable provisions of the Bankruptcy Code.

Section 11.4. Discharge and Injunction

(a)       Except as otherwise specifically provided in the Plan or the Confirmation Order, the rights afforded in the Plan and the payments and distributions to be made hereunder shall discharge all existing debts of, and Claims against, the Debtors and shall terminate all Interests in the Debtors, as well as all interests of any kind, nature or description whatsoever in or against any of the Debtors or any of their assets or properties to the fullest extent permitted by section 1141 of the Bankruptcy Code. Except as otherwise specifically provided in the Plan or the Confirmation Order, upon the Effective Date, all existing Claims against the Debtors and Interests in the Debtors shall be, and shall be deemed to be, discharged and terminated, and all holders of such Claims and Interests (and all representatives, trustees or agents on behalf of each holder) shall be precluded and enjoined from asserting against the Reorganized Debtors, their successors or assignees, or any of their assets or properties, any other or further Claim or Interest based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date, whether or not the facts or legal bases therefore were known or existed prior to the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all Claims against, liabilities of and Interests in the Debtors, subject to the occurrence of the Effective Date. Notwithstanding anything to the contrary in this Plan or the Confirmation Order, until an Unsecured Trade Claim is paid in full, such Unsecured Trade Claim shall not be discharged and terminated.

(b)       Upon the Effective Date and in consideration of the distributions to be made hereunder, except as otherwise specifically provided in the Plan or the Confirmation Order, each holder (as well as any representatives, trustees or agents on behalf of each holder) of a Claim or

Interest and any Affiliate of such holder shall be deemed to have forever waived, released and discharged the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from any and all Claims, Interests, rights and liabilities that arose prior to the Effective Date. Upon the Effective Date, all such Persons and Entities shall be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting any such discharged Claim against, or terminated Interest in, the Debtors.

(c)       Except as otherwise specifically provided in the Plan or the Confirmation Order, all Persons or Entities who have held, hold or may hold Claims or Interests that arose prior to the Effective Date and all other parties in interest, along with their respective present or former employees, agents, officers, directors, principals, representatives and Affiliates, are permanently enjoined, from and after the Effective Date, from (i) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim (including, without limitation, a Section 510(b) Claim) against or Interest in the Debtors, the Reorganized Debtors or property of any Debtors or Reorganized Debtors, other than to enforce any right to a distribution pursuant to the Plan, (ii) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against the Debtors, the Reorganized Debtors or property of any Debtors or Reorganized Debtors, other than to enforce any right to a distribution pursuant to the Plan, (iii) creating, perfecting or enforcing any Lien or encumbrance of any kind against the Debtors or Reorganized Debtors or against the property or interests in property of the Debtors or Reorganized Debtors other than to enforce any right to a distribution pursuant to the Plan or (iv) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from the Debtors or Reorganized Debtors or against the property or interests in property of the Debtors or Reorganized Debtors, with respect to any such Claim or Interest. Such injunction shall extend to any successors or assignees of the Debtors and Reorganized Debtors and their respective properties and interest in properties.

Section 11.5. Term of Injunction or Stays

Unless otherwise provided herein, any injunction or stay arising under or entered during the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code or otherwise that is in existence on the Confirmation Date shall remain in full force and effect until the later of the Effective Date and the date indicated in the order providing for such injunction or stay.

Section 11.6. Exculpation

Pursuant to the Plan, and except as otherwise specifically provided in the Plan or the Confirmation Order, none of the Exculpated Parties shall have or incur any liability to any holder of a Claim, Cause of Action or Interest for any act or omission in connection with, related to or arising out of, the Chapter 11 Cases, the negotiation of any settlement or agreement, contract, instrument, release or document created or entered into in connection with the Plan or in the Chapter 11 Cases (including the Plan Supplement and the Restructuring Support Agreement and, in each case, any documents related thereto), the pursuit of confirmation of the Plan, the consummation of the Plan, the preparation and distribution of the Disclosure Statement, the offer, issuance and distribution of any securities issued or to be issued under or in connection with the Plan, any other prepetition

or postpetition act taken or omitted to be taken in connection with or in contemplation of the restructuring of the Debtors or the administration of the Plan or the property to be distributed under the Plan, except for any act or omission that is determined in a Final Order to have constituted willful misconduct (including, without limitation, actual fraud) or gross negligence. Each Exculpated Party shall be entitled to rely upon the advice of counsel concerning his, her or its duties pursuant to, or in connection with, the Plan.

Section 11.7. Release by the Debtors

Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan (including ‎ Section 11.11 of the Plan) or the Confirmation Order, on and after the Effective Date, for good and valuable consideration, including their cooperation and contributions to the Chapter 11 Cases, the Released Parties shall be deemed released and discharged by the Debtors, the Reorganized Debtors and their Estates from any and all Claims, obligations, debts, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, asserted or unasserted, existing or hereinafter arising, in law, equity or otherwise, whether for tort, fraud, contract, violations of federal or state laws or otherwise, including Avoidance Actions, those Causes of Action based on veil piercing or alter-ego theories of liability, contribution, indemnification, joint liability or otherwise that the Debtors, the Reorganized Debtors, their Estates or their affiliates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity or that any holder of a Claim or Interest or other Entity would have been legally entitled to assert derivatively for or on behalf of the Debtors, their Estates or the Reorganized Debtors, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the Chapter 11 Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party excluding any assumed executory contract or lease, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation or preparation of the Plan, the Disclosure Statement, the Plan Supplement, the Restructuring Support Agreement, the Loan Documents (as defined in the Exit RBL Facility Documents), the Exit RBL Facility Documents, the Backstop Agreement, the Rights Offering Procedures, the Management Incentive Plan, the New Equity Securities, or, in each case, related agreements, instruments or other documents, or upon any other act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a Final Order to have constituted willful misconduct, actual fraud or gross negligence; provided , that if any Released Party directly or indirectly brings or asserts any Claim or Cause of Action that has been released or is contemplated to be released pursuant to the Plan in any way arising out of or related to any document or transaction that was in existence prior to the Effective Date against any other Released Party, and such Released Party does not abandon such Claim or Cause of Action upon request, then the release set forth in this ‎ Section 11.7 shall automatically and retroactively be null and void ab initio with respect to the Released Party bringing or asserting such Claim or Cause of Action; provided further that the immediately preceding

proviso shall not apply to (i) any action by a Released Party in the Bankruptcy Court (or any other court determined to have competent jurisdiction), including any appeal therefrom, to prosecute the amount, priority or secured status of any prepetition or ordinary course administrative Claim against the Debtors or (ii) any release or indemnification provided for in any settlement or granted under any other court order , provided that, in the case of (i) through (ii), the Debtors shall retain all defenses related to any such action.

Section 11.8. Voluntary Releases by the Holders of Claims and Interests

Except as otherwise specifically provided in the Plan or the Confirmation Order, on and after the Effective Date, for good and valuable consideration, in each case excluding the Excluded Parties, (i) the RBL Agent; (ii) the RBL Lenders; (iii) holders of Notes Claims; (iv) the Indenture Trustees; (v) NGL; (vi) NGL Energy Partners LP; (vii) the Equity Commitment Parties; (viii) holders of Claims and Interests; and (ix) as to each of the foregoing Entities in clauses (i) through (viii), each such Entity’s predecessors, successors and assigns, subsidiaries, affiliates, managed accounts or funds, and their current and former officers, directors, managers, partners, principals, shareholders, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors, and other Professionals (in each case as to the foregoing Entities in clauses (i) through (viii), solely in their capacity as such) (collectively, the “Releasing Parties”) shall be deemed to have conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged the Released Parties from any and all Claims, interests, obligations, debts, rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, asserted or unasserted, existing or hereinafter arising, in law, equity or otherwise, whether for tort, fraud, contract, violations of federal or state laws or otherwise, including Avoidance Actions, those Causes of Action based on veil piercing or alter-ego theories of liability, contribution, indemnification, joint liability or otherwise that such Releasing Party would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the Estates, the restructuring, the Chapter 11 Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Releasing Party excluding any assumed executory contract or lease, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the negotiation, formulation or preparation of the Plan, the Disclosure Statement, the Restructuring Support Agreement, the Plan Supplement, the Exit RBL Facility Documents, the Management Incentive Plan, the Backstop Agreement, the Rights Offering Procedures, the New Equity Securities, or, in each case, related agreements, instruments or other documents, or upon any other act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a Final Order to have constituted willful misconduct (including, without limitation, actual fraud) or gross negligence; provided that any holder of a Claim or Interest that elects to opt out of the releases contained in this

Section 11.8 shall not receive the benefit of the releases set forth in this Section 11.8 (even if for any reason otherwise entitled).

Section 11.9. Injunction

Except as otherwise specifically provided in the Plan or the Confirmation Order, all Persons and Entities who have held, hold or may hold Claims, interests, Causes of Action, Interests or liabilities that: (i) are subject to compromise and settlement pursuant to the terms of the Plan; (ii) have been released pursuant to ‎ Section 11.7 hereof; (iii) have been released pursuant to ‎ Section 11.8 hereof; (iv) are subject to exculpation pursuant to ‎ Section 11.6 hereof, including exculpated claims (but only to the extent of the exculpation provided in ‎ Section 11.6 hereof); or (v) are otherwise stayed or terminated pursuant to the terms of the Plan, are permanently enjoined and precluded, from and after the Effective Date, from: (A) commencing or continuing in any manner any action or other proceeding of any kind, whether directly, derivatively or otherwise, including on account of any claims, interests, Causes of Action or liabilities that have been compromised or settled against any Released Party or any Exculpated Party (or the property or estate of any Released Party or any Exculpated Party) on account of or in connection with or with respect to any released, settled, compromised, or exculpated Claims, interests, Causes of Action or liabilities; (B) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against any Released Party or any Exculpated Party or its property on account of or in connection with or with respect to any such released, settled, compromised, or exculpated Claims, interests, Causes of Action, or liabilities; (C) creating, perfecting or enforcing any Lien, Claim, or encumbrance of any kind against any Released Party or any Exculpated Party or its property on account of or in connection with or with respect to any such released, settled, compromised, or exculpated Claims, interests, Causes of Action, or liabilities; (D) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from any Released Party or any Exculpated Party or its property on account of or in connection with or with respect to any such released, settled, compromised, or exculpated Claims, interests, Causes of Action or liabilities (unless such holder has filed a timely Proof of Claim with the Bankruptcy Court preserving the right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise); and (E) commencing or continuing in any manner any action or other proceeding of any kind against any Released Party or any Exculpated Party or its property on account of or in connection with or with respect to any such released, settled, compromised, or exculpated Claims, interests, Causes of Action, or liabilities released, settled or compromised pursuant to the Plan; provided that nothing contained herein shall preclude a Person or Entity from obtaining benefits directly and expressly provided to such Person or Entity pursuant to the terms of the Plan; provided , further , that nothing contained herein shall be construed to prevent any Person or Entity from defending against claims objections or collection actions whether by asserting a right of setoff or otherwise to the extent permitted by law.

Section 11.10. Setoff and Recoupment

The Debtors and the Reorganized Debtors may, but shall not be required to, set off or recoup against any Claim and any Cash distribution to be made on account of such Claim, any and all Claims, rights and Causes of Action of any nature that the Debtors may

have against the holder of such Claim pursuant to the Bankruptcy Code or applicable non-bankruptcy law; provided , however , that neither the failure to effect such a setoff or recoupment nor the allowance of any Claim shall constitute a waiver, abandonment or release by the Debtors or the Reorganized Debtors of any such Claims, rights and Causes of Action that the Debtors or the Reorganized Debtors may have against the holder of such Claim.

Section 11.11. Preservation of Causes of Action

(a)       Except as expressly provided in this ‎ Article 11 or the Confirmation Order, nothing contained in the Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any rights or Causes of Action that the Debtors, the Reorganized Debtors or the Estates may have or that the Reorganized Debtors may choose to assert on behalf of their respective Estates under any provision of the Bankruptcy Code or any applicable non-bankruptcy law, including, without limitation, (i) any and all Causes of Action or Claims against any Person or Entity, to the extent such Person or Entity asserts a crossclaim, counterclaim and/or claim for setoff that seeks affirmative relief against the Debtors, the Reorganized Debtors, their officers, directors or representatives or (ii) the turnover of any property of the Estates to the Debtors.

(b)       Except as set forth in this ‎ Article 11 or the Confirmation Order, nothing contained in the Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any rights or Causes of Action that the Debtors had immediately prior to the Petition Date or the Effective Date against or regarding any Claim left Unimpaired by the Plan. The Reorganized Debtors shall have, retain, reserve and be entitled to assert all such rights and Causes of Action as fully as if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’ legal and equitable rights respecting any Claim left Unimpaired by the Plan may be asserted after the Confirmation Date to the same extent as if the Chapter 11 Cases had not been commenced.

(c)       Except as set forth in this ‎ Article 11 or the Confirmation Order, nothing contained in the Plan or the Confirmation Order shall be deemed to release any post-Effective Date obligations of any party under the Plan, or any document, instrument or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

Section 11.12. Compromise and Settlement of Claims and Controversies

Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good-faith compromise of all Claims, Causes of Action and controversies relating to the contractual, legal and subordination rights that a holder of an Allowed Claim or Interest that has entered into a settlement with the Debtors may have against any Debtor, or any distribution to be made on account of such an Allowed Claim. Pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the benefits provided under the Plan and as a mechanism to effect a fair distribution of value to the Debtors’ constituencies, except as set forth in the Plan, the provisions of the Plan shall also constitute a good-faith compromise of all Claims, Causes of Action and controversies by any Debtor against any other Debtor. In each case, the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims

or controversies and the Bankruptcy Court’s finding that such compromise or settlement is in the best interests of the Debtors, their Estates and the holders of such Claims and is fair, equitable and reasonable. In accordance with the provisions of the Plan, pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019(a), without any further notice or action, order or approval of the Bankruptcy Court, the Debtors may compromise and settle Claims against them and Causes of Action against other Entities and after the Effective Date, such right shall pass to the Reorganized Debtors.

Article 12
Conditions Precedent to Confirmation and Effectiveness of the Plan

Section 12.1. Conditions to Confirmation

Confirmation of the Plan will not occur unless each of the following conditions has been satisfied or waived in accordance with ‎ Section 12.3 of the Plan:

(a)       The Confirmation Order shall be entered; and

(b)       The Plan Supplement and all of the schedules, documents and exhibits contained therein shall have been filed.

Section 12.2. Conditions to Effectiveness

The following are conditions precedent to the occurrence of the Effective Date, each of which must be satisfied on or prior to the Effective Date or waived in accordance with ‎ Section 12.3 of the Plan:

(a)       The Confirmation Order shall have been entered and shall not be subject to a stay nor have been rescinded, vacated or reversed on appeal;

(b)       The Restructuring Support Agreement shall not have been terminated by any of the parties thereto and, whether or not the Restructuring Support Agreement has been terminated, no event giving rise to a termination event thereunder shall have occurred and be continuing;

(c)       The Equity Commitment Settlement Agreement shall not have been terminated by the Equity Commitment Parties pursuant to the terms of the Equity Commitment Settlement Agreement;

(d)       The conditions to the obligations of the Backstop Parties and the Debtors under the Backstop Agreement shall have been satisfied or waived in accordance with the terms of the Backstop Agreement (other than the condition that the Effective Date shall have occurred), and the Backstop Agreement shall be in full force and effect and binding on all parties thereto;

(e)       The Rights Offering shall have been consummated in all material respects in accordance with Rights Offering Procedures and the Backstop Agreement, and no event giving rise to a termination event thereunder shall have occurred and be continuing;

(f)       The Debtors shall have tendered a Commitment Agreement executed by the Debtors and in substantially the form attached as an exhibit to the Equity Commitment Settlement Agreement to each Equity Commitment Party;

(g)       The Debtors shall have implemented the Restructuring Transactions and all transactions contemplated by this Plan and the RSA, in a manner consistent in all respects with the RSA and the Plan;

(h)       All reasonable and documented fees and expenses of the Supporting Noteholders and NGL payable under the Restructuring Support Agreement shall have been paid in full in cash in accordance with the terms of the Restructuring Support Agreement;

(i)       All invoiced fees and out-of-pocket expenses (in each instance, in summary form and with no detail required to be provided), up to an aggregate maximum amount of $3 million, have been paid to the AHEC Professionals (as such term is defined by the Equity Commitment Settlement Agreement);

(j)       All documents and agreements necessary to implement the Plan, including the Plan Supplement, shall be in form and substance reasonably acceptable to the Required Supporting Noteholders and shall have been executed;

(k)       The New NGL Agreement shall be in form and substance reasonably acceptable to NGL and the Required Supporting Noteholders and shall have been executed;

(l)       Any amendments, modifications or supplements to the Plan that adversely affect the New NGL Agreement shall be in form and substance acceptable to NGL;

(m)       The Debtors shall have received all authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions or documents that are necessary to implement the Plan and that are required by law, regulation or order; and

(n)       Each of the New Certificate of Incorporation, the New Bylaws, the Reorganized Subsidiary Debtors’ Certificates of Incorporation, the Reorganized Subsidiary Debtors’ Certificates of Formation, the Reorganized Subsidiary Debtors’ Operating Agreements, as applicable, will be in full force and effect as of the Effective Date.

Section 12.3. Waiver of Conditions to Confirmation or Effectiveness

The Debtors, with the prior written consent of the Required Supporting Noteholders, may waive any of the conditions set forth in ‎ Section 12.1 or ‎ Section 12.2 (excluding 12.2(c), (f) and (i) which shall require the prior written consent of the Equity Commitment Parties) hereof at any time, without any notice to other parties-in-interest or the Bankruptcy Court and without any formal action other than proceeding to confirm and/or consummate the Plan. The failure to satisfy any condition before the Confirmation Date or the Effective Date may be asserted by the Debtors as a reason not to seek Confirmation or declare an Effective Date, regardless of the circumstances giving rise to the failure of such condition to be satisfied (including any action or inaction by the Debtors, in their sole discretion). The failure of the Debtors or the Required Supporting Noteholders to exercise any of the foregoing rights shall not be deemed a waiver of

any other rights, and each such right shall be deemed an ongoing right, which may be asserted at any time.

Article 13
Modification, Revocation or Withdrawal of the Plan

Section 13.1. Plan Modifications

(a)       Subject to certain restrictions and requirements set forth in section 1127(a) of the Bankruptcy Code and Bankruptcy Rule 3019, and those restrictions on modifications set forth in the Plan, the Debtors may alter, amend or modify the Plan, including the Plan Supplement, without additional disclosure pursuant to section 1125 of the Bankruptcy Code prior to the Confirmation Date, provided that any such alteration, amendment or modification shall be reasonably acceptable to the Required Supporting Noteholders and consistent with the Restructuring Support Agreement and shall not be adverse to the Equity Commitment Parties. After the Confirmation Date and before substantial consummation of the Plan, the Debtors may institute proceedings in the Bankruptcy Court pursuant to section 1127(b) of the Bankruptcy Code to remedy any defect or omission or reconcile any inconsistencies in the Plan, including the Plan Supplement, the Disclosure Statement or the Confirmation Order relating to such matters as may be necessary to carry out the purposes and effects of the Plan.

(b)       After the Confirmation Date, but before the Effective Date, the Debtors, with the consent of the Required Supporting Noteholders, may make appropriate technical adjustments and modifications to the Plan, including the Plan Supplement, without further order or approval of the Bankruptcy Court; provided that such adjustments and modifications do not materially and adversely affect the treatment of holders of Claims or Interests.

Section 13.2. Revocation or Withdrawal of the Plan and Effects of Non-Occurrence of Confirmation or Effective Date

The Debtors, with the consent of the Required Supporting Noteholders for so long as the Restructuring Support Agreement has not been terminated in accordance with its terms, reserve the right to revoke, withdraw or delay consideration of the Plan before the Confirmation Date, either entirely or as to any one or more of the Debtors. If the Plan is revoked, withdrawn or delayed as to fewer than all of the Debtors, such revocation, withdrawal or delay shall not affect the enforceability of the Plan as it relates to the Debtors for which the Plan is not revoked, withdrawn or delayed. If the Debtors revoke or withdraw the Plan in its entirety or if the Confirmation Date or the Effective Date does not occur, then, absent further order of the Bankruptcy Court, (i) the Plan shall be null and void in all respects, (ii) any settlement or compromise not previously approved by Final Order of the Bankruptcy Court embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Interest or Class of Claims or Interests), assumption or rejection of executory contracts or leases effected by the Plan and any document or agreement executed pursuant hereto, shall be deemed null and void and (iii) nothing contained in the Plan or Confirmation Order shall (A) constitute a waiver or release of any Claims by or against, or any Interests in, such Debtors or any other Person or Entity, (B) prejudice in any manner the rights of such Debtors or any other Person or Entity (including,

but not limited to, the application of res judicata or collateral estoppel) or (C) constitute an admission of any sort by the Debtors or any other Person or Entity.

If the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction over any request to extend the deadline for assuming or rejecting executory contracts or unexpired leases.

Article 14
Retention of Jurisdiction by the Bankruptcy Court

On and after the Effective Date, the Bankruptcy Court shall retain jurisdiction, to the fullest extent permissible under law, over all matters arising out of and related to the Chapter 11 Cases for, among other things, the following purposes:

(a)       To hear and determine all matters relating to the assumption or rejection of executory contracts or unexpired leases, including whether a contract or lease is or was executory or expired, and the allowance of Cure amounts and Claims resulting therefrom;

(b)       To hear and determine any motion, adversary proceeding, application, contested matter or other matter pending on the Effective Date;

(c)       To hear and determine all matters relating to the allowance, disallowance, liquidation, classification, priority or estimation of any Claim against any of the Debtors;

(d)       To ensure that distributions to holders of Allowed Claims are accomplished as provided herein;

(e)       To hear and determine all applications for compensation and reimbursement of Professional Fee Claims;

(f)       To hear and determine any application to modify the Plan in accordance with section 1127 of the Bankruptcy Code, to remedy any defect or omission or reconcile any inconsistency in the Plan, the Disclosure Statement or any order of the Bankruptcy Court, including the Confirmation Order, in such a manner as may be necessary to carry out the purposes and effects thereof;

(g)       To grant any consensual request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;

(h)       To hear and determine disputes arising in connection with the interpretation, implementation or enforcement of the Plan, the Confirmation Order, any transactions or payments contemplated hereby or any agreement, instrument or other document governing or relating to any of the foregoing;

(i)       To issue injunctions, enter and implement other orders and take such other actions as may be necessary or appropriate to restrain interference by any person with the consummation, implementation or enforcement of the Plan, the Confirmation Order or any other order of the Bankruptcy Court;

(j)       To issue such orders as may be necessary to construe, enforce, implement, execute and consummate the provisions of (a) contracts, instruments, releases, indentures, and other agreements or documents approved by Final Order in the Chapter 11 Cases and (b) the Plan, the Confirmation Order, and contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan;

(k)       To enter, implement or enforce such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, reversed, revoked, modified or vacated;

(l)       To hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code (including the expedited determination of tax under section 505(b) of the Bankruptcy Code);

(m)       To hear and determine any other matters related to the Plan and not inconsistent with the Bankruptcy Code;

(n)       To determine any other matters that may arise in connection with or are related to the Plan, the Disclosure Statement, the Confirmation Order, any of the Plan Documents or any other contract, instrument, release or other agreement or document related to the Plan, the Disclosure Statement or the Plan Supplement; provided that the Bankruptcy Court shall not retain jurisdiction over disputes concerning documents contained in the Plan Supplement that have a jurisdictional, forum selection or dispute resolution clause that refers disputes to a different court and any disputes concerning documents contained in the Plan Supplement shall be governed in accordance with the provisions of such documents;

(o)       To recover all assets of the Debtors and property of the Debtors’ Estates, which shall be for the benefit of the Reorganized Debtors, wherever located;

(p)       To hear and determine all disputes involving the existence, nature or scope of the Debtors’ discharge;

(q)       To hear and determine any rights, Claims or Causes of Action held by or accruing to the Debtors or the Reorganized Debtors pursuant to the Bankruptcy Code or pursuant to any federal or state statute or legal theory;

(r)       To enforce all orders, judgments, injunctions, releases, exculpations, indemnifications and rulings entered in connection with the Chapter 11 Cases with respect to any Person or Entity;

(s)       To hear any other matter not inconsistent with the Bankruptcy Code; and

(t)       To enter a final decree closing the Chapter 11 Cases.

Unless otherwise specifically provided herein or in a prior order of the Bankruptcy Court, the Bankruptcy Court shall have jurisdiction to hear and determine disputes concerning Claims against the Debtors that arose prior to the Effective Date.

Article 15
Miscellaneous

Section 15.1. Exemption from Transfer Taxes and Recording Fees

Pursuant to section 1146(a) of the Bankruptcy Code, the issuance, Transfer or exchange of notes or equity securities under the Plan, the creation, the filing or recording of any mortgage, deed of trust or other security interest, the making, assignment, filing or recording of any lease or sublease, the transfer of title to or ownership of any of the Debtors’ interests in any property, or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan, including, without limitation, the Plan Documents, the New Equity Securities and any agreements of consolidation, deeds, bills of sale or assignments executed in connection with any of the transactions contemplated under the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee or other similar tax or governmental assessment in the United States. The Confirmation Order shall direct the appropriate federal, state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

Section 15.2. Expedited Tax Determination

The Reorganized Debtors may request an expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns filed for or on behalf of such Debtors or Reorganized Debtors for all taxable periods ending on or before the Effective Date.

Section 15.3. Payment of Statutory Fees

All fees payable pursuant to section 1930(a) of title 28 of the United States Code and/or section 3717 of title 31 of the United States Code, as determined by the Bankruptcy Court, shall be paid for each quarter (including any fraction thereof) by each and every Debtor until the earlier of the time that a particular case is converted, dismissed or closed.

Section 15.4. Plan Supplement

Draft forms of certain Plan Documents and certain other documents, agreements, instruments, schedules and exhibits specified in the Plan shall, where expressly so provided for in the Plan, be contained in the Plan Supplement and filed from time to time. Unless otherwise expressly provided in the Plan, the Debtors shall file the Plan Supplement five (5) days prior to the Voting Deadline and may alter, modify or amend any Plan Supplement document in accordance with ‎ Section 13.1 of the Plan.

Section 15.5. Claims against Other Debtors

Nothing in the Plan or the Disclosure Statement or any document or pleading filed in connection therewith shall constitute or be deemed to constitute an admission that any of the Debtors are subject to or liable for any Claim against any other Debtor.

Section 15.6. Substantial Consummation

On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.

Section 15.7. Section 1125 of the Bankruptcy Code

As of and subject to the occurrence of the Confirmation Date: (i) the Debtors shall be deemed to have solicited acceptances of the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code, including, without limitation, sections 1125(a) and 1125(e) of the Bankruptcy Code, and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with such solicitation and (ii) the Debtors and each of their respective Affiliates, agents, directors, officers, employees, advisors and attorneys shall be deemed to have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code in the offer and issuance of any securities under the Plan and, therefore, are not, and on account of such offer, issuance and solicitation shall not be, liable at any time for any violation of any applicable law, rule or regulation governing the solicitation of acceptances or rejections of the Plan or the offer and issuance of any securities under the Plan.

Section 15.8. Nonseverability

If, before Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, which request shall be reasonably acceptable to the Required Supporting Noteholders, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such terms or provision shall then be applicable as altered or interpreted provided that any such alteration or interpretation shall be reasonably acceptable to the Debtors and the Required Supporting Noteholders and fully in compliance with the Restructuring Support Agreement. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (a) valid and enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified without the consent of the Debtors and Required Supporting Noteholders; and (c) non-severable and mutually dependent.

Section 15.9. Governing Law

Except to the extent that the Bankruptcy Code, the Bankruptcy Rules, the Local Rules or other federal law is applicable, or to the extent the Plan, an exhibit or a schedule hereto, a Plan Document or any settlement incorporated herein provides otherwise, the rights, duties and obligations arising under the Plan shall be governed by, and construed and enforced in

accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws thereof.

Section 15.10. Binding Effect

The Plan shall be binding upon and inure to the benefit of the Debtors, the Reorganized Debtors, all present and former holders of Claims against the Debtors or Interests in the Debtors and their respective heirs, executors, administrators, successors and assigns.

Section 15.11. Notices

To be effective, any notice, request or demand to or upon, as applicable, the Debtors, the RBL Agent or the Supporting Noteholders must be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually received and confirmed by the relevant party as follows:

If to the Debtors or the Reorganized Debtors:

Bonanza Creek, Inc.

410 17 ^th Street, Suite 1400 

Denver, Colorado

with a copy to:

Davis Polk & Wardwell LLP 

450 Lexington Avenue

New York, New York 10017 

Brian M. Resnick (brian.resnick@davispolk.com) 

Adam L. Shpeen (adam.shpeen@davispolk.com)

-and-

Richards, Layton & Finger, P.A. 

One Rodney Square

920 North King Street 

Wilmington, Delaware 19801

Amanda R. Steele (steele@rlf.com) 

Brendan J. Schlauch (schlauch@rlf.com)

If to the Supporting Noteholders:

Kirkland & Ellis LLP

601 Lexington Avenue 

New York, New York 10022

-and-

300 North LaSalle

Chicago, Illinois 60654

If to the RBL Agent:

Bracewell LLP 

711 Louisiana Street Suite 2300

Houston, Texas 77002 

Dewey Gonsoulin (dewey.gonsoulin@bracewelllaw.com) 

Section 15.12. Reservation of Rights

Except as expressly set forth herein, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. Before the Effective Date, none of the filing of the Plan, any statement or provision contained herein or the taking of any action by the Debtors related to the Plan shall be or shall be deemed to be an admission or waiver of any rights of the Debtors of any kind, including as to the holders of Claims or Interests or as to any treatment or classification of any contract or lease.

Section 15.13. Further Assurances

The Debtors, the Reorganized Debtors and all holders of Claims receiving distributions hereunder and all other parties in interest may and shall, from time to time, prepare, execute and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.

Schedule 9.2(a)

Executory Contracts and Unexpired Leases to Be Assumed

See Notice of Cure Amounts With Respect to Executory Contracts and Unexpired Leases To Be Assumed by the Debtors Pursuant to the Prepackaged Plan, filed on March 3, 2017 [D.I. 317]

Schedule 9.2(b)

Executory Contracts and Unexpired Leases to Be Rejected

See Notice of Executory Contracts and Unexpired Leases To Be Rejected
by the Debtors Pursuant to the Prepackaged Plan, filed on March 3, 2017 [D.I. 318]