Exhibit 10.1

THIS CHAPTER 11 PLAN SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. Nothing contained in thIS CHAPTER 11 PLAN SUPPORT AGREEMENT shall be an admission of fact or liability OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

CHAPTER 11 PLAN SUPPORT AGREEMENT

This CHAPTER 11 PLAN SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section ‎16.02, this “Agreement”) is made and entered into as of March 2, 2020 (the “Execution Date”), by and among the following parties (each of the following described in sub-clauses (i) through (iv) of this preamble, collectively, the “Parties”):¹

RECITALS

WHEREAS, on February 25, 2019 (the “Petition Date”), each of the Company Parties commenced cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);

WHEREAS, the Company Parties and the Consenting Creditors have in good faith and at arms’ length negotiated certain restructuring and recapitalization transactions with respect to the

1	Capitalized terms used but not defined in the preamble and recitals to this Agreement have the meanings ascribed to them in ‎Section 1, the Restructuring Term Sheet, or the Uniti Term Sheet, as applicable.

Company Parties’ capital structure on the terms set forth in this Agreement and as specified in the term sheet attached as Exhibit C hereto (the “Restructuring Term Sheet” and, such transactions as described in the Restructuring Term Sheet, the “Restructuring Transactions”), subject to agreement on definitive documentation and approval by the Court;

WHEREAS, on July 25, 2019, Holdings and Services initiated an adversary proceeding styled as Windstream Holdings, Inc. and Windstream Services, LLC v. Uniti Group, Inc. et al., Case No. 19-08279 (RDD) (the “Adversary Proceeding”) against certain Uniti Parties;

WHEREAS, the Parties have engaged in arm’s-length, good faith discussions in the context of a mediation overseen by the Honorable Shelley C. Chapman;

WHEREAS, to avoid any further expenditure of time, effort, and money, and the uncertainty inherent in the Adversary Proceeding, the Parties desire fully and finally to compromise and resolve all claims and counterclaims asserted in the Adversary Proceeding or otherwise relating in any way to the subject matter of the Adversary Proceeding upon the terms and conditions set forth in the term sheet attached as Exhibit D hereto (the “Uniti Term Sheet,” and, the transactions described in the Uniti Term Sheet, the “Uniti Transactions”), subject to agreement on definitive documentation and approval by the Court;

WHEREAS, the Parties have agreed to take certain actions to implement the Restructuring Transactions and the Uniti Transactions on the terms and conditions set forth in this Agreement; and

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

AGREEMENT

Section 1.               Definitions and Interpretation.

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

“Administrative Claim” means a Claim for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including the Effective Date of preserving the Estates and operating the Debtors’ businesses; (b) Claims for compensation for services rendered or reimbursement of expenses incurred under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code; and (c) all fees and charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the United States Code.

“Adversary Proceeding” has the meaning set forth in the recitals to this Agreement

“Affiliate” has the meaning ascribed to it in section 101(2) of the Bankruptcy Code.

“Agent” means any administrative agent, collateral agent, or similar Entity under the First Lien Loans, including any successors thereto.

“Agents/Trustees” means, collectively, each of the Agents and Trustees.

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

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

“Agreement” has the meaning set forth in the preamble to this Agreement and, for the avoidance of doubt, includes all the exhibits, annexes, and schedules hereto in accordance with Section ‎16.02 (including the Restructuring Term Sheet and the Uniti Term Sheet).

“Allowed” means, as to a Claim or an Interest, a Claim or an Interest allowed under the Plan, under the Bankruptcy Code, or by a final order, as applicable. For the avoidance of doubt, (a) there is no requirement to file a Proof of Claim (or move the Bankruptcy Court for allowance) to be an Allowed Claim under the Plan, and (b) the Debtors may affirmatively determine to deem unimpaired Claims Allowed to the same extent such Claims would be allowed under applicable nonbankruptcy law.

“Alternative Restructuring Proposal” means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions and that (following entry of the Uniti 9019 Order) (i) is consistent in all material respects with the Uniti Term Sheet and Uniti Documents and (ii) would not frustrate or impede the approval, implementation, or consummation of the Uniti Transactions as described in the Uniti Term Sheet and the Uniti Documents.

“Bankruptcy Code” has the meaning set forth in the recitals to this Agreement.

“Bankruptcy Court” has the meaning set forth in the recitals to this Agreement.

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

“Cause of Action” means any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or

otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code.

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

“Claim” has the meaning ascribed to it in section 101(5) of the Bankruptcy Code.

“Company Claims/Interests” means any Claim against, or Equity Interest in, a Company Party, including the First Lien Claims, the Second Lien Claims, and the Unsecured Notes Claims; provided that, with respect to Elliott, the term “Company Claims/Interests” shall expressly exclude Excess Second Lien Claims and Excess Unsecured Notes Claims, except as specified herein; provided, further, that the “Company Claims/Interests” with respect to a Permitted Transferee of Second Lien Claims or Unsecured Claims shall include only those Second Lien Claims or Unsecured Notes Claims transferred to such Permitted Transferee by a Consenting Creditor and shall not include any other Second Lien Claims or Unsecured Notes Claims either (i) held by such Permitted Transferee on the date of such Transfer or (ii) subsequently acquired from a Person that is not a Consenting Creditor, unless such Permitted Transferee was a Consenting Creditor on the date of such Transfer.

“Company Parties” has the meaning set forth in the recitals to this Agreement.

“Confidentiality Agreement” means an executed confidentiality agreement, including with respect to the issuance of a “cleansing letter” or other public disclosure of material non-public information agreement, in connection with any proposed Restructuring Transactions.

“Confirmation Hearing” means the hearing to consider confirmation of the Plan.

“Confirmation Order” means the confirmation order with respect to the Plan.

“Confirmation” means entry of the Confirmation Order on the docket of the Chapter 11 Cases.

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

“Consummation” means the occurrence of the Effective Date.

“Debtors” means the Company Parties that have commenced Chapter 11 Cases.

“Definitive Documents” means the documents listed in Section ‎3.01, provided that, notwithstanding anything to the contrary in Section 3.01 or otherwise in this Agreement, in no event shall the Uniti Stock Sale Documents be included in the definition of Definitive Documents.

“DIP Agent” means Citibank N.A. in its capacity as administrative agent and collateral agent under the DIP Credit Agreement.

“DIP Claims” means all Claims derived from, based upon, or secured pursuant to the DIP Credit Agreement, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related thereto, in each case, with respect to the DIP Facility.

“DIP Credit Agreement” means that certain superpriority secured debtor-in-possession credit agreement (as may be amended, supplemented, or otherwise modified from time to time) dated March 13, 2019, between Windstream Holdings, Inc. and Windstream Services, LLC, as borrowers, the Debtor guarantors that are party thereto, the lenders party thereto, DIP Agent, and Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Barclays Bank PLC, and Deutsche Bank Securities Inc., as co-documentation agents.

“DIP Facility” means that certain debtor-in-possession financing facility in accordance to the terms and conditions set forth in the DIP Credit Agreement.

“DIP Lenders” means the lenders party to the DIP Credit Agreement with respect to the DIP Facility.

“Disclosure Statement Motion” means the motion seeking, among other things, (a) approval of the Disclosure Statement, (b) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (c) to schedule the Confirmation Hearing.

“Disclosure Statement” means the related disclosure statement with respect to the Plan and any exhibits thereto.

“Equity Interests” or “Interests” means, collectively, the shares (or any class thereof), common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Company Party, and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible into the shares (or any class thereof) of, common stock, preferred stock, limited liability company interests, or other equity, ownership, or profits interests of any Company Party (in each case whether or not arising under or in connection with any employment agreement).

“Estate” means the estate of any Debtor created under sections 301 and 541 of the Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.

“Excess Second Lien Claims” means any Claim on account of the Second Lien Notes held by Elliott as of the Agreement Effective Date that exceeds a face amount equal to one-third of the principal amount of all Second Lien Notes plus one dollar.

“Excess Unsecured Notes Claims” means any Claim on account of the Unsecured Notes held by Elliott as of the Agreement Effective Date that exceeds a face amount equal to one-third of the principal amount of all Unsecured Notes plus one dollar.

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

“First Lien Ad Hoc Group” means that certain ad hoc group of holders of Company Claims/Interests as disclosed in the Third Amended Verified Statement of the First Lien Ad Hoc Group Pursuant to Bankruptcy Rule 2019 [Docket No. 1444], as amended, restated, supplemented, or otherwise modified from time to time

“First Lien Claim” means any Claim on account of the First Lien Loans or the First Lien Notes.

“First Lien Loans” means the revolving loans and term loans under that certain Sixth Amended and Restated Credit Agreement, originally dated as of July 17, 2006, and amended and restated on April 24, 2015 (as amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms), by and between Services, the lenders party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent and collateral agent, and certain other parties thereto.

“First Lien Notes” means the 8.625% Senior First Lien Notes due 2025 issued by Services and Windstream Finance Corp.

“General Unsecured Claim” means any Claim other than an Administrative Claim, a Secured Tax Claim, an Other Secured Claim, a Priority Tax Claim, an Other Priority Claim, a First Lien Claim, a Midwest Notes Claim, a Second Lien Claim, or a DIP Claim.

“Intercompany Claim” means Claim held by a Debtor against a Debtor.

“Intercompany Interest” means an Interest in a Debtor held by a Debtor.

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

“Midwest Notes Claim” means any Claim on account of the Midwest Notes

“Midwest Notes” means the 6.750% Secured Notes due 2028 issued by Windstream Holding of the Midwest, Inc.

“Other Priority Claim” means any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

“Other Secured Claim” means any Secured Claim, including any Secured Tax Claim, other than a First Lien Claim, Midwest Notes Claim, Second Lien Claim, or a DIP Claim.

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

“Permitted Transferee” means each transferee of any Company Claims/Interests who meets the requirements of Section ‎10.01.

“Petition Date” has the meaning set forth in the recitals to this Agreement.

“Plan Effective Date” means the occurrence of the Effective Date of the Plan according to its terms.

“Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan that will be filed by the Debtors with the Bankruptcy Court, including, without limitation, documents identifying the officers and directors of the Reorganized Debtors, the governance documents for the Reorganized Debtors, and any equityholders’ agreements with respect to the Reorganized Debtors.

“Plan” means the joint plan of reorganization filed by the Debtors under chapter 11 of the Bankruptcy Code that embodies the Restructuring Transactions and any exhibits thereto.

“Priority Tax Claim” means any Claim of a Governmental Unit (as defined in section 101(27) the Bankruptcy Code) of the kind specified in section 507(a)(8) of the Bankruptcy Code.

“Proof of Claim” means a proof of claim filed against any of the Debtors in the Chapter 11 Cases by the applicable claims bar date.

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

“Reinstatement” or “Reinstated” means with respect to Claims and Interests, that the Claim or Interest shall be rendered unimpaired in accordance with section 1124 of the Bankruptcy Code.

“Reorganized Debtors” means a Debtor, or any successor or assign thereto, by merger, consolidation, or otherwise, on and after the Plan Effective Date.

“Reorganized Windstream” Windstream Holdings, Inc., or any successor or assign, by merger, consolidation, or otherwise, on or after the Plan Effective Date.

“Required Consenting Creditors” means the Required Consenting First Lien Creditors and Elliott.

“Required Consenting First Lien Creditors” means, as of the relevant date, Consenting Creditors that are members of the First Lien Ad Hoc Group (a) holding at least 50.01% of the aggregate principal amount of First Lien Claims held by all Consenting First Lien Creditors that

are members of the First Lien Ad Hoc Group and (b) constituting at least two (2) members² of the First Lien Ad Hoc Group.

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

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

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

“Second Lien Claims” means any Claim on account of the Second Lien Notes.

“Second Lien Notes” means the (i) 10.50% Senior Second Lien Notes due 2024 and (ii) 9.00% Senior Second Lien Notes due 2025 issued by Services and Windstream Finance Corp.

“Secured Tax Claim” means any Secured Claim that, absent its Secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured Claim for penalties.

“Secured” means when referring to a Claim: (a) secured by a lien on collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.

“Securities Act” means the Securities Act of 1933, as amended.

“Termination Date” means the date on which termination of this Agreement as to a Party is effective in accordance with Sections ‎13.01, ‎13.02(a), ‎13.04, or ‎13.05.

“Transfer Agreement” means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of this Agreement and substantially in the form attached hereto as Exhibit E-1, with respect to transfers of First Lien Claims, Midwest Notes Claims and/or Equity Interests, and substantially in the form attached hereto as Exhibit E-2, with respect to transfers of Second Lien Claims and/or Unsecured Notes Claims.

“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions).

“Trustee” means any indenture trustee, collateral trustee, or other trustee or similar entity under the First Lien Notes or the Second Lien Notes.

“Uniti 9019 Motion” means a motion seeking approval of the transactions contemplated by the Uniti Term Sheet.

“Uniti 9019 Order” means an order granting the Uniti 9019 Motion.

“Uniti Agreement” has the meaning set forth in section ‎3.01 of this Agreement.

“Uniti Stock Sale Documents” means the documents and instruments necessary to implement the “Uniti Stock Sale” (as defined in the Uniti Term Sheet).

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

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

“Unsecured Notes Claims” means any Claim on account of the Unsecured Notes.

“Unsecured Notes” means the (i) 7.750% Senior Notes due 2020, (ii) 7.750% Senior Notes due 2021, (iii) 7.500% Senior Notes due 2022, (iv) 7.500% Senior Notes due 2023, (v) 6.375% Senior Notes due 2023, and (vi) 8.750% Senior Notes due 2024 issued by Services and Windstream Finance Corp.

1.02.        Interpretation. For purposes of this Agreement:

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

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

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

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

(e)            unless otherwise specified, all references herein to “Sections” are references to Sections of this Agreement;

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

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

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

(i)             the use of “include” or “including” is without limitation, whether stated or not;

(j)             the phrase “counsel to the Consenting Creditors” refers in this Agreement to each counsel specified in Section ‎16.10 other than counsel to the Company Parties or counsel to the Uniti Parties; and

(k)            the phrase “counsel to the Uniti Parties” refers in this Agreement to each counsel specified in Section ‎16.10 other than counsel to the Company Parties or counsel to the Consenting Creditors.

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

(a)            each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties;

(b)           each of the Uniti Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties;

(c)            holders of at least two thirds of the aggregate outstanding principal amount of First Lien Claims shall have executed and delivered counterpart signature pages of this Agreement;

(d)            Elliott shall have executed and delivered a counterpart signature page of this Agreement; and

(e)            counsel to the Company Parties shall have given notice to counsel to the Consenting Creditors in the manner set forth in Section ‎16.10 hereof (by email or otherwise) that the conditions to the Agreement Effective Date set forth in this ‎Section 2(a) have occurred.

Section 3.               Definitive Documents.

3.01.        The Definitive Documents governing the Restructuring Transactions shall include the following:

(a)            a motion seeking authorization of the Debtors’ entry into the Backstop Commitment Agreement (the “BCA Approval Motion”) and an order approving the BCA Approval Motion (the “BCA Approval Order”);

(b)            the Plan;

(c)            the Confirmation Order;

(d)            the Disclosure Statement;

(e)            the solicitation procedures and materials with respect to the Plan (collectively, the “Solicitation Materials”);

(f)             the order of the Bankruptcy Court granting the Disclosure Statement Motion;

(g)           the Plan Supplement (including, without limitation, documents identifying the officers and directors of the Reorganized Debtors, the governance documents for the Reorganized Debtors, and any equityholders’ agreements with respect to the Reorganized Debtors);

(h)           the credit agreement or indenture, as applicable, with respect to the New Exit Facility, and any agreements, commitment letters, documents, or instruments related thereto;

(i)             the Backstop Commitment Agreement;

(j)             any documents related to the Rights Offering or procedures related thereto;

(k)            the agreement setting forth the definitive terms of the settlement contemplated by the Uniti Term Sheet (the “Uniti Agreement”);

(l)             the Uniti 9019 Motion;

(m)           the Uniti 9019 Order;

(n)            any amendments to the Master Lease, dated April 24, 2015, by and between CSL National, LP and the other entities set forth thereto, as landlord, and Holdings, as tenant (as amended, restated, modified, supplemented, or replaced from time to time in accordance with its terms) contemplated by the Uniti Term Sheet (the “Master Lease Amendments”);

(o)           the ILEC Lease, CLEC Lease, True Lease Opinions, and REIT Opinion (each as defined in the Uniti Term Sheet);

(p)           any and all other motions, pleadings, or documents required or as may be necessary to implement the Uniti Transactions, including any tax or other legal opinions (together with the Uniti Agreement, Uniti 9019 Motion, Uniti 9019 Order, Master Lease Amendments, ILEC Lease, CLEC Lease, True Lease Opinions, and REIT Opinion, the “Uniti Documents”); and

(q)           the motions seeking approval of each of the above (and, to the extent applicable and not otherwise noted, the orders approving each of the above) and any other document necessary to implement or achieve the Restructuring Transactions not otherwise listed above.

3.02.        The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, as they may be modified, amended, or supplemented in accordance with ‎Section 14. Further, the

Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including all exhibits hereto) and otherwise be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Creditors; provided, that the Uniti Documents shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including all exhibits hereto) and otherwise be in form and substance reasonably acceptable to the Company Parties, the Uniti Parties, and the Required Consenting Creditors; provided, further, that any provision of any of the Definitive Documents set forth in Sections 3.01‎3.01(a) through ‎3.01(j) and 3.01(q) that adversely impacts the rights or obligations of the Uniti Parties under this Agreement, the Uniti Agreement, or the Uniti 9019 Order, or adversely impacts the ability of the Uniti Parties and the Debtors to consummate the Uniti Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement (including all exhibits hereto) and otherwise be in form and substance reasonably acceptable to the Company Parties, the Uniti Parties, and the Required Consenting Creditors.

4.01.        As provided in and subject to ‎Section 7, the Company Parties shall implement the Restructuring Transactions and the Uniti Transactions in accordance with the following Milestones:

(a)            no later than 10 days following the Agreement Effective Date, the Company Parties shall file with the Bankruptcy Court the Uniti 9019 Motion;

(b)            no later than 10 days following the Agreement Effective Date, the Company Parties shall execute the Backstop Commitment Agreement and file with the Bankruptcy Court the BCA Approval Motion;

(c)            no later than 30 days following the Agreement Effective Date, the Company Parties shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; and (iii) the Disclosure Statement Motion;

(d)            no later than 35 days following the Agreement Effective Date, 2020, the Bankruptcy Court shall have entered the Uniti 9019 Order;

(e)            no later than 35 days following the Agreement Effective Date, the Bankruptcy Court shall have entered the BCA Approval Order;

(f)             no later than 75 days following the Agreement Effective Date, the Bankruptcy Court shall have entered an order approving the relief requested in the Disclosure Statement Motion;

(g)           no later than 110 days following the Agreement Effective Date, the Bankruptcy Court shall have entered the Confirmation Order; and

(h)            no later than 180 days following the Agreement Effective Date, the Plan Effective Date shall have occurred.

4.02.        A Milestone may only be extended or waived with the prior written consent of the Required Consenting Creditors; provided, that the Milestones set forth in Sections ‎4.01(a) and ‎4.01(d) may only be extended or waived with the prior written consent of the Uniti Parties and the Required Consenting Creditors. The date of each Milestone shall be calculated in accordance with Rule 9006 of the Federal Rules of Bankruptcy Procedure.

5.01.        General Commitments and Forbearances.

(a)           During the Agreement Effective Period, each Consenting Creditor agrees, in respect of all of its Company Claims/Interests, solely as such Consenting Creditor remains the legal owner, beneficial owner, and/or investment advisor, subadvisor, or manager of or with power and/or authority to bind any such Company Claims/Interests, to:

(i)               support the consummation and implementation of the Restructuring Transactions and the Uniti Transactions; and

(ii)              negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.

(b)               During the Agreement Effective Period, each Consenting Creditor agrees, in respect of all of its Company Claims/Interests, solely as such Consenting Creditor remains the legal owner, beneficial owner, and/or investment advisor, subadvisor, or manager of or with power and/or authority to bind any such Company Claims/Interests, that it shall not directly or indirectly:

(i)               object to, delay, impede, or take any other action to interfere with, delay, or impede, the acceptance, consummation or implementation of the Restructuring Transactions;

(ii)              propose, file, support, or vote for any Alternative Restructuring Proposal;

(iii)            file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;

(iv)             initiate, or have initiated on its behalf, any litigation or proceeding of any kind that is inconsistent with this Agreement, the Uniti Agreement, the Uniti Transactions, or the other Restructuring Transactions contemplated herein against the Company Parties, the Uniti Parties, or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;

(v)               exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against or Interests in the Company Parties, other than as contemplated by this Agreement;

(vi)             object to, delay, impede, or take any action to interfere with, delay, or impede, the acceptance, consummation or implementation of the Uniti Transactions; or

(vii)          object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code, other than as permitted by this Agreement.

(c)            During the Agreement Effective Period, Elliott agrees to abide by the covenants in Sections 5.01(a) and (b) above and Section 5.02 below, in respect of its Excess Second Lien Claims and Excess Unsecured Notes Claims, solely to the extent Elliott remains the legal owner, beneficial owner, and/or investment advisor, subadvisor, or manager of or with power and/or authority to bind any such Claims.

5.02.        Commitments with Respect to Chapter 11 Cases.

(a)   During the Agreement Effective Period, each Consenting Creditor that is entitled to vote to accept or reject the Plan pursuant to its terms agrees that it shall:

(i)               after having received the Plan and the Disclosure Statement and Solicitation Materials, in each case, approved by the Bankruptcy Court, prior to the date by which the Consenting Creditor shall be required to vote on the Plan, vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan; provided, that any such duly executed and completed ballot accepting the Plan shall be void if this Agreement terminates in accordance with ‎Section 13;

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

(iii)            not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses ‎(i) and ‎(ii) above.

(b)   During the Agreement Effective Period, each Consenting Creditor, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with, any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is consistent in all respects with this Agreement.

(c)            No later than March 15, 2020, the Requisite Backstop Parties shall have agreed to the Governance Term Sheet.

5.03.        For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Consenting Creditor to take any action or refrain from taking any action that is inconsistent with such Consenting Creditor’s obligations (if any) under either (i) that certain Junior Lien Intercreditor Agreement, dated as of August 2, 2018, between Windstream Services, the other grantors party thereto, JPMorgan Chase Bank, N.A., as First Lien Collateral Agent and First-Priority Collateral Agent, U.S. Bank National Association, as Initial Other First-Priority Collateral Agent, and the Wilmington Trust, National Association as Second-Priority Collateral Agent or (ii) that certain Pari Passu Intercreditor Agreement, dated as

of November 6, 2017, between Windstream Services, the other grantors party thereto, JPMorgan Chase Bank, N.A., as the Authorized Representative for the Credit Agreement Secured Parties, and U.S. Bank National Association, as Initial Additional Authorized Representative.

5.04.        Notwithstanding anything herein to the contrary, nothing in this Agreement and neither a vote to accept the Plan by any Consenting Creditor nor the acceptance of the Plan by any Consenting Creditor shall: (a) be construed to prohibit any Consenting Creditor from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Definitive Documents, or exercising rights or remedies specifically reserved herein; (b) be construed to limit any Consenting Creditor’s rights under any applicable indenture, credit agreement, other loan document, and/or applicable law or to prohibit any Consenting Creditor from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as, from the Agreement Effective Date until the occurrence of a Termination Date, such appearance and the positions advocated in connection therewith are not inconsistent with ‎Section 5 of this Agreement, provided, however, that any delay or other impact on consummation of the Restructuring Transactions contemplated by the Plan caused by a Consenting Creditor’s opposition to (x) any relief that is inconsistent with such Restructuring Transactions, (y) a motion by the Debtors to enter into a material executory contract, lease, or other arrangement outside of the ordinary course of the Debtors’ business without obtaining the prior consent of the Required Consenting Creditors, or (z) any relief that is adverse to interests of the Consenting Creditors sought by the Debtors (or any other party) shall not constitute a violation of this Agreement; (c) affect the ability of any Consenting Creditor to consult with any other Consenting Creditor, the Debtors, or any other party in interest in the Chapter 11 Cases (including any official committee or the United States Trustee); (d) require any Consenting Creditor to incur any financial or other liability (other than in connection with the Backstop Commitment Agreement); (e) require any Consenting Creditor to take any action which is prohibited by applicable law or to waive or forgo the benefit of any applicable legal professional privilege; or (f) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under this Agreement in connection with any hearing on confirmation of the Plan or in the Bankruptcy Court.

6.01.        Affirmative Commitments. During the Agreement Effective Period, the Uniti Parties agree to:

(a)            support, take all steps necessary to consummate and implement, and facilitate the consummation and implementation of the Uniti Transactions;

(b)            use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals to consummate the Uniti Transactions; and

(c)            negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents contemplated by the Uniti Term Sheet.

6.02.        Negative Commitments. During the Agreement Effective Period, each of the Uniti Parties agrees that it shall not directly or indirectly:

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

(b)            file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;

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

(d)            object to, delay, impede, or take any action to interfere with or that is inconsistent with, or is intended or could reasonably be expected to interfere with, delay, or impede, the acceptance, consummation or implementation of the Uniti Transactions or the Restructuring Transactions; or

(e)            object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code.

Section 7.               Commitments of the Company Parties.

7.01.        Affirmative Commitments. Except as set forth in ‎Section 9, during the Agreement Effective Period, the Company Parties agree to:

(a)            support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement and the Milestones;

(b)            upon reasonable request of any of the Consenting Creditors or their advisors, inform the legal and financial advisors to the Consenting Creditors as to: (i) the material business and financial (including liquidity) performance of the Company; (ii) the status and progress of the negotiations of the Definitive Documents; and (iii) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange;

(c)            provide prompt written notice to the financial and legal advisors to the Consenting Creditors and the Uniti Parties of: (i) the occurrence of a Termination Event of which the Company Parties have actual knowledge; (ii) a breach of this Agreement (including a breach by any Company Party) of which the Company Parties have actual knowledge; or (iii) to the extent of the Company Parties’ actual knowledge, any representation or statement made or deemed to be made by any Company Party hereunder which is or proves to have been materially incorrect or misleading in any respect when made or deemed to be made;

(d)            operate in the ordinary course taking into account the Restructuring Transactions and the pendency of the Chapter 11 Cases;

(e)           to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions and the Uniti Transactions contemplated herein, take all steps reasonably necessary and desirable to address any such impediment;

(f)            use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions and the Uniti Transactions;

(g)            negotiate in good faith and use commercially reasonable efforts to execute and deliver the Definitive Documents and any other required agreements to effectuate and consummate the Restructuring Transactions and the Uniti Transactions as contemplated by this Agreement;

(h)            use commercially reasonable efforts to seek additional support for the Restructuring Transactions and the Uniti Transactions from other material stakeholders to the extent reasonably prudent;

(i)             if the Bankruptcy Court denies the Uniti 9019 Motion, use best efforts to timely appeal such denial;

(j)             if the Uniti 9019 Motion is granted but subsequently reversed on appeal, use best efforts to timely appeal such reversal;

(k)            support, take all steps necessary to consummate and implement, and facilitate the consummation and implementation of, the Uniti Transactions and the Restructuring Transactions in accordance with the Milestones; and

(l)             timely file and prosecute a formal objection, in form and substance reasonably acceptable to the Required Consenting Creditors, to any motion filed with the Bankruptcy Court by any party seeking the entry of an order (A) directing the appointment of a trustee or examiner, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C) dismissing the Chapter 11 Cases, or (D) modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable.

7.02.        Negative Commitments. Except as set forth in ‎Section 9, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:

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

(b)         take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement or the Plan;

(c)          modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement;

(d)           object to, delay, impede, or take any action to interfere with or that is inconsistent with, or is intended or could reasonably be expected to interfere with, delay, or impede, the

approval, consummation or implementation of the Uniti Transactions or the Restructuring Transactions; or

(e)           file any motion, pleading, or Definitive Documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan.

Section 8.               Additional Commitments.

8.01.        Cooperation and Support. To the extent reasonably practicable, the Company Parties shall provide draft copies of all material pleadings and documents that any Company Party intends to file with or submit to the Bankruptcy Court or any governmental authority (including any regulatory authority), as applicable, to counsel to the Consenting Creditors at least two (2) Business Days prior to the date when such Company Party intends to file such document. Counsel to the respective Parties shall consult in good faith regarding the form and substance of any such proposed filing with the Bankruptcy Court. For the avoidance of doubt, the Parties agree to negotiate in good faith the Definitive Documents that are subject to negotiation and completion, consistent with Section ‎3.02 hereof. The Debtors shall provide to the Consenting Creditors’ advisors, and direct their respective employees, officers, advisors and other representatives to provide to the Consenting Creditors’ advisors, (i) reasonable access (without any material disruption to the conduct of the Debtors’ businesses) during normal business hours to the Debtors’ books and records, (ii) reasonable access to the management and advisors of the Debtors for the purposes of evaluating the Debtors’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairs, (iii) timely and reasonable responses to all reasonable diligence requests, and (iv) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange. Further, the Company Parties shall provide draft copies of all material pleadings and documents that any Company Party intends to file with the Bankruptcy Court that impact the Uniti Parties to Counsel to the Uniti Parties at least two (2) Business Days prior to the date when such Company Party intends to file such document. Counsel to the respective Parties shall consult in good faith regarding the form and substance of any such proposed filing with the Bankruptcy Court, but any such proposed filing shall comply in all respect with the Milestones set forth in ‎Section 4 and all other provisions of this Agreement. Further, the Company shall reasonably consult with counsel to the Consenting Creditors regarding any regulatory or other third-party approvals necessary to implement the Restructuring Transactions and share copies of any documents filed or submitted to any regulatory or other governmental authority in connection with obtaining any regulatory or other third-party approvals.

8.02.        Adversary Proceeding. On the Agreement Effective Date, the Company Parties and the Uniti Parties shall promptly take all actions necessary to stay and hold in abeyance the prosecution of any and all claims and counterclaims in the Adversary Proceeding, such stay to remain effective until the earlier of (i) the date this Agreement shall have been terminated and (ii) the Effective Date (as defined in the Uniti Term Sheet).

Section 9.               Additional Provisions Regarding Company Parties’ Commitments.

9.01.        Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar governing body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law; provided that, to the extent that any such action or inaction is inconsistent with this Agreement or would be deemed to constitute a material breach hereunder, including a determination to pursue an Alternative Restructuring Proposal, the Company Parties shall provide counsel to the Consenting Creditors and the Uniti Parties with written notice within two (2) Business Days of when any Company Party so acts or fails to act; provided, further, that any such inaction or action shall not impede any Party’s rights to terminate this Agreement pursuant to ‎Section 13; provided, further that, for the avoidance of doubt, upon entry of the Uniti 9019 Order, the terms of the Uniti 9019 Order shall control, including as such order binds the Debtors with respect to the Uniti Transactions.

9.02.        Notwithstanding anything to the contrary in this Agreement (but subject to Section ‎9.01 and ‎Section 13), each Company Party and its respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights to: (a) consider and respond to Alternative Restructuring Proposals (or inquiries or indications of interest with respect thereto) that may be received by the Company Parties; (b) provide access to non-public information concerning any Company Party to any Entity or enter into Confidentiality Agreements or nondisclosure agreements with any Entity in connection with any Alternative Restructuring Proposal (or inquiries or indications of interest with respect thereto) that may be received by the Company Parties; (c) engage in discussions or negotiations with respect to Alternative Restructuring Proposals (or inquiries or indications of interest with respect thereto) that may be received by the Company Parties; and (d) enter into or continue discussions or negotiations with holders of Claims against or Equity Interests in a Company Party (including any Consenting Creditor), any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee), or any other Entity regarding the Restructuring Transactions. If any Company Party receives a written or oral proposal or expression of interest regarding any Alternative Restructuring Proposal, within two (2) Business Days, the Company Party shall notify (with email being sufficient) counsel to the Consenting Creditors of any such proposal or expression of interest, with such notice to include a copy of such proposal, if it is in writing, or otherwise a summary of the material terms thereof. If the board of directors of the Company Parties determines, in good faith, upon the advice of its outside legal advisors, to exercise a Fiduciary Out, the Company Parties shall notify counsel to the Consenting Creditors within two (2) Business Days following such determination. Upon any determination by any Company Party to exercise a Fiduciary Out (as defined below), the other Parties to this Agreement shall be immediately and automatically relieved of any obligation to comply with their respective covenants and agreements herein in accordance with Section ‎13.06 hereof.

9.03.        Nothing in this Agreement shall: (a) impair or waive the rights of any Company Party to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions; or (b) prevent any Company Party from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

Section 10.           Transfer of Interests and Securities.

10.01.    During the Agreement Effective Period, no Consenting Creditor shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless:

(a)            in the case of any Company Claims/Interests, the authorized transferee is either (1) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (2) a non-U.S. person in an offshore transaction as defined under Regulation S under the Securities Act, (3) an institutional accredited investor (as defined in the Rules), or (4) a Consenting Creditor; and

(b)           either (i) the transferee executes and delivers to counsel to each of the Company Parties, the First Lien Ad Hoc Group, and Elliott, at or before the time of the proposed Transfer, a Transfer Agreement, (ii) as of the date of such Transfer, such Consenting Creditor controls, is controlled by, or is under common control with such transferee or is an affiliate, affiliated fund, or affiliated entity with a common investment advisor, or (iii) the transferee is a Consenting Creditor and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties at or before the time of the proposed Transfer.

10.02.    Upon compliance with the requirements of Section ‎10.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section ‎10.01 shall be void ab initio.

10.03.    This Agreement shall in no way be construed to preclude the Consenting Creditors from acquiring additional Company Claims/Interests; provided, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Consenting Creditor be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to counsel to the Company Parties or counsel to the Consenting Creditors) and (b) such Consenting Creditor must provide notice of such acquisition (including the amount and type of Company Claim/Interest acquired) on a confidential basis to counsel to the Company Parties within five (5) Business Days of such acquisition.

10.04.    This ‎Section 10 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Creditor to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements.

10.05.    Notwithstanding Section ‎10.01, a Qualified Marketmaker that acquires any Company Claims/Interests shall not (a) be required to be or become a Consenting Creditor to effect any Transfer of any Company Claims/Interests by a Consenting Creditor to a transferee, so long

as such Transfer by the Consenting Creditor to the transferee is in all other respects a Permitted Transfer under Section ‎10.01 and (b) be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (i) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) Business Days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor; (ii) the transferee otherwise is a Permitted Transferee under Section ‎10.01; and (iii) the Transfer otherwise is a Permitted Transfer under Section ‎10.01. To the extent that a Consenting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Creditor without the requirement that the transferee be a Permitted Transferee.

10.06.    Notwithstanding anything to the contrary in this ‎Section 10, the restrictions on Transfer set forth in this ‎Section 10 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

10.07.    Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Creditors under this Agreement shall be several, and not joint. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Debtors and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No action taken by any Consenting Creditors pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Consenting Creditors are in any way acting in concert or as such a “group.”

10.08.    For the avoidance of doubt, and notwithstanding anything to the contrary in this ‎Section 10, the restrictions on Transfer set forth in this ‎Section 10 shall not apply to any Excess Second Lien Claims or any Excess Unsecured Notes Claims.

Section 11.           Representations and Warranties of Consenting Creditors. Each Consenting Creditor severally, and not jointly, represents and warrants that, as of the date such Consenting Creditor executes and delivers this Agreement:

(a)            it is the beneficial or record owner of the face amount of the Company Claims/Interests or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests reflected in, and, having made reasonable inquiry, is not the beneficial or record owner of any Company Claims/Interests other than those reflected in, such Consenting Creditor’s signature page to this Agreement or a Transfer Agreement, as applicable (as may be updated pursuant to ‎Section 10);

(b)           such Company Claims/Interests are free and clear of any pledge, lien, security

interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any way such Consenting Creditor’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed;

(c)           it has the full power to vote and consent to matters concerning all of its Company Claims/Interests referable to it as contemplated by this Agreement subject to applicable Law; and

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

Section 12.           Mutual Representations, Warranties, and Covenants. Each of the Parties represents, warrants, and covenants to each other Party, as of the date such Party executed and delivers this Agreement:

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

(b)           except as expressly provided in this Agreement, the Plan, and the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions and Uniti Transactions contemplated by, and perform its respective obligations under, this Agreement;

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

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

(e)           except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.

Section 13.           Termination Events.

13.01.    Consenting Creditor Termination Events. This Agreement may be terminated (a) with respect to the Consenting Creditors that are members of the First Lien Ad Hoc Group, by

the Required Consenting First Lien Creditors, and (b) with respect to Elliott, by Elliott, in each case, by the delivery to the Company Parties of a written notice in accordance with Section ‎16.10 hereof upon the occurrence of the following events (such events, the “Consenting Creditor Termination Events”):

(a)           the breach in a material respect by a Company Party or a Uniti Party of any of the representations, warranties, or covenants of the Company Parties or the Uniti Parties, as applicable, set forth in this Agreement that remains uncured (to the extent curable) for ten (10) Business Days after such terminating Consenting Creditors transmit a written notice in accordance with Section ‎16.10 hereof detailing any such breach;

(b)           any representation or warranty in this Agreement made by any Company Party or any Uniti Party shall have been untrue in any material respect when made or shall have become untrue in any material respect, and such breach remains uncured (to the extent curable) for a period of ten (10) Business Days following such Debtor’s receipt of notice in accordance with Section ‎16.10 hereof detailing any such breach;

(c)           the failure to meet any of the Milestones in ‎Section 4 of this Agreement;

(d)           any Company Party or Uniti Party files, amends or modifies, executes, enters into, or files a pleading seeking authority to amend or modify, the Definitive Documents in a manner that is inconsistent with this Agreement, including the consent rights of the Required Consenting Creditors set forth in ‎Section 3 of this Agreement, or publicly announces its intention to take any such action;

(e)            any Debtor files, or publicly announces that it will file, or joins in or supports, any plan of reorganization other than the Plan, or files any motion or application seeking authority to sell any assets, in each case, without the prior written consent of the Required Consenting Creditors

(f)            the issuance or ruling by any governmental authority, including the Bankruptcy Court, any regulatory authority, or court of competent jurisdiction, of any final, non-appealable ruling or order that enjoins the consummation of a material portion of the Restructuring Transactions or the Uniti Transactions, or the commencement of any action by any governmental authority or other regulatory authority that could reasonably be expected to enjoin or otherwise make impractical the substantial consummation of the Restructuring Transactions on the terms and conditions set forth herein and in the Uniti Term Sheet or the Plan; provided, that the Debtors shall have twenty (20) business days after the issuance of such ruling, order, or action to obtain relief that would allow consummation of the Restructuring Transactions in a manner that (i) does not prevent or diminish compliance with the terms of the Plan and this Agreement and (ii) is acceptable to the Required Consenting Creditors; provided, further, however that this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement;

(g)           any order approving the Plan or the Disclosure Statement is reversed, stayed, dismissed, vacated, or reconsidered without the consent of the Required Consenting Creditors, is modified or amended in a manner that is inconsistent with this Agreement or not reasonably

satisfactory to the Required Consenting Creditors, or a motion for reconsideration, reargument, or rehearing with respect to such order is granted;

(h)           the Bankruptcy Court enters an order denying confirmation of the Plan or the Confirmation Order is reversed, stayed, dismissed, vacated, or reconsidered, in each case without the consent of the Required Consenting Creditors;

(i)             the entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the Required Consenting Creditors), (i) converting one or more of the Chapter 11 Cases of a Company Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Company Party, or (iii) rejecting this Agreement;

(j)             either: (i) any Debtor files a motion, application, or adversary proceeding (or any Debtor supports any such motion, application, or adversary proceeding filed or commenced by any Third Party) (A) challenging the validity, enforceability, perfection, or priority of, or seeking avoidance or subordination of the First Lien Claims or the Second Lien Claims, or the liens securing such Claims, or (B) asserting any other cause of action against and/or with respect to or relating to such Claims or the prepetition liens securing such Claims; or (ii) the Bankruptcy Court (or any court with jurisdiction over the Chapter 11 Cases) enters an order providing relief against the interests of any Consenting Creditor with respect to any of the foregoing causes of action or proceedings;

(k)            the Company Parties terminate their obligations under and in accordance with this Agreement;

(l)             the Uniti Parties terminate their obligations under and in accordance with this Agreement;

(m)          the failure of the Consenting Creditors to hold, in the aggregate, at least 66.7% of the First Lien Claims;

(n)           any board of directors or board of managers, as applicable, of any Debtor exercises a Fiduciary Out pursuant to and in accordance with Section ‎13.02(a) of this Agreement;

(o)           (i) the Bankruptcy Court enters an order denying the Uniti 9019 Motion and (ii) either (A) the Debtors have not timely appealed such denial, (B) an appellate court affirms such denial and such appellate court decision is not subject to further appeal, or (C) such denial has not been timely reversed by an appellate court on a final, non-appealable basis;

(p)           the 9019 Motion is granted but reversed on appeal and either (i) such reversal is not subject to further appeal or (ii) any order reversing the approval of the 9019 Motion is not timely reversed on further appeal;

(q)           the Bankruptcy Court denies approval of the BCA Approval Motion;

(r)            the Backstop Commitment Agreement terminates pursuant to its terms; or

(s)            the Bankruptcy Court enters an order in the Chapter 11 Cases terminating any of the Debtors’ exclusive right under section 1121 of the Bankruptcy Code to file a plan or plans of reorganization.

Notwithstanding anything to the contrary herein, unless and until there is an unstayed order of the Bankruptcy Court providing that the giving of notice under and/or termination of this Agreement in accordance with its terms is not prohibited by the automatic stay imposed by section 362 of the Bankruptcy Code, the occurrence of any of the Consenting Creditor Termination Events in this Section ‎13.01 shall result in an automatic termination of this Agreement, to the extent the Required Consenting Creditors would otherwise have the ability to terminate this Agreement in accordance with Section ‎13.01, five (5) business days following such occurrence unless waived (including retroactively) in writing by the Required Consenting Creditors

13.02.    Uniti Parties Termination Events. The Uniti Parties may terminate this Agreement as to the Uniti Parties upon prior written notice to all Parties in accordance with Section ‎16.10 hereof upon the occurrence of any of the following events (such events, the “Uniti Parties Termination Events”):

(a)           the breach in any material respect by a Company Party of any of the representations, warranties, or covenants of the Company Parties set forth in this Agreement that (i) adversely affects the Company Parties’ or Uniti Parties’ ability to consummate the Uniti Transactions, and (ii)  remains uncured for ten (10) Business Days after the Uniti Parties transmit a written notice in accordance with Section ‎16.10 hereof detailing any such breach;

(b)            the breach in any material respect of any provision set forth in this Agreement by any Consenting Creditor that (i) remains uncured for a period of ten (10) Business Days after the receipt by the Consenting Creditors of notice and a description of such breach, (ii) has a adverse impact on the Uniti Parties and the Uniti Transactions or the consummation of the Uniti Transactions, and (iii) causes the non-breaching Consenting Creditors to hold less than 66.7% of the First Lien Claims;

(c)            any representation or warranty in this Agreement made by any Company Party or shall have been untrue in any material respect when made, or shall have become untrue in any material respect, and such breach (i) has a adverse impact on the Uniti Parties and the Uniti Transactions or the consummation of the Uniti Transactions and (ii) remains uncured (to the extent curable) for a period of ten (10) Business Days following such Company Party’s receipt of notice in accordance with Section ‎16.10 hereof detailing any such breach;

(d)            the failure to meet any Milestone set forth in this Agreement with respect to any of the Uniti Documents;

(e)            any Company Party files, amends or modifies, executes, enters into, or files a pleading seeking authority to amend or modify, any of the Uniti Documents in a manner that is inconsistent with this Agreement or the Uniti Term Sheet, or publicly announces its intention to take any such action;

(f)            the issuance or ruling by any governmental authority, including the Bankruptcy Court, any regulatory authority, or court of competent jurisdiction, of any final, non-appealable

ruling or order that enjoins the consummation of a material portion of the Uniti Transactions, or the commencement of any action by any governmental authority or other regulatory authority that could reasonably be expected to enjoin or otherwise make impractical the substantial consummation of the Uniti Transactions on the terms and conditions set forth in the Uniti Term Sheet; provided, that the Debtors shall have ten (10) business days after the issuance of such ruling, order, or action to obtain relief that would allow consummation of the Uniti Transactions in a manner that (i) does not prevent or diminish compliance with the terms of the Uniti Term Sheet and (ii) is acceptable to the Required Consenting Creditors; provided, further, however that this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement;

(g)           the entry of an order by the Bankruptcy Court, or the filing of a motion or application by any Company Party seeking an order (without the prior written consent of the Uniti Parties, not to be unreasonably withheld), (i) converting one or more of the Chapter 11 Cases of a material Company Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Company Party, or (iii) rejecting this Agreement;

(h)           the entry of an order by the Bankruptcy Court granting standing to any third party to pursue any litigation against a Uniti Party other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;

(i)            (i) the Bankruptcy Court enters an order denying the Uniti 9019 Motion and (ii) either (A) the Debtors have not timely appealed such denial, (B) an appellate court affirms the such denial and such appellate court decision is not subject to further appeal, or (C) such denial has not been timely reversed by an appellate court on a final, non-appealable basis;

(j)            the 9019 Motion is granted but reversed on appeal and either (i) such reversal is not subject to further appeal or (ii) any order reversing the approval of the 9019 Motion is not timely reversed on further appeal; or

(k)           the Company Parties terminate their obligations under and in accordance with this Agreement.

13.03.      Company Party Termination Events. Any Company Party may terminate this Agreement as to all Parties upon prior written notice to all Parties in accordance with Section ‎16.10 hereof upon the occurrence of any of the following events (such events, the “Company Termination Events” and, together with the Consenting Creditor Termination Events and the Uniti Parties Termination Events, the “Termination Events”):

(a)           the breach in any material respect by one or more of the Uniti Parties of any provision set forth in this Agreement that remains uncured for a period of ten (10) Business Days after the receipt by the Uniti Parties, as applicable, of notice of such breach;

(b)           the breach in any material respect of any provision set forth in this Agreement of any Consenting Creditor that (i) remains uncured for a period of ten (10) Business Days after the receipt by the Consenting Creditors of notice and a description of such breach, (ii) could

reasonably be expected to have an adverse impact on the Restructuring Transactions or the consummation of the Restructuring Transactions by Consenting Creditors, and (iii) causes the non-breaching Consenting Creditors to hold less than 66.7% of the First Lien Claims; provided, however that in the case of any breach by a Consenting Creditor, the Debtors may terminate this Agreement solely as to such breaching Consenting Creditor;

(c)           the failure of the Consenting Creditors to hold, in the aggregate, at least 66.7% of the First Lien Claims;

(d)           the board of directors, board of managers, or such similar governing body of any Company Party determines in good faith, after consulting with outside counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or its compliance with applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal and the continued support of the Restructuring Transactions is inconsistent with its fiduciary duties or applicable Law (a “Fiduciary Out”);

(e)           the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions or the Uniti Transactions and (ii) remains in effect for twenty (20) Business Days after such terminating Company Party transmits a written notice in accordance with Section ‎16.10 hereof detailing any such issuance; provided, that this termination right shall not apply to or be exercised by any Company Party that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement; or

(f)            the Bankruptcy Court enters an order denying confirmation of the Plan.

13.04.     Mutual Termination.  This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement among all of the following: (a) the Required Consenting Creditors; (b) each Uniti Party; and (c) each Company Party.

13.05.     Automatic Termination.  This Agreement shall terminate automatically without any further required action or notice immediately after the Plan Effective Date.

13.06.     Effect of Termination.  Upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force and effect as to such Party and each Party subject to such termination shall be released from its commitments, undertakings, and agreements under or related to this Agreement and shall have the rights and remedies that it would have had, had it not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring Transactions or otherwise, that it would have been entitled to take had it not entered into this Agreement, including with respect to any and all Claims or causes of action.  Upon the occurrence of a Termination Date prior to the Confirmation Order being entered by a Bankruptcy Court, any and all consents or ballots tendered by the Parties subject to such termination before a Termination Date shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring Transactions and this Agreement or otherwise. Nothing in this Agreement shall be construed as prohibiting any Party from contesting whether any such termination is in accordance

with its terms or to seek enforcement of any rights under this Agreement that arose or existed before a Termination Date. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of any Party or the ability of any Party to protect and reserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any other Party. No purported termination of this Agreement shall be effective under this Section ‎13.06 or otherwise if the Party seeking to terminate this Agreement is in material breach of this Agreement. Nothing in this Section ‎13.06 shall restrict any Company Party’s right to terminate this Agreement in accordance with Section ‎13.03(c). Following the occurrence of a Termination Date, the following shall survive any such termination: (a) any claim for breach of this Agreement that occurs prior to such Termination Date, and all rights and remedies with respect to such claims shall not be prejudiced in any way; (b) the Debtors’ obligations in Section 15 of this Agreement accrued up to and including such Termination Date; and (c) Sections 1.02, 13.04, 13.06, 14, 16.01, 16.05, 16.06, 16.07, 16.08, 16.09, 16.10, 16.14, and 16.18 hereof. The automatic stay applicable under section 362 of the Bankruptcy Code shall not prohibit a Party from taking any action or delivering any notice necessary to effectuate the termination of this Agreement pursuant to and in accordance with the terms hereof.

Section 14.           Amendments and Waivers.

(a)           Except as otherwise set forth in this ‎Section 14, this Agreement may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any manner without the prior written consent of each of the Debtors and the Required Consenting Creditors.

(b)           Notwithstanding Section 14(a) of this Agreement, no provision of any Uniti Document or of this Agreement may be modified, amended, or supplemented, and no condition or requirement of the Uniti Documents or this Agreement may be waived, without the additional prior written consent of the Uniti Parties to the extent that such modification, amendment, supplement, or waiver would (i) be inconsistent with the terms of the Uniti Term Sheet and (ii) materially affect the economic treatment of the Uniti Parties contemplated by the Uniti Term Sheet.

(c)           Notwithstanding Section 14‎(a) of this Agreement, (i) any waiver, modification, amendment, or supplement to this ‎Section 14 shall require the written consent of all of the Parties, (ii) (x) any modification, amendment, or change to the definition of “Required Consenting First Lien Creditors” shall require the consent of each member of the First Lien Ad Hoc Group holding First Lien Claims that was a Consenting Creditor and member of the First Lien Ad Hoc Group as of the date of such modification, amendment, or change and (y) any modification, amendment, or change to the definition of “Uniti Parties” shall require the consent of the Uniti Parties, (iii) any change, modification, amendment, or supplement to the Uniti Parties Termination Events shall require the written consent of the Uniti Parties, and (iv) any change, modification, or amendment to this Agreement that affects any Consenting Creditor in a manner that is materially and adversely disproportionate, on an economic or non-economic basis, to the manner in which such Consenting Creditor was treated pursuant to the terms of this Agreement immediately prior to such change, modification, or amendment shall require the written consent of such materially adversely and disproportionately affected Consenting Creditor.

(d)           Any proposed modification, amendment, waiver or supplement that does not comply with this ‎Section 14 shall be ineffective and void ab initio.

(e)           The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy. All remedies under this Agreement are cumulative and are not exclusive of any other remedies provided by Law.

(f)           Any consent or waiver contemplated in this ‎Section 14 may be provided by electronic mail from counsel to the relevant Party.

Section 15.           Fees and Expenses. During the Agreement Effective Period, the Debtors shall promptly pay or reimburse when due all reasonable and documented fees and expenses of the following (regardless of when such fees are or were incurred): (a) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the First Lien Ad Hoc Group; (b) Evercore Group, L.L.C., as financial advisor to the First Lien Ad Hoc Group; (c) Ropes & Gray LLP, as counsel to Elliott; (d) (i) all other counsel, including special corporate, regulatory and REIT counsel, and non-legal consultants or other professionals incurred by Elliott related to the restructuring prior to the Agreement Effective Date and (ii) after the Agreement Effective Date, one special corporate, one regulatory and one REIT counsel, and non-legal consultants or other professionals incurred by Elliott, solely, except for special corporate counsel and subject to privilege in all cases, to the extent the First Lien Ad Hoc Group’s advisors and members receive access to and work product of such counsel or consultants following the Agreement Effective Date; (e) one consultant or regulatory counsel to the First Lien Ad Hoc Group; and (f) any applicable filing or other similar fees required to be paid by or on behalf of any Consenting Creditor in all applicable jurisdictions, in each case subject to entry of the BCA Approval Order; provided, however, that if this Agreement is terminated as to all Consenting Creditors, the Debtors shall promptly pay all reasonable and documented fees and expenses of each advisor listed in this ‎Section 15 that have accrued prior to the Termination Date with respect to all such Consenting Creditors; provided, further, that nothing herein shall alter or modify the Company’s payment obligations under the Final Order (A) Authorizing the Debtors to Obtain Postpetition Financing, (B) Authorizing the Debtors to Use Cash Collateral, (C) Granting Liens and Providing Superpriority Administrative Expense Status, (D) Granting Adequate Protection to the Prepetition Secured Parties, (E) Modifying the Automatic Stay, and (F) Granting Related Relief [Docket No. 376].

Section 16.           Miscellaneous.

16.01.    Acknowledgement. Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be an offer with respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise.  Any such offer or solicitation will be made only in compliance with all applicable securities Laws, provisions of the Bankruptcy Code, and/or other applicable Law.

16.02.    Exhibits Incorporated by Reference; Conflicts. Each of the exhibits, annexes, signatures pages, and schedules attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and schedules. In the event of any inconsistency between this Agreement (without reference to the exhibits, annexes, and schedules hereto) and the exhibits, annexes, and schedules hereto, this Agreement (without reference to the exhibits, annexes, and schedules thereto) shall govern. In the event of any inconsistencies between the Restructuring Term Sheet and the Uniti Term Sheet with respect to the Uniti Transactions, the Uniti Term Sheet shall control and govern.

16.03.    Further Assurances.  Subject to the other terms of this Agreement during the Agreement Effective Period, the Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring Transactions or the Uniti Transactions, as applicable.

16.04.    Complete Agreement.  Except as otherwise explicitly provided herein, this Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, among the Parties with respect thereto, other than any Confidentiality Agreement.

16.05.    GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM.  THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.  Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, to the extent possible, in the Bankruptcy Court, and solely in connection with claims arising under this Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Bankruptcy Court; and (c) waives any objection that the Bankruptcy Court is an inconvenient forum or does not have jurisdiction over any Party hereto.

16.06.    Trial by Jury Waiver. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16.07.    Execution of Agreement.  This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement.  Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party. No Party or its advisors shall disclose to any person or entity (including, for the avoidance of doubt, any other Party) the holdings information of any Consenting Creditor without such Consenting Creditor’s prior written consent; provided, that signature pages executed by Consenting Creditors shall be delivered to (a) all Consenting Creditors in redacted form that removes the details of such Consenting Creditors’ holdings of the Claims

and Interests listed thereon and (b) the Debtors in unredacted form (to be held by the Debtors on a professionals’ eyes only-basis). Any public filing of this Agreement, with the Bankruptcy Court or otherwise, which includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the holdings of each Consenting Creditor.

16.08.    Rules of Construction.  This Agreement is the product of negotiations among the Company Parties, the Uniti Parties, and the Consenting Creditors, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. The Company Parties, the Uniti Parties, and the Consenting Creditors were each represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by counsel.

16.09.    Successors and Assigns; Third Parties.  This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable. There are no third party beneficiaries under this Agreement, and the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other person or entity. 

16.10.    Notices.  All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice):

(a)            if to a Company Party, to:

Windstream Holdings, Inc.
4001 Rodney Parham Road
Little Rock, Arkansas

Attn:  Kristi M. Moody
Email: Kristi.Moody@windstream.com

with copies to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022 

Attn:  Stephen E. Hessler and Marc Kieselstein 

Email:  shessler@kirkland.com 

mkieselstein@kirkland.com

and

Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
Attn: Ross Kwasteniet, Brad Weiland, and John Luze

Email:  rkwasteniet@kirkland.com

brad.weiland@kirkland.com

john.luze@kirkland.com

(b)            if to a Consenting Creditor:

To the address set forth on its signature page hereto or such Consenting Creditor’s Joinder, as applicable

with copies to each of

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attn:       Brian S. Hermann and Samuel E. Lovett

and

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Attn:  Keith H. Wofford and Stephen Moeller-Sally

Email: Keith.Wofford@ropesgray.com
           ssally@ropesgray.com

(c)            if to the Uniti Parties:

Uniti Group Inc. 

10802 Executive Center Drive

Benton Bldg., Ste 300

Little Rock, Arkansas 72211

Attn: Daniel Heard

Email: daniel.heard@uniti.com

with copies to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attn:  Eli Vonnegut and Jacob Weiner

Email: eli.vonnegut@davispolk.com

 jacob.weiner@davispolk.com

Any notice given by delivery, mail, or courier shall be effective when received.

16.11.     Independent Due Diligence and Decision Making. Each Consenting Creditor hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

16.12.     Enforceability of Agreement. Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

16.13.     Waiver. If the Restructuring Transactions or the Uniti Transactions are not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms or the payment of damages to which a Party may be entitled under this Agreement.

16.14.     Specific Performance. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party, and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder. Notwithstanding anything to the contrary in this Agreement, none of the Parties will be liable for, and none of the Parties shall claim or seek to recover, any punitive, special, indirect or consequential damages or damages for lost profits.

16.15.     Several, Not Joint, Claims. Except where otherwise specified, the agreements, representations, warranties, and obligations of the Parties under this Agreement are, in all respects, several and not joint.

16.16.     Severability and Construction. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement for each Party remain valid, binding, and enforceable.

16.17.     Remedies Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.

16.18.     Capacities of Consenting Creditors. Each Consenting Creditor has entered into this agreement on account of all Company Claims/Interests that it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in this

Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement with respect to all such Company Claims/Interests.

16.19.     Email Consents. Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement, pursuant to Section ‎3.02, ‎Section 14, or otherwise, including a written approval by the Company Parties, the Uniti Parties, or the Required Consenting Creditors, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written.

Company Parties’ Signature Page to
the Chapter 11 Plan Support Agreement

windstream holdings, inc.

and each of its direct and indirect subsidiaries

listed on Exhibit A-1 and Exhibit A-2 hereto

By: /s/ Tony Thomas

Name: Tony Thomas

Title: President and Chief Executive Officer

Uniti Parties’ Signature Page to
the Chapter 11 Plan Support Agreement

Consenting Creditor Signature Page to
the Chapter 11 Plan Support Agreement

[Consenting CREDITOR]

_____________________________________

Name:

Title:

Address:

E-mail address(es):

EXHIBIT A-1

Obligor Debtors

EXHIBIT A-2

Non-Obligor Debtors

Windstream Holdings, Inc. 

American Telephone Company, LLC 

A.R.C. Networks, Inc. 

ATX Licensing, Inc. 

Birmingham Data Link, LLC 

BridgeCom International, Inc. 

Broadview Networks, Inc. 

Broadview NP Acquisition Corp. 

Business Telecom, LLC 

Cavalier Telephone Mid-Atlantic, L.L.C. 

Choice One Communications of New York Inc. 

Choice One Communications of Pennsylvania Inc. 

Choice One Communications Resale L.L.C. 

Conestoga Wireless Company 

Conversent Communications of New Jersey, LLC 

Conversent Communications of New York, LLC 

Conversent Communications of Pennsylvania, LLC 

Conversent Communications Resale L.L.C. 

CTC Communications Corporation 

D&E Wireless, Inc. 

Deltacom, LLC 

Earthlink Business, LLC 

Earthlink Carrier, LLC 

Eureka Telecom, Inc. 

Georgia Windstream, LLC 

Infocore, Inc. 

Intellifiber Networks, LLC 

LDMI Telecommunications, LLC 

Lightship Telecom, LLC 

MASSCOMM, LLC

McLeodUSA Telecommunications Services, L.L.C. 

Nashville Data Link, LLC 

Network Telephone, LLC 

PaeTec Communications, LLC 

Talk America, LLC 

The Other Phone Company, LLC 

TriNet, LLC 

TruCom Corporation 

US LEC Communications LLC 

US LEC of Georgia LLC 

US LEC of Maryland LLC 

US LEC of North Carolina LLC 

US LEC of Pennsylvania LLC 

US Xchange of Indiana, L.L.C. 

WaveTel NC License Corporation 

Windstream Accucomm Networks, LLC 

Windstream Accucomm Telecommunications, LLC 

Windstream Buffalo Valley, Inc. 

Windstream Communications, LLC 

Windstream Concord Telephone, LLC 

Windstream Conestoga, Inc. 

Windstream D&E Systems, LLC 

Windstream D&E, Inc. 

Windstream Florida, LLC 

Windstream Georgia Communications, LLC 

Windstream Georgia Telephone, LLC 

Windstream Georgia, LLC 

Windstream IT-Comm, LLC 

Windstream Kentucky East, LLC 

Windstream Kentucky West, LLC 

Windstream Lexcom Communications, LLC 

Windstream Mississippi, LLC

Windstream Missouri, LLC 

Windstream Nebraska, Inc. 

Windstream New York, Inc. 

Windstream Norlight, LLC 

Windstream North Carolina, LLC 

Windstream NTI, LLC 

Windstream NuVox Missouri, LLC 

Windstream NuVox Ohio, LLC 

Windstream NuVox, LLC 

Windstream of the Midwest, Inc. 

Windstream Ohio, LLC 

Windstream Pennsylvania, LLC 

Windstream Standard, LLC 

Windstream Systems of the Midwest, Inc. 

Windstream Western Reserve, LLC

EXHIBIT B

Uniti Parties

ANS Connect LLC 

Contact Network, LLC 

CSL Alabama System, LLC 

CSL Arkansas System, LLC 

CSL Capital, LLC 

CSL Florida System, LLC 

CSL Georgia Realty, LLC 

CSL Georgia System, LLC 

CSL Iowa System, LLC 

CSL Kentucky System, LLC 

CSL Mississippi System, LLC 

CSL Missouri System, LLC 

CSL National GP, LLC 

CSL National, LP 

CSL New Mexico System, LLC 

CSL North Carolina Realty GP, LLC 

CSL North Carolina Realty, LP 

CSL North Carolina System, LP 

CSL Ohio System, LLC 

CSL Oklahoma System, LLC 

CSL Realty, LLC 

CSL Tennessee Realty Partner, LLC 

CSL Tennessee Realty, LLC 

CSL Texas System, LLC 

Hunt Brothers of Louisiana, LLC 

Hunt Telecommunications, LLC 

Information Transport Solutions 

InLine Services, LLC 

Integrated Data Systems, LLC 

Nexus Systems, Inc.

Nexus Wireless, LLC 

PEG Bandwidth DC, LLC 

PEG Bandwidth DE, LLC 

PEG Bandwidth LA, LLC 

PEG Bandwidth MA, LLC 

PEG Bandwidth MD, LLC 

PEG Bandwidth MS, LLC 

PEG Bandwidth NJ, LLC 

PEG Bandwidth NY Telephone Corp. 

PEG Bandwidth PA, LLC 

PEG Bandwidth Services, LLC 

PEG Bandwidth TX, LLC 

PEG Bandwidth VA, LLC 

Southern Light, LLC 

Talk America Services, LLC 

Uniti Completed Towers LLC 

Uniti Dark Fiber LLC 

Uniti Fiber Holdings Inc. 

Uniti Fiber LLC 

Uniti Group Finance 2019 Inc. 

Uniti Group Finance Inc. 

Uniti Group LP 

Uniti Group LP LLC 

Uniti Holdings GP LLC 

Uniti Holdings LP 

Uniti LATAM GP LLC 

Uniti LATAM LP 

Uniti Leasing LLC 

Uniti Leasing MW LLC 

Uniti Leasing X LLC 

Uniti Leasing XI LLC 

Uniti Leasing XII LLC

Uniti QRS Holdings GP LLC 

Uniti QRS Holdings LP 

Uniti Towers LLC 

Uniti Towers NMS Holdings LLC 

Uniti Wireless Holdings LLC

EXHIBIT C

Restructuring Term Sheet

THIS CHAPTER 11 PLAN TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS CHAPTER 11 PLAN TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE EFFECTIVE DATE OF THE PLAN SUPPORT AGREEMENT ON THE TERMS DESCRIBED HEREIN AND IN THE PLAN SUPPORT AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

Chapter 11 Plan Term Sheet

INTRODUCTION

This Chapter 11 Plan Term Sheet (this “Plan Term Sheet”)¹ describes the financial restructuring of Windstream Holdings, Inc. (and, together with its debtor subsidiaries, the “Debtors”). This Plan Term Sheet is being agreed to in connection with the Debtors’ and the Consenting Creditors’ entry into that certain Plan Support Agreement, dated as of March 2, 2020 (as may be further amended, supplemented or modified pursuant to the terms thereof, the Plan Support Agreement”),² to which this Plan Term Sheet is attached as Exhibit A. Pursuant to the Plan Support Agreement, the Debtors and the Consenting Creditors have agreed to support the transactions contemplated therein and herein.

This Plan Term Sheet does not include a description of all of the terms, conditions, and other provisions that are to be contained in the Definitive Documents, which remain subject to negotiation and completion in accordance with the Plan Support Agreement and applicable law. The Definitive Documents will not contain any terms or conditions that are inconsistent with this Plan Term Sheet or the Plan Support Agreement. This Plan Term Sheet incorporates the rules of construction as set forth in section 102 of the Bankruptcy Code.

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EXHIBIT D

 Uniti Term Sheet

Uniti Term Sheet¹

Financial Terms

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Non-Financial Terms

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(1) Pro forma ILEC agreement includes CLEC Copper payment of ~$29mm and ~$4mm payment for 2015 Uniti funded capital improvements.

Exhibit E-1

Provision for Transfer Agreement

(First Lien Claims/Midwest Notes Claims/Equity Interests)

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Chapter 11 Plan Support Agreement, dated as of __________ (the “Agreement”),¹ by and among Windstream Holdings, Inc. and its affiliates and subsidiaries bound thereto, the Uniti Parties, and the Consenting Creditors, including the transferor to the Transferee of any Company Claims/Interests (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Creditor” under the terms of the Agreement.

The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein.

Date Executed:

______________________________________ 

Name: 

Title:

Address: 

E-mail address(es):

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Exhibit E-2

Provision for Transfer Agreement

(Second Lien Claims/Unsecured Notes Claims)

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Chapter 11 Plan Support Agreement, dated as of __________ (the “Agreement”),¹ by and among Windstream Holdings, Inc. and its affiliates and subsidiaries bound thereto, the Uniti Parties, and the Consenting Creditors, including the transferor to the Transferee of the Company Claims/Interests set forth below (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound solely with respect to the Company Claims/Interests set forth below, and shall be deemed a “Consenting Creditor” under the terms of the Agreement with respect to such Company Claims/Interests.

The Transferee specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date of the Transfer, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein.

Date Executed:

______________________________________

Name:

Title:

Address:

E-mail address(es):

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Exhibit 10.2

[Form of Letter of Intent]

[●], 2020

Uniti Group Inc.

10802 Executive Center Drive 

Benton Building, Suite 300

Little Rock, AR 72211 

Attention: [●]

Re: Letter of Intent

Dear [●]:

We are pleased that you have decided to enter into a transaction whereby one or more controlled affiliates of and/or funds managed by [●] (the “Investor,” “us” or “our”) would provide capital to Uniti Group Inc. (“Uniti,” the “Company” or “you”) as further described in this binding letter of intent (“LOI”). Each of the Investor and the Company shall be referred to herein from time to time individually as a “Party” or, collectively, as the “Parties.”

Concurrently herewith, the Investor, various other interested parties and you are executing a support agreement (the “Plan Support Agreement”) in respect of a proposed plan of reorganization and settlement (the “Settlement”) of claims and disputes between the Company and the Windstream Debtors (as defined below), including, without limitation, the claims alleged in the adversary proceeding captioned Windstream Holdings, Inc. v. Uniti Group Inc., Case No-19-08279 (RDD) on terms set forth in the termsheet attached to the Plan Support Agreement (the “Termsheet”). For the avoidance of doubt, the obligation of the Parties to consummate the Transaction (as defined below) shall be conditioned on the consummation and effectiveness of the Settlement.

For purposes of this LOI, the term “Windstream Debtors” means Windstream Holdings, Inc., Windstream Services, LLC (“Services”) and the subsidiaries of Services that are debtors and debtors-in-possession in the chapter 11 cases pending in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) and jointly administered under Case No. 19-22312 (RDD), and the term “Plan of Reorganization” means the plan of reorganization of the Windstream Debtors confirmed by the Bankruptcy Court.

The Investor agrees, pursuant to the definitive documentation described below (and, if applicable, pursuant to the second paragraph of Section H below), to purchase from the Company, and the Company agrees to sell and issue to the Investor, upon the terms and subject to the conditions stated in this LOI and the Definitive Documents (as defined below), an aggregate of [●] shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a price per share of $6.33 in cash (the “Purchase Price”) through

a private placement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933 (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the U.S. Securities and Exchange Commission under the 1933 Act (such transaction, the “Transaction”). The Company covenants and agrees that it shall not pay any Special Dividends (as defined below) in the period following the date hereof and prior to the Closing Date (as defined below). As used herein, “Special Dividend” shall mean any dividend in excess of the amounts permitted to be distributed to the Company by Uniti Group LP and further distributed by the Company, in each case, pursuant to the portion of the penultimate paragraph of Section 7.05 of the Credit Agreement, dated as of April 24, 2015, among the Company, Uniti Group, LP, Uniti Group Finance Inc., CSL Capital LLC, Bank of America, N.A. (as Administrative Agent) and the lenders and other parties thereto, as amended through the date hereof and as in effect prior to the Reversion Date (as defined therein), beginning with the words “(B) any dividend or distribution (including any cash dividend or distribution) on or in respect of (x) Parent’s Capital Stock” and ending with the words “or (y) in or after the last fiscal quarter of such taxable year.” The number of Shares of Common Stock to be issued to the Investor and the per Share price therefor shall be adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction for which the record date occurs on or prior to the Closing Date (as defined below).

Upon the satisfaction of the conditions set forth in the Definitive Documents, or if applicable, this LOI, the Transaction will be consummated immediately before, and concurrent with, the effective date of the Settlement (the “Closing Date”).

The Parties agree to negotiate in good faith to memorialize the Transaction in a securities purchase agreement and other definitive documentation consistent with the terms and conditions set forth herein (“Definitive Documents”). The Definitive Documents shall contain limited representations and warranties covenants, and conditions precedent consistent with Section F below. Promptly after the date hereof, the Parties shall make all filings required or necessary and take all actions reasonably necessary under applicable law, including the HSR Act (as defined below), to consummate the Transaction. The Investor represents and warrants as of the date hereof and as of the Closing Date, and will represent and warrant in any Definitive Documents, that the Investor: (1) understands that the Shares have not been registered under 1933 Act and, therefore, cannot be transferred or resold unless they are registered under the 1933 Act or unless an exemption from registration is available; (2) is an “accredited investor” as such term is defined in Regulation D under the 1933 Act; (3) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares; (4) is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares; and (5) is buying with investment intent and not with a view to distribution in a manner that would violate the 1933 Act.

Notwithstanding anything to the contrary herein, (i) the Investor will not be permitted to acquire any Shares of Common Stock pursuant to the Definitive Documents or otherwise that would result in any person owning (or being treated as owning) more than 9.8% of the Company’s Common Stock in violation of the stock ownership limitations in the Company’s charter, and (ii) for the avoidance of doubt, to the extent that the Investor is prohibited from acquiring any Shares of Common Stock pursuant to clause (i), the Investor shall procure another purchaser for such Shares of Common Stock that is not so prohibited from acquiring such Shares of Common Stock. If the Investor is prohibited from acquiring Shares pursuant to clause (i) above, it may as set forth in the following paragraph designate one or more other purchasers of Shares acceptable to the Investor to acquire such number of Shares as necessary so that the Investor and each such designated purchaser will be in compliance with the stock ownership limitations in the Company’s charter.

The Company (a) will use its reasonable best efforts to provide the Investor with such information as is within its possession or control regarding the ownership of the Company’s stock for the purpose of ensuring compliance with the stock ownership limitations in the Company’s charter and (b) shall give the Investor no less than 7 business days’ written notice of the Closing Date. The Investor, after undertaking commercially reasonable diligence and consulting with knowledgeable tax counsel, shall provide the Company, 3 business days before the Closing Date, with a written representation, dated 3 business days before the Closing Date, that, immediately following the Closing Date, as a consequence of the Investor’s acquisition of Shares pursuant to the Transaction, no person shall own (or be treated as owning) more than 9.8% of the Company’s Common Stock in violation of the stock ownership limitations in the Company’s charter (the “Ownership Representation”). If the Investor is unable to deliver the Ownership Representation with respect to the full number of Shares contemplated by clause (A) above, the Investor shall notify the Company, no later than 3 business days before the Closing Date, of (x) the number of Shares in respect of which the Investor is unable to deliver an Ownership Representation and (y) the other purchaser(s) designated by the Investor to acquire the number of Shares identified pursuant to the preceding clause (x) (each, a “Designated Purchaser”), and the provisions of this paragraph shall apply to each Designated Purchaser mutatis mutandis. No later than two business days after the receipt by the Company of an Ownership Representation from the Investor, if the Company believes that the Ownership Representation received from the Investor is incorrect, the Company shall provide written notice (the “Company Disagreement Notice”) to the Investor specifying in reasonable detail (i) the reasons for such belief and (ii) the number of Shares of Common Stock as to which the Company believes cannot be issued to the Investor without resulting in a violation of clause (i) of the preceding paragraph (such Shares, “Excess Shares”). If the Company has not delivered a Company Disagreement Notice with respect to the Investor, (A) the Company and the Investor shall promptly notify the other party if the Company or the Investor, as the case may be, becomes aware prior to the Closing Date of any facts or circumstances which could result in the Ownership Representation being or becoming incorrect on the Closing Date, (B) the Investor shall bring down its Ownership Representation on the Closing Date, and (C) clause (i) of the preceding paragraph shall not apply with respect to the Investor unless the Company notifies the Investor, prior to the Closing, that the Company has actual knowledge that such Ownership Representation, as brought down to the Closing Date, is or will be incorrect, in which case (1)

the Closing may be postponed for up to 10 business days, and (2) the Company and the Investor shall either (x) use their commercially reasonable efforts to take such actions as will permit the Investor to give, on the Closing Date, an Ownership Representation as to which the Company does not have actual knowledge that such Ownership Representation is incorrect or (y) negotiate in good faith to reach agreement acceptable to each party on a waiver of the ownership limitations in the Company’s charter (a “Disagreement Notice Resolution”); provided that, for the avoidance of doubt, nothing herein or in the Definitive Documents shall be deemed to constitute a waiver of the stock ownership limitations in the Company’s charter with respect to any Shares of Common Stock issued to or thereafter owned by the Investor, or any other shares of Common Stock (or other equity securities) owned (or treated as owned) by the Investor at any time, which limitations shall remain in full force and effect with respect to the Investor (subject to any waiver agreed in accordance with the preceding clause (y)). If the Company has delivered a Company Disagreement Notice to the Investor and has not reached a Disagreement Notice Resolution with the Investor, (i) the Company shall not issue the Excess Shares to the Investor, and (ii) the Investor shall designate another investor (a “Substitute Investor”) to acquire the Investor’s Excess Shares on the Closing Date. If a Designated Purchaser designated by an Investor fails to provide the Ownership Representation at the time specified above or is otherwise prohibited from purchasing Shares on the Closing Date (“Non-Compliant Purchaser”), the Investor shall designate a Substitute Investor to acquire the Non-Compliant Purchaser’s Shares. Any Substitute Investor designated to acquire a Non-Compliant Purchaser’s Shares or an Investor’s Excess Shares must provide the Ownership Representation to the Company immediately prior to consummation of the Transaction.

To the extent that any Designated Purchaser or Substitute Investor does not pay the purchase price for the Shares allocated to such person on the Closing Date, (the “Defaulting Investor Shares” and any such investor, a “Defaulting Investor”), the Closing may be postponed for up to 10 business days and the Investor shall be required to fund, or cause to be funded, such purchase price on behalf of such Defaulting Investor, and, the Investor shall be entitled to exercise all remedies available to it and to the Company against such Defaulting Investor for such breach (other than any remedy which would permit the Investor to acquire any Shares of Common Stock issued to such Defaulting Investor if such Shares could not have been issued to such Investor in compliance with clause (i) in the first paragraph of this Section D). In addition to any other rights or remedies the Investor may have against the Defaulting Investor, but subject to compliance with clause (i) of the first paragraph of this Section D, the Investor shall be entitled to direct the Company to issue on the Closing Date the Defaulting Investor’s Shares to another Substitute Investor. Any Substitute Investor designated to acquire the Defaulting Investor Shares must provide the Ownership Representation to the Company immediately prior to the consummation of the Transaction.

For the avoidance of doubt, except as otherwise expressly provided in this Section D, the Company expressly agrees that nothing in its charter limits the rights of the Investor to purchase the Shares pursuant to this LOI; provided that, for the avoidance of doubt, nothing herein or in the Definitive Documents shall be deemed to constitute a waiver of the stock ownership limitations in the Company’s charter with respect to any Shares of Common Stock issued to or thereafter owned by the Investor (or if applicable, any Designated Purchaser or Substitute Investor), or any other shares of Company stock owned (or treated as owned) by the Investor (or if applicable, any Designated Purchaser or Substitute Investor) at any time, which limitations

shall remain in full force and effect with respect to the Investor (or if applicable, any Designated Purchaser or Substitute Investor) (subject to any waiver agreed in accordance with the clause (y) in the second preceding paragraph).

(a) [From the Closing Date until the date that is one year from the Closing Date (the “Restricted Transfer Termination Date”), the Investor (or if applicable, Designated Purchaser or Substitute Investor) shall not be entitled to offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares of Common Stock owned by the Investor (or if applicable, Designated Purchaser or Substitute Investor) without the prior written consent of the Company, but excluding any transfer after the Closing Date to an Affiliate that enters into a similar lock-up agreement. In addition,] [a]t any time beginning on the date hereof and until one year after the Closing Date, if the Company notifies the Investor (or if applicable, Designated Purchaser or Substitute Investor) that it is commencing a capital raising transaction and the underwriters have advised that a lock-up agreement from the Investor (or if applicable, Designated Purchaser or Substitute Investor) is necessary or advisable to consummate such offering, the Investor (or if applicable, Designated Purchaser or Substitute Investor) will execute a lock up agreement [with respect to the Shares containing customary terms] [containing the restrictions set out in the first sentence of this Section E]; provided that (i) such lock up shall not restrict or limit the Investor (or if applicable, Designated Purchaser or Substitute Investor) in identifying, negotiating with and designating Designated Purchaser and Substitute Investors pursuant to Section D above, (ii) such lock up shall not exceed 90 days in total duration and (iii) the Company shall have the right to cause the Investor (or if applicable, Designated Purchaser or Substitute Investor) to execute such lock up in relation to only one such capital raising transaction.

(b) The Definitive Documents will require that the Company (x) shall file and keep effective a shelf registration statement (containing customary terms) with the U.S. Securities Exchange Commission to permit the free trading of the Shares following the [Closing] [Restricted Transfer Termination Date] pursuant to a customary shelf registration rights agreement and (y) shall ensure that any restrictive legends relating to transfer restrictions applicable to the Shares arising pursuant to the 1933 Act be removed as promptly as practicable upon the request of the Investor who is eligible to rely on the exemption from the registration requirements of the 1933 Act provided by Rule 144 thereunder upon provision by the Investor (or if applicable, Designated Purchaser or Substitute Investor) of customary certificates and opinions.

(c) From the Closing Date until the date that is one year after the Closing Date (the “Standstill Period”), the Investor agrees (and each Designated Purchaser or Substitute Investor that acquires Shares will agree in the Definitive Documents, and if no Definitive Documents are entered into but the Shares are issued to a Designated Purchaser or a Substitute Investor, then each Designated Purchaser or Substitute Investor will, as a condition to acquiring the Shares, agree, severally and not jointly) that, without the prior written consent of the Company, it will not, and will not permit any of its Affiliates, directly or indirectly to:

(a)       acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any equity securities of the Company or any of its subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities;

(b)       make, initiate, solicit or submit a proposal (public or otherwise) for, or offer of (with or without conditions), any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase or license or other similar transaction involving (i) a material portion of the assets or (ii) securities of the Company or any of its subsidiaries;

(c)       make or in any way participate in any “solicitation” of “proxies” to vote or become a participant in any “election contest” (as such terms are used in the proxy rules of the 1934 Act), or agree or announce an intention to vote with any Person undertaking a “solicitation”, or seek to advise or influence any person or group with respect to the voting of any securities of the Company or any subsidiary thereof;

(d)       propose any matter for submission to a vote of shareholders of the Company or call or seek to call a meeting of the shareholders of the Company;

(e)       grant any proxies with respect to any securities of the Company to any Person or deposit any securities of the Company in a voting trust or enter into any other agreement or other arrangement with respect to thereof;

(f)       with any other person (except affiliates), to form, join, encourage the formation of or in any way engage in discussions relating to the formation of, or in any way participate in any “group” within the meaning of Section 13(d)(3) of the 1934 Act  with respect to any securities of the Company or any subsidiary thereof or otherwise in connection with any of the actions prohibited by this Section, including pursuant to any voting agreement or trust;

(g)       take any action, alone or in concert with other Persons, to nominate, remove or oppose the election of any director of the Company or to seek to change the size or composition of the Board of Directors;

(h)       enter into any discussions, negotiations, arrangements or understandings with, or advise, assist, finance or encourage any person with respect to any of the actions prohibited by this Section;

(i)       file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; or

(j)       call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the shareholders of the Company.

Notwithstanding the foregoing, this Section E(c) shall be inoperative and of no force and effect if any other person or group (as defined in Section 13(d)(3) of the 1934 Securities Exchange Act) shall enter into an agreement with respect to the acquisition of more than 50% of the outstanding voting securities of the Company or its subsidiaries or assets representing more than 50% of the

consolidated assets of the Company and its subsidiaries. Nothing in this Section E(c) shall be understood to prohibit or otherwise limit the Investor from negotiating, evaluating and, if applicable, consummating the Transaction or trading, directly or indirectly, in any index, exchange traded fund, benchmark or other similar basket of securities which may contain, or otherwise reflect the performance of, any securities of the Company.