STOCKHOLDERS’ AGREEMENT
dated as of
May 1, 2023
by and among
AVAYA HOLDINGS CORP.
andCERTAIN OTHER PERSONS NAMED HEREIN

TABLE OF CONTENTS
PAGEARTICLE 1 Definitions ..................................................................................................................5
Section 1.01. Definitions....................................................................................................5
Section 1.02. Other Definitional and Interpretative Provisions......................................14
ARTICLE 2 Governance ...............................................................................................................14
Section 2.01. Board of Directors.....................................................................................14
Section 2.02. Board Expenses .........................................................................................17
Section 2.03. Board Meetings..........................................................................................18
Section 2.04. Notice of Meeting; Agenda ........................................................................18
Section 2.05. Other Governing Document Provisions ....................................................18
Section 2.06. Directors’ and Officers’ Insurance ...........................................................19
Section 2.07. No Liability for Board Designees ..............................................................19
Section 2.08. Board Committees .....................................................................................19
Section 2.09. Related Party Transactions .......................................................................19
Section 2.10. Actions Requiring Stockholder Consent ....................................................19
Section 2.11. Actions Requiring Special Board Consent ................................................20
ARTICLE 3 Initial Public Offering; Strategic Alternatives ..........................................................21
Section 3.01. Initial Public Offering................................................................................21
Section 3.02. Strategic Alternatives.................................................................................21
ARTICLE 4 Tag-Along Rights .....................................................................................................21
Section 4.01. Tag-Along Rights .......................................................................................21
ARTICLE 5 Preemptive Rights.....................................................................................................25
Section 5.01. Preemptive Rights......................................................................................25
Section 5.02. Excluded Issuances....................................................................................27
ARTICLE 6 Information Rights; Delivery of Information ...........................................................28
Section 6.01. Information Rights .....................................................................................28
Section 6.02. Delivery of Information; Confidentiality ...................................................28
ARTICLE 7 Certain Covenants and Agreements..........................................................................29
Section 7.01. Confidentiality ...........................................................................................29
Section 7.02. Irrevocable Proxy and Power of Attorney.................................................31
Section 7.03. Transfer Restrictions; Permitted Transferees ...........................................31
Section 7.04. Compliance with Law; Policies and Procedures.......................................35i

ARTICLE 8 Miscellaneous ...........................................................................................................35
Section 8.01. Binding Effect; Assignability; No Third Party Beneficiaries ....................35
Section 8.02. Notices .......................................................................................................36
Section 8.03. Waiver; Amendment...................................................................................36
Section 8.04. Effectiveness; Termination; Survival.........................................................38
Section 8.05. Governing Law ..........................................................................................38
Section 8.06. Jurisdiction; Service of Process ................................................................38
Section 8.07. WAIVER OF JURY TRIAL.........................................................................38
Section 8.08. Specific Performance.................................................................................39
Section 8.09. Counterparts ..............................................................................................39
Section 8.10. Entire Agreement .......................................................................................39
Section 8.11. Severability ................................................................................................39
Section 8.12. Further Assurances....................................................................................39
Section 8.13. Aggregation of Shares ...............................................................................39
Section 8.14. Calculation of Ownership..........................................................................40
Section 8.15. Independent Agreement by the Stockholders .............................................40ii

Schedule 1
Exhibit A
Exhibit B

Initial Directors
Joinder Agreement
Form of Transfer Certificate

iii

STOCKHOLDERS’ AGREEMENT
This STOCKHOLDERS’ AGREEMENT, dated as of May 1, 2023 (this “Agreement”), is
adopted and entered into by and among (i) Avaya Holdings Corp., a Delaware corporation (the“Corporation”), (ii) each of the holders of Common Stock (as defined below) as of the date hereofand (iii) any other Person (as defined below) who shall at any time be a party to or bound by thisAgreement as a result of the execution and delivery to the Corporation of a Joinder, substantiallyin the form attached hereto as Exhibit A (a “Joinder”), in accordance with the terms hereof (thePersons described in clauses (ii) and (iii), collectively, the “Stockholders”).
RECITALS
WHEREAS, the Corporation and certain of its direct and indirect Subsidiaries agreed to
implement the transactions contemplated by that certain Restructuring Support Agreement (asamended, restated, amended and restated, supplemented or otherwise modified from time to timein accordance with its terms), dated as of February 14, 2023 by commencing voluntary cases underchapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 – 1532 (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the Southern District of Texas (the“Bankruptcy Court”);
WHEREAS, pursuant to that certain Joint Prepackaged Plan of Reorganization of Avaya
Inc. and its Debtor Affiliates Pursuant to chapter 11 of the Bankruptcy Code (the “Plan”)
confirmed by the Bankruptcy Court in the jointly administered cases captioned In re Avaya Inc.,et al., Case No. 23-90088 (DRJ), pursuant to an order dated March 22, 2023, Docket No. 350 (the“Confirmation Order”), the Corporation has agreed as of the Plan Effective Date (as defined
below) to, among other things, issue shares of Common Stock to certain providers of financing toand certain creditors of the Corporation, including the issuance of shares of Common Stockpursuant to a one hundred and fifty million dollar ($150,000,000) debt rights offering offered toand backstopped by certain creditors of the Corporation;
WHEREAS, the Plan and/or the Confirmation Order provides that this Agreement shall beeffective and binding in accordance with its terms and conditions upon all holders of Common
Stock as of the date hereof, who shall be deemed to have executed this Agreement; andWHEREAS, pursuant to the Plan, the Corporation and the Stockholders are authorized toenter into this Agreement to establish certain rights and obligations with respect to the compositionof the Corporation’s Board of Directors (the “Board” and, each director on such Board, a“Director”) and other matters relating to the Common Stock and the corporate governance of the
Corporation.
NOW, THEREFORE, in consideration of the premises and the mutual covenants andagreements contained herein and intending to be legally bound, the Corporation and each of theother parties hereby agree as follows:

ARTICLE 1
DEFINITIONS
Section 1.01. Definitions.
(a)

As used in this Agreement, the following terms have the following meanings:“Affiliate” means, when used with reference to any Person, any Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by or is under common
control with such specified Person, or where such Person owns twenty percent (20%) or more of
the voting control of such specified Person. For purposes of this definition, an “Affiliate” of a
Stockholder shall include any investment fund, alternative investment vehicle, special purpose
vehicle or holding company that (i) is directly or indirectly managed, advised, sub-advised orcontrolled by such Stockholder or any Affiliate of such Stockholder, (ii) is managed, advised or
sub-advised by the same investment adviser as, or an Affiliate of the investment adviser of, such
Stockholder or (iii) is a party to a derivative or participation transaction with such Stockholder
pursuant to which there is a transfer of the economics of ownership of securities to or from such
Stockholder; provided, however, that (x) other than for purposes of Section 2.09, an Affiliate shallnot include any portfolio company of any Person (including any Stockholder) nor any Corporate
Entity, (y) limited partners, non-managing members or other similar direct or indirect investors ina Stockholder (in their capacities as such) shall not be deemed to be Affiliates of such Stockholder
and (z) neither the Corporation nor any of its controlled Affiliates shall be deemed an Affiliate ofany of the Stockholders (and vice versa). The term “Affiliated” shall have a correlative meaning.
“Anti-Corruption Laws” means the Foreign Corrupt Practices Act of 1977, and the rules
and regulations thereunder, the UK Bribery Act 2010 and the Canadian Corruption of Foreign
Public Officials Act, in each case, as amended, and, with respect to a Person, any other Laws,
rules, and regulations of any jurisdiction applicable to such Person or any of its Affiliates fromtime to time concerning or relating to bribery or corruption.
“Anti-Money Laundering Laws” means all applicable financial recordkeeping andreporting requirements of the U.S. Currency and Foreign Transactions Reporting Act of 1970, theUSA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the money
laundering statutes of all jurisdictions in which the Corporation and its Subsidiaries operate (andthe rules and regulations promulgated thereunder) and any related or similar Law.
“Apollo” means Apollo Global Management, Inc. and/or certain of its Affiliates, including,but not limited to, Apollo Capital Management X, LLC, Apollo Management X, L.P., Apollo
Investment Management Europe S.á r.l., Apollo Advisors X, L.P., Blackcomb Debt Holdings, L.P.
and AP Avenue Holdings, L.P.
“beneficial ownership” or “beneficially own” means beneficial ownership as determined
pursuant to Rule 13d-3 and Rule 13d-5 under the Exchange Act.
“Brigade” means Brigade Capital Management, L.P. together with its Affiliates andRelated Funds.

5

“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.
“Bylaws” means the Third Amended and Restated Bylaws of the Corporation, as the same
may be amended, restated, amended and restated, supplemented or otherwise modified from time
to time in accordance with their terms.
“Capital Stock” means the capital stock of the Corporation.
“Certificate of Incorporation” means the Second Amended and Restated Certificate ofIncorporation of the Corporation, as the same may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time in accordance with its terms.
“Common Stock” means the shares of common stock, par value $0.01 per share, of the
Corporation.
“Competitor” means any Person that is a direct competitor of the Corporation, as
determined by the Board acting in good faith (and the Board may determine that any Person thatwould otherwise be a Competitor is not a “Competitor”); provided, however, that, with respect to
any Stockholder, the ownership of Securities of or involvement with a portfolio company engaged
in competitive activities shall not be deemed to result in such Stockholder being deemed aCompetitor.
“Convertible Securities” means any Securities that are convertible or exercisable into, or
exchangeable for, Common Stock.
“Corporate Entity” means the Corporation and any of the Corporation’s Subsidiaries.
“Corporation Securities” means any Capital Stock (including Common Stock) or equity
interests of the Corporation, including the Common Stock, and any other security exercisable orconvertible into or exchangeable for such Capital Stock or equity interests of the Corporation,
including any security, bond, note, indebtedness, warrant, option or other right or instrument
exercisable for or exchangeable or convertible into such Capital Stock or equity interests.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.
“Exit ABL Facility Credit Agreement” means that certain ABL Facility Credit
Agreement, dated as of May 1, 2023, by and among the Corporation, the lending institutions fromtime to time parties thereto, the lending institutions named therein as L/C Issuers and Swing Line
Lenders and Citibank, N.A.
“Exit Term Loan Facility Credit Agreement” means that certain Term Loan Facility
Credit Agreement, dated as of May 1, 2023, by and among the Corporation, Avaya LLC, a
Delaware limited liability company, the lending institutions from time to time parties thereto andWilmington Savings Fund Society, FSB.
6

“GAAP” means United States generally accepted accounting principles set forth in theopinions and pronouncements of the Accounting Principles Board of the American Institute ofCertified Public Accountants and statements and pronouncements of the Financial AccountingStandards Board or in such other statements by such other entity as have been approved by asignificant segment of the accounting profession that are in effect from time to time, applied on aconsistent basis for the periods involved.
“Governing Documents” means this Agreement, the Certificate of Incorporation and the
Bylaws and, except with respect to Section 8.03 of this Agreement, any similar organizational
documents of Subsidiaries of the Corporation.
“Governmental Approval” means the approval of any Governmental Authority, or thecompletion of required prior notice filings with any Governmental Authority.
“Governmental Authority” means any government of any nation, state, city, locality orother political subdivision thereof, whether federal, national, international, regional, provincial,state, tribal, local, foreign or multinational, entity or official exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to any of the foregoing, or
corporation or other entity owned or controlled, through stock or capital ownership or otherwise,by any of the foregoing.
“Indebtedness” means with respect to any Person, without duplication, any liability ofsuch Person (a) for borrowed money, whether current or funded, secured or unsecured, or withrespect to deposits or advances of any kind, (b) incurred or assumed as the deferred purchase priceof assets, property or services (but excluding trade accounts payable arising in the ordinary courseof business), (c) evidenced by notes, bonds, debentures or other similar instruments, (d) for the
reimbursement of any obligor on any banker’s acceptance, letter of credit, performance bond or
similar credit transaction, (e) for indebtedness of others guaranteed by such Person to the extent ofsuch guarantee or arrangement and (f) for indebtedness of any other Person of the type referred toin clauses (a), (b), (c), (d) and (e) of this definition which is secured by any lien on any property
or asset of such first referred to Person, the amount of such indebtedness referred to in this clause(f) being deemed to be the lesser of the value of such property or asset or the amount of theindebtedness so secured to the extent of such security interest. Except as otherwise provided inthis definition of “Indebtedness”, the amount of Indebtedness of any Person at any date shall be (i)the outstanding principal amount of all unconditional obligations described above and interest, assuch amount would be reflected on a balance sheet prepared in accordance with GAAP, and (ii)with respect to all contingent obligations described above, the maximum liability as of such dateof such Person for any guarantees of Indebtedness for borrowed money of any other Person andthe amount required under GAAP to be accrued with respect to any other contingent obligation.
“Independent Director” means a Director who (a) shall not be (i) an employee of any
Stockholder, (ii) an employee of any Corporate Entity or (iii) a “professional director” whose
primary occupation is to serve on boards of directors, and (b) shall be determined to be“independent” (as such term is defined by the corporate governance standards of the New York
Stock Exchange) and to have relevant industry experience (or be an audit committee financial
expert as such term is defined in Item 407 of Regulation S-K issued by the SEC or any applicablesuccessor provision), in each case, as determined in good faith by the Board.
7

“Initial Public Offering” means any of (i) an initial Public Offering of shares of Common
Stock pursuant to an effective registration statement under the Securities Act, (ii) a single
transaction or series of related transactions by a merger, acquisition or other business combination
involving the Corporation and a publicly traded special purpose acquisition company or othersimilar entity in which a class of capital stock of the special purpose acquisition company or othersimilar entity (or its successor) is publicly traded on a National Securities Exchange or (iii) any
other transaction or series of related transactions following consummation of which the shares ofCommon Stock are listed and traded on a National Securities Exchange or an established nonUnited States securities exchange; provided that an Initial Public Offering shall not include any
issuance of shares of Common Stock solely to existing holders of Corporation Securities or
employees or consultants of any Corporate Entity on Form S-4, Form F-4 or Form S-8 (or any
successor form adopted by the SEC or any comparable form adopted by any foreign securities
regulators).
“Investment Company Act” means the Investment Company Act of 1940, as amended,and the rules and regulations promulgated thereunder.
“Law” means any applicable statute, law, rule, regulation, ordinance, code, policy or ruleof common law issued, administered or enforced by any Governmental Authority, or any judicial
or administrative interpretation thereof including the rules of any stock exchange.
“Majority Stockholder Approval” means an affirmative vote by any Stockholder orgroup of Stockholders with an aggregate Ownership Percentage of greater than fifty percent (50%);
provided, that, for the avoidance of doubt, unless expressly provided for otherwise in thisAgreement, “Stockholders” as used in this definition of “Majority Stockholder Approval” shall bedefined as “each of the holders of Common Stock as of the date hereof and any other holder ofCommon Stock who shall at any time be a party to or bound by this Agreement as a result of theexecution and delivery to the Corporation of a Joinder”.
“Management Incentive Plan” means a management incentive plan adopted andapproved by the Board.
“National Securities Exchange” means the New York Stock Exchange, NYSE American,
the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or
another U.S. national securities exchange registered with the SEC.
“Nuveen” means Nuveen Asset Management, LLC together with its Affiliates, including
but not limited to Teachers Advisors, LLC.
“Ownership Percentage” means, with respect to any Stockholder or group of
Stockholders, a fraction (a) the numerator of which is the total number of shares of outstanding
Common Stock beneficially owned by such Stockholder or group of Stockholders (together with
their respective Affiliates and Related Funds) at such time (without duplication) and (b) the
denominator of which is the total number of shares of outstanding Common Stock held by all
Stockholders at such time, in each case, excluding, for purposes of this calculation, (i) any sharesof Common Stock issuable upon the exercise, conversion or exchange of Convertible Securities,(ii) any shares of Common Stock issued or issuable pursuant to a Management Incentive Plan and8held by an employee or Director of the Corporation, and (iii) any shares that constitute an Excluded
Issuance (as defined below) pursuant to clauses (b), (d) and (e) under the definition of Excluded
Issuances.
“Person” means an individual, corporation, limited liability company, partnership,association, trust or other entity or organization, including a government or political subdivisionor an agency or instrumentality thereof.
“Plan Effective Date” shall mean the Effective Date (as defined in the Plan).
“Public Offering” means any sale or distribution to the public of a Corporation Security
or other equity Security of any of the Corporation’s Subsidiaries pursuant to an offering registeredunder the Securities Act, whether by the Corporation, by a Subsidiary, by Stockholders and/or by
any other holders of such Corporation Security or other equity Security of any of the Corporation’s
Subsidiaries.
“Qualified IPO” means a firm commitment underwritten Initial Public Offering ofCommon Stock that provides for at least an aggregate of three hundred seventy-five million dollars($375,000,000) in gross proceeds to the Corporation and/or any selling stockholders and,
immediately after such Initial Public Offering, the Common Stock is quoted or listed for trading
on a National Securities Exchange.
“Registration Rights Agreement” means that certain registration rights agreement, dated
as of the date hereof, by and among the Corporation and the Stockholders party thereto, as thesame may be amended, restated, amended and restated, waived, supplemented or otherwise
modified from time to time in accordance with its terms.
“Related Fund” means with respect to any Person, any fund, account or investment vehicle
that is controlled, managed, sub-managed, advised or sub-advised by (a) such Person, (b) an
Affiliate of such Person or (c) the same investment manager, sub-investment manager, advisor or
sub-advisor as such Person or an Affiliate of such investment manager, sub-investment manager,
advisor or sub-advisor.
“Restructuring Support Agreement” means that certain Restructuring Support
Agreement, dated February 14, 2023, by and among the Company Parties (as defined therein) andthe other signature parties thereto.
“Rights Holder” means, at the time of determination, a Stockholder (together with its
Affiliates and Related Funds) whose Ownership Percentage equals or exceeds two percent (2.0%).
“Sale Transaction” means the occurrence of any of the following: (a) the direct or indirect
sale, lease, transfer, exclusive license, conveyance or other disposition, in one or a series of relatedtransactions (including any merger or consolidation, whether by operation of law or otherwise), of
all or substantially all of the properties or assets of the Corporation and its Subsidiaries (taken asa whole) or (b) the consummation of any transaction or series of transactions (including any merger
or consolidation, whether by operation of law or otherwise), the result of which is that any Personor “group” (as defined under Section 13 of the Exchange Act) becomes the beneficial owner,
directly or indirectly, of more than fifty percent (50%) of the then outstanding Corporation
9

Securities or of the membership or other equity interests of any surviving entity of any such merger
or consolidation; provided, however, that, a Sale Transaction shall not be deemed to have occurredin the case of clause (a), if such Sale Transaction is completed in connection with the internal
restructuring of the Corporation and the resulting owner(s) of the assets of the Corporation are,directly or indirectly, the same Stockholders who owned such assets prior to such Sale Transaction.
“Sanctions” means any sanctions administered or enforced by the U.S. government(including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets
Control or the U.S. Department of State), the United Nations Security Council, the European
Union, His Majesty’s Treasury or other applicable jurisdiction.
“Sculptor” means Sculptor Capital LP, solely on behalf of its and its Affiliates’ Related
Funds.
“SEC” means the United States Securities and Exchange Commission or any successor
governmental agency.
“Securities” means “securities” as defined in Section 2(a)(1) of the Securities Act andincludes, with respect to any Person, capital stock or other equity interests issued by such Person
or any options, warrants or other Securities that are directly or indirectly convertible into, or
exercisable or exchangeable for, capital stock or other equity interests issued by such Person.
“Securities Act” means the Securities Act of 1933, as amended, and the rules andregulations promulgated thereunder.
“Selection Committee” means the selection committee of the Board, initially consistingof one representative from each of Apollo, Brigade, Nuveen and Sculptor, subject to adjustment
pursuant to Section 2.01(a)(iv).
“Significant Holder” means, at the time of determination, a Stockholder (together with its
Affiliates and Related Funds) whose Ownership Percentage equals or exceeds five percent (5%).
“Subsidiary” means, with respect to a Person, any entity required to be consolidated withsuch Person in such Person’s books and records pursuant to GAAP, or any corporation, general or
limited partnership, limited liability company, joint venture or other entity in which such Person(a) owns, directly or indirectly, fifty percent (50%) or more of its outstanding voting securities,
equity interests, profits interest or capital interest, (b) is entitled to elect at least one-half of theboard of directors or similar governing body or (c) in the case of a limited partnership or limited
liability company, is a general partner or managing member and has the power to direct thepolicies, management and affairs of such entity, respectively.
“Tag-Along Pro Rata Portion” means with respect to any Tag-Along Offeree, a numberof shares of Common Stock determined by multiplying (a) the number of shares of outstanding
Common Stock beneficially owned by the applicable Tag-Along Offeree immediately prior to the
Tag-Along Transfer by (b) a fraction, (i) the numerator of which is the number of shares ofoutstanding Common Stock proposed to be Transferred by the Tag-Along Seller in connection
with the Tag-Along Transfer and (ii) the denominator of which is the aggregate number of sharesof outstanding Common Stock beneficially owned by all Stockholders immediately prior to the10Tag-Along Transfer, excluding, for purposes of this calculation, (x) any shares of Common Stockissuable upon the exercise, conversion or exchange of Convertible Securities, (y) any shares ofCommon Stock not beneficially owned by such Tag-Along Offeree (together with its Affiliates
and Related Funds) at such time, and (z) any shares of Common Stock issued or issuable pursuant
to a Management Incentive Plan.
“Third Party” means a prospective purchaser(s) of the Corporation, Corporation
Securities, or any of the Corporation’s direct or indirect assets, in each case, other than any
Significant Holder or Affiliate or Related Fund thereof.
“Trade Control Laws” means applicable Laws related to (a) export controls, including
the U.S. Export Administration Act of 1979, as amended, the U.S. Export Administration
Regulations, the Arms Export Control Act, the U.S. International Traffic In Arms Regulations,and (b) customs or import controls, including those administered by U.S. Customs and Border
Protection.
“Transfer” means any direct or indirect, transfer, sale, assignment, pledge, hypothecationor other disposition of any Corporation Securities, whether voluntary or involuntary, or any
agreement to transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Corporation
Securities, including (a) any such transfer, sale, assignment, pledge, hypothecation, disposition by
operation of law or otherwise to an heir, successor or assign, (b) a derivative transaction or thetransfer of any equity interests in any direct or indirect holding company holding Corporation
Securities or the issuance and redemption by any such holding company of its securities, or (c) any
swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Corporation Securities, whether any such transaction describedin clause (a), (b) or (c) above is to be settled by delivery of Capital Stock or such other securities,
in cash or otherwise; provided, however, that, (i) subject to customary pledge requirements, a grantof or existence of a security interest or encumbrance over any Corporation Securities that isrequired by any bank or financial institution shall not be deemed to be a Transfer unless and until
any enforcement of remedies in respect of such security interest or encumbrance that results in any
Person other than such Stockholder becoming the beneficial owner of such Corporation Securities;(ii) with respect to any Stockholder that is a widely held “investment company” as defined in theInvestment Company Act or any publicly traded company whose Securities are registered under
the Exchange Act, a transfer, sale, assignment, pledge, hypothecation, or other disposition ofownership interests in such investment company or publicly traded company shall not be deemed
to be a Transfer; and (iii) with respect to any Stockholder that is a private equity fund, hedge fundor similar vehicle, any transfer of limited partnership or other similar non-control interest in any
entity which is a pooled investment vehicle holding other material investments and which is anequityholder (directly or indirectly) of a Stockholder, or the change in control of any generalpartner, manager or similar person of such entity, shall not be deemed to be a Transfer for purposes
hereof, so long as any such transfer pursuant to clause (i), (ii) or (iii) above (x) is not with the
purpose of circumventing the Transfer provisions of this Agreement and (y) does not impact the
Stockholder’s control of the applicable Corporation Securities. The terms “Transferee”,“Transferor”, “Transferred”, “Transferring” and other forms of the word “Transfer” shallhave correlative meanings.
“Voting Power” means the total number of votes of the applicable Voting Shares.
11

“Voting Shares” means any outstanding shares of Capital Stock entitled to vote for theelection of Directors to the Board.
(b)

Each of the following terms is defined in the page set forth opposite such term:

Accelerated Acquirer .....................................................................................................................26
Accelerated Issuance Notice..........................................................................................................26
Accredited Investor........................................................................................................................26
Affiliate............................................................................................................................................5
Agreement........................................................................................................................................4
Anti-Corruption Laws......................................................................................................................5
Anti-Money Laundering Laws ........................................................................................................5
Apollo ..............................................................................................................................................5
Apollo Director..............................................................................................................................15
Bankruptcy Code .............................................................................................................................4
Bankruptcy Court.............................................................................................................................4
beneficial ownership ........................................................................................................................5
beneficially own...............................................................................................................................5
Board................................................................................................................................................4
Brigade.............................................................................................................................................5
Brigade Director ............................................................................................................................16
Business Day ...................................................................................................................................6
Bylaws .............................................................................................................................................6
Capital Stock....................................................................................................................................6
CEO Director .................................................................................................................................16
Certificate of Incorporation .............................................................................................................6
Chairperson....................................................................................................................................17
Common Stock ................................................................................................................................6
Competitor .......................................................................................................................................6
Confidential Information ...............................................................................................................29
Confirmation Order .........................................................................................................................4
Convertible Securities......................................................................................................................6
Corporate Entity...............................................................................................................................6
Corporation ......................................................................................................................................4
Corporation Securities .....................................................................................................................6
Data Site.........................................................................................................................................28
Director ............................................................................................................................................4
Exchange Act...................................................................................................................................6
Excluded Issuance .........................................................................................................................27
Exit ABL Facility Credit Agreement...............................................................................................6
Exit Term Loan Facility Credit Agreement.....................................................................................6
GAAP ..............................................................................................................................................7
Governing Documents .....................................................................................................................7
Governmental Approval ..................................................................................................................7
Indebtedness ....................................................................................................................................7
Independent Director .......................................................................................................................7
Initial Public Offering......................................................................................................................812

Investment Company Act ................................................................................................................8
Issuance Notice..............................................................................................................................25
Joinder..............................................................................................................................................4
Law ..................................................................................................................................................8
Majority Stockholder Approval.......................................................................................................8
Management Incentive Plan ............................................................................................................8
National Securities Exchange ..........................................................................................................8
Nuveen.............................................................................................................................................8
Nuveen Director.............................................................................................................................16
Ownership Percentage .....................................................................................................................8
Person ..............................................................................................................................................9
Plan ..................................................................................................................................................4
Plan Effective Date ..........................................................................................................................9
Preemptive Shares .........................................................................................................................25
Prohibited Transfer ........................................................................................................................24
Public Offering ................................................................................................................................9
Qualified IPO...................................................................................................................................9
Related Fund....................................................................................................................................9
Related Party..................................................................................................................................19
Related Party Agreement...............................................................................................................19
Representatives ..............................................................................................................................29
Restructuring Support Agreement ...................................................................................................9
Rights Holder...................................................................................................................................9
Sale Transaction...............................................................................................................................9
Sanctions........................................................................................................................................10
Sculptor..........................................................................................................................................10
SEC ................................................................................................................................................10
Securities........................................................................................................................................10
Securities Act.................................................................................................................................10
Selection Committee......................................................................................................................10
Selection Committee Director .......................................................................................................15
Significant Holder..........................................................................................................................10
Stockholders ....................................................................................................................................4
Strategic Alternatives.....................................................................................................................21
Subsidiary ......................................................................................................................................10
Tag-Along Notice ..........................................................................................................................22
Tag-Along Offeree.........................................................................................................................21
Tag-Along Per Share Consideration..............................................................................................22
Tag-Along Pro Rata Portion ..........................................................................................................10
Tag-Along Sellers..........................................................................................................................21
Tag-Along Transfer .......................................................................................................................21
Tagging Stockholder......................................................................................................................22
Termination Event .........................................................................................................................38
Third Party .....................................................................................................................................11
Trade Control Laws .......................................................................................................................11
Transfer..........................................................................................................................................1113

Unexercised Tag-Along Portion ....................................................................................................22
Voting Power .................................................................................................................................11
Voting Shares.................................................................................................................................12
Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”,“herein” and “hereunder” and words of like import used in this Agreement shall refer to thisAgreement as a whole and not to any particular provision of this Agreement. The captions herein
are included for convenience of reference only and shall be ignored in the construction orinterpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles,
Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and
Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of thisAgreement as if set forth in full herein. Any capitalized term used in any Exhibit or Schedule but
not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singularterm in this Agreement shall be deemed to include the plural, and any plural term the singular.
Whenever the words “include”, “includes” or “including” are used in this Agreement, they shallbe deemed to be followed by the words “without limitation”, whether or not they are in fact
followed by those words or words of like import. “Writing”, “written” and comparable terms referto printing, typing and other means of reproducing words (including electronic media) in a visible
form. References to any agreement or contract are to that agreement or contract as amended,
restated, amended and restated, supplemented or otherwise modified from time to time inaccordance with the terms hereof and thereof; provided that with respect to any agreement orcontract listed on any Schedules hereto, all such amendments, modifications or supplements mustalso be listed in the appropriate Schedule. References to any Law include all rules and regulations
promulgated thereunder. References to any Person include the successors and permitted assigns ofthat Person. References from or through any date mean, unless otherwise specified, from andincluding or through and including, respectively. The language used in this Agreement shall bedeemed to be the language chosen by the parties hereto to express their mutual intent and no ruleof strict construction shall be applied against any party hereto. The parties hereto have participatedjointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or questionof intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties
hereto to express their mutual intent and no presumption or burden of proof shall arise favoring or
disfavoring any party hereto by virtue of the authorship of any provision of this Agreement, norshall any rule of strict construction be applied against any party hereto. Whenever this Agreement
refers to a number of days, such number shall refer to calendar days unless Business Days are
specified. If any action is to be taken or given on or by a particular calendar day, and such calendar
day is not a Business Day, then such action may be deferred until the next Business Day.
ARTICLE 2
GOVERNANCE
Section 2.01. Board of Directors.
(a)From and after the date hereof, the Board shall consist of nine (9) Directors, who
for the initial term beginning on the Plan Effective Date are the Directors set forth on Schedule 1
hereto. From and after the date hereof, and subject to modification pursuant to this Section 2.01(a),the term for each Director shall be two (2) years for the initial term beginning on the Plan Effective
Date and one (1) year for each term thereafter. At each meeting of Stockholders at which Directors
14are to be elected, and whenever the Stockholders act by written consent with respect to the electionof Directors, each Stockholder agrees to vote, or cause to be voted, all Voting Shares beneficiallyowned by such Stockholder, or over which such Stockholder otherwise has voting control, fromtime to time and at all times, in whatever manner as shall be necessary to ensure that at each annualor special meeting of Stockholders at which an election of Directors is held or pursuant to any
written consent of the Stockholders:(i)Apollo Directors; Selection Committee Directors.

A.
If at any time following the date which is twelve (12) months after
the Plan Effective Date, Apollo’s Ownership Percentage is at least fifty percent(50%), five (5) Directors designated by Apollo shall be elected to the Board (anysuch Director designated by Apollo, an “Apollo Director”), one of whom shall be
an Independent Director, and one (1) Director designated by the Selection
Committee shall be elected to the Board (any such Director designated by the
Selection Committee, a “Selection Committee Director”).
B.
If at any time following the date which is twelve (12) months after
the Plan Effective Date, Apollo’s Ownership Percentage is at least thirty-five
percent (35%) but less than fifty percent (50%), four (4) Apollo Directors shall beelected to the Board, one of whom shall be an Independent Director, and two (2)Selection Committee Directors shall be elected to the Board.
C.
If at any time Apollo’s Ownership Percentage is at least seventeen
and five-tenths percent (17.5%) but less than thirty-five percent (35%), three (3)Apollo Directors shall be elected to the Board, one of whom shall be an Independent
Director, and three (3) Selection Committee Directors shall be elected to the Board.
D.
If at any time Apollo’s Ownership Percentage is at least ten percent(10%) but less than seventeen and five-tenths percent (17.5%), two (2) Apollo
Directors shall be elected to the Board, and four (4) Selection Committee Directors
shall be elected to the Board.
E.
If at any time Apollo’s Ownership Percentage is at least five percent(5%) but less than ten percent (10%), one (1) Apollo Director shall be elected to
the Board, and five (5) Selection Committee Directors shall be elected to the Board.
F.
If at any time the Ownership Percentage of Apollo is less than five
percent (5%), (i) there shall be no Apollo Directors, and one director seat shall beelected by either Majority Stockholder Approval or by a majority of the remaining
Directors and (ii) five (5) Selection Committee Directors shall be elected to theBoard.
(ii)

Brigade Director; Nuveen Director.

A.
If at any time following the date which is twelve (12) months after
the Plan Effective Date, Brigade’s Ownership Percentage is at least five percent(5%), one (1) Director designated by Brigade shall be elected to the Board (any15such Director designated by Brigade, a “Brigade Director”). If at any time the
Ownership Percentage of Brigade is less than five percent (5%), there shall cease
to be a Brigade Director, and such director seat shall be elected by either Majority
Stockholder Approval or by a majority of the remaining Directors.
B.
If at any time following the date which is twelve (12) months after
the Plan Effective Date, Nuveen’s Ownership Percentage is at least five percent(5%), one (1) Director designated by Nuveen shall be elected to the Board (anysuch Director designated by Nuveen, a “Nuveen Director”). If at any time the
Ownership Percentage of Nuveen is less than five percent (5%), there shall cease
to be a Nuveen Director, and such director seat shall be elected by either Majority
Stockholder Approval or by a majority of the remaining Directors.
(iii)
CEO Director. At all times, the then-serving Chief Executive Officer of the
Corporation shall be elected to the Board, so long as such Person is employed as the Chief
Executive Officer of the Corporation (the “CEO Director”).
(iv)
If at any time the Ownership Percentage of any of Apollo, Brigade, Nuveen
or Sculptor is less than four and one-half percent (4.5%), then the member of the Selection
Committee selected by such Stockholder shall no longer be a member of the Selection
Committee and such Stockholder shall no longer have the right to appoint a member of theSelection Committee.
(v)
Each of Apollo, Brigade, Nuveen and the Selection Committee shallendeavor to (A) select Directors with an appropriate skillset and (B) consider diversity
guidelines and corporate governance best practices when exercising their respective
designation rights set forth in this Section 2.01(a). For the avoidance of doubt, in no event
shall the foregoing sentence limit any of Apollo, Brigade, Nuveen and the Selection
Committee’s right to select any individual as a Director.
(vi)
For the avoidance of doubt, each of Apollo, Brigade and Nuveen shall beentitled to its respective Director appointment rights set forth in this Section 2.01(a)regardless of the ownership levels of the other parties.
(b)Upon any vacancy on the Board arising as a result of the death, disability,
retirement, resignation or removal of a Director designated by any of the Stockholders pursuant to
Section 2.01(a), the first order of business at any meeting of the Board shall be to hold a vote withrespect to the election of the replacement Director designated by such Stockholder or Stockholders,
as applicable, in accordance with Section 2.01(a) and for so long as such designating Stockholder
or Stockholders, as applicable, maintains its Director designation rights in accordance with Section
2.01(a). In the event that such designating Stockholder or Stockholders, as applicable, no longer
has such a right to designate a Director pursuant to Section 2.01(a), then such replacement Director
shall be appointed by a majority of the remaining Directors.
(c)
If for any reason the CEO Director shall cease to serve as the CEO, then a majorityof the other Directors shall convene a meeting of the Board or take action by written consent on
the removal of the former CEO from the Board and/or the appointment of a new Director. Each of16

the Directors (excluding the CEO Director) shall, furthermore, at any meeting of the Board or by
written consent if requested: (i) if the CEO Director does not resign from the Board, vote to remove
the former CEO from the Board; and (ii) vote to elect such Person’s replacement as CEO as the
new CEO Director. For the avoidance of doubt, the removal or election of the CEO Director isdetermined by a majority of the Board.
(d)In furtherance of the foregoing, the Corporation and the Board shall, subject to andconsistent with the Board’s fiduciary duties and applicable Law, take such actions as necessary tocause the foregoing Directors to be nominated and submitted to the Stockholders for election to
the Board, or appointed to the Board by the remaining members of the Board, or removed fromthe Board as the case may be, in any annual or special meeting of the Stockholders or by any action
by written consent to elect Directors in lieu thereof, or to remove them as the case may be.
(e)
For the initial Board, any Selection Committee Director shall be designated byunanimous approval by the Selection Committee. Following the initial Board, the Selection
Committee Directors appointed pursuant to this Section 2.01 shall be designated by agreement ofat least three of the four members of the Selection Committee. In the event that a member of theSelection Committee ceases to be a member of the Selection Committee pursuant to Section
2.01(a)(iv), then the appointment of Selection Committee Directors shall be by agreement of atleast two of the three members of the Selection Committee. On the earliest to occur of (x) the
fourth anniversary of the Plan Effective Date and (y) such time the Selection Committee consistsof only two members, the Selection Committee shall be disbanded, and the Selection Committee
Directors shall be elected by vote of holders of a majority of the Voting Power.
(f)
The Chairperson of the Board (the “Chairperson”) shall be determined by amajority vote of the Board; provided, that following the initial Board term, the Chairperson of theBoard shall neither be the CEO Director nor be an employee of a Stockholder.
(g)
After the date of an Initial Public Offering and subject to the relevant rules of a
National Securities Exchange (or an established non-U.S. securities exchange on which theCommon Stock is listed following an Initial Public Offering), the parties hereto shall work together
in good faith and in consultation with the underwriters of the Initial Public Offering, if any, toenter into a customary nomination or other similar agreement with Apollo, Brigade, Nuveen and
Sculptor to memorialize the Director designation rights set forth herein.
(h)Notwithstanding anything to the contrary set forth herein, none of Apollo, Brigade,
Nuveen or Sculptor shall have the right to veto or object to the appointment or removal of any
Directors, except for with respect to their own appointed Director(s) and voting “no” with respect
to a proposed Selection Committee Director in accordance with the terms and conditions
applicable to Selection Committee Directors.
Section 2.02. Board Expenses. Any Director who is not an employee of the Corporation
shall be entitled to be paid such reasonable fees to be determined by a majority vote of the Board
in connection with such Director’s membership on the Board and, if approved by the Board, any
committee of the Board. In addition, each Director shall be entitled to reimbursement of his or her
reasonable and documented out-of-pocket expenses incurred by such Director in connection with17

his or her attendance at meetings of the Board or any committees thereof, and any such meetingsof the board of directors of any Corporate Entity and any committee thereof.
Section 2.03. Board Meetings.
(a)Regular meetings of the Board shall be held at such dates, times and places as theBoard shall from time to time determine. From and after the date hereof, attendance by a majorityof the total number of Directors then in office shall constitute a quorum for any meeting of theBoard, which majority shall include at least one (1) Apollo Director for so long as Apollo has theright to appoint a Director. If a quorum is not present within an hour of the time appointed for the
Board meeting, the Directors present may adjourn the Board meeting to a specified place and time
not less than two (2) Business Days or more than five (5) Business Days after the original date.
Notice of any adjourned meeting shall be given to all Directors. At any such adjourned meeting, amajority of the total number of Directors then in office shall constitute a quorum. Special meetingsof the Board may be called at any time by the Board, the Chairperson or by Stockholders that
beneficially own at least twenty-five percent (25%) of the Voting Power then outstanding by
delivering, or causing the Corporation to deliver, the notice required by Section 2.04. Each special
meeting shall be held at such date, time and place, as shall be fixed by the Board, the Chairpersonor Stockholders calling the meeting.
(b)
In the event that any Apollo Director entitled to vote is absent from a meeting of
the Board or if there is a vacancy in the Apollo Directors entitled to vote at any time when there is
at least one (1) Apollo Director entitled to vote (for example, if Apollo has only designated two(2) of four (4) Apollo Directors entitled to vote), then the vote of each of the absent and/or vacant
Apollo Directors entitled to vote may be voted by the Apollo Director that is entitled to vote andpresent at the applicable meeting (in a manner acceptable to the Apollo Director that is entitled tovote and present at the applicable meeting), and in such event any such absent and/or vacant Apollo
Director entitled to vote shall be counted as present in the determination of whether a quorum of
the Board exists.
Section 2.04. Notice of Meeting; Agenda. Each Director (by email or otherwise) shall begiven notice of the time, date and place of and the agenda for each meeting of the Board or any
committee thereof at least two (2) Business Days prior to such meeting, which required notice may
be waived by any Director in writing (which may be by email) before or after the meeting, andshall be deemed to be waived by a Director’s attendance at a meeting (unless solely for the purposeof objecting to the lack of required notice). Where exigent circumstances are deemed by the
Chairperson to exist, he or she may call a special meeting of the Board by notice given at least
twenty-four (24) hours prior to the meeting. The agenda for any meeting of the Board or committee
thereof shall include any matter requested to be included therein by any Director in advance of
circulation of such agenda or at the relevant meeting itself.
Section 2.05. Other Governing Document Provisions. Each Stockholder agrees to vote allof its Voting Shares or execute proxies or written consents, as the case may be, and to take all otheractions necessary, to ensure that the other Governing Documents (a) do not at any time conflictwith any provision of this Agreement and (b) permit each Stockholder to exercise the express
rights to which each such Stockholder is entitled under this Agreement.

18Section 2.06. Directors’ and Officers’ Insurance. The Corporation will purchase and willuse its reasonable best efforts to maintain director and officer liability insurance in such amounts
and such limits as reasonably determined by the Board on behalf of any Person who is or was amember of the Board against any claims asserted against him or her or incurred by him or her inany capacity as such, whether or not the Corporation would have the power to indemnify him or
her against that liability under any of the Governing Documents.
Section 2.07. No Liability for Board Designees. No Stockholder, nor any Affiliate of any
Stockholder, shall have any liability as a result of nominating or designating a Director for any act
or omission by such Director in his or her capacity as a Director.
Section 2.08. Board Committees. Composition of the committees of the Board shall be
determined by the Board; provided, however, that for so long as Apollo maintains its Director
designation rights in accordance with Section 2.01(a), Apollo shall have the right to appoint one
Director as a member of any committees established by the Board; provided, further, that nocommittee established pursuant to this Section 2.08 shall consist of a majority of Apollo Directorsthat are employed by Apollo. Notwithstanding anything to the contrary set forth herein, if the
purpose of such committee is to review and approve a Related Party Agreement (as defined below)
involving one of the nominating or designating parties, such nominating or designating party’s
Director shall not be represented on such committee.
Section 2.09. Related Party Transactions. The Corporation shall not, and as applicable,
shall not cause or permit any of its Subsidiaries to, enter, amend or renew an agreement,
arrangement or transaction with (a) any Affiliate of the Corporation (other than a wholly-owned
direct or indirect Subsidiary of the Corporation) or (b) any Person that constitutes a Significant
Holder or an Affiliate of such Person (each of the Persons described in clauses (a) and (b), a“Related Party” and any such agreement or transaction, a “Related Party Agreement”),
excluding (i) a transaction or series of related transactions involving less than two million dollars($2,000,000) in aggregate payments if made in the ordinary course of business and consistent withpast practice with a portfolio company of such Stockholder or its Affiliates and on an arm’s-length
basis and (ii) debt financings with respect to which all holders of Common Stock are offered theopportunity to participate on a pro rata basis on the same terms, and equity or equity-linked
financings offered in accordance with Section 5.01 hereof and Article XII of the Certificate ofIncorporation, in each case, unless such Related Party Agreement is (x) on an arm’s-length basisand (y) approved by a majority of the disinterested Directors that are not affiliated with, ordesignated by, the Related Party or any of its Affiliates or Related Funds (including, for the
avoidance of doubt, any fund employee Directors); provided, however, (I) that any issuance ofCorporation Securities in accordance with the terms of Article 5, other than any Excluded Issuancepursuant to clause (b), (d) or (e) under the definition of Excluded Issuances, shall be deemed not
to be a Related Party Agreement and (II) with respect to a Sale Transaction to a Related Party (the“Acquiring Related Party”), any Related Party Agreement with the Acquiring Related Party inconnection with such Sale Transaction shall be approved by the affirmative vote of Stockholders
with aggregate Voting Shares of greater than fifty percent (50%) of the total issued and outstanding
shares of Common Stock, exclusive of Voting Shares held by the Acquiring Related Party and its
Affiliates.
Section 2.10. Actions Requiring Stockholder Consent.
19

(a)As long as Apollo’s Ownership Percentage is at least twenty-five percent (25%),and prior to the consummation of a Qualified IPO, the Corporation shall not, and as applicable,
shall not cause or permit any of its Subsidiaries to, take any of the following actions without theapproval of Apollo, in its capacity as a Stockholder:(i)create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to any Indebtedness in excess of
one hundred million dollars ($100,000,000);(ii)
make distributions or pay dividends (whether in cash or in-kind) on any
outstanding Corporation Securities;(iii)

consummate a Sale Transaction; or(iv)
consummate any acquisition or disposition (whether of a sale of stock or
assets, disposition of assets, merger or consolidation) of the Corporation or any of its
Subsidiaries, in each case, in a transaction or series of related transactions involving total
consideration in excess of one hundred million dollars ($100,000,000).
(b)
As long as Apollo’s Ownership Percentage is at least twenty-five percent (25%),and prior to the consummation of a Qualified IPO, the Board shall in good faith consult with Apolloreasonably in advance of the termination or hiring of a Chief Executive Officer, and Apollo shallbe entitled to recommend candidates to the Board for consideration in connection with any hiring
process for a replacement Chief Executive Officer during such consultation period.
(c)Prior to the consummation of an Initial Public Offering, the Corporation shall not,and as applicable, shall not cause or permit any of its Subsidiaries to, take any of the following
actions without the approval of Stockholders holding at least seventy-five percent (75%) of theissued and outstanding shares of Common Stock (excluding Excluded Issuances):(i)
non-pro rata redemptions or reclassifications of the Capital Stock (otherthan any redemptions or repurchases made by departing employees or other services
providers); or(ii)
the declaration of distributions or dividends on the Capital Stock otherthan on a pro rata basis based on ownership of the Capital Stock.
(d)None of Apollo, Brigade, Nuveen or Sculptor shall have any veto or approval rightwith respect to the Corporation’s budget, business plan or strategic investments. Notwithstanding
the foregoing, the provisions of this Section 2.10(d) shall not limit the rights of Apollo, Brigade,
Nuveen or Sculptor with respect to any Director designation rights or any rights of their respective
Director designees to vote on the Corporation’s budget, business plan or strategic investments.
Section 2.11. Actions Requiring Special Board Consent. During the eighteen (18)month period following the Plan Effective Date, if the liquidity (including any lines of credit) of
the Corporation is greater than $450,000,000, subject to the terms and conditions of thisAgreement, including without limitation, Section 2.09 and Section 5.01, the Corporation may
issue Common Stock or any other Corporation Security only upon the approval of a majority of20

the Independent Directors, except for issuances or sales of any Corporation Securities pursuant toa Management Incentive Plan and any other employee benefits or similar employee ormanagement equity incentive plans or arrangements of the Corporation or any other Corporate
Entity.
ARTICLE 3
INITIAL PUBLIC OFFERING; STRATEGIC ALTERNATIVES
Section 3.01. Initial Public Offering. Following the twenty-four (24) month anniversaryof the Plan Effective Date, the Board shall take commercially reasonable efforts to commence a
process to confidentially evaluate and consider the undertaking of an Initial Public Offering.
Section 3.02. Strategic Alternatives. At any time following the fourth anniversary of thePlan Effective Date, one or more Stockholders collectively holding at least a majority of the total
issued and outstanding shares of Common Stock (excluding Excluded Issuances) shall have theright to elect to cause the Board to undertake a process to confidentially consider strategic
alternatives for the business of the Corporation that would provide liquidity to the holders ofCommon Stock, including retaining financial, legal and other advisors to evaluate such alternatives(“Strategic Alternatives”), subject to the following exceptions:(a)
In no event shall any Stockholder in connection with any such Strategic Alternative
be required to sell its shares of Common Stock in a secondary offering (if the Strategic Alternative
is an IPO).
(b)
In the event such Strategic Alternative is structured as a direct listing or primaryoffering Initial Public Offering, such Strategic Alternative shall be subject to approval by the
Board.
(c)In the event such election occurs after the fourth anniversary of the Plan Effective
Date but prior to the fifth anniversary of the Plan Effective Date, the Board may elect to delay an
Initial Public Offering in its business judgment during such period.
ARTICLE 4
TAG-ALONG RIGHTS
Section 4.01. Tag-Along Rights.
(a)Subject to the other provisions of this Section 4.01 (including Section 4.01(j)), if
any Stockholder (together with any of its Affiliates and Related Funds) proposes to Transfer to a
Third Party shares of Common Stock (excluding, for purposes of this calculation, any shares ofCommon Stock issued or issuable pursuant to a Management Incentive Plan) representing twenty
percent (20%) or more of the then-outstanding shares of Common Stock (i) in a single transaction
or series of related transactions or (ii) as part of the same disposition plan (including if acting inconcert with other holders) (such holder or holders acting together, collectively, the “Tag-Along
Sellers” and such Transfer, the “Tag-Along Transfer”), then each Significant Holder shall havethe right to exercise tag-along rights in accordance with the terms and conditions set forth herein(any such Stockholder, a “Tag-Along Offeree”).
21

(b)The Tag-Along Sellers shall promptly give notice to the Corporation, and the
Corporation shall, to the extent reasonably practicable, promptly give or cause to give noticepursuant to Section 8.02 (the “Tag-Along Notice”) to each Tag-Along Offeree, at least ten (10)Business Days prior to the consummation of the proposed Tag-Along Transfer. The Tag-Along
Notice shall set forth the number of shares of Common Stock proposed to be Transferred, the nameof the proposed Transferees, the proposed purchase price for each share of Common Stock (the“Tag-Along Per Share Consideration”), and any other material terms and conditions of the TagAlong Transfer, including an acknowledgment that any required prior approvals of the Tag-AlongTransfer must be sought and obtained prior to the closing of the Tag-Along Transfer and the formof the proposed transfer agreement, if any.
(c)Each Tag-Along Offeree shall have a period of ten (10) Business Days from thedate of delivery of the Tag-Along Notice within which to elect to sell up to its Tag-Along Pro Rata
Portion of shares of Common Stock for the same form and amount of consideration per share as
the Tag-Along Per Share Consideration in connection with such Tag-Along Transfer. Any TagAlong Offeree may exercise such right by delivery of an irrevocable written notice to the TagAlong Sellers and the Corporation specifying the number of shares of Common Stock such TagAlong Offeree desires to include in the Tag-Along Transfer (any such Tag-Along Offeree
exercising such rights, a “Tagging Stockholder”) and wire transfer or other instructions forpayment of any consideration for the shares of Common Stock. Unless the proposed Transferee
agrees to purchase all of the shares of Common Stock proposed to be Transferred by the TagAlong Sellers and the Tagging Stockholders, then the total number of shares of Common Stockproposed to be Transferred by the Tag-Along Sellers and Tagging Stockholders in such Tag-AlongTransfer shall be reduced by recalculating the allocation on a pro rata basis set forth in thisparagraph assuming such smaller number of shares of Common Stock is to be Transferred.
(d)
If (i) any Stockholder other than the Tag-Along Sellers declines to exercise its tagalong rights or (ii) any Tagging Stockholder elects to exercise its tag-along rights with respect toless than such Tagging Stockholder’s Tag-Along Pro Rata Portion (the number of shares ofCommon Stock underlying any such unexercised Tag-Along Pro Rata Portion in (i) and (ii), an“Unexercised Tag-Along Portion”), the Tag-Along Sellers shall promptly notify those Tagging
Stockholders who have exercised their tag-along rights with respect to their full Tag-Along Pro
Rata Portion. Each such Tagging Stockholder and Tag-Along Seller shall then be entitled toTransfer an additional number of its shares of Common Stock equal in aggregate to theUnexercised Tag-Along Portion and shall have a period of two (2) Business Days from the date ofdelivery of such notice within which to elect to exercise such Transfer. The Unexercised TagAlong Portion shall be allocated, if necessary, among each such Tagging Stockholder and TagAlong Seller, by multiplying the Unexercised Tag-Along Portion by a fraction the numerator ofwhich is the number of shares of Common Stock owned by such Tagging Stockholder (or TagAlong Seller, as the case may be), and the denominator of which is the aggregate number of sharesof Common Stock owned by the Tag-Along Sellers and all such Tagging Stockholders thatexercise their tag-along rights with respect to the Unexercised Tag-Along Portion. The Tag-Along
Sellers shall continue to offer and allocate any such Unexercised Tag-Along Portions inaccordance with the procedure set forth in the preceding sentence, until the time at which one ormore Stockholders have exercised their tag-along rights with respect to the entirety of such
Unexercised Tag-Along Portions. For each such successive notice, such Tagging Stockholder and
Tag-Along Seller shall have a period of two (2) Business Days from the date of delivery of such22

notice within which to elect to exercise such right to Transfer. If, after following such procedure,
any Unexercised Tag-Along Portion remains outstanding and no Tagging Stockholder wishes tofurther exercise its tag-along rights in respect thereof, then the Tag-Along Seller shall be entitled
to Transfer a further number of its shares of Common Stock equal to the Unexercised Tag-Along
Portion.
(e)

Each Tagging Stockholder shall agree:(i)to make the same representations and warranties to the Transferees withrespect to itself and related items as the Tag-Along Sellers make with respect to themselves
and related items in connection with the Tag-Along Transfer;(ii)
to the same covenants, indemnities and agreements with respect to itself andrelated items as agreed by the Tag-Along Sellers with respect to themselves and related
items in connection with the Tag-Along Transfer; and(iii)
to the same terms and conditions to the Transfer of shares of Common Stockas the Tag-Along Sellers agree (including bearing their proportionate share of any escrows,
holdbacks or adjustments in purchase price);provided, however, that with respect to the immediately preceding clauses (i), (ii) and (iii),
all such representations, warranties, covenants, indemnities, agreements, terms andconditions must be customary for Transfers of such kind unless otherwise agreed to by
Tagging Stockholders holding a majority of the Voting Power then held by all Tagging
Stockholders. Such representations, warranties, covenants, indemnities, agreements, terms
and conditions shall not include (i) any non-compete obligations on a Tagging Stockholderor (ii) any non-solicit obligations on a Tagging Stockholder unless such non-solicit
obligation is required to consummate the Tag-Along Transfer. Such non-solicit obligations
shall only apply to the Tagging Stockholder and shall in no event obligate any other parties,
including such Tagging Stockholder’s Affiliates and Related Funds. All such
representations, warranties, covenants, indemnities, agreements, terms and conditions shallbe made by each Tagging Stockholder and Tag-Along Seller severally and neither jointly
nor jointly and severally.
(f)
If at the end of a 45-day period after delivery of such Tag-Along Notice (which 45day period shall be extended if any of the transactions contemplated by the Tag-Along Notice aresubject to required Governmental Approvals until the expiration of five (5) Business Days after all
such Governmental Approvals have been received, but in no event later than one hundred twenty(120) days following receipt of the Tag-Along Notice by the Tag-Along Sellers), the Tag-Along
Sellers have not completed the Transfer of all shares of Common Stock proposed to be sold by the
Tag-Along Sellers and all Tagging Stockholders on substantially the same terms and conditions
set forth in the Tag-Along Notice, then the Tag-Along Sellers shall (i) return to each Tagging
Stockholder the instruments of transfer, limited power-of-attorney and all certificates and otherapplicable instruments representing the shares of Common Stock that such Tagging Stockholder
delivered for Transfer pursuant to this Section 4.01 and any other documents in the possession of
the Tag-Along Sellers executed by the Tagging Stockholders in connection with the proposed Tag-

23

Along Transfer and (ii) all the restrictions on Transfer contained in this Agreement or otherwise
applicable at such time with respect to such shares of Common Stock shall continue in effect.
(g)
Promptly after the consummation of the Tag-Along Transfer, the Tag-Along Sellers
shall (i) notify each Tagging Stockholder thereof, (ii) remit to each Tagging Stockholder the total
consideration for the shares of Common Stock that such Tagging Stockholder Transferred pursuant
thereto less such Tagging Stockholder’s pro rata share of any escrows, holdbacks or adjustmentsin purchase price and any transaction expenses as determined in accordance with this Section 4.01,
with the cash portion of the purchase price paid by wire transfer of immediately available funds inaccordance with the wire transfer instructions provided by such Tagging Stockholder and (iii)furnish such other evidence of the completion and the date of completion of such Transfer and theterms thereof as may be reasonably requested by such Tagging Stockholder. The Tag-Along
Sellers shall promptly remit to each Tagging Stockholder any additional consideration payable
upon the release of any escrows, holdbacks or adjustments in purchase price.
(h)Upon the consummation of such Tag-Along Transfer, (i) all of the Tagging
Stockholders participating therein will receive the same form and amount of consideration in
respect of each share of Common Stock sold by them in such Tag-Along Transfer; provided,
however, that in no event shall any consideration for any financial services, such as placement ortransaction fees, investment banking or investment advisory fees payable to the Tag-Along Sellers,as the case may be, or any related Person in connection with such transaction (provided that any
such agreement shall have been approved as provided in Section 2.09), be included in the amountof consideration and (ii) if any Tagging Stockholders are given an option as to the form and amountof consideration to be received, all Tagging Stockholders participating therein will be given thesame option.
(i)
If a Stockholder purports to sell any shares of Common Stock in contravention ofthis Section 4.01 (a “Prohibited Transfer”), each other Stockholder who desires to exercise tagalong rights in accordance with the terms and conditions set forth in this Section 4.01 may, in
addition to such remedies as may be available by Law, in equity or hereunder, require the selling
Stockholder to purchase from such Stockholder the type and number of shares of Common Stockthat such Stockholder would have been entitled to sell in a Tag-Along Transfer had the Prohibited
Transfer been effected in compliance with the terms of this Section 4.01. The sale will be made on
the same terms, including, without limitation, as provided in Section 4.01(h), as applicable, andsubject to the same conditions as would have applied had the selling Stockholder not made theProhibited Transfer. Such sale (including, without limitation, the delivery of the purchase price)must be made within ninety (90) days after such Stockholder learns of the Prohibited Transfer.
The selling Stockholder shall also reimburse each participating Stockholder for any and all
reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees andexpenses, incurred pursuant to the exercise or the attempted exercise of the participating
Stockholder’s rights under this Section 4.01.
(j)
The Corporation shall, and shall use its commercially reasonable efforts to cause
its officers, employees, agents, contractors and others under its control to, cooperate and assist in
any proposed Tag-Along Transfer and not to take any action which might impede, be prejudicial
to or be inconsistent with, any such Tag-Along Transfer.
24

(k)Except as set forth in Section 4.01(i), each Tagging Stockholder shall be
responsible for its pro rata share (based on proceeds received in the proposed Tag-Along Transfer)of the costs and expenses incurred by the Tag-Along Sellers in connection with the Tag-AlongTransfer for the benefit of all Tagging Stockholders to the extent not paid or reimbursed by the
Corporation or the Third Party purchaser, unless otherwise mutually agreed by the Tag-Along
Sellers.
(l)
The provisions of this Section 4.01 shall not apply to Transfers by Stockholders totheir Affiliates and Related Funds.
ARTICLE 5
PREEMPTIVE RIGHTS
Section 5.01. Preemptive Rights.
(a)
On the terms and subject to the conditions of this Article 5 and applicable Law,
prior to an Initial Public Offering, if the Corporation or any other Corporate Entity proposes tooffer, sell or issue any Corporation Securities, in each case, except for any Excluded Issuance(collectively, the “Preemptive Shares”), then the Corporation shall, or shall cause such Corporate
Entity to, give each Rights Holder pursuant to Section 8.02, written notice of such proposed
issuance at least ten (10) Business Days prior to the proposed issuance date (an “Issuance
Notice”). The Issuance Notice shall specify the number of Preemptive Shares and the price (or agood faith estimate or range of estimates of the price if the final price is not then determinable) at
which such Preemptive Shares are proposed to be issued and the other material terms andconditions of such Preemptive Shares and of the issuance, including the proposed issuance date.
Each Rights Holder shall be entitled to purchase, at the price and on the other terms and conditions
specified in the Issuance Notice, up to a number of Preemptive Shares equal to its pro rata portion
which shall be calculated as (i) the number of Preemptive Shares proposed to be issued by the
Corporation multiplied by (ii) the Ownership Percentage of such Rights Holder as of immediately
prior to the proposed issuance; provided that if a range is provided in the Issuance Notice theneach Rights Holder shall be entitled to condition such participation upon the final price being
within such specified price range. A Rights Holder may, in its sole discretion, allocate its right topurchase its portion of the Preemptive Shares among its Affiliates and Related Funds, including
any funds managed by such Rights Holder or its Affiliates.
(b)
A Rights Holder may exercise its right to purchase its pro rata portion of thePreemptive Shares by delivering written notice of its election to purchase such Preemptive Sharesat the price and on the terms and conditions specified in the Issuance Notice to the Corporation
within five (5) Business Days after receipt of the Issuance Notice. If, at the end of such five (5)Business Day period, any Rights Holder has not exercised its right to purchase any of its pro rata
portion of such Preemptive Shares by delivering such notice, such Rights Holder shall be deemed
to have waived all of its rights under this Article 5 with respect to the purchase of such Preemptive
Shares specified in the applicable Issuance Notice.
(c)
If any of the Rights Holders fails to exercise its right to purchase its pro rata portionof the Preemptive Shares, or elects to exercise such rights with respect to less than such Rights
Holder’s pro rata portion of the Preemptive Shares, the Corporation shall offer to sell to the Rights
25

Holders that have elected to purchase all of their pro rata portion of the Preemptive Shares any
Preemptive Shares not purchased by other Rights Holders pro rata and at the same price and on
the same terms as those specified in the Issuance Notice. Such Rights Holders shall have the rightto acquire all or any portion of such additional Preemptive Shares within five (5) Business Days
following the Corporation’s notice of such additional Preemptive Shares.
(d)Subject to compliance with this Article 5, the Corporation shall have ninety (90)days after the date of the Issuance Notice to consummate the proposed issuance of any or all ofsuch Preemptive Shares that the applicable Rights Holders have elected not to purchase at the same(or higher) price and upon such other terms and conditions that, taken as a whole, are not materiallyless favorable to the Corporation than those specified in the Issuance Notice; provided that, if such
issuance is subject to Governmental Approvals, such 90-day period shall be extended until the
expiration of five (5) Business Days after all such Governmental Approvals have been received,
but in no event to later than one hundred eighty (180) days after the date of the Issuance Notice. If
the Board proposes to issue any Preemptive Shares after such 90-day period (or 180-day period, if
applicable) or during such 90-day period (or 180-day period, if applicable) at a lower price or onsuch other terms that are, taken as a whole, materially less favorable to the Corporation, it shallagain comply with the procedures set forth in this Article 5.
(e)
The closing of any issuance of Preemptive Shares to the Rights Holders pursuant
to this Article 5 shall take place at the time and in the manner provided in the Issuance Notice;provided, however, that any required Governmental Approvals have first been obtained.
(f)Notwithstanding anything to the contrary set forth herein, a Rights Holder shall not
be entitled to purchase Preemptive Shares unless (i) such Rights Holder is an “accredited investor”
as defined in Regulation D promulgated under the Securities Act (each, an “Accredited Investor”)
and (ii) an exemption from registration or qualification under any state Securities Laws or foreign
Securities Laws applicable to the issuance of the Preemptive Shares would be available.
(g)
Notwithstanding anything to the contrary contained herein, but subject tocompliance with Section 2.09, if the Board, acting in good faith, determines, whose determination
shall be conclusive, that it would be in the best interests of the Corporation to issue Preemptive
Shares that would otherwise be required to be offered in compliance with the provisions of this
Article 5, the Corporation may, in order to expedite the issuance of the Preemptive Shares, issue
all of the Preemptive Shares to one or more prospective buyers (the “Accelerated Acquirer”),
without complying with the provisions of this Article 5, provided that within sixty (60) days after
the occurrence of such issuance, the Corporation shall provide to each Rights Holder: (i) written
notice of such issuance (an “Accelerated Issuance Notice”) and (ii) the right to purchase such
Rights Holder’s pro rata portion of the Preemptive Shares that such Rights Holder would havebeen entitled to purchase, pursuant to the procedures set forth in this Article 5, had this Section
5.01(g) not been invoked. A Rights Holder may exercise its right to purchase its pro rata portionof the Preemptive Shares offered pursuant to this Section 5.01(g) by delivering written notice of
its election to purchase such Preemptive Shares at the price and on the terms and conditions
specified in the Accelerated Issuance Notice to the Corporation within ten (10) Business Days after
receipt of the Accelerated Issuance Notice. If one or more Rights Holders exercises its right tomake a purchase under this Section 5.01(g), the Corporation shall give effect to each such exerciseby (x) requiring that the Accelerated Acquirer (in which case the Accelerated Acquirer hereby26agrees to) Transfer a portion of its Preemptive Shares to such Rights Holders, (y) issuing additional
Preemptive Shares to such Rights Holders or (z) a combination of (x) and (y), so long as suchaction effectively provides such Rights Holders with the same amount of Preemptive Shares andresulting Ownership Percentage, on the same terms and conditions as such Preemptive Shares were
issued to the Accelerated Acquirer, that such Rights Holders would have been entitled to purchase,
pursuant to the procedures set forth in this Article 5, had this Section 5.01(g) not been invoked.
Section 5.02. Excluded Issuances. The preemptive rights under this Article 5 shall not
apply to the following (each of the following, an “Excluded Issuance”):(a)(i) issuances or sales of any Corporation Securities to employees, officers, directors,
managers or consultants of the Corporation or any other Corporate Entity pursuant to a
Management Incentive Plan and (ii) any other employee benefits or similar employee ormanagement equity incentive plans or arrangements of the Corporation or any other Corporate
Entity, including offer letters, employment agreements, consulting agreements or appointment
letters that in the case of this clause (ii) have been approved in accordance with Article 2 hereof;(b)issuances or sales in a bona fide joint venture, merger or reorganization of the
Corporation or any other Corporate Entity with or into another Person or a bona fide acquisitionby the Corporation or any other Corporate Entity of another Person or substantially all of the assetsof another Person or a strategic partnership or other similar relationship (in each case, other thanwith a Stockholder or any of its Affiliates);(c)issuances to a Person or such Person’s Affiliate in exchange of debt or debt
Securities for previously existing Securities of the Corporation held by such Person or such
Person’s Affiliate;(d)issuances pursuant to any syndication or offering of debt, or any financing,refinancing, amendment or modification of debt (so long as not directed toward existing
Stockholders or any of their Affiliates);(e)issuances pursuant to any private placement of warrants or other Security topurchase any form of equity interests in the Corporation on an arm’s-length basis as part of a debt
financing to the Corporation or its Subsidiaries by non-Affiliated (to the Company or any of its
Subsidiaries) third party lenders to the extent that any of the following conditions are satisfied: (i)any participation by a Stockholder or Affiliate of any such Stockholder is through an ordinary
course syndication or offering process, (ii) the issuance of Securities of the Corporation to allparticipants in such debt financings (including any series of debt financings) is less than, in theaggregate of all such debt financings, twenty percent (20%) of the issued and outstanding Capital
Stock of the Corporation as of the date hereof or (iii) the debt financing is offered to all holders ofCommon Stock to participate on a pro rata basis on the same financing terms in accordance withthe procedures of Section 5.01 as if such procedures applied to offerings of debt;(f)issuances by the Corporation or a direct or indirect wholly-owned Subsidiary of the
Corporation to another direct or indirect wholly-owned Subsidiary of the Corporation;

27

(g)
issuances as a dividend or upon any stock split, reclassification, recapitalization,exchange or readjustment of Corporation Securities, or other similar transaction (in each case, on
a pro rata basis);(h)issuances or sales of any Corporation Securities or other equity Security of any of
the Corporation’s Subsidiaries in a Qualified IPO and pursuant to any Public Offering following a
Qualified IPO;(i)issuances upon the conversion or exercise of any Corporation Securities which
Corporation Securities were (i) outstanding on the date hereof or (ii) issued in compliance with theterms and conditions of this Article 5; or(j)
the issuances of the shares of Common Stock to the Stockholders contemplated by
the Plan and the Definitive Documents (as defined in the Restructuring Support Agreement) on
the Plan Effective Date.
ARTICLE 6
INFORMATION RIGHTS; DELIVERY OF INFORMATION
Section 6.01. Information Rights. At all times when the Corporation is not required to filereports under Section 13 or Section 15(d) of the Exchange Act, then, subject to Section 7.01, theCorporation shall provide the following information (1) to each Stockholder that is not aCompetitor and (2) to any bona fide prospective purchasers of shares of Common Stock that is not
a Competitor, requests such information, and acknowledges its confidentiality obligations in
respect of such information and agrees to abide by the terms of this Agreement related to
Confidential Information (as defined below):(a)
all financial information provided to, or that is required to be provided to, lenders
under the Exit ABL Facility Credit Agreement in effect on the date of this Agreement and the Exit
Term Loan Facility Credit Agreement in effect on the date of this Agreement, with suchinformation rights surviving the repayment, refinancing or termination of such debt facilities; and(b)
the information required pursuant to Rule 144(c)(2), Rule 144A(d)(4) and Section
4(d)(3) under the Securities Act, or such other information necessary to allow Stockholders to relyon Rule 144, Rule 144A and Section 4(a)(7) of the Securities Act (or any applicable successor
provisions).
Notwithstanding anything to the contrary in this Section 6.01, any Stockholder may elect not toreceive the information described in this Section 6.01 by written notice to the Corporation at any
time, and such election shall remain in effect until such Stockholder elects to again receive theinformation described in this Section 6.01.
Section 6.02. Delivery of Information; Confidentiality.
(a)Documents and information required to be delivered pursuant to Section 6.01 may
be delivered electronically and if so delivered, shall be deemed to have been delivered on the dateon which such documents are posted on Intralinks or another similar password-protected data site(the “Data Site”) to which each Person that is entitled to information pursuant to Section 6.01(a)28shall have access; provided, however, for the avoidance of doubt, no Competitor shall be given
access to the Data Site. As a condition to gaining access to the information posted on the Data Site,
Persons shall be required to “click through” or take other affirmative action pursuant to which such
Persons shall either (i) confirm and ratify that it is a party to, and bound by all of the terms andprovisions of, this Agreement or (ii) if it is not a holder of Common Stock, acknowledge its
confidentiality obligations in respect of such information.
(b)
Each Stockholder shall at all times, except as otherwise required by applicable Law,
keep confidential all information provided under this Article 6 pursuant to the confidentiality
provisions contained in Section 7.01 and all such information shall be deemed to be Confidential
Information.
ARTICLE 7
CERTAIN COVENANTS AND AGREEMENTS
Section 7.01. Confidentiality.
(a)
Each Stockholder acknowledges and agrees that without the prior written consent
of the Corporation:(i)
any information (A) provided to any Stockholder by the Corporation
pursuant to this Agreement, including, pursuant to an employee serving as a Director or
any information rights under Article 6, (B) disclosed by the Corporation pursuant to Article
6 and (C) regarding each of the Corporation and the other Corporate Entities, including
their business, affairs, financial information, operating practices and methods, customers,
suppliers, expansion plans, strategic plans, marketing plans, contracts and other businessdocuments obtained by a Stockholder from or on behalf of the Corporation or the other
Corporate Entities (collectively, “Confidential Information”) will be kept confidential,
and will not be disclosed to any Person, except that Confidential Information may bedisclosed:(1)

to such Stockholder’s members, shareholders, managers, directors, officers,
employees, representatives, Affiliates, advisors and agents (collectively,“Representatives”) in the normal course of the performance of their duties
or to any financial institution providing credit to such Stockholder, so longas such Person is advised of the confidential nature of such information andagrees to be bound by confidentiality obligations at least as protective as theprovisions hereof;(2)

to any limited partner or other investor in such Stockholder, its Affiliates orRelated Funds, so long as such Person is advised of the confidential natureof such information and agrees to be bound by confidentiality obligationsat least as protective as the provisions hereof;(3)

to the extent required by applicable Law, rule or regulation (including
complying with any oral or written questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process to which a Stockholder is subject; provided that such Stockholder
29agrees to give the Corporation prompt notice of such request(s), to the extent
practicable, so that the Corporation may seek an appropriate protective
order or similar relief (and the Stockholder shall use its reasonable best
efforts, at the Corporation’s expense, to cooperate with such efforts by the
Corporation));(4)

to any Person to whom such Stockholder is contemplating a Transfer ofCorporation Securities; provided, however, that such Transfer would not bein violation of the provisions of this Agreement and such potential
Transferee is advised of the confidential nature of such information andagrees to be bound by confidentiality obligations at least as protective as theprovisions hereof;(5)

to any regulatory authority or rating agency to which the Stockholder or anyof its Affiliates is subject or with which it has regular dealings; provided
that such authority or agency is advised of the confidential nature of suchinformation;(6)

to the extent related to the tax treatment and tax structure of the transactions
contemplated by this Agreement (including all materials of any kind, suchas opinions or other tax analyses that the Corporation, its Affiliates or its
Representatives have provided to such Stockholder relating to such tax
treatment and tax structure); provided that the foregoing does not constitutean authorization to disclose the identity of any existing or future party to thetransactions contemplated by this Agreement or their Affiliates orRepresentatives, or, except to the extent relating to such tax structure or tax
treatment, any specific pricing terms or commercial or financial
information; or(7)

if the prior written consent of the Board shall have been obtained.

(b)
Notwithstanding Section 7.01(a), “Confidential Information” shall not include
information that: (i) is or becomes generally available to the public other than as a result of adisclosure by the Stockholders in violation of this Section 7.01; (ii) was available to the
Stockholder on a non-confidential basis prior to its disclosure by the Corporation or its
Representatives; (iii) becomes available to the Stockholder on a non-confidential basis from a
Person other than the Corporation and the Corporate Entities or their respective Representatives
who is not known by the Stockholder to have violated a confidentiality agreement with the
Corporation or the other Corporate Entities or any of their respective Representatives in respect ofsuch information; or (iv) was independently developed by the Stockholder without reference to or
use of such information;(c)
A Stockholder shall not be required to receive Confidential Information and may
decline to receive information provided pursuant to Article 6 that constitutes Confidential
Information.

30

Section 7.02. Irrevocable Proxy and Power of Attorney. Each Stockholder hereby
constitutes and appoints as the proxies of such Stockholder and hereby grants a power of attorney
to the Board and any designee of the Board (who may be a Director or an officer of the
Corporation), and hereby grants each of them with full power of substitution, not generally but
only with respect to the election or removal of Persons as members of the Board in accordancewith Article 2 and all matters relating to any tag-along rights pursuant to Article 4, and hereby
authorizes each of them to represent and vote, if and only if the Stockholder (a) fails to vote or (b)attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent
with the terms of this Agreement, all of such Stockholder’s Voting Shares in accordance with theterms and provisions of this Agreement. Each of the proxy and power of attorney granted pursuant
to the immediately preceding sentence is given in consideration of the agreements and covenantsof the Corporation and the Stockholders in connection with the transactions contemplated by thisAgreement and, as such, each is coupled with an interest and shall be irrevocable unless and until
this Agreement terminates or expires pursuant to Section 8.04. Each party hereto hereby revokes
any and all previous proxies or powers of attorney with respect to the Voting Shares and shall nothereafter, unless and until this Agreement terminates or expires pursuant to Section 8.04, purport
to grant any other proxy or power of attorney with respect to any of the Voting Shares, deposit anyof its Voting Shares into a voting trust or enter into any agreement (other than this Agreement),arrangement or understanding with any other Person, directly or indirectly, to vote, grant any proxyor give instructions with respect to the voting of any of the Voting Shares, in each case, withrespect to any of the matters set forth herein. Notwithstanding the foregoing, the provisions of thisSection 7.02 shall not prevent a Stockholder from Transferring its Capital Stock so long as such
Transfer complies with the provisions of the Governing Documents, including Section 7.03.
Section 7.03. Transfer Restrictions; Permitted Transferees.
(a)
In addition to any other transfer restriction set forth in the Governing Documents,
each Stockholder agrees that it shall not Transfer any of its Corporation Securities at any time ifsuch Transfer: (i) is to a Person who is not an original party to this Agreement and has not becomea party to this Agreement by executing and delivering a Joinder to this Agreement and theRegistration Rights Agreement (subject to Section 7.03(e)); (ii) is to a Competitor; (iii) such
Transfer does not or would not comply with U.S. federal or state Securities Laws or otherapplicable Securities Law, including without limitation such Securities Laws as applied to
Affiliates of the Company; (iv) is prohibited pursuant to Section 7.03(b); (v) would, individuallyor together with other concurrently proposed Transfers, cause the Corporation to be regarded as
an “investment company” under the Investment Company Act; or (vi) if applicable, would not becompliant with Article 4; provided, however, that with respect to the immediately precedingclauses (i), (ii), (iv), (v) and (vi), an otherwise prohibited Transfer shall be permitted if a majorityof the disinterested members of the Board approve such Transfer. Any Transfer or attempted
Transfer in violation of the provisions of this Section 7.03(a) shall be null and void ab initio and
the Corporation (x) shall not register or effect such Transfer, (y) may institute legal proceedings
to force rescission of such Transfer and (z) may seek any other remedy available to it at Law, inequity or otherwise, including an injunction prohibiting such Transfer.
(b)
Until the Corporation otherwise becomes obligated to file reports under Section 13
or Section 15(d) of the Exchange Act or upon receipt of prior written approval from the Board, no
Stockholder shall Transfer any of such Stockholder’s shares of Common Stock to any other Person31

to the extent such Transfer would cause the Corporation to have, including as a result of passageof time and giving effect to the exercisable or conversion of any Corporation Securities that areconvertible into or exchangeable for Common Stock, in excess of 1,950 Stockholders of record (orfour-hundred-fifty (450) or more Stockholders of record who are not Accredited Investors),
calculated in accordance with Section 12(g) of the Exchange Act (or fifty (50) fewer than suchother numbers of Stockholders of record or shareholders as may subsequently be set forth in
Section 12(g), or any successor provision, from time to time of the Exchange Act, as the minimum
number of Stockholders of record or shareholders for a class of Capital Stock that would require
the Company to register such class of Capital Stock under Section 12 of the Exchange Act). The
Corporation and any transfer agent for the shares of Common Stock shall be entitled to enforce
this provision (including denying any requested Transfer). The Corporation and any transfer agent
for the shares of Common Stock shall determine the number of Stockholders of record from time
to time in consultation with the Corporation’s counsel in order to give full effect to the restriction
set forth in this Section 7.03(b). For the avoidance of doubt, any Stockholder may Transfer any
or all of such Stockholder’s shares of Common Stock in any Public Offering without complying
with this Section 7.03(b).
(c)
In accordance with the Plan and/or the Confirmation Order, all initial holders ofshares of Common Stock shall be deemed to be party to this Agreement, in privity of contract withthe other parties to this Agreement, and be bound hereby, whether their ownership is recorded ina register maintained with the Corporation’s transfer agent or through the facilities of DTC,
without the need to execute a signature page to this Agreement. No purported Transfer of sharesof Common Stock by any Stockholder to any other Person that is not a Stockholder shall beeffective unless and until such Person has delivered to the Corporation an executed Joinder (itbeing understood that the failure of a transferee to so execute a Joinder will not invalidate anytransfer occurring through DTC but the fact that such transfer occurring through DTC is notinvalidated will not relieve the transferor from liability for breach for failing to require thetransferee to execute a Joinder). It is acknowledged and agreed that the fact that any Stockholder
is a “beneficial owner” rather than a “record holder” will not diminish its rights and obligations
hereunder.
(d)
Prior to effectuating any Transfer of Corporation Securities, the Stockholder
proposing to make such Transfer shall deliver to the Corporation:(i)the transfer certificate a form of which is attached hereto as Exhibit B;(ii)such information as the Corporation may reasonably request in order for the
Corporation to determine in good faith that the proposed Transfer will be made incompliance with Section 7.03(a) (including information, opinions of counsel or othercertifications used to determine whether any Person to whom the proposed Transfer is to
be made is not a Competitor and such Transfer complies with U.S. federal or state
Securities Laws or other applicable Securities Law); and(iii)
request.

such information as the Corporation’s transfer agent may reasonably

32

(e)
Unless otherwise approved by the Board, no issuance of Capital Stock to any
Person by the Corporation shall be effective unless such Person has delivered to the Corporation a
Joinder, pursuant to which such Person agrees to be bound by the terms and conditions of thisAgreement as if an original party hereto. Any issuance or attempted issuance in violation of thisSection 7.03(e) shall be null and void ab initio and the Corporation (i) shall not register or effectsuch issuance, (ii) may institute legal proceedings to force rescission of such issuance and (iii) may
seek any other remedy available to it at Law, in equity or otherwise, including an injunction
prohibiting such issuance.
(f)Notwithstanding anything contained herein to the contrary, each Stockholder may
Transfer its Corporation Securities to any of its Affiliates without restriction, subject to compliancewith U.S. federal or state Securities Laws or other applicable Securities Law, so long as such
Transferee agrees to become a party to this Agreement by executing and delivering a Joinder(subject to Section 7.03(e)).
(g)
Legends. All certificates (if any) or book-entry accounts and related statements
representing or otherwise evidencing shares of Common Stock shall conspicuously bear theapplicable legends set forth below, with such changes as the Board, in its discretion, deems to benecessary and appropriate, and any other legends required by the Governing Documents. Each
Stockholder shall be deemed to have actual knowledge of the terms, provisions, restrictions andconditions set forth in the Governing Documents and this Agreement (including the restrictions on
Transfer set forth in this Section 7.03), whether or not any certificate or book-entry accounts andrelated statements representing or otherwise evidencing shares of Common Stock owned or heldby such Stockholder bear the legends set forth below and whether or not any such Stockholder
received a separate notice of such terms, provisions, restrictions and conditions.
(i)Each certificate, if any, and related statements representing or otherwise
evidencing shares of Common Stock issued under the Plan in reliance on the Securities Act
exemption provided by Section 1145 of the Bankruptcy Code shall include a legend
substantially to the following effect:“THE SECURITIES ARE SUBJECT TO THE PROVISIONS OF THE
STOCKHOLDERS’ AGREEMENT OF AVAYA HOLDINGS CORP. (THE“COMPANY”), DATED AS OF MAY 1, 2023, INCLUDING RESTRICTIONS ON
TRANSFER. THE SECURITIES ARE TRANSFERABLE ONLY IN ACCORDANCEWITH THE PROVISIONS OF THE STOCKHOLDERS’ AGREEMENT, AND ALL
HOLDERS OF SECURITIES OF THE COMPANY (WHETHER ACQUIRED UPONISSUANCE OR TRANSFER) SHALL BE, AND BE DEEMED TO BE, A PARTY TO
AND BOUND BY SUCH AGREEMENT. A COPY OF THE STOCKHOLDERS’
AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO
THE HOLDER HEREOF UPON WRITTEN REQUEST.”(ii)
Each certificate, if any, or book-entry accounts and related statements
representing or otherwise evidencing shares of Common Stock issued in reliance on the
Securities Act exemption provided by Section 4(a)(2) of the Securities Act shall include alegend substantially to the following effect:

33

“THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][STATEMENT]WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIESLAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES ARE
ALSO SUBJECT TO THE PROVISIONS OF THE STOCKHOLDERS’ AGREEMENT
OF AVAYA HOLDINGS CORP. (THE “COMPANY”), DATED AS OF MAY 1, 2023,
INCLUDING RESTRICTIONS ON TRANSFER. THE SECURITIES ARE
TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE
STOCKHOLDERS’ AGREEMENT, AND ALL HOLDERS OF SECURITIES OF THE
COMPANY (WHETHER ACQUIRED UPON ISSUANCE OR TRANSFER) SHALL
BE, AND BE DEEMED TO BE, A PARTY TO AND BOUND BY SUCH AGREEMENT.
A COPY OF THE STOCKHOLDERS’ AGREEMENT WILL BE FURNISHEDWITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPONWRITTEN REQUEST.”(iii)
Each certificate, if any, or book-entry accounts and related statements
representing or otherwise evidencing shares of Common Stock issued in reliance on the
Securities Act exemption provided by Regulation S promulgated under the Securities Act
shall include a legend substantially to the following effect:“THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][STATEMENT]WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIESLAWS, AND MAY NOT BE SOLD OR TRANSFERRED TO, OR FOR THE ACCOUNT
OR BENEFIT OF, ANY U.S. PERSON IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES ARE
ALSO SUBJECT TO THE PROVISIONS OF THE STOCKHOLDERS’ AGREEMENT
OF AVAYA HOLDINGS CORP. (THE “COMPANY”), DATED AS OF MAY 1, 2023,
INCLUDING RESTRICTIONS ON TRANSFER. THE SECURITIES ARE
TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE
STOCKHOLDERS’ AGREEMENT, AND ALL HOLDERS OF SECURITIES OF THE
COMPANY (WHETHER ACQUIRED UPON ISSUANCE OR TRANSFER) SHALL
BE, AND BE DEEMED TO BE, A PARTY TO AND BOUND BY SUCH AGREEMENT.
A COPY OF THE STOCKHOLDERS’ AGREEMENT WILL BE FURNISHEDWITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPONWRITTEN REQUEST.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY REPRESENTS FOR THE
BENEFIT OF THE ISSUER THAT IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND ISACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE
MEANING OF REGULATION S UNDER THE ACT AND IN ACCORDANCE WITH
34

THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN
WHICH SUCH PURCHASE IS MADE.”(h)
Subject to the terms and conditions of this Agreement, including the other Sectionsin this Section 7.03, the Corporation shall use its commercially reasonable efforts to cooperatewith any Stockholder desiring to Transfer its Corporation Securities in accordance with thisSection 7.03.
(i)
For the avoidance of doubt, except (i) as otherwise provided for herein and (ii) inconnection with the assignment or transfer of at least eighty percent (80%) of the respective sharesof Common Stock held as of the date hereof by any of Apollo, Brigade, Nuveen or Sculptor (a“Specified Rights Transfer”), as applicable, any and all rights, privileges or preferences held by aholder of Common Stock pursuant to this Agreement, are specific to such holder of Common Stockand contained in Section 2.01 of this Agreement or any constituent definitions (the “Specified
Rights”) and may not be assigned or transferred and any such proposed or attempted assignmentor transfer of such rights shall be null and void ab initio, and of no force or effect. In the event ofa Specified Rights Transfer, the transferee shall acquire the Specified Rights previously held by
the transferor in the Specified Rights Transfer; provided, that the Specified Rights may be assigned
or transferred under a Specified Rights Transfer only if such Stockholder has an Ownership
Percentage less than fifty percent (50%) prior to consummating such Specified Rights Transfer.
For the avoidance of doubt, the rights contained in Section 2.10 of this Agreement shall notconstitute Specified Rights.
Section 7.04. Compliance with Law; Policies and Procedures. The Corporation has
implemented and maintains policies and procedures designed to ensure compliance by, and shallmaintain and comply with such policies and procedures necessary in order to cause complianceby, the Corporation and its Subsidiaries and their respective Representatives, distributors, suppliers
and any other Person acting for or on behalf of the Corporation or its Subsidiaries with AntiCorruption Laws, Anti-Money Laundering Laws, Trade Control Laws and Sanctions.
ARTICLE 8MISCELLANEOUS
Section 8.01. Binding Effect; Assignability; No Third Party Beneficiaries.
(a)This Agreement shall inure to the benefit of and be binding upon the parties andtheir respective heirs, successors, legal representatives and permitted assigns. Any Stockholderthat ceases to beneficially own any Capital Stock shall cease to be bound by the terms hereof otherthan such provisions which also survive the termination of this Agreement pursuant to Section
8.04(b).
(b)
Neither this Agreement nor any right, remedy, obligation or liability arisinghereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer ofCapital Stock or otherwise, except that (i) any Person acquiring Capital Stock from any
Stockholder in a Transfer in compliance with the transfer restrictions set forth in the Governing
35

Documents (but excluding any such Transfer made in a Public Offering, through a National
Securities Exchange or through an established non-U.S. securities exchange on which theCommon Stock is listed following an Initial Public Offering) and (ii) any Person, other than the
Corporation or any other Corporate Entity, acquiring Capital Stock that is required or permitted
by the terms of this Agreement or any employment agreement or stock purchase, option, stock
option or other compensation plan of the Corporation or any other Corporate Entity to become aparty hereto shall (unless already bound hereby) execute and deliver to the Corporation a Joinderand shall thenceforth be a “Stockholder” for all purposes under this Agreement.
(c)Nothing in this Agreement, expressed or implied, is intended to confer on any
Person other than the parties hereto, and their respective heirs, successors, legal representatives
and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of thisAgreement.
Section 8.02. Notices. All notices, consents, approvals, waivers or other communications
required or permitted to be given hereunder shall be in writing and shall be: (a) delivered personallyor by commercial messenger; (b) sent via a recognized overnight courier service; (c) sent byregistered or certified mail, postage pre-paid and return receipt requested; (d) sent by electronic
mail transmission; or (e) with respect to notices required by Article 4, Article 5, or Section 8.03,
posted to the Data Site; in the case of each of clauses (a), (b), (c) and (d), so long as such notice isaddressed to the intended recipient thereof as set forth below; any notice shall be deemed given
upon actual receipt (or refusal of receipt):(i)

if to the Corporation:
Avaya Holdings Corp.
350 Mt. Kemble Avenue
Morristown, NJ 07960
Attention: Vito Carnevale, General Counsel and Shefali Shah, Chief
Administrative Officer
E-mail address: vcarnevale@avaya.com; sashah@avaya.com(ii)
if to any Stockholder, at the address on file with the Corporation; provided,that any notice or other communications or deliveries required or permitted to be given
hereunder by the Corporation to any Stockholder may be given by posting such notice,communication or delivery to the website or other digital datasite utilized by the
Corporation to disseminate reports and information pursuant to Section 6.02, and shall bedeemed to have been duly given on the date such posting is made, so long as such website
or other digital datasite shall automatically send email notifications of new postings to any
Stockholder that has complied with the applicable log-in procedures or other applicableregistration requirements of such website or other digital datasite.
Any Stockholder may change its address and other notice information by notice to the
Corporation given in accordance with this Section 8.02 and any other party may change its address
and other notice information by notice to the other parties.
Section 8.03. Waiver; Amendment.
36

(a)Except as provided in the next sentence, no provision of this Agreement or of any
other Governing Document may be amended, modified, restated or waived in any manner unlessapproved by (i) a majority of the Board and (ii) Stockholders holding a majority of the issued andoutstanding shares of Common Stock; provided, however, that (x) any amendment, modification,
restatement or waiver that has, or would have, a material and adverse effect on the rights,
preferences or privileges of any holder of Common Stock in a manner that is materiallydisproportionate relative to the impact on one or more other Stockholders (or that
disproportionately benefits one or more Stockholders relative to the rights of the other holders ofCommon Stock (for the avoidance of doubt, without giving effect to any Stockholder’s specificholdings of Corporation Securities, specific tax or economic position or any other matters personal
to a Stockholder)), shall not be effective without prior written consent of a majority of thedisproportionately and adversely affected holders of Common Stock and (y) any amendment,
modification, restatement or waiver of Section 2.09 (Related Party Transactions) (and any
equivalent provision contained in any other Governing Document), Article 3 (Initial Public
Offering; Strategic Alternatives) (and any equivalent provision contained in any other Governing
Document), Section 4.01 (Tag-Along Rights) (and any equivalent provision contained in any other
Governing Document), Section 5.01 (Preemptive Rights) (and any equivalent provision containedin any other Governing Document), this Section 8.03 (Waiver; Amendment) (and any equivalent
provision contained in any other Governing Document), or any amendment which would impose
new limitations or conditions on transferability of shares of Common Stock shall require theapproval of the holders of at least seventy-five percent (75%) of the shares of Common Stock;
provided, that any amendment to Section 2.09 (Related Party Transactions) (and any equivalent
provision contained in any other Governing Document) which is favorable to Affiliates or to
officers and Directors of the Corporation shall also be approved by holders of at least a majorityof the issued and outstanding shares of Common Stock, excluding any such Affiliates of the
Corporation. Upon any modification, amendment or restatement of this Agreement, theCorporation shall deliver to each of the Stockholders, in accordance with Section 6.02, a copy ofsuch modification, amendment or restatement of this Agreement.
(b)Notwithstanding Section 8.03(a), the addition of new parties to this Agreement inaccordance with the terms hereof as a result of Transfers permitted in accordance with thisAgreement shall not be deemed to be an amendment requiring the consent of any Stockholder.
(c)
Notwithstanding any provisions to the contrary contained herein, any party may
waive any rights with respect to which such party is entitled to benefits under this Agreement;
provided that such a waiver shall only affect the rights of the party waiving its rights.
(d)Unless expressly specified in the terms of this Agreement, no delay of or omission
in the exercise of any right, power or remedy accruing to any party as a result of any breach ordefault by any other party under this Agreement shall impair any such right, power or remedy, norshall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar
breach or default occurring later; nor shall any such delay, omission or waiver of any single breachor default be deemed a waiver of any other breach or default occurring before or after that waiver.
(e)
Any amendment or waiver effected in accordance with this Section 8.03 shall bebinding upon each party to this Agreement, regardless of whether such party has signed such
amendment or waiver, and each then current and future Stockholder and the Corporation.
37

Section 8.04. Effectiveness; Termination; Survival.
(a)This Agreement shall be effective as of the date hereof and shall continue in effectuntil the earlier of (i) the closing of a Sale Transaction in which any Significant Holder
immediately prior to such Sale Transaction is no longer a Significant Holder immediately
following the consummation of such Sale Transaction, (ii) an Initial Public Offering and (iii) the
mutual written agreement of (A) the Corporation and (B) Stockholders holding at least seventyfive percent (75%) of the then issued and outstanding shares of Common Stock (each of clauses(i)-(iii), a “Termination Event”); provided, however, that in the event of any Termination Eventpursuant to clause (ii) of this Section 8.04(a), the provisions of Section 2.01(a) and Section 2.10
shall survive any such Termination Event.
(b)Upon the occurrence of a Termination Event, this Agreement shall be terminatedand become void and of no force or effect without liability of any party; provided, however, no
termination under this Agreement shall relieve any Person of liability for breach prior totermination. The provisions of Section 2.07 and this Article 8 shall survive any termination of thisAgreement.
Section 8.05. Governing Law. This Agreement and any claim, controversy or disputearising under or related to this Agreement shall be governed by, and construed in accordance with,
the Laws of the State of Delaware without regard to the conflicts of laws rules of such state.
Section 8.06. Jurisdiction; Service of Process. The parties agree that any suit, action orproceeding seeking to enforce any provision of, or based on any matter arising out of or inconnection with, this Agreement or the transactions contemplated hereby shall be brought in the
Court of Chancery of the State of Delaware, or to the extent such court does not have subject matter
jurisdiction, the United States District Court for the District of Delaware, or to the extent suchcourt also does not have subject matter jurisdiction, another court of the State of Delaware, so longas one of such courts shall have subject matter jurisdiction over such suit, action or proceeding,and that any cause of action arising out of this Agreement shall be deemed to have arisen from atransaction of business in the State of Delaware, and each of the parties hereby irrevocably
consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by Law, any objection that it may now or hereafter have to the laying of the venue ofany such suit, action or proceeding in any such court or that any such suit, action or proceedingwhich is brought in any such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the world, whether within orwithout the jurisdiction of any such court. Without limiting the foregoing, each party agrees that
notice to such party as provided in Section 8.02 shall be deemed effective service of process onsuch party.
Section 8.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBYIRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGALPROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

38

Section 8.08. Specific Performance. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement are not performed in accordancewith their specific terms or are otherwise breached. It is accordingly agreed that, in addition to any
other applicable remedies at Law or equity, the parties shall be entitled to an injunction or
injunctions, without proof of damages, to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement. Each party hereto agrees that it will not
oppose the granting of an injunction, specific performance or other equitable relief on the basisthat (a) the other party has an adequate remedy at Law or (b) an award of specific performance is
not an appropriate remedy for any reason at Law or in equity. Each of the parties hereby waives(x) any defenses in any action for specific performance, including the defense that a remedy at
Law would be adequate and (y) any requirement under any Law to post a bond or other security
as a prerequisite to obtaining equitable relief.
Section 8.09. Counterparts. This Agreement may be executed with counterparty
signature pages or in any number of counterparts, each of which shall be deemed to be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument. This
Agreement and any signed agreement entered into in connection herewith or contemplated hereby,
and any amendments hereto or thereto, to the extent signed and delivered by electronic mail in“portable document format” (“.pdf”) form or any other electronic transmission, shall be treated in
all manner and respects as an original contract and shall be considered to have the same binding
legal effects as if it were the original signed version thereof delivered in person.
Section 8.10. Entire Agreement. This Agreement and the other Governing Documents
constitute the entire agreement among the parties and supersede all prior and contemporaneous
agreements and understandings, both oral and written, among the parties with respect to the subject
matter hereof and thereof. In the event of any conflict between this Agreement and any Governing
Document, this Agreement will prevail.
Section 8.11. Severability. If any term, provision, covenant or restriction of thisAgreement is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated solong as the economic or legal substance of the transactions contemplated hereby is not affected inany manner materially adverse to any party. Upon such a determination, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner so that the transactions contemplated hereby be consummatedas originally contemplated to the fullest extent possible.
Section 8.12. Further Assurances. Each party shall cooperate and shall take such further
action and shall execute and deliver such further documents as may be reasonably requested byany other party in order to carry out the provisions and purposes of this Agreement.
Section 8.13. Aggregation of Shares. All Corporation Securities held by a Stockholder
and its Affiliates and Related Funds shall be aggregated together for purposes of determining theavailability of any rights hereunder. Notwithstanding the foregoing, in no event shall two or more
Stockholders, acting separately and not on an aggregated basis, be entitled to claim beneficial
ownership of the same Corporation Securities for purposes of exercising any rights hereunder, and39

the Corporation shall be permitted to disregard any such claims in its good faith judgment. Uponthe request of the Corporation or any transfer agent for the Corporation Securities, each
Stockholder shall promptly provide to the Corporation or its transfer agent, as applicable, written
confirmation (including reasonable supporting documentation) of such Stockholder’s then current
ownership of its Corporation Securities. In determining the ownership of such Corporation
Securities for any purposes hereunder, the Corporation shall be entitled to conclusively rely ingood faith on (a) the then most current ownership information provided to it by the transfer agent(including information provided by any depositary, including The Depository Trust & Clearing
Corporation, or “DTC”) or (b) if there is no such transfer agent, the most current ownership
information then in its possession, and, in each case, any such determination made by the
Corporation in reliance thereon shall be deemed final and binding on all parties.
Section 8.14. Calculation of Ownership. For purposes of calculating the number of sharesof Common Stock or other Corporation Securities held by a Person or group of Persons, the effects
of any stock split, reclassification, recapitalization, exchange or readjustment of Corporation
Securities or other similar transaction shall be disregarded to the extent occurring between thereference date and the date of measurement. For example, if a certain Stockholder is required tocontinue to hold fifty percent (50%) of the number of shares of Common Stock held by such
Stockholder as of the date hereof in order to exercise certain rights hereunder, and a reverse stock
split is consummated after the date hereof and prior to the applicable measurement date, the effectsof the reverse stock split shall be disregarded in determining whether such Stockholder satisfies
such ownership test.
Section 8.15. Independent Agreement by the Stockholders. The obligations of each
Stockholder hereunder are several and neither joint nor joint and several with the obligations of
any other Stockholder, and, except as expressly set forth herein, no provision of this Agreement isintended to confer any obligations on any Stockholder vis-à-vis any other Stockholder. Nothing
contained herein, and no action taken by any Stockholder pursuant hereto, shall be deemed toconstitute the Stockholders as a partnership, an association, a joint venture or any other kind ofentity, or create a presumption that the Stockholders are in any way acting in concert or as a groupwith respect to such obligations or the transactions contemplated herein.
[Signature pages follow.]40

[Signature Pages on File with the Company]

Schedule 1
Initial Directors
1. Alan Masarek, the current CEO.
2. Aaron Miller, as an Apollo Director.
3. Robert Kalsow-Ramos, as an Apollo Director.
4. Thomas Tod Nielsen, appointed by Apollo as an Independent Director.
5. Donald E. Morgan III, as a Brigade Director.
6. Patrick Bartels, as a Nuveen Director.
7. Jacqueline Woods, unanimously appointed by the Selection Committee as an
Independent Director.
8. Marylou Maco, unanimously appointed by the Selection Committee as an Independent
Director.
9. Patrick Dennis, unanimously appointed by the Selection Committee as an Independent
Director.

Exhibit A
Joinder Agreement

JOINDER TOSTOCKHOLDERS’ AGREEMENT AND REGISTRATION RIGHTS AGREEMENT
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below
by the undersigned (the “Joining Party”) in accordance with (a) that certain Stockholders’
Agreement dated as of May 1, 2023 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time in accordance with its terms, the “Stockholders’
Agreement”), by and among Avaya Holdings Corp. (the “Corporation”) and certain Stockholders
party thereto from time to time and (b) that certain Registration Rights Agreement dated as of May
1, 2023 by and among the Corporation and the Persons who are deemed parties thereto pursuant
to an order of the United States Bankruptcy Court (the “Registration Rights Agreement”).
Capitalized terms used but not defined herein shall have the respective meanings ascribed to suchterms in the Stockholders’ Agreement and Registration Rights Agreement, as applicable.
The Joining Party hereby acknowledges, agrees and confirms that, by its execution of thisJoinder Agreement, the Joining Party shall be deemed to be a party to the Stockholders’ Agreement
and the Registration Rights Agreement as of the date hereof and shall have all of the rights andobligations of (a) a Stockholder under the Stockholders’ Agreement as if it had executed theStockholders’ Agreement and (b) a Holder under the Registration Rights Agreement as if it had
executed the Registration Rights Agreement. The Joining Party hereby ratifies, as of the datehereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the
Stockholders’ Agreement and the Registration Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of thedate written below.
Date: ___________, _____STOCKHOLDER:

By:
Name:
Title:
Notice information pursuant to Section 8.02:
Address:

E-mail:Fax No.:Exhibit B
Form of Transfer Certificate

FORM OF TRANSFER CERTIFICATE
Reference is made to that certain Stockholders’ Agreement dated as of May 1, 2023 (asamended, restated, amended and restated, supplemented or otherwise modified from time to timein accordance with its terms, the “Stockholders’ Agreement”), by and among Avaya Holdings
Corp. (the “Corporation”) and certain Stockholders party thereto from time to time. Capitalized
terms used but not defined herein shall have the respective meanings ascribed to such terms in the
Stockholders’ Agreement.
The undersigned hereby notifies the Corporation of its intent to assign and Transfer [•]shares of [TYPE OF CORPORATION SECURITY] to [TRANSFEREE], a [corporation]organized under the Laws of [•], whose Social Security Number or Tax ID Number is [•] andwhose record address is [•], and hereby irrevocably appoints [•] the attorney of the undersigned,
subject to confirmation by the Corporation, to assign, Transfer and convey such shares of [TYPE
OF CORPORATION SECURITY] with full power of substitution in this matter.
The undersigned certifies that such Transfer shall be completed in accordance with theterms of the Stockholders’ Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the datewritten below.
Date: ___________, _____[TRANSFEROR]:

By:
Name:
Title: