Exhibit B

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SOLICITATION VERSION

40964856-4545-4393v.3

Chapter 11

Case No. 23-80016 (SGJ)

(Jointly Administered)

SIDLEY AUSTIN LLP

Rakhee V. Patel (TX Bar No. 00797213)

Nathan C. Elner (admitted pro hac vice)

Parker G. Embry (TX Bar No. 24126826)

Chelsea M. McManus (TX Bar No. 24131499)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: rpatel@sidley.com

nelner@sidley.com

parker.embry@sidley.com

cmcmanus@sidley.com

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

REVISED FIRST AMENDED JOINT PLAN OF

LIQUIDATION

 OF IMPEL PHARMACEUTICALS INC.

AND IMPEL NEUROPHARMA AUSTRALIA PTY LTD

In re:

IMPEL PHARMACEUTICALS INC., et al.1

 Debtors.

SIDLEY AUSTIN LLP

Samuel A. Newman (admitted pro hac vice)

555 West Fifth Street

1999 Avenue of the Stars

Los Angeles, California 9001390067

Telephone: (213) 896-6000

Facsimile: (213) 896-6600

Email: sam.newman@sidley.com

SIDLEY AUSTIN LLP

Jackson T. Garvey (admitted pro hac vice)

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Email: jgarvey@sidley.com

1

 The Debtors in these chapter 11 cases, together with the last four digits of each Debtors’ federal tax identification

number, are: Impel Pharmaceuticals Inc. (8238); and Impel NeuroPharma Australia Pty Ltd (N/A). The Debtors’

service address is 201 Elliot Avenue West, Suite 260, Seattle, WA 98119280 Park Avenue New York, New York

10017.

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TABLE OF CONTENTS

ARTICLE I. DEFINED TERMS AND RULES OF INTERPRETATION 1

A. Defined Terms 1

B. Rules of Interpretation 12

C. Computation of Time 12

D. Reference to Monetary Figures 1213

E. Controlling Document 13

ARTICLE II. ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND STATUTORY

FEES 13

A. Administrative Claims 13

B. Professional Compensation Claims 14

1. Final Fee Applications and Payment of Professional Compensation Claims 14

2. Administrative Claims of OCPs 14

3. Post-Confirmation Date Fees and Expenses 14

4. Professional Fee Reserve Account 15

C. Priority Tax Claims 15

D. U.S. Trustee Statutory Fees 15

ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS 16

A. Classification of Claims and Interests 16

B. Treatment of Claims and Interests 16

1. Class 1 – Other Secured Claims 16

2. Class 2 – Other Priority Claims 17

3. Class 3 – Prepetition Term Loan Claims 17

4. Class 4 – General Unsecured Claims 18

5. Class 5 – Intercompany Claims 18

6. Class 6 – Existing Equity Interests 19

C. Special Provision Governing Unimpaired Claims 19

D. Elimination of Vacant Classes 19

E. Voting Classes, Presumed Acceptance by Non-Voting Classes 19

F. Controversy Concerning Impairment 19

G. Subordination of Claims 19

H. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code 20

I. Insurance 20

ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN 20

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A. General Settlement of Claims and Interests 20

B. Liquidation Transactions 20

1. Wind-Down of the Debtors 21

C. Sources of Consideration for Plan Distributions 21

D. Vesting of Assets 21

E. Preservation of Causes of Action 22

F. Corporate Action 22

G. Cancellation of Existing Securities and Agreements 22

H. Effectuating Documents; Further Transactions 23

I. Section 1146 Exemption from Certain Taxes and Fees 23

J. Sale Order 23

K. Authority to Act 23

L. Separate Plans 24

M. Registered Form 24

ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

24

A. Assumption and Rejection of Executory Contracts and Unexpired Leases 24

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases 24

C. Reservation of Rights 25

D. Preexisting Obligations to the Debtors Under Executory Contracts and Unexpired

Leases 25

E. Indemnity Obligations 25

F. D&O Liability Insurance Policies 25

G. Employment Agreements 26

H. Modifications, Amendments, Supplements, Restatements, or Other Agreements 26

I. Nonoccurrence of Effective Date 26

J. Employee Compensation and Benefits 26

K. Insurance Provisions 26

ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS 2627

A. Distributions on Account of Claims Allowed as of the Effective Date 2627

B. Compliance with Tax Requirements 2728

C. Date of Distributions 28

D. Disbursing Agent 2829

E. Rights and Powers of Disbursing Agent 2829

F. Surrender of Instruments 2829

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G. Delivery of Distributions and Undeliverable or Unclaimed Distributions 2829

H. Manner of Payment 2930

I. Foreign Currency Exchange Rate 2930

J. Setoffs and Recoupment 2930

K. Minimum Distribution 2930

L. Allocations 30

M. Distributions Free and Clear 3031

N. Claims Paid or Payable by Third Parties 3031

1. Claims Paid by Third Parties 3031

2. Claims Payable by Third Parties 3031

3. Applicability of Insurance Policies 3031

O. No Postpetition Interest on Claims 3132

ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND

DISPUTED CLAIMS 3132

A. Allowance of Claims 3132

B. Claims Administration Responsibilities 3132

C. Estimation of Claims and Interests 3132

D. Adjustment to Claims or Interests Without Objection 3233

E. Time to File Objections to Claims 3233

F. Disallowance of Claims or Interests 3233

G. Disallowance of Late Claims 3233

H. Disputed Claims Process 3233

I. Amendments to Claims 3334

J. No Distributions Pending Allowance 3334

K. Distributions After Allowance 3334

ARTICLE VIII. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE 3334

A. Conditions Precedent to the Effective Date 3334

B. Waiver of Conditions Precedent to the Effective Date 3435

ARTICLE IX. RELEASE, INJUNCTION, AND RELATED PROVISIONS 3435

A. Debtor Releases 3435

B. Releases by the Releasing Parties 3738

C. Exculpations 3940

D. Injunction 4041

E. No Discharge 4041

F. Release of Liens 4041

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G. Gatekeeper Provision 4142

ARTICLE X. RETENTION OF JURISDICTION 4142

ARTICLE XI. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN 4344

A. Modification and Amendment 4344

B. Effect of Confirmation on Modifications 4344

C. Revocation or Withdrawal of Plan 4445

ARTICLE XII. MISCELLANEOUS PROVISIONS 4445

A. Immediate Binding Effect 4445

B. Additional Documents 4445

C. Substantial Consummation 4445

D. Reservation of Rights 4445

E. Successors and Assigns 4546

F. Determination of Tax Liabilities 4546

G. Dissolution of the Committee 4546

H. Notices 4546

I. Term of Injunctions or Stays 4647

J. Entire Agreement 4647

K. Plan Supplement 4748

L. Governing Law 4748

M. Nonseverability of Plan Provisions 4748

N. Closing of the Chapter 11 Cases 4748

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INTRODUCTION

Impel Pharmaceuticals Inc. and Impel NeuroPharma Australia Pty Ltd (the “Debtors”)

propose this chapter 11 plan (the “Plan”) under section 1121 of the Bankruptcy Code. The

Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy

Code. Supplemental agreements and documents referenced in this Plan and the Disclosure

Statement are available for review on both the Bankruptcy Court’s docket and on the Debtors’

case information website: https://omniagentsolutions.com/Impel.

Reference is made to the Disclosure Statement Filed contemporaneously with this Plan

for a discussion of the Debtors’ history, business, prepetition capital structure, and Liquidation

Analysis, as well as a summary and analysis of the Plan and certain related matters, including

distributions to be made under this Plan.

ALL HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO

READ THIS PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY

BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE I.

DEFINED TERMS AND RULES OF INTERPRETATION

A. Defined Terms

“Administrative Claim” means a Claim of a kind specified under section 503(b) of the

Bankruptcy Code and entitled to priority under sections 507(a)(2), 507(b), or 1114(e)(2) of the

Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after

the Petition Date until and including the Effective Date of preserving the Estates and operating

Debtors’ business; (b) Allowed Professional Compensation Claims; (c) Statutory Fees; and

(d) 503(b)(9) Claims.

“Administrative Claims Bar Date” means the applicable last date, at 5:00 p.m. Central

time, set by the Bankruptcy Court for a Claimant to file a request for payment of any

Administrative Claim (excluding Professional Compensation Claims) arising on or after the

Petition Date, through and including the Effective Date. The Administrative Claim Bar Date

shall be thirty (30) days after the Effective Date.

“Allowed” means, with respect to any Claim or Interest, except as otherwise provided

herein: (a) a Claim or Interest in a liquidated amount as to which no objection has been Filed

prior to the applicable claims objection deadline and that is evidenced by a Proof of Claim timely

Filed by the applicable Bar Date or that is not required to be evidenced by a Filed Proof of Claim

under the Plan, the Bankruptcy Code, or a Final Order; (b) a Claim or Interest that is scheduled

by the Debtors as neither disputed, contingent, nor unliquidated, and for which no Proof of Claim

has been timely Filed in an unliquidated or a different amount; (c) a Claim or Interest that is

upheld or otherwise Allowed (i) pursuant to the Plan (including any Claim or Interest that is

upheld or otherwise Allowed pursuant to a settlement executed by a Debtor or Wind-Down

Debtor in accordance with the Plan), (ii) in any stipulation that is approved by the Bankruptcy

Court, (iii) pursuant to any contract, instrument, indenture, or other agreement entered into or

assumed in connection herewith, or (iv) by Final Order (including any such Claim to which the

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Debtors had objected or which the Bankruptcy Court had disallowed prior to such Final Order);

provided that with respect to a Claim or Interest described in clauses (a) through (c) above, such

Claim or Interest shall be considered Allowed only if and to the extent that with respect to such

Claim or Interest no objection to the allowance thereof has been or, in the Debtors’ or the

Wind-Down Debtors’ reasonable good faith judgment, may be interposed within the applicable

period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy

Court, or such an objection is so interposed and the Claim or Interest, as applicable, shall have

been allowed by a Final Order; provided, further, that no Claim of any Entity subject to section

502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full

the amount that it owes such Debtor. A Proof of Claim Filed after the Bar Date is not considered

Allowed and shall be deemed expunged without further action by the Debtors and without

further notice to any party or action, approval, or order of the Bankruptcy Court. Any Claim that

has been or is hereafter listed in the Schedules as contingent, unliquidated, or disputed, and for

which no Proof of Claim is or has been timely Filed, is not considered Allowed and shall be

deemed expunged without further action by the Debtors and without further notice to any party

or action, approval, or order of the Bankruptcy Court. “Allow,” “Allowing,” and “Allowance”

shall have correlative meanings.

“Asset Purchase Agreement” means that certain Asset Purchase Agreement by and

between JN Bidco LLC, as Purchaser, and Impel Pharmaceuticals Inc., as Seller, Dated

December 18, 2023, annexed as Exhibit 1 to the Sale Order, and as from time to time amended

in accordance with the Sale Order or further order of this Court, including by the First

Amendment to Stalking Horse APA attached to the Sale Order.

“Avoidance Actions” means any and all claims and Causes of Action which any of the

Debtors, the Estates, or any other appropriate party in interest has asserted or may assert under

sections 502, 510, 542, 544, 545, or 547 through 553 of the Bankruptcy Code or under similar or

related state or federal statutes and common law, including fraudulent transfer laws.

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

amended.

“Bankruptcy Court” means the United States Bankruptcy Court for the Northern District

of Texas.

“Bankruptcy Rules” means Federal Rules of Bankruptcy Procedure.

“Bar Date” means with respect to any particular Claim, the applicable date set by the

Bankruptcy Court as the last day for Filing Proofs of Claim or requesting allowance of

Administrative Claims in the Chapter 11 Cases for such Claim, whether pursuant to the

Confirmation Order, the Plan, the Order (I) Setting Bar Dates for Filing Proofs of Claim;

(II) Approving the Form and Manner for Filing Proofs of Claim, (III) Approving the Notice of

Bar Dates, and (IV) Granting Related Relief [Docket No. 142], or any other applicable order of

the Bankruptcy Court.

“Bid Procedures Order” means that certain Order (I)(A) Approving the Bid Procedures;

(B) Authorizing the Debtors to Select JN BidCo LLC as the Stalking Horse Purchaser

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Substantially Along the Terms Defined in the Stalking Horse APA and Approving Bid

Protections; (C) Establishing Bid Deadlines, an Auction, and a Sale Hearing; (D) Approving the

Form and Manner of Sale Notice; (E) Approving Assignment and Assumption Procedures;

(F) Approving the Form and Manner of Potential Assumption and Assignment Notice;

(II)(A) Authorizing the Sale of the Assets Free and Clear; and (B) Approving the Assumption and

Assignment of Designated Contracts; and (III) Granting Related Relief [Docket No. 137] entered

in the Chapter 11 Cases.

“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

Texas.

“Cash” means cash in legal tender of the United States of America and cash equivalents,

including bank deposits, checks, and other similar items.

“Cash Collateral Order” means that certain Final Order (I) Authorizing the Debtors to

Use Cash Collateral; (II) Granting Adequate Protection to Prepetition Term Loan Secured

Parties; (III) Modifying the Automatic Stay; (IV) Scheduling a Final Hearing; and (V) Granting

Related Relief [Docket No. 149] entered in the Chapter 11 Cases or such further interim or final

order authorizing the Debtors’ use of cash collateral, as applicable.

“Causes of Action” means without limitation, any claims, interests, damages, remedies,

causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses,

offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises of any kind or

character whatsoever, whether known or unknown, foreseen or unforeseen, existing or

hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or

unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected,

in contract, tort, law, equity, or otherwise. Causes of Action also include: (a) Avoidance

Actions; (b) all rights of setoff, counterclaim, or recoupment and claims under contracts or for

breaches of duties imposed by law; (c) the right to object to or otherwise contest Claims or

Interests; (d) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the

Bankruptcy Code; and (e) such claims and defenses as fraud, mistake, duress, and usury, and any

other defenses set forth in section 558 of the Bankruptcy Code.

“Chapter 11 Cases” means those certain chapter 11 bankruptcy cases of the Debtors

jointly administered under the caption In re Impel Pharmaceuticals Inc., et al., Case No.

23-80016 (SGJ) (Bankr. N.D. Tex. 2023).

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

any of the Debtors.

“Claims Objection” means an objection to the allowance of a claim as set forth in

section 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and/or any Bankruptcy Court order

regarding omnibus claims objections.

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“Claims Objection Bar Date” means the date that is sixty (60) days after the Effective

Date, which date may be extended upon presentment of an order to the Bankruptcy Court by the

Plan Administrator.

“Claims Register” means the register managed by the Notice and Claims Agent reflecting

Filed Proofs of Claim.

“Class” means a category of holders of Claims or Interests pursuant to section 1122(a) of

the Bankruptcy Code.

“Combined Hearing” means the hearing(s) conducted by the Bankruptcy Court to

consider (1) final approval of the adequacy of the Disclosure Statement under section 1125 of the

Bankruptcy Code and (2) confirmation of the proposed Plan under section 1129 of the

Bankruptcy Code, as such hearing may be adjourned or continued from time to time.

“Committee” means any official committee of unsecured creditors appointed by the U.S.

Trustee under section 1102(b) of the Bankruptcy Code in these Chapter 11 Cases.

“Conditions Precedent to the Effective Date” means the conditions set forth in

Article VIII.A of this Plan.

“Confirmation” means the Bankruptcy Court’s entry of the Confirmation Order on the

docket of the Chapter 11 Cases within the meaning of Bankruptcy Rules 5003 and 9021.

“Confirmation Date” means the date on which the Bankruptcy Court enters the

Confirmation Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy

Rules 5003 and 9021.

“Confirmation Order” means the order of the Bankruptcy Court confirming the Plan

under section 1129 of the Bankruptcy Code in form and substance consistent with the Plan

Support Agreement, in each case subject to the consent rights set forth therein, as applicable.

“Consenting Unsecured Creditors” as defined in the Plan Support Agreement.

“Consummation” means the occurrence of the Effective Date.

“Contingent Sale Proceeds” means all of the Debtors’ rights to receive deferred,

contingent, or similar payments, distributions applicable or proceeds pursuant to the Sale

Transaction.

“Cure” means all amounts, including an amount of $0.00, required to cure any monetary

defaults under any Executory Contract or Unexpired Lease (or such lesser amount as may be

agreed upon by the parties under an Executory Contract or Unexpired Lease) that is to be

assumed or assumed and assigned by the Debtors.

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“D&O Liability Insurance Policies” means, collectively, each director and officer liability

insurance policy and any “tail policy” to which any of the Debtors are a party as of the Effective

Date.

“Debtors” means, collectively, Impel Pharmaceuticals Inc. and Impel NeuroPharma

Australia Pty Ltd.

“Debtor Releases” means the releases set forth in Article IX herein.

“Definitive Documents” means this Plan (including all exhibits, annexes, schedules, and

supplements related thereto, including the Plan Supplement), the Confirmation Order, the

Disclosure Statement Order (including all exhibits, annexes, schedules, and supplements related

thereto), the Solicitation Materials, including the Disclosure Statement, any new organizational

documents, and any such other agreements, instruments, and documents as may be necessary or

reasonably desirable to consummate and document the Liquidation Transactions.

“Disallowed” means all or that portion, as applicable, of any Claim or Interest which:

(a) has been disallowed under the Plan, the Bankruptcy Code, applicable law or by a Final Order;

(b) is scheduled by the Debtors as being in an amount of zero dollars ($0.00) or as contingent,

disputed, or unliquidated and as to which no Proof of Claim was timely filed or deemed timely

filed prior to the applicable Bar Date pursuant to either the Bankruptcy Code or any Final Order

of the Bankruptcy Court, including the order approving the Bar Date, or otherwise deemed

timely filed under applicable law; or (c) is not scheduled by the Debtors and as to which no Proof

of Claim or request for allowance of an Administrative Claim (as applicable) has been timely

filed or deemed timely filed prior to the applicable Bar Date pursuant to either the Bankruptcy

Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under

applicable law.

“Disbursing Agent” means the Debtors, the Plan Administrator, or the Person or

Entit(ies) selected by the Plan Administrator, as applicable, to make or to facilitate the Plan

Distributions.

“Disclosure Statement” means the related disclosure statement with respect to the Plan,

as the same may be amended, supplemented, or modified from time to time, including all

exhibits and schedules thereto and references therein that relate to the Plan, that is prepared and

distributed in accordance with the Bankruptcy Code, Bankruptcy Rules, and any other applicable

law in form and substance consistent with the Plan Support Agreement, in each case subject to

the consent rights set forth therein, as applicable.

“Disputed” means, with respect to any Claim or Interest, any Claim or Interest or any

portion thereof that is not yet Allowed or Disallowed.

“Distributable Cash” means the Cash on hand of the Debtors available for distribution as

of the Effective Date or such applicable later date pursuant to the terms of the Plan.

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“Distribution Record Date” means the date for determining which Holders of Claims are

eligible to receive distributions under the Plan, which date shall be the Effective Date or such

other date as designated in a Final Order of the Bankruptcy Court.

“Effective Date” means the date, selected by the Debtors, after consultation with the

Prepetition Term Loan Administrative Agent, that is the first Business Day on which (a) all

Conditions Precedent to the Effective Date have been satisfied or waived in accordance with the

Plan and (b) no stay of the Confirmation Order is in effect.

“Employment Agreement” means any agreement relating to the employment of any of the

current employees of Impel Pharmaceuticals Inc.

“Entity” has the meaning as defined in section 101(15) of the Bankruptcy Code.

“Estate” means the estate of any Debtor created under sections 301 and 541 of the

Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.

“Exculpated Parties” means collectively, (a) the Debtors and Wind-Down Debtors, (b)

any Statutory Committee and each of its members, (c) the Debtors' Professionals, including

Sidley Austin LLP, Fenwick & West LLP, Teneo Capital LLC, Moelis & Company, and Omni

Agent Solutions, and the Professionals of any Statutory Committee, and (d) any directors and

officers of the Debtors as of the Petition Date.

“Executory Contract” means a contract to which any of the Debtors is a party that is

subject to assumption or rejection under section 365 of the Bankruptcy Code.

“Existing Equity Interests” means an Interest in a Debtor existing as of the Petition Date.

“File,” “Filed,” or “Filing” means file, filed, or filing with the Bankruptcy Court or its

authorized designee in the Chapter 11 Cases.

“Final Order” means an order or judgment of the Bankruptcy Court, or court of

competent jurisdiction with respect to the subject matter that has not been reversed, stayed,

modified, or amended, as entered on the docket in any Chapter 11 Case or the docket of any

court of competent jurisdiction, and as to which the time to appeal, or seek certiorari or move for

a new trial, reargument, or rehearing has expired and no appeal or petition for certiorari or other

proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any

appeal that has been taken or any petition for certiorari that has been or may be timely Filed has

been withdrawn or resolved by the highest court to which the order or judgment was appealed or

from which certiorari was sought or the new trial, reargument, or rehearing will have been

denied, resulted in no stay pending appeal of such order, or has otherwise been dismissed with

prejudice; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil

Procedure, or any analogous rule under the Bankruptcy Rules, may be Filed with respect to such

order will not preclude such order from being a Final Order.

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“General Unsecured Claims” means any Claim, other than an Administrative Claim

(including any Professional Compensation Claims), a Priority Tax Claim, an Other Secured

Claim, an Other Priority Claim, a Prepetition Term Loan Claim, or an Intercompany Claim.

“General Unsecured Creditor Distribution” means Cash to be distributed to the holders of

General Unsecured Claims in the aggregate amount of $100,000.00.

“Governmental Unit(s)” means a “governmental unit,” as defined in section 101(27) of

the Bankruptcy Code.

“Holder” means any Entity that holds a Claim or Interest, as applicable.

“Impaired” means with respect to any Class of Claims or Interests, a Class of Claims or

Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

“Indemnification Obligations” means, collectively, each of the Debtors’ indemnification

obligations (whether in charters, bylaws, limited liability company agreements, other

organizational documents, or contracts) in place as of the Effective Date to indemnify their

officers, directors, agents, or employees serving in such roles as of the Petition Date with respect

to all present and future actions, suits, and proceedings against the Debtors or such officers,

directors, agents, or employees based upon any act or omission for or on behalf of the Debtors.

“Insurance Policies” means all insurance policies that have been issued at any time to or

provide coverage to the Debtors and all agreements, documents, or instruments relating thereto,

provided that it does not include any such policies that are, or have been, assumed and assigned

to the Purchaser on or before the Effective Date pursuant to the Asset Purchase Agreement, the

Sale Order, and section 365 of the Bankruptcy Code.

“Insurer” means and any company or other entity that issued an Insurance Policy, any

third party administrator of or for any Insurance Policy, and any respective predecessors and/or

Affiliates of any of the foregoing.

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

“Interest(s)” means any equity security (as defined in section 101(16) of the Bankruptcy

Code) in any Debtor and any other rights, options, warrants, stock appreciation rights, phantom

stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable

or exchangeable securities or other agreements, arrangements or commitments of any character

relating to, or whose value is related to, any such interest or other ownership interest in any

Debtor.

“IRS Form” means IRS Form W-9, W-8BEN, any acceptable substitute, or any other tax

information form that the Plan Administrator may require from a holder of a Claim for a

distribution under the Plan.

“Law” means any federal, state, local, or foreign law (including common law), statute,

code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted,

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promulgated, issued, or entered by a governmental authority of competent jurisdiction (including

the Bankruptcy Court).

“Lien” means a “lien,” as defined in section 101(37) of the Bankruptcy Code.

“Liquidation” means the liquidation of the Debtors through the Liquidation Transactions

in accordance with the terms of this Plan Term Sheet.

“Liquidation Analysis” means the analysis of a liquidation scenario under chapter 7 of the

Bankruptcy Code for these Debtors, to be filed with the Disclosure Statement filed concurrently

with the Plan or as part of the Plan Supplement.

“Liquidation Transactions” means those mergers, amalgamations, consolidations,

arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations,

dissolutions, settlements, releases, or other transactions that the Debtors reasonably determine to

be necessary to implement the Plan in a manner consistent with the Plan Support Agreement, in

each case subject to the consent rights set forth therein, as applicable.

“Marketing Process” means the process for the marketing and sale of all or substantially

all of the Debtors’ assets, or any combination thereof, pursuant to the Bid Procedures Order.

“Notice and Claims Agent” means Omni Agent Solutions, in its capacity as noticing,

claims, and solicitation agent for the Debtors.

“OCP” means an ordinary course professional whose retention and compensation has

been authorized by the Bankruptcy Court pursuant to the OCP Order

“OCP Order” means the order entered by the Bankruptcy Court approving the Debtors’

motion or motions to retain and compensate certain OCPs in the ordinary course of business

[Docket No. 148].

“Other Priority Claim” means any Claim other than an Administrative Claim or a Priority

Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

“Other Secured Claim” means any Secured Claim other than a Prepetition Term Loan

Claim.

“Person” means a “person” as defined in section 101(41) of the Bankruptcy Code.

“Petition Date” the date on which each of the Debtors Filed their voluntary petitions for

relief under chapter 11 of the Bankruptcy Code, thereby commencing these Chapter 11 Cases, or

December 19, 2023.

“Plan” means this chapter 11 plan, including any and all exhibits, supplements,

appendices, and schedules hereto, as may be altered, amended, supplemented, or otherwise

modified from time to time in accordance with the terms hereof, including the Plan Supplement

(as altered, amended, supplemented, or otherwise modified from time to time in accordance with

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the terms hereof), which are incorporated herein by reference and shall be made part hereof as if

set forth therein.

“Plan Administrator” means the Person or Entity appointed by the Debtors on the

Effective Date to administer to the Wind-Down of the Debtors, including the making of any Plan

Distributions that may arise after the Effective Date or any other duties or responsibilities set

forth herein.

“Plan Distribution” means a payment or distribution to holders of Allowed Claims or

other eligible Entities under this Plan.

“Plan Supplement” means the documents and forms of documents, agreements,

schedules, and exhibits to the Plan, which shall include certain exhibits and schedules to the

Plan, as well as documents, agreements, and instruments evidencing and effectuating the Plan,

including the Schedule of Assumed Executory Contracts and Unexpired Leases and the Schedule

of Retained Causes of Action, each of which shall be in form and substance reasonably

acceptable to the Prepetition Term Loan Administrative Agent; provided, that through the

Effective Date, the Debtors, with the consent (not to be unreasonably withheld or delayed) of the

Prepetition Term Loan Administrative Agent, shall have the right to amend, supplement, or

otherwise modify the Plan Supplement in accordance with the terms hereof.

“PSA” means that certain Plan Support Agreement, dated as of February 17, 2024, by and

among the Debtors, the Consenting Prepetition Secured Parties, and the Consenting Unsecured

Creditors, as such may be further amended, modified, or supplemented from time to time, in

accordance with its terms.

“Prepetition Term Loan Administrative Agent” means Oaktree Fund Administration,

LLC, as Administrative Agent (as defined in the Prepetition Term Loan Credit Agreement and,

in such capacity and including any successors thereto)

“Prepetition Term Loan Advisors” means Sullivan & Cromwell LLP, as primary counsel

to the Prepetition Term Loan Administrative Agent, and Bracewell LLP, as local counsel to the

Prepetition Term Loan Administrative Agent, collectively.

“Prepetition Term Loan Claims” meaning any Claim on account of the Prepetition Loan

Documents.

“Prepetition Term Loan Credit Agreement” means that certain Credit Agreement and

Guaranty, dated as of March 17, 2022 (as amended, restated, or otherwise modified from time to

time

“Prepetition Term Loan Documents” means the Prepetition Term Loan Credit Agreement

and, together with all other documentation executed in connection therewith, including without

limitation, the Security Documents (as defined in the Prepetition Term Loan Credit Agreement),

and all other Loan Documents (as defined in the Prepetition Term Loan Credit Agreement)

executed in connection therewith, as amended, restated, or otherwise modified from time to time.

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“Prepetition Term Loan Secured Parties” means the Prepetition Term Loan

Administrative Agent, the subsidiary guarantors from time to time party thereto, and the lenders

from time to time party thereto, collectively.

“Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in

section 507(a)(8) of the Bankruptcy Code.

“Professional” means a Person or Entity employed in the Chapter 11 Cases pursuant to a

Bankruptcy Court order in accordance with sections 327, 328, 363, or 1103 of the Bankruptcy

Code and to be compensated for services rendered before or on the Effective Date, pursuant to

sections 327, 328, 329, 330, 363, or 331 of the Bankruptcy Code, excluding any ordinary course

professional retained pursuant to a Bankruptcy Court order.

“Professional Compensation Claim” means a Claim against a Debtor for all professional

services rendered and costs incurred between the Petition Date and the Effective Date by a

Professional, including estimates through the Effective Date, in connection with the Chapter 11

Cases.

“Professional Fee Reserve Account” means that certain account held by the Debtors for

the benefit of Professionals, as more fully described in Paragraph 3(d) of the Cash Collateral

Order.

“Proof of Claim” means a proof of claim Filed against any of the Debtors in the Chapter

11 Cases by the applicable Bar Date.

“Purchaser(s)” means JN Bidco LLC.

“Released Party” means collectively the Releasing Parties and each of their and their

affiliates’ respective predecessors, successors, assigns, subsidiaries, affiliates, current and former

officers and directors, principals, equity holders, members, partners, managers, employees,

agents, advisory board members, financial advisors, attorneys, accountants, investment bankers,

consultants, representatives, management companies, fund advisors, and other professionals, and

such Persons’ respective heirs, executors, estates, and nominees, in each case in their capacity as

such, provided that, in each case, an Entity shall not be a Released Party if it: (a) elects to opt out

of the releases contained in the Plan, or (b) files with the Bankruptcy Court an objection to the

Plan that is not consensually resolved before Confirmation or supports any such objection or

objector.

“Releasing Party” means collectively, and in each case in its capacity as such: (a) the

Debtors (b) the Wind-Down Debtors, (c) the Prepetition Term Loan Secured Parties, (d) the

Consenting Unsecured Creditors, (e) any Statutory Committee and each of its members, (f) the

holders of all Claims or Interests who vote to accept the Plan, (g) the holders of all Claims or

Interests whose vote to accept or reject the Plan is solicited but who do not vote either to accept

or to reject the Plan and do not opt out of granting the releases set forth herein, (h) the holders of

all Claims or Interests who vote, or are deemed to vote, to reject the Plan but do not opt out of

granting the releases set forth herein, (i) the holders of all Claims and Interests who are

Unimpaired under the Plan, (j) with respect to each of the foregoing Persons, in clauses (a)

through (i), each of their affiliates, and (k) with respect to each of the foregoing Persons in

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clauses (a) through (j), each of their and their affiliates’ respective predecessors, successors,

assigns, subsidiaries, affiliates, current and former officers and directors, principals, equity

holders, members, partners, managers, employees, agents, advisory board members, financial

advisors, attorneys, accountants, investment bankers, consultants, representatives, management

companies, fund advisors, and other professionals, and such Persons’ respective heirs, executors,

estates, and nominees, in each case in their capacity as such and for which such Entity is legally

entitled to bind such party to the releases contained in the Plan and under applicable law;

provided that the Prepetition Term Loan Secured Parties shall not be deemed to release any

direct claims they may have against former directors and officers of the Debtors who were not

directors or officers as of the Petition Date; provided further that an Entity shall not be a

Releasing Party if it files with the Bankruptcy Court an objection to the Plan that is not

consensually resolved before Confirmation or supports any such objection or objector.

“Retained Causes of Action” means those Causes of Action indicated on the Schedule of

Retained Causes of Action.

“Sale Order” means the order of the Bankruptcy Court approving pursuant to section 363

of the Bankruptcy Code one or more sales of, collectively, all or substantially all of the assets of

the Debtors to the Purchaser entered by the bankruptcy court at Docket No. 207.

“Sale Transaction” the sale of the assets and related transactions approved by the Sale

Order.

“Schedules” means, collectively, the schedule of assets and liabilities and statement of

financial affairs Filed by each Debtor pursuant to section 521 of the Bankruptcy Code, the

Bankruptcy Rules, and the official bankruptcy forms, as the same may be amended, modified, or

supplemented from time to time.

“Schedule of Assumed Executory Contracts and Unexpired Leases” means the list of

Executory Contracts and Unexpired Leases that will be assumed by the Debtors pursuant to

Article V of the Plan, which shall be included in the Plan Supplement.

“Schedule of Retained Causes of Action” means a schedule of Causes of Action of the

Debtors to be retained under the Plan, which shall be included in the Plan Supplement.

“Secured” means, when referring to a Claim: (a) secured by a Lien on property in which

the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable

law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553

of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s interest

in such property or to the extent of the amount subject to setoff, as applicable, as determined

pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section

553 of the Bankruptcy Code; or (b) otherwise Allowed pursuant to the Plan or a Final Order of

the Bankruptcy Court as a Secured Claim.

“Section 510(b) Claim(s)” means any Claim(s) subordinated by order of the Bankruptcy

Court pursuant to section 510(b) of the Bankruptcy Code.

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“Securities Act” means the Securities Act of 1933, as amended, 15 U.S.C. §§ 77a–77aa,

or any similar federal, state, or local law, as now in effect or hereafter amended, and the rules

and regulations promulgated thereunder.

“Statutory Committee” means any statutory committee appointed in the Chapter 11

Cases, including any Committee.

“Statutory Fees” means all fees for which the Debtors are obligated pursuant to 28 U.S.C.

§ 1930(a)(6), together with interest, if any, pursuant to 31 U.S.C. § 3717.

“Third Party Release” means such releases by the Releasing Parties as set forth in Article

IX.B hereof.

“Transaction Documents” means the definitive documents to effectuate the Sale

Transaction.

“Unimpaired” means, with respect to a Claim or Class of Claims, not “impaired” within

the meaning of sections 1123(a)(4) and 1124 of the Bankruptcy Code.

“U.S. Trustee” means the United States Trustee for the Northern District of Texas.

“U.S. Trustee Statutory Fees” means all fees due and payable pursuant to section 1930 of

Title 28 of the United States Code, together with the statutory rate of interest set forth in section

3717 of Title 31 of the United States Code, to the extent applicable.

“Unexpired Lease” means a lease to which any of the Debtors is a party that is subject to

assumption or rejection under section 365 of the Bankruptcy Code.

“Wind-Down” means the post-Effective Date wind-down process by which the Plan

Administrator shall seek to (1) liquidate any remaining assets of the Debtors and make

distributions relating to the same; (2) complete any tasks required to wind-down the affairs of the

Debtors; and (3) otherwise close these Chapter 11 Cases, as described in more detail in Article

IV.B. herein.

“Wind-Down Budget” means a budget for any fees, costs, and expenses incurred by the

Wind-Down Debtors from and after the Effective Date, as such budget shall be approved by, and

further amended with the approval of, the Prepetition Term Loan Administrative Agent,

including amounts reserved for Disputed Claims, which shall be reasonably acceptable to the

Prepetition Term Loan Administrative Agent.

“Wind-Down Debtors” means the Debtors, as applicable, following the Effective Date.

B. Rules of Interpretation

Unless otherwise specified, all section or exhibit references in this Plan are to the

respective section in or exhibit to this Plan, as the same may be amended, waived, or modified

from time to time in accordance with the terms hereof. The words “herein,” “hereof,” “hereto,”

“hereunder,” and other words of similar import refer to this Plan as a whole and not to any

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particular section, subsection, or clause contained therein and have the same meaning as “in this

Plan,” “of this Plan,” “to this Plan,” and “under this Plan,” respectively. The words “includes”

and “including” are not limiting. The headings in this Plan are for convenience of reference only

and shall not limit or otherwise affect the provisions hereof. For purposes herein: (1) in the

appropriate context, each term, whether stated in the singular or plural, shall include both the

singular and plural, and pronouns stated in the masculine, feminine, or neuter gender shall

include the masculine, feminine, and the neuter gender; (2) any reference herein to a contract,

lease, instrument, release, indenture, or other agreement or document being in a particular form

or on particular terms and conditions means that the referenced document shall be substantially

in that form or substantially on those terms and conditions; (3) the rules of construction set forth

in section 102 of the Bankruptcy Code shall apply; and (4) any term used in capitalized form

herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy

Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy

Rules, as the case may be.

C. Computation of Time

In computing any period of time prescribed or allowed by the Plan, the provisions of

Bankruptcy Rule 9006(a) will apply. Any references to the Effective Date shall mean the

Effective Date or as soon as reasonably practicable thereafter unless otherwise specified herein.

D. Reference to Monetary Figures

All references in this Plan to monetary figures shall refer to the legal tender of the United

States of America unless otherwise expressly provided.

E. Controlling Document

In the event of an inconsistency between this Plan and the Plan Supplement, the terms of

the relevant document in the Plan Supplement shall control unless otherwise specified in such

Plan Supplement document. In the event of an inconsistency between this Plan and any other

instrument or document created or executed pursuant to this Plan, or between this Plan and the

Disclosure Statement, this Plan shall control. The provisions of this Plan and of the

Confirmation Order shall be construed in a manner consistent with each other so as to effectuate

the purposes of each; provided, that if there is determined to be any inconsistency between any

provision of this Plan and any provision of the Confirmation Order that cannot be so reconciled,

then, solely to the extent of such inconsistency, the provisions of the Confirmation Order shall

govern, and any such provisions of the Confirmation Order shall be deemed a modification of

this Plan.

ARTICLE II.

ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND STATUTORY FEES

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims

(including Professional Compensation Claims) and Priority Tax Claims have not been classified

for purposes of voting or receiving distributions, and, thus, are excluded from the Classes of

Claims and Interests set forth in Article III hereof.

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A. Administrative Claims

Except to the extent that a Holder of an Allowed Administrative Claim agrees to a less

favorable treatment, each Holder of an Allowed Administrative Claim (other than a Professional

Compensation Claim) shall receive, in full and final satisfaction of such Claim, (1) Cash in an

amount equal to such Allowed Administrative Claim in accordance with the following: (i) if

Allowed on or prior to the Effective Date, then on the Effective Date or as soon as reasonably

practicable thereafter, (ii) if not Allowed as of the Effective Date, then no later than forty-five

(45) days after the date on which an order Allowing such Administrative Claim becomes a Final

Order, or (iii) at such time and upon such terms as set forth in a Final Order of the Bankruptcy

Court; or (2) such other treatment consistent with the provisions of section 1129(a)(9) of the

Bankruptcy Code.

Except for Professional Compensation Claims, and notwithstanding any prior Filing or

Proof of Claim, Proofs of Claim seeking the allowance and payment of Administrative Claims

must be Filed and served on the Debtors or the Plan Administrator (as applicable) and their

counsel by no later than the Administrative Claims Bar Date pursuant to the procedures set forth

in the Confirmation Order and the notice of the occurrence of the Effective Date. The burden of

proof for the allowance of Administrative Claims remains on the Holder of the Administrative

Claims.

Except as otherwise provided in Articles II.B, II.C, or II.D herein, holders of

Administrative Claims that do not File and serve a Proof of Claim or application for

payment of administrative expenses requesting the allowance of an Administrative Claim

by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined

from asserting Administrative Claims against the Debtors, the Plan Administrator, the

Estates, or the Debtors’ assets and properties, and any Administrative Claims shall be

deemed disallowed as of the Effective Date unless otherwise ordered by the Bankruptcy

Court.

B. Professional Compensation Claims

1. Final Fee Applications and Payment of Professional Compensation Claims

All requests for payment of Professional Compensation Claims (other than from OCPs)

for services rendered and reimbursement of expenses incurred through the Effective Date shall

be filed no later than forty-five (45) days after the Effective Date. The Bankruptcy Court shall

determine the Allowed amounts of such Professional Compensation Claims after notice and a

hearing in accordance with the procedures established by the Bankruptcy Code. Objections to

Professional Compensation Claims must be Filed and served no later than twenty-one (21) days

after the Filing of the Professional Compensation Claim. To the extent any Cash is remaining in

the Professional Fee Reserve Account following irrevocable payment in full of all Allowed

Professional Compensation Claims (including Allowed Professional Compensation Claims

arising after the Confirmation Date), such Cash shall be transferred to the Wind-Down Debtors

for payment in accordance with the terms of the Plan.

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2. Administrative Claims of OCPs

All requests for payment of Professional Compensation Claims of OCPs shall be made

pursuant to the OCP Order. To the extent any Professional Compensation Claims of the OCPs

have not been Allowed pursuant to the OCP Order on or before the Effective Date, the amount of

Professional Compensation Claims owing to the OCPs shall be paid in Cash to such OCPs by the

Debtor or the Plan Administrator (as applicable) from the Professional Fee Reserve Account as

soon as reasonably practicable after such Professional Compensation Claims are Allowed

pursuant to the OCP Order.

3. Post-Confirmation Date Fees and Expenses

Except as otherwise specifically provided in the Plan, from and after the Confirmation

Date, the Debtors or Plan Administrator (as applicable) shall, in the ordinary course of business

and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in

Cash the reasonable and documented legal, professional, or other fees and expenses related to

implementation of the Plan and Consummation incurred by the Debtors or the Plan

Administrator (as applicable). Upon the Confirmation Date, any requirement that Professionals

comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seeking

retention or compensation for services rendered after such date shall terminate, and the Debtors

or Plan Administrator (as applicable) may employ and pay any Professional in the ordinary

course of business without any further notice to or action, order, or approval of the Bankruptcy

Court.

Except as otherwise specifically provided in the Plan, from and after the Confirmation

Date, the Debtors shall pay, within ten business days after submission of a detailed invoice to the

Debtors such reasonable claims for compensation or reimbursement of expenses incurred by the

Professionals of the Debtors. If the Debtors, in consultation with the Prepetition Term Loan

Administrative Agent, dispute the reasonableness of any such invoice, the Debtors or the

affected Professional may submit such dispute to the Bankruptcy Court for a determination of the

reasonableness of any such invoice, and the disputed portion of such invoice shall not be paid

until the dispute is resolved.

4. Professional Fee Reserve Account

On the Effective Date, the Debtors shall fund an amount in Cash into the Professional

Fee Reserve Account equal to (a) the aggregate accrued and unpaid Professional Compensation

Claims as of the Effective Date (which shall be estimated by each applicable Professional in its

reasonable discretion based on the amount of then-accrued Professional Compensation Claims

plus a reasonable estimate of fees and expenses that will accrue up until the Effective Date), less

(b) any amount then held in the Professional Fee Reserve Account.

Funds held in the Professional Fee Reserve Account shall be held for the benefit of the

Professionals and shall not be property of the Estates. The Professionals shall reasonably and in

good faith estimate their Professional Compensation Claims before and as of the Effective Date,

taking into account any prior payments, and shall deliver such estimates to the Debtors no later

than five (5) Business Days prior to the anticipated Effective Date.

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Professional Compensation Claims shall be paid in full without interest or other earnings

therefrom, in Cash, from the Professional Fee Reserve Account, in such amounts as are Allowed

by the Bankruptcy Court as soon as reasonably practicable after such Professional Compensation

Claims are allowed. The obligations of the Estates with respect to Professional Compensation

Claims shall not be limited by nor deemed limited to the balance of funds held in the

Professional Fee Reserve Account. To the extent that funds held in the Professional Fee Reserve

Account are insufficient to satisfy the amount of accrued Professional Compensation Claims

owing to the Professionals, such Professionals shall have an Allowed Administrative Claim for

any such deficiency. No Liens, claims, or interests shall encumber the Professional Fee Reserve

Account in any way, other than customary liens in favor of the depository bank at which the

Professional Fee Reserve Account is maintained.

C. Priority Tax Claims

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less

favorable treatment, each holder of an Allowed Priority Tax Claim shall receive, in full and final

satisfaction, settlement, release, and discharge of such Claim, treatment in a manner consistent

with section 1129(a)(9)(C) of the Bankruptcy Code, which treatment shall be reasonably

acceptable to the Prepetition Term Loan Administrative Agent.

D. U.S. Trustee Statutory Fees

All U.S. Trustee Statutory Fees due and payable prior to the Effective Date shall be paid

by the Debtors. On and after the Effective Date, the Plan Administrator shall pay any and all

U.S. Trustee Statutory Fees when due and payable, and shall file with the Bankruptcy Court

quarterly reports in a form reasonably acceptable to the U.S. Trustee. Each of the Debtors and

the Plan Administrator, as applicable, shall remain obligated to pay quarterly fees to the U.S.

Trustee until the earliest of that particular Debtor’s case being closed, dismissed, or converted to

a case under chapter 7 of the Bankruptcy Code.

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. Classification of Claims and Interests

Except for the Claims addressed in Article II herein, all Claims and Interests are

classified in the Classes set forth below in accordance with sections 1122 and 1123(a)(1) of the

Bankruptcy Code. A Claim or an Interest is classified in a particular Class only to the extent that

the Claim or Interest qualifies within the description of that Class and is classified in other Class

to the extent that any portion of the Claim or Interest qualifies within the description of such

other Class. A Claim also is classified in a particular Class for the purpose of receiving

distributions under the Plan only to the extent that such Claim is an Allowed Claim in that Class

and has not been otherwise paid, released, or satisfied at any time.

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Prepetition Term Loan

Claims

Other Secured Claims

Impaired

Claims and Interests

Entitled to Vote

Unimpaired

The classification of Claims against and Interests in the Debtors pursuant to the Plan is as

follows:

Class 4

Not Entitled to Vote (Presumed to

Accept)

General Unsecured Claim

Status

Impaired Entitled to Vote

Class 2

Class 5

Voting Rights

Intercompany Claims

Other Priority Claims

Unimpaired

/ Impaired

Not Entitled to Vote (Presumed to

Accept) / Not Entitled to Vote (Deemed

to Reject)

Unimpaired

Class 6

Not Entitled to Vote (Presumed to

Accept)

Existing Equity Interests

Class

Impaired Not Entitled to Vote (Deemed to

Reject)

Class 1

B. Treatment of Claims and Interests

1. Class 1 – Other Secured Claims

i. Classification: Class 1 consists of all Other Secured Claims

against the Debtors.

ii. Treatment: Except to the extent the Holder of an Allowed Other

Secured Claim agrees to less favorable treatment, each Holder of an Allowed Other Secured

Claim shall receive, in full and final satisfaction, settlement, release, and discharge of such

Claim, at the Debtors’ option and with the consent (in each case not to be unreasonably withheld

or delayed) of the Prepetition Term Loan Administrative Agent: (a) payment in full in cash;

(b) the collateral securing its Allowed Other Secured Claim; (c) Reinstatement of its Allowed

Other Secured Claim; or (d) such other treatment rendering its Allowed Other Secured Claim

Unimpaired in accordance with section 1124 of the Bankruptcy Code.

iii. Voting: Class 1 is Unimpaired, and Holders of Other Secured

Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the

Bankruptcy Code. Therefore, Holders of Class 1 Other Secured Claims are not entitled to vote to

accept or reject the Plan.

2. Class 2 – Other Priority Claims

i. Classification: Class 2 consists of all Other Priority Claims

against the Debtors.

Class 3

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ii. Treatment: Except to the extent the Holder of an Allowed Other

Priority Claim agrees to less favorable treatment, each holder of an Allowed Other Priority Claim

shall receive, in full and final satisfaction, settlement, release, and discharge of such Claim,

treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code, which

treatment shall be reasonably acceptable to the Prepetition Term Loan Administrative Agent.

iii. Voting: Class 2 is Unimpaired, and Holders of Other Priority

Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the

Bankruptcy Code. Therefore, Holders of Class 2 Other Priority Claims are not entitled to vote to

accept or reject the Plan.

3. Class 3 – Prepetition Term Loan Claims

i. Classification: Class 3 consists of all Prepetition Term Loan

Claims against the Debtors.

ii. Treatment: On the Effective Date, the Prepetition Term Loan

Claims shall be Allowed and deemed to be Allowed Claims in the full amount due and payable

under the Prepetition Term Loan Documents, including all principal, any accrued and unpaid

interest at the applicable rate through the Effective Date, and all accrued and unpaid fees,

expenses, and non-contingent indemnity payable under the Prepetition Term Loan Documents

(including the fees and expenses of the Prepetition Term Loan Advisors). Except to the extent

the holder of an Allowed Prepetition Term Loan Claim agrees to less favorable treatment, each

Holder of an Allowed Prepetition Term Loan Claim shall receive, in full and final satisfaction,

settlement, release, and discharge of such Claim, on the Effective Date or as soon as reasonably

practicable thereafter:

(a) its pro rata share of all Distributable Cash of the

Debtors or the Wind-Down Debtors (as applicable),

less (i) an amount of Cash required to pay

Administrative Claims and Priority Tax Claims

Allowed as of the Effective Date, and the funding of

the Wind-Down Budget, (ii) Cash required to fund

the Professional Fee Reserve Account in

accordance with the Plan, (iii) the General

Unsecured Creditor Distribution, and (iv) an

amount of Cash required to pay Claims in Classes 1

and 2 as provided in the Plan;1 and

(b) its pro rata share of the Contingent Sale Proceeds.

1

 Pursuant to paragraph 28 of the Cash Collateral Order, cash proceeds of the Sale Transaction will be distributed to

the Prepetition Term Loan Administrative Agent for the benefit of Class 3 as provided in the Cash Collateral Order

as soon as practically possible following closing of the Sale Transaction.

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iii. Voting: Class 3 is impaired, and Holders of the Prepetition Term

Loan Claims are entitled to vote to accept or reject the Plan.

4. Class 4 – General Unsecured Claims

i. Classification: Class 4 consists of all General Unsecured Claims

against the Debtor.

ii. Treatment: Except to the extent the holder of an Allowed General

Unsecured Claim agrees to less favorable treatment, on the Effective Date, each holder of an

Allowed General Unsecured Claim shall receive its pro rata share of the General Unsecured

Creditor Distribution. The Prepetition Term Loan Secured Parties will not participate in the

General Unsecured Creditor Distribution on account of any deficiency claim.

iii. Voting: Class 4 is Impaired, and Holders of General Unsecured

Claims are entitled to vote to accept or reject the Plan.

5. Class 5 – Intercompany Claims

i. Classification: Class 5 consists of the Intercompany Claims.

ii. Treatment: On the Effective Date, each holder of an Allowed

Intercompany Claim shall have its Claim Reinstated or cancelled, released, and extinguished and

without any distribution at the election of the Debtors, which treatment shall be reasonably

acceptable to the Prepetition Term Loan Administrative Agent.

iii. Voting: Class 5 is conclusively deemed to have accepted the Plan

pursuant to section 1126(g) of the Bankruptcy Code or rejected the Plan pursuant to section

1126(g) of the Bankruptcy Code. Therefore, Holders of Class 5 Intercompany Claims are not

entitled to vote to accept or reject the Plan.

6. Class 6 – Existing Equity Interests

i. Classification: Class 6 consists of all Existing Equity Interests in

the Debtors.

ii. Treatment: On the Effective Date, each holder of each Existing

Equity Interest in any of the Debtors shall have such Interest cancelled, released, and

extinguished and without any distribution or compensation.

iii. Voting: Class 6 is Impaired, and Holders of Existing Equity

Interests are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the

Bankruptcy Code. Therefore, Holders of Class 6 Existing Equity Interests are not entitled to vote

to accept or reject the Plan.

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C. Special Provision Governing Unimpaired Claims

Except as otherwise provided in this Plan, nothing under this Plan shall affect the rights

of the Debtors or the Plan Administrator with respect to any Unimpaired Claims, including all

rights in respect of legal and equitable defenses to, or setoffs or recoupments against, any such

Unimpaired Claims.

D. Elimination of Vacant Classes

Any Class that, as of the commencement of the Combined Hearing, does not have at least

one Holder of a Claim or Interest that is Allowed in an amount greater than zero for voting

purposes shall be considered vacant, deemed eliminated from this Plan for purposes of voting to

accept or reject this Plan, and disregarded for purposes of determining whether this Plan satisfies

section 1129(a)(8) of the Bankruptcy Code with respect to such Class.

E. Voting Classes, Presumed Acceptance by Non-Voting Classes

With respect to each Debtor, if a Class contained Claims eligible to vote and no holder of

Claims eligible to vote in such Class votes to accept or reject this Plan, this Plan shall be

presumed accepted by the holders of such Claims in such Class.

F. Controversy Concerning Impairment

If a controversy arises as to whether any Claim or any Class of Claims is Impaired, the

Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the

Combined Hearing.

G. Subordination of Claims

The allowance, classification, and treatment of all Allowed Claims and Interests and the

respective distributions and treatments under the Plan shall take into account and conform to the

relative priority and rights of the Claims and Interests in each Class in connection with any

contractual, legal, and equitable subordination rights relating thereto, whether arising under

general principles of equitable subordination, contract, section 510(b) of the Bankruptcy Code,

or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors or the Plan

Administrator (as applicable) reserve the right to re-classify any Allowed Claim or Allowed

Interest in accordance with any contractual, legal, or equitable subordination relating thereto.

H. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the

Bankruptcy Code

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of

Confirmation by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to

this Article III of the Plan. The Debtors hereby request Confirmation of the Plan under section

1129(b) of the Bankruptcy Code with respect to any Class that is deemed to reject the Plan

pursuant to section 1126(g) of the Bankruptcy Code. The Debtors reserve the right to request

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Confirmation of the Plan under section 1129(b) of the Bankruptcy Code with respect to any

voting Class that votes to reject the Plan.

I. Insurance

Notwithstanding anything to the contrary in the Plan, if any Claim is subject to coverage

under an Insurance Policy, payments on account of such Claim will first be made from proceeds

of such Insurance Policy in accordance with the terms thereof, with the balance of such Claim, if

any, treated in accordance with the provisions of the Plan governing the Class applicable to such

Claim.

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THE PLAN

A. General Settlement of Claims and Interests

Pursuant to section 1123(b)(2) of the Bankruptcy Code and Bankruptcy Rule 9019, and in

consideration for the distributions, releases, and other benefits provided pursuant to this Plan,

upon the Effective Date, the provisions of this Plan shall constitute a good faith compromise and

settlement of Claims, Interests, and controversies relating to the contractual, legal, and

subordination rights that a creditor or an Interest holder may have with respect to any Allowed

Claim or Interest or any distribution to be made on account of such Allowed Claim or Interest.

The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the

compromise and settlement of all such Claims, Interests, and controversies, as well as a finding

by the Bankruptcy Court that such compromise or settlement is in the best interests of the

Debtors, their Estates, and holders of such Claims and Interests, and is fair, equitable, and

reasonable.

B. Liquidation Transactions

On or before the Effective Date, the Debtors or the Plan Administrator shall enter into

and take any actions that may be necessary or appropriate to effectuate the Sale Transaction or

the Wind-Down of the Debtors, as applicable, including but not limited to: (1) the execution and

delivery of appropriate agreements or other documents of consolidation, conversion, disposition,

transfer, or dissolution containing terms that are consistent with the terms of this Plan and that

satisfy the requirements of applicable law; (2) the execution and delivery of any appropriate

instruments of transfer, assignment, assumption, or delegation of any asset, property, right,

liability, debt, duty, or obligation on terms consistent with this Plan; (3) the filing of appropriate

documents with the appropriate governmental authorities pursuant to applicable law; and (4) any

and all other actions that the Debtors or the Plan Administrator determine are necessary or

appropriate to effectuate the Plan.

1. Wind-Down of the Debtors

Following the Effective Date, the Plan Administrator shall Wind-Down the affairs and

operations of the Debtors and their Estates including, but not limited to: (i) liquidating the

Debtors’ assets remaining after consummation of the Sale Transaction, if any, including through

the prosecution of any claims or causes of action of the Debtors preserved herein and (ii)

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distributing the Distributable Cash and other assets of the Debtors pursuant to the terms of this

Plan. The Debtors shall consult with the Prepetition Term Loan Administrative Agent on all

aspects of the Wind-Down.

The responsibilities and authority of the Plan Administrator shall include the following

rights and responsibilities: (i) preserving and liquidating the Debtors’ remaining assets;

(ii) administering and paying taxes, including, among other things, (a) filing tax returns (to the

extent not the obligation of any Purchaser), and (b) representing the interest and account of the

Debtors before any taxing authority in all matters; (iii) retaining and paying, without the need for

retention or fee applications, professionals in connection with the Plan Administrator’s

performance of its duties under this Plan; (iv) distributing information statements as required for

U.S. federal income tax and other applicable tax purposes; (v) Filing an application for entry by

the Bankruptcy Court of a final decree closing the Chapter 11 Cases; (vi) making distributions to

Professionals for Allowed Professional Compensation Claims from the Professional Fee Reserve

Account; (vii) making distributions of the Distributable Cash; (viii) procuring the necessary

insurance to facilitate the Wind-Down, including appropriate D&O Liability Insurance Policies;

and (ix) such other responsibilities as may be vested in the Plan Administrator pursuant to this

Plan or an order of the Bankruptcy Court (including, without limitation, the Confirmation Order),

or as may be necessary and proper to carry out the provisions of this Plan.

C. Sources of Consideration for Plan Distributions

Subject to the provisions of the Plan concerning the Professional Fee Reserve Account

and the Wind-Down Budget, the Debtors or the Plan Administrator (as applicable) shall fund

distributions under the Plan with the remaining proceeds from the Sale Transaction and the

proceeds of the liquidation of the Debtors’ other assets, if any, all in accordance with the terms

herein.

D. Vesting of Assets

Except as otherwise provided in this Plan or the Sale Order, on and after the Effective

Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all Net Distributable Assets

of the Estates, including all claims, rights, and Causes of Action and any property acquired by

the Debtors under or in connection with this Plan, shall vest in each respective Debtor free and

clear of all Claims, Liens, encumbrances, charges, and other interests. Subject to the terms of

this Plan, on or after the Effective Date, the Plan Administrator may use, acquire, and dispose of

the Net Distributable Assets, and may prosecute, compromise, or settle any Claims and Causes

of Action without supervision of or approval by the Bankruptcy Court and free and clear of any

restrictions of the Bankruptcy Code or the Bankruptcy Rules other than restrictions expressly

imposed by this Plan or the Confirmation Order.

E. Preservation of Causes of Action

In accordance with section 1123(b) of the Bankruptcy Code, the Plan Administrator shall

retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of

Action of the Debtors that are not otherwise transferred or sold pursuant to the Sale Transaction

or distributed pursuant to the Plan, whether arising before or after the Petition Date, and the Plan

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Administrator’s rights to commence, prosecute, or settle such Causes of Action shall be

preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action

released by the Debtors pursuant to the releases and exculpations contained in the Plan, including

in Article IX hereof, which shall be deemed released and waived by the Debtors and the Plan

Administrator as of the Effective Date. No Entity (other than the Released Parties) may rely on

the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement

to any Cause of Action against it as any indication that the Debtors or the Plan Administrator, as

applicable, will not pursue any and all available Causes of Action of the Debtors against it.

F. Corporate Action

On the Effective Date and following satisfaction of the Debtors’ distribution and funding

requirements set forth in the Plan, the Debtors shall be dissolved for all purposes unless the Plan

Administrator determines that dissolution can have any adverse impact on the value of the

Debtors’ Assets; provided, that neither the Debtors nor any party released pursuant to Article IX

herein shall be responsible for any liabilities that may arise as a result of non-dissolution of the

Debtors; provided further, that nothing in the Plan shall be construed as relieving the Debtors or

the Plan Administrator (as applicable) of their duties to pay U.S. Trustee Statutory Fees as

required by the Bankruptcy Code and applicable law until such time as a final decree is entered

in the Debtors’ Chapter 11 Cases or the cases are dismissed or converted to cases under chapter

7 of the Bankruptcy Code. The Plan Administrator shall submit with the appropriate

governmental agencies a copy of the Confirmation Order, which Confirmation Order shall

suffice for purposes of obtaining a Certificate of Dissolution from the applicable Secretary of

State or equivalent body.

Without limiting the foregoing, on the Effective Date and following satisfaction of the

Debtors’ distribution and funding requirements set forth in the Plan, the Debtors shall have no

further duties or responsibilities in connection with implementation of this Plan, and the directors

and officers of the Debtors shall be deemed to have resigned. From and after the Effective Date,

the Plan Administrator shall be authorized to act on behalf of the Estates, provided that the Plan

Administrator shall have no duties other than as expressly set forth in the Plan or the

Confirmation Order.

G. Cancellation of Existing Securities and Agreements

Except for the purpose of evidencing a right to a distribution under this Plan and except

as otherwise set forth in this Plan, on the Effective Date, all agreements, instruments, notes,

certificates, indentures, mortgages, securities and other documents evidencing any Claim or

Interest, and any rights of any Holder in respect thereof, shall be deemed cancelled and of no

further force or effect and the obligations of the Debtors thereunder shall be deemed fully

satisfied, released, and discharged and, as applicable, shall be deemed to have been surrendered

to the Plan Administrator. The holders of or parties to such cancelled instruments, securities,

and other documentation shall have no rights arising from or related to such instruments,

securities, or other documentation or the cancellation thereof, except the rights provided for

pursuant to this Plan.

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H. Effectuating Documents; Further Transactions

Upon entry of the Confirmation Order, the Debtors or the Plan Administrator (as

applicable) shall be authorized to execute, deliver, file, or record such contracts, instruments,

releases, consents, certificates, resolutions, programs, and other agreements or documents, and

take such acts and actions as may be reasonable, necessary, or appropriate to effectuate,

implement, consummate, and/or further evidence the terms and conditions of this Plan and any

transactions described in or contemplated by this Plan. The Debtor, the Plan Administrator, all

Holders of Claims receiving distributions pursuant to this Plan, and all other parties in interest

shall, from time to time, prepare, execute, and deliver any agreements or documents, and take

any other actions as may be necessary or advisable to effectuate the provisions and intent of this

Plan.

I. Section 1146 Exemption from Certain Taxes and Fees

Pursuant to section 1146(a) of the Bankruptcy Code, any transfers of property pursuant to

the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee,

intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording

tax, or other similar tax or governmental assessment, and upon entry of the Confirmation Order,

the appropriate state or local governmental officials or agents shall forgo the collection of any

such tax or governmental assessment and accept for filing and recordation all such instruments

or other documents governing or evidencing such transfers without the payment of any such tax,

recordation fee, or governmental assessment.

J. Sale Order

Notwithstanding anything to the contrary herein, nothing in this Plan shall affect, impair

or supersede the Sale Order(s) or Transaction Documents, each of which remains in full force

and effect and governs in the event of any inconsistency with the Plan.

K. Authority to Act

Prior to, on, or after the Effective Date (as appropriate), all matters expressly provided for

under this Plan that would otherwise require approval of the stockholders, security holders,

officers, directors, or other owners of the Debtors shall be deemed to have occurred and shall be

in effect prior to, on, or after the Effective Date (as applicable) pursuant to the applicable law of

the state(s) in which the Debtors are formed, without any further vote, consent, approval,

authorization, or other action by such stockholders, security holders, officers, directors, or other

owners of the Debtor or notice to, order of, or hearing before, the Bankruptcy Court.

L. Separate Plans

Notwithstanding the combination of separate plans of liquidation for the Debtors set forth

in this Plan for purposes of economy and efficiency, this Plan constitutes a separate chapter 11

plan for each Debtor. Accordingly, if the Bankruptcy Court does not confirm this Plan with

respect to one or more Debtors, it may still confirm this Plan with respect to any other Debtor

that satisfies the Confirmation requirements of section 1129 of the Bankruptcy Code.

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M. Registered Form

Any assignment of rights to Contingent Sale Proceeds shall be made only through a book

entry system maintained by Debtor (on its own behalf and as an agent of the buyer of the assets

sold in the Sale Transaction). The foregoing sentence shall be construed so that the obligation to

pay any Contingent Sale Proceeds shall be treated as an obligation that is maintained in

“registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal

Revenue Code of 1986, as amended.

ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. Assumption and Rejection of Executory Contracts and Unexpired Leases

On the Effective Date, except as otherwise provided herein (which exclusion includesand

specifically excepting the provisions in this Plan regarding the Indemnification Obligations, the

Insurance Policies (including the D&O Liability Insurance Policies), and the Employment

Agreements), or as otherwise identified on the Schedule of Assumed Executory Contracts and

Unexpired Leases, if any (which shall be included in the Plan Supplement), all Executory

Contracts or Unexpired Leases not previously assumed, assumed and assigned, or rejected

pursuant to an order of the Bankruptcy Court, will be deemed rejected, in accordance with the

provisions and requirements of sections 365 and 1123 of the Bankruptcy Code other than those

Executory Contracts or Unexpired Leases that are the subject of a motion to assume that is

pending on the Confirmation Date.

Assumption of any Executory Contract or Unexpired Lease pursuant to the Transaction

Documents or this Plan, and payment of any cure amounts relating thereto, shall, upon

satisfaction of the applicable requirements of section 365 of the Bankruptcy Code, result in the

full, final, and complete release and satisfaction of any Claims or defaults, whether monetary or

nonmonetary, including defaults or provisions restricting the change in control of ownership

interest composition or other bankruptcy-related defaults, arising under any assumed Executory

Contract or Unexpired Lease at any time prior to the effective date of assumption.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases

If the rejection of an Executory Contract or Unexpired Lease pursuant to the Plan and

Confirmation Order results in a Claim, then, unless otherwise ordered by the Court, such Claim

shall be forever barred and shall not be enforceable against the Debtors, the Estates, the Plan

Administrator, or any of their respective assets and properties unless a Proof of Claim is Filed

with the Notice and Claims Agent and served upon counsel to the Plan Administrator within

thirty (30) days of the Effective Date.

The foregoing applies only to Claims arising from the rejection of an Executory Contract

or Unexpired Lease under the Plan and Confirmation Order; any other Claims held by a party to

a rejected Executory Contract or Unexpired Lease shall have been evidenced by a Proof of Claim

Filed by the applicable Bar Date or shall be barred and unenforceable. Claims arising from the

rejection of Executory Contracts or Unexpired Leases under the Plan and Confirmation Order

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shall be classified as General Unsecured Claims and shall, if Allowed, be treated in accordance

with the provisions herein.

Any Claims arising from the rejection of an Executory Contract or Unexpired Lease

pursuant to the Plan and Confirmation Order that are not timely Filed within thirty (30)

days of the Effective Date will be disallowed automatically, forever barred from assertion,

and shall not be enforceable against, as applicable, the Debtors, the Estates, the Plan

Administrator, or any of their respective assets and properties.

C. Reservation of Rights

Neither the exclusion nor the inclusion by the Debtors of any contract or lease on any

exhibit, schedule, or other annex to this Plan or in the Plan Supplement, nor anything contained

in this Plan, shall constitute an admission by the Debtors that any such contract or lease is or is

not an Executory Contract or Unexpired Lease or that the Debtors, the Plan Administrator, or

their respective affiliates has any liability thereunder. Except as explicitly provided in this Plan,

nothing in this Plan shall waive, excuse, limit, diminish, or otherwise alter any of the defenses,

claims, Causes of Action, or other rights of the Debtors or the Plan Administrator under any

executory or non-executory contract or unexpired or expired lease. If there is a dispute regarding

whether a contract or lease is or was executory or unexpired at the time of its assumption under

this Plan, the Debtors or Wind-Down Debtors, as applicable, shall have thirty (30) days

following entry of a Final Order resolving such dispute to alter their treatment of such contract or

lease.

D. Preexisting Obligations to the Debtors Under Executory Contracts and

Unexpired Leases

Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or

otherwise shall not constitute a termination of preexisting obligations owed to the Debtors under

such Executory Contracts or Unexpired Leases. In particular, notwithstanding any

non-bankruptcy law to the contrary, the Debtors expressly reserve and do not waive any right to

receive, or any continuing obligation of a counterparty to provide, warranties, indemnity or

continued maintenance obligations.

E. Indemnity Obligations

Each of the Debtors’ Indemnification Obligations shall not be discharged, impaired, or

otherwise affected by the Plan. The Indemnification Obligations shall be deemed Executory

Contracts assumed or assumed and assigned by the Debtors under the Plan.

F. D&O Liability Insurance Policies

Each D&O Liability Insurance Policy to which the Debtors are a party as of the Effective

Date shall be deemed an Executory Contract and shall be automatically assumed or assumed and

assigned by the applicable Debtor, effective as of the Effective Date, pursuant to sections 365

and 1123 of the Bankruptcy Code. For the avoidance of doubt, coverage for defense and

indemnity under the D&O Liability Insurance Policies shall remain available to all individuals

within the definition of “Insured” in the D&O Liability Insurance Policies. In addition, after the

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Effective Date, all officers, directors, agents, or employees of the Debtors who served in such

capacity at any time before the Effective Date shall be entitled to the full benefits of the D&O

Liability Insurance Policies (including any “tail” policy) in effect or purchased as of the Effective

Date for the full term of such policy regardless of whether such officers, directors, agents, and/or

employees remain in such positions after the Effective Date, in each case, to the extent set forth

in the D&O Liability Insurance Policies.

G. Employment Agreements

Any Employment Agreement not assumed and assigned pursuant to the Transaction

Documents as part of the Sale Transaction shall be assumed by the Plan Administrator on the

Effective Date of the Plan.

H. Modifications, Amendments, Supplements, Restatements, or Other

Agreements

Modifications, amendments, supplements, and restatements to a prepetition Executory

Contract and/or Unexpired Lease that have been executed by the Debtors during the Chapter 11

Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired

Lease.

I. Nonoccurrence of Effective Date

In the event that the Effective Date does not occur, the Bankruptcy Court shall retain

jurisdiction with respect to any request to extend the deadline for assuming or rejecting

Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code.

J. Employee Compensation and Benefits

All employment policies, and all compensation and benefits plans, policies, and programs

of the Debtors applicable to their respective employees, retirees, and nonemployee directors,

including all savings plans, retirement plans, healthcare plans, disability plans, severance benefit

plans, incentive plans, and life and accidental death and dismemberment insurance plans, are

deemed to be, and shall be treated as, Executory Contracts under this Plan and, on the Effective

Date, shall be rejected pursuant to sections 365 and 1123 of the Bankruptcy Code.

K. Insurance Provisions

All rights of the Debtors under any and all Insurance Policies under which the applicable

Debtor is an insured shall automatically become vested in the Wind-Down Debtors as of the

Effective Date without necessity for further approvals or orders. To the extent that any such

Insurance Policies are deemed Executory Contracts, then, unless such Insurance Policies have

been rejected pursuant to an order of the Bankruptcy Court (including the Confirmation Order),

notwithstanding anything to the contrary in this Plan, this Plan shall constitute a motion by the

Debtors to assume those policies, permit such policies to “ride through,” or ratify such Insurance

Policies. Subject to the occurrence of the Effective Date, the entry of the Confirmation Order

shall constitute both approval of such assumption pursuant to section 365 of the Bankruptcy

Code and a finding by the Bankruptcy Court that such assumption is in the best interests of the

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Estates. Unless otherwise determined by the Bankruptcy Court pursuant to a Final Order or

agreed upon by the parties prior to the Effective Date, no payments shall be required to cure any

defaults existing as of the Confirmation Date with respect to any Insurance Policy assumed by

the Estates pursuant to this Article V. Each applicable Insurer is prohibited from denying,

refusing, altering or delaying coverage on any basis regarding or related to the Chapter 11 Cases,

this Plan or any provision within this Plan, including the treatment or means of liquidation set

out within this Plan for any insured Claims or Causes of Action. Nothing in this Plan shall impair

the rights of Estates with respect to (or affect the coverage under) any Insurance Policy.

The Holder of a Claim covered by an Insurance Policy may pursue such Claim to final

judgment, including any appeals, in any court(s) having competent jurisdiction, or settlement,

solely to the extent relief from the Plan injunction is granted, and solely to the extent of available

insurance proceeds. The applicable Debtors may be named in the litigation as a party

defendant(s) subject to the provisions herein. Nothing in the Plan, the Plan Supplement, or any

Definitive Document releases the applicable Debtor(s) from their liability for Claims covered by

an Insurance Policy, provided, however, their liability is limited to the amount of available

proceeds of any applicable Insurance Policy. The Bankruptcy Court shall have exclusive

jurisdiction to determine any requests for relief from the order confirming the Plan and

estimation of claims, as provided for herein and as otherwise consistent with the Plan and

Bankruptcy Code.

For the avoidance of doubt, with respect to any insurance policies under which the

Debtors and non-debtor entities are named insureds, nothing within this Plan shall reject,

terminate, or otherwise affect any non-debtor entities’ rights under or related to such policies,

including rights of coverage, and such policies shall be unimpaired with respect to covered

non-Debtor Entities.

The bankruptcy court shall have exclusive jurisdiction to determine any requests for relief

from the order confirming the Plan and estimation of claims, as provided for herein and as

otherwise consistent with the Plan and Bankruptcy Code.

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Distributions on Account of Claims Allowed as of the Effective Date

As of the close of business on the Distribution Record Date, the various transfer registers

for each of the Classes of Claims or Interests as maintained by the Debtors, or their respective

agents, shall be deemed closed, and there shall be no further changes in the record holders of any

of the Claims or Interests. The Disbursing Agent shall have no obligation to recognize any

ownership transfer of the Claims or Interests occurring on or after the Distribution Record Date.

The Disbursing Agent shall be entitled to recognize and deal for all purposes hereunder only

with those record holders stated on the transfer ledgers as of the close of business on the

Distribution Record Date, to the extent applicable.

Except as otherwise provided herein, the Disbursing Agent shall make distributions to

Holders of Allowed Claims as of the Distribution Record Date at the address for each such

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Holder as indicated on the Debtors’ records as of the date of any such distribution; provided, that

the manner of such distributions shall be determined at the discretion of the Disbursing Agent;

provided further, that to the extent a Proof of Claim has been filed, the address for each Holder

of an Allowed Claim shall be deemed to be the address set forth in any Proof of Claim Filed by

that Holder. The Disbursing Agent shall make all distributions for Class 3 Claims to the

Prepetition Term Loan Administrative Agent, who shall then distribute such individual amounts

to the Prepetition Term Loan Secured Parties in accordance with the Prepetition Term Loan

Documents.

B. Compliance with Tax Requirements

In connection with this Plan, any Person issuing any instrument or making any

distribution or payment in connection therewith, shall comply with all applicable withholding

and reporting requirements imposed by any federal, state, or local taxing authority. In the case of

a non-Cash distribution that is subject to withholding, the distributing party may require the

intended recipient of such distribution to provide the withholding agent with an amount of Cash

sufficient to satisfy such withholding tax as a condition to receiving such distribution or withhold

an appropriate portion of such distributed property and either (1) sell such withheld property to

generate Cash necessary to pay over the withholding tax (or reimburse the distributing party for

any advance payment of the withholding tax) or (2) pay the withholding tax using its own funds

and retain such withheld property. The distributing party shall have the right not to make a

distribution under this Plan until its withholding or reporting obligation is satisfied pursuant to

the preceding sentences. Any amounts withheld pursuant to this Plan shall be deemed to have

been distributed to and received by the applicable recipient for all purposes of this Plan.

Any party entitled to receive any property as an issuance or distribution under this Plan

shall, upon request, deliver to the withholding agent or such other Person designated by the Plan

Administrator the appropriate IRS Form or other tax forms or documentation requested by the

Plan Administrator to reduce or eliminate any required federal, state, or local withholding. If the

party entitled to receive such property as an issuance or distribution fails to comply with any

such request for a one hundred eighty (180) day period beginning on the date after the date such

request is made, the amount of such issuance or distribution shall irrevocably revert to the Plan

Administrator and any Claim in respect of such distribution under this Plan shall be discharged

and forever barred from assertion against such Debtor, the Plan Administrator, or their respective

property.

Notwithstanding the above, each Holder of an Allowed Claim or Interest that is to receive

a distribution under this Plan shall have the sole and exclusive responsibility for the satisfaction

and payment of any tax obligations imposed on such Holder by any Governmental Unit,

including income, withholding, and other tax obligations, on account of such Plan Distribution.

C. Date of Distributions

Distributions made after the Effective Date to holders of Allowed Claims shall be

deemed to have been made on the Effective Date and no interest shall accrue or be payable with

respect to such Claims or any distribution related thereto. In the event that any payment or act

under this Plan is required to be made or performed on a date that is not a Business Day, then the

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making of such payment or the performance of such act may be completed on or as soon as

reasonably practicable after the next succeeding Business Day, but shall be deemed to have been

completed as of the required date.

D. Disbursing Agent

Except as may be otherwise provided in the Sale Order or Cash Collateral Order, all

distributions under this Plan shall be made by the Disbursing Agent on and after the Effective

Date and as provided herein. The Disbursing Agent shall not be required to give any bond or

surety or other security for the performance of its duties. The Debtors shall use commercially

reasonable efforts to provide the Disbursing Agent with the amounts of Claims and the identities

and addresses of Holders of Claims, in each case, as set forth in the Debtors’ books and records.

The Debtors shall cooperate in good faith with the Disbursing Agent to comply with the

reporting and withholding requirements outlined in the Plan.

E. Rights and Powers of Disbursing Agent

The Disbursing Agent may (1) effect all actions and execute all agreements, instruments,

and other documents necessary to carry out the provisions of this Plan; (2) make all distributions

contemplated hereby; and (3) perform such other duties as may be required of the Disbursing

Agent pursuant to this Plan or as deemed by the Disbursing Agent to be necessary and proper to

implement the provisions hereof.

F. Surrender of Instruments

As a condition precedent to receiving any distribution under this Plan, each holder of a

certificated instrument or note must surrender such instrument or note held by it to the Plan

Administrator or its designee. Any holder of such instrument or note that fails to (1) surrender

the instrument or note; or (2) execute and deliver an affidavit of loss or indemnity reasonably

satisfactory to the Plan Administrator and furnish a bond in form, substance, and amount

reasonably satisfactory to the Plan Administrator within six (6) months of being entitled to such

distribution shall be deemed to have forfeited all rights and claims and may not participate in any

distribution hereunder.

G. Delivery of Distributions and Undeliverable or Unclaimed Distributions

Subject to applicable Bankruptcy Rules, all distributions to Holders of Allowed Claims

shall be made by the Disbursing Agent, who shall transmit such distributions to the applicable

Holders of Allowed Claims or their designees.

If any distribution to a holder of an Allowed Claim (1) is returned as undeliverable for

lack of a current address or otherwise; or (2) is not cashed or otherwise presented for collection

by the holder of the Allowed Claim within ninety (90) calendar days after the mailing of such

distribution, the Plan Administrator shall be authorized to cancel such distribution check and file

with the Bankruptcy Court the name and last known address of the holder of undeliverable

distribution or uncashed distribution, as applicable. If, after the passage of thirty (30) calendar

days after such Filing, the payment or distribution on the Allowed Claim still cannot be made,

then (1) the holder of such Claim shall cease to be entitled to the undeliverable distribution or

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uncashed distribution, which will revert to the Plan Administrator for distribution in accordance

with the terms of this Plan; and (2) the Allowed Claim of such holder shall be deemed

disallowed and expunged for purposes of further distributions under the Plan.

H. Manner of Payment

Except as specifically provided herein, at the option of the Debtors or the Plan

Administrator, as applicable, any Cash payment to be made under this Plan may be made by a

check or wire transfer or as otherwise required or provided in applicable agreements or

customary practices of the Debtors.

I. Foreign Currency Exchange Rate

As of the Effective Date, any Claim asserted in currency other than U.S. dollars shall be

automatically deemed converted to the equivalent U.S. dollar value using the exchange rate for

the applicable currency as published in The Wall Street Journal, on the Petition Date.

J. Setoffs and Recoupment

The Debtors and the Plan Administrator, pursuant to the Bankruptcy Code (including

section 553 of the Bankruptcy Code), and applicable bankruptcy and/or non-bankruptcy law,

without the approval of the Bankruptcy Court and upon no less than fourteen (14) calendar days’

notice to the applicable Holder of a Claim, or as may be agreed to by the Holder of a Claim, may,

but shall not be required to, set off against or recoup against any Allowed Claim and the

distributions to be made pursuant to this Plan on account of such Allowed Claim, any claims of

any nature whatsoever that the Debtors or their Estates may have against the Holder of such

Allowed Claim; provided, that neither the failure to effect such a setoff or recoupment nor the

allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Plan

Administrator of any such claim the Debtors or their Estates may have against the holder of such

Claim.

K. Minimum Distribution

No payment of Cash in an amount of less than one hundred U.S. dollars ($100.00) shall

be required to be made on account of any Allowed Claim. Such undistributed amount may

instead be used in accordance with the Plan and the Wind-Down Budget. If the Cash available

for the final distribution is less than the cost to distribute such funds, the Plan Administrator may

donate such funds to the unaffiliated charity of its choice.

L. Allocations

Except as otherwise provided in this Plan or as otherwise required by law, distributions

with respect to an Allowed Claim shall be allocated first to the principal portion of such Allowed

Claim (as determined for U.S. federal income tax purposes) and, thereafter, to the remaining

portion of such Allowed Claim, if any.

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M. Distributions Free and Clear

Except as otherwise provided in this Plan, any distribution or transfer made under this

Plan, including distributions to any Holder of an Allowed Claim, shall be free and clear of any

Liens, Claims, encumbrances, charges, and other interests, and no other entity shall have any

interest, whether legal, beneficial, or otherwise, in property distributed or transferred pursuant to

this Plan.

N. Claims Paid or Payable by Third Parties

1. Claims Paid by Third Parties

If a Holder of a Claim receives a payment or other satisfaction of its Claim other than

through the Debtors or Plan Administrator on account of such Claim, such Claim shall be

reduced by the amount of such payment or satisfaction without an objection to such Claim

having to be Filed and without any further notice to or action, order, or approval of the

Bankruptcy Court, and if the Claim was paid or satisfied in full other than through the Debtors or

the Plan Administrator, then such Claim shall be disallowed and any recovery in excess of a

single recovery in full shall be paid over to the Plan Administrator without an objection to such

Claim having to be Filed and without any further notice to or action, order, or approval of the

Bankruptcy Court. To the extent a Holder of a Claim receives a distribution on account of such

Claim and receives payment or satisfaction from a party that is not the Debtors or the Plan

Administrator on account of such Claim, such Holder shall, within fourteen (14) calendar days of

receipt thereof, repay or return the distribution to the Debtors or the Plan Administrator, to the

extent the Holder’s total recovery on account of such Claim from the third party and under the

Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan.

2. Claims Payable by Third Parties

No distributions under the Plan shall be made on account of an Allowed Claim that is

payable pursuant to one of the Debtors’ Insurance Policies until the holder of such Allowed

Claim has exhausted all remedies with respect to such Insurance Policy. To the extent that one

or more of the Debtors’ insurers agrees to satisfy in full or in part a Claim (if and to the extent

adjudicated by a court of competent jurisdiction), then immediately upon such insurers’

agreement, the applicable portion of such Claim may be expunged without an objection to such

Claim having to be Filed and without any further notice to or action, order, or approval of the

Bankruptcy Court.

3. Applicability of Insurance Policies

Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims

shall be in accordance with the provisions of any applicable insurance policy. Except as set forth

in Article IX herein, nothing in this Plan shall constitute or be deemed a waiver of any Cause of

Action that the Debtors or any Entity, including the Plan Administrator, may hold against any

other Entity, including insurers under any policies of insurance, nor shall anything contained

herein constitute or be deemed a waiver by such insurers of any defenses, including coverage

defenses, held by such insurers.

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O. No Postpetition Interest on Claims

Unless otherwise specifically provided for in this Plan or the Confirmation Order, or

required by applicable bankruptcy and non-bankruptcy law, postpetition interest shall not accrue

or be paid on any prepetition Claims, and no Holder of a Claim shall be entitled to interest

accruing on or after the Petition Date on such Claim.

ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS

A. Allowance of Claims

After the Effective Date, the Plan Administrator shall have and retain any and all rights

and defenses that the Debtor had with respect to any Claim or Interest immediately prior to the

Effective Date.

B. Claims Administration Responsibilities

Except as otherwise specifically provided in the Plan, after the Effective Date, the Plan

Administrator shall have the sole authority to: (1) File, withdraw, or litigate to judgment,

objections to Claims or Interests; (2) settle or compromise any Disputed Claim without any

further notice to or action, order, or approval by the Bankruptcy Court; and (3) administer and

adjust the Claims Register to reflect any such settlements or compromises without any further

notice to or action, order, or approval by the Bankruptcy Court.

C. Estimation of Claims and Interests

Before or after the Effective Date, the Debtors or the Plan Administrator may (but are not

required to) at any time request that the Bankruptcy Court estimate any Disputed Claim that is

contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason,

regardless of whether any party previously has objected to such Claim or whether the Bankruptcy

Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to

estimate any such Claim, including during the litigation of any objection to any Claim or during

the appeal relating to such objection.

Notwithstanding any provision otherwise herein, a Claim that has been expunged or

disallowed from the Claims Register, but that either is subject to appeal or has not been the

subject of a Final Order, shall be deemed to be estimated at zero dollars ($0.00) unless otherwise

ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any

contingent or unliquidated Claim, that estimated amount shall constitute a maximum limitation

on such Claim for all purposes under the Plan (including for purposes of distributions), and the

Debtors or the Plan Administrator (as applicable) may elect to pursue any supplemental

proceedings to object to any ultimate distribution on such Claim.

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D. Adjustment to Claims or Interests Without Objection

Any Claim that has been paid, satisfied, or assumed by Purchaser(s) in the Sale

Transaction(s), or any Claim that has been amended or superseded, may be adjusted or expunged

on the Claims Register by the Debtors or the Plan Administrator (as applicable) without an

objection to such Claim having to be Filed and without any further notice to or action, order, or

approval of the Bankruptcy Court.

E. Time to File Objections to Claims

Except as otherwise provided herein, any objections to Claims shall be Filed on or before

the Claims Objection Bar Date (as such date may be extended upon presentment of an order to

the Bankruptcy Court by the Plan Administrator or the Debtors).

F. Disallowance of Claims or Interests

Except as otherwise expressly set forth herein, all Claims and Interests of any Entity from

which property is sought by the Debtors under sections 542, 543, 550, or 553 of the Bankruptcy

Code or that the Debtors or the Plan Administrator allege is a transferee of a transfer that is

avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy

Code shall be disallowed if: (1) the Entity, on the one hand, and the Debtors or the Plan

Administrator on the other hand, agree or the Bankruptcy Court has determined by Final Order

that such Entity or transferee is liable to turn over any property or monies under any of the

aforementioned sections of the Bankruptcy Code; and (2) such Entity or transferee has failed to

turn over such property by the date set forth in such agreement or final order.

G. Disallowance of Late Claims

Except as provided herein or otherwise agreed to by the Debtors, Wind-Down Debtors, or

the Plan Administrator, as applicable, any holder of a Claim Filed via Proof of Claim after the

Bar Date shall not receive any distributions on account of such Claims, unless on or before the

Combined Hearing such late Claim has been deemed timely Filed by a Final Order.

H. Disputed Claims Process

All Claims held by Persons or Entities against whom or which the Debtor has

commenced a proceeding asserting a Cause of Action under sections 542, 543, 544, 545, 547,

548, 549, or 550 of the Bankruptcy Code or that is a transferee of a transfer avoidable under

section 522(f), 522(h), 544, 545, 548, 549 or 724(a) of the Bankruptcy Code shall be deemed

Disputed Claims pursuant to section 502(d) of the Bankruptcy Code and holders of such Claims

shall not be entitled to vote to accept or reject this Plan. A Claim deemed Disputed pursuant to

this Article VII.H. shall continue to be Disputed for all purposes until the relevant proceeding

against the Holder of such Claim has been settled or resolved by a Final Order and any sums due

to the Debtor or the Plan Administrator from such holder have been paid.

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I. Amendments to Claims

Except as provided herein, on or after the Effective Date, without the prior authorization

of the Bankruptcy Court or the Plan Administrator, a Claim may not be Filed or amended and

any such new or amended Claim Filed shall be deemed disallowed in full and expunged without

any further notice to or action, order, or approval of the Bankruptcy Court.

J. No Distributions Pending Allowance

If an objection to a Claim, Proof of Claim, or portion thereof is Filed, no payment or

distribution provided under the Plan shall be made on account of such Claim, Proof of Claim, or

portion thereof unless and until the Disputed Claim becomes an Allowed Claim.

K. Distributions After Allowance

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions

shall be made to the Holder of such Allowed Claim in accordance with the provisions of the

Plan. As soon as practicable after the date that the order or judgment of the Bankruptcy Court

allowing any Disputed Claim becomes a Final Order, the Disbursing Agent shall provide to the

Holder of such Claim the distribution to which such Holder is entitled under the Plan as of the

Effective Date, without any interest, dividends, or accruals to be paid on account of such Claim.

No interest shall accrue or be paid on any Claim with respect to the period from the Effective

Date to the date a final distribution is made on account of such Claim.

ARTICLE VIII.

CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

A. Conditions Precedent to the Effective Date

The following shall be conditions precedent to the occurrence of the Effective Date:

(a) the Bankruptcy Court shall have entered the Confirmation Order, which shall:

(i) authorize the Debtors to take all actions necessary to enter into,

implement, and consummate the contracts, instruments, releases,

leases, indentures, and other agreements or documents created in

connection with the Plan;

(ii) decree that the provisions in the Confirmation Order and the Plan are

nonseverable and mutually dependent;

(iii) authorize the Debtors, as applicable/necessary, to implement the

Liquidation Transactions and make all distributions and issuances as

required under the Plan;

(iv) authorize the implementation of the Plan in accordance with its

terms; and

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(v) provide that, pursuant to section 1146 of the Bankruptcy Code, the

assignment or surrender of any lease or sublease, and the delivery of

any deed or other instrument or transfer order, in furtherance of, or

in connection with the Plan, including any deeds, bills of sale, or

assignments executed in connection with any disposition or transfer

of assets contemplated under the Plan, shall not be subject to any

stamp, real estate transfer, mortgage recording, or other similar tax

to the fullest extent permissible;

(b) the Debtors shall have obtained all authorizations, consents, regulatory

approvals, rulings, or documents that are necessary to implement and

effectuate the Plan;

(c) the final version of each of the Plan and all documents contained in any

supplement to the Plan, including the Plan Supplement and all of the

schedules, documents, and exhibits contained therein shall have been Filed in

a form reasonably acceptable to the Prepetition Term Loan Administrative

Agent;

(d) the Debtors shall have fully funded the Professional Fee Reserve Account and

Wind-Down Budget;

(e) all reasonable and documented professional fees and expenses of the

Prepetition Term Loan Advisors shall have been paid in full;

(f) to the extent invoiced, the payment in cash in full of all Liquidation Expenses;

(g) the Sale Transaction shall have been consummated substantially on the terms

described in the Bid Procedures Order; and

(h) the Debtors shall have implemented the Liquidation Transactions and all

transactions contemplated in this Plan in a manner consistent with the Plan.

B. Waiver of Conditions Precedent to the Effective Date

The Debtors, with the express prior written consent of the Prepetition Term Loan

Administrative Agent and, with respect solely to conditions (c) and (f), above, the Consenting

Unsecured Creditors (in each case not to be unreasonably withheld or delayed) solely to the

extent the Consenting Unsecured Creditors are materially and adversely affected, may waive any

one or more of the Conditions Precedent to the Effective Date.

ARTICLE IX.

RELEASE, INJUNCTION, AND RELATED PROVISIONS

A. Debtor Releases

Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration,

as of the Effective Date, each of the Released Parties is unconditionally, irrevocably,

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generally, individually, and collectively, released, acquitted, and discharged by the

Debtors, the Wind-Down Debtors, and each of their Estates, including any successors to

the Debtors or any Estate’s representative appointed or selected pursuant to section

1123(b)(3) of the Bankruptcy Code, from any and all Causes of Action, including any

Avoidance Actions or derivative Causes of Action asserted or assertable by or on behalf of

a Debtor, a Wind-Down Debtor, or any of their Estates, any Causes of Action that any

Debtor, Wind-Down Debtor, or any of their Estates would have been legally entitled to

assert in its own right (whether individually or collectively) or on behalf of the Holder of

any Claim against or Interest in a Debtor or other Entity, whether known or unknown,

foreseen or unforeseen, asserted or unasserted, matured or unmatured, existing or

hereafter arising, in law, equity, contract, tort, or otherwise that the Debtors, Wind-Down

Debtors, or their Estates (whether individually or collectively) ever had, now has, or

thereafter can, shall, or may have, based on or relating to, or in any manner arising from,

in whole or in part: (a) the Debtors, the Debtors’ in- or out-of-court restructuring efforts,

the Marketing Process, intercompany transactions, the Chapter 11 Cases, the purchase,

sale, or rescission of any security of the Debtors, any Sale Transaction, the formulation,

preparation, dissemination, negotiation, or filing of the Transaction Documents, PSA, the

Disclosure Statement, or the Plan, including the Plan Supplement; (b) any Liquidation

Transaction, contract, instrument, release, or other agreement or document (including any

legal opinion requested by any Entity regarding any transaction, contract, instrument,

document, or other agreement contemplated by the Plan or the reliance by any Released

Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or

entered into in connection with the Sale Transaction, the PSA, the Disclosure Statement, or

the Plan, including the Plan Supplement; (c) the business or contractual arrangements

between any Debtor and any Released Party, whether before or during the Debtors’

Chapter 11 Cases, or the restructuring of Claims and Interests before or during the

Chapter 11 Cases; (d) the subject matter of, or the transactions or events giving rise to, any

Claim or Interest that is affected by or classified in the Plan; (e) the filing of the Chapter 11

Cases, the pursuit of Confirmation, the pursuit of consummation of the Plan, the

administration and implementation of the Plan, including any issuance or distribution of

securities pursuant to the Plan, or the distribution of property under the Plan or any other

related agreement; or (f) any other act or omission, transaction, agreement, event, or other

occurrence taking place on or before the Effective Date arising from or relating to any of

the foregoing, including, without limitation, the Prepetition Loan Documents, any

Interests, and all matters relating thereto.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above

shall not release: (a) to the extent that any Claims or other Causes of Action against the

Debtors are not released pursuant to the Plan, are not discharged pursuant to the Plan, or

are Disputed, any rights of the Debtors and the Wind-Down Debtors to assert any and all

counterclaims, crossclaims, offsets, indemnities, claims for contribution, defenses, and

similar claims or other Causes of Action in response to such Causes of Action; (b) any

commercial Cause of Action arising in the ordinary course of business, such as accounts

receivable and accounts payable on account of goods and services being performed; (c) any

post- Effective Date obligations of any party or Entity under the Plan, any Liquidation

Transaction, or any other document, instrument, or agreement executed to implement the

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Plan (including those set forth in the Plan Supplement); (d) the Retained Causes of Action,

or (e) any obligations of any party or Entity under the Transaction Documents.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval,

pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference

each of the related provisions and definitions contained in the Plan, and further, shall

constitute the Bankruptcy Court’s finding that the Debtor Release is: (a) essential to the

Confirmation of the Plan; (b) an exercise of the Debtors’ business judgment; (c) in

exchange for the good and valuable consideration and substantial contributions provided

by the Released Parties; (d) a good faith settlement and compromise of the Causes of

Action released by the Debtor Release; (e) in the best interests of the Debtors and all

Holders of Claims and Interests; (f) fair, equitable, and reasonable; (g) given and

made after due notice and opportunity for hearing; and (h) a bar to any of the Debtors, the

Wind-Down Debtors, and the Estates, including any successors to the Debtors or any

Estate’s representative appointed or selected pursuant to section 1123(b)(3) of the

Bankruptcy Code, asserting any Cause of Action released pursuant to the Debtor Release.

Each of the Debtors expressly acknowledges that although ordinarily a general release may

not extend to Claims or Causes of Action that each Debtor does not know or suspect to

exist in its favor, which if known by it may have materially affected its settlement with the

party released, they have carefully considered, and taken into account in determining to

enter into the above releases described in this Plan, the possible existence of such unknown

losses or Claims or Causes of Action. Without limiting the generality of the foregoing, each

Debtor expressly waives and relinquishes any and all rights and benefits such party may

have or conferred upon it under any federal, state, or local statute, rule, regulation, or

principle of common law or equity that provides that a release does not extend to Claims or

Causes of Action that the claimant does not know or suspect to exist in its favor at the time

of providing the release or that may in any way limit the effect or scope of the releases with

respect to released Claims or Causes of Action that such party did not know or suspect to

exist in such party’s favor at the time of providing the release, which in each case if known

by it may have materially affected its settlement with any Released Party, including,

without limitation, California Civil Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD

HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH

THE DEBTOR OR RELEASED PARTY.

Each of the Debtors expressly acknowledges that the releases and covenants not to

sue contained in the Plan are effective regardless of whether those released matters or

released Claims or Causes of Action are presently known or unknown, suspected or

unsuspected, or foreseen or unforeseen.

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Notwithstanding anything herein to the contrary, the Prepetition Term Loan Secured

Parties shall not be deemed to release any direct claims they may have against former

directors and officers of the Debtors who were not directors or officers as of the Petition

Date.

B. Releases by the Releasing Parties

As of the Effective Date, each of the Releasing Parties other than the Debtors shall, and

shall be deemed to have, expressly, absolutely, unconditionally, irrevocably, generally,

individually, and collectively, released, acquitted, and discharged each of the Released

Parties from any and all Causes of Action, including any Avoidance Actions or derivative

Causes of Action asserted or assertable by or on behalf of a Debtor, Wind-Down Debtor, or

any of their Estates, and any Causes of Action asserted or assertable by or on behalf of the

Holder of any Claim or Interest or other Entity, whether known or unknown, foreseen or

unforeseen, asserted or unasserted, matured or unmatured, existing or hereafter arising, in

law, equity, contract, tort, or otherwise that the Releasing Parties (whether individually or

collectively) ever had, now have, or thereafter can, shall, or may have, based on or relating

to, or in any manner arising from, in whole or in part: (a) the Debtors, the Debtors’ in- or

out-of-court restructuring efforts, the Marketing Process, intercompany transactions, the

Chapter 11 Cases, the purchase, sale, or rescission of any security of the Debtors, the

formulation, preparation, dissemination, negotiation, or filing of the Transaction

Documents, the PSA, the Disclosure Statement, or the Plan, including the Plan

Supplement; (b) any Liquidation Transaction, contract, instrument, release, or other

agreement or document (including any legal opinion requested by any Entity regarding

any transaction, contract, instrument, document, or other agreement contemplated by the

Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu

of such legal opinion) created or entered into in connection with the Sale Transaction, the

PSA, the Disclosure Statement, or the Plan, including the Plan Supplement; (c) the business

or contractual arrangements between any Debtor and any Releasing Party, whether before

or during the Debtors’ restructuring, or the restructuring of Claims and Interests before

or during the Chapter 11 Cases; (d) the subject matter of, or the transactions or events

giving rise to, any Claim or Interest that is affected by or classified in the Plan; (e) the

filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation

of the Plan, the administration and implementation of the Plan, including any issuance or

distribution of securities pursuant to the Plan, or the distribution of property under the

Plan or any other related agreement; or (f) any other act or omission, transaction,

agreement, event, or other occurrence taking place on or before the Effective Date arising

from or relating to any of the foregoing, including, without limitation, the Prepetition Loan

Documents, and all matters relating thereto.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above

shall not release, prejudice, limit, impact, or otherwise impair: (a) to the extent that any

Causes of Action against any Releasing Party are not released or discharged pursuant to

the Plan, any rights of such Releasing Party to assert any and all counterclaims,

crossclaims, offsets, indemnities, claims for contribution, defenses, and similar claims in

response to such Causes of Action; (b) any rights of the Prepetition Term Loan

Administrative Agent to (i) payment of fees, expenses, and indemnification obligations as

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against any money or property distributable to holders of Claims under the Prepetition

Term Loan Credit Agreement, respectively, including any rights to priority of payment

and/or to exercise charging liens or (ii) seek compensation and/or reimbursement of fees

and expenses in accordance with the terms of the Plan and Confirmation Order, as

applicable; (c) any Prepetition Term Loan Secured Party from pursuing claims in its own

name against Adrian Adams; (d) any commercial Cause of Action arising in the ordinary

course of business, such as accounts receivable and accounts payable on account of goods

and services being performed; (e) any post- Effective Date obligations of any party or

Entity under the Plan, any Liquidation Transaction, or any document, instrument, or

agreement executed to implement the Plan (including those set forth in the Plan

Supplement); (f) any obligations of any party or Entity under the Transaction Documents;

or (g) any direct claims the Prepetition Term Loan secured Parties may have against

former directors and officers of the Debtors who were not directors or officers as of the

Petition Date

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval,

pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by

reference each of the related provisions and definitions contained herein, and, further,

shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (a)

essential to the Confirmation of the Plan; (b) given in exchange for the good and valuable

consideration and substantial contributions provided by the Released Parties; (c) a good

faith settlement and compromise of the Causes of Action released by the Third-Party

Release; (d) in the best interests of the Debtors and their Estates; (e) fair, equitable, and

reasonable; (f) given and made after due notice and opportunity for hearing; (g)

consensual; and (h) a bar to any of the Releasing Parties asserting any Claim or Cause of

Action released pursuant to the Third-Party Release.

Each of the Releasing Parties expressly acknowledges that although ordinarily a general

release may not extend to Claims or Causes of Action that the Releasing Party does not

know or suspect to exist in its favor, which if known by it may have materially affected its

settlement with the party released, they have carefully considered, and taken into account

in determining to enter into the above releases described in this Plan, the possible existence

of such unknown losses or Claims or Causes of Action. Without limiting the generality of

the foregoing, each Releasing Party expressly waives and relinquishes any and all rights

and benefits such party may have or conferred upon it under any federal, state, or local

statute, rule, regulation, or principle of common law or equity that provides that a release

does not extend to Claims or Causes of Action that the claimant does not know or suspect

to exist in its favor at the time of providing the release or that may in any way limit the

effect or scope of the releases with respect to released Claims or Causes of Action that such

party did not know or suspect to exist in such party’s favor at the time of providing the

release, which in each case if known by it may have materially affected its settlement with

any Released Party, including, without limitation, California Civil Code § 1542, which

provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT

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TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD

HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH

THE DEBTOR OR RELEASED PARTY.

Each of the Releasing Parties expressly acknowledges that the releases and

covenants not to sue contained in the Plan are effective regardless of whether those

released matters or released Claims or Causes of Action are presently known or unknown,

suspected or unsuspected, or foreseen or unforeseen.

C. Exculpations

To the fullest extent permitted by applicable law, no Exculpated Party will either have or

incur any liability to any person or Entity for, and each Exculpated Party is hereby

released and exculpated from, any Cause of Action related to any act or omission in

connection with, relating to, or arising out of, the Debtors’ restructuring efforts, the

Chapter 11 Cases, preparation for the Chapter 11 Cases, the filing of the Chapter 11

Cases, formulation, preparation, dissemination, negotiation, filing, or termination of the

Transaction Documents, the Plan Support Agreement, the Disclosure Statement, or the

Plan, including the Plan Supplement, or any Liquidation Transaction, contract,

instrument, release, or other agreement or document (including providing any legal

opinion requested by any Entity regarding any transaction, contract, instrument,

document, or other agreement contemplated by the Plan or the reliance by any Exculpated

Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or

entered into in connection with any of the foregoing, the Sale Transaction, the funding of

the Plan, the occurrence of the Effective Date, the pursuit of Confirmation, the pursuit of

consummation, the administration and implementation of the Plan, the issuance of

securities pursuant to the Plan, or the distribution of property under the Plan or any other

related agreement, except for claims related to any act or omission that is determined in a

Final Order to have constituted actual fraud, gross negligence, or willful misconduct, but

in all respects such Persons will be entitled to reasonably rely upon the advice of counsel

with respect to their duties and responsibilities pursuant to the Plan. The foregoing shall

not be deemed to release, affect, or limit any post- Effective Date rights or obligations of

the Exculpated Parties under the Plan, any Liquidation Transaction, or any other

document, instrument, or agreement executed to implement the Plan (including those set

forth in the Plan Supplement).

The Exculpated Parties have, and upon consummation of the Plan shall be deemed to have,

participated in good faith and in compliance with the applicable laws with regard to the

solicitation of, and distribution of consideration pursuant to, the Plan and, therefore, are

not, and on account of such distributions shall not be, liable at any time for the violation of

any applicable law, rule, or regulation governing the solicitation of acceptances or

rejections of the Plan or such distributions made pursuant to the Plan.

The exculpation will be in addition to, and not in limitation of, all other releases,

indemnities, exculpations, and any other applicable law or rules protecting such

Exculpated Parties from liability.

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Notwithstanding anything herein to the contrary, the Prepetition Term Loan Secured

Parties shall not be deemed to release any direct claims they may have against former

directors and officers of the Debtors who were not directors or officers as of the Petition

Date.

D. Injunction

Except as otherwise expressly provided in the Plan or for obligations issued or required to

be paid pursuant to the Plan or the Confirmation Order, all Entities that have held, hold,

or may hold claims or interests that have been released pursuant to the Plan provisions

setting forth the releases granted by the Debtors or the Releasing Parties, or discharged

pursuant to the Plan, or are subject to exculpation pursuant to the article of the Plan which

provides for the exculpation of the Exculpated Parties, shall be permanently enjoined,

from and after the Effective Date, from taking any of the following actions against, as

applicable, the Debtors, Wind-Down Debtors, the Exculpated Parties, or the Released

Parties: (a) commencing or continuing in any manner any action or other

proceeding of any kind on account of or in connection with or with respect to any such

claims or interests; (b) enforcing, attaching, collecting, or recovering by any manner or

means any judgment, award, decree, or order against such Entities on account of or in

connection with or with respect to any such claims or interests; (c) creating, perfecting, or

enforcing any lien or encumbrance of any kind against such Entities or the property or the

estates of such Entities on account of or in connection with or with respect to any such

claims or interests; (d) asserting any right of setoff, subrogation, or recoupment of any

kind against any obligation due from such Entities or against the property of such Entities

on account of or in connection with or with respect to any such claims or interests unless

such Entity has, on or before the Effective Date, asserted such setoff right in a document

filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an

indication of a claim or interest or otherwise that such Entity asserts, has, or intends to

preserve any right of setoff pursuant to applicable law or otherwise; and (e) commencing

or continuing in any manner any action or other proceeding of any kind on account of or

in connection with or with respect to any such claims or interests released or settled

pursuant to the Plan.

E. No Discharge

Because the Debtors are liquidating and will not engage in business after consummation

of the Plan, they are not entitled to a discharge of obligations pursuant to section 1141 of the

Bankruptcy Code with regard to any holders of Claims or Interests.

F. Release of Liens

Except as otherwise provided herein or in any contract, instrument, release, or other

agreement or document created pursuant to the Plan, on the Effective Date and concurrently with

the applicable distributions made pursuant to the Plan and, in the case of a Secured Claim,

satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date in

accordance with the terms of the Plan, all mortgages, deeds of trust, Liens, pledges, or other

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security interests against any property of the Estate shall be fully released and discharged, and all

of the right, title, and interest of any holder of such mortgages, deeds of trust, Liens, pledges, or

other security interests shall revert to the Debtors and their successors and assigns.

If any Holder of an Other Secured Claim or any agent for such Holder has filed or

recorded publicly any Liens and/or security interests to secure such Holder’s Other Secured

Claim, as soon as practicable on or after the date such Holder has been satisfied in full pursuant

to the Plan, such Holder (or the agent for such holder) shall take any and all steps requested by

the Plan Administrator that are necessary or desirable to record or effectuate the cancellation

and/or extinguishment of such Liens and/or security interests, including the making of any

applicable filings or recordings, and the Plan Administrator shall be entitled to make any such

filings or recordings on such holder’s behalf.

G. Gatekeeper Provision

No party may commence, continue, amend, or otherwise pursue, join in, or otherwise

support any other party commencing, continuing, amending, or pursuing, a Cause of Action of

any kind against the Debtors, the Plan Administrator, the Exculpated Parties, or the Released

Parties that relates to, or is reasonably likely to relate to any act or omission in connection with,

relating to, or arising out of, a Cause of Action subject to Article IX.A, Article IX.B, and Article

IX.C without first (a) requesting a determination from the Bankruptcy Court, after notice and a

hearing, that such Cause of Action represents a colorable claim against a Debtor, Plan

Administrator, Exculpated Party, or Released Party and is not a Claim that the Debtors released

under the Plan, which request must attach the complaint or petition proposed to be filed by the

requesting party and (b) obtaining from the Bankruptcy Court specific authorization for such

party to bring such Cause of Action against any such Debtor, Plan Administrator, Exculpated

Party, or Released Party. For the avoidance of doubt, any party that obtains such determination

and authorization and subsequently wishes to amend the authorized complaint or petition to add

any Causes of Action not explicitly included in the authorized complaint or petition must obtain

authorization from the Bankruptcy Court before filing any such amendment in the court where

such complaint or petition is pending. The Bankruptcy Court will have sole and exclusive

jurisdiction to determine whether a Cause of Action is colorable and, only to the extent legally

permissible, will have jurisdiction to adjudicate the underlying colorable Cause of Action.

ARTICLE X.

RETENTION OF JURISDICTION

On and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction,

pursuant to 28 U.S.C. §§ 1334 and 157, over all matters arising in or related to the Chapter 11

Cases for, among other things, the following purposes:

1. Allow, disallow, determine, liquidate, classify, estimate, or establish the priority,

secured or unsecured status, or amount of any Claim or Interest, including the resolution of any

request for payment of any Administrative Claim and the resolution of any and all objections to

the secured or unsecured status, priority, amount, or allowance of Claims or Interests.

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2. Resolve any cases, controversies, suits, or disputes that may arise in connection

with Claims, including Claim objections, allowance, disallowance, subordination, estimation and

distribution.

3. Decide and resolve all matters related to the granting and denying, in whole or in

part of, any applications for allowance of compensation or reimbursement of expenses to

Professionals authorized pursuant to the Bankruptcy Code or the Plan.

4. Resolve any matters related to: (a) the assumption or assumption and assignment

of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to

which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any cure

amount arising therefrom; and/or (b) any dispute regarding whether a contract or lease is or was

executory or expired.

5. Adjudicate, decide or resolve any motions, adversary proceedings, contested, or

litigated matters, and any other matters, and grant or deny any applications involving the Debtors

that may be pending on the Effective Date.

6. Adjudicate, decide, or resolve any and all matters related to section 1141 of the

Bankruptcy Code.

7. Adjudicate, decide or resolve any motions, adversary proceedings, contested, or

litigated matters.

8. Enter and implement such orders as may be necessary or appropriate to execute,

implement, or consummate the provisions of the Plan and all contracts, instruments, releases,

and other agreements or documents created in connection with the Plan or the Disclosure

Statement.

9. Resolve any cases, controversies, suits, disputes, or Causes of Action that may

arise in connection with the interpretation or enforcement of the Plan or any Entity’s obligations

incurred in connection with the Plan.

10. Issue injunctions, enter and implement other orders or take such other actions as

may be necessary or appropriate to restrain interference by any Entity with enforcement of the

Plan.

11. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect

to the releases, injunctions, and other provisions contained in the Plan and enter such orders as

may be necessary or appropriate to implement such releases, injunctions, and other provisions.

12. Enter and implement such orders as are necessary or appropriate if the

Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated.

13. Determine any other matters that may arise in connection with or related to the

Cash Collateral Order and the Debtors’ use of Cash Collateral, the Transaction Documents, Plan

Support Agreement, the Disclosure Statement, the Plan, and the Confirmation Order.

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14. Ensure that distributions to holders of Allowed Claims are accomplished pursuant

to the provisions of the Plan.

15. Resolve any cases, controversies, suits, disputes, or Causes of Action with respect

to the repayment or return of distributions and the recovery of additional amounts owed by any

holder for amounts not timely repaid.

16. Adjudicate any and all disputes arising from or relating to distributions under the

Plan.

17. Consider any modifications of the Plan, to cure any defect or omission, or to

reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order.

18. Hear and determine disputes arising in connection with the interpretation,

implementation, or enforcement of the Plan or the Confirmation Order.

19. Hear and determine matters concerning state, local, and federal taxes in

accordance with sections 346, 505, and 1146 of the Bankruptcy Code.

20. To recover all assets of the Debtors and property of the Debtors’ Estates,

wherever located.

21. To hear and determine any Causes of Action that may be brought by the Plan

Administrator.

22. To hear and determine any other rights, claims, or Causes of Action held by or

accruing to the Debtors or the Plan Administrator pursuant to the Bankruptcy Code or any

applicable state or federal statute or legal theory.

23. Enter an order or final decree concluding or closing the Chapter 11 Cases.

24. Enforce all orders previously entered by the Bankruptcy Court.

25. Hear any other matter over which the Court has jurisdiction.

ARTICLE XI.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN

A. Modification and Amendment

This Plan may be amended, modified, or supplemented by the Debtors, in accordance

with the terms of the PSA, including any consultation or consent rights granted therein, in the

manner provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by law,

without additional disclosure pursuant to section 1125 of the Bankruptcy Code. In addition, after

the Confirmation Date, the Debtors, in consultation with the Prepetition Term Loan

Administrative Agent, may remedy any defect or omission or reconcile any inconsistencies in

this Plan or the Confirmation Order with respect to such matters as may be necessary to carry out

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the purposes of effects of this Plan, and any Holder of a Claim or Interest that has accepted this

Plan shall be deemed to have accepted this Plan as amended, modified, or supplemented.

B. Effect of Confirmation on Modifications

Entry of the Confirmation Order shall mean that all modifications or amendments to the

Plan since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy

Code and do not require additional disclosure or re-solicitation under Bankruptcy Rule 3019.

C. Revocation or Withdrawal of Plan

The Debtors, with the consent of the Prepetition Term Loan Administrative Agent,

reserve the right to revoke or withdraw this Plan prior to the Effective Date as to any or all of the

Debtors. If, with respect to a Debtor, this Plan has been revoked or withdrawn prior to the

Effective Date, or if confirmation or the occurrence of the Effective Date as to such Debtor does

not occur on the Effective Date, then, with respect to such Debtor (1) this Plan shall be null and

void in all respects; (2) any settlement or compromise embodied in this Plan (including the fixing

or limiting to an amount any Claim or Interest or Class of Claims or Interests), assumption or

rejection of Executory Contracts or Unexpired Leases affected by this Plan, and any document or

agreement executed pursuant to this Plan shall be deemed null and void; and (3) nothing

contained in this Plan shall (i) constitute a waiver or release of any Claim by or against, or any

Interest in, such Debtor or any other Person, (ii) prejudice in any manner the rights of such

Debtor or any other Person, or (iii) constitute an admission of any sort by any Debtor or any

other Person.

ARTICLE XII.

MISCELLANEOUS PROVISIONS

A. Immediate Binding Effect

Notwithstanding Bankruptcy Rules 3020(e), 6004(h), 7062, or otherwise, upon the

occurrence of the Effective Date, the terms of this Plan shall be immediately effective and

enforceable and deemed binding upon and inure to the benefit of the Debtors, the Plan

Administrator, the holders of Claims and Interests, the Released Parties, and each of their

respective successors and assigns. Any action to be taken on the Effective Date may be taken on

or as soon as reasonably practicable thereafter.

B. Additional Documents

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such

agreements and other documents as may be necessary or appropriate to effectuate and further

evidence the terms and conditions of the Plan. The Debtors or the Plan Administrator (as

applicable) and all Holders of Claims or Interests receiving distributions pursuant to the Plan and

all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements

or documents and take any other actions as may reasonably be necessary or advisable to

effectuate the provisions and intent of the Plan or the Confirmation Order.

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C. Substantial Consummation

On the Effective Date, this Plan shall be deemed to be substantially consummated (within

the meaning set forth in section 1101 of the Bankruptcy Code) pursuant to section 1127(b) of the

Bankruptcy Code.

D. Reservation of Rights

The Plan shall have no force or effect unless and until the Bankruptcy Court enters the

Confirmation Order. None of the Filing of the Plan, any statement or provision contained in the

Plan, or the taking of any action by the Debtors with respect to the Plan, the Disclosure

Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of

any rights of the Debtors with respect to the Holders of Claims or Interests prior to the Effective

Date.

E. Successors and Assigns

The rights, benefits, and obligations of any Entity named or referred to in the Plan shall

be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or

assign, beneficiaries or guardian, if any, of each Entity.

F. Determination of Tax Liabilities

As of the Effective Date, the Plan Administrator (to the extent not the responsibility of

the Purchaser(s)) will be responsible for preparing and filing any tax forms or returns on behalf

of the Debtors’ Estates; provided, that the Plan Administrator shall not be responsible for

preparing or filing any tax forms for Holders of Interests in the Debtors (which Interests shall be

cancelled pursuant to this Plan), but shall provide such Holders with any information reasonably

required to prepare such forms. The Debtors and the Plan Administrator shall have the right to

request an expedited determination of any tax liability pursuant to section 505 of the Bankruptcy

Code, including on any unpaid liability of the Debtors’ Estates for any tax incurred during the

administration of these Chapter 11 Cases.

G. Dissolution of the Committee

On the Effective Date, any duly appointed Committee will dissolve and the members

thereof will be released and discharged from all duties and obligations arising from or related to

these Chapter 11 Cases.

H. Notices

In order for all notices, requests, and demands to or upon the Debtors and the Plan

Administrator, as the case may be, to be effective such notices, requests and demands shall be in

writing (including by electronic mail) and, unless otherwise expressly provided herein, shall be

deemed to have been duly given or made when actually delivered or, in the case of notice by

email, when received, and served on or delivered to the following parties:

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Counsel to the Plan Administrator

To be included in the Plan Supplement.

Impel Pharmaceuticals Inc.

c/o Teneo

280 Park Avenue

New York, NY 10017

Attention: Brandon Smith,

Chief Restructuring Officer

Email: brandon.smith@teneo.com

To be included in the Plan Supplement.

Debtors

Sidley Austin LLP

2021 McKinney Ave. Suite 2000

Dallas, Texas 75201

Facsimile: (214) 981-3400

Attn: Samuel A. Newman

 Rakhee V. Patel

 Jackson T. Garvey

Email: sam.newman@sidley.com

 rpatel@sidley.com

 jgarvey@sidley.com

Counsel to the Prepetition Term Loan Administrative Agent

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Facsimile: (212) 558-3588

Attn: Ari B. Blaut

Benjamin S. Beller

Email: blauta@sullcrom.com

bellerb@sullcrom.com

Counsel to the Debtors

After the Effective Date, Persons or Entities that wish to continue to receive documents

pursuant to Bankruptcy Rule 2002 must File a renewed request to receive documents pursuant to

Bankruptcy Rule 2002. After the Effective Date, the Plan Administrator is authorized to limit

the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities that

Filed such renewed requests.

I. Term of Injunctions or Stays

Except as otherwise provided in this Plan, to the maximum extent permitted by

applicable law and subject to the Bankruptcy Court’s post-confirmation jurisdiction to modify

the injunctions and stays under this Plan (1) all injunctions with respect to or stays against an

action against property of the Debtors or the Debtors’ Estates arising under or entered during the

Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code, and in existence on the

date the Confirmation Order is entered, shall remain in full force and effect until such property is

no longer property of the Debtors or the Debtors’ Estates; and (2) all other injunctions and stays

arising under or entered during the Chapter 11 Cases under sections 105 or 362 of the

Bankruptcy Code shall remain in full force and effect until the earliest of (i) the date that the

Plan Administrator

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Chapter 11 Cases are closed pursuant to a final order of the Bankruptcy Court, or (ii) the date

that the Chapter 11 Cases are dismissed pursuant to a final order of the Bankruptcy Court. All

injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force

and effect indefinitely.

J. Entire Agreement

On the Effective Date, the Plan and the Plan Supplement supersede all previous and

contemporaneous negotiations, promises, covenants, agreements, understandings, and

representations on such subjects, all of which have become merged and integrated into the Plan.

K. Plan Supplement

All exhibits and documents included in the Plan Supplement are incorporated into and

are a part of the Plan as if set forth in full in the Plan. Copies of such exhibits and documents

shall be made available upon written request to the Debtors’ counsel or the Plan Administrator’s

counsel (as applicable) at the address above or by downloading such exhibits and documents free

of charge from the Notice and Claims Agent’s website. All documents in the Plan Supplement

are considered an integral part of the Plan and shall be deemed approved by the Bankruptcy

Court pursuant to the Confirmation Order.

L. Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy

Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of

Texas, without giving effect to the principles of conflict of laws, shall govern the rights,

obligations, construction, and implementation of the Plan, any agreements, documents,

instruments, or contracts executed or entered into in connection with the Plan (except as

otherwise set forth in those agreements, in which case the governing law of such agreement shall

control), and corporate governance matters.

M. Nonseverability of Plan Provisions

If any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or

unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or

provision to make it valid or enforceable to the maximum extent practicable, consistent with the

original purpose of the term or provision held to be invalid, void, or unenforceable, and such

term or provision shall then be applicable as altered or interpreted. Notwithstanding any such

holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan will

remain in full force and effect and will in no way be affected, impaired, or invalidated by such

holding, alteration, or interpretation.

The Confirmation Order shall constitute a judicial determination and shall provide that

each term and provision of the Plan, as it may have been altered or interpreted in accordance

with the foregoing, is the following: (1) valid and enforceable pursuant to its terms; (2) integral

to the Plan and may not be deleted or modified without the consent of the Debtors or the Plan

Administrator (as applicable); and (3) nonseverable and mutually dependent.

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N. Closing of the Chapter 11 Cases

After the full administration of the Chapter 11 Cases, the Plan Administrator shall

promptly File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022, a

motion pursuant to Local Rule 3022-1(a), and any applicable order of the Bankruptcy Court to

close the Chapter 11 Cases.

[Remainder of page intentionally left blank.]

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[Signature Page to Revised First Amended Plan of Liquidation]

40964888-1228-2736v.12

By: Brandon Smith

Chief Restructuring Officer

Impel Pharmaceuticals Inc. and

Impel NeuroPharma Australia Pty Ltd

Dated: February 25March 27, 2024

Respectfully submitted,

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