In consideration of the sale of the Acquired Assets to Purchaser, and in reliance upon the representations, warranties, covenants and agreements of Sellers set forth in this Agreement, and upon the terms and subject to the conditions set forth in this Agreement, the purchase price (the “Purchase Price”) for the Acquired Assets shall consist of: # Purchaser’s assumption (or assumption by one or more Purchaser Designee(s)) of the Assumed Liabilities; # a cash payment (the “Closing Date Payment”) equal to the sum of # an amount equal to, and used to pay and discharge, the DIP ABL Obligations (as defined in the DIP Order), plus # an amount equal to, and used to pay and discharge, # the New Money DIP Notes Obligations (the proceeds of which may be borrowed concurrently with the Closing in accordance with the Final DIP Order) and # the administrative claims set forth in [Schedule 3.1(a)], plus # an amount equal to, and used to pay and discharge, the aggregate Cure Amounts for the Assumed Contracts as of the opening of business on the date of the Auction, plus # without duplication, an amount equal to, and used to pay and discharge, the administrative claims set forth in [Schedule 3.1(a)] (to the extent not borrowed and paid from proceeds of the New Money DIP Notes Obligations); and # the Credit Bid in an amount equal to $[●] as of the Effective Date (the “Credit Bid Amount”), which Credit Bid Amount shall be comprised of (until such amount is satisfied) first, all Roll-Up Notes Obligations, and second, all Pre-Petition Secured Notes Obligations, in each case, on a ratable basis for each applicable holder of Credit Bid Indebtedness to the extent the Credit Bid Amount includes a portion but not all of New Money DIP Notes Obligations, Roll-Up Notes Obligations or Pre-Petition Secured Notes Obligations, as the case may be. For the avoidance of doubt, at any time, and from time to time, during the Auction, Purchaser may increase the Credit Bid Amount up to the full amount of the Credit Bid Indebtedness. Notwithstanding the foregoing, Purchaser may elect # with the consent of the DIP ABL Agent and the DIP ABL Lenders (each as defined in the DIP Order and to the extent required under the DIP ABL Loan Documents (as defined in the DIP Order)), to assume the DIP ABL Obligations and/or # with the consent of the agent and holders of New Money DIP Notes, to assume the New Money DIP Notes Obligations, in the case of either of the foregoing, # such obligations shall become Assumed Liabilities, # the Closing Date Payment shall be reduced dollar-for-dollar in the amount of the DIP ABL Obligations and/or New Money DIP Notes Obligations and # such assumed DIP ABL Obligations and/or New Money DIP Notes Obligations shall be treated as the equivalent of payment of such DIP ABL Obligations and/or New Money DIP Notes Obligations in cash. To the extent any amounts are borrowed or paid to Sellers for payment of the administrative claims set forth in [Schedule 3.1(a)] and such amounts are not used for such purpose at Closing or immediately following the Closing Date, such amounts shall be

In consideration of the sale of the Acquired Assets to Purchaser, and in reliance upon the representations, warranties, covenants and agreements of Sellers set forth in this Agreement, and upon the terms and subject to the conditions set forth in this Agreement, the purchase price (the “Purchase Price”) for the Acquired Assets shall consist of: # Purchaser’s assumption (or assumption by one or more Purchaser Designee(s)) of the Assumed Liabilities; # a cash payment (the “Closing Date Payment”) equal to the sum of # an amount equal to, and used to pay and discharge, the DIP ABL Obligations (as defined in the DIP Order), plus # an amount equal to, and used to pay and discharge, # the New Money DIP Notes Obligations (the proceeds of which may be borrowed concurrently with the Closing in accordance with the Final DIP Order) and # the administrative claims set forth in [Schedule 3.1(a)], plus # an amount equal to, and used to pay and discharge, the aggregate Cure Amounts for the Assumed Contracts as of the opening of business on the Closing Date, plus # without duplication, an amount equal to, and used to pay and discharge, the administrative claims set forth in [Schedule 3.1(a)] (to the extent not borrowed and paid from proceeds of the New Money DIP Notes Obligations); and # the Credit Bid in an amount equal to $183,470,000 as of the Effective Date (the “Credit Bid Amount”), which Credit Bid Amount shall be comprised of (until such amount is satisfied) first, all Roll-Up Notes Obligations, and second, all Pre-Petition Secured Notes Obligations, in each case, on a ratable basis for each applicable holder of Credit Bid Indebtedness to the extent the Credit Bid Amount includes a portion but not all of New Money DIP Notes Obligations, Roll-Up Notes Obligations or Pre-Petition Secured Notes Obligations, as the case may be. Notwithstanding the foregoing, Purchaser may elect # with the consent of the DIP ABL Agent and the DIP ABL Lenders (each as defined in the DIP Order and to the extent required under the DIP ABL Loan Documents (as defined in the DIP Order)), to assume the DIP ABL Obligations and/or # with the consent of the agent and holders of New Money DIP Notes, to assume the New Money DIP Notes Obligations, in the case of either of the foregoing, # such obligations shall become Assumed Liabilities, # the Closing Date Payment shall be reduced dollar-for-dollar in the amount of the DIP ABL Obligations and/or New Money DIP Notes Obligations and # such assumed DIP ABL Obligations and/or New Money DIP Notes Obligations shall be treated as the equivalent of payment of such DIP ABL Obligations and/or New Money DIP Notes Obligations in cash. To the extent any amounts are borrowed or paid to Sellers for payment of the administrative claims set forth in [Schedule 3.1(a)] and such amounts are not used for such purpose at Closing or immediately following the Closing Date, such amounts shall be returned to Purchaser promptly, and in no event later than three (3) Business Days following the Closing Date.