8-K - NINE - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):February 1, 2026

NINE ENERGY SERVICE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38347	80-0759121
(State or other jurisdiction<br> of incorporation)	(Commission File Number)	(IRS Employer<br> Identification No.)
2001 Kirby Drive, Suite 200<br><br> <br>Houston, Texas	77019
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(281) 730-5100

Not Applicable(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered*
Common Stock, par value $0.01 per share	NINE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information regarding the Restructuring Support Agreement (as defined below) set forth in Item 1.03 of this Current Report on Form 8-K (this “Report”) is incorporated into this Item 1.01 by reference.

Item 1.03 Bankruptcy or Receivership.

Voluntary Chapter 11 Filing

On February 1, 2026 (the “Petition Date”), Nine Energy Service, Inc. (the “Company”) and certain of its subsidiaries (collectively with the Company, the “Company Parties”) filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization (the “Plan”) that effectuates a financial restructuring of the Company Parties’ existing indebtedness (the “Restructuring”) in accordance with the Restructuring Support Agreement. The Company has requested that the Bankruptcy Court administer the Chapter 11 Cases jointly for administrative purposes only under the caption In re Nine Energy Service, Inc. et al.

The Company Parties continue to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company Parties have filed with the Bankruptcy Court a number of customary motions seeking “first day” relief, including motions for interim approval of the DIP ABL Facility (as defined below), the consensual use of cash collateral, and other customary operational and administrative relief intended to ensure the Company Parties’ ability to continue their ordinary course operations during the Chapter 11 Cases. The Company Parties expect that the Bankruptcy Court will approve the relief sought in these motions on an interim basis.

Subject to Bankruptcy Court approval with respect to the solicitation of votes necessary to approve the Plan (the “Solicitation”), as well as the scheduling of a combined hearing to approve the adequacy of the proposed Disclosure Statement (as defined below) and to confirm the Plan, in each case, on the timeline requested by the Company Parties, the Company Parties anticipate emerging from the Chapter 11 Cases within 45 days of the Petition Date.

RestructuringSupport Agreement

In furtherance of the contemplated Restructuring, on February 1, 2026, prior to launching the Solicitation and prior to commencing the Chapter 11 Cases, the Company Parties entered into a restructuring support agreement (together with the annexes and exhibits attached thereto, the “Restructuring Support Agreement”) with an ad hoc group (collectively, the “Consenting Stakeholders”) of certain holders of the Company’s 13.000% Senior Secured Notes due 2028 (the “Senior Secured Notes”) and the lenders (the “Prepetition ABL Lenders”) under the Loan and Security Agreement, dated as of May 1, 2025 (the “Prepetition ABL Loan and Security Agreement”), by and among the Company and certain subsidiaries thereof, each as a borrower or guarantor, as applicable, White Oak Commercial Finance, LLC, as agent for the lenders, and the lenders from time to time party thereto. Pursuant to the Restructuring Support Agreement, the Consenting Stakeholders have agreed, subject to certain terms and conditions, to support the Plan.

The material terms of the Plan are set forth in the term sheet attached as Exhibit B to the Restructuring Support Agreement (the “Term Sheet,” and the transactions described therein, the “Restructuring Transactions”), which terms include, among other things:

●	subject to Bankruptcy Court approval, the Prepetition ABL Lenders will provide the DIP ABL Facility, which will, upon the satisfaction of customary closing conditions, convert into a new senior secured asset-based<br>revolving credit facility on the effective date of the Plan (the “Plan Effective Date”);
●	on the Plan Effective Date, the Company (as reorganized, the “Reorganized Company”) will issue 100% of a single class<br>of common equity interests to the holders of the Senior Secured Notes and the Senior Secured Notes will be canceled;
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●	on the Plan Effective Date, the Company’s common stock will be canceled; and
●	following the Plan Effective Date, the Reorganized Company will establish a customary management equity incentive plan.
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In accordance with the Restructuring Support Agreement, each Consenting Stakeholder agreed, among other things, to (i) support the Restructuring Transactions and vote and exercise any powers or rights available to it in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) not object to, delay, impede or take any other action to interfere with acceptance, implementation or consummation of the Restructuring Transactions and use commercially reasonable efforts to oppose any person from taking such action; (iv) give any notice, order, instruction or direction to the applicable agents and trustees as necessary to give effect to the Restructuring Transactions; (v) negotiate in good faith and use commercially reasonable efforts to execute and implement certain documents that are consistent with the Restructuring Support Agreement; and (vi) vote to accept the Plan on a timely basis following commencement of the Solicitation.

In accordance with the Restructuring Supporting Agreement, the Company Parties agreed, among other things, to (i) support and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with the Restructuring Support Agreement; (ii) to the extent any legal or structural impediment arises that would prevent, hinder or delay the consummation of the Restructuring Transactions, take all steps reasonably necessary and desirable to address any such impediment; (iii) use commercially reasonable efforts to obtain any and all required regulatory or other third-party approvals for the Restructuring Transactions; (iv) negotiate in good faith and take all steps reasonably necessary to execute and deliver any required agreements to effectuate and consummate the Restructuring Transactions; (v) use commercially reasonable efforts to seek additional support for the Restructuring Transactions from other material stakeholders to the extent reasonably prudent; (vi) provide counsel for the Consenting Stakeholders a reasonable opportunity to review draft copies of certain documents that the Company Parties intend to file with Bankruptcy Court; (vii) not object to, delay, impede or take any other action to interfere with acceptance, implementation or consummation of the Restructuring Transactions; and (viii) not modify the Plan, in whole or in part, in a manner that is not consistent with the Restructuring Support Agreement in all material respects.

The Restructuring Supporting Agreement contains various milestones, or dates by which the Company Parties are required to, among other things, obtain certain orders of the Bankruptcy Court and consummate the Restructuring Transactions, including the following:

●	by no later than three business days after the Petition Date, subject to Bankruptcy Court availability, the Bankruptcy Court shall<br>have entered an order approving the DIP ABL Facility on an interim basis;
●	by no later than 11:59 p.m., Eastern Time, on March 16, 2026, subject to Bankruptcy Court availability, the Bankruptcy Court shall<br>have entered (i) an order approving the Disclosure Statement as a disclosure statement meeting the applicable requirements of the Bankruptcy<br>Code and, to the extent necessary, approving the Disclosure Statement and other materials used in connection with the Solicitation, (ii)<br>an order approving the DIP ABL Facility on a final basis and (iii) an order confirming the Plan; and
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●	by no later than 11:59 p.m., Eastern Time, on March 31, 2026, the Plan Effective Date shall have occurred.
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The Restructuring Support Agreement may be terminated by either the Consenting Stakeholders or the Company Parties upon the occurrence of certain events. In particular, the Company Parties may terminate the Restructuring Support Agreement in the event the board of directors, board of managers or such similar governing body of any Company Party determines, after consulting with counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal (as defined in the Restructuring Support Agreement). In addition, the Restructuring Support Agreement shall automatically terminate upon the occurrence of the Plan Effective Date.

The foregoing description of the Restructuring Support Agreement, including the Term Sheet, is not complete and is qualified in its entirety by reference to the full text of the Restructuring Support Agreement, a copy of which is attached to this Report as Exhibit 10.1 and incorporated herein by reference.

DIP Loan and Security Agreement

As contemplated in the Restructuring Support Agreement, and subject to the approval of the Bankruptcy Court, the Company Parties expect to enter into a senior secured super-priority asset-based debtor-in-possession loan and security agreement (the “DIP Loan and Security Agreement”) with White Oak Commercial Finance, LLC, as agent (the “DIP Agent”), and White Oak ABL 3, LLC and White Oak Europe ABL Limited, as lenders (the “DIP Lenders”), substantially in the form attached to this Report as Exhibit 10.2. The DIP Agent and the DIP Lenders are the agent and lenders, respectively, under the Prepetition ABL Loan and Security Agreement.

If the DIP Loan and Security Agreement is approved by the Bankruptcy Court as proposed, the DIP Lenders will, upon the terms and conditions set forth therein, provide to the Company Parties a senior secured super-priority asset-based debtor-in-possession credit facility consisting of up to $125 million in aggregate principal amount (the “Maximum Revolving Facility Amount”) of revolving credit commitments (the “DIP ABL Facility”), including a roll-up or refinancing of all obligations under the Prepetition ABL Loan and Security Agreement. A portion of the DIP ABL Facility not in excess of $5.0 million would be available for the issuance of standby letters of credit.

Borrowings under the DIP ABL Facility will be subject to a borrowing base. The outstanding balance of the borrowings under the DIP ABL Facility may not exceed in the aggregate at any time the lesser of (i) the Maximum Revolving Facility Amount reduced by certain customary reserves and (ii) the borrowing base, which is calculated on the basis of eligible accounts and inventory. In particular, the borrowing base is equal to: (a) 92.5% of the aggregate amount of eligible U.S. and Canadian billed accounts receivable, plus (b) the lesser of (x) 85% of the aggregate amount of eligible U.S. and Canadian unbilled accounts receivable and (y) $6 million, plus (c) the lesser of (x) 50% of the aggregate amount of eligible billed non-U.S. and non-Canadian accounts receivable and (y) $3 million, plus (d) the lower of cost or market value of eligible inventory, multiplied by the lesser of (x) 70% and (y) 85% of the appraised net orderly liquidation value divided by the book value in respect of such inventory, and, in the case of inventory constituting raw materials, not to exceed a maximum sublimit of $1 million, plus (e) the lesser of (x) $10 million and (y) an amount equal to 10% of the borrowing base, minus (f) the aggregate amount of reserves, if any, established by the DIP Agent.

Borrowings under the DIP ABL Facility are expected to bear interest at a per annum rate equal to the term-specific Secured Overnight Financing Rate (SOFR) for an interest period of one month, subject to a 1.50% floor, plus an applicable margin of 4.00%.

The maturity date of the DIP ABL Facility is expected to be the earlier of the Plan Effective Date and 120 days after the Petition Date, subject to earlier termination upon the occurrence of certain events specified in the DIP Loan and Security Agreement. The proceeds of the DIP ABL Facility will be used, subject to Bankruptcy Court approval, for (i) working capital and corporate purposes of the Company Parties, (ii) bankruptcy-related costs and expenses in respect of the Chapter 11 Cases, (iii) costs and expenses related to the DIP ABL Facility and (iv) refinancing of obligations under the Prepetition ABL Loan and Security Agreement.

The DIP Loan and Security Agreement is expected to contain certain representations and warranties, events of default, and various affirmative and negative covenants that are customary for debtor-in-possession loan agreements of this type, including limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments and investments (including acquisitions). In addition, the DIP Loan and Security Agreement is expected to contain certain financial covenants, including a minimum excess availability of not less than $5.0 million.

The foregoing description of the DIP Loan and Security Agreement is not complete and is qualified in its entirety by reference to the copy of the substantially final form of DIP Loan and Security Agreement attached to this Report as Exhibit 10.2, which is incorporated herein by reference.

Exit ABL Facility

As contemplated in the Restructuring Support Agreement and subject to the approval of the Bankruptcy Court and customary closing conditions, on the Plan Effective Date, the DIP ABL Facility will convert into a new senior secured asset-based revolving credit facility, secured by a first lien security interest on substantially all assets of the Reorganized Company, with revolving commitments in an aggregate principal amount of up to $135 million (the “Exit ABL Facility”). The terms of the Exit ABL Facility are expected to be consistent with the Exit ABL Term Sheet attached to the Restructuring Support Agreement as Exhibit D.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.03 of this Report regarding the DIP Loan and Security Agreement is incorporated herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The filing of the Chapter 11 Cases described above in Item 1.03 of this Report constituted an event of default that accelerated the Company Parties’ respective obligations under the Indenture, dated as of January 30, 2023, by and among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent, which governs the Senior Secured Notes, and the Prepetition ABL Loan and Security Agreement (together, the “Debt Instruments”).

The Debt Instruments provide that as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases, and the stakeholders’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

Item 7.01 Regulation FD Disclosure.

Commencement of the Solicitation

Pursuant to the Restructuring Support Agreement, on February 1, 2026, prior to filing the Chapter 11 Cases, the Company Parties commenced the Solicitation, including by distributing a disclosure statement relating to the Plan (the “Disclosure Statement”) and other solicitation materials to certain eligible holders of claims against the Company Parties that are entitled to vote on the Plan. A copy of the Disclosure Statement (including the Plan and certain other exhibits attached thereto) is furnished with this Report as Exhibit 99.1.

This Report does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities referred to herein, nor is this Report a solicitation of consents to or votes to accept the Plan. Any solicitation or offer will only be made pursuant to the Disclosure Statement (as may be amended) and only to such persons and in such jurisdictions as is permitted under applicable law.

Press Release

On February 1, 2026, the Company issued a press release announcing the Company’s entry into the Restructuring Support Agreement, commencement of the Solicitation and filing of the Chapter 11 Cases. The press release is furnished as Exhibit 99.2 to this Report.

Cleansing Material

Prior to the filing of the Chapter 11 Cases, the Company entered into confidentiality agreements (collectively, the “NDAs”) with the Consenting Stakeholders. Pursuant to the NDAs, the Company agreed to publicly disclose certain information (the “Cleansing Material”) upon the occurrence of certain events set forth in the NDAs. A copy of the Cleansing Material is attached to this Report as Exhibit 99.3.

The Cleansing Material was prepared by the Company solely to facilitate a discussion with the parties to the NDAs and was not prepared with a view toward public disclosure and should not be relied upon to make an investment decision with respect to the Company. The Cleansing Material should not be regarded as an indication that the Company Parties or any third party consider the Cleansing Material to be a reliable prediction of future events, and the Cleansing Material should not be relied upon as such. Neither the Company Parties nor any third party has made or makes any representation to any person regarding the accuracy of any Cleansing Material or undertakes any obligation to publicly update the Cleansing Material to reflect circumstances existing after the date when the Cleansing Material was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Cleansing Material are shown to be in error.

Additional Information on the Chapter 11 Cases

Bankruptcy Court filings and other information related to the Chapter 11 Cases are available at a website administered by the Company Parties’ claims agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/NineEnergy.

The information in this Item 7.01 and in Exhibits 99.1, 99.2 and 99.3 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Cautionary Note Regarding the Company’s Securities

The Company cautions that trading in its securities (including its common stock) now and during the pendency of the Chapter 11 Cases is and will be highly speculative and poses substantial risks. Trading prices for these securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. The Company expects that holders of its securities could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases. In particular, the Plan contemplates that all shares of the Company’s common stock will be canceled for no consideration.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Restructuring Support Agreement, dated as of February 1, 2026, by and among the Company Parties and Consenting Stakeholders.
10.2*	Form of DIP Loan and Security Agreement.
99.1	Disclosure Statement, dated as of February 1, 2026.
99.2	Nine Energy Service, Inc. press release dated February 1, 2026.
99.3	Cleansing Material.
104	Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).
*	Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.<br>The Company agrees to provide a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission or its staff<br>upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any<br>schedules and similar attachments so furnished.
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Cautionary Note Regarding Forward-Looking Statements

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on projections, uncertain events or assumptions. The forward-looking statements included herein, which include statements regarding the Company’s ability to continue operating its business and implement the Restructuring Transactions pursuant to the Chapter 11 Cases and the Plan, including the timetable of completing such transactions, if at all, and statements regarding the DIP ABL Facility and the Exit ABL Facility, are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, including with respect to the DIP ABL Facility; the ability of the Company to consummate a plan of reorganization; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s reorganization, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents; the length of time that the Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; conditions to which the DIP ABL Facility and the Exit ABL Facility are subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside the Company’s control; capital spending and well completions by the onshore oil and natural gas industry; the level of capital spending and well completions by the onshore oil and natural gas industry, which may be affected by geopolitical and economic developments in the U.S. and globally, including conflicts, instability, acts of war or terrorism in oil producing countries or regions, particularly Russia, the Middle East, Venezuela and other countries in South America and Africa, as well as actions by members of the Organization of the Petroleum Exporting Countries and other oil exporting nations; general economic conditions and inflation, particularly, cost inflation with labor or materials; the effects of tariffs and other trade measures on the Company’s business and on the onshore oil and natural gas industry generally; equipment and supply chain constraints; the Company’s ability to attract and retain key employees, technical personnel and other skilled and qualified workers; the Company’s ability to maintain existing prices or implement price increases on our products and services; pricing pressures, reduced sales, or reduced market share as a result of intense competition in the markets for the Company’s dissolvable plug products; conditions inherent in the oilfield services industry, such as equipment defects, liabilities arising from accidents or damage involving our fleet of trucks or other equipment, explosions and uncontrollable flows of gas or well fluids, and loss of well control; the Company’s ability to implement and commercialize new technologies, services and tools; the Company’s ability to grow its completion tool business domestically and internationally; the adequacy of the Company’s capital resources and liquidity; the Company’s ability to manage capital expenditures; the Company’s ability to accurately predict customer demand, including that of its international customers; the loss of, or interruption or delay in operations by, one or more significant customers, including certain of the Company’s customers outside of the United States; the loss of or interruption in operations of one or more key suppliers; the incurrence of significant costs and liabilities resulting from litigation; cybersecurity risks; changes in laws or regulations regarding issues of health, safety and protection of the environment; and other factors described in the “Risk Factors” and “Business” sections of the Company’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 2, 2026	NINE ENERGY SERVICE, INC.
	By:	/s/<br> Theodore R. Moore
		Theodore R. Moore<br> Executive Vice President, General Counsel and Secretary

Exhibit 10.1

Execution Version

THIS RESTRUCTURING SUPPORT AGREEMENT AND THE DOCUMENTS ATTACHED HERETO COLLECTIVELY DESCRIBE A PROPOSED RESTRUCTURING OF THE COMPANY PARTIES (AS DEFINED HEREIN) THAT WILL BE EFFECTUATED ON THE TERMS AND CONDITIONS SET FORTH IN THE RESTRUCTURING TERM SHEET (AS DEFINED HEREIN). THIS RESTRUCTURING SUPPORT AGREEMENT IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE PARTIES HERETO. ACCORDINGLY, THIS RESTRUCTURING SUPPORT AGREEMENT IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS.

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

THIS RESTRUCTURING SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE Restructuring TRANSACTIONs (AS DEFINED HEREIN) DESCRIBED HEREIN, WHICH Restructuring TRANSACTIONS WILL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN AND THE CLOSING OF ANY Restructuring TRANSACTIONs SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS AND THE APPROVAL RIGHTS OF THE PARTIES SET FORTH HEREIN AND IN SUCH DEFINITIVE DOCUMENTS.

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 14.02, and as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 13, this “Agreement”) is made and entered into as of February 1, 2026 (the “ExecutionDate”), by and among the following parties (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the “Parties”):^1^

i.	Nine Energy Service, Inc., a company incorporated and existing under the Laws of Delaware (“NineEnergy”), and each of its subsidiaries and Affiliates listed on Exhibit A to this Agreement that have<br>executed and delivered counterpart signature pages to this Agreement to counsel to the Consenting Stakeholders (the Entities in this<br>clause (i), collectively, the “Company Parties”);
^1^	Capitalized terms used but not defined in the preamble and recitals to this Agreement have the meanings<br>ascribed to them in Section 1.
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ii.	the undersigned beneficial owners or holders of, or investment advisors, sub-advisors, or managers of<br>funds or discretionary accounts that beneficially own or hold, Senior Secured Notes Claims that have executed and delivered counterpart<br>signature pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (the Entities in this clause (ii),<br>collectively, the ”Consenting Noteholders”); and
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iii.	the undersigned holders of Prepetition ABL Claims that have executed and delivered counterpart signature<br>pages to this Agreement, a Joinder, or a Transfer Agreement to counsel to the Company Parties (collectively, the “ConsentingPrepetition ABL Lenders” and, together with the other Entities in clauses (ii), the “Consenting Stakeholders”).
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RECITALS

WHEREAS, the Company Parties and the Consenting Stakeholders have in good faith and at arms’ length negotiated or been apprised of certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structure on the terms set forth in this Agreement and as specified in the restructuring term sheet attached as Exhibit B hereto (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms and conditions of this Agreement, and including any exhibits and schedules thereto, the “Restructuring Term Sheet” and, such transactions as described in this Agreement and the Restructuring Term Sheet, the “Restructuring Transactions”);

WHEREAS, the Restructuring Transactions shall be implemented in the manner specified in this Agreement and the Restructuring Term Sheet, including through the commencement by the Debtors of voluntary cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the cases commenced, the “Chapter11 Cases”); and

WHEREAS, the Parties have agreed to take certain actions in support of the Restructuring Transactions on the terms and conditions set forth in this Agreement and the Restructuring Term Sheet.

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

AGREEMENT

Section 1. Definitionsand Interpretation.

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

“Ad Hoc Group” means that certain ad hoc group of Senior Secured Noteholders represented by the Ad Hoc Group Advisors.

“Ad Hoc GroupAdvisors” means (a) Milbank LLP, as counsel to the Ad Hoc Group, (b) Houlihan Lokey Capital, Inc., as investment banker for the Ad Hoc Group, (c) Porter Hedges, LLP as local counsel to the Ad Hoc Group, and (d) any other counsel or advisor engaged by the Ad Hoc Group in its reasonable discretion, including any local counsel, board search consultant, and operational or industry advisors.

“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code as if such Entity was a debtor in a case under the Bankruptcy Code.

“Agents/Trustees” means, collectively, the Prepetition ABL Agent, the DIP Agent, and the Senior Secured Notes Trustee.

“Agreement” has the meaning set forth in the preamble to this Agreement and, for the avoidance of doubt, includes all the exhibits, annexes, and schedules hereto in accordance with Section 14.02 (including the Restructuring Term Sheet).

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

“Agreement EffectivePeriod” means, with respect to a Party, the period from the Agreement Effective Date (or the date such Party executes a Joinder or Transfer Agreement, as applicable) to the Termination Date applicable to that Party.

“Alternative RestructuringProposal” means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

“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 Southern District of Texas.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure promulgated under section 2075 of title 28 of the United States Code, 28 U.S.C. §§ 1–4001.

“Business Day” means any day other than a Saturday, Sunday, “legal holiday” (as defined in Bankruptcy Rule 9006(a)), or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York.

“Causes of Action” means any and all actions, claims, interests, damages, remedies, causes of action, controversies, demands, proceedings, agreements, rights, liens, indemnities, contributions, guaranties, suits, obligations, liabilities, judgments, accounts, defenses, offsets, powers, privileges, licenses, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or noncontingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. Causes of Action also include: (a) any and all rights of setoff, counterclaim, or recoupment, and Claims for breach of contract or for breach of duties imposed by law or in equity; (b) any and all rights to dispute, object to, compromise, or seek to recharacterize, reclassify, subordinate, or disallow Claims against or Interests in the Debtors; (c) any and all Claims pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) any and all Claims or defenses, including fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any and all avoidance actions arising under chapter 5 of the Bankruptcy Code or under similar local, state, federal, or foreign statutes and common law, including fraudulent transfer laws.

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

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

“Combined Hearing” means the hearing before the Bankruptcy Court under section 1128 of the Bankruptcy Code to consider confirmation of the Plan and approval of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time.

“Company Claims/Interests” means any Claim against, or Interest in, a Company Party, including the Senior Secured Notes Claims, the Prepetition ABL Claims, and the DIP Claims.

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

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

“ConfirmationOrder” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code, which may constitute the Disclosure Statement Order.

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

“Consenting NoteholderRelated Fund” means any fund managed, advised, or sub-advised by a Consenting Noteholder or any of its affiliates.

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

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

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

“Definitive Documents” has the meaning set forth in Section 3.01 of this Agreement.

“DIP Advisors” means (a) Paul Hastings LLP, as counsel to the DIP Agent, (b) Blake, Cassels & Graydon LLP, as Canadian counsel to the DIP Agent, and (c) such other professional advisors as are retained by the DIP Agent, solely in the case of this clause (c), with the consent of the Debtors (not to be unreasonably withheld).

“DIP Agent” means White Oak Commercial Finance, LLC, in its capacity as administrative agent and collateral agent under the DIP Credit Agreement, and any successors and permitted assigns, in such capacity.

“DIP Claim” means any Claim derived from, arising under, based upon, or secured pursuant to the DIP Credit Agreement and the DIP Orders.

“DIP Credit Agreement” means that certain Senior Secured Superpriority Asset-Based Debtor-In-Possession Loan and Security Agreement, attached as Exhibit 1 to the DIP Orders (as may be amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time), by and among Nine Energy Service, Inc., Nine Energy Canada Inc., CDK Perforating, LLC, Crest Pumping Technologies, LLC, RedZone Coil Tubing LLC, and Nine Downhole Technologies, LLC, each as borrowers, Nine Energy Service LLC, MOTI Holdco, LLC, Magnum Oil Tools, GP, LLC, and Magnum Tools International, LTD, each as guarantors, White Oak Commercial Finance, LLC, as the DIP Agent, and the DIP Lenders party thereto setting forth the terms and conditions of the DIP Facility.

“DIP Documents” means, collectively, the documentation governing the DIP Facility, including the DIP Credit Agreement, any “Loan Documents” under and as defined in the DIP Credit Agreement, and any other agreements, documents, and instruments delivered or entered into in connection therewith, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, budgets, and other security documents, the DIP Orders, the DIP Motion, the DIP Term Sheet, and any amendments, modifications, and supplements to any of the foregoing.

“DIP Facility” has the meaning set forth in the Restructuring Term Sheet.

“DIP Lenders” shall mean the lenders under the DIP Credit Agreement.

“DIP Motion” means any motion filed with the Bankruptcy Court seeking approval of the DIP Facility.

“DIP Orders” means, collectively, the Interim DIP Order and the Final DIP Order.

“DIP Term Sheet” means the term sheet describing the terms of the DIP Facility that is attached hereto as Exhibit C.

“Disclosure Statement” means the disclosure statement with respect to the Plan, including all exhibits, schedules, supplements, modifications, and amendments thereto.

“Disclosure StatementOrder” means the order of the Bankruptcy Court, which may be the Confirmation Order, approving the Disclosure Statement as a disclosure statement meeting the applicable requirements of the Bankruptcy Code and, to the extent necessary, approving the Solicitation Materials.

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

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

“Exit ABL Facility” means the new senior-secured asset-based loan facility, secured by a first lien security interest on all assets of Reorganized Debtors, in an aggregate principal amount equal to $135 million, on terms and conditions consistent with this Agreement and the Exit ABL Facility Term Sheet.

“Exit ABL FacilityAdvisors” means (a) Paul Hastings LLP, as counsel to the Exit Facility Agent (as defined in the Exit ABL Facility Term Sheet), (b) Blake, Cassels & Graydon LLP, as Canadian counsel to the Exit Facility Agent, (c) and such other professional advisors as are retained by the Exit Facility Agent, solely in the case of this clause (c), with the consent of the Debtors or the Reorganized Debtors (in either case, not to be unreasonably withheld).

“Exit ABL FacilityCredit Agreement” means the credit agreement governing the Exit ABL Facility.

“Exit ABL FacilityDocuments” means the Exit ABL Facility Credit Agreement and any other documentation necessary or appropriate to effectuate the incurrence of the Exit ABL Facility.

“Exit ABL FacilityLoans” means the loans provided under the Exit ABL Facility.

“Exit ABL FacilityTerm Sheet” means the term sheet describing the terms of the Exit ABL Facility that is attached hereto as ExhibitD.

“Final DIP Order” means any order entered by the Bankruptcy Court on a final basis approving the DIP Motion.

“First Day Pleadings” means the first-day pleadings that the Debtors determine are necessary or desirable to file on the Petition Date.

“Governing Body” means, in each case in its capacity as such, a board of directors, board of managers, manager, managing member, general partner, special committee, or any other similar governing body of any of the Company Parties.

“IntercompanyClaim” means any Claim against a Debtor held by another Debtor.

“IntercompanyInterest” means any Interest in a Debtor held by another Debtor.

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

“Interim DIP Order” means any order entered by the Bankruptcy Court on an interim basis approving the DIP Motion.

“Joinder” means an executed joinder to this Agreement, substantially in the form attached hereto as Exhibit F. Any Person or Entity that executes a Joinder shall be a “Party” under this Agreement.

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

“Management IncentivePlan” has the meaning set forth in the Restructuring Term Sheet.

“Milestones” has the meaning set forth in Section 4.01 of this Agreement.

“New OrganizationalDocuments” means the documents providing for corporate governance of the Reorganized Debtors, as applicable, including any charters, bylaws, certificates of incorporation, certificates of formation, limited liability company agreements, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, which shall be consistent with the Plan and section 1123(a)(6) of the Bankruptcy Code (as applicable), and shall be included in the Plan Supplement.

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

“Nine Energy EquityInterests” means, collectively, all existing equity interests in Nine Energy, including all common stock issued by Nine Energy and historically listed on the New York Stock Exchange under the ticker “NINE”, and any other Interests (including any common unit or preferred stock), rights, options, warrants, preferred securities, or Claims linked to the equity or profit of the Debtors.

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

“Permitted Transferee” means each transferee of any Company Claims/Interests who meets the requirements of Section 9.01.

“Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.

“Petition Date” means the first date any of the Company Parties commences a Chapter 11 Case.

“Plan” means the joint plan of reorganization filed by the Debtors under chapter 11 of the Bankruptcy Code that embodies the Restructuring Transactions (as amended, modified, or supplemented from time to time in accordance with the terms hereof).

“Plan EffectiveDate” means the occurrence of the effective date of the Plan according to its terms.

“Plan Supplement” means the compilation of documents and forms of documents, agreements, schedules, and exhibits to the Plan that will be filed by the Debtors with the Bankruptcy Court.

“Prepetition ABLAgent” means White Oak Commercial Finance, LLC, as administrative and collateral agent and lead arranger under the Prepetition ABL Credit Agreement.

“Prepetition ABLAdvisors” means (a) Paul Hastings LLP, as counsel to the Prepetition ABL Agent, (b) Blake, Cassels & Graydon LLP, as Canadian counsel to the Prepetition ABL Agent, and (c) such other professional advisors as are retained by the Prepetition ABL Agent, solely in the case of this clause (c), with the consent of the Debtors (not to be unreasonably withheld).

“Prepetition ABLCredit Agreement” means that certain Loan and Security Agreement, dated as of May 1, 2025, by and among: (a) Nine Energy and certain of its subsidiaries, as borrower; (b) Nine Energy Service, LLC, Moti Holdco, LLC, Magnum Oil Tools GP, LLC, and Magnum Oil Tools International, LTD, as guarantors; (c) the Prepetition ABL Lenders; and (d) the Prepetition ABL Agent (as may be further amended, restated, supplemented, or otherwise modified from time to time).

“Prepetition ABLClaims” means any Claim on account of indebtedness under the Prepetition ABL Facility pursuant to the Prepetition ABL Credit Agreement and the other Prepetition ABL Loan Documents, including with respect to any loans and letters of credit issued thereunder.

“Prepetition ABLFacility” means that certain asset-backed senior secured revolving credit facility in the approximate principal amount of $125 million issued pursuant to the Prepetition ABL Credit Agreement.

“Prepetition ABLLenders” means, collectively, White Oak ABL 3, LLC, White Oak Europe ABL Limited, and any permitted successors and assigns of the foregoing in their capacity as lenders pursuant to the Prepetition ABL Credit Agreement.

“Prepetition ABLLoan Documents” means “Loan Documents” as defined in the Prepetition ABL Credit Agreement.

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

“Regulation S” means Regulation S under the Securities Act.

“Reorganized Debtors” means, collectively, on and after the Plan Effective Date, each of the Debtors as reorganized under the Plan, including the Reorganized Nine Energy, or any successor or assign thereto, by transfer, merger, consolidation, or otherwise, including any new Entity established in connection with the implementation of the Restructuring Transactions.

“Reorganized NineEnergy” means Nine Energy, as reorganized pursuant to the Plan, on and after the Plan Effective Date, or any successors or assigns thereto, including by transfer, merger, consolidation, reorganization, or otherwise in connection with the implementation of the Restructuring Transactions, or a new corporation, limited liability company, or partnership that may be formed to, among other things, directly or indirectly acquire substantially all of the assets and/or stock of the Debtors and issue the New Equity Interests to be distributed pursuant to the Plan.

“Required ConsentingNoteholders” means, as of the relevant date, the Consenting Noteholders holding at least 50.01% of the aggregate outstanding principal amount of Senior Secured Notes that are held by the Consenting Noteholders.

“Required ConsentingStakeholders” means, collectively, the Consenting Prepetition ABL Lenders and the Required Consenting Noteholders.

“RestructuringExpenses” means all reasonable, documented, due and owing prepetition and postpetition fees, costs, and out-of-pocket expenses of (i) the Ad Hoc Group Advisors, (ii) the Prepetition ABL Advisors, (iii) the DIP Advisors, (iv) the Exit ABL Facility Advisors, in each of the foregoing clauses (i) through (iii), incurred on or prior to the Plan Effective Date and, in each case, to the extent applicable, in accordance with and to the extent permitted by their respective engagement letters or fee reimbursement letters with the Debtors and/or any applicable order of the Bankruptcy Court (including the reasonable and documented fees, costs and expense accrued since the inception of their respective engagement letters and not previously paid by, or on behalf of, the Company Parties).

“RestructuringSteps Plan” means the description, as set forth in the Plan Supplement, of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, this Agreement, and any Definitive Document.

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

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

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

“Senior SecuredNotes” means the 13.00% senior secured notes, due 2028, issued pursuant to the Senior Secured Notes Indenture.

“Senior SecuredNoteholder” means any holder (or beneficial holder) of, or nominee, investment advisor, sub-advisor, or manager of funds or discretionary accounts that hold Senior Secured Notes Claims.

“Senior SecuredNotes Claims” means any Claim on account of the Senior Secured Notes.

“Senior SecuredNotes Documents” means “Notes Documents” as defined in the Senior Secured Notes Indenture.

“Senior SecuredNotes Indenture” means that certain indenture, dated as of January 30, 2023, by and among Nine Energy, as issuer, certain of its subsidiaries, as guarantors, and the Senior Secured Notes Trustee (as amended, restated, supplemented, or otherwise modified from time to time).

“Senior SecuredNotes Trustee” means U.S. Bank Trust Company, National Association, as trustee, notes collateral agent, paying agent, and registrar, in each case in its capacity as such under the Senior Secured Notes Indenture.

“SolicitationMaterials” means all materials used in connection with the solicitation of votes on the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code (as such materials may be modified, supplemented, or amended), including the Disclosure Statement and any procedures established by the Bankruptcy Court with respect to the solicitation of votes on the Plan.

“Tax Code” means the Internal Revenue Code of 1986, as amended.

“Termination Date” means the date on which termination of this Agreement as to a Party is effective in accordance with Sections 12.01, 12.02, 12.04, or 12.05.

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

“Transfer Agreement” means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of this Agreement and substantially in the form attached hereto as Exhibit E.

“United StatesTrustee” means the Office of the United States Trustee for the district in which the Debtors commence the Chapter 11 Cases.

1.02. Interpretation. For purposes of this Agreement:

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

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

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

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

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

(f) any reference to a Definitive Document (including any amendment, restatement, waiver, supplement, or modification thereto) shall mean such Definitive Document subject to, and inclusive of, the consent rights of the Company Parties and/or the applicable Consenting Stakeholder, as provided in Section 3 of this Agreement;

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

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

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

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

(k) all exhibits attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;

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

(m) the phrase “counsel to the Consenting Stakeholders” refers in this Agreement to each counsel specified in Section 14.10 other than counsel to the Company Parties.

Section 2. Effectivenessof this Agreement. This Agreement shall become effective and binding upon each of the Parties, on the Agreement Effective Date, which is the date on which all of the following conditions have been satisfied or waived by the applicable Party or Parties in accordance with this Agreement:

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

(b) holders of at least two-thirds of the aggregate outstanding principal amount of the Senior Secured Notes shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties;

(c) each Consenting Prepetition ABL Lender shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Company Parties; and

(d) counsel to the Company Parties shall have given notice to counsel to the Consenting Stakeholders in the manner set forth in Section 14.10 hereof (by email or otherwise) that the other conditions to the Agreement Effective Date set forth in this Section 2(a) have occurred.

Section 3. DefinitiveDocuments.

3.01. The Definitive Documents governing the Restructuring Transactions shall include this Agreement and all other agreements, instruments, certificates, corporate and company authorizations, pleadings, orders, forms, questionnaires and other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, the Restructuring Transactions, including each of the following (collectively, the “Definitive Documents”): (a) the Plan; (b) the Confirmation Order; (c) the Disclosure Statement; (d) the Disclosure Statement Order; (e) the Solicitation Materials; (f) the DIP Documents; (g) the Plan Supplement; (h) the New Organizational Documents; (i) the Exit ABL Facility Documents; (j) the First Day Pleadings (and all orders sought pursuant thereto); and (k) any other materials, amendments, modifications, supplements, documents, opinions, instruments, schedules, or exhibits described in, related to, contemplated in, or reasonably necessary to implement the foregoing (including the Restructuring Steps Plan) to be filed by the Company Parties in connection with the Chapter 11 Cases; provided that notwithstanding anything herein or in any Definitive Document to the contrary, the Definitive Documents shall not include any ministerial notices and similar ministerial documents, retention applications, fee applications, fee statements, any similar pleadings or motions relating to the retention or fees of any professional, monthly operating reports, certifications of service, or any declarations, affidavits, or replies in support of any of the foregoing or in support of the Definitive Documents.

3.02. The Definitive Documents not executed or in a form attached to this Agreement as of the Execution Date remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter or instrument related to the Restructuring Transactions shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement and the Restructuring Term Sheet, as they may be modified, amended, or supplemented in accordance with Section 13 of this Agreement and shall otherwise be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Stakeholders. Further, the Definitive Documents not executed or in a form attached to this Agreement as of the Agreement Effective Date shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement and the Restructuring Term Sheet and shall otherwise be in form and substance reasonably acceptable to the Company Parties and the Required Consenting Stakeholders; provided, however, that notwithstanding anything to the contrary in this Agreement, including any exhibit, annex, or schedule hereto, (i) the New Organizational Documents shall be in form and substance acceptable to only the Required Consenting Noteholders in their sole discretion and (ii) the Exit ABL Facility Credit Agreement shall be in form and substance acceptable to the Company Parties and the Required Consenting Stakeholders.

Section 4. Milestones. On and after the Agreement Effective Date, the Parties shall comply with the following milestones (collectively, the “Milestones”), unless extended or waived in writing by the Company Parties and the Required Consenting Stakeholders (email being sufficient); provided that if any such Milestone falls on a date which is not a Business Day, such Milestone shall be automatically extended to the first Business Day thereafter.

(a) no later than 11:59 p.m. (prevailing Eastern Time) on February 1, 2026, the Debtors shall have commenced solicitation of votes in favor of the Plan;

(b) no later than 11:59 p.m. (prevailing Eastern Time) on February 1, 2026, the Debtors shall have commenced the Chapter 11 Cases in the Bankruptcy Court;

(c) no later than one (1) day following the Petition Date, the Debtors shall have filed with the Bankruptcy Court: (i) the First Day Pleadings; (ii) the Plan, the Disclosure Statement, the motion scheduling the Combined Hearing, and the Solicitation Materials; and (iii) the DIP Motion (including the proposed Interim DIP Order);

(d) no later than three (3) Business Days following the Petition Date, subject to Bankruptcy Court availability, the Bankruptcy Court shall have entered the Interim DIP Order;

(e) no later than 11:59 p.m. (prevailing Eastern Time) on March 16, 2026, subject to Bankruptcy Court availability, the Bankruptcy Court shall have entered the Disclosure Statement Order, the Confirmation Order, and the Final DIP Order; and

(f) no later than 11:59 p.m. (prevailing Eastern Time) on March 31, 2026, the Plan Effective Date shall have occurred.

Section 5. Commitmentsof the Consenting Stakeholders.

5.01. General Commitments, Forbearances, and Waivers.

(a) During the Agreement Effective Period, each Consenting Stakeholder agrees, severally, and not jointly or jointly and severally, in respect of all of its Company Claims/Interests, to:

(i) support the Restructuring Transactions and vote all Company Claims/Interests owned, held, or otherwise controlled by such Consenting Stakeholder in accordance with the terms and subject to the conditions of this Agreement by exercising any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; provided that no Consenting Stakeholder shall be obligated to (x) waive (to the extent waivable by such Consenting Stakeholder) any condition to the consummation of any part of the Restructuring Transactions set forth in (or to be set forth in) this Agreement or any other Definitive Document, or (y) approve any Definitive Document that is not in form and substance consistent with its consent rights as set forth herein;

(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties’ efforts to obtain additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; provided that no Consenting Stakeholder shall be obligated to amend, modify, or supplement any of the Definitive Documents (including any amendment, modification or supplement that provides for different treatment of any Company Claims/Interests than the treatment provided to such Company Claims/Interests in this Agreement);

(iii) use commercially reasonable efforts to support the Company Parties to oppose any party or person from taking any actions contemplated in Section 5.02(b); provided that no Consenting Stakeholder shall be required hereunder to incur any expense or liability in connection with such opposition;

(iv) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; provided that this Section 5.01(a)(iv) shall not require any Consenting Stakeholder to indemnify or otherwise incur any liability, including with respect to any Agent/Trustee; and

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

(b) During the Agreement Effective Period, each Consenting Stakeholder agrees, severally, and not jointly or jointly and severally, to the extent permitted by Law and subject to the terms of this Agreement, in respect of all of its Company Claims/Interests, that it shall not directly or indirectly:

(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; provided that nothing in the foregoing shall be construed to limit any Consenting Stakeholder’s ability to exercise its consent or termination rights provided herein;

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

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

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

(v) exercise, or direct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against or Interests in the Company Parties in a way materially inconsistent with the terms of this Agreement or the Definitive Documents; or

(vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code, in each case, in a manner materially inconsistent with the terms of this Agreement or the Definitive Documents.

5.02. Commitments with Respect to Chapter 11 Cases.

(a) During the Agreement Effective Period, each Consenting Stakeholder that is entitled to vote to accept or reject the Plan pursuant to its terms agrees, severally, and not jointly or jointly and severally, that it shall, subject to receipt by such Consenting Stakeholder, whether before or after the commencement of the Chapter 11 Cases, of the Solicitation Materials:

(i) vote each of its Company Claims/Interests, to the extent entitled to vote to accept or reject the plan, to accept the Plan by delivering its duly executed and completed ballot accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its actual receipt of the Solicitation Materials and the ballot;

(ii) to the extent it is permitted to elect whether to opt out of the releases set forth in the Plan, elect not to opt out of the releases, or, to the extent it is permitted to elect whether to opt in to the releases set forth in the Plan, elect to opt in to the releases, in each case in accordance with the instructions set forth in the Solicitation Materials; and

(iii) not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (i) and (ii) above; provided that such vote or election may be revoked or withdrawn by such Consenting Stakeholder in accordance with Section 12.06 of this Agreement at any time upon or following termination of this Agreement with respect to such Consenting Stakeholder.

(b) During the Agreement Effective Period, each Consenting Stakeholder, in respect of each of its Company Claims/Interests, will support, and will not directly or indirectly object to, delay, impede, or take any other action to interfere with any motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is consistent with this Agreement; provided that nothing in the foregoing shall be construed to limit any Consenting Stakeholder’s ability to exercise its consent or termination rights provided herein.

Section 6. AdditionalProvisions Regarding the Consenting Stakeholders’ Commitments.

6.01. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) affect the ability of any Consenting Stakeholder to consult with any other Consenting Stakeholder, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee); (b) impair or waive the rights of any Consenting Stakeholder to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions or take any action that is not prohibited in this Agreement; (c) prevent any Consenting Stakeholder from enforcing this Agreement or any other Definitive Document or asserting or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or any other Definitive Document; (d) be construed to prohibit or limit any Consenting Stakeholder from taking or directing any action relating to maintenance, protection or preservation of any collateral, provided that such action is not materially inconsistent with this Agreement; (e) be construed to prohibit or limit any Consenting Stakeholder from appearing as a party in interest in any matter to be adjudicated concerning any matter arising in the Chapter 11 Cases or taking any position in connection therewith that is not materially inconsistent with this Agreement; (f) prevent any Consenting Stakeholder from taking any action that is required by applicable Law; (g) prevent or limit any Consenting Stakeholder from exercising its consent rights provided herein; (h) require any Consenting Stakeholder to take any action that is prohibited by applicable Law or to waive or forgo the benefit of any applicable legal professional privilege; (i) require any Consenting Stakeholder to file any motion or pleading; (j) unless provided for under or otherwise contemplated by this Agreement, require any Consenting Stakeholder to incur any expenses, liabilities, or other obligations, or agreement to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations or prevent any Consenting Stakeholder from, by reason or this Agreement or the Restructuring Transactions, making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses or the like; (k) prevent any Consenting Stakeholder from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence, and priority of its Company Claims/Interests; (l) except as and to the extent explicitly set forth in (or to be set forth in) this Agreement or any other Definitive Document, limit the ability of any Consenting Stakeholder to enforce the terms of the Intercreditor Agreement (as defined in the Prepetition ABL Credit Agreement) (including exercising any rights or remedies available to such Consenting Stakeholder); or (m) except as and to the extent set forth herein or otherwise contemplated by this Agreement or in any other Definitive Document, constitute a waiver or amendment of any term or provision of, or alter or diminish any right or obligation in, any Prepetition ABL Loan Document or Senior Secured Notes Document.

Section 7. Commitmentsof the Company Parties.

7.01. Affirmative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, the Company Parties agree to:

(a) support, use commercially reasonable efforts to cooperate with the Consenting Stakeholders, and take all steps reasonably necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement and the other Definitive Documents, as applicable;

(b) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein (as determined in good faith by the Company Parties and the Required Consenting Stakeholders), take all steps reasonably necessary and desirable to address any such impediment;

(d) use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals, filings, registrations, or notices necessary to implement or consummate the Restructuring Transactions;

(e) cooperate in good faith and coordinate with the Ad Hoc Group to structure and implement the Restructuring Transactions in a tax efficient manner that is reasonably acceptable to the Company Parties and the Required Consenting Noteholders;

(f) negotiate in good faith and take all steps reasonably necessary to execute and deliver, and perform their obligations under, the Definitive Documents and any other required agreements required to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement;

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

(h) provide drafts of (1) each of Definitive Document to, and afford a reasonable opportunity for comment and review of such document by, counsel to the Consenting Stakeholders, which opportunity of comment and review shall be not less than three (3) Business Days in advance of any filing with the Bankruptcy Court and (2) each material pleading or document that the Company Parties intent to file with the Bankruptcy Court to, and afford a reasonable opportunity for comment an review of such documents by, counsel to the Required Consenting Noteholders, which opportunity of comment and review shall be not less than three (3) Business Days in advance of any filing with the Bankruptcy Court; provided that if delivery of such document at least three (3) Business Days in advance of such filing is impracticable under the circumstances, such document shall be delivered as soon as otherwise practicable, and shall afford them a reasonable opportunity under the circumstances to comment on such documents;

(i) except for any events or circumstances arising under Section 8 and Section 12.03(b) of this Agreement, promptly inform the Ad Hoc Group Advisors and the Prepetition ABL Advisors of any event or circumstance that has occurred, or that is reasonably likely to occur, that is or would be reasonably likely to result in the occurrence of any Consenting Noteholder Termination Event, Company Party Termination Event, or Consenting Prepetition ABL Lender Termination Event that the Company Parties or their advisors are aware of, no later than two (2) calendar days after obtaining such knowledge;

(j) timely file a formal objection to motions filed with the Bankruptcy Court (to the extent not informally resolved in connection with the objection deadline in connection therewith) by any person seeking the entry of an order: (i) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code); (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code; (iii) dismissing the Chapter 11 Cases; or (iv) for relief that (x) is inconsistent with this Agreement or (y) would reasonably be expected to frustrate the purposes of this Agreement, including, without limitation, by preventing consummation of any Restructuring Transaction;

(k) use commercially reasonable efforts to: (i) conduct their ongoing businesses and operations in the ordinary course in compliance with applicable Law in a manner that is consistent with practices existing as of the Execution Date, this Agreement, and the Definitive Documents; (ii) preserve their ongoing business relationships with third parties (including creditors, lessors, licensors, suppliers, distributors, and customers) and employees in the ordinary course; (iii) maintain their respective books and records on a basis consistent with prior practice; (iv) maintain their assets, equipment, properties, and facilities in their condition and repair as of the Execution Date; (v) maintain all of their respective licenses and permits in full force and effect; and (vi) maintain all necessary insurance policies in full force and effect;

(l) to the extent permitted by Law and as soon as reasonably practicable, notify counsel to the Consenting Stakeholders of:

(i) the initiation, institution, or commencement of any proceeding by a governmental body or other Person (x) involving any of the Company Parties (including any material assets, permits, businesses, operations, or activities of any of the Company Parties) or (y) challenging the validity of the transactions contemplated by this Agreement or any other Definitive Document or seeking to enjoin, restrain, or prohibit this Agreement or any other Definitive Document or the consummation of the transactions contemplated hereby or thereby; and/or

(ii) the receipt of notice from any governmental body or other Person alleging that the consent of such Person is or may be required under any organizational document, material contract, permit, Law, or otherwise in connection with the consummation of any part of the Restructuring Transactions;

(m) promptly pay all Restructuring Expenses when due (including, to the extent applicable, in accordance with the terms of any executed engagement or fee letters and the DIP Documents) in full in cash;

(n) maintain the good standing and legal existence of each Company Party under the Laws of the jurisdiction in which each such entity is incorporated, organized, or formed, except where failure to do so (i) would not be reasonably expected to have a material adverse effect on the Company Parties, taken as a whole, or (ii) arises as a result of the filing of the Chapter 11 Cases; and

(o) use commercially reasonable efforts to provide responses in a reasonably timely manner to reasonable diligence requests from the Consenting Stakeholders; provided that nothing in this Agreement or this Section 7.01(o) shall require the Company Parties or their advisors to provide documents, communications, materials, or other information that is protected by attorney client privilege, work product doctrine, or substantive equivalents, as determined by the Company Parties in their sole discretion.

7.02. Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:

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

(b) prepare, commence, or support any third party in connection with an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, liens or encumbrances securing, or priority of any allowed Senior Secured Notes Claims or Prepetition ABL Claims;

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

(d) seek to modify the Plan or any other Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement in all material respects;

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

(f) change any material tax election, change the tax classification of any Company Party, file any material amended tax return, enter into any “closing agreement” (within the meaning of section 7121 of the Tax Code or similar provision of state or local tax law) with respect to a material tax, or seek any private letter ruling from the U.S. Internal Revenue Service, in each case, inconsistent with past practice except to the extent needed to comply with the terms of this Agreement or any Definitive Document, without the written consent of the Required Consenting Noteholders (not to be unreasonably withheld, conditioned, or delayed);

(g) subject to Section 8 of this Agreement, seek or solicit any Alternative Restructuring Proposal;

(h) commence, support, or join any litigation or adversary proceeding against any Consenting Stakeholder;

(i) (i) seek formal discovery in connection with, prepare, or commence any proceeding that challenges (1) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Consenting Stakeholders, or (2) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Stakeholder; (ii) otherwise seek to restrict any contractual rights of any of the Consenting Noteholders or the Consenting Prepetition ABL Lenders under the Senior Secured Notes Documents or Prepetition ABL Loan Documents, as applicable; or (iii) support any Person in connection with any of the acts described in clause (i) or clause (ii) of this Section 7.02(h);

(j) except as contemplated by this Agreement, enter into any contract with respect to debtor-in-possession financing, cash collateral usage, or exit financing without the advance written consent (email being sufficient) of the Required Consenting Stakeholders;

(k) except as expressly contemplated by this Agreement, the Plan, or the other Definitive Documents, or as otherwise necessary to implement the Restructuring Transactions, (i) authorize, create, issue, sell, or grant any additional Nine Energy Equity Interests or other Interests in any Company Party or (ii) reclassify, recapitalize, redeem, purchase, acquire, or declare or make any distribution on any Nine Energy Equity Interests; or

(l) sell, convey, dispose, or otherwise Transfer any of its material assets or properties outside of the ordinary course of business without the reasonable consent of the Required Consenting Stakeholders.

Section 8. AdditionalProvisions Regarding Company Parties’ Commitments.

8.01. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company Party or the board of directors, board of managers, or similar Governing Body of a Company Party, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent that taking or failing to take such action would be inconsistent with applicable Law or its fiduciary obligations under applicable Law, and any such action or inaction pursuant to this Section 8.01 shall not be deemed to constitute a breach of this Agreement; provided that if (and on each occasion) a Company Party determines to take any action or to refrain from taking any action with respect to the Restructuring Transactions in accordance with this Section 8.01, such Company Party shall provide written notice (email being sufficient) of such determination to counsel to the Consenting Stakeholders promptly, and in no event, later than three (3) Business Days following such Company Party making such determination; provided further that notwithstanding the foregoing, nothing in this Section 8.01 shall be deemed to impair or waive the rights of any Consenting Stakeholder to exercise any applicable termination in accordance with Section 12 of this Agreement.

8.02. Notwithstanding anything to the contrary in this Agreement (but subject to Section 8.01), each Company Party and their respective directors, officers, employees, investment bankers, attorneys, accountants, consultants, and other advisors or representatives shall have the rights to: (a) consider, respond to, and facilitate an Alternative Restructuring Proposal; (b) provide access to non-public information concerning any Company Party to Person that enters into Confidentiality Agreements or nondisclosure agreements with any Person; (c) maintain or continue discussions or negotiations with respect to Alternative Restructuring Proposals; (d) otherwise cooperate with, assist, participate in, or facilitate any inquiries, proposals, discussions, or negotiation of Alternative Restructuring Proposals; and (e) enter into or continue discussions or negotiations with holders of Claims against or Interests in a Company Party (including any Consenting Stakeholder), any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee), or any other Person regarding the Restructuring Transactions or such Alternative Restructuring Proposal; provided that, if any Company Party receives an Alternative Restructuring Proposal or an update thereto, then such Company Party shall, except to the extent it is precluded from doing so pursuant to any applicable confidentiality agreements (which the Company Parties will use commercially reasonable efforts to obtain consent from the counterparties to such confidentiality agreements to disclose the following in accordance with this Section 8.02), (i) promptly, but within two (2) calendar days of receiving such Alternative Restructuring Proposal, provide the Ad Hoc Group Advisors a notice of (x) the receipt of such Alternative Restructuring Proposal with a copy of any written proposal (including all annexes, ancillary terms, and other components of such proposal) or a detailed summary of any oral proposal, (y) the identity of the person or group of persons involved, and (z) the status and progress of such Alternative Restructuring Proposal (including whether any Company Party has taken or intends to take any of the actions set forth in clauses (a)-(e) above) and (ii) respond promptly to reasonable information requests and questions from the Ad Hoc Group and the Ad Hoc Group Advisors relating to such Alternative Restructuring Proposal.

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

Section 9. Transferof Interests and Securities.

9.01. During the Agreement Effective Period, no Consenting Stakeholder shall Transfer any ownership (including any beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless either: (i) the transferee executes and delivers to counsel to the Company Parties and counsel to the Ad Hoc Group within two (2) Business Days after the closing of such Transfer or Joinder; (ii) the transferee is a Consenting Stakeholder and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties and counsel to the Ad Hoc Group within two (2) Business Days after the closing of such Transfer; or (iii) the transferee is a Consenting Noteholder Related Fund and the transferee provides notice of such Transfer (including the amount and type of Company Claim/Interest Transferred) to counsel to the Company Parties and counsel to the Ad Hoc Group within two (2) Business Days after the closing of such Transfer, provided that, upon such Transfer, such Consenting Noteholder Related Fund shall be deemed to become a Consenting Noteholder and to be bound by all terms of this Agreement applicable to Consenting Noteholders (which obligations may be enforced against such Consenting Noteholder Related Fund by the Parties).

9.02. Upon compliance with the requirements of Section 9.01, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of the rights and obligations in respect of such transferred Company Claims/Interests. Any Transfer in violation of Section 9.01 shall be void ab initio.

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

9.04. This Section 9 shall not impose any obligation on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Consenting Stakeholder to Transfer any of its Company Claims/Interests. Notwithstanding anything to the contrary herein, to the extent a Company Party and another Party have entered into a Confidentiality Agreement, the terms of such Confidentiality Agreement shall continue to apply and remain in full force and effect according to its terms, and this Agreement does not supersede any rights or obligations otherwise arising under such Confidentiality Agreements, including any obligation thereunder on any Company Party to issue any “cleansing letter” or otherwise publicly disclose information.

9.05. Notwithstanding Section 9.01 or anything to the contrary in this Agreement, a Qualified Marketmaker that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if: (i) such Qualified Marketmaker subsequently Transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within ten (10) Business Days of its acquisition to a transferee that is an Entity that is not an affiliate, affiliated fund, or affiliated Entity with a common investment advisor; (ii) the transferee is a Permitted Transferee; and (iii) the Transfer is otherwise permitted under Section 9.01. To the extent that a Consenting Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the transferee be a Permitted Transferee.

9.06. Notwithstanding anything to the contrary in this Section 9, the restrictions on Transfer set forth in this Section 9 shall not apply to the grant of any liens or encumbrances on any claims and interests in favor of a bank or broker-dealer holding custody of such claims and interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such claims and interests.

Section 10. Representationsand Warranties of Consenting Stakeholders. Each Consenting Stakeholder, severally, and not jointly or jointly and severally, represents and warrants that, as of the date such Consenting Stakeholder executes and delivers this Agreement, a Joinder, or a Transfer Agreement, as applicable, and as of the Plan Effective Date:

(a) it is the beneficial or record owner, whether held directly or indirectly (which shall be deemed to include any unsettled trades or subparticipations), of the face amount of the Company Claims/Interests or is the nominee, investment manager, or advisor for beneficial holders of the Company Claims/Interests (held directly or indirectly) reflected in, and, having made reasonable inquiry, is not the beneficial or record owner of any Company Claims/Interests other than those reflected in, such Consenting Stakeholder’s signature page to this Agreement, a Joinder, or a Transfer Agreement, as applicable (as may be updated pursuant to Section 9);

(b) it has the full power and authority to act on behalf of, vote, and consent to matters concerning, such Company Claims/Interests;

(c) such Company Claims/Interests are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition, Transfer, or encumbrances of any kind, that would adversely affect in any way such Consenting Stakeholder’s ability to perform any of its obligations under this Agreement at the time such obligations are required to be performed;

(d) it has the full power to vote, approve changes to, and Transfer all of its Company Claims/Interests referable to it as contemplated by this Agreement subject to applicable Law; and

(e) solely with respect to holders of Company Claims/Interests, (i) it is either (A) a “qualified institutional buyer” (as defined in Rule 144A of the Securities Act), (B) not a “U.S. person” (as described in Regulation S), or (C) an institutional accredited investor (described in Rule 501(a)(1), (2), (3), and (7) of the Securities Act), and (ii) any securities acquired by the Consenting Stakeholder in connection with the Restructuring Transactions will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act.

Section 11. MutualRepresentations, Warranties, and Covenants. Each of the Parties, severally and not jointly, and solely with respect to itself, represents, warrants, and covenants to each other Party, as of the date such Party executes and delivers this Agreement, a Joinder, or a Transfer Agreement, and on the Plan Effective Date:

(a) it is validly existing and in good standing (where such concept exists) under the Laws of the state or jurisdiction of its organization, and has all requisite corporate, partnership, limited liability company, or other organizational power and authority to enter into this Agreement and to carry out the Restructuring Transactions contemplated in this Agreement, and to perform its respective obligations under this Agreement and the other Definitive Documents, as applicable;

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

(c) except as expressly provided in this Agreement, any other Definitive Document, and the Bankruptcy Code, no registration or filing with, consent or approval of, or notice to, or other action is required by any other Person or Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement;

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

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

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

Section 12. Terminationof Agreement.

12.01. Consenting Noteholder Termination Events. This Agreement may be terminated with respect to the Consenting Noteholders, by the Required Consenting Noteholders, by the delivery to the other Parties of a written notice in accordance with Section 14.10 upon the occurrence of the following events:

(a) the breach in any material respect by a Company Party of any of the representations, warranties, or covenants of the Company Parties set forth in this Agreement that (i) is adverse to the Consenting Noteholders seeking termination pursuant to this provision and (ii) remains uncured for ten (10) Business Days after transmission of a written notice in accordance with Section 14.10 hereof detailing any such breach;

(b) the breach in any material respect by the Consenting Prepetition ABL Lenders of any of the representations, warranties, or covenants of the Consenting Prepetition ABL Lenders set forth in this Agreement that (i) is adverse to the Consenting Noteholders seeking termination pursuant to this provision and (ii) remains uncured for ten (10) Business Days after transmission of a written notice in accordance with Section 14.10 hereof detailing any such breach;

(c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for ten (10) Business Days after such terminating Consenting Noteholders transmit a written notice in accordance with Section 14.10 detailing any such issuance; provided, that this termination right may not be exercised by any Party that sought or requested such ruling or order in contravention of any obligation set out in this Agreement;

(d) the execution or filing of any Definitive Document that is not reasonably acceptable to the Required Consenting Noteholders pursuant to their consent rights set forth in Section 3 of this Agreement and remains inconsistent with the terms thereof for ten (10) Business Days after the Required Consenting Noteholders promptly transmit a written notice to the Company Parties, which may be by email from counsel to the Consenting Noteholders to counsel to the Company Parties, detailing any such lack of acceptance. For the avoidance of doubt, any such cure period shall apply solely to the Consenting Noteholders lack of consent;

(e) the Bankruptcy Court (i) enters an order denying confirmation of the Plan, (ii) enters a Confirmation Order that is not in a form reasonably acceptable to the Required Consenting Noteholders or approving a Plan that is not in a form reasonably acceptable to the Required Consenting Noteholders, (iii) enters an order terminating any Company Party’s exclusive right to file and/or solicit acceptances of a plan of reorganization, or (iv) grants relief that is inconsistent any material respect with this Agreement, the Definitive Documents, or the Restructuring Transactions; provided that any of the events in (i)-(iv) are not reversed or otherwise cured within ten (10) Business Days;

(f) without the prior written consent of the Required Consenting Stakeholders, a Company Party: (i) withdraws or revokes the Plan or publicly announces its intention not to effectuate the Plan, (ii) files, proposes, or otherwise supports or approves, or publicly announces its intention to file, propose, or otherwise support or approve, an Alternative Restructuring Proposal or enters into, or publicly announces its intention to enter into a definitive agreement with respect to an Alternative Restructuring Proposal, (iii) moves to dismiss any of the Chapter 11 Cases, or (iv) files, proposes, or otherwise supports or approves any amendment or modification to any Definitive Document containing any terms that are materially inconsistent with the terms of this Agreement;

(g) any Milestone has not been achieved, except where such Milestone has been waived or extended by the Required Consenting Stakeholders in accordance with this Agreement, or the failure to achieve the Milestone is caused by, or results from, an act, omission, or delay by one or more of the Consenting Noteholders;

(h) the Consenting Prepetition ABL Lenders give notice of termination of this Agreement pursuant to Section 12.02 of this Agreement;

(i) the Company Parties give notice of termination of this Agreement pursuant to Section 12.03 of this Agreement;

(j) any of the Company Parties (i) consummates or enters into a definitive agreement evidencing any merger, consolidation, disposition of material assets, acquisition of material assets or similar transaction, (ii) pays any dividend, or (iii) incurs indebtedness for borrowed money, other than (a) the Restructuring Transactions or (b) with the prior written consent of the Required Consenting Noteholders;

(k) any of the Company Parties enters into an executory contract or lease involving consideration of more than $500,000.00, any key employee incentive plan or key employee retention plan, any new or amended agreement regarding executive compensation, or other compensation arrangement, in each case other than with the prior written consent of the Required Consenting Noteholders;

(l) except as otherwise contemplated by the Restructuring Transactions or the Definitive Documents, the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets of the Debtors having an aggregate fair market value in excess of $500,000.00 without the prior written consent of the Required Consenting Noteholders;

(m) the Debtors fail to timely file a formal objection, after consultation in good faith with the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable;

(n) any order approving the Plan or the Disclosure Statement is reversed, dismissed, vacated, modified or amended in a manner that is inconsistent in any material respect with this Agreement;

(o) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable;

(p) the Company Parties fail to pay all or any portion of the Restructuring Expenses as and when due under this Agreement;

(q) any Company Party files or supports another party in filing (i) a motion or pleading challenging the amount, validity, or priority of any claims or interests held by any Consenting Noteholder against the Debtors (or any liens securing such claims) or (ii) a motion or pleading asserting (or seeking standing to assert) any purported claims or causes of action against any of the Consenting Noteholder that would otherwise be released under the Plan; provided that this termination right does not apply to the Company Parties’ efforts to comply with, or reply to, any validly served discovery requests, court order, or applicable Law;

(r) the Bankruptcy Court enters an order invalidating, disallowing, subordinating, recharacterizing, or limiting, as applicable, any of the Company Claims/Interests of the Consenting Noteholders, or any of the encumbrances that secure the Senior Secured Notes Claims, in a manner inconsistent with this Agreement;

(s) any Company Party, other than as expressly contemplated herein, without the consent of the Consenting Noteholders: (i) commences a voluntary case under the Bankruptcy Code other than the Chapter 11 Cases; (ii) consents to the appointment of, or taking possession by, a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or similar official) of any Company Party or a material portion of the property or assets of any Company Party; (iii) seeks any arrangement, adjustment, protection, or relief of its debts other than the Chapter 11 Cases; or (iv) makes any general assignment for the benefit of its creditors;

(t) (x) the commencement of an involuntary case against any Company Party under the Bankruptcy Code that is not dismissed or withdrawn within twenty-one (21) Business Days; or (y) a court of competent jurisdiction enters a ruling, judgment, or order that appoints, or that authorizes or permits the taking of possession by, a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or similar official) of any Company Party, any Interests held by any Company Party, or a material portion of the property or assets of any Company Party;

(u) any Company Party consummates debtor-in-possession financing, cash collateral usage, or exit financing that is in an amount, on terms and conditions, or otherwise in form and substance, that is/are not reasonably acceptable to the Consenting Noteholders;

(v) any Company Party’s use of cash collateral with respect to the Consenting Noteholders or debtor-in-possession financing has been validly terminated in accordance with the respective terms thereof;

(w) the Company Parties provide notice as required by Sections 8.01 or 8.02 hereof or fail to provide notice in violation of Sections 8.01 or 8.02 hereof;

(x) the DIP Lenders terminate the DIP Facility in accordance with the DIP Documents;

(y) after entry by the Bankruptcy Court of the DIP Orders, the Disclosure Statement Order, or the Confirmation Order, as applicable, such order is reversed, stayed, dismissed, vacated, reconsidered, modified, or amended, in each case, in a manner materially inconsistent with this Agreement without the prior written consent of the Consenting Noteholders;

(z) the Debtors fail to timely file a formal objection, after consultation in good faith with the Required Consenting Noteholders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (i) directing the appointment of a trustee, (ii) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (iii) dismissing the Chapter 11 Cases; or

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

12.02. Consenting Prepetition ABL Lenders Termination Events. This Agreement may be terminated solely with respect to the Consenting Prepetition ABL Lenders, by the Consenting Prepetition ABL Lenders, by the delivery to the Company Parties and the Consenting Noteholders of a written notice in accordance with Section 14.10 upon the occurrence of the following events:

(a) the breach in any material respect by a Company Party of any of the representations, warranties, or covenants of the Company Parties set forth in this Agreement that (i) is adverse to the Consenting Prepetition ABL Lenders and (ii) remains uncured for up to ten (10) Business Days after such terminating Consenting Prepetition ABL Lenders transmit a written notice in accordance with Section 14.10 hereof detailing any such breach;

(b) the breach in any material respect by any Consenting Noteholder of any of the representations, warranties, or covenants of the Company Parties set forth in this Agreement that (i) is adverse to the Consenting Prepetition ABL Lenders seeking termination pursuant to this provision and (ii) remains uncured for up to ten (10) Business Days after such terminating Consenting Prepetition ABL Lenders transmit a written notice in accordance with Section 14.10 hereof detailing any such breach; provided that, with respect to any such breach by a Consenting Noteholder, the non-breaching Consenting Noteholders collectively hold less than two-thirds of the outstanding principal amount of the Senior Secured Notes Claims;

(c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling, judgment, decision, determination, or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions or renders the Restructuring Transactions illegal or impossible and (ii) remains in effect for fifteen (15) Business Days after such terminating Consenting Prepetition ABL Lenders transmit a written notice in accordance with Section 14.10 detailing any such issuance; provided, that this termination right may not be exercised by any Party that sought or requested such ruling, judgment, decision, determination, or order in contravention of any obligation set out in this Agreement; provided further that, at the Company Parties’ cost and expense, the Consenting Prepetition ABL Lenders will work in good faith to assist the Company Parties in seeking to overturn or vacate such ruling or order;

(d) the execution or filing of any Definitive Document that is not reasonably acceptable to the Consenting Prepetition ABL Lenders pursuant to their consent rights set forth in Section 3 of this Agreement and remains inconsistent with the terms thereof for three (3) Business Days after the Consenting Prepetition ABL Lenders promptly transmit a written notice to the Company Parties, which may be by email from counsel to the Consenting Prepetition ABL Lenders to counsel to the Company Parties, detailing any such lack of acceptance. For the avoidance of doubt, any such cure period shall apply solely to the Consenting Prepetition ABL Lenders lack of consent;

(e) any Milestone has not been achieved, except where such Milestone has been waived or extended by the Required Consenting Stakeholders, or the failure to achieve the Milestone is caused by, or results from, an act, omission, or delay by one or more Consenting Prepetition ABL Lenders;

(f) except as contemplated by this Agreement and other than the Chapter 11 Cases, any Company Party: (i) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, receivership, reorganization (by way of voluntary administration, deed of company arrangement, or otherwise) or other relief under any federal, state, or foreign bankruptcy, insolvency, arrangement, scheme of arrangement, administrative receivership, or similar law now or hereafter in effect; (ii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official with respect to any Company Party or for such Company Party’s assets; or (iii) takes any corporate action for purposes of authorizing the foregoing;

(g) (x) the commencement of an involuntary case against any Company Party under the Bankruptcy Code that is not dismissed or withdrawn within twenty-one (21) Business Days; (y) a court of competent jurisdiction enters a ruling, judgment, or order that appoints, or that authorizes or permits the taking of possession by, a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or similar official) of any Company Party, any Interests held by any Company Party, or a material portion of the property or assets of any Company Party; or (z) the Company Parties take any corporate action for purposes of authorizing the foregoing;

(h) any Company Party consummates debtor-in-possession financing, cash collateral usage, or exit financing that is in an amount, on terms and conditions, or otherwise in form and substance, that is/are not reasonably acceptable to the Consenting Prepetition ABL Lenders;

(i) without the prior written consent of the Consenting Prepetition ABL Lenders, any Debtor (i) withdraws or revokes the Plan or publicly announces its intention not to effectuate the Plan, (ii) files, proposes, or otherwise supports or approves, or publicly announces its intention to file propose or otherwise support or approve, an Alternative Restructuring Proposal or enters into, or publicly announces its intention to enter into a definitive agreement with respect to an Alternative Restructuring Proposal, (iii) moves to dismiss any of the Chapter 11 Cases, or (iv) files, proposes, or otherwise supports or approves any amendment or modification to any Definitive Document containing any terms that are materially inconsistent with the terms of this Agreement;

(j) any Company Party files or supports another party in filing (i) a motion or pleading challenging the amount, validity, or priority of any claims or interests held by any Consenting Prepetition ABL Lenders against the Debtors (or any liens securing such claims) or (ii) a motion or pleading asserting (or seeking standing to assert) any purported claims or causes of action against any of the Consenting Prepetition ABL Lenders that would otherwise be released under the Plan; provided that this termination right does not apply to the Company Parties’ efforts to comply with, or reply to, any validly served discovery requests, court order, or applicable Law;

(k) the Bankruptcy Court enters an order invalidating, disallowing, subordinating, recharacterizing, or limiting, as applicable, any of the Company Claims/Interests of the Consenting Prepetition ABL Lenders, or any of the encumbrances that secure the Prepetition ABL Claims, in a manner inconsistent with this Agreement;

(l) any Company Party, other than as expressly contemplated herein, without the consent of the Consenting Prepetition ABL Lenders: (i) commences a voluntary case under the Bankruptcy Code other than the Chapter 11 Cases; (ii) consents to the appointment of, or taking possession by, a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or similar official) of any Company Party or a material portion of the property or assets of any Company Party; (iii) seeks any arrangement, adjustment, protection, or relief of its debts other than the Chapter 11 Cases; or (iv) makes any general assignment for the benefit of its creditors;

(m) the Bankruptcy Court (i) enters a DIP Order that is not in form and substance acceptable to the Consenting Prepetition ABL Lenders, (ii) enters an order denying confirmation of the Plan, (iii) enters a Confirmation Order that is not in a form reasonably acceptable to the Consenting Prepetition ABL Lenders or approving a Plan that is not in a form reasonably acceptable to the Consenting Prepetition ABL Lenders, (iv) enters an order terminating any Company Party’s exclusive right to file and/or solicit acceptances of a plan of reorganization, or (v) grants relief that is inconsistent any material respect with this Agreement, the Definitive Documents, or the Restructuring Transactions; provided that any of the events in (ii)-(v) are not reversed or otherwise cured within ten (10) Business Days;

(n) any of the Company Parties (i) consummates or enters into a definitive agreement evidencing any merger, consolidation, disposition of material assets, acquisition of material assets or similar transaction, (ii) pays any dividend, or (iii) incurs indebtedness for borrowed money, other than (a) the Restructuring Transactions or (b) with the prior written consent of the Consenting Prepetition ABL Lenders;

(o) except as otherwise contemplated by the Restructuring Transactions or the Definitive Documents, the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets of the Debtors having an aggregate fair market value in excess of $500,000.00 without the prior written consent of the Consenting Prepetition ABL Lenders;

(p) any of the Company Parties enters into an executory contract or lease involving consideration of more than $500,000.00, any key employee incentive plan or key employee retention plan, any new or amended agreement regarding executive compensation, or other compensation arrangement, in each case other than with the prior written consent of the Consenting Prepetition ABL Lenders;

(q) the Debtors fail to timely file a formal objection, after consultation in good faith with the Consenting Prepetition ABL Lenders, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable;

(r) any court of competent jurisdiction has entered a final, non-appealable judgment or order declaring this Agreement to be unenforceable;

(s) the Company Parties fail to pay all or any portion of the Restructuring Expenses as and when due under this Agreement;

(t) any Company Party files or supports another party in filing a motion or pleading challenging the amount, validity, or priority of any claims held by any Consenting Stakeholder against the Debtors (or any liens securing such claims); provided that this termination right does not apply to the Company Parties’ efforts to comply with, or reply to, any validly served discovery requests, court order, or applicable Law;

(u) any Company Party’s use of cash collateral with respect to the Consenting Prepetition ABL Lenders or debtor-in-possession financing has been validly terminated in accordance with the respective terms thereof;

(v) the Company Parties provide notice as required by Sections 8.01 or 8.02 hereof or fail to provide notice in violation of Sections 8.01 or 8.02 hereof;

(w) the occurrence of any “Event of Default” under the DIP Documents or DIP Orders, as applicable, that has not been cured or waived (if susceptible to cure or waiver) in accordance with the applicable DIP Documents or DIP Orders, as applicable;

(x) after entry by the Bankruptcy Court of the DIP Orders, the Disclosure Statement Order, or the Confirmation Order, as applicable, such order is reversed, stayed, dismissed, vacated, reconsidered, modified, or amended, in each case, in a manner materially inconsistent with this Agreement without the prior written consent of the Consenting Prepetition ABL Lenders;

(y) any Consenting Noteholder or any Company Party terminates this Agreement pursuant to Section 12.01 or Section 12.03, respectively;

(z) the Bankruptcy Court enters an order denying confirmation of the Plan; or

(aa) the Bankruptcy Court enters an order, or any Company Party files a motion (without the prior written consent (not unreasonably withheld) of the Consenting Prepetition ABL Lenders), (i) converting one or more of the Chapter 11 Cases of a Company Party to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee in one or more of the Chapter 11 Cases of a Company Party, (iii) dismissing any of the Chapter 11 Cases, or (iv) rejecting this Agreement.

12.03. Company Party Termination Events. Any Company Party may terminate this Agreement as to all Parties upon prior written notice to all Parties in accordance with Section 14.10 hereof upon the occurrence of any of the following events:

(a) the breach in any material respect by one or more of the Consenting Stakeholders of any provision set forth in this Agreement that (i) is adverse to the Company Parties and (ii) remains uncured for a period of ten (10) Business Days after the receipt by the Consenting Stakeholders of notice of such breach; provided that, with respect to any such breach by a Consenting Noteholder, the non-breaching Consenting Noteholders collectively hold less than two-thirds of the outstanding principal amount of the Senior Secured Notes Claims;

(b) the board of directors, board of managers, or such similar Governing Body of any Company Party determines, after consulting with counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal;

(c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a material portion of the Restructuring Transactions and (ii) remains in effect for ten (10) Business Days after such terminating Company Party transmits a written notice in accordance with Section 14.10 detailing any such issuance; provided, that this termination right shall not apply to or be exercised by any Company Party that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement; or

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

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

12.05. Automatic Termination. This Agreement shall terminate automatically without any further required action or notice immediately upon the occurrence of the Plan Effective Date.

12.06. Effect of Termination. Upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force and effect as to such Party and each Party subject to such termination shall be released from its commitments, undertakings, and agreements under or related to this Agreement and shall have the rights and remedies that it would have had, had it not entered into this Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring Transactions or otherwise, that it would have been entitled to take had it not entered into this Agreement, including with respect to any and all Claims or Causes of Action; provided, however, that in no event shall any such termination relieve a Party from liability for its breach of its obligations under this Agreement prior to the date of such termination. Upon the occurrence of a Termination Date as to any Consenting Stakeholder prior to the Plan Effective Date, any and all consents or ballots tendered by such Consenting Stakeholder before such Termination Date shall be deemed, for all purposes, to be null and void ab initio from the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring Transactions and this Agreement or otherwise; provided, however, that is any such termination occurs on or after the Petition Date and after the deadline for Company Claims/Interests to vote to accept the Plan, any Consenting Stakeholder withdrawing or changing its vote pursuant to this Section 12.06 shall promptly file notice of such withdrawal or change with the Bankruptcy Court. Nothing in this Agreement shall be construed as prohibiting a Company Party or any of the Consenting Stakeholders from contesting whether any such termination is in accordance with its terms or to seek enforcement of any rights under this Agreement that arose or existed before a Termination Date. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of any Company Party or the ability of any Company Party to protect and reserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Consenting Stakeholder, and (b) any right of any Consenting Stakeholder, or the ability of any Consenting Stakeholder, to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its claims against any Company Party or Consenting Stakeholder (if any). No purported termination of this Agreement shall be effective under this Section 12.06 or otherwise if the Party seeking to terminate this Agreement is in material breach of this Agreement, except a termination pursuant to Section 12.03(b) or Section 12.03(d). Nothing in this Section 12.06 shall restrict any Company Party’s right to terminate this Agreement in accordance with Section 12.03(b).

Section 13. Amendmentsand Waivers.

(a) This Agreement may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any manner except in accordance with this Section 13.

(b) This Agreement may be modified, amended, or supplemented, or a condition or requirement of this Agreement may be waived, in a writing signed (email being sufficient) by each Company Party and the Required Consenting Stakeholders; provided, however, that: (i) if the proposed modification, amendment, waiver, or supplement has a material, disproportionate, and adverse effect on a Consenting Stakeholder, relative to all other Consenting Stakeholders, then the consent of such disproportionately and adversely affected Consenting Stakeholder (solely in its capacity as a Consenting Stakeholder) shall also be required to effectuate such modification, amendment, supplement or waiver, and such disproportionately and adversely affected Consenting Stakeholder shall be entitled to terminate this Agreement as to itself only for any breach of this provision; (ii) any modification, amendment, or supplement to this Section 13 shall require the consent of each Consenting Stakeholder and Company Party; (iii) any modification, amendment, or supplement to the definition of “Required Consenting Noteholders” shall require the consent of each Consenting Noteholder; and (iv) any modification, amendment, or supplement to the definition of “Required Consenting Stakeholders” shall require the consent of each Consenting Prepetition ABL Lender and Consenting Noteholder.

(c) In determining whether any consent or approval has been given by the Required Consenting Stakeholders, any Company Claims/Interests held by any then-existing Consenting Stakeholder that is in material breach of its covenants, obligations, or representations under this Agreement shall be excluded from such determination, and the Company Claims/Interests, as applicable, held by such Consenting Stakeholder shall be treated as if they were not outstanding.

(d) Any proposed modification, amendment, waiver, or supplement that does not comply with this Section 13 shall be ineffective and void ab initio.

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

Section 14. Miscellaneous.

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

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

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

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

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

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

14.07. Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.

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

14.09. Successors and Assigns; Third Parties. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and permitted assigns, as applicable. There are no third-party beneficiaries under this Agreement, and the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other Person or Entity, other than in accordance with Section 9.

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

(a)	if to a Company Party, to:

Nine Energy Service, Inc.

2001 Kirby Drive, Suite 200

Houston, Texas 77019

Attention:	Guy Sirkes, Theodore Moore
E-mail:	guy.sirkes@nineenergyservice.com;
---	---
	ted.moore@nineenergyservice.com

with copies to:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, IL 60654

Attention:	Chad J. Husnick, P.C.; Seth T. Sanders
E-mail:	chad.husnick@kirkland.com;
---	---
	seth.sanders@kirkland.com

and

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention:	Ross J. Fiedler
E-mail:	ross.fiedler@kirkland.com
---	---

(b)	if to a Consenting Noteholder, to:

Milbank LLP

55 Hudson Yards

New York, New York 10001

Attention:	Evan R. Fleck; Matthew Brod; Abigail<br>Debold
E-mail:	efleck@milbank.com; mbrod@milbank.com;
---	---
	adebold@milbank.com
(c)	if to the Consenting Prepetition ABL Lenders, to:
---	---

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attention:	Jennifer Yount; Roger G. Schwartz;<br>Rafael Alvarado
E-mail:	jenniferyount@paulhastings.com;
---	---
	rogerschwartz@paulhastings.com;
	rafaelalvarado@paulhastings.com

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

14.11. Independent Due Diligence and Decision Making. Each Consenting Stakeholder acknowledges solely with respect to itself for the benefit of the other Parties and their respective financial advisors that it has the requisite knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the securities that may be acquired by it pursuant to the Restructuring Transactions contemplated by this Agreement and has had an opportunity to receive information from the Company Parties in connection with this Agreement and the Restructuring Transactions contemplated by this Agreement. Each Consenting Stakeholder further confirms for the benefit of the other Parties and their respective financial advisors that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties and/or the Restructuring Transactions, and without reliance on any statement of any other Party (or such other Party’s financial, legal, or other professional advisors), other than such express representations and warranties of the Company Parties set forth in this Agreement.

14.12. Enforceability of Agreement. Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required. Each of the Company Parties acknowledge that after the Petition Date, the giving of notice of termination and the exercise of any rights under this Agreement by any Party shall not be considered a violation of the automatic stay of section 362 of the Bankruptcy Code.

14.13. Waiver. If the Restructuring Transactions are not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, remedies, claims, and defenses, and the Parties fully reserve any and all of their rights, remedies, claims, and defenses. Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms or the payment of damages to which a Party may be entitled under this Agreement.

14.14. Specific Performance. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party, and each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

14.15. Several, Not Joint, Claims. Except where otherwise specified, the agreements, representations, warranties, and obligations of the Parties under this Agreement are, in all respects, several and not joint, and no Party shall be liable for any failure by another Party to comply with its obligations under this Agreement.

14.16. Public Disclosure. Except as required by Law or any litigation (actual or threatened), no Party or its advisors shall (a) other than as necessary during live court proceedings and in filings in connection with the Chapter 11 Cases, intentionally use the name of any Consenting Stakeholder in any public manner (including in any press release) with respect to this Agreement, the Restructuring Transactions, or any of the Definitive Documents, or (b) intentionally disclose to any Person, other than advisors to the Company Parties and the respective Consenting Stakeholders, the principal amount or percentage of any Company Claims/Interests held by any Consenting Stakeholder without such Consenting Stakeholder’s prior written consent (it being understood and agreed that each Consenting Stakeholder’s signature page to this Agreement, or each Consenting Stakeholder’s Joinder or Transfer Agreement, as applicable, shall be redacted to remove the name of such Consenting Stakeholder and the amount and percentage of Company Claims/Interests held by such Consenting Stakeholder); provided, however, that (i) if such disclosure is required by Law, the disclosing Party shall afford the relevant Consenting Stakeholder a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure, and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Company Claims/Interests held by the respective Consenting Stakeholders, collectively.

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

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

14.19. Capacities of Consenting Stakeholders. Each Consenting Stakeholder has entered into this agreement on account of all Company Claims/Interests that it holds (directly or through discretionary accounts that it manages or advises) and, except where otherwise specified in this Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from taking under this Agreement with respect to all such Company Claims/Interests. The Company Parties understand that the Consenting Stakeholders are engaged in a wide range of financial services and businesses, and in furtherance of the foregoing, the Company Parties acknowledge and agree that the obligations set forth in this Agreement shall only apply to the trading desk(s), fund(s), account(s), business group(s), and/or unit(s) of the Consenting Stakeholders that principally manage and/or supervise each Consenting Stakeholder’s investment in the Company Parties and shall not apply to any other trading desk, fund(s), account(s), business group(s), and/or unit(s) therein of each Consenting Stakeholder so long as they are not acting at the direction or for the benefit of such Consenting Stakeholder or in connection with such Consenting Stakeholder’s investment in the Company Parties.

14.20. Fiduciary Duties; Relationship Among the Holder Parties. Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Stakeholders under this Agreement shall be several and neither joint nor joint and several. None of the Consenting Stakeholders shall, solely by virtue of entry into this Agreement, have any fiduciary duty, any duty or trust or confidence in any form, or other duties or responsibilities to each other, any Consenting Stakeholders, the Company Parties or their affiliates, or any of the Company Parties’ or their affiliates’ creditors or other stakeholders, including any holders of Company Claims/Interests. It is understood and agreed that any Consenting Stakeholders may trade in any equity securities, debt, debt securities, or any other financial instruments of the Company Parties or any other entity without the consent of the Company Parties or any other Consenting Stakeholders, subject to applicable Law, including applicable securities Laws, any Confidentiality Agreement, and this Agreement. No prior history, pattern, or practice of sharing confidences among or between any of the Consenting Stakeholders and/or the Company Parties shall in any way affect or negate this understanding and agreement. All rights under this Agreement are separately granted to each Consenting Stakeholder by the Company Parties and vice versa, and the use of a single document is for the convenience of the Company Parties. The decision to commit to enter into the Restructuring Transactions contemplated by this Agreement has been made independently.

14.21. Survival. Notwithstanding (i) any Transfer of any Company Claims/Interests in accordance with this Agreement or (ii) the termination of this Agreement in accordance with its terms, the agreements and obligations of the Parties in this Section 14 and the Confidentiality Agreements shall survive such Transfer and/or termination and shall continue in full force and effect for the benefit of the Parties in accordance with the terms hereof and thereof.

14.22. Email Consents. Where a written consent, acceptance, approval, amendment, or waiver is required pursuant to or contemplated by this Agreement, pursuant to Section 3.01, Section 13, or otherwise, including a written approval by the Company Parties or the Required Consenting Stakeholders, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing (email being sufficient) between each such counsel without representations or warranties of any kind on behalf of such counsel.

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

NINE ENERGY SERVICE, INC.
By:	/s/ Guy Sirkes
Name:	Guy Sirkes
Title:	Executive Vice President and Chief Financial Officer

[Company Signature Page to the RestructuringSupport Agreement]

Consenting Stakeholders Signature Page to

the Restructuring Support Agreement

[Consenting Stakeholders Signature Pagesare on file with the Company]

EXHIBIT A

Company Parties

Nine Energy Canada Inc.

CDK Perforating, LLC

Crest Pumping Technologies, LLC

Nine Downhole Technologies, LLC

Nine Energy Service, LLC

RedZone Coil Tubing, LLC

MOTI Holdco, LLC

Magnum Oil Tools GP, LLC

Magnum Oil Tools International, LTD

EXHIBIT B

Restructuring Term Sheet

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

NINEENERGY SERVICE, INC., ET AL

RESTRUCTURINGTERM SHEET

INTRODUCTION

This term sheet (together with all annexes, schedules, and exhibits attached hereto, this “Restructuring Term Sheet”) summarizes the material terms and conditions of certain restructuring transactions (the “Restructuring Transactions”)^1^ that will restructure the existing indebtedness of, and interests in, the Company Parties, as supported by the Consenting Stakeholders and the Company Parties, subject to the terms and conditions set forth in the RSA. The Restructuring Transactions will be consummated through a joint prepackaged chapter 11 plan of reorganization filed by the Debtors in the Chapter 11 Cases (the “Plan”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Restructuring Transactions will be governed by the RSA, including this Restructuring Term Sheet. This Restructuring Term Sheet is proffered in the nature of a settlement proposal in furtherance of settlement discussions. Accordingly, this Restructuring Term Sheet and the information contained herein are entitled to the protections of Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions.

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

^1^	Capitalized terms used but not defined in this Restructuring<br>Term Sheet have the meanings given to such terms in that certain restructuring support agreement, dated as of February 1, 2026, by and<br>among the Company Parties and the Consenting Stakeholders (together with the exhibits and schedules attached to such agreement, including<br>this Restructuring Term Sheet, the DIP Term Sheet, and the Exit ABL Facility Term Sheet, each as may be amended, restated, amended and<br>restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “RSA,”<br>to which this Restructuring Term Sheet is attached as Exhibit B).
GENERALPROVISIONS
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Implementation	The Restructuring Transactions will be consummated<br> through voluntary prepackaged cases under chapter 11 of the Bankruptcy Code in the Bankruptcy Court on the terms and subject to the conditions<br> set forth in the RSA and this Restructuring Term Sheet, including any exhibits attached thereto and hereto.<br><br> <br><br><br> <br>The Plan shall provide for, among other things,<br> the treatment of Claims and Interests, including through the issuance of new common stock (the “New Equity Interests”)<br> of Nine Energy Service, Inc. (“Nine Energy”) or any successor or assign thereto, by merger, consolidation, or<br> otherwise, on and after the Plan Effective Date (such issuer, “Reorganized Nine Energy,” and together with the<br> other Debtors as reorganized pursuant to the Restructuring Transactions, the “Reorganized Debtors”) and<br> entry into the Exit ABL Facility, as provided for herein, by the Reorganized Debtors on the Plan Effective Date, in each case, on terms<br> and conditions consistent in all respects with the RSA, including this Restructuring Term Sheet.<br><br> <br><br><br> <br>Except as expressly provided in the Plan (including<br> the conditions precedent to effectiveness set forth therein), the RSA, or the other Definitive Documents, any action required to be taken<br> by the Debtors or the Reorganized Debtors on the Plan Effective Date pursuant to this Restructuring Term Sheet may be taken by the Debtors<br> or the Reorganized Debtors, as applicable, on the Plan Effective Date or as soon as is reasonably practicable thereafter.
ExistingCapital Structure	Prepetition ABL Facility. Pursuant<br>to that certain loan and security agreement dated as of May 1, 2025, by and among Nine Energy and certain of its subsidiaries,<br>as borrower, Nine Energy Service, LLC, Moti Holdco, LLC, Magnum Oil Tools GP, LLC, and Magnum Oil Tools International, LTD, as guarantors,<br>White Oak ABL 3, LLC and White Oak Europe ABL Limited, as lenders (the “Prepetition ABL Lenders”), and<br>White Oak Commercial Finance, LLC, as agent (the “Prepetition ABL Agent”) (as may be further amended,<br>restated, supplemented, or otherwise modified from time to time, the “Prepetition ABL Credit Agreement”),<br>the Prepetition ABL Lenders have provided certain Company Parties with an asset-backed senior revolving credit facility in the approximate<br>principal amount of $125 million (the “Prepetition ABL Facility”). As of the date hereof, the principal<br>amount outstanding under the Prepetition ABL Facility is approximately $66.9 million (plus approximately $1.7 million under the<br>Wells Fargo Letter of Credit (as defined below)).<br><br><br><br><br><br> <br>Senior Secured Notes. Pursuant to<br> that certain indenture, dated as of January 30, 2023, by and among Nine Energy, as issuer, certain of the subsidiaries of Nine<br> Energy, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Senior Secured Notes Trustee,”<br> and such indenture, as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Senior Secured Notes Indenture”), Nine Energy issued senior secured notes in the principal amount of $300 million (the “Senior Secured Notes” and the Holders thereof, the “Senior Secured Noteholders”). As of the date<br> hereof, an aggregate amount of approximately $319.5 million is outstanding under the Senior Secured Notes, including any accrued<br> interest, fees, and all other amounts due.

GENERAL PROVISIONS
	Letters of Credit. Pursuant to:<br> (a) that certain irrevocable standby letter of credit, dated as of September 15, 2025, by and among Nine Energy, as applicant, NCS<br> Multistage Inc and NCS Multistage LLC, as beneficiaries, and Wells Fargo Bank, N.A., as issuer (as may be further amended, restated, supplemented,<br> or otherwise modified from time to time, the “Wells Fargo Letter of Credit”); (b) that certain irrevocable<br> standby letter of credit dated as of June 27, 2022 by and among Nine Energy, as account party, Trisura Insurance Company, as beneficiary,<br> and JPMorgan Chase Bank, N.A., as issuer (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Trisura Letter of Credit”); and (c) that certain irrevocable standby letter of credit, dated as of June 19, 2020,<br> by and between Nine Energy, as account party, Wex Bank, as beneficiary, and JPMorgan Chase Bank, N.A., as issuer (as may be amended, restated,<br> supplemented, or otherwise modified from time to time, the “Wex Letter of Credit,” and together with the Wells<br> Fargo Letter of Credit and the Trisura Letter of Credit, the “Letters of Credit”), Nine Energy is the applicant<br> on three letters of credit totaling approximately $2.7 million.<br><br> <br><br><br> <br>Nine Energy Equity Interests.<br>As of the date hereof, Nine Energy has approximately 43,326,339 outstanding shares of voting common stock, historically listed on the<br>New York Stock Exchange under the ticker “NINE.”
Cash Collateral & DIP Facility	The Chapter 11 Cases shall be funded by the consensual<br> use of cash collateral and the proceeds of the DIP Facility, each on the terms set forth in the DIP Documents; provided, that adequate<br> protection provided to the Senior Secured Noteholders shall include (i) replacement liens, (ii) administrative expense claims pursuant<br> to Bankruptcy Code section 507(b), (iii) prompt payment of all reasonable and documented fees and out-of-pocket expenses of the Ad Hoc<br> Group Advisors, and (iv) all reporting to be provided to the Prepetition ABL Lenders (including in their capacity as lenders under<br> the DIP Facility) as set forth in the DIP Documents.<br><br> <br><br><br> <br>On the Petition Date, the Prepetition ABL<br>Lenders shall provide a senior secured super priority asset-based debtor-in-possession financing facility in an aggregate principal amount<br>of $125 million (the “DIP Facility”) on the terms set forth in the DIP Documents. The DIP Facility shall<br>be used for (i) working capital and corporate purposes of the Debtors, (ii) bankruptcy-related costs and expenses in respect<br>of the Chapter 11 Cases, (iii) costs and expenses related to the DIP Facility, and (iv) refinancing all obligations under the<br>Prepetition ABL Facility. The terms of the DIP Facility shall be consistent with the DIP Term Sheet attached to the RSA as Exhibit<br>C.
Exit ABL Facility	On the Plan Effective Date, the DIP Facility shall convert into the Exit ABL Facility with an aggregate principal commitment of $135 million. The Exit ABL Facility shall be secured by a first lien security interest on all assets of the Reorganized Debtors. The terms of the Exit ABL Facility shall be consistent with the Exit ABL Facility Term Sheet attached to the RSA as Exhibit D.

GENERAL PROVISIONS
Definitive Documents	All<br> Definitive Documents shall be subject to the rights and obligations set forth in Section 3 of the RSA. Failure to reference<br> such rights and obligations as it relates to any document referenced in this Restructuring<br> Term Sheet shall not impair such rights and obligations.
CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN
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Class No.	Claim Type	Treatment	Impairment / Voting
Unclassified Non-Voting Claims
N/A	DIP Claims	Except to the extent that a Holder of an Allowed DIP Claim agrees to less favorable treatment, on the Plan Effective Date, each Holder of an Allowed DIP Claim shall receive, in full and final satisfaction of such Allowed DIP Claim, its pro rata share of the Exit ABL Facility Loans.	N/A
N/A	AdministrativeClaims^2^	Except to the extent that a Holder of an Administrative Claim agrees to less favorable treatment, on the Plan Effective Date, each Holder of an Allowed Administrative Claim shall receive cash equal to the full amount of its Claim or such other treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code and (except for Professional Fee Claims) reasonably acceptable to the Required Consenting Stakeholders and the Company Parties.	N/A
N/A	Priority TaxClaims^3^	Except to the extent that a Holder of a Priority Tax Claim agrees to less favorable treatment, on the Plan Effective Date, each Holder of an Allowed Priority Tax Claim shall receive treatment in a manner consistent with section 1129(a)(9)(C) of the Bankruptcy Code and reasonably acceptable to the Required Consenting Stakeholders and the Company Parties.	N/A
^2^	“AdministrativeClaim” means a Claim for the costs and expenses of administration of the Estates under sections 503(b), 507(a)(2), 507(b),<br>or 1114(e)(2) of the Bankruptcy Code.
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^3^	“Priority Tax Claim” means any<br>Claim of a Governmental Unit (as defined in section 101(27) of the Bankruptcy Code) of the kind specified in section 507(a)(8) of<br>the Bankruptcy Code.
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Classified Claims and Interests
Class 1	Other SecuredClaims^4^	Except to the extent that a Holder of an Allowed<br> Other Secured Claim agrees to less favorable treatment, on the Plan Effective Date, each Holder of an Allowed Other Secured Claim shall<br> receive, as determined by the Company Parties with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required<br> Consenting Stakeholders:<br><br> <br><br><br> <br>(a) payment<br> in full in cash in an amount equal to its Allowed Other Secured Claim;<br><br> <br><br><br> <br>(b) the<br> collateral securing its Allowed Other Secured Claim;<br><br> <br><br><br> <br>(c)<br> Reinstatement of its Allowed Other Secured Claim; or<br><br> <br><br><br> <br>(d)<br> such other treatment rendering its Allowed Other Secured Claim unimpaired in accordance with section 1124 of the Bankruptcy<br> Code.	Unimpaired / <br><br>Presumed to <br><br>Accept
Class 2	Other PriorityClaims^5^	Except to the extent that a Holder of an Allowed Other Priority Claim agrees to less favorable treatment, on the Plan Effective Date, each Holder of an Allowed Other Priority Claim shall receive treatment in a manner consistent with section 1129(a) of the Bankruptcy Code and reasonably acceptable to the Required Consenting Stakeholders and the Company Parties.	Unimpaired / <br><br>Presumed to <br><br>Accept
Class 3	Prepetition ABLClaims^6^	Except to the extent that a Holder of an Allowed Prepetition ABL Claim agrees to less favorable treatment, on the Plan Effective Date, each Holder of an Allowed Prepetition ABL Claim shall be paid in full in cash to the extent not converted into DIP Claims in accordance with the DIP Orders.	Unimpaired / <br><br>Presumed to <br><br>Accept
Class 4	Senior Secured Notes Claims	Except to the extent that a Holder of a Senior Secured Notes Claim agrees to less favorable treatment, on the Plan Effective Date, each Holder of Senior Secured Notes Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed Senior Secured Notes Claim, its pro rata share of 100% of the New Equity Interests, which shall be distributed ratably on account of the Allowed Senior Secured Notes Claims, subject to dilution by the Management Incentive Plan.	Impaired / <br><br>Entitled to <br><br>Vote
^4^	“Other SecuredClaim” means any Secured Claim that is not a DIP Claim or a Senior Secured Notes Claim.
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^5^	“Other PriorityClaim” means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment<br>under section 507(a) of the Bankruptcy Code.
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^6^	“Prepetition ABL Claim” mean any<br>Claim on account of indebtedness under the Prepetition ABL Facility.
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Class 5	GeneralUnsecuredClaims^7^	Except to the extent that a Holder of an Allowed<br> General Unsecured Claim agrees to a less favorable treatment, on the Plan Effective Date, each Holder of an Allowed General Unsecured<br> Claim shall, as determined by the Company Parties with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required<br> Consenting Stakeholders:<br><br> <br><br><br> <br>(a) be<br> Reinstated; or<br><br> <br><br><br> <br>(b) receive<br> such other treatment rendering such General Unsecured Claims unimpaired in accordance with section 1124 of the Bankruptcy Code.	Unimpaired /<br><br>Presumed to<br><br>Accept
Class 6	IntercompanyClaims	On the Plan Effective Date, each Allowed Intercompany<br> Claim shall be, as determined by the Company Parties with the consent (not to be unreasonably withheld, conditioned, or delayed) of the<br> Required Consenting Stakeholders:<br><br> <br><br><br> <br>(a)<br> Reinstated;<br><br> <br><br><br> <br>(b) set<br> off, settled, discharged, contributed, cancelled, converted to equity;<br><br> <br><br><br> <br>(c) released<br> without any distribution on account of such Allowed Intercompany Claim; or<br><br> <br><br><br> <br>(d) otherwise<br> addressed at the option of the Debtors, in each case as set forth in the Restructuring Steps Plan.	Unimpaired /<br><br>Presumed<br>to<br><br>Accept<br><br> <br><br><br> <br>or<br><br> <br><br><br> <br>Impaired / <br><br>Deemed to<br><br>Reject
Class 7	IntercompanyInterests	On the Plan Effective Date, each Allowed Intercompany<br> Interest shall be, as determined by the Company Parties with the consent (not to be unreasonably withheld, conditioned, or delayed) of<br> the Required Consenting Stakeholders:<br><br> <br><br><br> <br>(a)<br> Reinstated;<br><br> <br><br><br> <br>(b) set<br> off, settled, discharged, contributed, cancelled;<br><br> <br><br><br> <br>(c) released<br> without any distribution on account of such Allowed Intercompany Claim; or<br><br> <br><br><br> <br>(d) otherwise<br> addressed at the option of the Debtors, in each case as set forth in the Restructuring Steps Plan.	Unimpaired /<br><br>Presumed to<br><br>Accept<br><br> <br><br><br> <br>or<br><br> <br><br><br> <br>Impaired /<br><br>Deemed to <br><br>Reject
^7^	“General Unsecured Claim” means<br>any Claim that is not: (a) an Other Secured Claim, (b) an Administrative Claim; (c) an Other Priority Claim, (d) a Priority Tax Claim,<br>(e) a DIP Claim, (f) an Intercompany Claim, (g) a Section 510(b) Claim, (h) a Prepetition ABL Claim, (i) a Senior Secured Notes Claim,<br>or (j) otherwise secured by collateral or entitled to priority under the Bankruptcy Code or an order of the Bankruptcy Court.
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Class 8	Nine EnergyEquity Interests	On the Plan Effective Date, the Nine Energy Equity Interests shall be cancelled, released, discharged, extinguished, and of no further force or effect, and such holder shall not receive any distribution, property, or other value under the Plan on account of such Nine Energy Equity Interests.	Impaired / <br><br>Deemed to <br><br>Reject
Class 9	Section 510(b)Claims	On the Plan Effective Date, each Section 510(b) Claim shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and such Holders will not receive any distribution on account of such Section 510(b) Claim.	Impaired / <br><br>Deemed to<br><br> Reject
OTHER KEY TERMS
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RestructuringTransactions	On the Plan Effective Date, the Company Parties or the Reorganized Debtors, as applicable, shall issue all securities, notes, instruments, certificates, and other documents required to effectuate the Restructuring Transactions. The Confirmation Order shall authorize, among other things, all actions as may be necessary or appropriate to effectuate any transaction described in, approved by, contemplated by, or necessary to consummate the Plan and the other Definitive Documents, and, in each case, the Restructuring Transactions.
Cancellation ofNotes, Instruments,Certificates, andOther Documents	On the Plan Effective Date, except to the extent otherwise provided in this Restructuring Term Sheet and subject to customary exceptions which shall be set forth in the Plan, as applicable, all notes, instruments, certificates, and other documents evidencing Company Claims/Interests, including credit agreements and indentures, shall be cancelled, and the Company Parties’ obligations thereunder or in any way related thereto shall be deemed satisfied in full and discharged.
Exemption from SEC Registration	The issuance of the New Equity Interests under the Plan will be exempt from registration under the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) and under similar federal, state, local or foreign laws, including in reliance on the exemption set forth in Section 1145 of the Bankruptcy Code.
SEC ReportingCompany	Following the Chapter 11 Cases, Reorganized Nine Energy shall remain a public company (i.e., subject to SEC reporting requirements of Section 12(b) or 12(g) of the Securities Exchange Act of 1934), and on the Plan Effective Date (or as soon as reasonably practicable thereafter), Reorganized Nine Energy’s New Equity Interests shall be publicly traded on the NYSE Main Board or NYSE American Exchange of the New York Stock Exchange LLC, or on the Nasdaq Global Select Market, Nasdaq Global Market, or Nasdaq Capital Market of the Nasdaq Stock Market LLC (or any successors to any of the foregoing) with the consent of the Required Consenting Noteholders.

Registration Rights Agreement	The Plan and Confirmation Order shall provide that if requested by the Required Consenting Noteholders, the Company shall enter into a registration rights agreement covering all New Equity Interests issued pursuant to the Plan with terms and conditions acceptable to the Required Consenting Noteholders.
Employment Obligations	The Consenting Stakeholders shall consent to the<br> continuation of the Company Parties’ wages, compensation, and benefits programs in the ordinary course of business, including effective<br> compensation programs; provided, that any motions in the Bankruptcy Court for approval thereof shall be subject to the applicable<br> consent rights of the Parties under the RSA. The Plan shall provide for the (a) assumption of all employment agreements, indemnification<br> agreements, or other employment-related agreements entered into with current and former employees who are employees as of the Petition<br> Date or (b) entrance into new agreements with such employees on terms and conditions acceptable to the Reorganized Debtors and such<br> employee.<br><br> <br><br><br> <br>Notwithstanding the foregoing, pursuant to<br>the Plan, any equity-based awards or other Interest (or the right to obtain or receive any equity-based award or other Interest) provided<br>for in any employment agreements or other plans, programs, or arrangements and granted or contractually promised to a current or former<br>employee, officer, director or contractor under an employment agreement or otherwise, shall not be honored and will be deemed cancelled<br>in consideration of approval of the Plan as of the Plan Effective Date, unless otherwise agreed by the Company Parties and the Required<br>Consenting Noteholders; provided, however, that the foregoing shall in no way impact the assumption of all employment agreements,<br>indemnification agreements, or employment-related agreements.
Survival of Indemnification Provisions and D&O Insurance	In accordance with applicable Law, all indemnification<br> provisions currently in place (whether in the bylaws, certificates of incorporation or formation, limited liability company agreements,<br> limited partnership agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or<br> otherwise) for the benefit of current and former directors, officers, managers, employees, attorneys, accountants, investment bankers,<br> and other professionals of, or acting on behalf of, the Company Parties, as applicable, shall be (a) reinstated and remain intact,<br> irrevocable, and shall survive the Plan Effective Date on terms no less favorable to such current and former directors, officers, managers,<br> employees, attorneys, accountants, investment bankers, and other professionals of, or acting on behalf of, the Company Parties than the<br> indemnification provisions in place prior to the Plan Effective Date, and (b) assumed by the Reorganized Debtors.<br><br> <br><br><br> <br>After the Plan Effective Date, the Reorganized<br>Debtors, as applicable, will not terminate or otherwise reduce the coverage under any directors’ and officers’ insurance<br>policies (including any “tail policy”) in effect or purchased as of the Petition Date, and all members, managers, directors,<br>and officers of the Company Parties who served in such capacity at any time prior to the Plan Effective Date or any other individuals<br>covered by such insurance policies, will be entitled to the full benefits of any such policy for the full term of such policy regardless<br>of whether such members, managers, directors, officers, or other individuals remain in such positions on or after the Plan Effective<br>Date.

Registration Rights Agreement

The Plan and Confirmation Order shall provide that if requested by the Required Consenting Noteholders, the Company shall enter into a registration rights agreement covering all New Equity Interests issued pursuant to the Plan with terms and conditions acceptable to the Required Consenting Noteholders.

Employment Obligations

The Consenting Stakeholders shall consent to the continuation of the Company Parties’ wages, compensation, and benefits programs in the ordinary course of business, including effective compensation programs; provided, that any motions in the Bankruptcy Court for approval thereof shall be subject to the applicable consent rights of the Parties under the RSA. The Plan shall provide for the (a) assumption of all employment agreements, indemnification agreements, or other employment-related agreements entered into with current and former employees who are employees as of the Petition Date or (b) entrance into new agreements with such employees on terms and conditions acceptable to the Reorganized Debtors and such employee. Notwithstanding the foregoing, pursuant to the Plan, any equity-based awards or other Interest (or the right to obtain or receive any equity-based award or other Interest) provided for in any employment agreements or other plans, programs, or arrangements and granted or contractually promised to a current or former employee, officer, director or contractor under an employment agreement or otherwise, shall not be honored and will be deemed cancelled in consideration of approval of the Plan as of the Plan Effective Date, unless otherwise agreed by the Company Parties and the Required Consenting Noteholders; provided, however, that the foregoing shall in no way impact the assumption of all employment agreements, indemnification agreements, or employment-related agreements.

Survival of Indemnification Provisions and D&O Insurance

In accordance with applicable Law, all indemnification provisions currently in place (whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, limited partnership agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for the benefit of current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of, or acting on behalf of, the Company Parties, as applicable, shall be (a) reinstated and remain intact, irrevocable, and shall survive the Plan Effective Date on terms no less favorable to such current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of, or acting on behalf of, the Company Parties than the indemnification provisions in place prior to the Plan Effective Date, and (b) assumed by the Reorganized Debtors. After the Plan Effective Date, the Reorganized Debtors, as applicable, will not terminate or otherwise reduce the coverage under any directors’ and officers’ insurance policies (including any “tail policy”) in effect or purchased as of the Petition Date, and all members, managers, directors, and officers of the Company Parties who served in such capacity at any time prior to the Plan Effective Date or any other individuals covered by such insurance policies, will be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such members, managers, directors, officers, or other individuals remain in such positions on or after the Plan Effective Date.

Corporate Governance	The new corporate governance documents and any other documentation evidencing the corporate governance for any Reorganized Debtor and any direct or indirect subsidiary thereof (such documents, collectively, the “New Organizational Documents”), including charters, bylaws, limited liability company agreements, shareholder agreements, and/or other organization documents of such entities, will be consistent with the RSA. The go-forward corporate governance terms, New Organizational Documents, and identity of the new board of directors, board of managers, or other governing body (the “New Board”) will be disclosed in the Plan Supplement; provided, that the composition and identity of the New Board will be determined by the Required Consenting Noteholders in their sole discretion, notwithstanding anything to the contrary in the RSA.
Management Incentive Plan	The Reorganized Debtors shall reserve a pool of up to 10.00% of fully-diluted New Equity Interests for a management incentive plan (the “Management Incentive Plan”). The awardees, terms, and conditions thereof shall be determined by the New Board.
Executory Contracts and Unexpired Leases	The Plan shall provide that all executory contracts and unexpired leases shall be assumed on the Plan Effective Date.
Retained Causes of Action	The Reorganized Debtors shall retain all rights to commence and pursue any Causes of Action, other than any Causes of Action released or exculpated by the Debtors pursuant to the release and exculpation provisions set forth in this Restructuring Term Sheet, the RSA, and the Plan.
Retention of Jurisdiction	The Plan and Confirmation Order shall provide that the Bankruptcy Court shall retain jurisdiction for usual and customary matters.
Mutual Releases, Exculpation, Injunction, and Discharge	The Plan and Confirmation Order shall include customary release and exculpation, provisions, substantially consistent with those set forth in Exhibit 1 attached hereto.
Tax Structure	The Restructuring Transactions contemplated by this Restructuring Term Sheet will be structured in a tax-efficient manner as determined in good faith by the Required Consenting Noteholders, subject to the consent of the Company Parties (not to be unreasonably withheld, conditioned, or delayed).
Other Customary Plan Provisions	The Plan will provide for other standard and customary provisions, including in respect of the cancellation of existing Company Claims/Interests, the vesting of assets, instruction to the Agents/Trustees regarding the release of liens, the compromise and settlement of claims, and the resolution of disputed claims.
Conditions Precedent to Plan Effective Date	It<br>shall be a condition to the Plan Effective Date that the following conditions and such other conditions that are reasonably acceptable<br>to the Required Consenting Stakeholders and the Company Parties (the “Conditions Precedent”) shall be<br>in full force and effect, shall not have been terminated, and all conditions shall have been satisfied or waived:<br><br> <br><br><br> <br>(a) Each<br> Definitive Document shall have been executed and/or effectuated, in the form and substance and contain terms and conditions consistent<br> with the RSA or otherwise be approved by the applicable Parties in accordance with the consent rights under the RSA;

(b) the RSA shall be in full force and effect, no termination event or event that would give rise to a termination event under the RSA upon the expiration of the applicable grace period shall have occurred and remain occurring, and the RSA shall not have been validly terminated before the Plan Effective Date; (c) all allowed professional fees and expenses of retained professionals required to be approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Plan Effective Date shall have been placed in a professional fee escrow account, in each case in accordance with and subject to the terms of the Plan and the Confirmation Order; (d) all Restructuring Expenses shall have been paid in full and in cash in accordance with the RSA; (e) the Bankruptcy Court shall have entered the DIP Orders, consistent with the RSA, which orders shall not have been reversed, stayed, modified, dismissed, vacated, or reconsidered; (f) the DIP Facility and all the DIP Documents shall be in full force and effect, no event of default under the DIP Documents upon the expiration of the applicable grace period shall have occurred and remain occurring, and the DIP Facility shall not have been validly terminated before the Plan Effective Date; (g) the final version of the Plan Supplement shall have been filed and all of the schedules, documents, and exhibits contained therein shall be consistent in all respects with the RSA and the other Definitive Documents and subject to the consent of the Required Consenting Stakeholders in accordance with their respective consent rights under the RSA; (h) the Bankruptcy Court shall have entered the Confirmation Order, in form and substance consistent with the RSA, and the Confirmation Order shall not have been reversed, stayed, modified, dismissed, vacated, or reconsidered, and shall have become a final and non-appealable order; (i) the New Equity Interests shall have been issued by Reorganized Nine Energy in accordance with this Restructuring Term Sheet and the RSA; (j) the New Organizational Documents shall have been executed and/or effectuated, and shall be in form and substance consistent with this Restructuring Term Sheet and the RSA; (k) the Debtors shall have otherwise substantially consummated the Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the RSA and the other Definitive Documents; (l) (i) all the Exit ABL Facility Documents and all other documentation related to the Exit ABL Facility shall have been duly executed and delivered by each party thereto; (ii) all conditions precedent to the effectiveness of the Exit ABL Facility shall have been satisfied or duly waived in writing in accordance with the terms of the Exit ABL Facility by the party whose consent is required thereunder, as applicable, and (iii) the Exit ABL Facility shall have been funded and closed, and shall be in full force and effect;

	(m) no court<br> of competent jurisdiction or other competent governmental or regulatory authority shall have issued any order making illegal or otherwise<br> restricting, limiting, preventing, or prohibiting the consummation of any of the Restructuring Transactions;<br><br> <br><br><br> <br>(n) there<br> shall not have been instituted or be pending any action, proceeding, application, claim, counterclaim, or investigation by any governmental<br> entity (i) making illegal, enjoining, or otherwise prohibiting the consummation of the Plan contemplated herein and in the Definitive<br> Documents or (ii) imposing a material award, claim, injunction, fine or penalty that both (1) is not dischargeable, as determined by the<br> Bankruptcy Court in the Confirmation Order, and (2) has a material adverse effect on the financial condition or operations of the Reorganized<br> Debtors, taken as whole;<br><br> <br><br><br> <br>(o) all<br> governmental and third-party approvals and consents, including Bankruptcy Court approval, necessary in connection with the Restructuring<br> Transactions contemplated by the RSA shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect,<br> and all applicable waiting periods shall have expired or been waived; and<br><br> <br><br><br> <br>(p) all closing<br>conditions and other conditions precedent in the Plan shall have been satisfied or waived in accordance with the terms thereof.
Waiver of Conditions Precedent	The Conditions Precedent may be waived, in whole or in part, with the written consent (email from counsel being sufficient) of the Company Parties and the Required Consenting Stakeholders.
Amendments	This Restructuring Term Sheet may be amended only as permitted in the RSA.

(m) no court of competent jurisdiction or other competent governmental or regulatory authority shall have issued any order making illegal or otherwise restricting, limiting, preventing, or prohibiting the consummation of any of the Restructuring Transactions; (n) there shall not have been instituted or be pending any action, proceeding, application, claim, counterclaim, or investigation by any governmental entity (i) making illegal, enjoining, or otherwise prohibiting the consummation of the Plan contemplated herein and in the Definitive Documents or (ii) imposing a material award, claim, injunction, fine or penalty that both (1) is not dischargeable, as determined by the Bankruptcy Court in the Confirmation Order, and (2) has a material adverse effect on the financial condition or operations of the Reorganized Debtors, taken as whole; (o) all governmental and third-party approvals and consents, including Bankruptcy Court approval, necessary in connection with the Restructuring Transactions contemplated by the RSA shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired or been waived; and (p) all closing conditions and other conditions precedent in the Plan shall have been satisfied or waived in accordance with the terms thereof.

Waiver of Conditions Precedent

The Conditions Precedent may be waived, in whole or in part, with the written consent (email from counsel being sufficient) of the Company Parties and the Required Consenting Stakeholders.

Amendments

This Restructuring Term Sheet may be amended only as permitted in the RSA.

Exhibit 1

Debtor Release and Third-Party Release

Debtor Release and Third-Party Release

Definitions^1^

“Exculpated Parties” means, collectively, and in each case in its capacity as such: (a) each of the Debtors; and (b) the independent directors or managers of any Debtor.

“Final Order” means an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, stayed, modified, or amended, 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 timely 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, re-argument, leave to appeal, or rehearing was denied, resulted in no modification of such order, or was otherwise dismissed with prejudice; provided that the possibility that a motion under rule 59 or 60 of the Federal Rules of Civil Procedure or any analogous rule under the Bankruptcy Rules, the Local Bankruptcy Rules, or applicable non-bankruptcy Law may be filed relating to such order or judgment shall not cause such order or judgment to not be a Final Order.

“Related Party” means, collectively, with respect to any Person or Entity, each of, and in each case in its capacity as such, such Person’s or Entity’s current and former directors (including outside directors), managers, officers, investment committee members, members of any Governing Body, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, managed accounts or funds, predecessors, participants, successors, assigns (whether by operation of Law or otherwise), subsidiaries, current and former Affiliates, partners, limited partners, general partners, principals, members, management companies, fund advisors or managers, fiduciaries, trustees, employees, agents, trustees, advisory board members, financial advisors, attorneys (including any other attorneys or professionals retained by any current or former director or manager in his or her capacity as director or manager of an Entity), accountants, investment bankers, consultants, representatives, restructuring advisors, and other professionals and advisors, and any such Person’s or Entity’s respective heirs, executors, estates, and nominees.

“Released Parties” means, collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Lenders; (d) the Agents (including the DIP Agent); (e) the Senior Secured Notes Trustee; (f) the members of the Ad Hoc Group; (g) the Consenting Stakeholders; (h) Holders of Prepetition ABL Claims; (i) the Exit ABL Facility Lenders; (j) Holders of Claims or Interests who vote to accept the Plan or are presumed to accept the Plan and do not affirmatively opt out of the releases set forth herein; (k) Holders of Claims or Interests who abstain from voting on the Plan and who do not affirmatively opt out of the releases set forth herein; (l) Holders of Claims or Interests who vote to reject the Plan or are deemed to reject the Plan but do not affirmatively opt out of the releases set forth herein; (m) each current and former Affiliate of each Entity in clause (a) through the following clause (n); and (n) each Related Party of each Entity in clause (a) through clause (n); provided that, in each case, an Entity shall not be a Released Party if it: (i) affirmatively opts out of the releases in the Plan; or (ii) timely objects to the releases in the Plan and such objection is not resolved before the Combined Hearing.

^1^	Capitalized terms used and not defined herein have the meanings<br>given to them in the RSA or in the Restructuring Term Sheet, as applicable.

“Releasing Parties” means, collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Lenders; (d) the Agents (including the DIP Agent); (e) the Senior Secured Notes Trustee; (f) the members of the Ad Hoc Group; (g) the Consenting Stakeholders; (h) Holders of Prepetition ABL Claims; (i) the Exit ABL Facility Lenders; (j) Holders of Claims or Interests who vote to accept the Plan or are presumed to accept the Plan and do not affirmatively opt out of the releases set forth herein; (k) Holders of Claims or Interests who abstain from voting on the Plan and who do not affirmatively opt out of the releases set forth herein; (l) Holders of Claims or Interests who vote to reject the Plan or are deemed to reject the Plan but do not affirmatively opt out of the releases set forth herein; (m) each current and former Affiliate of each Entity in clause (a) through the following clause (n); and (n) each Related Party of each Entity in clause (a) through clause (n); provided that, in each case, an Entity shall not be a Releasing Party if it: (i) affirmatively opts out of the releases in the Plan; or (ii) timely objects to the releases in the Plan and such objection is not resolved before the Combined Hearing.

Discharge of Claims andTermination of Interests.

Pursuant to section 1141(d) of the Bankruptcy Code and except as otherwise specifically provided in the Plan, the Confirmation Order, or in any contract, instrument, or other agreement or document created or entered into pursuant to the Plan or the Plan Supplement, the distributions, rights, and treatment that are provided herein shall be in complete satisfaction, discharge, and release, effective as of the Plan Effective Date, of Claims (including any Intercompany Claims that the Reorganized Debtors resolve or compromise after the Plan Effective Date), Interests, and Causes of Action of any nature, whether known or unknown, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Plan Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services that employees of the Debtors have performed prior to the Plan Effective Date, and that arise from a termination of employment, any contingent or non-contingent liability on account of representations or warranties issued on or before the Plan Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not (a) a Proof of Claim based upon such debt or right is filed or deemed filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (c) the Holder of such a Claim or Interest has accepted the Plan. Any default or “event of default” by the Debtors with respect to any Claim or Interest that existed immediately prior to or on account of the filing of the Chapter 11 Cases shall be deemed cured and no longer continuing as of the Plan Effective Date. Without prejudice to the distributions, rights, and treatment that are provided by the Plan, the Confirmation Order shall be a judicial determination of the discharge of all Claims (other than any Reinstated Claims) and Interests subject to the occurrence of the Plan Effective Date, and, upon the Plan Effective Date, all Holders of such Claims and Interests shall be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting any such Claim or Interest against the Debtors, Reorganized Debtors, or any of their assets or property.

Releases by the Debtors (the “DebtorRelease”).

Except as otherwise provided in this Plan or the Confirmation Order to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, in exchange for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions and services of the Released Parties in facilitating the implementation of the restructuring contemplated by the Plan, the adequacy of which is hereby confirmed, on and after the Plan Effective Date, each Released Party is, and is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by the Debtors, their Estates, the Reorganized Debtors, and any Person seeking to exercise the rights of the Debtors or their Estates, including any successors to the Debtors or any Estates or any Estate representatives appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other Entities who may purport to assert any Claim or Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action whatsoever, including any Avoidance Actions and any derivative Claims, asserted or assertable on behalf of any of the Debtors, Reorganized Debtors, and their Estates, whether liquidated or unliquidated, known or unknown, foreseen or unforeseen, matured or unmatured, asserted or unasserted, accrued or unaccrued, existing or hereafter arising, contingent or noncontingent, in Law, equity, contract, tort or otherwise, that the Debtors, their Estates, or the Reorganized Debtors, including any successors to the Debtors or any Estate representatives appointed or selected, would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor, the Reorganized Debtors, their Estates, or other Entity, or that any Holder of any Claim against, or Interest in, a Debtor or other Entity could have asserted on behalf of the Debtors or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the Debtors’ capital structure, management, ownership, or operation thereof), the purchase, sale, or recission of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements or interaction between or among any Debtor and any Released Party, the ownership and/or operation of the Debtors by any Released Party or the distribution of any Cash or other property of the Debtors to any Released Party, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions, any related adversary proceedings, intercompany transactions between or among a Debtor and another Debtor or an Affiliate of a Debtor, the decision to file the Chapter 11 Cases, the formulation, documentation, preparation, dissemination, solicitation, negotiation, entry into or filing of the RSA, the DIP Documents, the DIP Facility, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, the Plan (including, for the avoidance of doubt, the Plan Supplement), before or during the Chapter 11 Cases, any other Definitive Document or any Restructuring 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 Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connection with the RSA, the DIP Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, the Plan, any other Definitive Document, or any Restructuring Transactions before or during the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Disclosure Statement or the Plan, the solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation of the Restructuring Transactions, the administration and implementation of the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date relating to any of the foregoing.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (a) any Causes of Action identified in the Schedule of Retained Causes of Action, (b) any post-Plan Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transaction, or any document, instrument, or Agreement (including any Definitive Document, the Exit ABL Facility, the Exit ABL Facility Documents, the New Organizational Documents, and other documents set forth in the Plan Supplement) executed to implement the Plan or any Claim or obligation arising under the Plan, or (c) any Released Party from any claim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence.

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) in exchange for the good and valuable consideration provided by each of the Released Parties, including, without limitation, the Released Parties’ substantial contributions to facilitating the Restructuring Transactions and implementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the Debtor Release.

Releases by the Releasing Parties (the “Third-PartyRelease”).

Except as otherwise provided in this Plan or the Confirmation Order to the contrary, on and after the Plan Effective Date, in exchange for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions and services of the Released Parties in facilitating the implementation of the restructuring contemplated by the Plan, the adequacy of which is hereby confirmed, pursuant to section 1123(b) of the Bankruptcy Code, in each case except for Claims arising under, or preserved by, the Plan, to the fullest extent permitted under applicable law, each Released Party is, and is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by each and every Releasing Party, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other Entities who may purport to assert any Claims or Cause of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action arising at any time prior to the Plan Effective Date, including any Avoidance Actions and any derivative claims assert, whether liquidated or unliquidated, known or unknown, foreseen or unforeseen, matured or unmatured, existing on or before the Plan Effective Date, contingent or noncontingent, in law, equity, contract, tort, or otherwise, including any derivative Claims asserted or assertable on behalf of any of the Debtors, that such Entities would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor, the Reorganized Debtors, or their Estates or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, and their Estates (including the capital structure, management, ownership, or operation thereof), the Chapter 11 Cases, the purchase, sale, or recission of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements or interaction between or among any Debtor and any Released Party, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions between or among a Debtor and another Debtor or Affiliate of a Debtor, the decision to file the Chapter 11 Cases, the formulation, documentation, preparation, dissemination, solicitation, negotiation, entry into, or filing of the RSA, the DIP Facility, the DIP Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, the Plan (including, for the avoidance of doubt, the Plan Supplement), before or during the Chapter 11 Cases, any other Definitive Document or any Restructuring 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 Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) relating to any of the foregoing, created or entered into in connection with the RSA, the DIP Facility, the DIP Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases, or any Restructuring Transactions, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable Law, the filing of the Chapter 11 Cases, the Disclosure Statement, or the Plan, the solicitation of votes with respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation of the Restructuring Transactions, the administration and implementation of the Plan and the Restructuring Transactions, including the issuance or distribution of securities pursuant to the Restructuring Transactions and/or Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date relating to any of the foregoing.

Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (a) any post-Plan Effective Date obligations of any party or Entity under the Plan, the Confirmation Order, any Restructuring Transaction, or any document, instrument, or agreement (including any Definitive Document, the Exit ABL Facility Documents, the New Organizational Documents, and other documents set forth in the Plan Supplement) executed to implement the Plan or any Claim or obligation arising under the Plan, or (b) any Released Party from any claim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence.

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) consensual; (b) essential to the Confirmation of the Plan; (c) given in exchange for the good and valuable consideration provided by each of the Released Parties, including, without limitation, the Released Parties’ substantial contributions to facilitating the Restructuring Transactions and implementing the Plan; (d) a good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to the Third-Party Release.

Exculpation.

Notwithstanding anything contained in this Plan to the contrary, to the fullest extent permissible under applicable law and without affecting or limiting either the Debtor Release or Third-Party Release, effective as of the Plan Effective Date, no Exculpated Party shall have or incur liability or obligation for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any Claim arising from the Petition Date through the Plan Effective Date related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or termination of the RSA and related prepetition transactions, the DIP Facility, the DIP Documents, the Definitive Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, the Plan, the Plan Supplement, the Restructuring Transactions, the DIP Facility, the DIP Documents, or any wind down 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 Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) in connection with the RSA and related prepetition transactions, the DIP Facility, the DIP Documents, the Definitive Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, the Plan, the Plan Supplement, the Restructuring Transactions, any preference, fraudulent transfer, or other avoidance Claim arising pursuant to chapter 5 of the Bankruptcy Code or other applicable law, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation of the Restructuring Transactions, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date, except for Claims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.

Injunction.

Except as otherwise expressly provided in the Plan or in the Confirmation Order, or for obligations or distributions issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities who have held, hold, or may hold Claims, Interests, or Causes of Action that have been extinguished, released, discharged, or are subject to exculpation, are permanently enjoined, from and after the Plan Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (a) commencing or continuing in any manner any action, suit, or other proceeding of any kind on account of or in connection with or with respect to any such released Claims, Interests, or Causes of Action; (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, Interests, liabilities, or Causes of Action; (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, Interests, liabilities, or Causes of Action; (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property or the Estates of such Entities on account of or in connection with or with respect to any such Claims or Interests unless such Holder has timely filed a motion with the Bankruptcy Court expressly requesting the right to perform such setoff, subrogation or recoupment on or before the Plan Effective Date, and notwithstanding an indication of a Claim, Interest, or Cause of Action or otherwise that such Holder 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, Interests, liabilities, or Causes of Action released or settled pursuant to the Plan.

Upon entry of the Confirmation Order, all Holders of Claims and Interests and their respective current and former employees, agents, officers, directors, managers, principals, and direct and indirect Affiliates, in their capacities as such, shall be enjoined from taking any actions to interfere with the implementation or Consummation of the Plan. Each Holder of an Allowed Claim or Allowed Interest, as applicable, by accepting, or being eligible to accept, distributions under or Reinstatement of such Claim or Interest, as applicable, pursuant to the Plan, shall be deemed to have consented to the injunction provisions set forth in the Plan.

No Person or Entity may commence or pursue a Claim or Cause of Action of any kind against the Debtors, the Reorganized Debtors, 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 Claim or Cause of Action subject to the release and exculpation provisions set forth in the Plan, without the Bankruptcy Court (a) first determining, after notice and a hearing, that such Claim or Cause of Action represents a colorable Claim not released or subject to exculpation under the Plan, and (b) specifically authorizing such Person or Entity to bring such Claim or Cause of Action, as applicable, against any such Debtor, Reorganized Debtor, Exculpated Party, or Released Party. The Bankruptcy Court will have sole and exclusive jurisdiction to adjudicate the underlying colorable Claim or Causes of Action.

Exhibit****C

DIP Term Sheet

DIP ABL FINANCING TERMS

The following summary of principal terms and conditions (together with all annexes, exhibits, and schedules attached hereto, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “DIP Term Sheet”) outlines the indicative economic and other terms of the proposed DIP Facility (as defined below). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in that certain Loan and Security Agreement, dated as of May 1, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Prepetition ABL Credit Agreement”). While this DIP Term Sheet is to be used as a basis for continued discussions, it is not intended to create an agreement to negotiate, it is not a commitment to provide financing, nor is it an agreement to deliver such a commitment. We appreciate the opportunity to present this DIP Term Sheet, and we look forward to our continued discussions.

Borrowers:	Nine Energy Service, Inc. (the “Company”), Nine Energy Canada Inc., CDK Perforating, LLC, Crest Pumping Technologies, LLC, RedZone Coil Tubing, LLC, and Nine Downhole Technologies, LLC (collectively, the “Borrowers”).
Guarantors:	All subsidiaries of the Company (other than (a) the Borrowers, (b) Nine Downhole Norway AS, and (c) Frac Technology AS), consistent with the DIP Documentation Principles (as defined below) (collectively, the “Guarantors”, and together with the Borrowers, the “DIP Loan Parties”).
Agent:	White Oak Commercial Finance, LLC, will act as sole and exclusive administrative agent (in such capacity, the “DIP Agent”) for the lenders under the DIP Facility (as defined below) (the “DIP Lenders”), and will perform the duties customarily associated with such role.
DIP ABL Facility:	A senior secured super-priority asset-based debtor-in-possession<br> credit facility consisting of $125 million in revolving credit commitments (the “DIP Facility,” the commitments<br> thereunder, the “Revolving DIP Commitments” and the loans thereunder, the “Revolving DIP Loans”),<br> including a full roll up of all Obligations under and as defined in the Prepetition ABL Credit Agreement (the “Prepetition ABL Obligations”), subject to the terms and conditions herein and in the DIP Orders and the DIP Documents. The proceeds<br> of the DIP Facility shall be used to, among other things, (a) provide working capital for the Company and its debtor affiliates (collectively,<br> the “Debtors”) during their Chapter 11 cases subject, in each case, to the terms and conditions of the DIP Orders<br> and the DIP Documents, including the then applicable Approved DIP Budget (as defined below), and (b) subject to and effective upon<br> entry of the Interim DIP Order, for the deemed refinancing in full on the Closing Date (as defined below) of the Prepetition ABL Obligations<br> (and deeming all outstanding letters of credit issued under the Prepetition ABL Credit Agreement as being issued under the DIP Facility<br> in a manner satisfactory to the DIP Agent and the LC issuer) pursuant to the terms of the Interim DIP Order (such terms, together with<br> the Prepetition ABL Credit Agreement and the other Loan Documents (each, as expressly modified in the Interim DIP Order), and together<br> with any other documents evidencing the ABL Refinancing (as defined herein), to the extent provided herein, such documents, the “Prepetition ABL Refinancing Documents”), and upon the consummation of the ABL Refinancing in accordance with the terms and conditions<br> set forth in the Prepetition ABL Refinancing Documents (the “ABL Refinancing Effective Date”), any and all Prepetition<br> ABL Obligations shall be converted to DIP Obligations on the terms and conditions set forth in the DIP Orders, the Prepetition ABL Refinancing<br> Documents, and the DIP Documents (the “ABL Refinancing,” and the date of consummation of the ABL Refinancing,<br> the “ABL Refinancing Effective Date”). A portion of the DIP Facility not in excess of $5.0 million will<br> be available for the issuance of standby letters of credit.<br><br> <br><br><br> <br>Amounts repaid under the DIP Facility may be reborrowed,<br> subject to the then-applicable DIP Borrowing Base.
Accordion:	None.
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Maturity Date:	The date that is one hundred twenty (120) days after the Closing Date (as defined below) (“Maturity Date”).
Closing Date:	The date of the entry of the Interim DIP Order (or as soon as reasonably practicable thereafter) and satisfaction of the conditions precedent to initial borrowing set forth in the DIP Documents (the “Closing Date”).
Borrowing Base:	The borrowing base (the “DIP Borrowing Base”), including the eligibility criteria thereof, will be defined in a manner consistent with the definition of “Borrowing<br> Base” set forth in the Prepetition ABL Credit Agreement and consistent with the DIP Documentation Principles; provided, that,<br> the “SOFA” set forth in clause (e) of the definition of thereof will be increased, up to an amount not to exceed<br> the lesser of (A) $10 million and (B) an amount equal to 10% of the DIP Borrowing Base (calculated without giving effect to this component<br> of the DIP Borrowing Base).<br><br> <br><br><br> <br>Except for the carve out attached hereto as Annex III (the “CarveOut”) and the reserve thereunder, consistent with terms set forth in the DIP Documentation Principles, the DIP Agent will<br>have the right to establish and modify reserves against the DIP Borrowing Base and the Revolving Commitments in its Permitted Discretion<br>(such term to be defined consistent with the DIP Documentation Principles), and the DIP Agent shall also be permitted to establish reserves<br>against the DIP Borrowing Base and the Revolving Commitments in its Permitted Discretion to cover any portion of the Carve Out that has<br>not yet been funded or is otherwise not held in the “Funded Reserve Account” but is otherwise required to be funded in accordance<br>with, and as defined in, Annex III hereto; provided, however, that for the avoidance of doubt, the DIP Agent shall<br>not be permitted to establish reserves against the DIP Borrowing Base and the Revolving Commitments for amounts included in the Approved<br>DIP Budget during the time when such amounts are not otherwise required to be funded in accordance with the terms of the Annex III.
Interest Rates and Fees:	As set forth on Annex I attached hereto.
Default Rate:	2.0% per annum over the rate of interest otherwise applicable.
Documentation Principles:	The definitive documentation with respect to the<br> DIP Facility (the “DIP Documents”) will contain mandatory prepayments, representations, warranties, conditions<br> to borrowing, affirmative, negative and financial covenants and events of default set forth or referred to below in this DIP Term Sheet,<br> in each case applicable to the Borrowers and their subsidiaries with materiality thresholds, qualifications, exceptions, “baskets”<br> and grace and cure periods to be mutually agreed and will be based on the Prepetition ABL Credit Agreement with changes and modifications<br> to be mutually agreed (u) to account for operational requirements of the DIP Agent, (v) that reflect the terms of this DIP Term<br> Sheet, (w) to reflect changes in law or accounting standards and requirements of local law or to cure mistakes or defects, (x) as<br> are reasonably necessary to take into account events leading up to, resulting from and in connection with the Chapter 11 Cases and the<br> filing thereof, (y) not otherwise described in this paragraph which are customary for senior secured super-priority debtor-in-possession<br> financings, and (z) to establish limits around the DIP Loan Parties’ covenants as appropriate in debtor-in-possession financings,<br> including but not limited to those changes outlined under “Affirmative Covenants” and “Negative Covenants” below<br> (collectively, the “DIP Documentation Principles”).<br><br> <br><br><br> <br>All orders in the Chapter 11 Cases (a) approving<br> or authorizing the DIP Facility or (b) approving the use of the Debtors’ cash management system, in each case, shall be in<br> form and substance acceptable to the DIP Agent and all motions related thereto shall be in form and substance reasonably acceptable to<br> the DIP Agent.

Collateral; Priority; Adequate Protection:

Any and all obligations arising under or in connection with the DIP Facility, including for reasonable fees, costs and expenses described herein of the DIP Agent and the DIP Lenders (including, without limitation, (a) reasonable and documented fees and expenses of primary counsel to the DIP Agent, and (b) reasonable and documented fees and expenses of Financial Advisors (as defined below) to the DIP Agent) and reimbursable under the DIP Documents, all DIP obligations and guarantees, in each case, shall, subject only to the Carve Out and the relative priorities set forth on Annex II attached hereto, at all times be entitled to, among others: (i) to joint and several superpriority administrative expense claim status in the Chapter 11 cases and (ii) secured by a perfected first-priority security interest in substantially all now owned or hereafter acquired Collateral (as defined in the Prepetition ABL Credit Agreement) and such other previously unencumbered assets of the DIP Loan Parties as may be agreed, including, without limitation, the proceeds of avoidance actions (collectively, the “DIP Collateral” (for the avoidance of doubt, avoidance actions shall not constitute DIP Collateral)). All the above-described pledges, security interests and mortgages shall be (a) created on terms, and pursuant to documentation reasonably satisfactory to the DIP Agent and the Borrowers and otherwise consistent with the Documentation Principles, and none of the DIP Collateral shall be subject to any other liens or claims (except for the Carve Out and certain permitted prior liens (the “Permitted Prior Liens”)) and (b) perfected upon entry of the applicable DIP Order, without the need to file or record financing statements, intellectual property filings, mortgages, notices of lien or similar documents or instruments; provided that the DIP Agent shall be permitted to make any or all such filings in its discretion. The DIP orders shall provide usual and customary adequate protection to the Prepetition ABL Agent, for the benefit of itself and the Prepetition ABL Lenders, prior to and until the ABL Refinancing Effective Date (or to the extent all Prepetition ABL Obligations are not fully refinanced under the DIP Facility pursuant to the ABL Refinancing as set forth in the DIP Term Sheet), including, without limitation, (a) replacement liens on all of the DIP Collateral, subordinate only to the Carve Out, the liens in favor of the DIP Facility, and subject to the relative priorities set forth on Annex II attached hereto, (b) a super-priority administrative claim, subject only to the Carve Out and the claims of the DIP Facility, and subject to the relative priorities set forth on Annex II attached hereto, (c) payment of accrued but unpaid post-petition interest in cash at the Default Rate (as defined in the Prepetition ABL Credit Agreement) as the same becomes due and payable under the Prepetition ABL Credit Agreement (but solely with respect to Prepetition ABL Obligations on which such interest would otherwise be due under the Prepetition ABL Credit Agreement and which have not yet been rolled up or converted, as applicable, pursuant to the ABL Refinancing), (d) the payment of the reasonable and documented out-of-pocket fees and expenses of the agent and the lenders under the Prepetition ABL Credit Agreement, and (e) other adequate protection customary for debtor in possession financings for this type (whether set forth herein or otherwise), including, without limitation, approval of waivers of rights under sections 506(c) and 552(b) of the Bankruptcy Code upon and subject to entry of the Final DIP Order.

Cash Management / Cash Dominion:	The DIP orders shall provide the DIP Agent with automatically perfected liens and security interests in the deposit and securities accounts (subject to the Carve Out and customary exceptions to be agreed) of the Borrowers and the Guarantors without any further action (including, without limitation, entering into any lockbox or deposit account control agreements or other action to take possession or control of any such DIP Collateral); provided that, upon the request of the DIP Agent, the Borrowers and Guarantors shall obtain account control agreements in favor of the DIP Agent; provided, further, that the Bankruptcy Court shall have approved any exercise of cash dominion by the DIP Agent or the DIP Lenders prior to the exercise thereof (notice of which shall have been given to the Borrowers at least 5 business days prior to such exercise).
Mandatory and Voluntary Prepayments:	The prepayment provisions shall be substantially consistent with the Prepetition ABL Credit Agreement, subject to the DIP Documentation Principles.
DIP Budget:	The DIP Agent shall have received a 13-week cash<br> flow forecast detailing cash receipts, cash disbursements and forecasted Borrowing Base levels on a weekly basis for such period, in form<br> and substance reasonably acceptable to the DIP Agent (the “Initial DIP Budget” and together with each subsequent<br> rolling 13-week cash flow forecast prepared and delivered to the DIP Agent, in<br> each case consistent with the form and level of detail set forth in the Initial DIP Budget, commencing on February 13, 2026<br> and every 2 weeks thereafter in accordance with the terms hereof, the “DIP Budget”). The DIP Budget is subject<br> to update and modification on terms to be mutually agreed between the Borrowers and the DIP Agent, which shall include the right of the<br> Borrowers to submit updates from time to time, in each case, subject to the reasonable approval of the DIP Agent (any such DIP Budget<br> that has been approved by the DIP Agent, the “Approved DIP Budget”).<br><br> <br><br><br> <br>The Borrowers shall be permitted to make borrowings<br> consistent in all material respects with then applicable Approved DIP Budget, subject to the other terms set forth herein.
Conditions Precedent to Initial Borrowing:	Usual and customary conditions precedent for facilities of this type and consistent with the DIP Documentation Principles, including, among others, (a) entry of the Interim DIP Order and the execution of the DIP Documents, in each case, in form and substance acceptable to the DIP Agent, and entry of other first-day order in form and substance reasonably acceptable to the DIP Agent, (b) delivery of (i) the Initial DIP Budget and (ii) the most recent quarterly and monthly financials required to be delivered to the administrative agent under the Prepetition ABL Credit Agreement (c) a minimum excess availability of at least $5.0 million; and (d) the relief obtained in the Debtors’ first day orders shall be consistent in all material respects with the DIP Budget and DIP Orders.

Conditions Precedent to all Borrowings:	Usual and customary conditions precedent for facilities of this type and consistent with the DIP Documentation Principles, including a minimum excess availability under the DIP Facility for each credit extension of at least $5.0 million.
Representations and Warranties; Affirmative Covenants; Negative Covenants; and Events of Default:	The DIP Documents will contain representations<br>and warranties, reporting covenants and affirmative covenants, negative covenants, and events of default of the types included in the<br>Prepetition ABL Credit Agreement (subject to the DIP Documentation Principles), including, among others, the reporting covenants set<br>forth below, except that no investments, acquisitions, fundamental changes, debt repayments, or restricted payments will be permitted<br>except for customary exceptions to be mutually agreed upon.
1.	Delivery<br> to the DIP Agent, for further distribution to the DIP Lenders, a borrowing base certificate and other borrowing base supporting information<br> consistent with the deliverables (and the applicable timeframes) set forth in the third and fourth rows of Schedule D to the Prepetition<br> ABL Credit Agreement.
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2.	Delivery<br> to the DIP Agent, for further distribution to the DIP Lenders, on or before 5:00 p.m. (New York time) on February 13, 2026 and<br> on every second Friday thereafter, the DIP Budget.
3.	Delivery<br> to the DIP Agent, for further distribution to the DIP Lenders, on or before 5:00 p.m. (New York time) every second Friday (commencing<br> on February 13, 2026), a budget variance report and discussion (including identification of budget variances related to cumulative receipts<br> and cumulative disbursements) for the prior two-week period and such other information related to any budget variances as the DIP Agent<br> may reasonably request.
Milestones:	Usual and customary for facilities of this type and to be mutually agreed consistent with the contemplated time frame for the Chapter 11 cases generally.
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Financial Covenants:	The DIP Documents will contain the following financial<br> covenants:<br><br> <br><br><br> <br>DIP Budget and Variance Covenant: The DIP<br> Loan Parties shall be required to adhere to the then applicable Approved DIP Budget (subject to variances permitted below) which shall<br> be tested on every second Friday (commencing on February 13, 2026) following the Petition Date. Additionally, the DIP Documents will require<br> that total disbursements of the DIP Loan Parties shall not exceed fifteen percent (15%) with respect to the aggregate Operating Disbursement<br> line item in the then applicable Approved DIP Budget during any two-week period, tested bi-weekly, excluding professional fees and DIP-related<br> fees and expenses in all respects.<br><br> <br><br><br> <br>Minimum Excess Availability: To be maintained<br> at all times and tested on each date that the Company delivers a borrowing base certificate pursuant to the terms of the DIP Documents<br> (or on the last permissible date for which the Company is required to deliver such borrowing base certificate if no such borrowing base<br> certificate has been delivered on or prior to such date), excess availability under the DIP Facility of not less than $5.0 million.
Financial Advisors:	The DIP Agent shall be entitled to retain a financial<br> advisor and other third-party consultants under and in accordance with the DIP Facility (each, a “Financial Advisor”). Each DIP Loan Party shall provide its reasonable cooperation during business hours with the Financial<br> Advisors. The reasonable and documented fees, costs and expenses of the Financial Advisors shall be paid by the DIP Loan<br> Parties and shall form part of the DIP Obligations under the DIP Facility as further provided in the DIP Documents.
Agreement to Roll; Exit ABL Facility:	The DIP Agent and each DIP Lender shall agree that, on the effective date of the Chapter 11 plan and so long as there shall not have occurred and be continuing any event, act, or omission that, upon the delivery of a notice thereof would permit the DIP Lenders to terminate the DIP Facility, the Revolving DIP Loans held by each DIP Lender shall be refinanced in full with the proceeds of a senior secured revolving exit credit facility as structured in the form and manner set forth in Exhibit D of the RSA, to which this DIP Term Sheet is attached as Exhibit C (the “Exit ABL Facility”).

Financial Covenants:

The DIP Documents will contain the following financial covenants: DIP Budget and Variance Covenant: The DIP Loan Parties shall be required to adhere to the then applicable Approved DIP Budget (subject to variances permitted below) which shall be tested on every second Friday (commencing on February 13, 2026) following the Petition Date. Additionally, the DIP Documents will require that total disbursements of the DIP Loan Parties shall not exceed fifteen percent (15%) with respect to the aggregate Operating Disbursement line item in the then applicable Approved DIP Budget during any two-week period, tested bi-weekly, excluding professional fees and DIP-related fees and expenses in all respects. Minimum Excess Availability: To be maintained at all times and tested on each date that the Company delivers a borrowing base certificate pursuant to the terms of the DIP Documents (or on the last permissible date for which the Company is required to deliver such borrowing base certificate if no such borrowing base certificate has been delivered on or prior to such date), excess availability under the DIP Facility of not less than $5.0 million.

Financial Advisors:

The DIP Agent shall be entitled to retain a financial advisor and other third-party consultants under and in accordance with the DIP Facility (each, a “Financial Advisor”). Each DIP Loan Party shall provide its reasonable cooperation during business hours with the Financial Advisors. The reasonable and documented fees, costs and expenses of the Financial Advisors shall be paid by the DIP Loan Parties and shall form part of the DIP Obligations under the DIP Facility as further provided in the DIP Documents.

Agreement to Roll; Exit ABL Facility:

The DIP Agent and each DIP Lender shall agree that, on the effective date of the Chapter 11 plan and so long as there shall not have occurred and be continuing any event, act, or omission that, upon the delivery of a notice thereof would permit the DIP Lenders to terminate the DIP Facility, the Revolving DIP Loans held by each DIP Lender shall be refinanced in full with the proceeds of a senior secured revolving exit credit facility as structured in the form and manner set forth in Exhibit D of the RSA, to which this DIP Term Sheet is attached as Exhibit C (the “Exit ABL Facility”).

Annex I

Interest Rates:	A percentage per annum equal to (i) SOFR Index Rate (1.50% floor) plus (ii) 4.00%.
Letter of Credit Fees:	Same as the Prepetition ABL Credit Agreement.
Termination Fee:	A termination fee equal to Early Payment/Termination Premium under, and as defined in, the Prepetition ABL Credit Agreement, in the event the Revolving DIP Commitments under the DIP Facility are permanently reduced or terminated; provided, however, upon emergence, such fee will be waived in the event the DIP Facility is rolled into the Exit ABL Facility as contemplated under the DIP Term Sheet, so long as such Exit ABL Facility (a) is arranged by White Oak Commercial Finance, LLC, and its affiliates and (b) is consistent with the terms set forth on Exhibit A to the DIP Term Sheet or otherwise acceptable to the Company and the DIP Lenders.
Unused Line Fee:	A percentage per annum equal to 0.50% (“Unused Fee”).
Closing Fee:	An amount equal to 1.50% of the aggregate principal amount of the Revolving DIP Commitments.
Collateral Monitoring Fee:	$10,000 paid monthly in advance.

Annex I – Page 1

Annex II

Priorities

**<br><br> <br>Priority**	DIP Collateral that constitutes ABL Priority Collateral^1^ or that would otherwise constitute ABL Priority Collateral	DIP Collateral that constitutes Notes Priority Collateral or that would otherwise constitute Notes Priority Collateral	Unencumbered Property	Claims
First	Carve Out	Carve Out	Carve Out	Carve Out
Second	Permitted Prior Liens	Permitted Prior Liens	DIP Liens	DIP Superpriority Claims
Third	DIP Liens	Prepetition Secured Notes Adequate Protection Liens	Prepetition ABL Adequate Protection Liens (until the ABL Refinancing Effective Date)	Prepetition ABL Adequate Protection Claims (until the ABL Refinancing Effective Date)
Fourth	Prepetition ABL Adequate Protection Liens	Prepetition Secured Notes Liens	Prepetition Secured Notes Adequate Protection Liens	Prepetition Secured Notes Adequate Protection Claims
Fifth	Prepetition ABL Liens	DIP Liens
Sixth	Prepetition Secured Notes Adequate Protection Liens	Prepetition ABL Adequate Protection Liens
Seventh	Prepetition Secured Notes Liens	Prepetition ABL Liens
^1^	“ABL Priority Collateral” and “Notes Priority Collateral” shall have the meanings<br>set forth in the Intercreditor Agreement (as defined in the Prepetition ABL Credit Agreement).
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Annex II – Page 1

Annex III

Carve Out

1.	Carve Out.

(a) As used in this Interim Order, the “Carve Out” means an amount equal to the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate pursuant to 31 U.S.C. § 3717 (without regard to the notice set forth in clause (iii) below); (ii) all reasonable fees and expenses up to $100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in clause (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following the date of delivery by the DIP Agent of a Carve Out Trigger Notice (as defined herein), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice (and in the case of the Committee Professionals, if any, not to exceed the aggregate amounts set forth for the Committee Professionals in the Approved DIP Budget); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $1,000,000 incurred after the first business day following the date of delivery by the DIP Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap,” of which the foregoing $1,000,000 shall be funded into the Funded Reserve Account (as defined herein) from proceeds of the DIP Facility); provided*,* however, that nothing herein shall be construed to impair the ability of any party in interest to object to the fees, expenses, reimbursement, or compensation described in clauses (i) through (iv) of this paragraph 23 on any grounds. For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agent, acting at the direction of the Requisite DIP Lenders, to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee (if any), which notice may be delivered following the occurrence and during the continuation of a DIP Termination Event (as defined herein), and acceleration of the DIP Obligations under the DIP Facility or termination of the Debtors’ right to use Cash Collateral, as applicable, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

(b) Delivery of Weekly Fee Statements. Not later than 7:00 p.m. (New York time) on the Wednesday of each week starting with the first full calendar week following the Petition Date, each Professional Person shall deliver to the Debtors a statement setting forth a good-faith estimate of the amount of fees and expenses (collectively, “Estimated Fees and Expenses”) incurred during the preceding week by such Professional Person (through Saturday of such week, the “Calculation Date”), along with a good-faith estimate of the cumulative total amount of unreimbursed fees and expenses incurred through the applicable Calculation Date and a statement of the amount of such fees and expenses that have been paid to date by the Debtors (each such statement, a “Weekly Statement”); provided that, within one (1) business day of the occurrence of the Termination Declaration Date (as defined below), each Professional Person shall deliver one additional statement (the “Final Statement”) setting forth a good-faith estimate of the amount of fees and expenses incurred during the period commencing on the calendar day after the most recent Calculation Date for which a Weekly Statement has been delivered and concluding on the Termination Declaration Date (and the Debtors shall cause each such Weekly Statement and Final Statement to be delivered on the same day received to the DIP Agent). If any Professional Person fails to deliver a Weekly Statement or Final Statement within three (3) calendar days after such Weekly Statement is due, such Professional Person’s entitlement (if any) to any funds in the Pre-Carve Out Trigger Notice Reserve (as defined below) with respect to the aggregate unpaid amount of Allowed Professional Fees for the applicable period(s) for which such Professional Person failed to deliver a Weekly Statement or Final Statement covering such period shall be limited to the aggregate unpaid amount of Allowed Professional Fees included in the Approved DIP Budget for such period for such Professional Person.

Annex III – Page 1

(i) Commencing with the week ended February 6, 2026, and on or before the Thursday of each week thereafter, the Debtors shall utilize all cash on hand as of such date and, to the extent insufficient, any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the sum of (A) the greater of (1) the aggregate unpaid amount of all Estimated Fees and Expenses reflected in the Weekly Statements delivered on the immediately prior Wednesday to the Debtors and the DIP Agent, and (2) the aggregate amount of unpaid Allowed Professional Fees contemplated to be incurred in the Approved DIP Budget during such week, plus (B) the Post-Carve Out Trigger Notice Cap, plus(C) an amount equal to the amount of Allowed Professional Fees set forth in the DIP Budget for the two weeks occurring after the most recent Calculation Date. The Debtors shall deposit and hold such amounts in a segregated account maintained by the Debtors in trust (the “Funded Reserve Account”) to pay such Allowed Professional Fees (the “Funded Reserves”) prior to any and all other claims, and all payments of Allowed Professional Fees incurred prior to the Termination Declaration Date shall be paid first from such Funded Reserve Account.

(ii) On the day on which a Carve Out Trigger Notice is delivered in accordance with this paragraph 23 of this Interim Order (the “Termination Declaration Date”), the Carve Out Trigger Notice shall constitute a demand to the Debtors to, and the Debtors shall utilize all cash on hand as of such date, including cash in the Funded Reserve Account, and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account maintained by the Debtors in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any other claims. On the Termination Declaration Date, the Carve Out Trigger Notice shall also constitute a demand to the Debtors to utilize all cash on hand as of such date, including cash in the Funded Reserve Account, and any available cash thereafter held by any Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account maintained by the Debtors in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims.

Annex III – Page 2

(d) Application of Carve Out Reserves.

(i) All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (a)(i) through (a)(iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until the Pre-Carve Out Amounts are indefeasibly paid in full. If the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, subject to paragraph 23(d)(iii) below, all remaining funds shall be distributed first to the DIP Agent for the benefit of itself and the other DIP Secured Parties, for application to the DIP Obligations in accordance with the DIP Credit Agreement, unless and until the DIP Obligations are indefeasibly Paid in Full, in which case, any remaining excess shall be paid to the Prepetition Secured Parties (subject to the terms of the DIP Intercreditor Agreement) in accordance with their rights and priorities set forth in the DIP Intercreditor Agreement, as of the Petition Date and as otherwise set forth in this Interim Order, (unless the DIP Agent, at the direction of the Required DIP Lenders, and the Prepetition Agents, at the direction of the requisite Prepetition Secured Parties under the applicable Prepetition Loan Documents, respectively, have otherwise agreed in writing in respect of the applicable obligations owed to each of them); provided that, unless the ABL Refinancing has been disgorged or otherwise reversed in whole or in part, then any remaining excess shall be paid to the DIP Secured Parties in lieu of the Prepetition ABL Secured Parties.

(ii) All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (a)(iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”). If the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, subject to paragraph 23(d)(iii) below, all remaining funds shall be distributed to the DIP Agent for the benefit of itself and the other DIP Secured Parties, for application to the DIP Obligations in accordance with the DIP Credit Agreement, unless and until the DIP Obligations have been indefeasibly Paid in Full, in which case any remaining excess shall be paid to the Prepetition Secured Parties in accordance with their rights and priorities set forth in the DIP Intercreditor Agreement, as of the Petition Date (unless the DIP Agent, at the direction of the Required DIP Lenders, and the Prepetition Agents, at the direction of the requisite Prepetition Secured Parties under the applicable Prepetition Loan Documents, respectively, have otherwise agreed in writing in respect of the applicable obligations owed to each of them); provided that, unless the ABL Refinancing has been disgorged or otherwise reversed in whole or in part, then any remaining excess shall be paid to the DIP Secured Parties in lieu of the Prepetition ABL Secured Parties.

Annex III – Page 3

(iii) Notwithstanding anything to the contrary in the DIP Documents or this Interim Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in paragraph 23(c), then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively (subject to the limits contained in the Post-Carve Out Trigger Notice Cap), shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in paragraph 23(c), prior to making any payments to the DIP Agent for the benefit of itself and the other DIP Secured Parties, or the Prepetition Secured Parties, or any of the Debtors’ creditors, as applicable.

(iv) Notwithstanding anything to the contrary in the DIP Documents, the Prepetition Loan Documents, or this Interim Order, following delivery of a Carve Out Trigger Notice, the DIP Agent, and the Prepetition Agents (as applicable) shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a first-lien and automatically perfected security interest in any residual interest in the Carve Out Reserves, with any excess paid to the DIP Agent for application in accordance with the DIP Documents.

(v) Further, notwithstanding anything to the contrary in this Interim Order, (A) disbursements by the Debtors from the Carve Out Reserves shall not constitute Revolving DIP Loans or increase or reduce the DIP Obligations, (B) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out with respect to any shortfall (as described below), and (C) in no way shall the Initial DIP Budget, any subsequent Approved DIP Budget, Carve Out, Post-Carve Out Trigger Notice Cap or Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this Interim Order or the DIP Documents, the Carve Out shall be senior to all liens and claims securing the DIP Obligations, the Adequate Protection Obligations, the Prepetition Secured Obligations, the DIP Superpriority Claims, and any and all other forms of adequate protection, liens, or claims securing the DIP Obligations and the Prepetition Secured Obligations.

Annex III – Page 4

(e) Payment of Allowed Professional Fees Prior to the Termination Declaration Date. Any payment or reimbursement made prior to the occurrence of the Termination Declaration Date in respect of any Allowed Professional Fees shall not reduce the Carve Out.

(f) No Direct Obligation To Pay Allowed Professional Fees. None of the DIP Secured Parties or the Prepetition Secured Parties shall be responsible for the payment or reimbursement of any fees or disbursements of any Professional Person incurred in connection with the Chapter 11 Cases or any Successor Case. Nothing in this Interim Order or otherwise shall be construed to obligate the DIP Secured Parties or the Prepetition Secured Parties in any way, to pay compensation to, or to reimburse expenses of, any Professional Person or to guarantee that the Debtors have sufficient funds to pay such compensation or reimbursement.

(g) Payment of Allowed Professional Fees on or After the Termination Declaration Date. Any payment or reimbursement made on or after the occurrence of the Termination Declaration Date in respect of any Allowed Professional Fees shall permanently reduce the Carve Out on a dollar-for-dollar basis.

Annex III – Page 5

EXHIBIT D

Exit ABL Facility Term Sheet

EXIT ABL FINANCING TERMS^1^

Borrowers:	The Company, Nine Energy Canada Inc., CDK Perforating, LLC, Crest Pumping Technologies, LLC, RedZone Coil Tubing, LLC, and Nine Downhole Technologies, LLC.
Guarantors:	All subsidiaries of the Company (other than (a) the Borrowers, (b) Nine Downhole Norway AS, and (c) Frac Technology AS), consistent with (and, for the avoidance of doubt, subject to the exceptions and limitations set forth in) the Exit Facility Documentation Principles (as defined below).
Agent:	White Oak Commercial Finance, LLC, will act as sole and exclusive administrative agent (in such capacity, the “Exit Facility Agent”) for the lenders under the Exit ABL Facility (the “Exit Facility Lenders”), and will perform the duties customarily associated with such role.
Exit ABL Facility:	A first priority senior secured asset-based credit<br> facility consisting of $135 million in revolving credit commitments (the “Exit ABL Facility,” the commitments<br> thereunder, the “Revolving Commitments” and the loans thereunder, the “Revolving Loans”).<br> A portion of the Exit ABL Facility not in excess of $5.0 million will be available for the issuance of standby letters of credit.<br><br> <br><br><br> <br>Amounts repaid under the Exit ABL Facility may<br> be reborrowed, subject to the then-applicable Exit Facility Borrowing Base.
Accordion:	None.
Maturity Date:	The earlier of (a) the date that is 3 years after the Conversion Date (as defined below) and (b) to the extent debt with respect to the prepetition secured notes in an aggregate principal amount in excess of an amount to be agreed remains outstanding after the Conversion Date (either in the form of secured or unsecured notes, term loans, or otherwise), 91 days prior the maturity date of any such prepetition secured notes.
Closing Date:	The effective date of the Debtors’ chapter 11 plan (or as soon as reasonably practicable thereafter) and of the satisfaction of the Conditions Precedent to Initial Borrowing (the “Conversion Date”).
Collateral:	The Exit ABL Facility will be<br> secured by perfected first-priority liens and security interests in substantially all assets of Borrowers and Guarantors, including<br> all M&E and real property.^2^
^1^	Capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the DIP Term Sheet to which this is<br>attached as Exhibit A or the Prepetition ABL Credit Agreement (as defined in the DIP Term Sheet).
---	---
^2^	Based on assumption that prepetition secured notes will be fully equitized/unsecured.
---	---

Exhibit D – Page 1

Borrowing Base:

The borrowing base (the “Exit Facility Borrowing Base”), including the eligibility criteria thereof, will be defined in a manner consistent with the definition of “Borrowing Base” set forth in the Prepetition ABL Credit Agreement and consistent with the Exit Facility Documentation Principles; provided, that, (i) the “SOFA” set forth in clause (e) of the definition of thereof will be increased, up to an amount not to exceed the lesser of (A) $10.0 million and (B) an amount equal to 10% of the Exit Facility Borrowing Base (calculated without giving effect to this component of the Exit Facility Borrowing Base) and (ii) the lesser of (A) the sum of (x) up to 75% of the net orderly liquidation value percentage of eligible M&E owned by the Borrowers plus (y) up to 75% of the fair market value (which fair market value is identified in an appraisal acceptable to the Exit Facility Agent) of eligible real property owned by the Borrowers and (B) $30.0 million (which amount shall be permanently reduced on a yearly basis based on a 5-year straight line amortization), in each case, may be included in the Exit Facility Borrowing Base, subject to eligibility criteria and other terms to be agreed in the Exit Financing Documentation (which eligibility criteria will include a first-priority lien in favor of the Exit Facility Agent with respect to such M&E and real property assets). For the avoidance of doubt, advances under the Exit ABL Facility shall be deemed to be advanced in the order set forth in Section 1.1 of the Prepetition ABL Credit Agreement (as modified in this sentence), with advances first being made based on the Domestic Accounts Availability, second being made based on the Inventory Availability, third being made based on M&E Availability, fourth being made based on Real Property Availability, fifth being made based on SOFA Availability and sixth being made based on Foreign Accounts Availability. As used herein: “Domestic Accounts Availability” will be defined in a manner consistent with the definition of “Domestic Accounts Availability” set forth in the Prepetition ABL Credit Agreement and consistent with the Exit Facility Documentation Principles. “Foreign Accounts Availability” will be defined in a manner consistent with the definition of “Foreign Accounts Availability” set forth in the Prepetition ABL Credit Agreement and consistent with the Exit Facility Documentation Principles. “Inventory Availability” will be defined in a manner consistent with the definition of “Inventory Availability” set forth in the Prepetition ABL Credit Agreement and consistent with the Exit Facility Documentation Principles. “M&E Availability” shall mean, at any time of determination, an amount equal to the sum of the foregoing clause (ii)(A)(x), less the corresponding reserves pursuant to the Exit Financing Documentation. “Real Property Availability” shall mean, at any time of determination, an amount equal to the sum of the foregoing clause (ii)(A)(y), less the corresponding reserves pursuant to the Exit Financing Documentation. “SOFA Availability” shall mean, at any time of determination, an amount equal to the sum of the foregoing clause (i), less the corresponding reserves pursuant to the Exit Financing Documentation. Consistent with terms set forth in the Exit Facility Documentation Principles, the Exit Facility Agent will have the right to establish and modify reserves against the Exit Facility Borrowing Base and the Revolving Commitments in its Permitted Discretion (such term to be defined consistent with the Exit Facility Documentation Principles).

Exhibit D – Page 2

Interest Rates and Fees:	As set forth on Annex I attached hereto.
Default Rate:	2.0% per annum over the rate of interest otherwise applicable.
Documentation Principles:	The definitive documentation with respect to the Exit ABL Facility (the “Exit Financing Documentation”) will contain the terms and conditions, including all eligibility criteria, agency provisions, borrowing mechanics, mandatory prepayments, representations, warranties, conditions to borrowing, affirmative, negative and financial covenants and events of default set forth in, and with materiality thresholds, qualifications, exceptions, “baskets” and grace and cure periods consistent with, and will be based on, the Prepetition ABL Credit Agreement with changes and modifications (a) that reflect the terms of this Term Sheet and other changes to be mutually agreed, (b) to reflect changes in law or accounting standards and requirements of local law or to cure mistakes or defects, (c) to reflect recent market precedent for issuers of a similar size and leverage level, (d) to modify the cash dominion provisions to permit the Borrowers and Guarantors to first deduct amounts necessary (in the good faith determination of the Borrowers and Guarantors) to pay ordinary course operation and maintenance expenses and other similar amounts, in each case, prior to any sweep to prepay Revolving Loans outstanding thereunder and (e) as are reasonably necessary to take into account events in connection with the emergence from Chapter 11 (collectively, the “Exit Facility Documentation Principles”).
Field Exams and Appraisals:	Consistent with the Exit Facility Documentation Principles, one collateral field exam per year, two inventory appraisals, two M&E appraisals and one real property appraisal per year at the Borrowers’ cost. Ability to request for one additional field exam per year at Borrowers’ cost upon any Revolving Loans or letters of credit based on any of M&E Availability, Real Property Availability, SOFA Availability and/or Foreign Accounts Availability being outstanding for a period of at least 45 consecutive days. Notwithstanding the foregoing, the Borrowers shall be responsible for the costs and expenses of all field examinations and appraisals commenced while an event of default has occurred and is continuing.
Cash Management / Cash Dominion:	To be consistent with Exit Facility Documentation Principles, with springing cash dominion when excess availability under the Exit ABL Facility falls below $9.0 million or an event of default has occurred and is continuing.
Mandatory and Voluntary Prepayments:	The prepayment provisions shall be substantially consistent with the Prepetition ABL Credit Agreement, subject to the DIP Documentation Principles.

Exhibit D – Page 3

Conditions Precedent to Initial Borrowing:	Usual and customary conditions precedent for facilities of this type and consistent with the Exit Facility Documentation Principles, including, without limitation, (a) entry of a confirmation order and execution of the Exit Facility Documentation, (b) delivery of an exit cash flow forecast and business plan, in each case reasonably acceptable to the Exit Facility Agent, and (c) a minimum excess availability of at least $10.0 million.
Conditions Precedent to all Borrowings:	Conditions precedent to each drawing under the Exit ABL Facility after the Conversion Date shall be consistent with the conditions to borrowing under the Prepetition ABL Credit Agreement but shall include a minimum excess availability under the Exit ABL Facility for each credit extension of at least $5.0 million.
Representations and Warranties; Affirmative Covenants; Negative Covenants; and Events of Default:	The Exit Financing Documentation will contain representations and warranties, reporting covenants (provided that (x) a “Weekly Reporting Trigger” shall have occurred if excess availability under the Exit ABL Facility falls below $9.0 million or an event of default has occurred and is continuing and (y) the fourth row of Schedule D to the Prepetition ABL Credit Agreement shall be omitted in the Exit Financing Documentation) and affirmative covenants, negative covenants, and events of default of the types included in the Prepetition ABL Credit Agreement and shall be consistent with the Exit Facility Documentation Principles.
Payment Conditions:	“Payment Conditions” to be defined in a manner consistent with the definition of “Payment Conditions” set forth in the Prepetition ABL Credit Agreement and consistent with the Exit Facility Documentation Principles.
Financial Covenants:	Fixed Charge Coverage Ratio: During any<br> Covenant Testing Period (defined below), Borrowers shall not permit the Fixed Charge Coverage Ratio (to be defined (including the component<br> definitions thereof) and tested consistent with the Exit Facility Documentation Principles) to be less than 1.10 to 1.00.<br><br> <br><br><br> <br>“Covenant Testing Period”<br> means the period (a) commencing on any day that excess availability is less than the lesser of (x) 7.5% of the “Line Cap”<br> (as such term is to be defined in a manner consistent with the definition of “Line Cap” set forth in the Prepetition ABL Credit<br> Agreement and consistent with the Exit Facility Documentation Principles) then in effect and (y) $9.0 million and (b) continuing<br> until excess availability is greater than or equal to the lesser of (x) 7.5% of the Line Cap then in effect and (y) $9.0 million<br> at all times for a period of 30 consecutive days.
	Minimum Excess Availability: To be maintained at all times and tested on each date that the Company delivers a borrowing base certificate pursuant to the terms of the Exit Financing Documentation (or on the last permissible date for which the Company is required to deliver such borrowing base certificate if no such borrowing base certificate has been delivered on or prior to such date), excess availability under the Exit ABL Facility of not less than $5.0 million.

Exhibit D – Page 4

Annex I to Exhibit D

Interest Rates:	A percentage per annum equal to (i) SOFR Index<br> Rate (as defined in the Prepetition ABL Credit Agreement, subject to the Exit Facility Documentation Principles) plus (ii) the applicable<br> margin set forth below; provided that the applicable margin with respect to any Revolving Loans or letters of credit utilizing<br> any of M&E Availability, Real Property Availability, SOFA Availability and/or Foreign Accounts Availability shall be the applicable<br> margin set forth below plus 0.50% per annum for each Tier.
Tier	Fixed Charge Coverage Ratio	Applicable Margin
---	---	---
I	Less than 1.1 to 1.00	4.00%
II	Greater than or equal to 1.1 to 1.00 but less than or equal to 1.40 to 1.00	3.75%
III	Greater than 1.40 to 1.00	3.50%
Letter of Credit Fees:	Same as the Prepetition ABL Credit Agreement.
---	---
Premium:	2.0% in year 1, 1.0% in year 2, and 0% thereafter (consistent with the terms and conditions in the Prepetition ABL Credit Agreement).
Unused Line Fee:	A percentage per annum equal to 0.50%.
Closing Fee:	An amount equal to 1.50% of the excess amount, if any, between (a) the Revolving Commitments under the Exit ABL Facility on the Conversion Date and (b) the Revolving DIP Commitments under the DIP Facility immediately prior to the Conversion Date.
Collateral Monitoring Fee:	$10,000 paid monthly in advance.

EXHIBIT E

Provision for Transfer Agreement

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of February 1, 2026 (the “Agreement”),^1^ by and among Nine Energy Service, Inc. and its Affiliates and subsidiaries bound thereto and the Consenting Stakeholders, including the transferor to the Transferee of any Company Claims/Interests (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Stakeholder” and a [“Consenting Noteholder”] [“Consenting Prepetition ABL Lender”] under the terms of the Agreement.

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

Date Executed:

______________________________________

Name:

Title:

Address:

E-mail address(es):

Aggregate Amounts Beneficially Owned or Managed on Account of:
Senior Secured Notes
Prepetition ABL Facility
^1^	Capitalized terms used but not otherwise defined herein shall having the meaning ascribed to such terms<br>in the Agreement.
---	---

EXHIBIT F

Form of Joinder Agreement

The undersigned (“JoinderParty”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of February 1, 2026 (as amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), by and among the Company Parties and the Consenting Stakeholders party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.

Agreement to be Bound. The Joinder Party hereby specifically agrees to be bound by all of the terms and conditions of the Agreement (as the same has been or may hereafter be amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the provisions hereof). The Joinder Party shall hereafter be deemed to be a “Consenting Stakeholder” and a “Party” for all purposes under the Agreement and with respect to all Company Claims/Interests held such Joinder Party.
Representations and Warranties. The Joinder Party hereby makes the representations and warranties of the Parties and Consenting Stakeholders set forth in the Agreement to each other Party as of the date hereof.
Notice. The Joinder Party shall deliver an executed copy of this joinder agreement (the “Joinder”) to the Parties identified in Section 14 of the Agreement.

Date Executed:

______________________________________

Name:

Title:

Address:

E-mail address(es):

Aggregate Amounts Beneficially Ownedor Managed on Account of:
Senior Secured Notes
Prepetition ABL Facility

Exhibit 10.2

SENIOR SECURED SUPERPRIORITY ASSET-BASED DEBTOR-IN-POSSESSION

LOAN AND SECURITY AGREEMENT

Dated as of [●], 2026

among

WHITE OAK COMMERCIAL FINANCE, LLC,

as Agent,

NINE ENERGY SERVICE, INC.,

NINE ENERGY CANADA INC.,

CDK Perforating, LLC,

Crest Pumping Technologies, LLC,

RedZone Coil Tubing, LLC,

and

Nine Downhole Technologies, LLC,

each as a Borrower, Debtor and Debtor-In-Possession under Chapter 11 of the Bankruptcy Code,

Nine Energy Service, LLC,

MOTI Holdco, LLC,

Magnum Oil Tools GP, LLC,

and

Magnum Oil Tools International, LTD,

each as a Guarantor, Debtor and Debtor-In-Possessionunder Chapter 11 of the Bankruptcy Code,

the financial institutions party hereto from time to time,

as Lenders

and

WHITEOAK COMMERCIAL FINANCE, LLC**,**

as a Lead Arranger

Senior Secured SuperpriorityAsset-Based Debtor-In-Possession Loan and Security Agreement

TABLE OF CONTENTS

	****		Page
1.	LOANS AND LETTERS OF CREDIT.		2
	1.1	Amount of Loans / Letters of Credit.	2
	1.2	Reserves re Revolving Loans / Letters of Credit	4
	1.3	Protective Advances	4
	1.4	Notice of Borrowing; Manner of Revolving Loan Borrowing	5
	1.5	Letters of Credit and Letter of Credit Fees.	5
	1.6	Conditions of Making the Loans and Issuing Letters of Credit	7
	1.7	Repayments.	11
	1.8	Prepayments / Voluntary Termination / Application of Prepayments.	11
	1.9	Obligations Unconditional	12
	1.10	Reversal of Payments	13
	1.11	Independent Obligations	13
	1.12	Revolving Loans by Agent and Settlement Among Lenders.	13
	1.13	Super-Priority Nature of Obligations and Agent’s Liens; Payment of Obligations	15
	1.14	Conversion to Exit ABL Facility	15
2.	INTEREST AND FEES; LOAN ACCOUNT.		16
	2.1	Interest	16
	2.2	Fees	18
	2.3	Computation of Interest and Fees	18
	2.4	Loan Account; Monthly Accountings	18
	2.5	Further Obligations; Maximum Lawful Rate	19
3.	SECURITY INTEREST GRANT / POSSESSORY COLLATERAL / FURTHER ASSURANCES.		20
	3.1	Grant of Security Interest	20
	3.2	Possessory Collateral	20
	3.3	Further Assurances.	20
	3.4	UCC and PPSA Financing Statements	21
	3.5	Valid Security Interest	21
	3.6	[Reserved]	21
4.	CERTAIN PROVISIONS REGARDING ACCOUNTS, INVENTORY, COLLECTIONS, APPLICATIONS OF PAYMENTS, INSPECTION RIGHTS, AND APPRAISALS.		21
	4.1	Lock Boxes and Blocked Accounts	21
	4.2	Application of Payments	22
	4.3	Notification; Verification	23
	4.4	Power of Attorney.	24
	4.5	Disputes	24
	4.6	Inventory.	25
	4.7	Access to Collateral, Books and Records	25
	4.8	Appraisals	25
5.	REPRESENTATIONS, WARRANTIES AND COVENANTS.		26
	5.1	Existence and Authority	26
	5.2	Names; Trade Names and Styles	26

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Senior Secured SuperpriorityAsset-Based Debtor-In-Possession Loan and Security Agreement

	5.3	Title to Collateral; Third Party Locations; Permitted Liens	27
	5.4	Accounts, Chattel Paper and Inventory.	27
	5.5	Electronic Chattel Paper	27
	5.6	Capitalization; Investment Property.	27
	5.7	Commercial Tort Claims	29
	5.8	Jurisdiction of Organization; Location of Collateral	29
	5.9	Financial Statements and Reports.	29
	5.10	Tax Returns and Payments; Pension Contributions.	30
	5.11	Compliance with Laws; Intellectual Property; Licenses.	30
	5.12	Litigation	32
	5.13	Use of Proceeds	32
	5.14	Insurance.	32
	5.15	Financial, Collateral and Other Reporting / Notices	33
	5.16	Agent Advisors	36
	5.17	Litigation Cooperation	36
	5.18	Maintenance of Collateral, Etc.	36
	5.19	Material Contracts	36
	5.20	No Default	37
	5.21	No Material Adverse Change	37
	5.22	Full Disclosure	37
	5.23	Sensitive Payments	37
	5.24	Chapter 11 Cases; DIP Orders.	37
	5.25	Negative Covenants	38
	5.26	Minimum Excess Availability	46
	5.27	Employee and Labor Matters	46
	5.28	[Reserved]	47
	5.29	Variance Test	47
	5.30	Milestones	47
	5.31	Lender Meetings	47
	5.32	Additional Bankruptcy Matters	47
6.	LIMITATION OF LIABILITY AND INDEMNITY.		48
	6.1	Limitation of Liability	48
	6.2	Indemnity/Currency Indemnity.	48
7.	EVENTS OF DEFAULT AND REMEDIES.		49
	7.1	Events of Default	49
	7.2	Remedies with Respect to Lending Commitments/Acceleration/Etc.	52
	7.3	Remedies with Respect to Collateral	53
8.	LOAN GUARANTY.		57
	8.1	Guaranty	57
	8.2	Guaranty of Payment	57
	8.3	No Discharge or Diminishment of Loan Guaranty.	57
	8.4	Defenses Waived	58
	8.5	Rights of Subrogation	58
	8.6	Reinstatement; Stay of Acceleration	58
	8.7	Information	59
	8.8	Termination	59
	8.9	Maximum Liability	59
	8.10	Contribution	59
	8.11	Liability Cumulative	60

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Senior Secured SuperpriorityAsset-Based Debtor-In-Possession Loan and Security Agreement

9.	PAYMENTS FREE OF TAXES; OBLIGATION TO WITHHOLD; PAYMENTS ON ACCOUNT OF TAXES.		60
	9.1	Taxes.	60
10.	GENERAL PROVISIONS.		63
	10.1	Notices.	63
	10.2	Severability	64
	10.3	Integration	65
	10.4	Waivers	65
	10.5	Amendment.	65
	10.6	Time of Essence	67
	10.7	Expenses, Fee and Costs Reimbursement	67
	10.8	Benefit of Agreement; Assignability.	67
	10.9	Recordation of Assignment	69
	10.10	Participations	70
	10.11	Headings; Construction	70
	10.12	USA PATRIOT Act Notification; CAML	70
	10.13	Counterparts; Email Signatures	71
	10.14	GOVERNING LAW	71
	10.15	WAIVERS AND JURISDICTION; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; CONSENT TO SERVICE OF PROCESS	71
	10.16	Publication	72
	10.17	Confidentiality	72
	10.18	Borrowing Agency Provisions.	72
	10.19	Agent Provisions.	73
	10.20	[Reserved]	78
	10.21	Defaulting Lender	78
	10.22	Erroneous Payments.	80
	10.23	[Reserved.]	81
	10.24	Waivers Regarding Insolvency Proceedings.	81
	10.25	DIP Orders Control	81
	10.26	Bankruptcy Matters	81

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Senior Secured SuperpriorityAsset-Based Debtor-In-Possession Loan and Security Agreement

Information Certificate(s)

SCHEDULES:

Schedule A	—	Description of Certain Terms
Schedule B	—	Definitions
Schedule C	—	Existing JPM Letters of Credit
Schedule D	—	Reporting
Schedule E	—	[Reserved]
Schedule F	—	Lender Notice Information

EXHIBITS:

Exhibit A	—	Form of Notice of Borrowing
Exhibit B	—	[Reserved]
Exhibit C	—	[Reserved]
Exhibit D	—	[Reserved]
Exhibit E	—	Form of Account Debtor Notification
Exhibit F	—	Form of Compliance Certificate
Exhibit G	—	[Reserved]
Exhibit H	—	Form of Assignment and Acceptance
Exhibit I-1	—	Form of U.S. Tax Compliance Certificate
Exhibit I-2	—	Form of U.S. Tax Compliance Certificate
Exhibit I-3	—	Form of U.S. Tax Compliance Certificate
Exhibit I-4	—	Form of U.S. Tax Compliance Certificate
Exhibit J	—	[Reserved]
Exhibit K	—	Form of Approved Budget
Exhibit L	—	Form of Variance Report

ANNEX:

Annex I	—	Conversion to Exit ABL Facility Conditions

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SENIOR SECURED SUPERPRIORITY ASSET-BASED DEBTOR-IN-POSSESSION

LOAN AND SECURITY AGREEMENT

This SENIOR SECURED SUPERPRIORITY ASSET-BASED DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of February [●], 2026, among (1) White Oak Commercial Finance, LLC (“WOCF”), as agent for the Lenders (in such capacity, together with its successors and assigns “Agent”), (2) the lenders from time to time party hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), (3) Nine Energy Service, Inc., a Delaware corporation (the “Company”), (4) Nine Energy Canada Inc., a corporation organized under the laws of the province of Alberta, Canada (“Nine Canada”), (5) CDK Perforating, LLC, a Texas limited liability company (“CDK”), (6) Crest Pumping Technologies, LLC, a Delaware limited liability company (“CrestPumping”), (7) RedZone Coil Tubing, LLC, a Texas limited liability company (“RedZone”), (8) Nine Downhole Technologies, LLC, a Delaware limited liability company (“Nine Downhole” and together with the Company, Nine Canada, CDK, Crest Pumping, RedZone, and any other Person who from time to time becomes a Borrower hereunder, collectively, the “Borrowers” and each individually, a “Borrower”), (9) Nine Energy Service, LLC, a Delaware limited liability company (“NineService”), (10) MOTI Holdco, LLC, a Delaware limited liability company (“MOTI”), (11) Magnum Oil Tools GP, LLC, a Texas limited liability company (“Magnum Oil GP”), and (12) Magnum Oil Tools International, LTD, a Texas limited partnership (“Magnum Oil LP” and together with Nine Service, MOTI, and Magnum Oil GP, and each of the Affiliates of the Borrowers signatory to this Agreement from time to time as guarantors, each a “Guarantor” and collectively, the “Guarantors”). The Schedules and Exhibits to this Agreement are an integral part of this Agreement and are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are defined in Schedule B.

RECITALS:

WHEREAS, on February [●], 2026 (the “Petition Date”), the Borrowers and the Guarantors (collectively, the “Debtors”, and each individually, a “Debtor”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (such court, together with any other court having exclusive jurisdiction over the Chapter 11 Cases from time to time and any Federal appellate court thereof, the “Bankruptcy Court”) and commenced cases, jointly administered under Case No. [●] (collectively, the “Chapter 11 Cases”), and have continued in the possession and operation of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

WHEREAS, prior to the Petition Date, the Lenders provided financing to the Borrowers and the Guarantors pursuant to that certain Loan and Security Agreement, dated as of May 1, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “PrepetitionABL Credit Agreement”), by and among the Borrowers, the Guarantors, White Oak Commercial Finance, LLC, as agent (in such capacity, the “Prepetition ABL Agent”) and the lenders party thereto (the “Prepetition ABL Lenders”);

WHEREAS, as of the Petition Date, the Prepetition ABL Lenders under the Prepetition ABL Credit Agreement were owed approximately: (i) $66,850,159.07 in outstanding aggregate principal amount of Revolving Loans (as defined in the Prepetition ABL Credit Agreement) of the Borrowers, and (ii) $1,661,064.66 in maximum aggregate amounts available to be drawn under outstanding Letters of Credit (as defined in the Prepetition ABL Credit Agreement) issued on behalf of the Borrowers, plus interest, fees, costs and expenses and all other Prepetition ABL Obligations (as defined below) of the Borrowers under the Prepetition ABL Credit Agreement;

WHEREAS, immediately prior to the Closing Date, White Oak Europe ABL Limited, in its capacity as a Prepetition ABL Lender, assigned 100% of its revolving commitment and Prepetition ABL Revolving Loans to White Oak ABL 3, LLC, in its capacity as a Prepetition ABL Lender, in accordance with Section 10.8(b) of the Prepetition ABL Credit Agreement, and White Oak ABL 3, LLC became the sole Prepetition ABL Lender under the Prepetition ABL Credit Agreement;

WHEREAS, the Obligations under and as defined in the Prepetition ABL Credit Agreement are secured by a security interest in substantially all of the existing and after-acquired assets of the Borrowers and the Guarantors, as more fully set forth in the Prepetition ABL Loan Documents (as defined below), and such security interest is duly perfected, and, with certain exceptions, as described in the Prepetition ABL Loan Documents, has priority over all other security interests;

WHEREAS, the Borrowers have requested, and, upon the terms and subject to the conditions set forth in this Agreement and the DIP Orders (as defined below), the Lenders have agreed to make available to the Borrowers, a senior secured super-priority asset based credit facility (the “DIPABL Credit Facility”) up to the least of (i) the Total Revolving Commitments, (ii) the Borrowing Base (as defined below) and (iii) the amount provided therefor in the Interim DIP Order or the Final DIP Order (each as defined below), whichever is then in effect, available from time to time until the Maturity Date (as defined below);

WHEREAS, the Loan Parties have agreed to secure all of their Obligations under the Loan Documents by granting to the Agent, for the benefit of itself and the Lenders, a security interest in and lien upon all of their existing and after-acquired personal property;

WHEREAS, the respective priorities of the DIP ABL Credit Facility and the other Obligations with respect to the Collateral shall be as set forth in the Interim DIP Order (as defined below) and the Final DIP Order (as defined below), in each case upon entry thereof by the Bankruptcy Court;

WHEREAS, all of the claims and the Liens granted under the Interim DIP Order, the Final DIP Order and the Loan Documents to the Agent and the Lenders in respect of the DIP ABL Credit Facility shall be subject to the Carve-Out;

WHEREAS, each Loan Party’s business is a mutual and collective enterprise and the Loan Parties believe that the loans and other financial accommodations to the Borrowers under this Agreement will enhance the aggregate borrowing power of the Borrowers and facilitate the administration of the Chapter 11 Cases and their loan relationship with the Agent and the Lenders, all to the mutual advantage of the Loan Parties;

WHEREAS, each Loan Party acknowledges that it will receive substantial direct and indirect benefits by reason of the making of loans and other financial accommodations to the Borrowers as provided in this Agreement; and

WHEREAS, the Agent’s and the Lenders’ willingness to extend financial accommodations to the Borrowers, and to administer the Loan Parties’ collateral security therefor, on a combined basis as more fully set forth in this Agreement and the other Loan Documents, is done solely as an accommodation to the Loan Parties and at the Loan Parties’ request and in furtherance of the Loan Parties’ mutual and collective enterprise.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1.	LOANS AND LETTERS OF CREDIT.
1.1	Amount of Loans / Letters of Credit.
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(a) RevolvingLoans and Letters of Credit. Subject to the terms and conditions contained in this Agreement, including Sections 1.3 and 1.6, each Lender with a Revolving Commitment shall (severally, not jointly and severally), from time to time prior to the Maturity Date, at Borrowing Agent’s request, (i) make revolving loans to Borrowers (“Revolving Loans”), and (ii) make, or cause or permit a Participant (as defined in Section 10.10) to make, letters of credit (“Letters of Credit”) available to Borrowers in an amount not to exceed such Lender’s Pro Rata Share of such Revolving Loans and/or Letters of Credit; provided, that after giving effect to each such Revolving Loan and each such Letter of Credit, (A) the outstanding balance of all Revolving Loans and Letter of Credit Liabilities will not exceed the lesser of (x) the Maximum Revolving Facility Amount, minus Reserves and (y) the Borrowing Base, and (B) none of the other Loan Limits for Revolving Loans will be exceeded.

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Notwithstanding anything to the contrary contained in this Agreement, (i) all outstanding Revolving Loans shall first be deemed to be Revolving Loans that were made based on the Domestic Accounts Availability as of such date, and the aggregate amount of any Revolving Loans in excess of such Domestic Accounts Availability shall be deemed to be Revolving Loans based on the Inventory Availability, and the aggregate amount of any Revolving Loans in excess of such Inventory Availability shall be deemed to be Revolving Loans based on the SOFA Availability, and the aggregate amount of any Revolving Loans in excess of such SOFA Availability shall be deemed to be Revolving Loans based on the Foreign Accounts Availability and (ii) all payments at any time received by the Agent with respect to outstanding Revolving Loans shall be first deemed to be Revolving Loans that were made based on then existing Foreign Accounts Availability, and any portion of such payment received by the Agent that exceeds the then existing Foreign Accounts Availability with respect to Revolving Loans shall be next deemed to be applied to Revolving Loans that were made based on SOFA Availability, and any portion of such payment received by the Agent that exceeds the then existing SOFA Availability with respect to Revolving Loans shall be next deemed to be applied to Revolving Loans that were made based on Inventory Availability, and any portion of such payment received by the Agent that exceeds the then existing Inventory Availability with respect to Revolving Loans shall be next deemed to be applied to Revolving Loans that were made based on Domestic Accounts Inventory. For the purposes of determining the Domestic Accounts Availability, Inventory Availability, SOFA Availability and Foreign Accounts Availability hereunder, all Reserves shall be deemed to first apply to Domestic Accounts Availability.

All Revolving Loans shall be made in and repayable in Dollars. Any Revolving Loans repaid may be reborrowed in accordance with the terms herein.

(b) Notwithstanding anything to the contrary contained herein or in any other Loan Document:

(i) On the Closing Date, and subject to entry of the Interim DIP Order, each Prepetition Letter of Credit shall constitute a Letter of Credit for all purposes of this Agreement and shall be deemed issued under this Agreement and all Obligations on all Fronting Exposure in respect of the Prepetition Letters of Credit and interest, expenses, fees and other sums payable in respect thereof under the Prepetition ABL Loan Documents shall constitute “Obligations” for all purposes under this Agreement and the other Loan Documents.

(ii) On the Closing Date, and subject to the entry of the Interim DIP Order, all Prepetition ABL Revolving Loans and any remaining Prepetition ABL Obligations (including the Prepetition ABL Credit Agreement Premium) shall automatically be deemed exchanged and converted on a cashless basis into and constitute Obligations hereunder, with the outstanding amount of all Prepetition ABL Revolving Loans, if any, as of the date of the entry of the Interim DIP Order being refinanced as Revolving Loans hereunder immediately upon entry of the Interim DIP Order and all unpaid interest and fees thereon accrued through the entry of the Interim DIP Order to be paid on the next scheduled date for payment of interest and fees under this Agreement.

(iii) Subject to the terms of the DIP Orders, until (A) the payment in full in cash of the Obligations (and the Prepetition ABL Obligations), (B) all objections and challenges (including, without limitation, any Challenge (as defined in the Interim DIP Order)) to (1) the Liens, security interests and claims of the Prepetition ABL Agent (including, without limitation, Liens granted for adequate protection purposes) and/or (2) the Prepetition ABL Obligations have been waived, denied or barred, and (C) all of the Debtors’ Stipulations (as defined in the Interim DIP Order) have become binding on their estates and parties in interest in accordance with the DIP Orders, all Liens, security interests and claims of the Prepetition ABL Agent (including, without limitation, Liens granted for adequate protection purposes) shall remain valid and enforceable with the same continuing priority as described herein and the Prepetition ABL Loan Documents shall remain in full force and effect; provided, that, (x) subject to the results of any applicable Challenge (as defined in the Interim DIP Order), to the extent that Prepetition ABL Obligations have been paid pursuant to this Agreement and have become and are Obligations, such Prepetition ABL Obligations shall not be due or owing separately under the Prepetition ABL Loan Documents, and (y) nothing in the foregoing clause (x) shall alter or diminish, or be deemed to alter or diminish, the adequate protection of the Prepetition ABL Agent and the Prepetition ABL Lenders.

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1.2 Reserves re RevolvingLoans / Letters of Credit. Other than as provided in the Carve-Out, the Agent may from time to time establish and revise reserves against the Borrowing Base and/or the Maximum Revolving Facility Amount in such amounts and of such types as Agent deems appropriate in its Permitted Discretion (“Reserves”); provided, that the amount of any Reserves established by Agent shall have a reasonable relationship to the event, condition, other circumstance or fact that is the basis for such Reserve. To the extent that an event, condition or circumstance as to any eligible asset has been fully addressed pursuant to the treatment thereof within the applicable definition of such terms, Agent shall not also establish a duplicative Reserve to address the same event, condition or circumstance. Notwithstanding anything to the contrary herein, unless an Event of Default has occurred and is continuing, Agent shall provide email notice advising Borrowing Agent of such Reserves two (2) Business Days prior to the imposition of such Reserves (during which period (x) Agent shall be available to discuss any such proposed Reserves with the Borrowing Agent to afford the Borrowing Agent an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis for such Reserve no longer exists in the manner and to the extent satisfactory to the Agent in its Permitted Discretion and (y) Borrowers may not obtain any new Revolving Loan or Letter of Credit to the extent that, after giving pro forma effect to such proposed Reserves, such Revolving Loan or Letter of Credit would cause the outstanding balance of all Revolving Loans and the Letter of Credit Liabilities to exceed the lesser of (a) the Maximum Revolving Facility Amount minus Reserves and (b) the Borrowing Base). Without limiting the foregoing, references to Reserves shall include the Dilution Reserve, the Royalty Reserve, the Carve-Out Reserve and reserves with respect to the amount in excess of the undrawn amount all Letters of Credit as would be necessary to collateralize all Letters of Credit and satisfy the Borrowers’ outstanding Reimbursement Obligations. Other than as provided in the Carve-Out, in no event shall the establishment of a Reserve in respect of a particular actual or contingent liability obligate any Lender to make advances to pay such liability or otherwise obligate any Lender with respect thereto.

1.3 ProtectiveAdvances. Any contrary provision of this Agreement or any other Loan Document notwithstanding, Agent is hereby authorized by Borrowers and Lenders at any time during the existence of a Default or an Event of Default (regardless of (a) whether any of the other applicable conditions precedent set forth in Section 1.6 hereof have not been satisfied or the commitment of Lenders to make Loans hereunder has been terminated for any reason, or (b) any other contrary provision of this Agreement) to make Revolving Loans to, or for the benefit of, Borrowers that Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement (the “Protective Advances”). Any contrary provision of this Agreement or any other Loan Document notwithstanding, Agent may direct the proceeds of any Protective Advance to Borrowers or to such other Person as Agent determines in its Permitted Discretion. All Protective Advances shall be payable promptly (but in no event later than two (2) Business Days) following Borrowing Agent’s receipt of written demand therefor from Agent.

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1.4 Notice ofBorrowing; Manner of Revolving Loan Borrowing. Borrowing Agent shall request each Revolving Loan by an Authorized Officer delivering, in writing or via an Approved Electronic System or by other Approved Electronic Communication, a Notice of Borrowing substantially in the form of Exhibit A hereto (each such request a “Notice ofBorrowing”). Each Notice of Borrowing shall be irrevocable and shall specify (1) the borrowing amount and (2) the requested funding date (which must be a Business Day). Subject to the terms and conditions of this Agreement, including Sections 1.1 and 1.6, Agent shall, except as provided in Section 1.3, deliver the amount of the Revolving Loan requested in the Notice of Borrowing to the Disbursement Account or, if requested in the applicable Notice of Borrowing, any account of Borrowers at a bank in the United States of America as Borrowing Agent may specify (provided that such account must be one identified on Section 41 of the Information Certificate(s) and approved by Agent as an account to be used for funding of loan proceeds) by wire transfer of immediately available funds (a) on the same day if the Notice of Borrowing is received by Agent on or before 11:00 a.m. Eastern Time on a Business Day and the requested Revolving Loan is in an aggregate principal amount of less than $10,000,000, or (b) on the immediately following Business Day if (x) the Notice of Borrowing is received by Agent on or before 11:00 a.m. Eastern Time on a Business Day and the requested Revolving Loan is in an aggregate principal amount of $10,000,000 or more, (y) the Notice of Borrowing is received by Agent after 11:00 a.m. Eastern Time on a Business Day, or (z) the Notice of Borrowing is received by Agent on any day that is not a Business Day. Agent shall charge the Agent’s usual and customary fees for the wire transfer of each Loan. At the request of a Lender, Borrowers shall deliver a promissory note to such Lender, evidencing its Loans.

1.5 Letters ofCredit and Letter of Credit Fees.

(a) Letters of Credit. On the terms and subject to the conditions set forth herein, the Revolving Commitments may be used by Borrowers, in addition to the making of Revolving Loans hereunder, for the issuance, prior to that date which is one year prior to the Maturity Date, by (i) Agent, of letters of credit, Guarantees or other agreements or arrangements (each, a “Support Agreement”) to induce an LC Issuer to issue or increase the amount of, or extend the expiry date of, one or more Letters of Credit and (ii) a Lender, identified by Agent, as an LC Issuer, of one or more Lender Letters of Credit, so long as, in each case:

(i) Agent shall have received a Notice of LC Credit Event at least five (5) Business Days before the relevant date of issuance, increase or extension; and

(ii) after giving effect to such issuance, increase or extension, (A) the aggregate Letter of Credit Liabilities do not exceed the Letter of Credit Limit, and (B) the Revolver Usage does not exceed the Line Cap.

Nothing in this Agreement shall be construed to obligate any Lender to issue, increase the amount of or extend the expiry date of any Letter of Credit, which act or acts, if any, shall be subject to agreements to be entered into from time to time between Borrowers and such Lender. Each Lender that is an LC Issuer hereby agrees to give Agent prompt written notice of each issuance of a Lender Letter of Credit by such Lender and each payment made by such Lender in respect of Lender Letters of Credit issued by such Lender.

(b) Letter of Credit Fees. Borrowers shall pay to Agent, for the benefit of the Lenders in accordance with their respective Pro Rata Shares, a letter of credit fee (“Letter of Credit Fees”) with respect to the Letter of Credit Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit to the date that is the last day a drawing is available under such Letter of Credit, at a rate per annum equal to the Applicable Margin then applicable to Revolving Loans whose interest rate is based on the SOFR Index Rate. Such fee shall be payable in arrears on the last day of each calendar month prior to the Maturity Date and on such date. In addition, Borrowers agree to pay promptly to the LC Issuer any fronting or other fees or other charges, costs and/or expenses, that it may charge in connection with any Letter of Credit.

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(c) Reimbursement Obligations of Borrowers. If either (i) Agent shall make a payment to an LC Issuer pursuant to a Support Agreement, or (ii) any Lender shall notify Agent that it has made payment in respect of, a Lender Letter of Credit, (A) the applicable Borrower shall reimburse Agent or such Lender, as applicable, for the amount of such payment by the end of the day on which Agent or such Lender shall make such payment or (B) Borrowers shall be deemed to have immediately requested that Lenders make a Revolving Loan, in a principal amount equal to the amount of such payment (but solely to the extent such Borrower shall have failed to directly reimburse Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment). Agent shall promptly notify Lenders of any such deemed request and each Lender hereby agrees to make available to Agent not later than noon on the Business Day following such notification from Agent such Lender’s Pro Rata Share of such Revolving Loan. Each Lender hereby absolutely and unconditionally agrees to fund such Lender’s Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including, without limitation, (1) the occurrence and continuance of a Default or Event of Default, (2) the fact that, whether before or after giving effect to the making of any such Loan, the aggregate Revolver Usage exceed or will exceed the Line Cap, and/or (3) the non-satisfaction of any conditions set forth in Section 1.6. Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 1.5 in satisfaction of Borrowers’ reimbursement obligations arising pursuant to this Section 1.5. Borrowers shall pay interest, on demand, on all amounts so paid by Agent pursuant to any Support Agreement or to any applicable Lender in honoring a draw request under any Lender Letter of Credit for each day from the date of such payment until Borrowers reimburse Agent or the applicable Lender therefor (whether pursuant to clause (A) or (B) of the first sentence of this subsection (c)) at a rate per annum equal to the interest rate applicable to Revolving Loans for such day.

(d) Reimbursement and Other Payments by Borrowers. The obligations of each Borrower to reimburse the Agent and/or the applicable LC Issuer pursuant to Section 1.5(c) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following:

(i) any lack of validity or enforceability of, or any amendment or waiver of or any consent to departure from, any Letter of Credit or any related document;

(ii) the existence of any claim, set-off, defense or other right which any Borrower may have at any time against the beneficiary of any Letter of Credit, the LC Issuer (including any claim for improper payment), Agent, any Lender or any other Person, whether in connection with any Loan Document or any unrelated transaction, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(iii) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(iv) any affiliation between the LC Issuer and Agent; or

(v) to the extent permitted under applicable law, any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(e) Deposit Obligations of Borrowers. In the event any Letters of Credit are outstanding at the time that Borrowers prepay in full or are required to repay the Obligations or the Revolving Commitments are terminated, Borrowers shall (i) deposit with Agent for the benefit of all Lenders cash in an amount equal to one hundred three percent (103%) of the aggregate outstanding Letter of Credit Liabilities to be available to Agent, for its benefit and the benefit of Agent and issuers of Letters of Credit, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto, and (ii) prepay Letter of Credit Fees payable under Section 1.5(b) with respect to such Letters of Credit for the full remaining terms of such Letters of Credit assuming that the full amount of such Letters of Credit as of the date of such repayment or termination remain outstanding until the end of such remaining terms. Upon termination of any such Letter of Credit and so long as no Event of Default has occurred and is continuing, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Borrowers, together with the deposit described in the preceding clause (i) attributable to such Letter of Credit, but only to the extent not previously applied by Agent in the manner described herein.

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(f) Participations in Support Agreements and Lender Letters of Credit.

(i) Concurrently with the issuance of each Supported Letter of Credit, Agent shall be deemed to have sold and transferred to each Lender, and each such Lender shall be deemed irrevocably and immediately to have purchased and received from Agent, without recourse or warranty, an undivided interest and participation in, to the extent of such Lender’s Pro Rata Share, Agent’s Support Agreement liabilities and obligations in respect of such Supported Letter of Credit and Borrowers’ Reimbursement Obligations with respect thereto. Concurrently with the issuance of each Lender Letter of Credit, the LC Issuer in respect thereof shall be deemed to have sold and transferred to each Lender, and each such Lender shall be deemed irrevocably and immediately to have purchased and received from such LC Issuer, without recourse or warranty, an undivided interest and participation in, to the extent of such Lender’s Pro Rata Share, such Lender Letter of Credit and Borrowers’ Reimbursement Obligations with respect thereto. Any purchase obligation arising pursuant to the immediately two preceding sentences shall be absolute and unconditional and shall not be affected by any circumstances whatsoever.

(ii) If either (A) Agent makes any payment or disbursement under any Support Agreement and/or (B) an LC Issuer makes any payment or disbursement under any Lender Letter of Credit, and (I) Borrowers have not reimbursed Agent or the LC Issuer, as applicable, in full for such payment or disbursement in accordance with this Section 1.5, or (II) any reimbursement under any Support Agreement or Lender Letter of Credit received by Agent or any LC Issuer, as applicable, from any Loan Party is or must be returned or rescinded upon or during any bankruptcy or reorganization of any Loan Party or otherwise, each Lender shall be irrevocably and unconditionally obligated to pay to Agent or the LC Issuer, as applicable, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the Obligations of Borrowers under this Section 1.5). To the extent any such Lender shall not have made such amount available to Agent or the LC Issuer, as applicable, before 12:00 noon on the Business Day on which such Lender receives notice from Agent or the LC Issuer, as applicable, of such payment or disbursement, or return or rescission, as applicable, such Lender agrees to pay interest on such amount to Agent or the applicable LC Issuer, as applicable, forthwith on demand accruing daily at the Federal Funds Rate, for the first three (3) days following such Lender’s receipt of such notice, and thereafter at the Base Rate in respect of Revolving Loans. Any such Lender’s failure to make available to Agent or the applicable LC Issuer, as applicable, its Pro Rata Share of any such payment or disbursement, or return or rescission, as applicable, shall not relieve any other Lender of its obligation hereunder to make available such other Lender’s Pro Rata Share of such payment, but no Lender shall be responsible for the failure of any other Lender to make available such other Lender’s Pro Rata Share of any such payment or disbursement, or return or rescission.

1.6 Conditions ofMaking the Loans and Issuing Letters of Credit. Each Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement (including the deemed funding and issuance of the Revolving Loans and Letters of Credit pursuant Section 1.1(b)) is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan Document), all of which must be satisfied in a manner acceptable to Agent and Lenders (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Agent) or waived in accordance with the terms hereof, as of each day that such Loan is made or such Letter of Credit is issued, as applicable:

(a) Loansand Letters of Credit Made and/or Issued on the Closing Date:

(i) Fees. Borrowers shall have paid to Agent and Lenders, as applicable, all fees due on the date hereof, and shall have paid or reimbursed Agent and Lenders for all of Agent’s and any Lender’s costs, charges and expenses incurred through the Closing Date which are required to be paid or reimbursed pursuant to the terms hereof (as long as presented in a reasonably detailed invoice to the Borrower at least two (2) Business Days prior to the Closing Date) (and in connection herewith, Borrowers hereby irrevocably authorize Agent to charge such fees, costs, charges and expenses as Revolving Loans if agreed in writing (which may be via email) between Borrowers and the Agent);

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(ii) Closing Documents. The Agent shall have received:

(A) executed counterparts of this Agreement duly signed on behalf of each party hereto;

(B) executed counterparts of the Fee Letter duly signed on behalf of the Borrowers and the Agent;

(C) a certificate of the Secretary, Assistant Secretary or any Authorized Officer of each Loan Party setting forth (1) a copy of the resolutions, in form and substance reasonably satisfactory to the Agent, of the governing body of such Loan Party authorizing (x) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party and (y) in the case of the Borrowers, the extensions of credit contemplated hereunder, (2) true and complete copies of each of the organizational documents of each Loan Party, (3) the officers of each Loan Party (x) who are authorized to sign the Loan Documents to which such Loan Party is a party and (y) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, and (4) specimen signatures of such authorized officers;

(D) a complete copy of the Information Certificate attached hereto;

(E) certificates of the appropriate state agencies with respect to the existence, qualification and good standing (or its equivalent) of each of the Loan Parties;

(F) the financial statements required to be delivered pursuant to Section 5.15(b)(i) of the Prepetition ABL Credit Agreement for the fiscal month ending December 31, 2025;

(G) executed counterparts of the Canadian Security Agreement;

(H) executed counterparts of a Canadian patent security agreement made by Nine Energy Canada Inc. and the other grantors from time to time party thereto in favour of the Agent (the “Canadian Patent Security”); and

(I) executed counterparts of a Canadian trademark security agreement made by Nine Energy Canada Inc. and the other grantors from time to time party thereto in favour of the Agent (the “Canadian Trademark Security”, and together with the Canadian Security Agreement and the Canadian Patent Security, the “Canadian Security”);

(iii) Registration. The Canadian Security shall have been registered (or arrangement for registration satisfactory to the Agent shall have been made) in all offices in which, in the opinion of the Agent or its counsel, registration is necessary or of advantage to perfect or render opposable to third parties the Liens intended to be created thereby;

(iv) Certificates. The Agent shall have received a current certificate of status, compliance, good standing or any other similar such certificate, as applicable, for each Canadian Loan Party in respect of its jurisdiction of incorporation, organization or formation and each jurisdiction in which it is carrying on business and a certificate of the officer of each Canadian Loan Party attaching certified copies of (i) the certificate of incorporation, articles of incorporation, articles, bylaws or limited partnership agreement, as applicable, of each such Person, as amended to date, (ii) resolutions authorizing the Loan Documents and transactions contemplated thereunder, (iii) any shareholders’ agreements, and (iv) the name, title and true signatures of each officer of such Person authorized to execute this Agreement and the other Loan Documents to which it is a party;

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(v) Opinions. The Agent shall have received a legal opinion from legal counsel to each Canadian Loan Party, each in form and substance satisfactory to the Lenders;

(vi) Perfected Liens. Agent shall be satisfied that the Interim DIP Order creates (or will create, upon entry thereof) perfected Liens having the priorities set forth in the Interim DIP Order on all of the Collateral;

(vii) Minimum Excess Availability. After giving effect to such Loans and Letters of Credit, and the consummation of all transactions contemplated hereby to occur on the Closing Date, closing costs and any book overdraft, Excess Availability shall be no less than $5,000,000;

(viii) Lien Searches. The Agent shall have received the results of a recent lien search in each jurisdiction where the Loan Parties are organized and where the assets of such Loan Parties are located, and such search shall reveal no Liens on any of the assets of such Loan Parties (except for Permitted Liens or Liens discharged on or prior to the Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Agent);

(ix) Petition Date. The Petition Date shall have occurred, and each Loan Party shall be a debtor and a debtor-in-possession in the Chapter 11 Cases;

(x) RSA. The RSA shall be in full force and effect and no RSA Termination Event shall have occurred;

(xi) Borrowing Base Certificate. The Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of a period specified by the Agent;

(xii) Approved Budget. The Agent shall have received the initial Approved Budget, which shall be in form and substance reasonably satisfactory to the Agent;

(xiii) Approvals. Other than in connection with the Chapter 11 Cases, all governmental and third-party approvals necessary in connection with the transactions contemplated hereby and the continuing operations of the Loan Parties and their Subsidiaries (including shareholder approvals, if any) shall have been obtained on terms satisfactory to the Agent and shall be in full force and effect;

(xiv) Interim DIP Order. The Bankruptcy Court shall have entered the Interim DIP Order and such order shall be in form and substance satisfactory to the Agent, be in full force and effect and shall not have been reversed, stayed or vacated absent prior written consent of the Agent;

(xv) First Day Documents.

(A) The Agent shall have received drafts of the “first day” pleadings in the Chapter 11 Cases, in each case, not later than a reasonable time in advance of the Petition Date for the Agent’s counsel to review and analyze the same;

(B) All motions, orders (including the First Day Orders) and other documents to be filed with or submitted to the Bankruptcy Court on the Petition Date shall be in form and substance reasonably satisfactory to the Agent, and such First Day Orders shall not have been (x) stayed, vacated or reversed or (y) amended or modified except as otherwise agreed to in writing by the Agent in its sole discretion;

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(xvi) No Appointment of Trustee, Examiner or Receiver. No trustee, examiner or receiver shall have been appointed or designated with respect to the Loan Parties business, properties or assets and the Bankruptcy Court shall not have entered any order granting any party, other than the Loan Parties, control over any Collateral;

(xvii) No Actions, Suits, Proceedings, Etc. Except for actions, suits, proceedings, investigations, claims or disputes stayed by Section 362 of the Bankruptcy Code, there shall be no actions, suits, proceedings, investigations, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of their Subsidiaries or against any of their properties or revenues that (i) purport to affect or pertain to this Agreement or any other Loan Document or (ii) could reasonably be expected to result in a Material Adverse Effect;

(xviii) No Default or Event of Default; Representations and Warranties. On the Closing Date and immediately after giving effect to this Agreement and the transactions contemplated hereby, (A) other than in connection with the Chapter 11 Cases, no Default or Event of Default shall have occurred and be continuing or shall arise hereunder and (B) all representations and warranties made by any Loan Party contained herein or in the other Loan Documents shall be true and correct in all material respects (unless such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification in which case such representations and warranties shall be true and correct in all respects);

(xix) PATRIOT Act. Agent and the Lenders shall have received, to the extent requested, all documentation and other information required by regulatory U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and

(b) AllLoans and/or Letters of Credit: With respect to Loans made, Letters of Credit issued and/or Support Agreements issued or provided, on the Closing Date (including the deemed funding and issuance of the Revolving Loans and Letters of Credit pursuant Section 1.1(b)) and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable,

(i) Borrowers shall have provided to Agent such information as Agent may reasonably require in order to determine the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable;

(ii) after giving effect to such Loan, Letter of Credit and/or Support Agreement, Excess Availability shall be no less than $5,000,000;

(iii) each of the representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto;

(iv) no Default or Event of Default shall be in existence, both before and after giving effect thereto;

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(v) the Cash Management Order shall be in full force and effect and shall not have been vacated, reversed or stayed in any respect or, except as permitted by the Loan Documents or otherwise approved by the Agent in writing, modified or amended in any manner; and

(vi) the making of such Loan or the issuance of such Letter of Credit shall not result in the principal amount of the Revolving Loans and Letter of Credit Liabilities outstanding with respect to the Borrowers exceeding the amount authorized by the Interim DIP Order or the Final DIP Order, as applicable.

1.7	Repayments.

(a) RevolvingLoans/Letters of Credit. If at any time for any reason whatsoever (including without limitation as a result of currency fluctuations) (i) the sum of the outstanding balance of all Revolving Loans and Letter of Credit Liabilities exceeds the Line Cap, or (ii) any of the Loan Limits for Revolving Loans or Letters of Credit are exceeded, then in each case, Borrowers will, within two (2) Business Days, jointly and severally pay to Agent (for the benefit of the Lenders) such amounts (or, with respect to Letter of Credit Liabilities, provide cash collateral to Agent in the manner set forth in clause (c) below) as shall cause Borrowers to eliminate such excess (such excess, an “Overadvance”).

(b) [Reserved].

(c) MaturityDate Payments / Cash Collateral. All remaining outstanding monetary Obligations (including, all accrued and unpaid fees described in the Fee Letter) shall be payable in full on the Maturity Date. Without limiting the generality of the foregoing, if, on the Maturity Date, there are any outstanding Letters of Credit, then on such date Borrowers shall provide to Agent cash collateral in an amount equal to 103% of the outstanding Letter of Credit Liabilities to secure all of the Obligations (including estimated reasonable and documented out-of-pocket attorneys’ fees and other expenses) relating to said Letters of Credit, pursuant to a cash pledge agreement in form and substance reasonably satisfactory to Agent.

(d) CurrencyDue. If, notwithstanding the terms of this Agreement or any other Loan Document, Agent receives any payment from or on behalf of Borrowers or any other Person in a currency other than the Currency Due, Agent may convert the payment (including the monetary proceeds of realization upon any Collateral and any funds then held in a cash collateral account) into the Currency Due at exchange rate selected by Agent in the manner contemplated by Section 6.3(b) and Borrowers shall jointly and severally reimburse Agent, within two (2) Business Days following Agent’s demand therefor, for all reasonable costs they incur with respect thereto. To the extent permitted by law, the obligation shall be satisfied only to the extent of the amount actually received by Agent upon such conversion. The value of any and all assets of a Loan Party valued in Canadian Dollars shall be converted to Dollars in accordance with Agent’s customary practices and procedures and conversion rate.

1.8	Prepayments / Voluntary Termination / Application of Prepayments.

(a) CertainMandatory Prepayment Events. Borrowers shall be required to prepay the unpaid principal balance of the Revolving Loans within three (3) Business Days following the date of each and every Prepayment Event (and within three (3) Business Days following any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case without any demand or notice from Agent or any other Person, all of which is hereby expressly waived by Borrowers, in the amount of 100% of the proceeds (net of documented reasonable out-of-pocket costs and expenses incurred in connection with the collection of such proceeds, in each case payable to Persons that are not Affiliates of any Loan Party) received by any Loan Party with respect to such Prepayment Event.

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(b) VoluntaryTermination of Loan Facilities. Borrowers may, on at least ten (10) days’ prior and irrevocable written notice received by Agent (or such shorter period as Agent may agree), permanently terminate the Loan facilities by repaying all of the outstanding Obligations, including all principal, interest and fees with respect to the Revolving Loans, and the Prepetition ABL Credit Agreement Premium; provided, that the Borrowers shall only need to provide at least five (5) Business Days’ (or such shorter period as Agent may agree) prior and irrevocable written notice to permanently terminate the Loan facilities pursuant to this Section 1.8(b) if such termination is in connection with (i) a refinancing of the Loans which results in a repayment of all of the outstanding Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted) or (ii) an acquisition or disposition transaction by the Loan Parties; provided, further, that any such notice of termination required by this Section 1.8(b) may state that such notice is conditioned upon the effectiveness of a specified condition, in which case such notice may be revoked by Borrowers (by notice to Agent on or prior to the specified effective date) if such condition is not satisfied. If, on the date of a voluntary termination pursuant to this Section 1.8(b), there are any outstanding Letters of Credit, then on such date, and as a condition precedent to such termination, Borrowers shall provide to Agent cash collateral in an amount equal to 103% of the outstanding Letter of Credit Liabilities to secure all of the Obligations (including estimated reasonable and documented out-of-pocket attorneys’ fees and other expenses) relating to said Letters of Credit, pursuant to a cash pledge agreement in form and substance reasonably satisfactory to Agent. From and after such date of termination, Lenders shall have no obligation whatsoever to extend any additional Loans or Letters of Credit and all of their lending commitments hereunder shall be terminated.

(c) VoluntaryReduction of Maximum Revolving Facility Amount. Borrowers may, at their option from time to time, permanently reduce the aggregate Maximum Revolving Facility Amount upon at least ten (10) days’ prior written notice to Agent (or such shorter period as Agent may agree), which notice shall specify the amount and effective date of the reduction and shall be irrevocable once given; provided, that any such notice delivered pursuant to this Section 1.8(c) may state that such reduction in the Maximum Revolving Facility Amount is conditioned upon the effectiveness of a specified condition, in which case such notice may be revoked by Borrowers (by notice to Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction (i) shall be in a minimum amount of $1,000,000, (ii) shall not reduce the Maximum Revolving Facility Amount to an amount less than the sum of (A) the aggregate principal amount of Revolving Loans outstanding at such time plus (B) the amount of all Letter of Credit Liabilities (unless accompanied by a corresponding prepayment of such outstanding Revolving Loans and/or cash collateralization of Letter of Credit Liabilities reasonably satisfactory to Agent), and (iii) shall not reduce the Maximum Revolving Facility Amount to an amount less than $75,000,000. On the effective date of each permanent reduction of the Maximum Revolving Facility Amount, Borrowers will be required to pay the Prepetition ABL Credit Agreement Premium in the amount specified in the Fee Letter with respect to the amount by which the Maximum Revolving Facility Amount is reduced.

1.9	Obligations Unconditional.

(a) The payment and performance of all Obligations shall constitute the absolute and unconditional obligations of each Loan Party and shall be independent of any defense or rights of set-off, recoupment or counterclaim which any Loan Party or any other Person might otherwise have against Agent, any Lender or any other Person. All payments required by this Agreement and/or the other Loan Documents shall be made in Dollars (unless payment in a different currency is expressly provided otherwise in the applicable Loan Document).

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(b) If, at any time and from time to time after the Closing Date (or at any time before or after the Closing Date with respect to (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith, or (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case for purposes of this clause (y) pursuant to Basel III, regardless of the date enacted, adopted or issued), (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or application thereof, or (iii) compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any Governmental Authority, central bank or comparable agency (A) subjects Agent or any Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever with respect to any Loan Document, or changes the basis of taxation of payments to Agent or any Lender of any amount payable thereunder (other than (1) Indemnified Taxes, (2) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (3) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes), or (B) imposes on Agent or any Lender any other condition or increased cost in connection with the transactions contemplated thereby or participations therein, and the result of any of the foregoing is to increase the cost to Agent or any Lender of making or continuing any Loan or Letter of Credit or to reduce any amount receivable hereunder or under any other Loan Documents, then, in any such case, Borrowers shall promptly and jointly and severally pay to Agent or such Lender, when notified to do so by Agent or such Lender, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Agent or such Lender; provided*,* that Borrowers shall not be required to compensate Agent or any Lender for any increased costs or reductions incurred more than 180 days before the date that Agent or such Lender notifies Borrowers of such change giving rise to such increased costs or reductions and of Agent’s or such Lender’s intention to claim compensation therefor; provided, further, that, if such change giving rise to such increased costs is retroactive, then the 180 day period referred to above shall be extended to indicate the period of retroactive effect thereof. Each such notice of additional amounts payable pursuant to this Section 1.9(b) submitted by Agent or any Lender to Borrowing Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

(c) This Section 1.9 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Obligations.

1.10 Reversal ofPayments. To the extent that any payment or payments made to or received by Agent or any Lender pursuant to this Agreement or any other Loan Document are subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid to any trustee, receiver or other Person under any state, federal or other bankruptcy or other such applicable law, then, to the extent thereof, such amounts (and all Liens, rights and remedies therefore) shall be revived as Obligations (secured by all such Liens) and continue in full force and effect under this Agreement and under the other Loan Documents as if such payment or payments had not been received by Agent or such Lender. This Section 1.10 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Obligations.

1.11 IndependentObligations. The Revolving Loans shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (a) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make the Revolving Loans (or other extension of credit) hereunder, nor shall any commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (b) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

1.12	Revolving Loans by Agent and Settlement Among Lenders.

(a) Agent, on behalf of the Lenders, shall disburse all Loans and other advances to the Borrowing Agent and shall handle all collections of Collateral and repayment of all Obligations. If Agent elects to require that any Lender make funds available to Agent prior to a disbursement by Agent to Borrowing Agent, Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Revolving Loan requested by Borrowers no later than noon (Eastern time) on the date of funding of such Revolving Loan, and each such Lender shall pay Agent on such date such Lender’s Pro Rata Share of such requested Revolving Loan, in same day funds, by wire transfer to an account of Agent identified in writing by Agent to Lenders from time to time; provided, that no Lender shall have an obligation to make any Revolving Loan, if (i) one or more of the applicable conditions precedent set forth in Section 1.6 will not be satisfied on the requested date for the applicable Revolving Loan unless such condition has been waived by Required Lenders, or (ii) the requested Revolving Loan would exceed the Excess Availability on such requested date for the applicable Revolving Loan. It is understood that for purposes of advances to the Borrowing Agent and for purposes of this Section 1.12, unless Agent has made the election referred to in the immediately preceding sentence, Agent will be using the funds of Agent, and pending settlement, all interest accruing on such advances shall be payable to Agent.

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(b) Unless Agent shall have been notified in writing by any Lender prior to any advance to the Borrowing Agent that such Lender will not make the amount which would constitute its Pro Rata Share of the borrowing on such date available to Agent, Agent may assume that such Lender shall make such amount available to Agent on a Settlement Date, and in reliance upon such assumption, Agent may make available to the Borrowing Agent a corresponding amount. A certificate of Agent submitted to any Lender with respect to any amount owing under this subsection shall be conclusive, absent manifest error. Nothing contained herein shall be deemed to obligate Agent to make available to the Borrowers the full amount of a requested advance when Agent has any notice (written or otherwise) that any of the Lenders will not advance its Pro Rata Share thereof.

(c) It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans (including Protective Advances) shall take place on a periodic basis in accordance with the following provisions:

(i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent in its sole discretion (1) for itself, with respect to the outstanding Protective Advances, and (2) with respect to any Loan Party’s or any of their Subsidiaries’ payments or other amounts received, as to each by notifying the Lenders by facsimile, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans (including Protective Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (y) if the amount of the Revolving Loans (including Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Revolving Loans (including Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Protective Advances), and (z) if the amount of the Revolving Loans (including Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Agent’s Office, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Protective Advances and, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii) In determining whether a Lender’s balance of the Revolving Loans (including Protective Advances) is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans (including Protective Advances) as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.

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(iii) Between Settlement Dates, Agent, to the extent Protective Advances are outstanding, may pay over to Agent any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Protective Advances. During the period between Settlement Dates, Agent with respect to Protective Advances, and each Lender with respect to the Revolving Loans other than Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Agent or the Lenders, as applicable.

(iv) Anything in this Section 1.12 to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 10.21.

1.13	Super-Priority Nature of Obligations and Agent’sLiens; Payment of Obligations.

(a) Subject to the Carve-Out, the Agent’s Liens on the Collateral of the Loan Parties, claims and other interests of the Debtors are superpriority liens as set forth in the Interim DIP Order and the Final DIP Order. Upon entry of the applicable DIP Order, the Liens granted by the Debtors to the Agent for the benefit of the Lenders on the Collateral shall be valid and automatically perfected (if and to the extent required to be perfected under this Agreement or any other Loan Document) with the priority set forth in the applicable DIP Order.

(b) Upon the maturity (whether by acceleration or otherwise) of any of the Obligations under this Agreement or any of the other Loan Documents, the Agent and the Lenders shall be entitled to immediate payment of such Obligations without further application to or order of the Bankruptcy Court, subject to the terms of the Interim DIP Order and the Final DIP Order.

1.14 Conversion toExit ABL Facility. Subject to the last sentence of this paragraph, upon the satisfaction or waiver by each Lender of each of the conditions set forth in Annex I, automatically and without any further consent or action required by the Agent or any Lender, (i) each Loan and Letter of Credit hereunder shall be continued as a loan or letter of credit under the Exit ABL Facility, (ii) the Loan Parties shall assume all obligations in respect of the Loans and Letters of Credit that are converted into Exit ABL Loans and deemed funded under the Exit ABL Facility and all Letters of Credit that are issued as Exit ABL Letters of Credit under the Exit ABL Facility and all other monetary obligations in connection therewith, (iii) each Lender (or any of its Affiliates or Approved Funds) hereunder shall be a lender under the Exit ABL Facility and (iv) this Agreement shall terminate and be superseded and replaced in its entirety by, and deemed amended and restated in its entirety in the form of, the Exit ABL Facility (with such changes and insertions thereto, as are reasonably satisfactory to the Agent, the Lenders and the Borrowers, incorporated as necessary to make any technical changes necessary to effectuate the intent of this Section 1.14 and which are otherwise consistent with the Exit ABL Term Sheet), and each of the Revolving Commitments hereunder shall automatically become Exit ABL Commitments. Notwithstanding the foregoing, all obligations of the Borrowers and the other Loan Parties to the Agent and the Lenders under this Agreement and any other Loan Document which are expressly stated in this Agreement or such other Loan Document as surviving such agreement’s termination shall, as so specified, survive without prejudice and remain in full force and effect. Notwithstanding the foregoing, this Section 1.14 shall cease to apply if the Revolving Commitments have been terminated pursuant to Section 7.2.

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2.	INTEREST AND FEES; LOAN ACCOUNT.
2.1	Interest.
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(a) Subject to the provisions hereof (including this Section 2.1(a) and Section 2.1(d)), all Loans and other monetary Obligations shall bear interest at the interest rate(s) set forth in Section 3 of Schedule A, and accrued interest shall be payable (a) on the first day of each month in arrears, (b) upon a prepayment of such Loan in accordance with Section 1.8, and (c) on the Maturity Date; provided, that after the occurrence and during the continuation of an Event of Default, all Loans and other monetary Obligations shall bear interest at a rate per annum equal to two (2) percentage points in excess of the rate otherwise applicable thereto (the “DefaultRate”), and all such interest shall be payable on demand in cash. Changes in the interest rate shall be effective as of the date of any change in the ABR Index Rate or SOFR Index Rate, as applicable. Subject to the terms and conditions set forth herein, all Loans shall be SOFR Index Rate Loans or under the circumstances set forth in Section 2.1(d), ABR Index Rate Loans; provided, that if an Event of Default has occurred and is continuing, the interest rate applicable to all Loans and other Obligations may be converted to the ABR Index Rate at the election of Agent.

(b) Any SOFR Index Rate Loan shall bear interest at the SOFR Index Rate for a period commencing on the first day of a calendar month and ending on the last day of such calendar month (the “Interest Period”) unless and until converted to Loans bearing interest at the ABR Index Rate in accordance with Section 2.1(a) or Section 2.1(d) below.

(c) The SOFR Index Rate may be adjusted by Agent on a prospective basis (provided that Agent is making such adjustment for similarly situated borrowers) to take into account any increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of maintaining loans under this Agreement bearing interest based upon the SOFR Index Rate. In any such event, Agent shall give Borrowers notice of such a determination and adjustment (it being understood that such notice requirement will be deemed satisfied by such information being made available to Borrowers on an Approved Electronic System designated by Agent for such purpose) and, upon its receipt of the notice from Agent, Borrowers may, by notice to Agent (A) require Agent to furnish to Borrowers a statement setting forth the basis for adjusting the SOFR Index Rate and the method for determining the amount of such adjustment or (B) repay the portion of the Loans bearing interest based upon the SOFR Index Rate with respect to which such adjustment is made. Upon any such repayment, Borrowers shall also pay accrued interest on the amount so repaid.

(d) Inability to Determine Rate; Illegality.

(i) If, in connection with any request for a Loan based on the SOFR Index Rate, (A) Agent determines that (1) adequate and reasonable means do not exist for determining the SOFR Index Rate with respect to any such proposed or existing Loan, and (2) the circumstances described in clause (iii)(A) below do not apply (in each case with respect to this clause (i)(A), “Impacted Loans”), or (B) Agent determines, in good faith, that a Market Disruption Event has occurred, Agent will promptly so notify Borrowing Agent and each Lender, in each case, in writing. Thereafter, (1) the obligation of Lenders to make or maintain Loans based on the SOFR Index Rate shall be suspended (to the extent of the affected Loans), and (2) in the event of a determination described in the preceding sentence with respect to the SOFR Index Rate component of the Base Rate, the utilization of the SOFR Index Rate component in determining the Base Rate shall be suspended, in each case until Agent revokes such notice in writing. Upon receipt of such notice, Borrowing Agent may revoke any pending request for a borrowing of Loans based on the SOFR Index Rate (to the extent of the affected Loans).

(ii) Notwithstanding the foregoing, if Agent has made the determination described in clause (i)(A) above, Agent, in consultation with Borrowing Agent, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (A) Agent revokes the notice delivered in writing with respect to the Impacted Loans under clause (i)(A) above, (B) Agent notifies Borrowing Agent in writing that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of the Impacted Loans, or (C) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest, or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing, and provides Agent, the other Lenders, and Borrowing Agent written notice thereof.

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(iii) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Required Lenders or Agent determines (which determination shall be conclusive and binding upon all parties hereto absent manifest error), that:

A. adequate and reasonable means do not exist for ascertaining the SOFR Index Rate, including, without limitation, because the SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary;

B. the administrator of the SOFR Screen Rate or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which SOFR or the SOFR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or

C. syndicated loans currently being executed, or that include language similar to that contained in this Section 2.1(d), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace SOFR;

then, reasonably promptly after such determination by Agent or the Required Lenders, as applicable, Agent may amend this Agreement to replace SOFR with (A) the ABR Index Rate, or (B) if administratively feasible and acceptable to Agent in its sole discretion, another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks (such as the margin applicable thereto) (any such proposed rate, a “SOFR Successor Rate”). Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after Agent shall have posted such proposed amendment to Lenders and Borrowers. Such SOFR Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent such market practice is not administratively feasible for Agent, such SOFR Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent.

(iv) If no SOFR Successor Rate has been determined and either the circumstances under clause (iii)(A) above exist or the Scheduled Unavailability Date has occurred (as applicable), Agent will promptly so notify Borrowing Agent and each Lender in writing. Thereafter, (1) the obligation of the Lenders to make or maintain Loans based in the SOFR Index Rate shall be suspended (to the extent of the affected Loans), and (2) the SOFR Index Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, Borrowers may revoke any pending request for a borrowing of Loans based on the SOFR Index Rate (to the extent of the affected Loans) or, failing that, will be deemed to have converted such request into a request for Loans bearing interest at the ABR Index Rate in the amount specified therein. In connection with the implementation of a SOFR Successor Rate, Agent will have the right to make SOFR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such SOFR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

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(v) Notwithstanding anything else herein, any definition of SOFR Successor Rate shall provide that in no event shall such SOFR Successor Rate be less than the Floor for purposes of this Agreement.

Anything to the contrary contained herein notwithstanding, no Lender is required to actually match fund any Obligation as to which interest accrues based on SOFR Index Rate.

(e) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

(f) Any provision of this Agreement that would oblige a Canadian Loan Party to pay any fine, penalty or rate of interest on any arrears of principal or interest secured by a mortgage on real property or hypothec on immovables that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

2.2 Fees. Borrowers shall jointly and severally pay to Agent, for its own benefit or the benefit of Lenders as indicated in the Fee Letter, the fees set forth in the Fee Letter, on the dates set forth therein, which fees are in addition to all fees and other sums payable by Borrowers or any other Person to Agent or any Lender under this Agreement or under any other Loan Document, and, in each case are not refundable once paid (unless otherwise expressly provided herein, in the Fee Letter or such other Loan Document).

2.3 Computation ofInterest and Fees. All interest and fees shall be calculated daily on the outstanding monetary Obligations based on the actual number of days elapsed in a year of 360 days.

2.4 Loan Account;Monthly Accountings. Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) in which Borrowers will be charged with all Revolving Loans made by Lenders to Borrowers or for Borrowers’ account, including Revolving Loans, interest, fees, expenses and any other Obligations in respect of Revolving Loans. The Loan Account will be credited with all amounts received by Agent from Borrowers or for Borrowers’ account, including, as set forth below, all amounts received in the Administrative Agent Account. Agent shall send Borrowing Agent a monthly statement reflecting the activity in the Loan Account. Absent manifest error, each such statement shall be final, conclusive and binding on Borrowers, except for a notice of objection which Borrowing Agent may send to Agent within fifteen (15) days from the date upon which the monthly statement of activity in the Loan Account is sent. Borrowers hereby authorize Agent to charge the Loan Account with the amount of all principal, interest, fees, expenses and other payments to be made hereunder and under the other Loan Documents with respect to Obligations owing in respect of Revolving Loans. Agent may, but shall not be obligated to, discharge Borrowers’ payment obligations hereunder by so charging the Loan Account (but solely to the extent any Borrower shall have not otherwise paid the amount of such payment obligation).

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2.5	Further Obligations; Maximum Lawful Rate.

(a) With respect to all monetary Obligations for which the interest rate is not otherwise specified herein (whether such Obligations arise hereunder or under any other Loan Document, or otherwise), such Obligations shall bear interest at the rate(s) in effect from time to time with respect to the applicable Loan to which such Obligations relate and shall be payable upon demand by Agent. In no event shall the interest charged with respect to any Loan or any other Obligation exceed the maximum amount permitted under applicable law. Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable or other amounts hereunder or under any other Loan Document (the “Stated Rate”) would exceed the highest rate of interest or other amount permitted under any applicable law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest and other amounts payable shall be equal to the Maximum Lawful Rate; provided, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrowers shall, to the extent permitted by applicable law, continue to pay interest and such other amounts at the Maximum Lawful Rate until such time as the total interest and other such amounts received is equal to the total interest and other such amounts which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable or such other amounts payable. Thereafter, the interest rate and such other amounts payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest or other such amounts received by Agent, for the benefit of Lenders, exceed the amount which it could lawfully have received had the interest and other such amounts been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, Agent, for the benefit of Lenders, has received interest or other such amounts hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of the Loans or to other Obligations (other than interest) payable hereunder, and if no such principal or other Obligations are then outstanding, such excess or part thereof remaining shall be paid to Borrowers. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

(b) Notwithstanding the generality of Section 2.5(a), if any provision of this Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to Agent or Lenders in an amount or calculated at a rate which would result in receipt by Agent or Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by Agent or Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to Lenders under Section 2.1, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to Agent or any Lender which would constitute “interest” for purposes of Section 347 of the CriminalCode (Canada). Notwithstanding the foregoing, all adjustments contemplated thereby, if Agent or any Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, by notice in writing to Agent, to obtain reimbursement from Agent and Lenders in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by Agent and Lenders to the Borrowers. Any amount or rate of interest referred to in this Section 2.5(b) shall be determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loans remain outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Maturity Date and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent shall be conclusive for the purposes of such determination.

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3.	SECURITY INTEREST GRANT / POSSESSORY COLLATERAL / FURTHER ASSURANCES.

3.1 Grant of SecurityInterest. To secure the full payment and performance of all of the Obligations and subject to the Interim DIP Order and Final DIP Order, each Loan Party hereby assigns to Agent, for the benefit of Lenders, and grants to Agent, for the benefit of Lenders, a continuing security interest in all property of such Loan Party, whether tangible or intangible, real or personal, now or hereafter owned, existing, acquired or arising and wherever now or hereafter located, and whether or not eligible for lending purposes, including: (a) all Accounts (whether or not Eligible Billed Accounts, Eligible Foreign Billed Accounts or Eligible Unbilled Accounts) and all Goods whose sale, lease or other disposition by such Loan Party has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such Loan Party; (b) all Chattel Paper (including Electronic Chattel Paper), Instruments, Documents, and General Intangibles (including all Copyright Collateral, Patent Collateral, Trademark Collateral, trade secrets, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contracts rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all Inventory (whether or not Eligible Inventory); (d) all Goods (other than Inventory), including Equipment, Farm Products, Health-Care-Insurance Receivables, vehicles, and Fixtures; (e) all Investment Property, including, without limitation, all rights, privileges, authority, and powers of such Loan Party as an owner or as a holder of Pledged Equity, including, without limitation, all economic rights, all control rights, authority and powers, and all status rights of such Loan Party as a member, equity holder or shareholder, as applicable, of each Issuer; (f) all Deposit Accounts, bank accounts, deposits and cash; (g) all Letter-of-Credit Rights; (h) all Commercial Tort Claims listed in Section 42 of the Information Certificate(s); (i) all Supporting Obligations; (j) any other property of such Loan Party now or hereafter in the possession, custody or control of Agent or any agent or any parent, Affiliate or Subsidiary of Agent or any Participant with Agent in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), (k) all proceeds of Avoidance Actions (but not Avoidance Actions), (l) all “DIP Collateral” (or any equivalent or similar term describing property in which Liens are granted as security for the Obligations) under and as defined in the DIP Orders and (m) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including proceeds of all insurance policies insuring the foregoing property, and all of such Loan Party’s books and records relating to any of the foregoing and to such Loan Party’s business. Notwithstanding the foregoing, no Loan Party shall pledge, and the Collateral shall not include Excluded Collateral; provided that, none of the assets included in the Borrowing Base shall constitute Excluded Collateral.

3.2 PossessoryCollateral. Subject to the DIP Orders and any other order of the Bankruptcy Court, promptly upon Agent’s request, but in any event no later than ten (10) Business Days (or such later date as Agent may agree in its discretion) after such request, such Loan Party shall deliver to the Agent the original of any Collateral evidenced by an agreement, Instrument or Document, including any Tangible Chattel Paper, in each case with a value in excess of $1,500,000, and any Investment Property consisting of certificated securities, together with an appropriate endorsement or other specific evidence of assignment thereof to Agent (in form and substance acceptable to Agent). If an endorsement or assignment of any such items shall not be made for any reason, Agent is hereby irrevocably authorized, as attorney and agent-in-fact (coupled with an interest) for each Loan Party, to endorse or assign the same on such Loan Party’s behalf.

3.3	Further Assurances.

(a) Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary (other than an Excluded Subsidiary), acquires any direct or indirect Subsidiary after the Closing Date (other than an Excluded Subsidiary), within ten (10) Business Days after such event (or such later date as permitted by Agent in its sole discretion) (i) cause such new Subsidiary to become a Loan Party and to grant Agent, for the benefit of Lenders, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (other than assets constituting Excluded Collateral), (ii) provide, or cause the applicable Loan Party to provide, to Agent, for the benefit of Lenders, a pledge agreement and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (iii) provide to Agent all other documentation as it may reasonably require, including one or more opinions of counsel reasonably satisfactory to Agent if Agent reasonably determines such opinion of counsel is required, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above.

(b) [Reserved].

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(c) Each Loan Party shall, at its own cost and expense, promptly and duly take, execute, acknowledge and deliver (and/or use commercially reasonable efforts to cause such other applicable Person to take, execute, acknowledge and deliver) all such further acts, documents, agreements and instruments as Agent shall deem reasonably necessary in order to (i) carry out the intent and purposes of the Loan Documents and the transactions contemplated thereby, (ii) establish, create, preserve, protect and perfect a first priority lien (subject only to Permitted Liens) in favor of Agent, for the benefit of Lenders, in all Collateral (wherever located) from time to time owned by the Loan Parties, (iii) cause each Loan Party to guarantee all of the Obligations, all pursuant to documentation that is in form and substance satisfactory to Agent in its Permitted Discretion and (iv) facilitate the collection of the Collateral. Without limiting the foregoing, each Loan Party shall, at its own cost and expense, promptly and duly take, execute, acknowledge and deliver (and/or use commercially reasonable efforts to cause such other applicable Person to take, execute, acknowledge and deliver) to Agent all promissory notes, security agreements, agreements with landlords, mortgagees and processors and other bailees, subordination and intercreditor agreements and other agreements, instruments and documents, in each case in form and substance reasonably acceptable to Agent, as Agent may request from time to time to perfect, protect, and maintain Lender’s security interests in the Collateral, including the required priority thereof, and to fully carry out the transactions contemplated by the Loan Documents.

3.4 UCC and PPSAFinancing Statements. Each Loan Party authorizes Agent to file, transmit, or communicate, as applicable, from time to time, Uniform Commercial Code and/or PPSA financing statements and finance change statements, along with amendments and modifications thereto, in all filing offices selected by Agent, listing such Loan Party as the debtor and Agent as the secured party, and describing the collateral covered thereby in such manner as Agent may elect, including using descriptions such as “all personal property of debtor” or “all assets of debtor” or words of similar effect. Each Loan Party also hereby ratifies its authorization for Agent to have filed in any filing office any financing statements filed prior to the date hereof.

3.5 Valid SecurityInterest. Each Loan Party and Agent hereby acknowledge that (a) value has been given, (b) such Loan Party has rights in the Collateral in which it has granted a security interest, (c) this Agreement constitutes a security agreement as that term is defined in the PPSA, and (d) the security interest attaches upon the execution of this Agreement (or in the case of any after-acquired property, at the time of acquisition thereof).

3.6	[Reserved].
4.	CERTAIN PROVISIONS REGARDING ACCOUNTS, INVENTORY, COLLECTIONS, APPLICATIONS OF PAYMENTS, INSPECTION RIGHTS,<br>AND APPRAISALS.
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4.1	Lock Boxes and Blocked Accounts.
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(a) Subject to the DIP Orders, each Loan Party hereby represents and warrants that all Deposit Accounts and all other depositary and other accounts maintained by each Loan Party are described in Section 41 of the Information Certificate(s), which description includes for each such account, the name of the Loan Party maintaining such account, the name of the financial institution at which such account is maintained, the account number, and the purpose of such account.

(b) Subject to the DIP Orders, after the Closing Date, no Loan Party shall open any new Deposit Accounts or any other depositary or other accounts without the prior written consent of Agent and without updating Section 41 of the Information Certificate(s) to reflect such Deposit Accounts or other accounts, as applicable. No Deposit Accounts or other accounts of any Loan Party shall at any time constitute an Excluded Deposit Account other than accounts expressly indicated in Section 41 of the Information Certificate(s) (as the same may be updated from time to time in accordance with this Agreement) as being an Excluded Deposit Account (and each Loan Party hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Excluded Deposit Account to qualify as an Excluded Deposit Account).

(c) Subject to the DIP Orders, each Loan Party will, at its expense, establish (and revise from time to time as Agent may require in its Permitted Discretion) procedures acceptable to Agent, in Agent’s Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party’s Accounts and other Collateral (“Collections”), which shall include if requested by the Agent directing all Account Debtors to (i) send all payments on Accounts directly to a post office box designated by Agent either in the name of such Loan Party (as to which, during a Cash Dominion Period, Agent shall have exclusive access) or, at Agent’s option during a Cash Dominion Period, in the name of Agent (a “Lock Box”), and/or (ii) if payments are made electronically, make all payments in respect of Accounts directly into one or more Controlled Accounts maintained in the name of such Loan Party (but as to which Agent has exclusive access) (each, a “Blocked Account”), in each case with a depository bank acceptable to Agent and as to which (if requested by Agent) Agent shall have exclusive access during any Cash Dominion Period or, at Agent’s option during a Cash Dominion Period, into the Administrative Agent Account.

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(d) Subject to the DIP Orders, each Loan Party shall, if elected by the Agent. be subject to cash dominion at all times during a Cash Dominion Period. At any time that a Cash Dominion Period is in effect, if elected by the Agent, cash on hand and Collections which are received into any Blocked Account or Lock Box shall be liquidated and the cash proceeds thereof, shall be swept on a daily basis into the Administrative Agent Account, or as otherwise directed by Agent, and used to prepay Loans outstanding under this Agreement in accordance with Section 4.1. Borrowers authorize Agent to maintain the Administrative Agent Account for the deposit of remittances received in the Lock Box and receipt of Collections received electronically in any Blocked Account. All collections and other amounts received by the Loan Parties from any Account Debtor, in addition to all other cash received by the Loan Parties from any other source, shall upon receipt be forwarded to the Lock Box in the form received or deposited into a Blocked Account. Agent will, upon receipt in the Administrative Agent Account, apply all such payments to the Loan Account, conditional upon final collection; credit will be given only for cleared funds received prior to 2:00 p.m. (New York time) by Agent in the Administrative Agent Account; provided, however, that for purposes of calculating interest due to the Lenders, credit will be given to collections on the Business Day following the date of receipt by Agent of cleared funds. Provided no Event of Default shall have occurred and be continuing and no Cash Dominion Period shall be continuing, any resulting credit balance in the Administrative Agent Account following application to amounts outstanding under the Loans shall be made available to Borrowers no later than two (2) Business Days after receipt of such cleared funds. Borrowers hereby agree to, and will cause the other Loan Parties to, endorse any Collections upon the request of Agent. In all cases, the Loan Account will be credited only with the net amounts actually received. Notwithstanding the foregoing in this Section 4.1(d) or anything else in this Agreement to the contrary, at any time that a Cash Dominion Period is in effect, the Loan Parties shall be permitted to apply proceeds to the extent required or permitted under or otherwise contemplated by the DIP Orders and the Cash Management Order and in accordance with the Approved Budget prior to any sweep to prepay Loans outstanding hereunder.

(e) Subject to the DIP Orders, each Loan Party agrees to execute, and to cause its depository banks and other account holders to execute, (i) Control Agreements with respect to each Collateral Account and (ii) such Lock Box agreements and other documentation as Agent shall require from time to time in its Permitted Discretion to effectuate the provisions of this Section 4.1, all in form and substance acceptable to Agent in its Permitted Discretion, and in any event, subject to Section 5.28, such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or prior to any such account being opened with respect to any such account opened after the date hereof, in each case excluding Excluded Deposit Accounts.

(f) Subject to the DIP Orders, on the Closing Date, each Loan Party shall provide Agent with online read-only access to such Loan Party’s Deposit Accounts and investment accounts constituting securities accounts and maintain such access in effect for Agent throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Agent in its Permitted Discretion.

4.2 Application ofPayments. Subject to the DIP Orders and Section 4.1, all amounts paid to or received by Agent or any Lender in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of Default shall then be continuing, in which event Agent may disregard Borrowing Agent’s direction), be applied by Agent to the Obligations in such order as Agent (with the consent of the Required Lenders) may elect, and absent such election shall be applied as follows:

(a) FIRST, to reimburse Agent for all fees and out-of-pocket costs and expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement and/or any of the other Loan Documents,

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(b) SECOND, to any accrued but unpaid interest on any Protective Advances,

(d) FOURTH, ratably to reimburse each Lender for all fees (including the Prepetition ABL Credit Agreement Premium) and out-of-pocket costs and expenses, and all indemnified losses, incurred by each Lender which are reimbursable to such Lender in accordance with this Agreement and/or any of the other Loan Documents,

(e) FIFTH, ratably to any unpaid accrued interest on the Obligations,

(f) SIXTH, ratably to the outstanding principal of the Obligations, and, to the extent required by this Agreement, to cash collateralize Letter of Credit Liabilities, and

(g) SEVENTH, to the payment of any other outstanding Obligations; and after payment in full in cash of all of the outstanding monetary Obligations, any further amounts paid to or received by Agent or any Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts will be credited to the Loan Account and the Collateral balances to which they relate upon Agent’s receipt of an advice from Agent’s Bank (set forth in Section 5 of Schedule A) that such items have been credited to Agent’s account at Agent’s Bank (or upon Agent’s deposit thereof at Agent’s Bank in the case of payments received by Agent in kind), in each case subject to final payment and collection. However, for purposes of computing interest on the Obligations, such items shall be deemed applied by Agent two Business Days after Agent’s receipt of advice of deposit thereof at Agent’s Bank.

4.3 Notification;Verification. Agent or its designee may, from time to time, (a) whether or not a Default or Event of Default has occurred: (i) verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Agent considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party or Agent or such other name as Agent may choose and (ii) notify Account Debtors of the Loan Parties that Agent has a security interest in the Accounts of the Loan Parties and (b) following the occurrence and during the continuance of an Event of Default (i) require any Loan Party to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner reasonably satisfactory to Agent, to reflect Agent’s security interest therein and payment instructions acceptable to Agent; (ii) direct such Account Debtors to make payment thereof directly to Agent; such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto; and (iii) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party hereby authorizes Account Debtors, upon the occurrence and during the continuance of an Event of Default, to make payments directly to Agent in accordance with the terms hereof and to rely on notice from Agent without further inquiry. Agent may on behalf of each Loan Party endorse all items of payment received by Agent that are payable to such Loan Party for the purposes described above.

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4.4	Power of Attorney.

Each Loan Party hereby grants to Agent an irrevocable power of attorney, coupled with an interest, authorizing and permitting Agent (acting through any of its officers, employees, attorneys or agents), at Agent’s option (and solely with respect to any actions taken by Agent under Section 4.4(a) below, in the exercise of its Permitted Discretion), but without obligation, with or without notice to such Loan Party, and at such Loan Party’s expense, to do any or all of the following, in such Loan Party’s name or otherwise:

(a) (i) execute on behalf of such Loan Party any documents that Agent may deem reasonably necessary in order to perfect, protect and maintain Agent’s security interests, and priority thereof, in the Collateral (including such financing statements, financing change statements, and continuation financing statements, and amendments or other modifications thereto, as Agent shall deem necessary or appropriate); (ii) endorse such Loan Party’s name on all checks and other forms of remittances received by Agent; (iii) receive and otherwise take control in any manner of any cash or non-cash items of payment or Proceeds of Collateral; (iv) endorse or assign to Agent on such Loan Party’s behalf any portion of Collateral evidenced by an agreement, Instrument or Document if an endorsement or assignment of any such items is not made by Borrowers pursuant to Section 3.2; and (v) receive, open and process all mail addressed to such Loan Party at any post office box/lockbox maintained by Agent for such Loan Party or at any other business premises of Agent with Collections to be promptly transferred to the Blocked Account and any mail unrelated to Collections to be promptly remitted to such Loan Party along with copies of all other mail addressed to such Loan Party and received by Agent; and

(b) after the occurrence and during the continuance of an Event of Default and subject to the terms and conditions of Section 7 of this Agreement and the terms and conditions of the DIP Orders: (i) execute on behalf of such Loan Party any document exercising, transferring or assigning any option to purchase, sell or otherwise dispose of or lease (as lessor or lessee) any real or personal property which is part of the Collateral or in which Agent has an interest; (ii) execute on behalf of such Loan Party any invoices relating to any Accounts, any draft against any Account Debtor, any proof of claim in bankruptcy, any notice of Lien or claim, and any assignment or satisfaction of mechanic’s, materialman’s or other Lien; (iii) except as otherwise provided in Section 4.3 hereof, execute on behalf of such Loan Party any notice to any Account Debtor; (iv) pay, contest or settle any Lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (v) grant extensions of time to pay, compromise claims relating to, and settle Accounts, Chattel Paper and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (vi) settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor; (vii) instruct any third party having custody or control of any Collateral or books or records belonging to, or relating to, such Loan Party to give Agent the same rights of access and other rights with respect thereto as Agent has under this Agreement or any other Loan Document; (viii) change the address for delivery of such Loan Party’s mail; (ix) vote any right or interest with respect to any Investment Property; (x) instruct any Account Debtor to make all payments due to such Loan Party directly to Agent; (xi) pay any sums required on account of such Loan Party’s taxes or to secure the release of any Liens therefor; and (xii) pay any amounts necessary to obtain, or maintain in effect, any of the insurance described in Section 5.14.

Any and all sums paid, and any and all costs, expenses, liabilities, obligations and reasonable attorneys’ fees incurred, by Agent with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations at such time. Each Loan Party agrees that Agent’s rights under the foregoing power of attorney and/or any of Agent’s other rights under this Agreement or the other Loan Documents shall not be construed to indicate that Agent is in control of the business, management or properties of such Loan Party.

4.5 Disputes. Each Loan Party agrees that it will not, without Agent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), compromise or settle any of its Accounts or Chattel Paper for less than the full amount thereof, grant any extension of time for payment of any of its Accounts or Chattel Paper, release (in whole or in part) any Account Debtor or other person liable for the payment of any of its Accounts or Chattel Paper or grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of its Accounts or Chattel Paper; except (unless otherwise directed by Agent during the existence of a Default or an Event of Default) such Loan Party may take any of such actions in the ordinary course of its business consistent with past practices or are otherwise consistent with the Approved Budget (subject to Permitted Variances), provided, that Borrowers promptly report the same to Agent.

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4.6	Inventory.

(a) Returns. No Loan Party will accept returns of any Inventory from any Account Debtor except in the ordinary course of its business. In the event the value of returned Inventory in any one calendar month exceeds $1,000,000 (collectively for all Loan Parties), Borrowers will promptly notify Agent (which notice shall specify the value of all such returned Inventory, the reasons for such returns, and the locations and the condition of such returned Inventory).

(b) Saleon Return, etc. No Loan Party will, without Agent’s prior written consent, at any time, sell any Inventory that Borrowers have then reported to Agent as then being Eligible Inventory on a sale-or-return, guaranteed sale, consignment, or other contingent basis.

(c) FairLabor Standards Act. Each Loan Party represents and warrants, and covenants that all of the Inventory of each Loan Party, to the knowledge of such Loan Party, is produced only in accordance in all material respects with the Fair Labor Standards Act of 1938 and all rules, regulations and orders promulgated thereunder.

4.7 Access toCollateral, Books and Records. At reasonable times during normal business hours (and prior to the occurrence and continuance of an Event of Default, following reasonable advance notice), Agent and/or its representatives or agents shall have the right to inspect the Collateral, and the right to conduct field examinations of each Loan Party’s assets, liabilities, books and records, including examining and copying each Loan Party’s books and records. Each Loan Party agrees to give Agent and/or its representatives or agents access to any or all of such Loan Party’s, and each of its Subsidiaries’, premises to enable Agent to conduct such inspections and examinations. Such inspections and examinations shall be at Borrowers’ expense and the charge therefor shall be $1,500 per person per day (or such higher amount as shall represent Agent’s then current standard charge, provided Agent is making such adjustment for similarly situated borrowers), plus out-of-pocket expenses; provided, that Borrowers shall only be required to reimburse Agent for up to two (2) such inspections and examinations in any Fiscal Year plus (a) one additional field examination in a Fiscal Year in the event that Excess Availability shall have been less than $5,000,000 at any time during such Fiscal Year and (b) any additional inspections and examinations that are conducted during the existence of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, Agent may, at Borrowers’ expense, use each Loan Party’s personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition of Collateral to the extent Agent, in its sole discretion, deems appropriate. Each Loan Party hereby irrevocably authorizes all accountants and other financial professional third parties to disclose and deliver to Agent, at Borrowers’ expense, all financial information, books and records, work papers, management reports and other information in their possession regarding the Loan Parties. Notwithstanding any of the foregoing, in no event shall the Loan Parties be required pursuant to the terms of this Section 4.7 to allow any such Person to inspect or examine, or be required to discuss, any records, documents or other information (i) that is prohibited or limited by applicable law, rule, regulation, contract or order of or with any Governmental Authority, or (ii) that is subject to attorney-client privilege.

4.8Appraisals. Each Loan Party will permit Agent and each of its representatives or agents to conduct appraisals and valuations of the Collateral at such times and intervals as Agent may designate. Such appraisals and valuations shall be at Borrowers’ expense; provided, that Borrowers shall only be required to reimburse Agent for up to two (2) appraisals and valuations in any Fiscal Year plus (a) one additional appraisal in a Fiscal Year in the event that Excess Availability shall have been less than $5,000,000 at any time during such Fiscal Year and (b) any additional appraisals and valuations that are conducted during the existence of an Event of Default.

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5.	REPRESENTATIONS, WARRANTIES AND COVENANTS.

To induce Agent and Lenders to enter into this Agreement, each Loan Party represents, warrants and covenants as follows (it being understood and agreed that (a) each such representation and warranty (i) will be made as of the date hereof and be deemed remade as of each date on which any Loan is made or Letter of Credit is issued (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date, in which case such representation or warranty will be made as of such earlier and/or specified date), and (ii) shall not be affected by any knowledge of, or any investigation by, Agent or any Lender and (b) each such covenant shall continuously apply with respect to all times commencing on the date hereof and continuing until the Termination Date):

5.1 Existence andAuthority. Each Loan Party is duly organized or incorporated, validly existing and in good standing under the laws of its jurisdiction of organization (which jurisdiction is identified in Section 3 of the Information Certificate(s)) and is qualified to do business in each jurisdiction in which the operation of its business requires that it be qualified (which each such jurisdiction is identified in Section 15 of the Information Certificate(s)), except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their businesses. Subject to the entry of the DIP Orders and the terms thereof, each Loan Party has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. Subject to the entry of the DIP Orders and the terms thereof, the execution, delivery and performance by each Loan Party of this Agreement and all of the other Loan Documents to which such Loan Party is a party have been duly and validly authorized, do not violate such Loan Party’s Organic Documents, or any law or any agreement or instrument or any court order which is binding upon any Loan Party or its property, do not constitute grounds for acceleration of any Indebtedness or obligation under any agreement or instrument which is binding upon any Loan Party or its property, and do not require the consent of any Person. Subject to the entry of the DIP Orders, the First Day Orders and the terms thereof, no Loan Party is required to obtain any government approval, consent, or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the execution, delivery or performance of any of the Loan Documents. This Agreement and each of the other Loan Documents have been duly executed and delivered by, and are enforceable against each of the Loan Parties who have signed them, in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 18 of the Information Certificate(s) sets forth the ownership of each Borrower. Section 20 of the Information Certificate(s) sets forth the ownership of each of Borrowers’ Subsidiaries.

5.2 Names; TradeNames and Styles. The name of each Loan Party set forth in Section 1 of the Information Certificate(s) is its correct and complete legal name as of the Closing Date. Listed in Section 8 of the Information Certificate(s) are all prior names used by each Loan Party at any time in the five years preceding the Closing Date, and no Loan Party will use any other name at any time in any tax filing made in any jurisdiction except as set forth in Section 1 or Section 8 of the Information Certificate. Listed in Section 7 of the Information Certificate(s) are all of the present and prior trade names used by any Loan Party at any time in the past five years. Borrowers shall give Agent at least fifteen (15) days’ prior written notice (or such shorter time as Agent may agree in its sole discretion), and will deliver an updated Section 7 or Section 8 of the Information Certificate(s), as applicable, to reflect the same, before it or any other Loan Party changes its legal name or does business under any other name.

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5.3 Title toCollateral; Third Party Locations; Permitted Liens. Each Loan Party has, and at all times will continue to have, good and marketable title to all of the Collateral, subject to dispositions permitted hereunder and Permitted Liens. The Collateral now is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Agent now has, and will at all times continue to have, a first-priority or second-priority, as applicable, pursuant to the terms of the DIP Orders, perfected and enforceable security interest in all of the Collateral, and each Loan Party will at all times defend Agent and each Lender and the Collateral against all claims of others. Prior to causing or permitting any Collateral to at any time be located upon premises other than the locations listed in Sections 27-32 of the Information Certificate(s), in which any third party (including any landlord, warehouseman, or otherwise) has an interest, Borrowers shall give Agent no less than 30 days written notice thereof (or such shorter time as Agent may agree in its sole discretion) and the applicable Loan Party shall use commercially reasonable efforts to cause each such third party to execute and deliver to Agent, in form and substance acceptable to Agent, such waivers, collateral access agreements, and subordinations as Agent shall specify, so as to, among other things, ensure that Agent’s rights in the Collateral are, and will at all times continue to be, superior to the rights of any such third party and that Agent has access to such Collateral. Each applicable Loan Party will keep at all times in full force and effect, and will comply in all payment and other material respects at all times with all the terms of, any lease of real property where any of the Collateral now or in the future may be located, subject to the expiration of such leases of real property by their terms.

5.4	Accounts, Chattel Paper and Inventory.

(a) As of each date reported by Borrowers, all Accounts which Borrowers have then reported to Agent as then being Eligible Billed Accounts, Eligible Foreign Billed Accounts or Eligible Unbilled Accounts, as the case may be, comply in all respects with the criteria for eligibility set forth in the definitions of Eligible Billed Accounts, Eligible Foreign Billed Accounts or Eligible Unbilled Accounts, respectively. All such Accounts and Chattel Paper are genuine and in all respects what they purport to be, arise out of a completed, bona fide and unconditional and non-contingent sale and delivery of goods or rendition of services by Borrowers in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto, each Account Debtor thereunder had the capacity to contract at the time any contract or other document giving rise to such Accounts and Chattel Paper were executed, and the transactions giving rise to such Accounts and Chattel Paper comply with all applicable laws and governmental rules and regulations.

(b) As of each date reported by Borrowers, all Inventory which Borrowers have then reported to Agent as then being Eligible Inventory complies in all respects with the criteria for eligibility set forth in the definition of Eligible Inventory.

5.5 ElectronicChattel Paper. To the extent that any Loan Party obtains or maintains any Electronic Chattel Paper with an individual or aggregate value in excess of $250,000, if requested by the Agent, such Loan Party shall at all times thereafter create, store and assign the record or records comprising such Electronic Chattel Paper in such a manner that (a) a single authoritative copy of the record or records exists which is unique, identifiable and except as otherwise provided below, unalterable, (b) the authoritative copy identifies Agent as the assignee of the record or records, (c) the authoritative copy is communicated to and maintained by Agent or its designated custodian, (d) copies or revisions that add or change an identified assignee of the authoritative copy can only be made with the participation of Agent, (e) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy and (f) any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision.

5.6	Capitalization; Investment Property.

(a) No Loan Party, directly or indirectly, owns, or shall at any time own, any Equity Interests of any other Person except as set forth in Sections 20 and 43 of the Information Certificate(s), which such Sections of the Information Certificate(s) list all Investment Property owned by each Loan Party, except in each case for Permitted Investments and except as permitted by Section 5.25(a).

(b) None of the Pledged Equity has been issued or otherwise transferred in violation of the Securities Act, or other applicable laws of any jurisdiction to which such issuance or transfer may be subject.

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(c) The Pledged Equity pledged by each Loan Party hereunder constitutes all of the issued and outstanding Equity Interests of each Issuer owned by such Loan Party.

(d) All of the Pledged Equity has been duly and validly issued and is fully paid and non-assessable, and the holders thereof are not entitled to any preemptive, first refusal, or other similar rights. There are no outstanding options, warrants or similar agreements, documents, or instruments with respect to any of the Pledged Equity.

(e) [Reserved].

(f) Subject to the DIP Orders, each Loan Party will take any and all actions required or reasonably requested by Agent, from time to time, to (i) cause Agent to obtain exclusive control of any Investment Property in a manner reasonably acceptable to Agent and (ii) obtain from any Issuers and such other Persons as Agent shall specify, for the benefit of Agent, written confirmation of Agent’s exclusive control over such Investment Property and take such other actions as Agent may request to perfect Agent’s security interest in any Investment Property. Subject to the DIP Orders, for purposes of this Section 5.6, Agent shall have exclusive control of Investment Property if (A) pursuant to Section 3.2, such Investment Property consists of certificated securities and the applicable Loan Party delivers such certificated securities to Agent (with all appropriate endorsements); (B) such Investment Property consists of uncertificated securities and either (x) the applicable Loan Party delivers such uncertificated securities to Agent or (y) the Issuer thereof agrees, pursuant to documentation in form and substance satisfactory to Agent, that it will comply with instructions originated by Agent without further consent by the applicable Loan Party, and (C) such Investment Property consists of security entitlements and either (x) Agent becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to documentation in form and substance satisfactory to Agent, that it will comply with entitlement orders originated by Agent without further consent by the applicable Loan Party. Each Loan Party that is a limited liability company or a partnership hereby represents and warrants that it has not, and at no time will, elect pursuant to the provisions of Section 8-103 of the UCC to provide that its Equity Interests are securities governed by Article 8 of the UCC and its Organic Documents do not, and will not, provide that the Equity Interests issued by it shall be “securities” for purposes of and as governed by and defined in Article 8 of the UCC (in each case, unless otherwise agreed by Agent in writing).

(g) No Loan Party owns, or has any present intention of acquiring, any “margin security” or any “margin stock” within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System (herein called “margin security” and “margin stock”). None of the proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry, any margin security or margin stock or for any other purpose which might constitute the transactions contemplated hereby a “purpose credit” within the meaning of said Regulations T, U or X, or cause this Agreement to violate any other regulation of the Board of Governors of the Federal Reserve System or the Exchange Act or any similar federal, provincial or territorial statute of Canada, or any rules or regulations promulgated under such statutes.

(h) No Loan Party shall vote to enable, or take any other action to cause or to permit, any Issuer to issue any Equity Interests of any nature, or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, in each case, unless pledged hereunder.

(i) No Loan Party shall take, or fail to take, any action that would in any manner impair the value or the enforceability of Agent’s Lien on any of the Investment Property, or any of Agent’s rights or remedies under this Agreement or any other Loan Document with respect to any of the Investment Property.

(j) In the case of any Loan Party which is an Issuer, such Issuer agrees that the terms of Section 7.3(g)(iii) of this Agreement shall apply to such Loan Party with respect to all actions that may be required of it pursuant to such Section 7.3(g)(iii) regarding the Investment Property issued by it.

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(k) In the event that any stock dividend, reclassification, readjustment or other change is made or declared in the capital structure of any Issuer, or any Loan Party acquires or in any other manner receives additional shares of stock, membership/limited liability company interests, partnership interests or other equity interests in any such Issuer, or any option included within the Pledged Equity with respect to the stock, membership/limited liability company interests, partnership interests or other equity interests of such Issuer is exercised, any and all such new, substituted or additional equity interests (together with all related rights associated therewith) issued by reason of any such change or exercise to any Loan Party shall immediately and automatically become subject to this Agreement and the pledge and grant of a security interest created by each Loan Party hereunder and each Loan Party hereby grants a security interest in any such future equity interests (together with all related rights associated therewith) to Agent to secure the Obligations. Subject to the DIP Orders, any and all certificates issued to any Loan Party with respect to any such new, substituted or additional Equity Interests shall be delivered to and held by Agent in the same manner as the Pledged Equity originally pledged hereunder. Promptly following the issuance of any such equity interests, any such Loan Party shall deliver written notice of such issuance to Agent, which such written notice shall include an update to Sections 20 and 43 of the Information Certificate(s), which shall upon delivery be deemed to have amended and restated the previously effective version of such Information Certificate.

5.7 Commercial TortClaims. As of the Closing Date, no Loan Party has any Commercial Tort Claims with a claimed value in excess of $1,000,000 individually pending other than those listed in Section 42 of the Information Certificate(s), and each Loan Party shall promptly notify Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party. Such notice shall constitute such Loan Party’s authorization to amend such Section 42 to add such Commercial Tort Claim and shall automatically be deemed to amend such Section 42 to include such Commercial Tort Claim.

5.8 Jurisdiction ofOrganization; Location of Collateral. Sections 14 and 27-32 of the Information Certificate(s) set forth (a) the chief executive office and registered office of each Loan Party (as determined under the PPSA), (b) all locations where all Inventory, Equipment, and other Collateral owned by each Loan Party is kept, and (c) whether each such Collateral location and/or chief executive office or registered office (as determined under the PPSA)) is owned by a Loan Party or leased (and if leased, specifies the complete name and notice address of each lessor). No Inventory that Borrowers have reported to Agent as being Eligible Inventory in the most recently delivered Borrowing Base Certificate is located outside the United States, Canada, or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 27-32 of the Information Certificate(s). Each Loan Party will give Agent at least fifteen (15) days’ prior written notice (or such shorter time as Agent may agree) prior to any changes to its jurisdiction of organization, or changing its chief executive office, registered office (as determined under the PPSA) or the location of its books and records.

5.9	Financial Statements and Reports.

(a) All financial statements delivered to Agent or any Lender by or on behalf of any Loan Party have been, and at all times will be, prepared in conformity with GAAP in all material respects (unless approved by Agent in its discretion) and completely and fairly reflect the financial condition of each Loan Party and its Subsidiaries covered thereby, at the times and for the periods therein stated, subject only, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes.

(b) [Reserved].

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5.10	Tax Returns and Payments; Pension Contributions.

(a) Each Loan Party has timely filed all tax returns and reports required by applicable law, has timely paid all applicable Taxes and assessments owing by such Loan Party and will timely pay all such items in the future as they became due and payable, except (i) Taxes that are being contested in good faith by appropriate proceedings and such Loan Party maintains adequate reserves therefor in conformity with GAAP, (ii) Taxes the non-payment of which is excused, permitted, or required by the Bankruptcy Code or (iii) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. No Loan Party is aware of any assessments or adjustments proposed for any prior tax years that could result in additional Taxes becoming due and payable by any Loan Party, except to the extent that such assessment or adjustment would not reasonably be expected to have a Material Adverse Effect. Except to the extent the same could not reasonably be expected to result, individually or together with all of the following events or conditions, in a Material Adverse Effect: each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable laws; each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code; there are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan; there has been no non-exempt “prohibited transaction” described in Section 406 of ERISA or Section 4975 of the Code or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in liabilities individually or in the aggregate on any Loan Party; no ERISA Event has occurred or is reasonably expected to occur; each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; no Loan Party or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; no Loan Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Section 4069 or Section 4212(c) of ERISA; and no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(b) As of the Closing Date, no Loan Party, nor any Subsidiary thereof, maintains, sponsors, administers, contributes to, participates in or has any liability in respect of any Canadian Defined Benefit Plan. Except as would not reasonably be expected to result in a Material Adverse Effect: (i) the Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and all other laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status, (ii) the Canadian Pension Plans have been administered and invested in compliance with their terms and requirements of law and there have been no improper withdrawals or application of the assets of the Canadian Pension Plans, (iii) there are no outstanding disputes concerning the assets of the Canadian Pension Plans, (iv) there are no taxes, penalties or interest owing in respect of any Canadian Pension Plan, (v) there has been no partial termination of any Canadian Pension Plan and no facts or circumstances have occurred or existed that could result, or be reasonably expected to result, in the declaration of a partial termination of any Canadian Pension Plan, (vi) all payments and contributions required to be made by any Loan Party, to or in respect of any Canadian Pension Plan have been made on a timely basis in accordance with the current terms of such plans and all requirements of law, and (vii) as of the date hereof, no Canadian Pension Event has occurred.

5.11	Compliance with Laws; Intellectual Property; Licenses.

(a) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable material laws and regulations, including those relating to the ownership, use or operations of real or personal property, the conduct and licensing of each Loan Party’s business, and safety and environmental matters applicable to any Loan Party.

(b) No Loan Party has received written notice of a material default or violation, nor is any Loan Party in material default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, provincial, territorial, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any material violation in any material respect of any provision of any applicable law. Except in each case as otherwise disclosed to Agent in writing, no Loan Party nor any real property owned, leased or used in a material portion of the business of any Loan Party is subject to any federal, provincial, territorial, state or local investigation to determine whether any remedial action is needed to address any hazardous materials or an environmental release (as that term is defined under environmental and health and safety laws) at, on, or under any real property currently leased, owned or used by a Loan Party nor is a Loan Party liable for any environmental release identified or under investigation at, on or under any real property previously owned, leased or used by a Loan Party. No Loan Party has any material contingent liability with respect to any environmental release, environmental pollution or hazardous material on any real property now or previously owned, leased or operated by it.

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(c) No Loan Party owns any registered Intellectual Property, except as set forth in Sections 35-37 of the Information Certificate(s). Except as set forth in Section 39 of the Information Certificate(s), none of the registered Intellectual Property owned by any Loan Party is the subject of any licensing or franchise agreement pursuant to which such Loan Party is the licensor or franchisor. Each Loan Party shall promptly (but in any event within the timeframe required by Section 5.15(c)(ii)) notify Agent in writing of any additional registered Intellectual Property acquired or arising after the Closing Date and submit to Agent a supplement to Sections 35-37 of the Information Certificate(s) to reflect such additional Intellectual Property rights in connection with each update or supplement to the Information Certificate contemplated by Section 5.15(c) (provided, that such Loan Party’s failure to do so shall not impair Agent’s security interest therein). Each Loan Party shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office, United States Copyright Office and/or the Canadian Intellectual Property Office, as applicable (provided, that such Loan Party’s failure to do so shall not impair Agent’s security interest therein). Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any written notice claiming that, any of such Intellectual Property infringes upon or violates the rights of any other Person.

(d) Each Loan Party has and will continue at all times to have all material federal, provincial, territorial, state, governmental, local and other licenses and permits required to be maintained in connection with such Loan Party’s business operations, and its ownership, use and operation of any real property, and all such licenses and permits, necessary for the operation of the business are valid and will remain and in full force and effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such material licenses or permits to be voided, revoked or withdrawn.

(e) In addition to and without limiting the generality of clause (a) above, except as would not reasonably be expected to result, individually or together with all of the following events or conditions, in a Material Adverse Effect, each Loan Party will: (i) comply with the applicable provisions of ERISA and the Code with respect to all Plans, (ii) without the prior written consent of Lender, not take any action or fail to take action the result of which would result in a Loan Party incurring a material liability in connection with a Plan to the Internal Revenue Service, the PBGC or to a Pension Plan or Multiemployer Plan (other than to pay contributions or premiums payable in the ordinary course), (iii) not participate in any non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code with respect to any Plan, and (iv) operate each Plan in such a manner that will not incur any material tax liability under the IRC (including Section 4980B of the IRC). With respect to each Pension Plan (other than a Multiemployer Plan) except as would not reasonably be expected to result, individually or together with all of the following events or conditions, in a Material Adverse Effect, the Loan Parties and the ERISA Affiliates shall (y) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of the IRC and of ERISA, and (z) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to ERISA.

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(f) Except the extent the failure to do so would not reasonably be expected to result in a Material Adverse Effect, each Loan Party will (i) comply with and perform its obligations under and in respect of each Canadian Pension Plan, including under any funding agreements and all applicable laws and (ii) pay or remit in a timely fashion in accordance with the terms of any funding agreements and all applicable laws all employee or employee contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan.

5.12Litigation. Section 54 of the Information Certificate(s) discloses all claims, proceedings, litigation or investigations pending or (to the best of each Loan Party’s knowledge) threatened against any Loan Party as of the Closing Date. Except for the Chapter 11 Cases, there is no claim, suit, litigation, proceeding or investigation pending or (to the best of each Loan Party’s knowledge) threatened by or against or affecting any Loan Party in any court or before any Governmental Authority (or any basis therefor known to any Loan Party) (a) which would reasonably be expected to result, either separately or in the aggregate, in monetary liability in excess of $3,000,000 for the Loan Parties (other than the Royalty Litigation), except, in the case of this clause (a), for those matters disclosed to Agent in writing within three (3) Business Days (or such later date as Agent may agree in its sole discretion) following the date on which any Senior Officer or Authorized Officer of a Loan Party has actual knowledge thereof, or (b) which could reasonably be expected to result in a Material Adverse Effect.

5.13 Use ofProceeds. All proceeds of all Loans made hereunder and of Letters of Credit issued hereunder shall be used by the Borrowers, solely on or after the Closing Date, (a) to provide working capital for the Loan Parties during their Chapter 11 Cases in accordance with the DIP Orders, and the then applicable Approved Budget (subject to Permitted Variances), and for the financing of the Borrowers’ ordinary working capital, letters of credit and other general corporate needs including the payment of certain fees and expenses of professionals retained by the Loan Parties, subject to the Carve-Out, and for certain other prepetition and pre-filing expenses that are approved by the Bankruptcy Court (including adequate protection payments, if any) and permitted by the then applicable Approved Budget (subject to Permitted Variances) and to pay the Prepetition ABL Obligations of the Borrowers, (b) subject to and effective upon the entry of the Interim DIP Order, on the Closing Date, to convert and refinance in full the Indebtedness owing under the Prepetition ABL Credit Agreement as contemplated in Section 1.1(b), (c) subject to and upon entry of the Final DIP Order, convert any and all remaining Prepetition ABL Obligations into Revolving Loans hereunder and (d) for such other purposes not prohibited by the terms of this Agreement. All proceeds of all Loans and Letters of Credit will be used solely for lawful business purposes.

5.14	Insurance.

(a) Each Loan Party will at all times carry property, liability and other insurance, with insurers reasonably acceptable to Agent, in such form and amounts, and with such deductibles and other provisions, as are customary for similarly situated companies and reasonably acceptable to Agent, and upon Agent’s request Borrowers will provide Agent with evidence satisfactory to Agent that such insurance is, at all times, in full force and effect. A true and complete listing of such insurance as of the Closing Date, including issuers, coverages and deductibles, is set forth in Section 53 of the Information Certificate(s). Each property insurance policy shall name Agent as lender loss payee and shall, subject to Section 5.28 (or within forty-five (45) days following the date on which any such insurance policy is entered into or effective) (or as Agent may agree in its sole discretion), contain a lender’s loss payable endorsement in form acceptable to Agent, each liability insurance policy shall name Agent as an additional insured, and each business interruption insurance policy (if any) shall be collaterally assigned to Agent, all in form and substance reasonably satisfactory to Agent. All policies of insurance shall provide that they may not be cancelled or changed without at least thirty (30) days’ prior written notice to Agent (or ten (10) days in the case of cancellation for non-payment of premium), and shall otherwise be in form and substance reasonably satisfactory to Agent. Borrowers have not received notice from any insurance carrier regarding any intended or threatened cancellation, non-renewal, reduction or material amendment of any insurance policies maintained by any Loan Party. Borrowers shall advise Agent promptly of any policy cancellation, non-renewal, reduction, or material amendment with respect to any insurance policies maintained by any Loan Party or any receipt by any Loan Party of any written notice received after the Closing Date from any insurance carrier regarding any intended or threatened cancellation, non-renewal, reduction or material amendment of any of such policies, and Borrowers shall promptly deliver to Agent copies of all notices and related documentation received by any Loan Party in connection with the same.

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(b) Borrowers shall deliver to Agent, as soon as practicable prior to or promptly following the expiration of any then current insurance policies (and in any event, concurrently with each delivery of a Compliance Certificate pursuant to Section 5.15(b)(i)), insurance certificates evidencing renewal of all such insurance policies required by this Section 5.14. Borrowers shall deliver to Agent, upon Agent’s request, certificates evidencing such insurance coverage in such form as Agent shall reasonably request. If any Loan Party fails to provide Agent with a certificate of insurance or other evidence of the continuing insurance coverage required by this Agreement within the time period set forth in the first sentence of this Section 5.14(b), Agent may purchase insurance required by this Agreement at Borrowers’ expense. This insurance may, but need not, protect any Loan Party’s interests.

5.15 Financial,Collateral and Other Reporting / Notices. Each Loan Party has kept and will at all times keep adequate records and books of account with respect to its business activities and the Collateral in which proper entries are made in accordance with GAAP (unless otherwise approved by Agent in its discretion) reflecting all its financial transactions. Each Loan Party will cause to be prepared and furnished to Agent, in each case in a form and in such detail as is acceptable to Agent the following items (the items to be provided under this Section 5.15 shall be delivered to Agent by a form of Approved Electronic Communication approved by Agent or in writing)).

(a) AnnualFinancial Statements. Not later than ninety (90) days after the close of each Fiscal Year (or such later date as Agent may agree in its sole discretion), audited financial statements of each Loan Party as of the end of such Fiscal Year, including balance sheet, income statement, and statement of cash flow for such Fiscal Year, in each case on a consolidated and consolidating basis, audited and certified by PriceWaterhouseCoopers LLP or other firm of independent certified public accountants of recognized standing selected by Borrowers and reasonably acceptable to Agent, together with a copy of any management letter issued in connection therewith. Concurrently with the delivery of such financial statements, Borrowing Agent shall deliver to Agent a Compliance Certificate, indicating whether (i) Borrowers are in compliance with each of the covenants specified in Section 5.25, and setting forth a detailed calculation of such covenants, and (ii) any Default or Event of Default is then in existence.

(b) InterimFinancial Statements.

(i) Not later than thirty (30) days after the end of each fiscal month (or such later date as Agent may agree in its sole discretion), commencing with the fiscal month ending on January 31, 2026, including the last fiscal month of each Fiscal Year, unaudited interim financial statements of each Loan Party as of the end of such fiscal month and of the portion of such Fiscal Year then elapsed, including balance sheet, income statement, statement of cash flow, and results of their respective operations during such fiscal month and the then-elapsed portion of the Fiscal Year, together with comparative figures for the same periods in the immediately preceding Fiscal Year and the corresponding figures from the budget for the Fiscal Year covered by such financial statements, in each case on a consolidated and consolidating basis, certified by an Authorized Officer of Borrowing Agent as prepared in accordance with GAAP (unless otherwise approved by Agent in its discretion) and fairly presenting the consolidated financial position and results of operations (including, upon Agent’s request, management discussions and analysis of such results) of each Loan Party for such fiscal month and period subject only to year-end adjustments and the absence of footnotes. Concurrently with the delivery of such financial statements for any fiscal month, Borrowing Agent shall deliver to Agent a Compliance Certificate, indicating whether any Default or Event of Default is then in existence.

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(ii) Not later than forty-five (45) days after the end of each fiscal quarter (or such later date as Agent may agree in its sole discretion), commencing with the fiscal quarter ending on December 31, 2025, including the last fiscal month of each Fiscal Year, unaudited interim financial statements of each Loan Party as of the end of such fiscal quarter and of the portion of such Fiscal Year then elapsed, including balance sheet, income statement, statement of cash flow, and results of their respective operations during such fiscal quarter and the then-elapsed portion of the Fiscal Year, together with comparative figures for the same periods in the immediately preceding Fiscal Year and the corresponding figures from the budget for the Fiscal Year covered by such financial statements, in each case on a consolidated and consolidating basis, certified by an Authorized Officer of Borrowing Agent as prepared in accordance with GAAP (unless otherwise approved by Agent in its discretion) and fairly presenting the consolidated financial position and results of operations (including, upon Agent’s request, management discussions and analysis of such results) of each Loan Party for such fiscal quarter and period subject only to year-end adjustments and the absence of footnotes.

(i) The items described on Schedule D hereto by the respective dates set forth therein (or, in each case, such later date as Agent may agree in its sole discretion).

(ii) Concurrently with the delivery of the unaudited financial statements described in Section 5.15(b)(ii) with respect to each fiscal quarter ending June 30 and December 31 of each Fiscal Year (or such later date as Agent may agree in its sole discretion), or more frequently at the Loan Parties’ election or as otherwise required by this Agreement, an updated Information Certificate (or a supplement to the most recently delivered Information Certificate) in substantially the same form as that delivered to Agent on or prior to the Closing Date (or such other form as may be acceptable to Agent). It is understood and agreed that any representation or warranty made at any time under this Agreement which references an Information Certificate (or any Section or component thereof and any information contained therein), shall be deemed made as of the date of the most recently delivered Information Certificate.

(d) Projections,Etc.

(i) Not later than thirty (30) days prior to the end of each Fiscal Year (or such later date as Agent may agree in its sole discretion), monthly business projections for the following Fiscal Year for the Loan Parties on a consolidated and consolidating basis, which projections shall include for each such period Borrowing Base projections, profit and loss projections, balance sheet projections, income statement projections and cash flow projections, together with appropriate supporting details and a statement of underlying assumptions used in preparing such projections.

(ii) [Reserved].

(e) ShareholderReports, Etc. To the extent the following are not publicly available on the website of a Loan Party or on the website of the SEC, promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports which each Loan Party has made available to its shareholders and copies of any regular, periodic and special reports or registration statements which any Loan Party files with the SEC or any Governmental Authority which may be substituted therefor, or any national securities exchange.

(f) ERISAReports; Canadian Pension Events. Copies of any annual report required to be filed pursuant to the requirements of ERISA by a Loan Party in connection with each Pension Plan maintained by a Loan Party subject thereto promptly upon request by Agent and in addition, each Loan Party shall promptly notify Agent upon having knowledge of any ERISA Event or any Canadian Pension Event that could reasonably be expected to result in a Material Adverse Effect.

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(g) TaxReturns. Upon request from Agent, each federal, provincial, territorial and state income tax return filed by any Loan Party promptly, together with such supporting documentation as is supplied to the applicable tax authority with such return and proof of payment of any amounts owing with respect to such return (except where the non-payment of which is excused, permitted, or required by the Bankruptcy Code).

(h) Notificationof Certain Changes. Borrowers will promptly (and in no case later than the earlier of (x) five (5) Business Days after the date any Loan Party becomes aware of any of the following (or such later date as Agent may agree in its sole discretion) and (y) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notify Agent in writing of: (i) the occurrence of any Default or Event of Default, (ii) the occurrence of any event that has had, or could reasonably be expected to result in, a Material Adverse Effect, (iii) any change in any Loan Party’s Senior Officers or directors, (iv) any suit, proceeding or claim (or any development with respect to any existing suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party relating to his or her capacity as an officer or director of a Loan Party, the Collateral or which could reasonably be expected to have a Material Adverse Effect, (v) any violation or asserted violation of any applicable law (including OSHA or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect or otherwise result in material liability to any Loan Party, (vi) any other event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, (vii) any actual breaches of any Material Contract or termination of any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (viii) Borrowers’ receipt or knowledge of any material finding, ruling, decision or determination with respect to the Royalty Litigation (and Borrowers shall deliver to Agent copies of all material documents received in connection with the same), and (ix) Borrowers’ receipt or knowledge of any material pleading, filing or other document in connection with the Royalty Litigation (and Borrowers shall deliver to Agent copies of all material documents received in connection with the same); provided, that (A) the Loan Parties and their Subsidiaries shall not be required to disclose, provide or discuss any document, information or other matter (i) the disclosure of which is prohibited by applicable laws, rules or regulations, or (ii) that is subject to the attorney-client privilege or that constitutes attorney work product and (B) any disclosure required pursuant to this Section 5.15(h) shall be subject to Section 10.17 of this Agreement. In the event of each such notice under this Section 5.15(h), Borrowers shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.

(i) CanadianPension Plan. Promptly after any Borrower knows of the occurrence of: (i) any violation of any applicable law (including any applicable provincial pension benefits legislation) in any respect with respect to any Canadian Pension Plan that could reasonably be expected to result in a Material Adverse Effect; or (ii) any Canadian Pension Event that could reasonably be expected to result in a Material Adverse Effect, the applicable Borrower will deliver to Agent a certificate of a Senior Officer of the applicable Borrower setting forth details as to such occurrence and the action, if any, that such Borrower is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Borrower.

(j) [Reserved].

(k) OtherInformation. Promptly upon written request from Agent to Borrowing Agent, such other data and information (financial and otherwise) as Agent, from time to time, may reasonably request, bearing upon or related to the Collateral or each Loan Party’s business or financial condition or results of operations.

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(l) ApprovedBudget; Variance Reports. The Borrowing Agent will:

(i) Use the Revolving Loans and other extensions of credit by the Borrowers under this Agreement and the other Loan Documents in accordance with the Approved Budget (subject to Permitted Variances).

(ii) Deliver to Agent, for further distribution to the Lenders, on or before 5:00 p.m. (New York City time) commencing on February [13], 2026, and on every second Friday thereafter, the Approved Budget. The initial Approved Budget shall be approved by, and be in form and substance reasonably acceptable to, the Agent (it being acknowledged and agreed that the initial Approved Budget attached hereto as Exhibit K is approved by and acceptable to the Agent in form and substance). The Approved Budget shall be updated, modified or supplemented by the Loan Parties from time to time with the written consent of the Agent and upon the request of the Agent, but in any event the Approved Budget shall be updated by the Loan Parties not less than one time in each two (2) consecutive week period, and each such updated, modified or supplemented budget shall be approved in writing by (which may be via email), and shall be in form and detail consistent with the most recently delivered Approved Budget (with such variations as the Agent and Borrowers may mutually agree) and shall be in form and substance reasonably satisfactory to the Agent (it being understood that the Approved Budget attached hereto as Exhibit K is in form acceptable to the Agent), and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget and shall supersede and replace the most recent prior Approved Budget for all purposes hereunder. Each Approved Budget delivered to the Agent shall be accompanied by such supporting documentation as reasonably requested by the Agent. Each Approved Budget shall be prepared in good faith based upon assumptions which the Loan Parties believe to be reasonable.

(iii) Deliver to Agent, for further distribution to the Lenders, on or before 5:00 p.m. (New York City time) on each Variance Testing Test Date, a Variance Report as of the most recent Variance Test As Of Date.

5.16 AgentAdvisors. The Agent, on behalf of itself and the Lenders, shall be entitled to retain or continue to retain (either directly or through counsel) the Agent Advisors. The Loan Parties shall pay all reasonable and documented fees and reasonable and documented out-of-pocket expenses of each Agent Advisor and all such fees and expenses shall constitute Obligations and be secured by the Collateral. The Loan Parties and their advisors, including the Financial Advisor, shall grant reasonable access during normal business hours to, and reasonably cooperate in all respects with, the Agent, the Lenders and the Agent Advisors, and shall work in good faith to provide all information that such parties may request in a timely manner, provided, that (A) the Loan Parties and their Subsidiaries shall not be required to disclose, provide or discuss any document, information or other matter (i) the disclosure of which is prohibited by applicable laws, rules or regulations, or (ii) that is subject to the attorney-client privilege or that constitutes attorney work product and (B) any disclosure or other provision of information required pursuant to this Section 5.16 shall be subject to Section 10.17 of this Agreement.

5.17 LitigationCooperation. Should any third-party suit, regulatory action, or any other judicial, administrative, or similar proceeding be instituted by or against Agent or any Lender with respect to any Collateral or in any manner relating to any Loan Party, this Agreement, any other Loan Document or the transactions contemplated hereby, each Loan Party shall, without expense to Agent or any Lender, make available each Loan Party, such Loan Party’s officers, employees and agents, and any Loan Party’s books and records, without charge, to the extent that Agent may deem them reasonably necessary in order to prosecute or defend any such suit or proceeding.

5.18 Maintenance ofCollateral, Etc. Each Loan Party will maintain all of the Collateral in good working condition, ordinary wear and tear and casualty events excepted, and no Loan Party will use the Collateral for any unlawful purpose.

5.19 MaterialContracts. Except as expressly disclosed in Section 57 of the Information Certificate(s), no Loan Party is (a) a party to any contract which has had or could reasonably be expected to have a Material Adverse Effect or (b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any contract to which it is a party or by which any of its assets or properties is bound, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect (a “MaterialContract”).

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5.20 NoDefault. No Default or Event of Default has occurred and is continuing.

5.21 No MaterialAdverse Change. Since the Petition Date, there has been no material adverse change in the financial condition, business, operations, or properties of any Loan Party.

5.22 FullDisclosure. All written reports, notices, certificates, information or other statements delivered or made (including, in electronic form) by or on behalf of any Loan Party or any Subsidiary of a Loan Party to Agent or any Lender in connection with this Agreement or any other Loan Document, taken as a whole, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein not misleading as of the date such information is dated or certified (or if not dated or certified as of a certain date, as of the date delivered to Agent). Except for matters of a general economic or political nature which do not affect any Loan Party uniquely, there is no fact presently known to any Loan Party regarding its or its Subsidiaries business or operations which has not been disclosed to Agent or any Lender, which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.23	Sensitive Payments.

(a) Each Loan Party (i) is in compliance in all material respects with applicable anti-corruption and anti-bribery laws which, among other things, prohibit contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the applicable laws of the United States, Canada or the jurisdiction in which made or any other applicable jurisdiction, and (ii) is in compliance in all material respects with the foreign assets control regulations (including those implementing the Trading with the Enemy Act) and other similar applicable Sanctions rules or regulations enforced by the U.S. Treasury, OFAC or any similar applicable laws, rules or regulations applicable to such Loan Party, including any Canadian anti-terrorism or Anti-Corruption Laws.

Notwithstanding anything in this Agreement, including but not limited to the representations made under this Section 5.23, nothing in this Agreement shall require any Loan Party, or any director, officer, employee or agent of the foregoing, to commit an act or omissions that contravenes the Foreign Extraterritorial Measures Act (Canada) or any Order promulgated thereunder, any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom, section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung), or any similar blocking or anti-boycott law in Canada, the European Union, or the United Kingdom.

(b) No Loan Party organized under the laws of Canada or any province, territory or other political subdivision thereof is a charity registered with the Canada Revenue Agency and no such Loan Party solicits charitable financial donations from the public and none of the Loans under this Agreement and none of the other services and products, if any, to be provided by Agent or any Lender under or in connection with this Agreement will be used by, on behalf of or for the benefit, of any Person other than the Loan Parties.

5.24	Chapter 11 Cases; DIP Orders.

(a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof was given for (i) the motion seeking approval of the Loan Documents and the Interim DIP Order and Final DIP Order, and (ii) the hearing for the entry of the Interim DIP Order. The Debtors shall give, on a timely basis as specified in the Interim DIP Order or the Final DIP Order, as applicable, all notices required to be given to all parties specified in the Interim DIP Order or Final DIP Order, as applicable.

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(b) After the entry of the Interim DIP Order, and pursuant to and to the extent permitted in the Interim DIP Order and the Final DIP Order, subject in all respects to the Carve-Out, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Loan Parties now existing or hereafter arising, of any kind whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, and 1114 of the Bankruptcy Code and the Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law. The Debtors shall give, on a timely basis as specified in the Interim DIP Order or the Final DIP Order, as applicable, all notices required to be given to all parties specified in the Interim DIP Order or Final DIP Order, as applicable, any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject to the Carve-Out and the priorities set forth in the Interim DIP Order or Final DIP Order, as applicable.

(c) After the entry of the Interim DIP Order, and pursuant to and to the extent provided in the Interim DIP Order and the Final DIP Order, the Obligations will be secured by a valid and perfected Lien on all of the Collateral of the U.S. Loan Parties with the priority set forth in the Interim DIP Order and the Final DIP Order, as applicable.

(d) The Interim DIP Order (with respect to the period on and after entry of the Interim DIP Order and prior to entry of the Final DIP Order) or the Final DIP Order (with respect to the period on and after entry of the Final DIP Order), as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), modified or amended (in the case of modification or amendment, in any manner adverse to the Agent or Lenders) without the Agent’s consent. The Debtors are in compliance in all material respects with the DIP Orders.

(e) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim DIP Order or the Final DIP Order (including the Remedies Notice Period and the Carve-Out), upon the maturity (whether by acceleration or otherwise) of any of the Obligations, the Agent and the Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or under applicable law, without further notice, motion or application to, hearing before, or order from, the Bankruptcy Court.

5.25 NegativeCovenants. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, without the Required Lenders’ prior written consent:

(a) merge, amalgamate or consolidate with another Person, except that any Foreign Subsidiary may merge, amalgamate or be consolidated with or into any other Foreign Subsidiary; provided that, immediately after giving effect to any such proposed transaction no Default or Event of Default would exist;

(b) enter into any transaction outside the ordinary course of business that is not expressly permitted by this Agreement (other than in connection with the Chapter 11 Cases or otherwise approved by the Bankruptcy Court);

(d) engage, directly or indirectly, in a business other than the business which is being conducted on the date hereof or any business reasonably related, incidental or ancillary thereto, wind up its business operations or cease substantially all, or any material portion, of its normal business operations, or suffer any material disruption, interruption or discontinuance of a material portion of its normal business operations;

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(e) enter into any transaction with an Affiliate other than (i) transactions between or among Loan Parties expressly permitted by this Agreement, (ii) transactions on arms-length terms in the ordinary course of business in a manner consistent with past practices and (iii) transactions permitted pursuant to the DIP Orders or disclosed in any First Day pleadings, or entry into and transactions contemplated by the RSA;

(f) change its jurisdiction of organization or incorporation or enter into any transaction which has the effect of changing its jurisdiction of organization or incorporation except as provided for in Section 5.25(a);

(g) other than as may be approved by the Bankruptcy Court or contemplated by the DIP Orders, agree, consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of any Loan Party’s Organic Documents, except for such amendments or other modifications required by applicable law or that are not adverse to Agent or Lenders, and then, only to the extent such amendments or other modifications are fully disclosed in writing to Agent no less than five (5) Business Days prior to being effectuated;

(h) enter into or assume any agreement prohibiting the creation or assumption of any Lien on the Collateral to secure the Obligations upon its properties or assets, whether now owned or hereafter acquired;

(i) agree, consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of any governing documentation evidencing the Senior Secured Notes in violation of the RSA or DIP Orders;

(j) (i) divide or enter into any plan of division pursuant to section 18-217 of the Delaware Limited Liability Company Act or any similar stature or provision under any applicable law or otherwise, (ii) dispose of any property through a plan of division under the Delaware Limited Liability Company Act or any comparable transaction under any similar law or (iii) make any payment or distribution pursuant to a plan of division under the Delaware Limited Liability Company Act or any comparable transaction under any similar law;

(k) create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Indebtedness other than the following (collectively, the “Permitted Indebtedness”):

(i) the Obligations and, if applicable, the Prepetition ABL Obligations;

(ii) Indebtedness existing on the Closing Date (other than the Senior Secured Notes) and described in Section 49 of the Information Certificate(s) and extensions, refinancings, refundings, replacements and renewals of any such Indebtedness subject to the last sentence of this Section 5.25(k);

(iii) intercompany Indebtedness incurred by any Loan Party owing to any other Loan Party; so long as such Indebtedness is also permitted as an Investment under Section 5.25(m); provided that, to the extent such Indebtedness is evidenced by an unsecured intercompany note, the Agent shall, subject to the DIP Orders, have a first priority Lien in such intercompany note and the receivable evidenced thereby;

(iv) purchase money debt or Capitalized Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last paragraph of this Section 5.25(k), and including those described in Section 49 of the Information Certificate) (A) incurred in connection with the Jacksboro Project in an aggregate outstanding principal amount, in the case of this clause (A), not to exceed $20,000,000, and (B) other purchase money debt or Capitalized Leases in an aggregate outstanding principal amount, in the case of this clause (B), not to exceed $12,000,000 at any time;

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(v) Indebtedness arising from the endorsement of instruments for collection in the ordinary course of business;

(vi) intercompany Indebtedness incurred by any Foreign Subsidiary that is not a Loan Party and owing to any Loan Party or Subsidiary; provided that, the aggregate outstanding amount of all Indebtedness pursuant to this Section 5.25(k)(vi) (taken together with the aggregate amount of all investments in Foreign Subsidiaries made in reliance on Section 5.25(m)(iv)) does not exceed $10,000,000;

(vii) [reserved];

(viii) any guaranty of Indebtedness so long as such underlying Indebtedness is otherwise permitted hereunder;

(ix) Indebtedness arising from the financing of insurance premium of any Loan Party or any Subsidiary consistent with past practices, so long as (i) such Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Indebtedness is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Indebtedness outstanding pursuant to this clause (k)(ix) shall not exceed $15,000,000 at any time;

(x) secured Indebtedness not otherwise permitted under the preceding provisions of this Section 5.25(k) (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 5.25(k)); provided that, (i) the aggregate principal amount of such Indebtedness shall not exceed $10,000,000 at any time and (ii) such Indebtedness shall be secured by cash of the Loan Parties solely to the extent permitted by the DIP Orders;

(xi) unsecured Indebtedness not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 5.25(k)); provided that, the aggregate outstanding principal amount of Indebtedness permitted under this clause (k)(xi) shall not exceed, at the time such Indebtedness is incurred (after giving effect to the incurrence thereof), $20,000,000;

(xii) unsecured Indebtedness constituting earn-out obligations, contingent obligations or similar obligations of any Loan Party or Subsidiary arising from or relating to the FracTech Acquisition;

(xiii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business and in an aggregate amount not to exceed $3,000,000 at any time outstanding;

(xiv) Indebtedness in respect of the Senior Secured Notes in an aggregate principal amount at any time outstanding not to exceed $300,000,000 (plus accrued interest, fees and similar amounts incurred thereon); and

(xv) Indebtedness (A) in respect of the Existing JPM Letters of Credit (but not, for the avoidance of doubt, any increase, extension or renewal thereof) and (B) in an aggregate amount not to exceed $1,500,000 in respect of cash management arrangements, employee credit card programs and purchasing card programs incurred in the ordinary course of business.

Any amendments to or extensions, refinancings, refundings, replacements and renewals of Indebtedness as permitted above in this Section 5.25(k) shall be subject to the following conditions: (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Indebtedness being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof but excluding, for the avoidance of doubt pricing, interest rates and fees) shall be, in the aggregate, no less favorable to the Loan Parties and their Subsidiaries than those contained in the Indebtedness being amended, renewed or refinanced; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 5.25(k) above nor an amendment of any specific requirement set forth in Section 5.25(k) above, including the specific requirements under clause (vii) above.

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Notwithstanding the foregoing, (i) no Loan Party or any of its Subsidiaries shall incur any Indebtedness pursuant to clauses (iv), (x) or (xi) above on or after the Petition Date unless such Indebtedness is contemplated by the Approved Budget and (ii) except for the Carve-Out or as otherwise expressly provided for in the Interim DIP Order or Final DIP Order, no Indebtedness permitted under this Section 5.25(k) shall be permitted to have an administrative expense claim status under the Bankruptcy Code senior to or pari passu with the superpriority administrative expense claims of (A) the Agent and the Lenders and (B) the Prepetition ABL Agent and the Prepetition ABL Lenders, in each case, as set forth herein and in the applicable DIP Order.

(l) create, assume, incur, or suffer to exist any Lien on the property of any Loan Party or any Subsidiary, whether now owned or hereafter acquired, or assign any right to receive any income, other than the following (collectively, the “Permitted Liens”):

(i) Liens securing the Obligations pursuant to this Agreement and the other Loan Documents or Liens granted to, or for the benefit of, the Prepetition ABL Agent to secure the Prepetition ABL Obligations or Liens securing the Carve-Out;

(ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens, landlord’s liens and other similar liens, and such Liens granted under contract with such materialmen, mechanic, carrier, workmen, repairmen and landlord, in any case, arising in the ordinary course of business securing obligations which are not overdue for a period of more than thirty (30) days or are being contested in good faith by appropriate procedures or proceedings and for which adequate reserves have been established;

(iii) Liens arising in the ordinary course of business out of pledges or deposits under workers compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation to secure public or statutory obligations;

(iv) Liens for taxes, assessments, or other governmental charges which are not yet due and payable, (i) which are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in compliance with GAAP or (ii) the non-payment of which is excused, permitted, or required by the Bankruptcy Code;

(v) undetermined or inchoate Liens, rights of distress and charges incidental to current operations that have not at such time been filed or exercised, or of which written notice has not been duly given in accordance with applicable law or which although filed or registered, relate to obligations not due or delinquent or, if due, the validity of such Lien is being contested in good faith by appropriate actions diligently conducted;

(vi) Liens securing purchase money debt or Capitalized Lease obligations permitted under Section 5.25(k)(iv); provided that, each such Lien encumbers only the property purchased in connection with the creation of any such purchase money debt or the subject of any such Capitalized Lease, and all proceeds thereof (including insurance proceeds);

(vii) Liens arising from PPSA or precautionary UCC financing statements regarding operating leases;

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(viii) encumbrances consisting of easements, zoning restrictions, servitudes or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of any Loan Party to use such assets in its business;

(ix) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only Deposit Accounts or other funds maintained with a depository institution;

(x) Liens on cash or securities with an aggregate value not to exceed $3,000,000 pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business;

(xi) judgment and attachment Liens not giving rise to an Event of Default, provided that, (x) any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and (y) no action to enforce such Lien has been commenced;

(xii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into in the ordinary course of business or Liens arising by operation of law under Article 2 of the UCC or by contract in favor of a reclaiming seller of goods or buyer of goods (including purchase money security interests in favor of vendors in the ordinary course of business);

(xiii) Liens solely on cash earnest money deposits made in connection with any letter of intent or purchase agreement permitted hereunder;

(xiv) Lien arising by reason of deposits with or giving of any form of security to any Governmental Authority for any purpose at any time as required by applicable law as a condition to the transaction of any business or the exercise of any privilege or license;

(xv) Liens created pursuant to joint venture agreements and related documents (to the extent requiring a Lien on the Equity Interest owned by the Company, a Loan Party or a Subsidiary in the applicable joint venture is required thereunder) having ordinary and customary terms (including with respect to Liens) and entered into in the ordinary course of business and securing obligations other than Indebtedness;

(xvi) Liens encumbering property of the Loan Parties and their Subsidiaries which is not Collateral (as defined in the Security Agreements) or property required to be Collateral under Section 3.1 and/or Section 3.3 and securing Indebtedness permitted under Section 5.25(k)(x);

(xvii) Liens encumbering properties not constituting Collateral (as defined in the Security Agreements) of Foreign Subsidiaries securing Indebtedness permitted under Section 5.25(k)(vi);

(xviii) Liens on property of a Person which becomes a Subsidiary after the date hereof, to the extent that (i) such Liens are in existence at the time such Person becomes a Subsidiary and were not created in anticipation thereof and (ii) the Indebtedness secured by such Liens does not thereafter increase in amount;

(xix) Liens existing as of the date hereof and described in Section 50 of the Information Certificate;

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(xx) Liens on cash (A) to cash collateralize up to 105% of the stated amount of the Existing JPM Letters of Credit as of the Closing Date (without giving effect to any increase, extension or renewal thereof) and (B) to secure Indebtedness permitted under Section 5.25(k)(xv);

(xxi) Liens to secure Indebtedness permitted under Section 5.25(k)(xiv); provided that (x) to the extent such Indebtedness is secured by Liens on the ABL Priority Collateral, such Liens shall be on a junior lien basis to the Liens securing the Obligations as provided in the DIP Orders, and (y) to the extent such Indebtedness is secured by Liens on the Notes Priority Collateral, the Obligations shall be secured on a junior lien basis by the Notes Priority Collateral as provided in the DIP Orders];

(xxii) Liens arising under federal or provincial pension standards legislation in Canada in respect of a Canadian Pension Plan for amounts required to be remitted but not yet due;

(xxiii) the (i) Prepetition Adequate Protection Liens and (ii) the Prepetition Adequate Protection 507(b) Claims; and

(xxiv) The permitted existence of any Permitted Liens or any other Liens shall not be interpreted to expressly or impliedly subordinate any Liens granted in favor of the Agent, for the benefit of the Lenders, as there is no intention to subordinate the Liens granted in favor of the Agent for the benefit of the Lenders;

(m) make or hold any Investment other than the following (collectively, the “Permitted Investments”):

(i) Investments in the form of trade credit to customers of a Loan Party or a Subsidiary arising in the ordinary course of business and represented by accounts from such customers;

(ii) Liquid Investments;

(iii) Investments made prior to the Closing Date as specified Section 51 of the Information Certificate;

(iv) Investments by any Loan Party in any other Loan Party;

(v) [Reserved];

(vi) Investments consisting of the creation and de minimis (on both an individual basis and on an aggregate basis with any other entities capitalized pursuant to this clause (m)(vi)) initial capitalization of any additional Subsidiaries in compliance with Section 3.3;

(vii) [Reserved];

(viii) Investments (including debt obligations and Equity Interests) and other assets received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement or delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or received upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(ix) Investments in the form of mergers, amalgamations and consolidations of Loan Parties and their Subsidiaries in compliance with Section 5.25(a); provided that, if such Investment involves a Subsidiary, such Investment otherwise complies with this Agreement, including Section 3.3;

(x) [Reserved]; and

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(xi) [Reserved];

(n) make an acquisition in a single transaction or related series of transactions of (1) all or substantially all of the assets of a Person or a line of business of such Person or (2) all of the outstanding capital stock or other Equity Interests of a Person;

(o) create, incur, assume or permit to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its property, whether now owned or hereafter acquired, to secure the Obligations or restricts any Subsidiary from paying Restricted Payments to any Borrower or Loan Party, or which requires the consent of or notice to other Persons in connection therewith other than;

(i) the Loan Documents and the Prepetition ABL Loan Documents;

(ii) agreements governing Indebtedness permitted by Section 5.25(k)(xiv);

(iii) agreements governing Indebtedness permitted by Section 5.25(k)(iv) to the extent such restrictions govern only the assets financed pursuant to such Indebtedness and the proceeds thereof;

(iv) any prohibition or limitation that (x) exists pursuant to applicable requirements of a Governmental Authority, (y) restricts subletting or assignment of leasehold interests contained in any lease governing a leasehold interest of the Company or a Subsidiary and customary provisions in other contracts restricting assignment thereof, or (z) exists in any agreement in effect at the time a Subsidiary becomes a Subsidiary of the Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary;

(v) any prohibition or limitation that exists in any contract to which a Loan Party is a party on the date hereof so long as (y) such prohibition or limitation is generally applicable and does not specifically address any of the Obligations or the Liens granted under the Loan Documents, and (z) the noncompliance of such prohibition or limitation would not reasonably be expected to be adverse to Agent; and

(vi) agreements governing Indebtedness permitted by Section 5.25(k)(x);

(p) make a disposition other than:

(i) disposition by any Subsidiary (other than a Loan Party) of any of its properties to any Loan Party; provided that, at the reasonable request of Agent, the receiving Loan Party shall ratify, grant and confirm the Liens on such assets (and any other related Collateral) pursuant to documentation reasonably satisfactory to Agent;

(ii) disposition by any Loan Party of any of its properties to any other Loan Party; provided that (y) any disposition by a U.S. Loan Party to a Canadian Loan Party must be made in the ordinary course of business and (z) at the reasonable request of Agent, the receiving Loan Party shall ratify, grant and confirm the Liens on such assets (and any other related Collateral) pursuant to documentation reasonably satisfactory to Agent;

(iii) sale of Inventory in the ordinary course of business and disposition of cash or Liquid Investments in the ordinary course of business;

(iv) disposition of worn out, obsolete or surplus property in the ordinary course of business and the abandonment or other disposition of Intellectual Property that, in the reasonable judgment of the Loan Parties, should be replaced or is no longer economically practicable to maintain or useful in the conduct of the business of the Loan Parties and their Subsidiaries taken as a whole;

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(v) mergers, amalgamations and consolidations in compliance with Section 5.25(a);

(vi) assignments and licenses of Intellectual Property of any Loan Party or Subsidiary in the ordinary course of business;

(vii) disposition of any assets required under Legal Requirements;

(viii) dispositions of Equipment by any Loan Party in the ordinary course of business the proceeds of which are reinvested in the acquisition of Equipment of comparable value and type within ninety (90) days and on which Agent has a Lien;

(ix) dispositions of Equipment by any Foreign Subsidiary in the ordinary course of business;

(x) [reserved];

(xi) leases of real or personal property in the ordinary course of business;

(xii) dispositions of property permitted by Section 5.25(s); and

(xiii) [reserved];

(q) make any Restricted Payments except that:

(i) (y) the Subsidiaries of a Borrower may make Restricted Payments to another Borrower or any other Loan Party, and (z) the Foreign Subsidiaries may make Restricted Payments to any Loan Party;

(ii) [Reserved];

(iii) [Reserved];

(iv) [Reserved]; and

(v) [Reserved];

(r) make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:

(i) payment of Indebtedness created under the Loan Documents;

(ii) payment of scheduled payments, required payments and redemptions as and when due in respect of any Indebtedness permitted under Section 5.25(k), solely to the extent contemplated by the Interim DIP Order or Final DIP Order and in accordance with the Approved Budget;

(iii) refinancings of Indebtedness to the extent permitted by Section 5.25(k) and solely to the extent contemplated by the Approved Budget;

(iv) [Reserved]

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(v) [Reserved]; and

(vi) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 5.25(p) and solely to the extent contemplated by the Approved Budget;

(s) sell or transfer to a Person any property, whether now owned or hereafter acquired, if at the time or thereafter the Company or a Subsidiary shall lease as lessee such property or any part thereof or other property which the Company or a Subsidiary intends to use for substantially the same purpose as the property sold or transferred; provided that, the Loan Parties and their Subsidiaries may effect such transactions with property that is not Collateral so long as such transactions do not exceed $10,000,000 in the aggregate during the term hereof and if such Loan Party or Subsidiary is a Foreign Subsidiary, the cash proceeds of such transaction are distributed or otherwise transferred to a Loan Party for repayment of Loans pursuant to Section 4.1; and

(t) (y) purchase, assume, or hold a speculative position in any commodities market or futures market or enter into any Swap Agreement for speculative purposes; or (z) be party to or otherwise enter into any Swap Agreement which is entered into for reasons other than as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrowers’ or their Subsidiaries’ operations; provided that, for the avoidance of doubt, any Loan Party or Subsidiary may enter into Swap Agreement (A) to mitigate risk to which such Loan Party or Subsidiary has actual exposure, (B) to effectively cap, collar or exchange interest rates (from floating to fixed rates, from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or Investment of any Loan Party or any Subsidiary and (C) consisting of spot and forward delivery foreign exchange contracts entered into in the ordinary course of business and not for speculative purposes.

5.26 Minimum ExcessAvailability. Each Borrower shall not permit Excess Availability to be less than $5,000,000, with such covenant to be tested (and Excess Availability to be measured) as of each date the Borrowing Agent delivers a Borrowing Base Certificate required pursuant to Section 5.15(c)(i) (or on the last permissible date for which the Borrowing Agent is required to deliver such Borrowing Base Certificate if no such Borrowing Base Certificate has been delivered on or prior to such date).

5.27 Employee andLabor Matters. There is (a) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Loan Party or its Subsidiaries before any Governmental Authority and no labor grievance or labor arbitration proceeding pending or threatened in writing against any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a Material Adverse Effect, (b) no strike, labor dispute, concerted slowdown or stoppage or similar action or grievance pending or threatened in writing against any Loan Party or its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect, or (c) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Loan Party and its Subsidiaries are not in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance have been paid or accrued as a liability on the books of Borrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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5.28	[Reserved].

5.29 VarianceTest. Subject to the Permitted Variances, permit, in respect of any Variance Test Period, the actual Operating Disbursements to exceed the Operating Disbursements projected in the Approved Budget as in effect as of the last day of such Variance Test Period (and not, for the avoidance of doubt, the Approved Budget required to be delivered on the last day of such Variance Test Period) (the “Variance Test”). The Variance Test shall be determined on each Variance Testing Test Date.

5.30Milestones. Each Loan Party shall ensure that each of the milestones set forth below (the “Milestones”) is achieved in accordance with the applicable timing referred to below (which timing may, in each case, be extended with the written consent of the Agent (which consent may be via email to the extent acceptable to the Agent)); provided that when the performance of any covenant, duty or obligation is stated to be due or performance required under this Section 5.30 falls on a day which is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day:

(a) no later than 11:59 p.m. (Eastern Time) on March 16, 2026, subject to Bankruptcy Court availability, the Bankruptcy Court shall have entered the Final DIP Order and the Confirmation Order; and

(b) no later than 11:59 p.m. (Eastern Time) on March 31, 2026, the effective date of the Chapter 11 Plan shall have occurred and all the restructuring transactions contemplated therein shall have been implemented and consummated, including the payment in full of the Obligations (including by means of the cashless rollover of the Obligations into the Exit ABL Facility as contemplated pursuant to Section 1.14).

5.31 LenderMeetings. Upon reasonable advance written notice by Agent, the Loan Parties shall arrange for conference calls with the Agent to be held at reasonable, mutually agreed times during normal business hours, which calls shall occur not more frequently than once per calendar week, discussing and analyzing the Approved Budget, the Variance Report, the financial condition, business operations, liquidity, business plan, contract negotiations and projections of each of the Loan Parties, the status of the Chapter 11 Cases and progress in achieving the Milestones. The Loans Parties shall make members of its management with appropriate seniority and subject matter expertise available for such conference calls.

5.32 AdditionalBankruptcy Matters. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, without the Required Lenders’ prior written consent:

(a) assert or prosecute any claim or cause of action against any of the Loan Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Loan Documents against the Agent or the Lenders;

(b) propose, support or have a plan of reorganization or liquidation (other than the Chapter 11 Plan) that does not provide for the payment in full in cash (or exchange into loans under the Exit ABL Facility) in full satisfaction of all Obligations on the effective date of such plan in accordance with the terms and conditions set forth in the Loan Documents;

(c) obtain post-petition loans or other financial accommodations pursuant to Section 364(c) or 364(d) of the Bankruptcy Code, other than as expressly provided for in the Interim DIP Order or as may be otherwise expressly permitted pursuant to the Loan Documents; or

(d) except as provided for in the Interim DIP Order, challenge, contest or otherwise seek to impair or object to the validity, extent, enforceability or priority of the Agent's post-petition liens and claims.

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6.	LIMITATION OF LIABILITY AND INDEMNITY.

6.1 Limitation ofLiability. In no circumstance will Agent, any Lender, any Participant, any of their respective successors and assigns, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys or agents (the “Released Parties”) be liable for lost profits or other special, punitive, or consequential damages. Notwithstanding any provision in this Agreement to the contrary, this Section 6.1 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Loans.

6.2	Indemnity/Currency Indemnity.

(a) Each Loan Party hereby agrees to indemnify the Released Parties and hold them harmless from and against any and all claims, debts, liabilities, losses, demands, obligations, actions, causes of action, fines, penalties, costs and expenses (including reasonable attorneys’ fees and consultants’ fees), of every nature, character and description (including, without limitation, natural resources damages, property damage and claims for personal injury), which the Released Parties may sustain or incur based upon or arising out of any of the transactions contemplated by this Agreement or any other Loan Documents or any of the Obligations, including any transactions or occurrences relating to the issuance of any Letter of Credit, any Collateral relating thereto, any drafts thereunder and any errors or omissions relating thereto (including, without limitation, any loss or claim due to any action or inaction taken by the issuer of any Letter of Credit, Agent or any Lender) (and for this purpose any charges to Agent and/or any Lender by any issuer of Letters of Credit shall be conclusive as to their appropriateness and may be charged to the Loan Account), or any other matter, including any breach of any covenant or representation or warranty relating to any environmental and health and safety laws or an environmental release, cause or thing whatsoever occurred, done, omitted or suffered to be done by Agent or any Lender relating to any Loan Party or the Obligations (except any such amounts sustained or incurred solely as the result of the gross negligence or willful misconduct of such Released Parties, as finally determined by a court of competent jurisdiction). Notwithstanding any provision in this Agreement to the contrary, this Section 6.2 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Obligations.

(b) If, for the purposes of obtaining or enforcing judgment in any court in any jurisdiction with respect to this Agreement or any Loan Document, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any Loan Document in any currency other than the Judgment Currency (the “Currency Due”) (or for the purposes of Section 1.7(d)), then, to the extent permitted by law, conversion shall be made at the exchange rate reasonably selected by Agent on the Business Day before the day on which judgment is given (or for the purposes of Section 1.7(d), on the Business Day on which the payment was received by the Agent). In the event that there is a change in such exchange rate between the Business Day before the day on which the judgment is given and the date of receipt by the Agent of the amount due, each Loan Party shall to the extent permitted by law, on the date of receipt by Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any as may be necessary to ensure that the amount received by Agent on such date is the amount in the Judgment Currency which (when converted at such exchange rate on the date of receipt by Agent in accordance with normal banking procedures in the relevant jurisdiction) is the amount then due under this Agreement or such Loan Document in the Currency Due. If the amount of the Currency Due (including any Currency Due for purposes of Section 1.7(c)) which the Agent is so able to purchase is less than the amount of the Currency Due (including any Currency Due for purposes of Section 1.7(c)) originally due to it, each Loan Party shall to the extent permitted by law jointly and severally indemnify and save Agent and Lenders harmless from and against loss or damage arising as a result of such deficiency.

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7.	EVENTS OF DEFAULT AND REMEDIES.

7.1 Events ofDefault. Subject to the DIP Orders, the occurrence of any of the following events shall constitute an “Event of Default”:

(a) if any warranty, representation, statement of fact, report or certificate made or delivered to Agent or any Lender by or on behalf of any Loan Party pursuant to this Agreement or any Loan Document is untrue or misleading in any material respect when made or deemed made;

(b) if any Loan Party fails to pay to Agent or any Lender (i) when due, any principal or interest payment required under this Agreement or any other Loan Document, or (ii) within three (3) Business Days of when due, any other monetary Obligation under this Agreement or any other Loan Document (including payments of interest, fees, reimbursements and indemnifications);

(c) (1) if any Loan Party defaults in the due observance or performance of any covenant, condition or agreement contained in Section 4.1, 4.6(c), 4.7, 4.8, 5.2, 5.3, 5.13, 5.14, 5.15, 5.18, 5.23, 5.25, 5.26, 5.29 or 5.30 of this Agreement; or

(2) if any Loan Party defaults in the due observance or performance of any covenant, condition or agreement contained in this Agreement or any other Loan Document and not addressed in clauses Sections 7.1(a), (b) or (c)(1), and the continuance of such default remains unremedied for a period of fifteen (15) Business Days after the earlier of (A) the date on which any Senior Officer or Authorized Officer of such Loan Party has actual knowledge of such breach and (B) the date on which written notice thereof shall have been given to the Borrowers by Agent;

(d) so long as the enforcement of remedies is not subject to the automatic stay as a result of the Chapter 11 Cases, any Loan Party suffers final non-appealable judgments (other than with respect to the Royalty Litigation) against any of them since the date of this Agreement that results in an aggregate amount, less any insurance proceeds covering such judgments which are received or as to which the insurance carriers have not denied, greater than $1,000,000 and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgments or (ii) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of such judgments, by reason of a pending appeal or otherwise, shall not be in effect;

(e) so long as the enforcement of remedies is not subject to the automatic stay as a result of the Chapter 11 Cases, any default (after giving effect to all applicable notice and cure periods) with respect to any Indebtedness (other than the Obligations) of any Loan Party which has an outstanding principal amount in excess of $5,000,000 if (i) such default shall consist of the failure to pay such Indebtedness when due, whether by acceleration or otherwise, or (ii) the effect of such default is to permit the holder, with or without notice or lapse of time or both, to accelerate the maturity of any such Indebtedness or to cause such Indebtedness to become due prior to the stated maturity thereof (without regard to the existence of any subordination or intercreditor agreements);

(f) [Reserved];

(g) [Reserved];

(h) [Reserved];

(i) the actual or attempted revocation or termination in writing of, or limitation or denial in writing of liability under, any guaranty of any of the Obligations, or any security document securing any of the Obligations, by any Loan Party;

(j) [Reserved];

(k) if there is any actual indictment or conviction of any Borrower, or any Guarantor under any criminal statute in each case related to a felony committed in the direct conduct of any Borrower’s, or such Guarantor’s business, as applicable, and the indictment remains unquashed or such legal process remains undismissed for a period of sixty (60) days or more, unless Agent, in its reasonable discretion, determines that the indictment is not material;

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(l) except as otherwise effectuated pursuant to the Chapter 11 Plan, if (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 33% or more of the equity securities of the Company entitled to vote for members of the board of directors of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) (the “Equity Control Threshold”), or (ii) occupation at any time of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were not (x) directors of the Company on the date of this Agreement, (y) nominated or appointed by the board of directors of the Company, or (z) approved by the board of directors of the Company as director candidates prior to their election; provided that, the foregoing clause (ii) shall not include any change to the board of directors of the Company solely to the extent required for the board of directors of the Company to comply with Section 303A.01 of the New York Stock Exchange listed company manual within one year after the Closing Date; provided, further, that no Event of Default shall be deemed to have occurred pursuant to Section 7.1(l)(i) solely because a third party has become, directly or indirectly, the “beneficial owner” of equity securities of the Company equal to or in excess of the Equity Control Threshold until the date that is 60 days following the date on which such third party initially becomes a “beneficial owner” of equity securities in excess of such threshold;

(m) [Reserved];

(n) if any Lien purported to be created by any: (i) Loan Document (other than the Canadian Security) shall cease to be a valid perfected Lien with the priority provided by the DIP Orders or (ii) Canadian Security shall cease to be a valid perfected first priority Lien (in each case, subject only to any priority accorded by law to Permitted Liens) on any material portion of the Collateral as required by the terms hereof or any Loan Document, or any Loan Party shall assert in writing that any Lien purported to be created by (A) any Loan Document (other than the Canadian Security) is not a valid perfected lien with the priority provided by the DIP Orders or (B) Canadian Security is not a valid perfected first priority lien (in each case, subject only to any priority accorded by law to Permitted Liens) on the assets or properties purported to be covered thereby as required by the terms hereof or any Loan Document;

(o) if any of the Loan Documents shall cease to be in full force and effect (other than as a result of the discharge thereof in accordance with the terms thereof or by written agreement of all (or the relevant) parties thereto);

(p) [Reserved];

(q) (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result, individually or together with all of the ERISA Events, in a Material Adverse Effect, (ii) the existence of any Lien that primes the Liens that secure the Obligations under Section 430(k) of the Code or Section 303(k) or Section 4068 of ERISA on any assets of a Loan Party, (iii) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan and a Material Adverse Effect could reasonably be expected to result therefrom, or (iv) a Canadian Pension Event occurs with respect to a Canadian Pension Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect;

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(r) a requirement from the Minister of National Revenue for payment pursuant to Section 224 or any successor section of the ITA or Section 317, or any successor section in respect of any Loan Party of the Excise Tax Act (Canada) or any comparable provision of similar legislation shall have been received by Agent, any Lender or any other Person in respect of any Loan Party or otherwise issued in respect of any Loan Party and a Material Adverse Effect could reasonably be expected to result therefrom;

(s) [Reserved];

(t) [Reserved];

(u) an RSA Termination Event occurs;

(v) the occurrence of any of the following in the Chapter 11 Cases without the consent of the Agent:

(i) any material breach or failure by any Debtor to comply with the material terms of the Interim DIP Order or the Final DIP Order, as applicable;

(ii) any breach or failure to comply with the Milestones;

(iii) unless otherwise approved by the Agent, the bringing of a motion, taking of any action or the filing of a Chapter 11 Plan or disclosure statement attendant thereto by any of the Loan Parties or any Subsidiary in the Chapter 11 Cases: (A) to obtain additional financing under Section 364(c) or Section 364(d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement; (B) to grant any Lien other than Permitted Liens upon or affecting any Collateral; or (C) except as provided in the Interim DIP Order or Final DIP Order, as the case may be, to use cash collateral of the Agent and the Lenders or the Prepetition ABL Agent and the Prepetition ABL Lenders under Section 363(c) of the Bankruptcy Code without the prior written consent of the Agent;

(iv) (A) the filing of a Chapter 11 Plan or disclosure statement attendant thereto, or any direct or indirect amendment to such Chapter 11 Plan or disclosure statement, by a Loan Party that does not propose to repay in full in cash the Obligations under this Agreement and the Prepetition ABL Obligations then owing under the Prepetition ABL Loan Documents or any of the Loan Parties or their Subsidiaries shall seek, support or fail to contest in good faith the filing or confirmation of any such Chapter 11 Plan or entry of any such order, (B) the entry of any order terminating any Borrowers’ exclusive right to file a Chapter 11 Plan, or (C) the expiration of any Loan Party’s exclusive right to file a Chapter 11 Plan;

(v) the entry of an order in the Chapter 11 Cases confirming a Chapter 11 Plan that (A) is not acceptable to the Agent or (B) does not contain a provision for termination of the Revolving Commitments and repayment in full in cash of all of the Obligations under this Agreement and the Prepetition ABL Obligations on or before the effective date of such Chapter 11 Plan;

(vi) the allowance of any claim or claims under Section 506(c) of the Bankruptcy Code or otherwise against the Agent, any Lender or any of the Collateral or against the Prepetition ABL Agent, any Prepetition ABL Lender or any Collateral (as defined in the Prepetition ABL Credit Agreement);

(vii) (A) the appointment of an interim or permanent trustee in the Chapter 11 Cases or the appointment of a trustee receiver or an examiner in the Chapter 11 Cases with expanded powers to operate or manage the financial affairs, the business, or liquidation of the Debtors; or (B) solely with respect to Collateral, the sale without the Agent’s consent of all or substantially all of the Debtors’ assets either through a sale under Section 363 of the Bankruptcy Code, through a confirmed Chapter 11 Plan or otherwise that does not result in payment in full in cash of all of the Obligations under this Agreement and all Prepetition ABL Obligations then owing under the Prepetition ABL Loan Documents at the closing of such sale or initial payment of the purchase price or effectiveness of such Chapter 11 Plan, as applicable;

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(viii) the dismissal of any Chapter 11 Case or conversion to a case under Chapter 7 of the Bankruptcy Code or any Loan Party shall file a motion or other pleading or support a motion or other pleading filed by any other Person seeking the dismissal or conversion of any of the Chapter 11 Cases under Section 1112 of the Bankruptcy Code or otherwise, in each case, without the consent of the Agent;

(ix) any Loan Party shall file a motion (without consent of the Agent) seeking, or the Bankruptcy Court shall enter an order granting, relief from or modifying the Automatic Stay (A) to allow any creditor (other than the Agent) to execute upon or enforce a Lien on any Collateral with a fair market value (as reasonably determined by the Debtors) in excess of $1,000,000 or (B) approving any settlement or other stipulation not approved by the Agent with any secured creditor of any Loan Party providing for payments as adequate protection or otherwise to such secured creditor, which involves payments of $1,000,000 or more;

(x) the entry of an order in the Chapter 11 Cases avoiding or permitting recovery of any portion of the payments made on account of the Obligations owing under this Agreement or the other Loan Documents or the Prepetition ABL Obligations owing under the Prepetition ABL Loan Documents;

(xi) entry of any order of the Bankruptcy Court authorizing any claims or charges, other than in respect of this Agreement and the other Loan Documents, or as otherwise permitted under the applicable Loan Documents or permitted under or contemplated by the DIP Orders, entitled to superpriority administrative expense claim status in any Chapter 11 Case pursuant to Section 364(c)(1) of the Bankruptcy Code pari passu with or senior to the claims of the Agent and the Lenders under this Agreement and the other Loan Documents or the Prepetition ABL Agent and the Prepetition ABL Lenders under the Prepetition ABL Credit Agreement and the other Prepetition ABL Loan Documents, or there shall arise or be granted by the Bankruptcy Court (x) any claim having priority over any or all administrative expenses of the kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code or (y) any Lien on the Collateral having a priority senior to or pari passu with the Liens and security interests granted in the Loan Documents or the Prepetition ABL Loan Documents, except, in each case, as provided in the Loan Documents or in the DIP Orders then in effect;

(xii) the DIP Order shall cease to create a valid and perfected Lien on any material portion of the Collateral or to be in full force and effect, shall have been reversed, stayed, vacated, or subject to stay pending appeal, without prior written consent of the Agent;

(xiii) if, unless otherwise approved by the Agent, an order of the Bankruptcy Court shall be entered providing for a change in venue with respect to the Chapter 11 Cases and such order shall not be reversed or vacated within ten (10) days; or

(xiv) failure of the Borrowers to use the proceeds of the Loans as set forth in and in compliance with the Approved Budget (subject to Permitted Variances) and this Agreement.

7.2 Remedies withRespect to Lending Commitments/Acceleration/Etc. Upon the occurrence and during the continuance of an Event of Default Agent may, in Agent’s sole discretion, or, at the request of the Required Lenders, shall (a) terminate all or any portion of its commitment to lend to or extend credit to Borrowers under this Agreement and/or any other Loan Document, without prior notice to any Loan Party, and/or (b) demand payment in full of all or any portion of the Obligations (whether or not payable on demand prior to such Event of Default), together with (if applicable) the Prepetition ABL Credit Agreement Premium, and demand that the Letters of Credit be cash collateralized in the manner described in Section 1.7(c) and/or (c) subject to the DIP Orders, take any and all other and further actions and avail itself of any and all rights and remedies available to Agent under this Agreement, any other Loan Document, under law and/or in equity.

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7.3 Remedies withRespect to Collateral. Without limiting any rights or remedies Agent may have pursuant to this Agreement, the other Loan Documents, under applicable law or otherwise but subject in all respects to the DIP Orders (including any notices, waiting periods and other provisions thereunder), upon the occurrence and during the continuance of an Event of Default:

(a) Anyand All Remedies. Agent may take any and all actions and avail itself of any and all rights and remedies available to Agent under this Agreement, any other Loan Document, under law or in equity, and the rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law or otherwise.

(b) Collections;Modifications of Terms. Agent may, but at the direction of Required Lenders shall, (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Agent; (ii) demand, sue for, collect and give receipts for and take all necessary or desirable steps to collect any Collateral or Proceeds in its or any Loan Party’s name, and apply any such collections against the Obligations as Agent may elect; (iii) take control of any Collateral and any cash and non-cash Proceeds of any Collateral; (iv) enforce, compromise, extend, renew settle or discharge any rights or benefits of each Loan Party with respect to or in and to any Collateral, or deal with the Collateral as Agent may deem advisable; and (v) make any compromises, exchanges, substitutions or surrenders of Agent deems necessary or proper in its reasonable discretion, including extending the time of payment, permitting payment in installments, or otherwise modifying the terms or rights relating to any of the Collateral, all of which may be effected without notice to, consent of, or any other action of any Loan Party and without otherwise discharging or affecting the Obligations, the Collateral or the security interests granted to Agent under this Agreement or any other Loan Document.

(c) Insurance. Agent may file proofs of loss and claim with respect to any of the Collateral with the appropriate insurer, and may endorse in its own and each Loan Party’s name any checks or drafts constituting Proceeds of insurance. Any Proceeds of insurance received by Agent may be applied by Agent against payment of all or any portion of the Obligations as Agent may elect in its reasonable discretion.

(d) Possessionand Assembly of Collateral. Agent may take possession of the Collateral and/or without removal render each Loan Party’s Equipment unusable. Upon Agent’s request and subject to the DIP Orders and any other Order of the Bankruptcy Court, each Loan Party shall assemble the Collateral and make it available to Agent at a place or places to be designated by Agent.

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(e) Set-off. Agent and each Lender may and without any notice to, consent of or any other action by any Loan Party (such notice, consent or other action being expressly waived), set-off or apply (i) any and all deposits (general or special, time or demand, provisional or final) at any time held by or for the account of Agent, any Lender or any Affiliate of Agent or any Lender, and/or (ii) any Indebtedness at any time owing by Agent, any Lender or any Affiliate of Agent or any Lender or any Participant in the Loans to or for the credit or the account of any Loan Party, to the repayment of the Obligations irrespective of whether any demand for payment of the Obligations has been made; provided, that if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 10.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

(i) If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral, Proceeds or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Section 4.2 and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders such participations in their Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided, however, that (A) if such payment is rescinded or otherwise recovered from such Lender, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender without interest and (B) such Lender shall, to the fullest extent permitted by applicable requirements of law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the applicable Loan Party in the amount of such participation.

(f) Dispositionof Collateral.

(i) Sale,Lease, etc. of Collateral. Agent may, without demand, advertising or notice, all of which each Loan Party hereby waives (except as the same may be required under the UCC, the PPSA or other applicable law and is not waivable under the UCC, the PPSA or such other applicable law), at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, at such prices and upon such terms as determined by Agent (provided such price and terms are commercially reasonable within the meaning of the UCC or the PPSA to the extent such sale or other disposition is subject to the UCC or the PPSA requirements that such sale or other disposition must be commercially reasonable) (A) sell, lease, license or otherwise dispose of any and all Collateral, and/or (B) deliver and grant options to a third party to purchase, lease, license or otherwise dispose of any and all Collateral. Agent may sell, lease, license or otherwise dispose of any Collateral in its then-present condition or following any preparation or processing deemed necessary by Agent in its Permitted Discretion. Agent may be the purchaser at any such public or private sale or other disposition of Collateral, and in such case Agent may make payment of all or any portion of the purchase price therefor by the application of all or any portion of the Obligations due to Agent and Lenders to the purchase price payable in connection with such sale or disposition. Agent may, in its Permitted Discretion, postpone or adjourn any sale or other disposition of any Collateral from time to time by an announcement at the time and place of the sale or disposition to be so postponed or adjourned without being required to give a new notice of sale or disposition; provided, however, that Agent shall provide the applicable Loan Party with written notice of the time and place of such postponed or adjourned sale or disposition. Each Loan Party hereby acknowledges and agrees that Agent’s compliance with any requirements of applicable law in connection with a sale, lease, license or other disposition of Collateral will not be considered to adversely affect the commercial reasonableness of any sale, lease, license or other disposition of such Collateral.

(ii) Deficiency. Each Loan Party shall remain liable for all amounts of the Obligations remaining unpaid as a result of any deficiency of the Proceeds of the sale, lease, license or other disposition of Collateral after such Proceeds are applied to the Obligations as provided in this Agreement.

(iii) Warranties;Sales on Credit. Agent may sell, lease, license or otherwise dispose of the Collateral without giving any warranties and may specifically disclaim any and all warranties, including but not limited to warranties of title, possession, merchantability and fitness. Each Loan Party hereby acknowledges and agrees that Agent’s disclaimer of any and all warranties in connection with a sale, lease, license or other disposition of Collateral will not be considered to adversely affect the commercial reasonableness of any such disposition of the Collateral. If Agent sells, leases, licenses or otherwise disposes of any of the Collateral on credit, Borrowers will be credited only with payments actually made in cash by the recipient of such Collateral and received by Agent and applied to the Obligations. If any Person fails to pay for Collateral acquired pursuant to this Section 7.3(f) on credit, Agent may re-offer the Collateral for sale, lease, license or other disposition.

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(g) InvestmentProperty; Voting and Other Rights; Irrevocable Proxy.

(i) All rights of each Loan Party to exercise any of the voting and other consensual rights which it would otherwise be entitled to exercise in accordance with the terms hereof with respect to any Investment Property, and to receive any dividends, payments, and other distributions which it would otherwise be authorized to receive and retain in accordance with the terms hereof with respect to any Investment Property, shall upon written notice to the relevant Loan Party, at the election of Agent following the occurrence and during the continuance of an Event of Default, cease, and all such rights shall thereupon become vested solely in Agent, and Agent (personally or through an agent) shall thereupon be solely authorized and empowered, without notice, to (A) transfer and register in its name, or in the name of its nominee, the whole or any part of the Investment Property, it being acknowledged by each Loan Party that any such transfer and registration may be effected by Agent through its irrevocable appointment as attorney-in-fact pursuant to Section 7.3(g)(ii) and Section 4.4 of this Agreement, (B) exchange certificates and/or instruments representing or evidencing Investment Property for certificates and/or instruments of smaller or larger denominations, (C) exercise the voting and all other rights as a holder with respect to all or any portion of the Investment Property (including, without limitation, all economic rights, all control rights, authority and powers, and all status rights of each Loan Party as a member or as a shareholder (as applicable) of the Issuer), (D) collect and receive all dividends and other payments and distributions made thereon, (E) notify the parties obligated on any Investment Property to make payment to Agent of any amounts due or to become due thereunder, (F) endorse instruments in the name of each Loan Party to allow collection of any Investment Property, (G) enforce collection of any of the Investment Property by suit or otherwise, and surrender, release, or exchange all or any part thereof, or compromise or renew for any period (whether or not longer than the original period) any liabilities of any nature of any Person with respect thereto, (H) consummate any sales of Investment Property or exercise any other rights as set forth in Section 7.3(f) hereof, (I) otherwise act with respect to the Investment Property as though Agent was the outright owner thereof, and (J) exercise any other rights or remedies Agent may have under the UCC, other applicable law, or otherwise.

(ii) EACH LOAN PARTY HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS ITS PROXY AND ATTORNEY-IN-FACT FOR SUCH LOAN PARTY WITH RESPECT TO ALL OF EACH SUCH LOAN PARTY’S INVESTMENT PROPERTY WITH THE RIGHT (EXERCISABLE SOLELY DURING THE CONTINUANCE OF AN EVENT OF DEFAULT), UPON WRITTEN NOTICE TO THE RELEVANT LOAN PARTY, TO TAKE ANY OF THE FOLLOWING ACTIONS: (A) TRANSFER AND REGISTER IN AGENT’S NAME, OR IN THE NAME OF ITS NOMINEE, THE WHOLE OR ANY PART OF THE INVESTMENT PROPERTY, (B) VOTE THE PLEDGED EQUITY, WITH FULL POWER OF SUBSTITUTION TO DO SO, (C) RECEIVE AND COLLECT ANY DIVIDEND OR ANY OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF, OR IN EXCHANGE FOR, THE INVESTMENT PROPERTY OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO ANY LOAN PARTY FOR THE SAME, (D) EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES, AND REMEDIES (INCLUDING ALL ECONOMIC RIGHTS, ALL CONTROL RIGHTS, AUTHORITY AND POWERS, AND ALL STATUS RIGHTS OF EACH LOAN PARTY AS A MEMBER OR AS A SHAREHOLDER (AS APPLICABLE) OF THE ISSUER) TO WHICH A HOLDER OF THE PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED EQUITY, GIVING OR WITHHOLDING WRITTEN CONSENTS OF MEMBERS OR SHAREHOLDERS, CALLING SPECIAL MEETINGS OF MEMBERS OR SHAREHOLDERS, AND VOTING AT SUCH MEETINGS), AND (E) TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE VALID AND IRREVOCABLE UNTIL (X) ALL OF THE OBLIGATIONS (OTHER THAN CONTINGENT INDEMNIFICATION AND EXPENSE REIMBURSEMENT OBLIGATIONS FOR WHICH NO CLAIM HAS BEEN ASSERTED) HAVE BEEN PAID IN FULL IN CASH IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (Y) AGENT AND LENDERS HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (Z) THE COMMITMENTS UNDER THIS AGREEMENT HAVE EXPIRED OR HAVE BEEN TERMINATED (IT BEING UNDERSTOOD AND AGREED THAT SUCH OBLIGATIONS WILL BE AUTOMATICALLY REINSTATED IF AT ANY TIME PAYMENT, IN WHOLE OR IN PART, OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY AGENT OR ANY LENDER FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS A PREFERENCE, FRAUDULENT CONVEYANCE, OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY, OR SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT IN THE EVENT PAYMENT OF ALL OR ANY PART OF THE OBLIGATIONS IS RESCINDED OR MUST BE RESTORED OR RETURNED, ALL REASONABLE AND DOCUMENTED OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE AND DOCUMENTED ATTORNEYS’ FEES AND DISBURSEMENTS) INCURRED BY AGENT IN DEFENDING AND ENFORCING SUCH REINSTATEMENT SHALL HEREBY BE DEEMED TO BE INCLUDED AS A PART OF THE OBLIGATIONS). SUCH APPOINTMENT OF AGENT AS PROXY AND AS ATTORNEY-IN-FACT SHALL BE VALID AND IRREVOCABLE AS PROVIDED HEREIN NOTWITHSTANDING ANY LIMITATIONS TO THE CONTRARY SET FORTH IN ANY ORGANIC DOCUMENTS OF ANY LOAN PARTY, ANY ISSUER, OR OTHERWISE.

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(iii) In order to further effect the foregoing transfer of rights in favor of Agent, during the continuance of an Event of Default, each Loan Party hereby authorizes and instructs each Issuer of Investment Property pledged by such Loan Party to comply with any instruction received by such Issuer from Agent without any other or further instruction from such Loan Party, and each Loan Party acknowledges and agrees that each Issuer shall be fully protected in so complying, and to pay any dividends, distributions, or other payments with respect to any of the Investment Property directly to Agent.

(iv) Upon exercise of the proxy set forth herein, all prior proxies given by any Loan Party with respect to any of the Pledged Equity or other Investment Property, as applicable (other than to Agent), are hereby revoked, and no subsequent proxies (other than to Agent) will be given with respect to any of the Pledged Equity or any of the other Investment Property, as applicable, unless Agent otherwise subsequently agrees in writing. Agent, as proxy, will be empowered and may exercise the irrevocable proxy to vote the Pledged Equity and/or the other Investment Property at any and all times during the existence of an Event of Default, including, without limitation, at any meeting of shareholders or members, as the case may be, however called, and at any adjournment thereof, or in any action by written consent, and may waive any notice otherwise required in connection therewith. To the fullest extent permitted by applicable law, Agent shall have no agency, fiduciary, or other implied duties to any Loan Party, any Issuer, any Loan Party, or any other Person when acting in its capacity as such proxy or attorney-in-fact. Each Loan Party hereby waives and releases any claims that it may otherwise have against Agent with respect to any breach, or alleged breach, of any such agency, fiduciary, or other duty.

(v) Any transfer to Agent or its nominee, or registration in the name of Agent or its nominee, of the whole or any part of the Investment Property shall be made solely for purposes of effectuating voting or other consensual rights with respect to the Investment Property in accordance with the terms of this Agreement and is not intended to effectuate any transfer of ownership of any of the Investment Property. Notwithstanding the delivery by Agent of any instruction to any Issuer or any exercise by Agent of an irrevocable proxy or otherwise, Agent shall not be deemed the owner of, or assume any obligations or any liabilities whatsoever of the owner or holder of, any Investment Property unless and until Agent expressly accepts such obligations in a duly authorized and executed writing and agrees in writing to become bound by the applicable Organic Documents or otherwise becomes the owner thereof under applicable law (including through a sale as described in Section 7.3(f) hereof). The execution and delivery of this Agreement shall not subject Agent to, or transfer or pass to Agent, or in any way affect or modify, the liability of any Loan Party under the Organic Documents of any Issuer or any related agreements, documents, or instruments or otherwise. In no event shall the execution and delivery of this Agreement by Agent, or the exercise by Agent of any rights hereunder or assigned hereby, constitute an assumption of any liability or obligation whatsoever of any Loan Party to, under, or in connection with any of the Organic Documents of any Issuer or any related agreements, documents, or instruments or otherwise.

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(h) Electionof Remedies. Subject to the Required Lenders’ right to direct the Agent to take action pursuant to the terms of this Agreement, Agent shall have the right in Agent’s sole discretion to determine which rights, security, Liens and/or remedies Agent may at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to, without in any way impairing, modifying or affecting any of Agent’s other rights, security, Liens or remedies with respect to such property, or any of Agent’s rights or remedies under this Agreement or any other Loan Document.

(i) Agent’sObligations. Each Loan Party agrees that Agent shall not have any obligation to preserve rights to any Collateral against prior parties or to marshal any Collateral of any kind for the benefit of any other creditor of any Loan Party or any other Person. Agent shall not be responsible to any Loan Party or any other Person for loss or damage resulting from Agent’s failure to enforce its Liens or collect any Collateral or Proceeds or any monies due or to become due under the Obligations or any other liability or obligation of any Loan Party to Agent.

(j) Waiverof Rights by Loan Parties. Except as otherwise expressly provided for in this Agreement or by non-waivable applicable law, each Loan Party waives: (i) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Agent or any Lender on which any Loan Party may in any way be liable, and hereby ratifies and confirms whatever Agent and such Lender may do in this regard, (ii) all rights to notice and a hearing prior to Agent’s taking possession or control of, or to Agent’s replevy, attachment or levy upon, the Collateral or any bond or security which might be required by any court prior to allowing Agent to exercise any of its remedies and (iii) the benefit of all valuation, appraisal, marshalling and exemption laws.

8.	LOAN GUARANTY.

8.1 Guaranty. Each Guarantor hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to Agent and Lenders, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, all of the Obligations and all costs and expenses, including all court costs and documented attorneys’ and paralegals’ fees and expenses paid or incurred by Agent or Lenders in endeavoring to collect all or any part of the Obligations from, or in prosecuting any action against, any Borrower, any Guarantor of all or any part of the Obligations (and such costs and expenses paid or incurred shall be deemed to be included in the Obligations). Each Guarantor further agrees that the Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any branch or Affiliate of Agent or any Lender that extended any portion of the Obligations.

8.2 Guaranty ofPayment. This Loan Guaranty is a guaranty of payment and not of collection. Each Guarantor waives any right to require Agent or any Lender to sue or otherwise take action against any Borrower, any other Guarantor, or any other Person obligated for all or any part of the Obligations, or otherwise to enforce its payment against any Collateral securing all or any part of the Obligations.

8.3 No Discharge or Diminishment of Loan Guaranty.

(a) Except as otherwise expressly provided for herein, the obligations of each Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the payment in full in cash of all of the Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other Guarantor; (iii) any insolvency, bankruptcy, reorganization, arrangement, wind up, receivership, liquidation or other similar proceeding affecting any Borrower or any other Guarantor, or their assets or any resulting release or discharge of any obligation of any Borrower or any other Guarantor; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Borrower, any other Guarantor, Agent, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions.

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(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Borrower or any other Guarantor, of the Obligations or any part thereof.

(c) Further, the obligations of any Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of Agent or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for all or any part of the Obligations or all or any part of any obligations of any Guarantor; (iv) any action or failure to act by Agent or any Lender with respect to any Collateral; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all of the Obligations).

8.4 DefensesWaived. To the fullest extent permitted by applicable law, each Guarantor hereby waives any defense based on or arising out of any defense of any Guarantor or the unenforceability of all or any part of the Obligations from any cause, or the cessation from any cause of the liability of any Guarantor, other than the payment in full in cash of all of the Obligations. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, or any other Person. Each Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any Collateral, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other Guarantor or exercise any other right or remedy available to it against any Borrower or any other Guarantor, without affecting or impairing in any way the liability of any Guarantor under this Loan Guaranty except to the extent the Obligations have been fully and paid in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any Borrower or any other Guarantor or any security.

8.5 Rights ofSubrogation. No Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Borrower or any other Guarantor, or any Collateral, until the Termination Date.

8.6 Reinstatement;Stay of Acceleration. If at any time any payment of any portion of the Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, arrangement, receivership, wind-up, liquidation, or reorganization of any Borrower or any other Person, or otherwise, each Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not Agent or any Lender is in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy, arrangement, receivership, wind-up, liquidation or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Obligations shall nonetheless be payable by the Loan Parties forthwith on demand by Agent. This Section 8.6 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Obligations.

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8.7Information. Each Guarantor assumes all responsibility for being and keeping itself informed of Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this Loan Guaranty, and agrees that neither Agent nor any Lender shall not have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.

8.8Termination. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Loan Guaranty as to future Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Agent, (b) no such revocation shall apply to any Obligations in existence on the date of receipt by Agent of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of any Lender, (d) no payment by any Borrower, any other Guarantor, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of any Guarantor hereunder, and (e) any payment, by any Borrower or from any source other than a Guarantor which has made such a revocation, made subsequent to the date of such revocation, shall first be applied to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of any Guarantor hereunder.

8.9 MaximumLiability. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any federal, provincial, territorial or state corporate law or other law governing business entities, or any state, provincial, territorial, federal or foreign bankruptcy, insolvency, arrangement, liquidation, wind-up, receivership, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Parties, Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This Section with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of Agent and Lenders to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of Agent and Lenders hereunder, provided, that, nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.

8.10Contribution. In the event any Guarantor shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty (such Guarantor a “Paying Guarantor”), each other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Section 8.10, each Non-Paying Guarantor’s “Applicable Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (a) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from Borrowers after the date hereof (whether by loan, capital infusion or by other means) to (b) the aggregate Maximum Liability of all Loan Parties hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantor, the aggregate amount of all monies received by such Loan Parties from Borrowers after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Guarantor’s several liability for the entire amount of the Obligations (up to such Guarantor’s Maximum Liability). Each of the Loan Parties covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of all of the Obligations. This provision is for the benefit of Agent, each Lender and the Loan Parties and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

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8.11 LiabilityCumulative. The liability of each Guarantor under this Section 8 is in addition to and shall be cumulative with all liabilities of each Guarantor to Agent and each Lender under this Agreement and the other Loan Documents to which such Guarantor is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

9.	PAYMENTS FREE OF TAXES; OBLIGATION TO WITHHOLD; PAYMENTS ON ACCOUNT OF TAXES.
9.1	Taxes.
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(a) Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable law. If, however, applicable laws require the Loan Parties to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such laws as the case may be, upon the basis of the information and documentation to be delivered pursuant to clause (e) below.

(b) If any Loan Party shall be required by applicable law to withhold or deduct any Taxes from any payment, then (i) such Loan Party shall withhold or make such deductions as are required by applicable laws, (ii) such Loan Party shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable laws, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Loan Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. Upon request by Agent or any Lender or other Recipient, Borrowers shall deliver to Agent or such Lender or such other Recipient, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment of Indemnified Taxes, a copy of any return required by applicable law to report such payment or other evidence of such payment reasonably satisfactory to Agent or such Lender or such other Recipient, as the case may be.

(c) Without limiting the provisions of subsections (a) and (b) above, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(d) Without duplication of payments made pursuant to subsections (a) through (c) above, each Loan Party shall, and does hereby, on a joint and several basis indemnify Agent, each Lender and each other Recipient and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid or incurred by Agent, such Lender or any other Recipient on account of, or in connection with any Loan Document or a breach by a Loan Party thereof, and any penalties, interest and reasonable and documented expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to Borrowers shall be conclusive absent manifest error.

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(e) If Agent, any Lender or any Participant is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, Agent and each Lender, as applicable, shall deliver to Borrowers and each such Participant shall deliver to such Lender granting the participation, at the time or times prescribed by applicable laws or reasonably requested by the Borrowers or such Lender granting the participation, such properly completed and executed documentation as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Agent and each Lender shall deliver to Borrowers and each Participant shall deliver to Agent and such Lender granting the participation, at the time or times prescribed by applicable laws or reasonably requested by the Borrowers or such Lender granting the participation, such properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of any jurisdiction or such other reasonably requested information as will enable Borrowers or such Lender granting the participation, as the case may be, to determine (i) whether or not payments made hereunder or under any other Loan Document are subject to Taxes or information reporting requirements, (ii) if applicable, the required rate of withholding or deduction, and (iii) such Lender’s or Participant’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Recipient by the Loan Parties pursuant to this Agreement or otherwise to establish such Recipient’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 9.1(e)(i), (ii) or (iii)) shall not be required if in the Lender’s or Participant’s reasonable judgment such completion, execution or submission would subject such Lender or Participant to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Participant (this provision shall be referred to as the “Lender Documentation Exception”).

Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the United States:

(i) Each Recipient that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to Borrowers (or such Lender granting a participation as applicable) on or about the date on which such Recipient becomes an agent or a lender (or such Participant is granted a participation) under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or such Lender granting such participation), executed copies of Internal Revenue Service Form W-9 (or any successor form), certifying that such Recipient is exempt from U.S. federal backup withholding tax;

(ii) Each Recipient that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Non-U.S. Recipient”) shall deliver to Borrowers (and such Lender granting a participation in case the Non-U.S. Recipient is a Participant) on or prior to the date on which such Non-U.S. Person becomes an agent or a lender (or such Participant is granted a participation) under this Agreement (and from time to time thereafter upon the reasonable request of Borrowers or such Lender granting such participation but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed copies of Internal Revenue Service Form W-8BEN (or any successor form) or Form W-8BEN-E (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of Internal Revenue Service Form W-8ECI (or any successor form); (C) to the extent a Non-U.S. Recipient is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY (or any successor form) accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-1 or Exhibit I-2, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Recipient is a partnership and one or more direct or indirect partners of such Recipient are claiming the portfolio interest exemption, such Recipient may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-3 on behalf of each such direct and indirect partner and all other required supporting documentation; (D) each Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, shall provide (x) a certificate to the effect that such Non-U.S. Recipient is not (I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (II) a “10 percent shareholder” of the Borrowers within the meaning of section 871(h)(3)(B) of the Code, or (III) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of Internal Revenue Service Form W-8BEN (or any successor form) or Form W-8BEN-E (or any successor form); and/or (E) executed copies of any other form prescribed by applicable law (including FATCA) as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrowers or any Lender granting a participation, to determine the withholding or deduction required to be made;

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(iii) If a payment made to Agent or any Lender (or Participant) under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if Agent or such Lender (or such Participant) were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), Agent or such Lender (or such Participant) shall deliver to the Borrowers and such Lender granting such participation at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or such Lender granting such participation such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or such Lender granting such participation as may be necessary for the Borrowers and such Lender granting such participation to comply with their obligations under FATCA and to determine that such Lender or such Participant has complied with such Lender’s or such Participant’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement;

(iv) If any form or certification previously delivered by any Recipient expires or becomes obsolete or inaccurate in any respect, such Recipient shall update such form or certification or promptly notify Borrowers (or such Lender granting a participation) of its legal inability to do so; and

(v) Notwithstanding anything herein to the contrary, Agent shall deliver to the Borrowers a duly executed IRS Form W-9.

(f) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 9.1 (including by the payment of additional amounts pursuant to this Section 9.1), it shall pay to the applicable Loan Party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 9.1(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 9.1(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 9.1(f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. For purposes of this Section 9.1(f), all references to “refund” shall include the monetary benefit of a credit received in lieu of a refund of Taxes.

(g) Each party’s obligations under this Section 9.1 shall survive any assignment of rights by any Lender or any Participant and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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(h) For purposes of this Section 9.1, the term “applicable law” includes FATCA.

10.	GENERAL PROVISIONS.
10.1	Notices.
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(a) Notice by Approved Electronic Communications.

Agent, each Lender and each of its Affiliates is authorized to transmit, post or otherwise make or communicate, in its sole discretion (but shall not be required to do so), by Approved Electronic Communications in connection with this Agreement or any other Loan Document and the transactions contemplated therein, including the posting of Specified Materials by Agent to the Lending Parties on an Approved Electronic System. Agent is hereby authorized to establish procedures to provide access to and to make available or deliver, or to accept, notices, documents and similar items by posting to any Approved Electronic System. Each of the Loan Parties, Agent and each Lender hereby acknowledges and agrees that the use of Electronic Systems and Approved Electronic Communications is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing Agent, each Lender and each of its Affiliates to transmit Approved Electronic Communications. All Approved Electronic Systems and Approved Electronic Communications shall be provided “as is” and “as available”. None of Agent, any Lender or any of its Affiliates or Related Persons warrants the accuracy, adequacy or completeness of any Specified Materials, Electronic System or electronic transmission and disclaims all liability for errors or omissions therein. No warranty of any kind is made by Agent, any Lender or any of its Affiliates or Related Persons in connection with any Electronic System or electronic transmission, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects. Each Borrower and each other Loan Party executing this Agreement agrees that neither Agent, nor any Lender has responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Approved Electronic System or any Approved Electronic Communication or otherwise required for any Approved Electronic System or any Approved Electronic Communication.

No Approved Electronic Communications shall be denied legal effect merely because it is made electronically. Approved Electronic Communications that are not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such Approved Electronic Communication, an E-Signature, upon which Agent, each Lender and the Loan Parties may rely and assume the authenticity thereof. Each Approved Electronic Communication containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original. Each E-Signature shall be deemed sufficient to satisfy any requirement for a “signature” and each Approved Electronic Communication shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to this Agreement, any other Loan Document, the Uniform Commercial Code, the Federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural law governing such subject matter. Each party or beneficiary hereto agrees not to contest the validity or enforceability of an Approved Electronic Communication or E-Signature under the provisions of any applicable law requiring certain documents to be in writing or signed; provided, that nothing herein shall limit such party’s or beneficiary’s right to contest whether an Approved Electronic Communication or E-Signature has been altered after transmission.

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(b) All Other Notices.

All notices, requests, demands and other communications under or in respect of this Agreement or any transactions hereunder, other than those approved for or required to be delivered by Approved Electronic Communications (including via an Approved Electronic System or otherwise pursuant to Section 10.1(a)), shall be in writing and shall be personally delivered or mailed (by prepaid registered or certified mail, return receipt requested), sent by prepaid recognized overnight courier service, or by email to the applicable party at its address or email address indicated below,

If to Agent:

White Oak Commercial Finance, LLC

1155 Avenue of the Americas

New York, New York 10036

Attention: Glenn Schwartz

Email: gschwartz@whiteoakcf.com

with a copy to:

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attention: Jennifer Yount and Rafael Alvarado

Email: jenniferyount@paulhastings.com; rafaelalvarado@paulhastings.com

If to any Lender, to the address set forth on Schedule F for such Lender.

If to Borrowers or any other Loan Party:

c/o Nine Energy Service, Inc.

2001 Kirby Drive, Suite 200

Houston, Texas 77019

Attention: Guy Sirkes

Email: Guy.Sirkes@nineenergyservice.com

with a copy to:

Kirkland & Ellis LLP

609 Main Street

Houston, TX 77002

Attention: Mary Kogut, P.C. and James B. Kelly

Email: mary.kogut@kirkland.com; james.kelly@kirkland.com

or, as to each party, at such other address as shall be designated by such party in a written notice to the other party delivered as aforesaid. All such notices, requests, demands and other communications shall be deemed given (i) when personally delivered, (ii) three (3) Business Days after being deposited in the mails with postage prepaid (by registered or certified mail, return receipt requested), (iii) one (1) Business Day after being delivered to the overnight courier service, if prepaid and sent overnight delivery, addressed as aforesaid and with all charges prepaid or billed to the account of the sender, or (iv) when sent by email transmission to an email address designated by such addressee and the sender receives a confirmation of transmission.

10.2Severability. If any provision of this Agreement or any other Loan Document is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances, or excised from this Agreement or such other Loan Document, as the situation may require, and this Agreement and the other Loan Documents shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein or therein, as the case may be.

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10.3Integration. This Agreement and the other Loan Documents represent the final, entire and complete agreement between each Loan Party hereto and thereto, Agent and Lenders and supersede all prior and contemporaneous negotiations, oral representations and agreements, all of which are merged and integrated into this Agreement. THERE ARE NO ORAL UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES THAT ARE NOT SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

10.4 Waivers. The failure of Agent or any Lender at any time or times to require any Loan Party to strictly comply with any of the provisions of this Agreement or any other Loan Documents shall not waive or diminish any right of Agent or any Lender later to demand and receive strict compliance therewith. Any waiver of any default shall not waive or affect any other default, whether prior or subsequent, and whether or not similar. None of the provisions of this Agreement or any other Loan Document shall be deemed to have been waived by any act or knowledge of Agent or any Lender or any of their agents or employees, but only by a specific written waiver signed by an authorized officer of Agent and delivered to Borrowers. Once an Event of Default shall have occurred, it shall be deemed to continue to exist and not be cured or waived unless specifically cured pursuant to the terms of this Agreement or waived in writing by an authorized officer of Agent and Required Lenders and delivered to Borrowers. Each Loan Party waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, release, compromise, settlement, extension or renewal of any commercial paper, Instrument, Account, General Intangible, Document, Chattel Paper, Investment Property or guaranty at any time held by Agent or any Lender on which such Loan Party is or may in any way be liable, and notice of any action taken by Agent or any Lender, unless expressly required by this Agreement, and notice of acceptance hereof.

10.5	Amendment.

(a) Subject to Section 2.1(d), no amendment, modification or waiver of any provision of this Agreement or any other Loan Document, and no consent or approval with respect to any departure by any Loan Party therefrom, shall be effective unless the same shall be in writing (which such writing may be provided via email to the extent acceptable to the Agent) and signed (or sent) by Agent, the Required Lenders (or by Agent with the consent of the Required Lenders or by counsel to the Agent with consent of the Agent or the Required Lenders), and the Loan Parties (or by counsel to the Loan Parties), and then such waiver shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, modification, consent or approval shall, unless in writing (or email to the extent acceptable to the Agent) and signed (or sent) by all the Lenders directly affected thereby (or by Agent with the consent of all the Lenders directly affected thereby or by counsel to the Agent with the consent of all of the Lenders directly affected thereby), in addition to Agent, the Required Lenders (or by Agent with the consent of the Required Lenders), and the Borrowers, do any of the following:

(i) increase or extend the Revolving Commitment of such Lender (or reinstate any Revolving Commitments previously terminated);

(ii) postpone or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, the Prepetition ABL Credit Agreement Premium, fees or other amounts (other than principal) due to such Lender hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 1.8(a) may be postponed, delayed, reduced, waived or modified with the consent of the Required Lenders);

(iii) reduce the principal of, or the rate of interest specified herein (it being agreed that waiver of the default interest margin shall only require the consent of Agent) or the amount of interest payable in cash specified herein on the Loans of such Lender, or of the Prepetition ABL Credit Agreement Premium, fees or other amounts payable hereunder or under any other Loan Document for such Lender;

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(iv) change the percentage of the Revolving Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder;

(v) amend this Section 10.5 or, subject to the terms of this Agreement, the definition of Required Lenders, the definition of Pro Rata Share or any provision providing for consent or other action by all Lenders;

(vi) discharge any Loan Party from its respective payment Obligations under the Loan Documents, or release all or substantially all of the Collateral or the guarantees of the Obligations, except as otherwise may be provided in this Agreement or the other Loan Documents;

(vii) modify the Accounts Advance Rate or the Inventory Advance Rates;

(viii) modify the definition of “Borrowing Base,” or any component or defined term within “Borrowing Base”;

(ix) change the general criteria for acceptability of Eligible Billed Accounts, Eligible Foreign Billed Accounts, Eligible Unbilled Accounts or Eligible Inventory;

(x) increase the Letter of Credit Limit;

(xi) amend or modify the second sentence of Section 1.2;

(xii) amend or modify Section 1.6(b); or

(xiii) amend or modify Section 4.2.

(b) No amendment, waiver or consent shall, unless in writing and signed by Agent, and the Required Lenders or all Lenders directly affected thereby or all the Lenders, as the case may be (or by Agent with the consent of the Required Lenders or all the Lenders directly affected thereby or all the Lenders), affect the rights or duties of Agent under this Agreement or any other Loan Document.

(c) Notwithstanding anything to the contrary contained in this Section 10.5 or any other provision of this Agreement or any other Loan Document, Agent and the Borrower may amend or modify this Agreement and any other Loan Document (without the consent of any Lender) to (i) cure any ambiguity, omission, mistake, error, defect or inconsistency herein or therein, and (ii) grant a new Lien for the benefit of the Agent and Lenders, extend an existing Lien over additional assets for the benefit of the Lenders or join additional Persons as Loan Parties.

(d) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that any of the matters governed by Section 10.5(a)(i) through (iii) that affect such Defaulting Lender may not be amended without the consent of such Defaulting Lender.

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(e) In the event that (i) Agent or Borrowers request the consent of a Lender pursuant to this Section 10.5 with respect to any action to be taken by Lenders or Agent hereunder that requires the consent, authorization, or agreement of a Lender, and such consent, authorization or agreement is denied by such Lender but otherwise granted by the Required Lenders, (ii) any Lender (other than Agent) makes a request makes any request for increased costs pursuant to Section 1.9(b) or (iii) any Lender (other than Agent) invokes the Lender Documentation Exception), then Agent or Borrowing Agent may, at its option, require such Lender to assign its interest in the Loans and its Revolving Loans Commitment to Agent or to another Lender or to any other Person designated by Agent or Borrower and reasonably acceptable to Agent (the “DesignatedLender”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event Agent or Borrowing Agent elects to require any Lender to assign its interest to Agent or to the Designated Lender, Agent or Borrower will so notify such Lender in writing within thirty (30) days following such Lender’s denial, and such Lender will assign its interest to Agent or the Designated Lender no later than five (5) Business Days following receipt of such notice pursuant to the applicable documentation executed by such Lender, Agent or the Designated Lender, as appropriate, and Agent.

10.6 Time ofEssence. Time is of the essence in the performance by each Loan Party of each and every obligation under this Agreement and the other Loan Documents.

10.7 Expenses, Feeand Costs Reimbursement. Borrowers hereby agree to promptly and jointly and severally pay to the extent provided for in the DIP Orders and subject to the limitations set forth herein and therein in respect of Agent Advisors (a) all fees, costs and expenses of Agent and each Lender (including Agent’s underwriting fees) and (b) all out of pocket fees, costs and expenses of legal counsel to, and appraisers, accountants, consultants and other professionals and advisors retained by or on behalf of, Agent or such Lender, all of which shall be reasonable, prior to the occurrence and continuance of an Event of Default, in connection with: (i) all loan proposals and commitments pertaining to the transactions contemplated hereby (whether or not such transactions are consummated), (ii) the examination, review, due diligence investigation, documentation, negotiation, and closing of the transactions contemplated by the Loan Documents (whether or not such transactions are consummated), (iii) the creation, perfection and maintenance of Liens pursuant to the Loan Documents, (iv) the performance by Agent or any Lender of its rights and remedies under the Loan Documents, (v) the administration of the Loans (including usual and customary fees for wire transfers and other transfers or payments received by Agent or any Lender on account of any of the Obligations) and Loan Documents, (vi) any amendments, modifications, consents and waivers to and/or under any and all Loan Documents (whether or not such amendments, modifications, consents or waivers are consummated), (vii) any periodic public record searches conducted by or at the request of Agent or any Lender (including, title investigations and public records searches), pending litigation and tax lien searches and searches of applicable corporate, limited liability company, partnership and related records concerning the continued existence, organization and good standing of certain Persons), (viii) protecting, storing, insuring, handling, maintaining, auditing, examining, valuing or selling any Collateral, (ix) any litigation, dispute, suit or proceeding relating to any Loan Document, and (x) any workout, collection, bankruptcy, insolvency, receivership, liquidation, wind-up and other enforcement proceedings under any and all of the Loan Documents (it being agreed that such costs and expenses may include the costs and expenses of workout consultants, investment bankers, financial consultants, appraisers, valuation firms and other professionals and advisors retained by or on behalf of Agent as otherwise provided for in this Agreement), and (c) without limitation of the preceding clauses (a) and (b), all out of pocket costs and expenses of Agent in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder by Agent or any Lender). Any fees, costs and expenses owing by Borrowers or any other Loan Party hereunder shall be due and payable within thirty (30) days after Borrowers’ receipt of written demand therefor from Agent or a Lender entitled to reimbursement pursuant to this Section 10.7 (or by such other time as provided in the DIP Orders). This Section 10.7 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

10.8	Benefit of Agreement; Assignability.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrowers, each other Loan Party hereto, Agent and each Lender; provided, (a) that neither any Borrower nor any other Loan Party may assign or transfer any of its rights under this Agreement without the prior written consent of Agent, and any prohibited assignment shall be void and (b) assignments by any Lender shall be subject to this Section 10.8. No consent by Agent to any assignment shall release any Loan Party from its liability for any of the Obligations. Agent and each Lender shall have the right to assign all or any of its rights and obligations under the Loan Documents to one or more other Persons subject to Section 10.8(b), and each Loan Party agrees, to the extent applicable, to execute any agreements, instruments and documents requested by Agent in connection with any such assignments. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, each Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of such Lender, including any pledge or grant to secure obligations to a Federal Reserve Bank, financial institution or other funding source (other than any Loan Party, any Affiliate thereof or any natural person) or any trustee or agent therefor in support of obligations owing by such Lender to such Person(s).

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(b) LenderAssignments. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Commitments and its rights and obligations with respect to its portion of the Loans) (each a “Sale”) to:

(i) any existing Lender;

(ii) any Affiliate or Approved Fund of any existing Lender;

(iii) any other Person acceptable to (x) Agent (such acceptance by Agent not to be unreasonably withheld or delayed) and (y) Borrowers (such acceptance by Borrowers not to be unreasonably withheld or delayed); provided, however, that:

(A) in the event an Event of Default has occurred and is continuing the consent of Borrowers shall not be required for any Sale;

(B) the consent of Borrower shall be deemed to have been given unless an objection is delivered to Agent within ten (10) Business Days after written notice of a proposed Sale is delivered to Borrowers;

(C) for each Revolving Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment and Acceptance) of the Revolving Loan and the Revolving Commitments subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Agent.

Notwithstanding the foregoing, Agent’s refusal to accept a Sale to a Loan Party, a Subsidiary or Affiliate of a Loan Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. No assignment hereunder shall be permitted if to any Ineligible Assignee.

(c) Procedure. The assignee and assignor parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) below) shall execute and deliver to Agent an Assignment and Acceptance evidencing such Sale, together with any existing note subject to such Sale (or any affidavit of loss therefor acceptable to Agent), any Tax forms required to be delivered pursuant to Section 9 and payment of an assignment fee in the amount of $3,500 to Agent, unless waived or reduced by Agent, provided that (1) if a Sale by a Lender is made to an Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connection with such Sale, and (2) if a Sale by a Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Lender, and concurrently to one or more Affiliates or Approved Funds of such Assignee, then only one assignment fee of $3,500 (unless waived or reduced by Agent) shall be due in connection with such Sale. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Sale is made in accordance with Section 10.9, upon Agent consenting to such Sale, from and after the effective date specified in the Assignment and Acceptance, Agent shall record or cause to be recorded in the Register the information contained in such Assignment and Acceptance.

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(d) Effectiveness. Subject to the Register recording requirements by Agent relating to an Assignment and Acceptance pursuant to Section 10.9, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender, (ii) any applicable note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those surviving the termination of the Revolving Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto).

10.9 Recordation ofAssignment. In respect of any Sale of all or any portion of any Lender’s interest in this Agreement and/or any other Loan Documents at any time and from time to time, the following provisions shall be applicable:

(a) Borrowers, or any agent appointed by Borrowers, shall maintain a register (the “Register”) in which there shall be recorded the name and address of each Person holding any Loans or any commitment to lend hereunder, and the principal amount and stated interest payable to such Person hereunder or committed by such Person under such Person’s lending commitment. Borrowers hereby irrevocably appoint Agent (and/or any subsequent Agent appointed by Agent then maintaining the Register) as Borrowers’ non-fiduciary agent for the purpose of maintaining the Register.

(b) In connection with any Sale as aforesaid, the transferor/assignor shall deliver to Agent then maintaining the Register an assignment and assumption agreement executed by the transferor/assignor and the transferee/assignee, setting forth the specifics of the subject transaction, including but not limited to the amount and nature of Obligations and/or lending commitments being transferred or assigned (and being assumed, as applicable), and the proposed effective date of such transfer or assignment and the related assumption (if applicable).

(c) Subject to receipt of any required tax forms reasonably required by Agent, Agent shall record the subject transfer, assignment and assumption in the Register. Anything contained in this Agreement or other Loan Document to the contrary notwithstanding, no Sale shall be effective until it is recorded in the Register pursuant to this Section 10.9(c). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error; and each Borrower, Agent and each Lender shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement and the other Loan Documents. The Register shall be available for inspection by each Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice.

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10.10Participations. Anything in this Agreement or any other Loan Document to the contrary notwithstanding, each Lender may, at any time and from time to time, without the consent of, or notice to, any Borrower or Agent, and without in any manner affecting or impairing the validity of any Obligations, sell participations (each, a “Participation”) to any Person (other than a natural Person, any Loan Party or any Loan Party’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitments and/or the Loans owing to it). In the event of a sale by any Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder and under the other Loan Documents shall remain unchanged for all purposes, (b) Borrowers and Agent shall continue to deal solely and directly with each other in connection with such Lender’s rights and obligations hereunder and under the other Loan Documents and (c) all amounts payable by Borrowers shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender; provided, however, a Participant shall be entitled to the benefits of Section 9.1 as if it were a Lender if Borrowers are notified of the Participation and the Participant complies with Section 9.1(e). Borrowers agree that if amounts outstanding under this Agreement or any other Loan Document are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and the other Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided, that such right of set-off shall not be exercised without the prior written consent of such Lender and shall be subject to the obligation of each Participant to share with such Lender its share thereof. Borrowers also agree that each Participant shall be entitled to the benefits of Section 10.9 as if it were a Lender. Notwithstanding the granting of any such participating interests: (x) Borrowers shall look solely to Lenders for all purposes of this Agreement, the Loan Documents and the transactions contemplated hereby, (y) Borrowers shall at all times have the right to rely upon any amendments, waivers or consents signed by Agent and Required Lenders as being binding upon all of the Participants, and (z) all communications in respect of this Agreement and such transactions shall remain solely between Borrowers, Agent and Lenders (exclusive of Participants) hereunder. Each Lender granting a participation hereunder shall maintain, as a non-fiduciary agent of Borrowers, a register as to the participations granted and transferred under this Section containing the same information specified in Section 10.9 on the Register as if each Participant were a Lender to the extent required to cause the Loans to be in registered form for the purposes of Sections 163(f), 165(j), 871, 881, and 4701 of the Code.

10.11 Headings;Construction. Section and subsection headings are used in this Agreement only for convenience and do not affect the meanings of the provisions that they precede.

10.12 USA PATRIOT ActNotification; CAML.

(a) Agent hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it may be required to obtain, verify and record certain information and documentation that identifies such Person, which information may include the name and address of each such Person and such other information that will allow Agent to identify such Persons in accordance with the USA PATRIOT Act.

(b) Each Loan Party acknowledges that, pursuant to CAML, Agent may be required to obtain, verify and record information regarding directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by Agent, or any prospective assignee or participant of a Lender, in order to comply with any applicable CAML, whether now or hereafter in existence.

(c) If the Agent has ascertained the identity of a Loan Party or any authorized signatories of a Loan Party for the purposes of applicable CAML, then the Agent:

(i) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of applicable CAML; and

(ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that Agent has no obligation to ascertain the identity of a Loan Party or any authorized signatories of a Loan Party on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from a Loan Party or any such authorized signatory in doing so.

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10.13 Counterparts;Email Signatures. This Agreement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by email as a “.pdf” or “.tiff” attachment shall be effective as delivery of a manually executed counterpart of this Agreement. It is understood and agreed that, subject to applicable law, the words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to any Loan Document shall be deemed to include any E-Signature, delivery or the keeping of any record in electronic form (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall have the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system to the extent and as provided for in applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act 2000 (Ontario), the Electronic Transactions Act (British Columbia), the Electronic Transactions Act (Alberta), or any similar state, federal or provincial laws based on the Uniform Electronic Transactions Act or the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada.

10.14 GOVERNINGLAW. THIS AGREEMENT, ALONG WITH ALL OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED OTHERWISE IN SUCH OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT GOVERNED OR SUPERSEDED BY THE BANKRUPTCY CODE) APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW). FURTHER, THE LAW OF THE STATE OF NEW YORK SHALL APPLY TO ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR CONNECTED TO OR WITH THIS AGREEMENT AND ALL SUCH OTHER LOAN DOCUMENTS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).

10.15 WAIVERS ANDJURISDICTION; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; CONSENT TO SERVICE OF PROCESS. ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE BANKRUPTCY COURT AND, IF THE BANKRUPTCY COURT DOES NOT HAVE, OR ABSTAINS FROM JURISDICTION, THEN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IN ANY OTHER COURT (IN ANY JURISDICTION) SELECTED BY THE AGENT IN ITS SOLE DISCRETION, AND EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFOREMENTIONED COURTS. EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR BASED ON UPON 28 U.S.C. § 1404, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING AND ADJUDICATION OF ANY SUCH ACTION, SUIT OR PROCEEDING IN ANY OF THE AFOREMENTIONED COURTS AND AMENDMENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR UNDER ANY AMENDMENT, WAIVER, AMENDMENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON ANY BORROWER OR ANY OTHER LOAN PARTY AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWERS’ NOTICE ADDRESS (ON BEHALF OF THE BORROWERS OR SUCH LOAN PARTY) SET FORTH IN SECTION 10.1 HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE MAIL, OR, AT THE AGENT’S OPTION, BY SERVICE UPON BORROWERS OR ANY OTHER LOAN PARTY IN ANY OTHER MANNER PROVIDED UNDER THE RULES OF ANY SUCH COURTS.

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10.16Publication. Each Borrower and each other Loan Party consents to the publication by Agent and each Lender of a tombstone, press releases or similar advertising material relating to the financing transactions contemplated by this Agreement, and Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

10.17 Confidentiality. Agent and each Lender agrees to use commercially reasonable efforts not to disclose Confidential Information to any Person without the prior consent of Borrowers; provided, however, that nothing herein contained shall limit any disclosure of the tax structure of the transactions contemplated hereby, or the disclosure of any information (a) to the extent required by applicable law, statute, rule, regulation or judicial process or in connection with the exercise of any right or remedy under any Loan Document, or as may be required in connection with the examination, audit or similar investigation of Agent, any Lender or any of their Affiliates, (b) to examiners, auditors, accountants or any regulatory authority, (c) to the officers, partners, managers, directors, employees, agents and advisors (including independent auditors, lawyers and counsel) of Agent, any Lender or any of their Affiliates, (d) in connection with any litigation or dispute which relates to this Agreement or any other Loan Document to which Agent or any Lender is a party or is otherwise subject, (e) to a subsidiary or Affiliate of Agent or any Lender, (f) to any assignee or participant (or prospective assignee or participant) which agrees to be bound by this Section 10.17 and (g) to any lender or other funding source of any Lender (each reference to Lender in the foregoing clauses shall be deemed to include the actual and prospective assignees and participants referred to in clause (f) and the lenders and other funding sources referred to in clause (g), as applicable for purposes of this Section 10.17), and provided further, that in no event shall Agent or any Lender be obligated or required to return any materials furnished by or on behalf of Borrowers or any other Loan Party. The obligations of Agent and each Lender under this Section 10.17 shall supersede and replace the obligations of Agent and each Lender under any confidentiality letter or provision in respect of this financing or any other financing previously signed and delivered by Agent or any Lender to Borrowers or any of their respective Affiliates.

10.18	Borrowing Agency Provisions.

(a) Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with the issuer thereof upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the other Loan Documents, all on behalf of and in the name such Borrower, and hereby authorizes Agent to pay over or credit all Loan proceeds hereunder in accordance with the request of Borrowing Agent.

(b) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither Agent nor any Lender shall incur liability to any Borrower as a result thereof. To induce Agent and each Lender to do so and in consideration thereof, each Borrower hereby indemnifies Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 10.18 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

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(c) All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Agent and Lenders to any Borrower, failure of Agent or any Lender to give any Borrower notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against any Borrower, the release by Agent and Lenders of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent and Lenders to the other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship defenses.

10.19	Agent Provisions.

(a) Appointment and Duties.

(i) Each Lender hereby appoints WOCF (together with any successor Agent pursuant to Section 10.19(j)) as Agent hereunder and authorizes Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Loan Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto.

(ii) Without limiting the generality of clause (a)(i) above, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and are each hereby authorized, to (A) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents, and each Person making any payment in connection with any Loan Document to any Lender is hereby authorized to make such payment to Agent, (B) file and prove claims and file other documents necessary or desirable to allow the claims of the Lenders with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (C) act as collateral agent for Agent and each Lender for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (D) manage, supervise and otherwise deal with the Collateral, (E) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (F) except as may be otherwise specified in any Loan Document, exercise all remedies given to Agent and the Lenders with respect to the Loan Parties and/or the Collateral, whether under the Loan Documents, applicable requirements of law or otherwise and (G) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver.

(iii) Under the Loan Documents, Agent (A) is acting solely on behalf of the Lenders (except to the limited extent provided in Section 10.9 with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined terms “Agent” or the terms “agent” and “collateral agent” and similar terms in any Loan Document to refer to Agent, which terms are used for title purposes only, (B) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Person and (C) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Lender by accepting the benefits of the Loan Documents hereby waives and agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (A) through (C) above.

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(b) BindingEffect. Each Lender, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.

(i) Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (A) under any Loan Document or (B) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

(ii) Notwithstanding clause (c)(i) above, Agent shall not be required to take, or to omit to take, any action (A) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any Related Person thereof or (B) that is, in the opinion of Agent or its counsel, contrary to any Loan Document or applicable requirement of law.

(d) ExclusiveRight to Enforce Rights and Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Loan Documents for the benefit of all the Lenders. In the event of a foreclosure or similar enforcement action by Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to section 363(k), section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), Agent (or any Lender, except with respect to a “credit bid” pursuant to section 363(k), section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Agent at such sale or other disposition. The foregoing shall not prohibit (i) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents, (ii) Agent or any Lender from exercising setoff rights in accordance with Section 7.3(e) or (iii) subject to the following paragraph, Agent or any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any bankruptcy or other debtor relief law; and provided, further, that if at any time there is no Person acting as Agent hereunder and under the other Loan Documents, then the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Sections 7.2 and 7.3 and in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 7.3(e)(ii), any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. In case of the pendency of any bankruptcy or other debtor relief proceeding or any other judicial proceeding relative to any Loan Party, Agent (irrespective of whether the principal of any Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Revolving Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and Agent allowed in such judicial proceeding and to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to the Lenders, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due Agent hereunder.

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(e) Delegationof Rights and Duties. Agent may, (a) upon any term or condition it specifies, delegate or exercise any of their respective rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Lender) and (b) award the title of joint lead arranger to any Affiliate of Agent. Any such Person shall benefit from this Section 10.19 to the extent provided by Agent.

(f) Relianceand Liability.

(i) Agent may, without incurring any liability hereunder, (A) rely on the Register to the extent set forth in Section 10.9, (B) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (C) rely and act upon any document and information (including those transmitted by Approved Electronic Communication) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(ii) Agent and its Related Persons shall not be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender and Loan Party hereby waive and shall not assert (and Borrower shall cause each other Loan Party not a signatory hereto to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Agent: (A) shall not be responsible or otherwise incur liability to any Lender or other Person for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent); (B) shall not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (C) make no warranty or representation, and shall not be responsible, to any Lender or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Loan Party or any Related Person of any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Loan Documents; and (D) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case Agent shall promptly give notice of such receipt to all Lenders). For each of the items set forth in clauses (A) through (D) above, each Lender and the Loan Parties hereby waive and agree not to assert (and Borrower shall cause each other Loan Party not a signatory hereto to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

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(g) AgentIndividually. Agent and its Affiliates may make loans and other extensions of credit to, acquire Equity Interests of, engage in any kind of business with, any Loan Party or Affiliate thereof as though it were not acting as Agent, and may receive separate fees and other payments therefor. To the extent Agent or any of its Affiliates makes any portion of the Revolving Loans or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender” and “Required Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one of the Required Lenders.

(h) LenderCredit Decision.

(i) Each Lender acknowledges that it shall, independently and without reliance upon Agent or any Lender or any of their Related Persons or upon any document (including any offering and disclosure materials in connection with the syndication of the Loans) solely or in part because such document was transmitted by Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Loan Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by Agent to the Lenders, Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of any Loan Party that may come in to the possession of Agent or any of its Related Persons.

(ii) If any Lender has elected to abstain from receiving material non-public information (“MNPI”) concerning the Loan Parties or their Affiliates such Lender acknowledges that, notwithstanding such election, Agent and/or the Loan Parties will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering the Revolving Loans to the credit contact(s) identified for receipt of such information on the Lender’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s compliance policies and contractual obligations and applicable law, including federal and state securities laws; provided, that if such contact is not so identified in such questionnaire, the relevant Lender hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Agent and the Loan Parties upon request therefor by Agent or the Loan Parties. Notwithstanding such Lender’s election to abstain from receiving MNPI, such Lender acknowledges that if such Lender chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Loan Parties or their Affiliates.

(i) Expenses;Indemnities; Withholding.

(i) Each Lender agrees to reimburse Agent and its Related Persons (to the extent not reimbursed by any Loan Party), promptly upon demand, severally and ratably, for any reasonable costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Loan Party) that may be incurred by Agent or its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto or otherwise)) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Document.

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(ii) Each Lender further agrees to indemnify, defend and hold Agent and its Related Persons (to the extent not reimbursed by any Loan Party), in each case, severally and ratably, harmless from and against liabilities (including, to the extent not indemnified pursuant to Section 9, Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender) that may be imposed on, incurred by or asserted against Agent or its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any related document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Agent or its Related Persons under or with respect to any of the foregoing; provided, that no Lender shall be liable to Agent or its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

(iii) To the extent required by any requirement of law, Agent may withhold from any payment to any Lender under a Loan Document an amount equal to any applicable withholding Tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the IRS or any other Governmental Authority asserts a claim that Agent did not properly withhold Tax from amounts paid to or for the account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding Tax with respect to a particular type of payment, or because such Lender failed to notify Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, failed to maintain a Register and/or Participant Register or for any other reason), or Agent reasonably determines that it was required to withhold Taxes from a prior payment but failed to do so, such Lender shall promptly indemnify Agent fully for all amounts paid, directly or indirectly, by Agent as Tax or otherwise, including penalties and interest, and together with all expenses incurred by Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which Agent is entitled to indemnification from such Lender under this Section 10.19(i)(iii).

(j) Resignationof Agent.

(i) Agent may resign at any time by delivering notice of such resignation to the Lenders and Borrowers, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 10.19(j)(i). If Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Agent. If, after thirty (30) days after the date of the retiring Agent’s notice of resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent from among the Lenders. Each resignation and appointment under this clause (i) shall be subject to the prior consent of Borrowers which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default.

(ii) Effective immediately upon its resignation, (A) the retiring Agent shall be discharged from its duties and obligations under the Loan Documents, (B) the Lenders shall assume and perform all of the duties of the retiring Agent until a successor Agent shall have accepted a valid appointment hereunder, (C) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such retiring Agent had been, validly acting as Agent under the Loan Documents and (D) subject to its rights under Section 10.19(c), the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent a successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent under the Loan Documents.

(k) Releaseof Collateral or Guarantors. Each Lender hereby consents to the release and hereby directs Agent to release (or, in the case of clause (ii)(B) below, release or subordinate) the following:

(i) any Subsidiary of Borrower from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Loan Party are sold or transferred in a transaction expressly permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to the Loan Documents; and

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(ii) any Lien held by Agent for the benefit of the Lenders against (A) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Loan Party in a transaction expressly permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to the Loan Documents after giving effect to such transaction have been granted, (B) any property subject to a Lien permitted hereunder in reliance upon Section 5.25(k)(iv) and Section 5.25(l)(vi) and (C) all of the Collateral and all Loan Parties, upon (x) the occurrence of the Termination Date and (y) to the extent requested by Agent, receipt by Agent and the Lenders of liability releases from the Loan Parties each in form and substance satisfactory to Agent.

Each Lender hereby directs Agent, and Agent hereby agrees, upon receipt of reasonable advance written notice from Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.19(k).

(l) NoOther Duties. Notwithstanding anything to the contrary contained herein, no Person identified herein or on the facing page or signature pages hereof or otherwise holding the title of “Arranger”, “Lead Arranger” or “Joint Lead Arranger”, if any, shall have or be deemed to have any right, power, obligation, liability, responsibility or duty under this Agreement or the other Loan Documents, other than: (a) in such Person’s capacity as: (i) Agent or a Lender hereunder and (ii) a Released Party; or (b) under Section 10.19.

10.20 [Reserved].

10.21 DefaultingLender. If any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans shall be excluded for purposes of calculating the fee payable to Lenders in respect of the Unused Line Fee, and such Defaulting Lender shall not be entitled to receive any Unused Line Fee with respect to such Defaulting Lender’s Revolving Commitment or Revolving Loans (in each case not including any fee in connection with any portion of such Defaulting Lenders Revolving Commitment that has been reallocated to non-Defaulting Lenders pursuant to Section 10.21(d) hereof).

(b) the Revolving Commitments and Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.5).

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(c) in the event a Defaulting Lender has defaulted on its obligation to fund any Revolving Loan, or purchase any participation pursuant to Section 1.5 hereof, until such time as the Default Excess with respect to such Defaulting Lender has been reduced to zero, any prepayments or repayments on account of the Revolving Loans or participations pursuant to Section 1.5, in each case to the extent they would be otherwise be payable to such Defaulting Lender, shall be applied first, to the payment of any amounts owing by such Defaulting Lender to Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the LC Issuer of Lender Letters of Credit and to each Letter of Credit guarantor/indemnitor in respect of Supported Letters of Credit; third, to provide cash collateral in the amount of 103% of any LC Issuer’s Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Agent; fifth, if so determined by Agent and the Borrowers, to be held in a Deposit Account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) provide cash collateral in the amount of 103% of the LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Lender Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to Agent, the Lenders, any LC Issuers or any Letter of Credit guarantor/indemnitor as a result of any judgment of a court of competent jurisdiction obtained by Agent, any Lender, any LC Issuer or Letter of Credit guarantor/indemnitor against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Liabilities in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Letter of Credit Liabilities were made at a time when the conditions set forth in Section 1.6 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Liabilities owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 10.21(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(d) If any Letter of Credit Liabilities exist at the time a Lender becomes a Defaulting Lender then:

(i) so long as no Default or Event of Default then exists, all or any part of such Letter of Credit Liabilities shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Shares of the total Revolving Commitments (calculated without regard to such Defaulting Lender’s Revolving Commitments), provided that no Lender’s Revolving Exposure shall exceed its Revolving Commitment;

(ii) if the reallocation described in paragraph (i) above cannot, or can only partially, be effected, the Borrowers shall within one (1) Business Day following notice by Agent, cash collateralize such Defaulting Lender’s Pro Rata Share of all Letter of Credit Liabilities (after giving effect to any partial reallocation pursuant to paragraph (i) above) for so long as any such Letter of Credit Liabilities remain are outstanding;

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s Pro Rata Share of the Letter of Credit Liabilities pursuant to this Section 10.21(d), the Borrowers shall not be required to pay any Letter of Credit Fees to such Defaulting Lender with respect to the portion of such Defaulting Lender’s Pro Rata Share of the Letter of Credit Liabilities which have been cash collateralized (and the Defaulting Lender shall not be entitled to receive any such fees);

(iv) if the Defaulting Lender’s Pro Rata Share of the Letter of Credit Liabilities is reallocated pursuant to this Section 10.21(d), then the Letter of Credit Fees payable to the non-Defaulting Lenders shall be adjusted accordingly; and

(v) if any Defaulting Lender’s Pro Rata Share of the Letter of Credit Liabilities is not cash collateralized or reallocated pursuant to this Section 10.21(d), then without prejudice to any rights or remedies of the applicable Letter of Credit guarantor/indemnitor or LC Issuer hereunder, all Letter of Credit Fees payable hereunder with respect to such Defaulting Lender’s Pro Rata Share of the Letter of Credit Liabilities shall be payable to the applicable LC Issuer or if applicable, the Letter of Credit guarantor/indemnitor.

(e) So long as any Lender is a Defaulting Lender, no LC Issuer shall be required to issue, extend or increase any Letter of Credit and neither Agent nor any Lender shall be required to provide or enter into any Support Agreement in respect of a Letter of Credit, in each case unless it is reasonably satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers, and participating interests in any such newly issued, extended or increased Letter of Credit or Support Agreement shall be allocated among non-Defaulting Lenders in a manner consistent with Section 10.21(d) (and Defaulting Lenders shall not participate therein).

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(f) No reallocation permitted pursuant to Section 10.21(d) shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

(g) In the event that Agent, the LC Issuers and each Letter of Credit guarantor/indemnitor each agrees in writing that a Defaulting Lender has adequately remedied all matters which caused such Lender to become a Defaulting Lender, then the Pro Rata Shares of the Letter of Credit Liabilities of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders or participations in the Revolving Loans as Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans or participations in accordance with its Pro Rata Share; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to any other Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

(h) The rights and remedies with respect to a Defaulting Lender under this Section 10.21 are in addition to any other rights and remedies which the Borrowers, Agent, the LC Issuers or any Letter of Credit guarantor/indemnitor, as applicable, may have against such Defaulting Lender.

10.22	Erroneous Payments.

(a) Each Lender hereby agrees that (i) if Agent notifies such Lender that Agent has determined in its sole discretion that any funds received by such Lender from Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise), individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (ii) such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of Agent to any Lender under this subsection (a) shall be conclusive, absent manifest error.

(b) Without limiting subsection (a) above, each Lender hereby further agrees that if it receives an Erroneous Payment from Agent (or any of its Affiliates) (i) that is in an amount different than (other than a de minimis difference), or on a different date from, that specified in a notice of payment sent by Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous Payment Notice”), or (ii) that was not preceded or accompanied by an Erroneous Payment Notice, it shall be on notice that, in each such case, an error has been made with respect to such Erroneous Payment. Each Lender further agrees that, in each such case, or if it otherwise becomes aware an Erroneous Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify Agent of such occurrence and, upon demand from Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to Agent the amount of any such Erroneous Payment (or portion thereof) that was received by such Lender to the date such amount is repaid to Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

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(c) Each Loan Party hereby agrees that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has received such Erroneous Payment (or portion thereof) for any reason, Agent shall be subrogated to all the rights of such Lender with respect to such amount and (ii) an Erroneous Payment that does not consist of the Loan Parties’ funds, or to the extent an Erroneous Payment consists of the Loan Parties’ funds and such Erroneous Payment has been returned to the applicable Loan Parties, such Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by any Loan Party hereunder or under any of the other Loan Documents.

(d) Each party’s obligations under this Section 10.22 shall survive the resignation or replacement of Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of this Agreement, the termination of the Revolving Commitments and the payment in full of the Obligations.

10.23	[Reserved.]
10.24	Waivers Regarding Insolvency Proceedings.
---	---

(a) Each Loan Party hereby covenants and agrees that it will not institute against, or join with, encourage or cooperate with any other Person in instituting against, any Lender, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing in this Section 10.24 shall constitute a waiver of any right, if any, to indemnification, reimbursement or other payment from any Lender pursuant to this Agreement. In the event that any Loan Party takes action in violation of this Section 10.24, Agent shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by such Loan Party against the applicable Lender or the commencement of such action and raising the defense that such Loan Party has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 10.24(a) shall survive the termination of this Agreement.

(b) Notwithstanding any other provision of this Agreement to the contrary, each Loan Party agrees that any claims of such Loan Party against any Lender in respect of any obligation of a Lender hereunder, if any, are limited to such Lender and the assets thereof (subject to the provisions of Section 10.24(a) hereof). No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of any Lender or any person owning, directly or indirectly, any legal or beneficial interest in a Lender, or any successors or assigns of any of the foregoing for the payment of any amounts payable hereunder. For the avoidance of doubt, this Section 10.24(b) shall survive the termination of this Agreement.

(c) For the avoidance of doubt, nothing in this Section 10.24 shall be construed to limit or prejudice the right of the Loan Parties and their Affiliates to file a petition for relief as to themselves under the Bankruptcy Code, any Canadian Insolvency Law or under any equivalent bankruptcy or insolvency law.

10.25 DIP OrdersControl. To the extent any specific provision hereof or in any other Loan Document is inconsistent with any of the DIP Orders, the Interim DIP Order or Final DIP Order, as applicable, shall control.

10.26 BankruptcyMatters. This Agreement, the other Loan Documents, and all of the Agent’s Liens and other rights and privileges created hereby or pursuant hereto or to any other Loan Document shall be binding upon each Debtor, the estate of each Debtor, and any trustee, other estate representative or any successor in interest of any Debtor in any Chapter 11 Case or any subsequent case commenced under Chapter 7 of the Bankruptcy Code, and shall not be subject to Section 365 of the Bankruptcy Code. This Agreement and the other Loan Documents shall be binding upon, and inure to the benefit of, the successors of each Agent and the Lenders and their respective assigns, transferees and endorsees. The Agent’s Liens created by this Agreement and the other Loan Documents shall be and remain valid and perfected in the event of the substantive consolidation or conversion of any Chapter 11 Case or any other bankruptcy case of any Debtor to a case under Chapter 7 of the Bankruptcy Code or in the event of dismissal of any Chapter 11 Case or the release of any Collateral from the jurisdiction of the Bankruptcy Court for any reason, without the necessity that the Agent file financing statements or otherwise perfect its Liens under applicable law. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of each Loan Party, the Agent and the Lenders with respect to the transactions contemplated hereby and no Person shall be a third party beneficiary of any of the terms and provisions of this Agreement or any of the other Loan Documents.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, Borrowers, each other Loan Party signatory hereto, Agent and each Lender have signed this Agreement as of the date first set forth above.

BORROWERS:
NINE ENERGY SERVICE, INC.
By:
Name:
Title:
NINE ENERGY CANADA INC.
By:
Name:
Title:
CDK PERFORATING, LLC
By:
Name:
Title:
CREST PUMPING TECHNOLOGIES, LLC
By:
Name:
Title:
REDZONE COIL TUBING, LLC
By:
Name:
Title:
NINE DOWNHOLE TECHNOLOGIES, LLC
By:
Name:
Title:

[Signature Page to Senior Secured Superpriority Asset-Based Debtor-In-Possession Loan and Security Agreement – Nine Energy Service, Inc.]

GUARANTORS:
NINE ENERGY SERVICE, LLC
By:
Name:
Title:
MOTI HOLDCO, LLC
By:
Name:
Title:
MAGNUM OIL TOOLS GP, LLC
By:
Name:
Title:
MAGNUM OIL TOOLS INTERNATIONAL, LTD
By:	Magnum Oil Tools GP, LLC, its general partner
By:
Name:
Title:

[Signature Page to Senior Secured Superpriority Asset-Based Debtor-In-Possession Loan and Security Agreement – Nine Energy Service, Inc.]

AGENT:
WHITE OAK COMMERCIAL FINANCE, LLC,
as Agent
By:
Name:
Title:
LENDERS:
WHITE OAK ABL 3, LLC,
as a Lender
By:
Name:
Title:

[Signature Page to Senior Secured Superpriority Asset-Based Debtor-In-Possession Loan and Security Agreement – Nine Energy Service, Inc.]

SCHEDULE A

DESCRIPTION OF CERTAIN TERMS

1. Loan Limits for Revolving Loans and Letters of Credit:
(a) Maximum Revolving Facility Amount:	$125,000,000
(b) Advance Rates:
(i) Billed Accounts Advance Rate:	92.5%; provided, that if Dilution with respect to any Borrower exceeds 1.00%, Agent may, at its option (A) reduce such advance rate by the number of full or partial percentage points comprising such excess or (B) establish a Reserve on account of such excess (the “Dilution Reserve”).
(ii) Unbilled Accounts Advance Rate:	85%; provided, that if Dilution exceeds 1.00%, Agent may, at its option (A) reduce such advance rate by the number of full or partial percentage points comprising such excess or (B) establish a Dilution Reserve
(iii) Foreign Billed Accounts Advance Rate:	50%; provided, that if Dilution exceeds 1.00%, Agent may, at its option (A) reduce such advance rate by the number of full or partial percentage points comprising such excess or (B) establish a Dilution Reserve
(iv) Inventory Advance Rate:	The lesser of (i) 70% and (ii) 85% of the NOLV Factor of the applicable Eligible Inventory
(c) Sublimit on advances against Eligible Foreign Billed Accounts	$3,000,000
(d) Sublimit on advances against Eligible Unbilled Accounts:	$6,000,000
(e) Sublimit on advances against Inventory consisting of raw materials	$1,000,000
(f) Letter of Credit Limit:	$5,000,000
3. Interest Rates:
(a) Revolving Loans:	An interest rate per annum equal to the SOFR Index Rate plus the Applicable Margin
(b) Letters of Credit:	A rate per annum equal to the Applicable Margin
4. Maximum Days re Eligible Accounts:
(a) Maximum days after original invoice date for Eligible Billed Accounts and Eligible Foreign Billed Accounts:	Ninety (90) days (with respect to Eligible Billed Accounts)<br><br> <br><br><br> <br>One hundred (100) days (with respect to Eligible Foreign Billed Accounts)
(b) Maximum days after original invoice due date for Eligible Billed Accounts and Eligible Foreign Billed Accounts:	Sixty (60) days
(c) Maximum days after services rendered for Eligible Unbilled Accounts:	Thirty (30) days

Schedule A-1

5. Agent’s Bank:	Wells Fargo Bank, N.A.<br><br>Account # 2090000511099<br><br>ABA Routing # 121000248<br><br>Reference: Nine Energy<br><br>(which bank may be changed from time to time by notice from Agent to Borrowers)
6. Scheduled Maturity Date:	The date that is one hundred twenty (120) days after the Closing Date.
7. Revolving Commitment of Lenders:
Lender	Revolving Commitment	Pro Rata Share
White Oak ABL 3, LLC	$125,000,000.00	100.00%
Total:	$125,000,000.00	100.00%

Schedule A-2

SCHEDULE BDEFINITIONS

Unless otherwise defined herein, the following terms are used in this Agreement as defined in the UCC: Accounts, Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivables, Instruments, Inventory, Letter-of-Credit Rights, Proceeds, Supporting Obligations and Tangible Chattel Paper, provided that when used to define a category or categories of the Collateral which is subject to the PPSA, such terms shall include the equivalent category or categories of property set forth in the applicable PPSA.

As used in this Agreement, the following terms have the following meanings:

“ABL PriorityCollateral” has the meaning set forth in the Intercreditor Agreement.

“ABR Index Rate” means, as of any SOFR Index Adjustment Date, a rate per annum equal to the highest of: (a) the Federal Funds Rate plus one half of one percent (0.50%); (b) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by Agent) or any similar release by the Federal Reserve Board (as reasonably determined by Agent), and (c) the Floor.

“ABR Index RateLoans” means Loans that bear interest at a rate based upon the ABR Index Rate.

“Accounts AdvanceRate” means, collectively, the Billed Accounts Advance Rate and the Unbilled Accounts Advance Rate.

“AdministrativeAgent Account” means a special account established by Agent (f/b/o White Oak ABL 3, LLC) at Wells Fargo Bank, N.A. (account number ending x1099) or, from time to time, another bank or banks reasonably acceptable to Agent.

“AdministrativeDetail Form” means an administrative detail form supplied by, or otherwise acceptable to, Agent.

“Advance Rates” means, collectively, the Accounts Advance Rate and the Inventory Advance Rate.

“Affiliate” means, with respect to any Person, any other Person in control of, controlled by, or under common control with the first Person, and any other Person who has a substantial interest, direct or indirect, in the first Person or any of its Affiliates, including, any officer or director of the first Person or any of its Affiliates; provided, however, that neither Agent, any Lender or any of its Affiliates shall be deemed an “Affiliate” of any Borrower for any purposes of this Agreement. For the purpose of this definition, a “substantial interest” shall mean the direct or indirect legal or beneficial ownership of more than ten (10%) percent of any class of equity or similar interest.

“Agent Advisor” means each of Paul Hastings LLP, Blake, Cassels & Graydon LLP. and, upon the Borrower’s consent (such consent not to be unreasonably withheld), any other financial advisor, auditor, attorney, accountant, appraiser, auditor, business valuation expert, environmental engineer or consultant, turnaround consultant, and other consultants, professionals and experts retained by the Agent in connection with the Chapter 11 Cases and the administration of this Agreement.

“Agent’sOffice” means the Agent’s address set forth in Section 10.1(b) or such other address as Agent may from time to time notify the Borrowing Agent and each other Lending Party.

“Agreement” and “this Agreement” have the meanings set forth in the heading to this Agreement.

Schedule B-1

“Allowed ProfessionalFees” means any allowed claim by any Professional Persons seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred on or after the Petition Date by such Professional Persons through and including the effective date of the Plan under sections 330, 331. 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code to the extent that such fees and expenses have not been paid pursuant to an order of the Bankruptcy Court and/or in the ordinary course of business and consistent with past practice.

“Anti-CorruptionLaws” means all laws, rules, ordinances and regulations of any jurisdiction applicable to the Company or any of its Subsidiaries from time to time concerning or relating to bribery, money laundering or corruption, including the United States Foreign Corrupt Practice Act of 1997 and the U.K. Bribery Act 2010.

“Applicable Margin” means a percentage per annum equal to 4.00%.

“Approved Budget” means a projected statement of (a) sources and uses of cash for the Borrowing Agent and the other Debtors, detailing cash receipts and cash disbursements and (b) Borrowing Base levels, in each case, on a weekly basis for the following 13 calendar weeks, in substantially the form of Exhibit K hereto. As used herein, “Approved Budget” shall initially refer to the initial Approved Budget furnished to the Agent on [February [●], 2026], and which is approved by, and in form and substance reasonably satisfactory to, the Agent and thereafter shall refer to the most recent Approved Budget delivered by the Borrowing Agent and approved by the Agent in accordance with Section 5.15(l).

“Approved ElectronicCommunication” means each notice, demand, communication, information, document and other material transmitted, posted or otherwise made or communicated by e-mail, facsimile, or any Approved Electronic System, whether owned, operated or hosted by Agent, any of its Affiliates or any other Person, that any party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any other Loan Document, including any financial statement, financial and other report, notice, request, certificate and other information or material; provided that Approved Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent specifically instructs a Person to deliver in physical form.

“Approved ElectronicSystem” means an Electronic System designated as approved by Agent in writing to Borrowing Agent and the Lenders.

“Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) that (i)(a) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (b) temporarily warehouses loans for any Lender or any Person described in clause (a) above and (ii) is advised or managed by (a) such Lender, (b) any Affiliate of such Lender or (c) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Lender.

“Assignment andAcceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit H to the Agreement.

“Authorized Officer” means the chief executive officer, chief operating officer, chief financial officer, chief accounting officer or treasurer, the vice president of finance, the vice president of tax (or, in each case, an officer which is the functional equivalent of the foregoing) of any Borrower and each other Person designated from time to time by any of the foregoing officers of any Borrower in a notice to Agent, which designation shall continue in force and effect until terminated in a notice to Agent from any of the foregoing officers of any Borrower.

“Avoidance Actions” has the meaning specified in the Interim DIP Order or the Final DIP Order, as applicable.

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. § 101 et seq.).

“Bankruptcy Court” has the meaning assigned to such term in the recitals to this Agreement.

Schedule B-2

“Base Rate” means an interest rate equal to: (a) the sum of (i) the SOFR Index Rate, as adjusted as of each SOFR Index Adjustment Date, plus (ii) the Applicable Margin in effect from time to time per annum; or (b) with respect to the affected Loans, during the existence of a Market Disruption Event (commencing on the first day of the first month following such Market Disruption Event and for each subsequent month occurring during such Market Disruption Event with respect to any outstanding affected Loans), the sum (i) of the ABR Index Rate, as adjusted as of each SOFR Index Adjustment Date, plus (ii) the Applicable Margin in effect from time to time per annum.

“Beneficial OwnershipCertification” shall mean a certification regarding individual beneficial ownership to the extent expressly required by 31 C.F.R. §1010.230.

“Beneficial OwnershipRegulation” shall mean 31 C.F.R. §1010.230.

“Billed AccountsAdvance Rate” means the percentage set forth in Section 1(b)(i) of Schedule A.

“Blocked Account” has the meaning set forth in Section 4.1.

“Borrowers” has the meaning set forth in the Preamble to this Agreement.

“Borrowing Agent” means the Company, acting for itself in its capacity as a Borrower or in its capacity as agent for all of the Borrowers (including itself).

“Borrowing Base” means, as of any date of determination, the Dollar Equivalent amount as of such date of determination of:

(a) the aggregate amount of Eligible Billed Accounts multiplied by the Billed Accounts Advance Rate; plus

(b) the aggregate amount of Eligible Unbilled Accounts multiplied by the Unbilled Accounts Advance Rate (but in no event to exceed the Unbilled Accounts Sublimit); plus

(c) the aggregate amount of Eligible Foreign Billed Accounts multiplied by the Foreign Billed Accounts Advance Rate (but in no event to exceed the Foreign Billed Accounts Sublimit); plus

(d) the lower of cost or market value of Eligible Inventory multiplied by the applicable Inventory Advance Rate (but in no event to exceed, with respect to Inventory constituting raw materials, the Raw Material Inventory Sublimit); plus

(e) the lesser of (i) $10,000,000 and (ii) an amount equal to 10% of the Borrowing Base (calculated without giving effect to this clause (e)); minus

(f) all Reserves which Agent has established pursuant to Section 1.2 (including those to be established in connection with any requested Revolving Loan or Letter of Credit).

“Borrowing BaseCertificate” means a certificate of an Authorized Officer of Borrowing Agent setting forth a calculation of the Borrowing Base and Excess Availability as of the last day of the most recently ended calendar month or calendar week as required pursuant to Section 5.15(c)(i), as applicable, in form and detail acceptable to Agent.

Schedule B-3

“Business Day” means (a) any day other than a Saturday, Sunday or any other day on which Agent or commercial banks in New York are authorized to close, or are in fact closed, (b) any day that any of the Federal Reserve Bank of New York or the New York Stock Exchange is closed, and (c) any other day included in the recommended holiday schedule of the Loan Syndications and Trading Association for calculating delayed compensation; provided, that, if such day relates to any interest rate settings as to a Loan that is based on SOFR, any fundings, disbursements, settlements, and payments in respect of any Loan accruing interest based upon the SOFR Index Rate, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Loan, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“Capital Expenditures” means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of Borrowers, but excluding expenditures made in connection with the acquisition, replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with cash awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

“Capitalized Lease” means any lease which is or should be capitalized on the balance sheet of the lessee thereunder in accordance with GAAP.

“CAML” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada), and other applicable anti-money laundering and/or anti-terrorism laws or government sanctions and “know your client” policies, regulations, laws or rules applicable in Canada, including any guidelines or orders thereunder.

“Canada” means the country of Canada, together with any province or territory thereof and any political subdivision of any of them.

“Canadian DefinedBenefit Plan” means any Canadian Pension Plan which contains a “defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

“Canadian Dollars” or “Cdn$” means the lawful currency of Canada, as in effect from time to time.

“Canadian InsolvencyLaw” means legislation in Canada (or any province thereof) relating to bankruptcy, insolvency, reorganization, arrangement, compromise or re-adjustment of debt, liquidation, dissolution or winding-up, or any similar legislation, and specifically, includes, for greater certainty, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-up and Restructuring Act (Canada), each as now and hereafter in effect, and any successors to such statutes and any proceeding under applicable corporate law seeking an arrangement or compromise of some or all of the debts of a Person or a stay of proceedings to enforce some or all claims of creditors against a Person.

“Canadian LoanParties” means Nine Canada or any other Loan Party incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

“Canadian PatentSecurity” has the meaning assigned to such term in Section 1.6(a)(ii)(H).

“Canadian PensionEvent” means (a) the voluntary whole or partial wind-up of a Canadian Pension Plan by any Loan Party or any Subsidiary; (b) the filing of a notice of intent to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as a termination or partial termination; (c) the institution of proceedings by a Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Canadian Pension Plan, or (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of trustee to administer, any Canadian Pension Plan.

Schedule B-4

“Canadian PensionPlans” means any plan or arrangement that is required to be registered under Canadian federal or provincial pensions standards legislation and is established, maintained or contributed to or required to be contributed to by a Loan Party for its employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

“Canadian Security” has the meaning assigned to such term in Section 1.6(a)(ii)(I).

“Canadian SecurityAgreement” means a collateral pledge agreement governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein dated as of the Closing Date made by Borrowers and the other grantors from time to time party thereto in favor of Agent.

“Canadian TrademarkSecurity” has the meaning assigned to such term in Section 1.6(a)(ii)(I).

“Carve-Out” has the meaning assigned to such term in the Interim DIP Order or the Final DIP Order, as applicable.

“Carve-Out Reserve” means any reserves to cover any portion of the Carve-Out that has not yet been funded or is otherwise not held in the Funded Reserve Account (as such term is defined in the Interim DIP Order or Final DIP Order, as applicable) and which is otherwise required to be funded in accordance with the Carve-Out; provided, however, that the Agent shall not be permitted to establish Carve-Out Reserves for amounts included in the Approved Budget during the time when such amounts are not otherwise required to be funded in accordance with the terms of the Carve-Out.

“Carve-Out TriggerNotice” means a written notice delivered by e-mail (or other electronic means) by the Agent, acting at the direction of the Required Lenders to (i) the Debtors, (ii) their lead restructuring counsel, (iii) the U.S. Trustee, and (iv) counsel to a Committee, if any, which notice may be delivered following the occurrence and during the continuation of a DIP Termination Event (as defined in the DIP Orders) and acceleration of the DIP Obligations (as defined in the DIP Orders), stating that the Post-Carve Out Trigger Notice Cap has been invoked.

“Cash Collateral” has the meaning assigned to such term in the Interim DIP Order or the Final DIP Order, as applicable.

“Cash DominionEvent” means the occurrence of any of the following: (a) Excess Availability is less than $5,000,000, or (b) an Event of Default has occurred and is continuing.

“Cash DominionPeriod” means the period following the occurrence and during the continuance of a Cash Dominion Event during which Agent has exercised its option under Section 4.1 of this Agreement to have exclusive access to the Blocked Accounts; provided, that no “Cash Dominion Period” shall be deemed to have commenced unless and until (a) the Bankruptcy Court shall have approved the commencement of such Cash Dominion Period and (b) the Agent shall have provided at least five (5) Business Days’ prior written notice of the commencement of such Cash Dominion Period to the Borrowers.

“Cash ManagementOrder” means, as applicable, the interim and final order of the Bankruptcy Court in substantially the form reviewed by the Agent prior to the Closing Date, together with all extensions, modifications and amendments, in each case, in form and substance reasonably acceptable to the Agent, which, among other things, (a) authorizes and approves the Debtors’ use of their existing cash management systems, (b) authorizes the Debtors to use existing bank accounts, (c) authorizes the payment of fees, expenses and other charges, whether arising pre-petition or post-petition, in the ordinary course, and (d) waives or extends the deadline with respect to the requirements of Section 345(b) of the Bankruptcy Code.

“Chapter 11 Cases” shall have the meaning provided in the preamble to this Agreement.

“Chapter 11 Plan” means a plan of reorganization in the Chapter 11 Cases.

“Closing Date” means February [●], 2026.

“CME Term SOFRPage” means, as of any time on any SOFR Index Adjustment Date, the display designated as “CME Term SOFR Rates” on the website of CME Group Benchmark Administration Limited at such time on such date (or, if such display is unavailable, then on any successor or substitute page of such service, or any successor to, or substitute for, such service, providing rate quotations comparable to those currently provided on such page of such service, as reasonably determined by Agent from time to time for purposes of providing forward-looking term rates for SOFR).

Schedule B-5

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all property and interests in property of any Loan Party or the bankruptcy estate of any Loan Party in or upon which a security interest, mortgage, pledge or other Lien is granted pursuant to this Agreement or the other Loan Documents, any DIP Order or otherwise (notwithstanding that any such property may have been excluded from the “Collateral” as such term is defined in the Prepetition ABL Credit Agreement or other Prepetition ABL Loan Documents), including all of the property of each Loan Party described in Section 3.1; provided that Collateral shall exclude any Excluded Collateral.

“Collateral Account” means all Deposit Accounts, commodity accounts and securities accounts of any Loan Party, other than Excluded Deposit Accounts.

“Collections” has the meaning set forth in Section 4.1.

“Committee” means the official committee of unsecured creditors appointed in the Chapter 11 Cases by the U.S. Trustee, if any.

“Compliance Certificate” means a compliance certificate substantially in the form of Exhibit F hereto to be signed by an Authorized Officer of Borrowing Agent.

“ConfidentialInformation” means confidential information that any Loan Party furnishes to Agent or any Lender pursuant to any Loan Document concerning any Loan Party’s business, but does not include any such information once such information has become, or if such information is, generally available to the public or available to Agent or any Lender (or other applicable Person) from a source other than the Loan Parties which is not, to Agent’s or any Lender’s knowledge, bound by any confidentiality agreement in respect thereof.

“ConfirmationOrder” has the meaning assigned to such term in the RSA.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise, and the terms “Controlled by” or “under commonControl with” shall have the correlative meanings.

“Control Agreement” means any agreement entered into among a depository institution, commodities intermediary or securities intermediary at which a Loan Party maintains a Deposit Account, securities account or commodity account, such Loan Party and Agent, pursuant to which Agent obtains control (within the meaning of the UCC) over such Deposit Account, securities account or commodity account, in form and substance reasonably satisfactory to Agent.

“Controlled Account” means a Deposit Account, securities account or commodity account that is subject to a Control Agreement.

“Conversion Date” means the date on which all the conditions on Annex I are satisfied (or waived by each Lender) and the conversion of the Loans into Exit ABL Loans pursuant to Section 1.14 occurs.

“Copyright Collateral” means all copyrights of any Loan Party, registered or unregistered and whether published or unpublished, now or hereafter in force throughout the world including all of such Loan Party’s rights, titles and interests in and to all copyrights registered in the United States Copyright Office or anywhere else in the world, including those copyright registrations or applications therefor set forth in Section 37 of the Information Certificate(s), and registrations and recordings thereof and all applications for registration thereof, whether pending or in preparation, all copyright licenses, the right to sue for past, present and future infringements of any of the foregoing, all rights corresponding thereto, all extensions and renewals of any thereof and all proceeds of the foregoing, including licenses, royalties, income, payments, claims, damages and Proceeds of suit, which are owned or licensed by such Loan Party.

Schedule B-6

“Debtor” or “Debtors” has the meaning assigned to such term in the recitals to this Agreement.

“Default” means any event which with notice or passage of time, or both, would constitute an Event of Default.

“Default Excess” means with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of all Revolving Loans (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded their respective Pro Rata Shares of all Revolving Loans) over the aggregate outstanding principal amount of all Revolving Loans of such Defaulting Lender.

“Default Rate” has the meaning set forth in Section 2.1.

“Defaulting Lender” means, subject to Section 10.21(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Agent and Borrowing Agent in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Agent, or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified Borrowing Agent and Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by Agent or Borrowing Agent, to confirm in writing to Agent and Borrowing Agent that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Agent and Borrowing Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 10.21(b)) upon delivery of written notice of such determination to Borrowing Agent, and each other Lender.

“Defaulting LenderRate” means (a) for the first three days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to Revolving Loans that bear interest based upon the ABR Index Rate (inclusive of the Applicable Margin).

“Dilution” means, as of any date of determination, with respect to any Borrower, a percentage, based upon the experience of the immediately prior twelve (12) months, that is the result of dividing the Dollar Equivalent amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to such Borrower’s Accounts during such period, by (b) such Borrower’s billings with respect to Accounts during such period.

Schedule B-7

“Dilution Reserve” has the meaning set forth in Section 1(b)(i) of Schedule A.

“DIP ABL CreditFacility” has the meaning assigned to such term in the recitals to this Agreement.

“DIP Motion” means the motion and proposed form of Interim DIP Order filed by the Debtors with the Bankruptcy Court on the Petition Date seeking approval, on an interim and final basis, of (among other things) the DIP ABL Credit Facility, and authorization for the use of cash collateral (including such terms and conditions relating to adequate protection in connection therewith), in each case, in form and substance reasonably acceptable to the Agent.

“DIP Orders” mean collectively, the Interim DIP Order and the Final DIP Order and separately, the Interim DIP Order or the Final DIP Order, as the context requires.

“DisbursementAccount” means that certain Deposit Account of the Company maintained at JPMorgan Chase Bank, N.A., with an account number ending x8231 (or such other Deposit Account that is a Controlled Account identified by the Company to the Agent from time to time in writing following the Closing Date in Section 41 of the Information Certificate).

“DisqualifiedEquity Interest” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than another Equity Interest (which would not constitute a Disqualified Equity Interest), pursuant to a sinking fund obligation or otherwise (except as a result of a change in control or asset sale so long as any rights of the holders thereof upon the occurrence of such change in control or asset sale event shall be subject to prior to the Termination Date), or is convertible or exchangeable for Indebtedness or redeemable for any consideration other than any Equity Interest (which would not constitute a Disqualified Equity Interest) at the option of the holder thereof, in whole or in part, on or prior to the date that is one hundred eighty (180) days after the earlier of (a) the Maturity Date and (b) the Termination Date; provided that, if such Equity Interest is issued pursuant to a Plan for the benefit of the Company or its Subsidiaries or their officers or employees, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Dollar Equivalent” means, at any time, (a) as to any amount denominated in Dollars, the amount hereof at such time, and (b) as to any amount denominated in a currency other than Dollars, the equivalent amount in Dollars as determined by Agent at such time that such amount could be converted into Dollars by Agent according to prevailing exchange rates selected by Agent.

“Dollars” or “$” means United States Dollars, lawful currency for the payment of public and private debts.

“Domestic AccountsAvailability” means, at any time of determination, an amount equal to the sum of the clauses (a) and (b) of the definition of Borrowing Base, less the corresponding Reserves applied thereto pursuant to Section 1.2.

“Domestic Subsidiary” means any Subsidiary that is either (a) incorporated or organized under the laws of the United States, any State thereof or the District of Columbia or (b) disregarded for U.S. federal income tax purposes and the parent of such Subsidiary is either the Company or any other Domestic Subsidiary.

“E-Signature” means an electronic symbol, digital signature or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means an electronic system for the delivery of information (including documents), such as IntraLinks On Demand Workspaces™ or DXSyndicate™, that may or may not be provided or administered by Agent or an Affiliate thereof.

Schedule B-8

“Eligible BilledAccount” means, at any time of determination, an Account owned by a Borrower which satisfies the general criteria set forth below and which is otherwise acceptable to Agent in its Permitted Discretion (provided, that Agent may, in its Permitted Discretion, change the general criteria for acceptability of Eligible Billed Accounts and shall notify Borrowers of such change promptly thereafter). An Account shall be deemed to meet the general criteria if:

(a) neither the Account Debtor nor any of its Affiliates is an (i) Affiliate (including any employee or agent of a Loan Party or Affiliate of a Loan Party), (ii) creditor or (iii) supplier of any Loan Party or any Affiliate of a Loan Party (with Accounts described in the foregoing clauses (ii) and (iii) to be ineligible to the extent of any amounts owed by such applicable Borrower or any other Loan Party or Affiliate of a Loan Party to such Person as a creditor or supplier);

(b) it does not remain unpaid more than the earlier to occur of (i) the number of days after the original invoice date set forth in Section 4(a) of Schedule A or (ii) the number of days after the original invoice due date set forth in Section 4(b) of Schedule A;

(c) the Account Debtor or its Affiliates are not past due (or past any of the applicable dates referenced in clause (b) above) on other Accounts owing to the Borrowers comprising more than 50% of all of the Accounts owing to the Borrowers by such Account Debtor or its Affiliates;

(d) all Accounts owing by the Account Debtor and its Affiliates do not represent more than 20% of all otherwise Eligible Billed Accounts, Eligible Foreign Billed Accounts and Eligible Unbilled Accounts (provided, that Accounts which are deemed to be ineligible solely by reason of this clause (d) shall be considered Eligible Billed Accounts, Eligible Foreign Billed Accounts or Eligible Unbilled Accounts, as applicable, to the extent of the amount thereof which does not exceed 20% of all otherwise Eligible Billed Accounts, Eligible Foreign Billed Accounts and Eligible Unbilled Accounts);

(e) the Account complies with each covenant, representation or warranty contained in this Agreement or any other Loan Document with respect to Eligible Billed Accounts and Eligible Foreign Billed Accounts (including any of the representations set forth in Section 5.4);

(f) the Account is not subject to any contra relationship, counterclaim, dispute, customer deposit or set-off; provided, that such Account shall be deemed to be ineligible only to the extent of such contra, counterclaim, dispute, customer deposit or set-off;

(g) the Account Debtor’s chief executive office or principal place of business is located in the United States or Canada or the Account Debtor is organized under the laws of the United States or Canada (or any state or province thereof);

(h) the Account is payable solely in Dollars or Canadian Dollars;

(i) it is evidenced by an invoice or other documentation satisfactory to Agent which has been sent to the Account Debtor and it is absolutely owing to such Borrower and does not arise from a sale on a bill-and-hold, guarantied sale, sale-or-return, sale-on-approval, consignment, retainage or any other repurchase or return basis or consist of progress billings and the payment terms are not “C.O.D.”, cash on delivery or other similar terms;

(j) Agent shall have verified the Account in a manner satisfactory to Agent in its Permitted Discretion;

(k) the Account Debtor is not the United States of America or the Government of Canada or any state, province, territory or political subdivision of any of them (or any department, agency or instrumentality thereof), unless the applicable Borrower has complied with the Assignment of Claims Act of 1940 (31 U.S.C. §203 et seq.), or the Financial Administration Act (Canada) or other applicable similar state, provincial, territorial or local law in a manner satisfactory to Agent;

Schedule B-9

(l) it is at all times subject to Agent’s duly perfected, first priority security interest and to no other Lien that is not a Permitted Lien, and the goods giving rise to such Account (i) were not, at the time of sale, subject to any Lien except Permitted Liens and (ii) have been sold by the applicable Borrower to the Account Debtor in the ordinary course of the applicable Borrower’s business and delivered to and accepted by the Account Debtor, or the services giving rise to such Account have been performed by the applicable Borrower and accepted by the Account Debtor in the ordinary course of the applicable Borrower’s business;

(m) the Account is not evidenced by Chattel Paper or an Instrument of any kind (unless delivered to Agent in accordance with Section 3.2 of this Agreement) and has not been reduced to judgment;

(n) the Account Debtor’s total indebtedness to the applicable Borrower does not exceed the amount of any credit limit established by the applicable Borrower or Agent in its Permitted Discretion and the Account Debtor is otherwise deemed to be creditworthy by Agent based on Agent’s Permitted Discretion (provided, that Accounts which are deemed to be ineligible solely by reason of this clause (n) shall be considered Eligible Billed Accounts or Eligible Foreign Billed Accounts to the extent the amount of such Accounts does not exceed the lower of such credit limits);

(o) there are no facts or circumstances existing, or which could reasonably be anticipated to occur, which might result in any adverse change in the Account Debtor’s financial condition or impair or delay the collectability of all or any portion of such Account;

(p) Agent has been furnished with all documents and other information pertaining to such Account which Agent has reasonably requested, or which the applicable Borrower is obligated to deliver to Agent, pursuant to this Agreement;

(q) the applicable Borrower has not made an agreement with the Account Debtor to extend the time of payment thereof beyond the time periods set forth in clause (b) above;

(r) the applicable Borrower has not posted a surety or other bond in respect of the contract under which such Account arose;

(s) the Account Debtor is not a Sanctioned Person;

(t) it does not have selling terms of more than 60 days; and

(u) the Account Debtor is not subject to any proceeding seeking liquidation, arrangement, receivership, dissolution, wind-up, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar applicable law.

“Eligible ForeignBilled Account” means, at any time of determination, an Account owned by a Borrower that is otherwise an “Eligible Billed Account” but for clause (g) of the definition thereof; provided that (a) such Account Debtor is located in an Eligible Jurisdiction, (b) such Account (i) is fully backed by a letter of credit, guaranty or acceptance acceptable to Agent in its Permitted Discretion, and if backed by a letter of credit, such letter of credit has been issued or confirmed by a bank satisfactory to Agent in its Permitted Discretion, is sufficient to cover such Account, and if required by Agent, the original of such letter of credit has been delivered to Agent or Agent’s agent and the issuer thereof notified of the assignment of the proceeds of such letter of credit to Agent or (ii) **** is subject to credit insurance payable to Agent issued by an insurer and on terms, conditions and in an amount acceptable to Agent in its Permitted Discretion, (c) such Account is payable solely in Dollars and (d) such Account is billed and collectible solely in the U.S; provided, further, that the eligibility criteria set forth in clause (t) of the definition of “Eligible Billed Account” shall not apply to the determination of Eligible Foreign Billed Accounts for Specified Extended Terms Accounts.

Schedule B-10

“Eligible Inventory” means, at any time of determination, Inventory owned by a Borrower which satisfies the general criteria set forth below and which is otherwise acceptable to Agent in its Permitted Discretion (provided, that Agent may, in its Permitted Discretion, change the general criteria for acceptability of Eligible Inventory and shall notify Borrowers of such change promptly thereafter). Inventory shall be deemed to meet the current general criteria if:

(a) it consists of raw materials or finished goods;

(b) it is in good, new and saleable condition;

(c) it is not slow-moving (defined as inventory that is (i) over one year old from date of receipt or (ii) in quantities exceeding the last 12 months’ sales by unit), obsolete, damaged, contaminated, unmerchantable, returned, rejected, discontinued or repossessed, or supplies and packaging;

(d) it is not in the possession of a processor, consignee or bailee, or located on premises leased or subleased to the applicable Borrower, or on premises subject to a mortgage in favor of a Person other than Agent, unless (x) such processor, consignee, bailee or mortgagee or the lessor or sublessor of such premises, as the case may be, has executed and delivered all documentation which Agent shall require to evidence the subordination or other limitation or extinguishment of such Person’s rights with respect to such Inventory and Agent’s right to gain access thereto or (y) a rent Reserve has been established by Agent in accordance with this Agreement in the case of third party leased locations, or such other Reserve satisfactory to Agent in its Permitted Discretion has been established with respect to Inventory in possession of any processor, consignee or bailee, or located on the premises owned by any Loan Party subject to a mortgage in favor of a Person other than Agent;

(e) it does not consist of (i) fabricated parts, labels, pallets, consigned items, supplies or packaging, (ii) “big lake equipment” or (iii) RedZone’s “specialty coil tubing inventory”;

(f) it meets all standards imposed by any Governmental Authority;

(g) it conforms in all respects to any covenants, warranties and representations set forth in this Agreement and each other Loan Document;

(h) it is at all times subject to Agent’s duly perfected, first priority security interest and no other Lien except a Permitted Lien;

(i) it is not purchased or manufactured pursuant to a license agreement that is not assignable to each of Agent and its transferees, unless such license agreement is satisfactory to Agent or Agent is in receipt of a Licensor Consent Agreement in form and substance satisfactory to Agent;

(j) it is situated at a Collateral location listed in Sections 27-32 of the Information Certificate(s) or other location of which Agent has been notified as required by Section 5.8 (and it is not in-transit), in each case which location must be in the continental United States or Canada;

(k) it is situated at a location holding not less than $100,000 of the aggregate value of Inventory of the Borrowers;

(l) no Person other than a Borrower has any direct or indirect ownership interest or title; and

(m) it is not acquired from a Sanctioned Person.

“Eligible Jurisdiction” means (a) Australia, Saudia Arabia, the United Kingdom, any European Union member, and the United Arab Emirates and (b) any other jurisdiction that Agent may, at the Borrowing Agent’s written request, from time to time designate as an “Eligible Jurisdiction” in its Permitted Discretion.

Schedule B-11

“Eligible UnbilledAccount” means any Unbilled Amount of a Borrower which (a) is owing, but which is not yet billed, for sales actually consummated or services actually rendered by such Borrower, as reflected on its books and records, (b) shall become a standard billed Account in the ordinary course of business of such Borrower pursuant to the billing of such amount (and the conversion thereof into an Account), (c) is subject to a perfected first priority security interest in favor of Agent and no other lien except Permitted Liens and would not otherwise be deemed ineligible under the definition of Eligible Billed Accounts (except for the fact that such Unbilled Amount is not yet billed and invoiced), (d) the Unbilled Amount is evidenced by documentation satisfactory to Agent in its Permitted Discretion and has been verified by Agent in a manner satisfactory to Agent, (e) is owing by a Person other than any (i) Affiliate (including any employee or agent of a Loan Party or Affiliate of a Loan Party), (ii) creditor or (iii) supplier of a Loan Party or an Affiliate of a Loan Party (with such Unbilled Amounts described in the foregoing clauses (ii) and (iii) to be ineligible to the extent of any amounts owed by a Loan Party or an Affiliate of a Loan Party to such Person as a creditor or supplier), and (f) is the product of services rendered not more than the number of days specified in Section 4(c) of Schedule A, as applicable. Notwithstanding anything to the contrary contained in the foregoing, no Unbilled Amount shall be an Eligible Unbilled Account included in the Borrowing Base unless such Unbilled Amount is owing in, and will be billed and invoiced in, denominated in and repayable in, Dollars or Canadian Dollars.

“Equity ControlThreshold” has the meaning set forth in Section 7.1(l).

“Equity Interests” means, with respect to a Person, all of the shares of stock, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities Exchange Commission under the Securities Exchange Act of 1934, or any similar federal or provincial statute of Canada, as in effect from time to time).

“ERISA” means the Employee Retirement Income Security Act of 1974 and all rules, regulations and orders promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of section 414(b) or (c) of the Code (and sections 414(m) and (o) of the Code for purposes of provisions relating to section 412 of the Code and section 302 of ERISA).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate.

“Erroneous Payment” has the meaning assigned to it in Section 10.22(a).

“Erroneous PaymentNotice” has the meaning assigned to it in Section 10.22(b).

“Event of Default” has the meaning set forth in Section 7.1.

“Excess Availability” means the amount, as determined by Agent, calculated at any date, equal to the difference of (a) the Line Cap, minus (b) the outstanding balance of all Revolving Loans and the aggregate amount of Letter of Credit Liabilities; provided that if any of the Loan Limits for Revolving Loans is exceeded as of the date of calculation, then Excess Availability shall be zero.

Schedule B-12

“Excluded Collateral” means:

(a) [reserved];

(b) Excluded Governmental Approvals;

(d) Excluded JV Equity Interests;

(e) Excluded PMSI Collateral;

(f) [reserved];

(g) Excluded Foreign Stock;

(h) Excluded Trademark Collateral; and

(i) All Avoidance Actions (but not proceeds of Avoidance Actions).

provided, however, that (v) no asset or property upon which a Lien has been granted to secure Indebtedness outstanding under or incurred in reliance on Section 5.25(k)(xiv) shall constitute “Excluded Collateral” hereunder, (w) the exclusion from the Lien and security interest granted by any Loan Party hereunder of any Excluded Collateral shall not limit, restrict or impair the grant by such Loan Party of the Lien and security interest in any accounts or receivables arising under any such Excluded Collateral or any payments due or to become due thereunder unless the conditions in effect which qualify such property as Excluded Collateral applies with respect to such accounts and receivables, (x) any proceeds received by any Loan Party from the sale, transfer or other disposition of Excluded Collateral shall constitute Collateral unless the conditions in effect which qualify such property as an Excluded Collateral applies with respect to such proceeds, (y) for the avoidance of doubt, no Excluded Foreign Stock shall secure the Obligations, and (z) any property (including any Equity Interests or intercompany note) that ceases to be “Excluded Collateral” shall automatically be subject to the lien and security interests granted hereby and to the terms and provisions of this Agreement as “Collateral”.

“Excluded Contracts” means any contract to which any of the Loan Parties is a party on the date hereof or which is entered into by any Loan Party after the date hereof which complies with this Agreement (and the provisions of which are not agreed to by a Loan Party for the purposes of excluding such contract from the Lien granted hereunder) to the extent (but only to the extent) that the granting of a security interest therein would be prohibited by (a) such contract under a provision (unless a Loan Party or a Subsidiary may unilaterally waive such prohibition) in such contract in existence on the date hereof or, as to contracts entered into after the date hereof, in existence in compliance with Section 5.25(o) of this Agreement (and the provisions of which are not agreed to by a Loan Party for the purposes of excluding such contract from the Lien granted hereunder), or (b) an applicable Legal Requirement to which such Loan Party or such contract is subject; provided, however, to the extent that (i) either of the prohibitions discussed in clause (a) and clause (b) above is ineffective or subsequently rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or under any other Legal Requirement or is otherwise no longer in effect or enforceable, or (ii) the applicable Loan Party has obtained the consent of the other parties to such Excluded Contract to the creation of a lien and security interest in such Excluded Contract, then such contract shall cease to be an “Excluded Contract” and shall automatically be subject to the lien and security interests granted hereby and to the terms and provisions of this Agreement as “Collateral”; provided further, that any proceeds received by any Loan Party from the sale, transfer or other disposition of Excluded Contracts shall constitute Collateral unless any property constituting such proceeds are themselves subject to the exclusions set forth above or otherwise constitute Excluded Collateral.

Schedule B-13

“Excluded DepositAccounts” means Deposit Accounts that are (a) solely used for the purposes of making payments in respect of payroll, taxes and employees’ wages and benefits for the benefit of any Loan Party or any of its Subsidiaries, (b) trust, escrow and fiduciary accounts, (c) maintained (and at all times will be maintained) solely in connection with an employee benefit plan, (d) which, in the aggregate, do not contain at any time an amount on deposit in excess of $750,000 (or the Dollar Equivalent thereof), (e) cash collateral accounts to the extent the liens thereunder are permitted pursuant to Section 5.25(l) or (f) zero balance accounts used for disbursements (and not the receipt of Collections) for which the balance of such account is transferred at the end of each date to a Deposit Account subject to a Control Agreement.

“Excluded ForeignStock” means the Equity Interests issued by Foreign Subsidiaries of any Loan Party or issued by any Domestic Subsidiary of any Loan Party that is owned directly or indirectly by a Foreign Subsidiary, other than (a) 65% of the voting Equity Interests issued by a first-tier Foreign Subsidiary and (b) 100% of Equity Interests issued by a first-tier Foreign Subsidiary that are not voting Equity Interests.

“Excluded GovernmentalApprovals” means any governmental approval to the extent (but only to the extent) that a Loan Party is prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon any such property by reason of applicable Legal Requirement to which such Loan Party or such property is subject; provided, however, to the extent that (i) such prohibition is ineffective or subsequently rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or under any other Legal Requirement or is otherwise no longer in effect or enforceable, or (ii) the applicable Loan Party has obtained the consent of the applicable Governmental Authority to the creation of a lien and security interest in such Excluded Governmental Approval, then such governmental approval shall cease to be an “Excluded Governmental Approval” and shall automatically be subject to the lien and security interests granted hereby and to the terms and provisions of this Agreement as “Collateral”; provided further, that any proceeds received by any Loan Party from the sale, transfer or other disposition of Excluded Governmental Approval shall constitute Collateral unless any property constituting such proceeds are themselves subject to the exclusions set forth above or otherwise constitute Excluded Collateral.

“Excluded JVEquity Interests” means the Equity Interests owned by any Loan Party in a joint venture as of the Closing Date to the extent (but only to the extent) (a) the organizational documents of such joint venture prohibit the granting of a Lien on such Equity Interests or (b) such Equity Interests of such joint venture are expressly required to be pledged as collateral to secure (i) obligations to the other holders of the Equity Interests in such joint venture (other than a holder that is a Subsidiary of the Borrower) or (ii) Indebtedness of such joint venture that is non-recourse to any of the Loan Parties or to any of the Loan Parties’ properties, in each case the provisions of which are not agreed to by a Loan Party for the purpose of excluding such Equity Interests; provided, however, if any of the foregoing conditions ceases to be in effect for any reason, then the Equity Interest in such joint venture shall cease to be an “Excluded JV Equity Interest” and shall automatically be subject to the Lien and security interest granted hereby and to the terms and provisions of this Agreement as “Collateral”; provided further, that any proceeds received by any Loan Party in respect of any (including from the sale, transfer or other disposition of) Excluded JV Equity Interest shall constitute Collateral unless any property constituting such proceeds are themselves subject to the exclusions set forth above.

“Excluded PMSICollateral” means any property and proceeds thereof (including insurance proceeds) of a Loan Party that is now or hereafter subject to a Lien securing (and, for the avoidance of doubt, acquired with the proceeds of) purchase money debt or a Capitalized Lease obligation to the extent (and only to the extent) that (a) the Indebtedness associated with such Lien is permitted under Section 5.25(k)(iv) or 5.25(k)(x) of this Agreement, and (b) the documents evidencing such purchase money debt or Capitalized Lease obligation prohibit or restrict the granting of a Lien in such property; provided, however, to the extent that (i) either of the prohibitions discussed in clauses (a) and (b) above is ineffective or subsequently rendered ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC or under any other Legal Requirement or is otherwise no longer in effect or (ii) the holder of such Lien consents to the granting of a Lien in favor of Agent, then such property and proceeds thereof shall cease to be “Excluded PMSI Collateral” and shall automatically be subject to the lien and security interests granted hereby and to the terms and provisions of this Agreement as “Collateral”; provided further, that any proceeds received by any Loan Party from the sale, transfer or other disposition of Excluded PMSI Collateral shall constitute Collateral unless any property constituting such proceeds are themselves subject to the exclusions set forth above or otherwise constitute Excluded Collateral.

Schedule B-14

“Excluded Subsidiary” means any Foreign Subsidiary other than any Subsidiary of a Loan Party that is organized under the laws of Canada.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes; (b) United States federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan or Revolving Commitment pursuant to a law in effect on the date on which such Recipient acquires such interest in the Loan or Revolving Commitment or acquires such participation, except in each case to the extent that, pursuant to Section 9.1 amounts with respect to such Taxes were payable either to such Recipient’s assignor (or such Lender granting such participation) immediately before such assignment or grant of participation; (c) Taxes attributable to such Recipient’s failure to comply with Section 9.1(e); (d) any withholding Taxes imposed pursuant to FATCA; and (e) any withholding tax imposed under Part XIII of the Income Tax Act (Canada) arising as a result of such recipient either (i) not dealing at arm’s length with a Borrower (for purposes of the Income Tax Act (Canada)), or (ii) being, or not dealing at arm’s length with (for purposes of the IncomeTax Act (Canada)), a “specified shareholder” of a Borrower (for purposes of the Income Tax Act (Canada)); provided that Agent shall not be deemed to be a “specified shareholder” or not dealing at arm’s length just by virtue of it being granted, holding, possessing and/or enforcing any security interest in any Collateral, including any Equity Interests.

“Excluded TrademarkCollateral” means all United States intent to use trademark applications with respect to which the grant of a security interest therein would impair the validity or enforceability of said intent to use trademark application under federal law; provided, however, to the extent that such law is no longer in effect, then such trademark application shall cease to be “Excluded Trademark Collateral” and shall automatically be subject to the lien and security interests granted hereby and to the terms and provisions of this Agreement as “Collateral”; provided further, that any proceeds received by any Loan Party from the sale, transfer or other disposition of Excluded Trademark Collateral shall constitute Collateral unless any property constituting such proceeds are themselves subject to the exclusions set forth above or otherwise constitute Excluded Collateral.

“Existing JPMLetters of Credit” means the letters of credit issued by JPMorgan Chase Bank, N.A. outstanding as of the Closing Date and set forth on Schedule C hereto, in each case without giving effect to any increase, extension or renewal thereof.

“Exit ABL Commitments” means the Revolving Commitments converted to “exit revolving credit commitments” under the Exit ABL Facility on the Conversion Date.

“Exit ABL Facility” means the credit agreement to be entered into on the Conversion Date containing such terms consistent with the Exit ABL Term Sheet.

“Exit ABL Lettersof Credit” means the Letters of Credit deemed issued under the Exit ABL Facility on the Conversion Date.

“Exit ABL Loans” means the Loans converted to “exit loans” under the Exit ABL Facility on the Conversion Date.

“Exit ABL TermSheet” means the “Exit ABL Facility Term Sheet” under and as defined in the RSA, including but not limited to the terms and conditions under the heading “Agreement to Roll; Exit ABL Facility”.

“ExtraordinaryReceipts” means any cash or cash equivalents received by or paid to or for the account of any Loan Party not in the ordinary course of business, including amounts received in respect of foreign, United States, Canadian, state, provincial, territorial or local tax refunds, purchase price adjustments, indemnification payments, and pension plan reversions unless otherwise proposed to be used (and so used) for alternative purposes in accordance with the Approved Budget.

Schedule B-15

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation or rules adopted pursuant to such intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal FundsRate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of one-hundredth of one percent (0.01%)) charged to major money center banks on such day on such transactions as determined by Agent and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letter” means that certain Fee Letter, dated as of the Closing Date, between Borrowers and WOCF, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Final DIP Order” means an order of the Bankruptcy Court in the Chapter 11 Cases, which order (a) shall be in form and substance, and on terms and conditions, satisfactory to the Agent, (b) shall, subject to the foregoing, authorize and approve, on a final basis, among other things, the DIP ABL Credit Facility and the transactions related thereto (including the making of the Loans, and the incurrence of the Obligations), the Debtors’ use of cash collateral, and the grant of adequate protection, (c) shall be in full force and effect, and (d) (i) shall not have been reversed, vacated, or stayed and (ii) shall not have been amended, supplemented or otherwise modified since entry thereof by the Bankruptcy Court unless in accordance with this Agreement.

“Financial Advisor” means each of Moelis & Company and FTI Consulting, Inc., together with any replacement or successor financial advisor retained by the Debtors with the consent of Agent (such consent not to be unreasonably withheld).

“First Day Orders” means the orders entered by the Bankruptcy Court in respect of first day motions and applications in respect of the Chapter 11 Cases, including, without limitation, any motions related to the Loan Documents, cash management, debtor-in-possession cash collateral and any critical vendor or supplier motions), which First Day Orders shall be in form and substance reasonably acceptable to the Agent.

“Fiscal Year” means the fiscal year of Loan Parties which ends on December 31st of each year.

“Floor” means a rate of interest equal to 1.50%.

“Foreign AccountsAvailability” means, at any time of determination, an amount equal to the sum of the clause (c) of the definition of Borrowing Base, less the corresponding Reserves applied thereto pursuant to Section 1.2.

“Foreign BilledAccounts Advance Rate” means the percentage set forth in Section 1(b)(iii) of Schedule A.

“Foreign BilledAccounts Sublimit” means the amount set forth in Section 1(c) of Schedule A.

Schedule B-16

“Foreign Subsidiary” means any Subsidiary of a Loan Party that is not (a) a Domestic Subsidiary or (b) a Loan Party.

“FracTech Acquisition” means the acquisition by Nine Downhole of Frac Technology AS, a Norwegian private limited company, pursuant to that certain Securities Purchase Agreement dated as of October 1, 2018, by and among Nine Downhole and the sellers party thereto.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any LC Issuer of a Lender Letter of Credit, such Defaulting Lender’s Pro Rata Share of the outstanding Letter of Credit Liabilities with respect to Letters of Credit issued by such LC Issuer and (b) with respect to any Letter of Credit guarantor/indemnitor, such Defaulting Lender’s Pro Rata Share of the outstanding Letter of Credit Liabilities with respect to Supported Letters of Credit supported by a Support Agreement to which such Letter of Credit guarantor/indemnitor is a party, in each case other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash collateralized.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the United States accounting profession), which are applicable to the circumstances as of the date of determination, in any case consistently applied.

“GovernmentalAuthority” means the government of the United States of America, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantors” has the meaning set forth in the heading to this Agreement.

“Guaranty”, “Guaranteed” or to “Guarantee”, as applied to any Indebtedness, liability or other obligation, means (a) a guaranty, directly or indirectly, in any manner, including by way of endorsement (other than endorsements of negotiable instruments for collection in the ordinary course of business), of any part or all of such Indebtedness, liability or obligation, and (b) an agreement, contingent or otherwise, and whether or not constituting a guaranty, assuring, or intended to assure, the payment or performance (or payment of damages in the event of non-performance) of any part or all of such Indebtedness, liability or obligation by any means (including, the purchase of securities or obligations, the purchase or sale of property or services, or the supplying of funds).

“Impacted Loans” has the meaning assigned to such term in Section 2.1(d).

“Indebtedness” means (without duplication), with respect to any Person, (a) all obligations or liabilities, contingent or otherwise, for borrowed money, (b) all obligations represented by promissory notes, bonds, debentures or the like, or on which interest charges are customarily paid, (c) all liabilities secured by any Lien on property owned or acquired, whether or not such liability shall have been assumed, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade payables which are not ninety (90) days past the invoice date incurred in the ordinary course of business, but including the maximum potential amount payable under any earn-out or similar obligations), (f) all obligations of such Person under Capitalized Leases, (g) all obligations (contingent or otherwise) of such Person as an account party or applicant in respect of letters of credit and/or bankers’ acceptances, or in respect of financial or other hedging obligations (valued at the termination value of such hedging obligations), (h) all Equity Interests issued by such Person subject to repurchase or redemption at any time on or prior to the Scheduled Maturity Date, other than voluntary repurchases or redemptions that are at the sole option of such Person, (i) all principal outstanding under any synthetic lease, off-balance sheet loan or similar financing product, and (j) all Guarantees and other contingent obligations of such Person in respect of the obligations of others of the kinds referred to in clauses (a) through (i) above.

Schedule B-17

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Ineligible Assignee” means (a) any natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (b) any Loan Party or any of its Affiliates or (c) any Defaulting Lender or any Affiliate of any Defaulting Lender or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or an Affiliate thereof.

“Information Certificate(s)” means (a) as of the Closing Date, the information certificate(s) annexed hereto and (b) as of any date after the Closing Date, the information certificate(s) described in the immediately foregoing clause (a) as most recently updated and delivered to Agent (including pursuant to Section 5.15(c)(ii)).

“IntellectualProperty” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, Canadian, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, industrial designs, industrial design licenses, trade secrets, trademarks and trademark licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“IntercreditorAgreement” means that certain Intercreditor Agreement dated as of January 30, 2023, between the Prepetition ABL Agent, as “ABL Representative” (as successor in such capacity to JPMorgan Chase Bank, N.A.), US. Bank National Association, as collateral agent, as “Notes Representative”, and the Loan Parties (as modified by (a) that certain joinder, resignation and acknowledgment agreement dated as of the Closing Date, by and among Agent, as ABL Representative for the new ABL Creditors, JPMorgan Chase Bank, N.A., as resigning ABL Representative, and acknowledged and agreed to by U.S. Bank National Association, as Notes Representative, and each Loan Party and (b) the DIP Orders).

“Interim DIP Order” means an order of the Bankruptcy Court in the Chapter 11 Cases in connection with the DIP Motion, which order shall (a) be in form and substance, and on terms and conditions, reasonably satisfactory to the Agent, (b) subject to the foregoing, authorize and approve, on an interim basis, among other things, the DIP ABL Credit Facility and all other matters set forth in, and transactions contemplated by, the DIP Motion (including the DIP ABL Credit Facility, the making of the Loans, and the incurrence of all other Obligations in accordance with the terms hereof, the Debtors’ use of cash collateral, and the grant of adequate protection), (c) be in full force and effect, and (d) (i) shall not have been reversed, vacated, or stayed and (ii) shall not have been amended, supplemented or otherwise modified since entry thereof by the Bankruptcy Court unless in accordance with this Agreement.

“Inventory AdvanceRate” means the percentage(s) set forth in Section 1(b)(iv) of Schedule A.

“Inventory Availability” means, at any time of determination, an amount equal to the sum of clause (d) of the definition of Borrowing Base, less the corresponding Reserves applied thereto pursuant to Section 1.2.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, or a purchase or other acquisition or assumption of any Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

Schedule B-18

“Investment Property” means the collective reference to (a) all “investment property” as such term is defined in Section 9-102 of the UCC, (b) all “financial assets” as such term is defined in Section 8-102(a)(9) of the UCC, and (c) whether or not constituting “investment property” as so defined, all Pledged Equity.

“Issuers” means the collective reference to each issuer of Investment Property.

“Jacksboro Project” means that certain testing facility located in Jack County, Texas, which is in development as of the Closing Date but which upon completion will be operated by the Loan Parties.

“Judgment Currency” has the meaning set forth in Section 6.3(b).

“LC Issuer” means one or more banks, trust companies or other Persons in each case expressly identified by Agent from time to time, in its sole discretion, as an LC Issuer for purposes of issuing one or more Letters of Credit hereunder. Without limitation of Agent’s discretion to identify any Person as an LC Issuer, no Person shall be designated as an LC Issuer unless such Person maintains reporting systems acceptable to Agent with respect to letter of credit exposure and agrees to provide regular reporting to Agent satisfactory to it with respect to such exposure.

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority, including, but not limited to, Regulations T, U, and X.

“Lender” has the meaning set forth in the heading to this Agreement.

“Lender DocumentationException” has the meaning set forth in Section 9.1(e).

“LenderLetter of Credit” means a Letter of Credit issued by an LC Issuer that is also, at the time of issuance of such Letter of Credit, a Lender.

“Lending Office” means, as to any Lender, the account or office of such Lender described as such in such Lender’s Administrative Detail Form, or such other account, office or offices as a Lender may from time to time notify Borrowing Agent and Lending Parties.

“Lending Parties” means, collectively, Agent, each LC Issuer and Lenders.

“Letter of Credit” means a standby letter of credit issued for the account of any Borrower by an LC Issuer which expires by its terms within one year after the date of issuance (and in any event at least thirty (30) days prior to the Maturity Date unless otherwise cash collateralized pursuant to Section 1.7(c)). Notwithstanding the foregoing, a Letter of Credit may provide for automatic extensions of its expiry date for one or more successive one (1) year periods, provided, however*,* that the LC Issuer that issued such Letter of Credit has the right to terminate such Letter of Credit on each such annual expiration date. Each Letter of Credit shall be either a Lender Letter of Credit or a Supported Letter of Credit.

“Letter of CreditFees” has the meaning set forth in Section 1.5(b).

“Letter of Creditguarantor/indemnitor” means any Lending Party that is obligated under or in respect of a Support Agreement.

“Letter of CreditLiabilities” means, at any time of calculation, the sum of (a) without duplication, the amount then available to be drawn under all outstanding Lender Letters of Credit and all Supported Letters of Credit, in each case without regard to whether any conditions to drawing thereunder can then be met, plus (b) without duplication, the aggregate unpaid amount of all reimbursement obligations in respect of previous drawings made under all such Lender Letters of Credit and Supported Letters of Credit, plus (c) all interest, fees and costs due or, in Agent’s estimation, likely to become due in connection with outstanding Letters of Credit.

Schedule B-19

“Letter of CreditLimit” means the amount set forth in Section 1(f) of Schedule A.

“License” means any license or agreement under which a Loan Party is granted rights with respect to Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of assets or property or any other conduct of its business.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement in the nature of a security interest of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capitalized Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“Line Cap” means, at any time of determination, the lesser of (x) the Maximum Revolving Facility Amount minus Reserves and (y) the Borrowing Base.

“Liquid Investments” means (a) readily marketable direct full faith and credit obligations of the United States of America or Canada or obligations unconditionally guaranteed by the full faith and credit of the United States of America or Canada; (b) commercial paper issued by (i) any Lender or any Affiliate of any Lender or (ii) any commercial banking institutions or corporations rated at least P-1 by Moody’s or A-1 by S&P; (c) certificates of deposit, time deposits, and bankers’ acceptances issued by (i) any of the Lenders or (ii) any other commercial banking institution which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $250,000,000 and rated Aa by Moody’s or AA by S&P; (d) repurchase agreements which are entered into with any of the Lenders or any major money center banks included in the commercial banking institutions described in clause (c) and which are secured by readily marketable direct full faith and credit obligations of the government of the United States of America or Canada or any agency thereof; (e) investments in any money market fund which holds investments substantially of the type described in the foregoing clauses (a) through (d); and (f) other investments made through the Agent or its Affiliates. All the Liquid Investments described in clauses (a) through (d) above shall have maturities of not more than 365 days from the date of issue.

“Loan Account” has the meaning set forth in Section 2.4.

“Loan Documents” means, collectively, this Agreement and all notes, guaranties, security agreements, deeds of hypothec, mortgages, landlord’s agreements, Lock Box and Blocked Account agreements, the Fee Letter, the Assignment and Acceptance, the Canadian Security Agreement and any other agreements, documents and instruments now or hereafter executed or delivered by any Borrower, any Loan Party in connection with this Agreement.

“Loan Guaranty” means Section 8 of this Agreement.

“Loan Limits” means, collectively, the Loan Limits for Revolving Loans and Letters of Credit set forth in Section 1 of Schedule A and all other limits on the amount of Loans and Letters of Credit set forth in this Agreement.

“Loan Party” means, individually, any Borrower, any Guarantor or any Subsidiary party to this Agreement; and “Loan Parties” means, collectively, Borrowers, Guarantors and all Subsidiaries party to this Agreement, provided that, no Excluded Subsidiary shall be a Loan Party for any purpose of this Agreement.

“Loans” means the Revolving Loans.

“Lock Box” has the meaning set forth in Section 4.1.

“Market DisruptionEvent” means any of the following: (a) any Lender notifies Agent that the SOFR Index Rate does not adequately and fairly reflect the cost to such Lender of funding its respective Loans, or any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the SOFR Index Rate or to determine or charge interest rates based upon such SOFR Index Rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing; or (b) the circumstances set forth in Section 2.1(d)(i) exist or the Scheduled Unavailability Date has occurred, and no SOFR Successor Rate has been determined in accordance with Section 2.1(d).

Schedule B-20

“Material AdverseEffect” means any event, act, omission, condition or circumstance which, which individually or in the aggregate, has or could reasonably be expected to have a material adverse effect on (a) the business, operations, prospects, properties, assets or condition, financial or otherwise, of the Loan Parties, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform any of the obligations under any of the Loan Documents, or (c) the validity or enforceability of, or Agent and Lenders’ rights and remedies under, any of the Loan Documents; provided, however, that, Material Adverse Effect shall expressly exclude the effect of the filing of the Chapter 11 Cases and the events and conditions resulting from or leading up thereto.

“Material Contract” means has the meaning set forth in Section 5.19.

“Maturity Date” means the earliest of (a) the Scheduled Maturity Date, (b) the Termination Date, (c) any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof, (d) the date on which the Obligations become due and payable pursuant to this Agreement, whether by acceleration or otherwise, (e) the effective date of the Chapter 11 Plan, (f) the consummation of a sale of all or substantially all of the Loan Parties’ assets pursuant to Section 363 of the Bankruptcy Code, (g) the date of a conversion of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code, unless otherwise consented to in writing by the Agent and (h) the date of dismissal of the Chapter 11 Cases, unless otherwise consented to in writing by the Agent.

“Maximum LawfulRate” has the meaning set forth in Section 2.5.

“Maximum Liability” has the meaning set forth in Section 8.9.

“Maximum RevolvingFacility Amount” means the amount set forth in Section 1(a) of Schedule A.

“Milestones” has the meaning set forth in Section 5.30.

“MultiemployerPlan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or with respect to which any Loan Party has any current or contingent liability.

“Negotiable Document” means a Document that is “negotiable” within the meaning of Article 7 of the UCC.

“Net Orderly LiquidationValue” with respect to Eligible Inventory means the net orderly liquidation value of such Eligible Inventory as determined by Agent from time to time based upon the most recent Inventory appraisal received by the Agent prepared by an appraiser, and in a manner acceptable to Agent.

“NOLV Factor” means the quotient, expressed as a percentage, of (a) the Net Orderly Liquidation Value of Eligible Inventory divided by (b) the book value of Eligible Inventory, which will be adjusted monthly or at such other times as Agent shall determine in its discretion.

“Non-Paying Guarantor” has the meaning set forth in Section 8.10.

“Non-U.S. Recipient” has the meaning set forth in Section 9.1(e)(ii).

Schedule B-21

“Notes CollateralAgent” means U.S. Bank National Association, as collateral agent for the holders of the Senior Secured Notes, or any successor thereto.

“Notes PriorityCollateral” has the meaning set forth in the Intercreditor Agreement.

“Notice of Borrowing” has the meaning set forth in Section 1.4.

“Noticeof LC Credit Event” means a notice from an Authorized Officer of Borrowing Agent to Agent with respect to any issuance, increase or extension of a Letter of Credit specifying: (a) the date of issuance or increase of a Letter of Credit; (b) the identity of the LC Issuer with respect to such Letter of Credit, (c) the expiry date of such Letter of Credit; (d) the proposed terms of such Letter of Credit, including the face amount; and (e) the transactions that are to be supported or financed with such Letter of Credit or increase thereof.

“Obligations” means all present and future Loans, advances, debts, liabilities, fees, expenses, obligations, guaranties, covenants, duties and indebtedness at any time owing by any Borrower or any Loan Party to Agent and Lenders (including the Prepetition ABL Credit Agreement Premium (if applicable)), whether evidenced by this Agreement, any other Loan Document or otherwise whether arising from an extension of credit, opening of a Letter of Credit, guaranty, indemnification or otherwise, whether direct or indirect (including those acquired by assignment and any participation by any Lender in Borrowers’ indebtedness owing to others), whether absolute or contingent, whether due or to become due, and whether arising before or after the commencement of a proceeding under the Bankruptcy Code, any Canadian Insolvency Law or any similar statute.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Organic Documents” means, with respect to any Person, the certificate of incorporation, articles of incorporation, certificate of formation, certificate of limited partnership, by-laws, operating agreement, limited liability company agreement, limited partnership agreement or other similar governance document of such Person.

“Other ConnectionTaxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding Amount” means with respect to the revolving credit facility provided in this Agreement on any date, the sum of (a) the aggregate outstanding principal amount of all Revolving Loans as of such date, and (b) the amount of any outstanding Letters of Credit as of such date, after giving effect, without duplication, to any borrowings and prepayments or repayments of Revolving Loans and the issuance of any Letters of Credit.

“Overadvance” has the meaning set forth in Section 1.7(a).

“Participant” has the meaning set forth in Section 10.10.

“Patent Collateral” means (a) all inventions and discoveries, whether patentable or not, all letters patent and applications for letters patent throughout the world, including those patents and patent applications set forth in Section 36 of the Information Certificate(s), (b) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the items described in clause (a), (c) all patent licenses, and other agreements providing any Loan Party with the right to use any items of the type referred to in clauses (a) and (b) above, and (d) all proceeds of, and rights associated with, the foregoing (including licenses, royalties income, payments, claims, damages and proceeds of infringement suits), the right to sue third parties for past, present or future infringements of any patent or patent application, and for breach or enforcement of any patent license.

Schedule B-22

“Paying Guarantor” has the meaning set forth in Section 8.10.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension FundingRules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (other than a Multiemployer Plan) that is maintained or is contributed to by a Loan Party and or ERISA Affiliate, or with respect to which any Loan Party or ERISA Affiliate has any liability, and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Discretion” means a determination made by Agent in the exercise of reasonable (from the perspective of an asset-based secured lender) business judgment exercised in good faith.

“Permitted Indebtedness” has the meaning set forth in Section 5.25(k).

“Permitted Investments” has the meaning set forth in Section 5.25(m).

“Permitted Liens” has the meaning set forth in Section 5.25(l).

“Permitted Variances” means the amount of aggregate “operating disbursements” (excluding (x) any professional fees and expenses and (y) any fees and expenses related to or incurred in connection with this Agreement and the transactions contemplated herein) (the “OperatingDisbursements”) made during any applicable Variance Test Period that is not greater than 115% of projected Operating Disbursements for such Variance Test Period as set forth in the Approved Budget as in effect as of the last day of the applicable Variance Test Period (and not, for the avoidance of doubt, the Approved Budget required to be delivered on the last day of such Variance Test Period).

“Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, government or any agency or political division thereof, or any other entity.

“Petition Date” has the meaning assigned to such term in the recitals to this Agreement.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan, but other than a Multiemployer Plan), maintained by any Loan Party or any such plan to which any Loan Party (or with respect to any such plan subject to Section 412 or 430 of the Code or Section 302 or Title IV of ERISA, any ERISA Affiliate) is required to contribute.

“Pledged Equity” means all Equity Interests of any Issuer, including those listed on Sections 20 and 43 of the Information Certificate(s); all registrations, certificates, articles, by-laws, regulations, limited liability company agreements or constitutive agreements governing or representing any such interests; all options and other rights, contractual or otherwise, at any time existing with respect to such interests, as such interests are amended, modified, or supplemented from time to time, and together with any interests in any Pledged Equity of an Issuer taken in extension or renewal thereof or substitution therefor, and including, without limitation, to the extent attributable to, or otherwise related to, such pledged Equity Interests, all of such Loan Party’s (a) interests in the profits and losses of each Issuer of Pledged Equity, (b) rights and interests to receive distributions of each such Issuer’s assets and properties, and (c) rights and interests, if any, to participate in the management or each Issuer related to such pledged Equity Interests.

Schedule B-23

“Post-Carve OutTrigger Notice Cap” means Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $1,000,000 incurred after the first business day following delivery by the Agent of the Carve-Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise.

“PPSA” means the Personal Property Security Act (Alberta), including the regulations thereto, provided that, if validity, perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction other than Alberta, “PPSA” means the Personal Property Security Act or such other applicable legislation in effect from time to time in such other jurisdiction (including the Civil Code of Quebec and the regulations respecting the register of personal and movable real rights thereunder) for purposes of the provisions hereof relating to such validity, perfection, effect of perfection or non-perfection or priority.

“Prepayment Event” means: (a) any sale (other than sales of inventory in the ordinary course of business), transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party other than assets with an aggregate fair value which do not exceed $2,500,000 in any Fiscal Year; (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any of any Loan Party with an aggregate fair value immediately prior to such event equal to or greater than $2,500,000 in any Fiscal Year; and (c) the receipt by any Loan Party of any Extraordinary Receipts in excess of $2,500,000 in the aggregate in any Fiscal Year, in each case of each of preceding clauses (a), (b) and (c), solely to the extent such property or assets constitute ABL Priority Collateral, in each case, excluding any amounts proposed to be used (and so used) for alternative purposes in accordance with the Approved Budget.

“Prepetition ABLAgent” has the meaning assigned to such term in the recitals to this Agreement.

“Prepetition ABLCredit Agreement Premium” has the meaning assigned to such term in the Fee Letter, which premium (a) in the amount of $2,500,000 became fully earned, due and payable under the Prepetition ABL Loan Documents on the Petition Date and (b) is subject to the terms of the Fee Letter.

“Prepetition ABLCredit Agreement” has the meaning assigned to such term in the recitals to this Agreement.

“Prepetition ABLLenders” has the meaning assigned to such term in the recitals to this Agreement.

“Prepetition ABLLoan Documents” means the “Loan Documents” as defined in the Prepetition ABL Credit Agreement.

“Prepetition ABLObligations” means all “Obligations” as defined in the Prepetition ABL Credit Agreement.

“Prepetition ABLRevolving Loans” means all “Revolving Loans” under, and as defined in, the Prepetition ABL Credit Agreement.

“Prepetition AdequateProtection 507(b) Claims” means, collectively, the “ABL Adequate Protection Claims” and the “Senior Secured Notes Adequate Protection Claims”, each as defined in the Interim DIP Order (or the Final DIP Order, when applicable).

“Prepetition AdequateProtection Liens” has the meaning assigned to such term “Adequate Protection Liens” in the Interim DIP Order (or the Final DIP Order, when applicable).

Schedule B-24

“Prepetition Lettersof Credit” means all “Letters of Credit” under, and as defined in, the Prepetition ABL Credit Agreement. As of the Closing Date, the only Prepetition Letter of Credit is that certain irrevocable standby letter of credit, dated as of September 15, 2025, by and among the Company, as applicant, NCS Multistage Inc. and NCS Multistage LLC, as beneficiaries, and Wells Fargo Bank, N.A., as issuer, the face amount of which is $1,661,064.66 as of the Closing Date.

“Pro Rata Share” means: (a) a Lender’s obligation to make all or a portion of the Revolving Loans, (b) a Lender’s right to receive payments of interest, fees, and principal with respect to the Revolving Loans, and (c) all other computations and other matters related to the Revolving Commitments or the Revolving Loans, the percentage obtained by dividing (x) the Revolving Exposure of such Lender by (y) the aggregate Revolving Exposure of all Lenders.

“ProfessionalPersons” means any persons or firms retained by the Debtors pursuant to Section 327, 328, or 363 of the Bankruptcy Code.

“Protective Advances” has the meaning set forth in Section 1.3.

“Raw MaterialInventory Sublimit” means the amount(s) set forth in Section 1(e) of Schedule A.

“Recipient” means Agent, any Lender, any Participant, or any other recipient of any payment to be made by or on account of any Obligation of any Loan Party under this Agreement or any other Loan Document, as applicable.

“Register” has the meaning set forth in Section 10.9(a).

“ReimbursementObligations” means, at any date, the obligations of each Borrower then outstanding to reimburse (a) Agent or any other Letter of Credit guarantor/indemnitor for payments made by Agent or such other Letter of Credit guarantor/indemnitor under a Support Agreement, and/or (b) any LC Issuer, for payments made by such LC Issuer under a Lender Letter of Credit.

“Related Person” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Released Parties” has the meaning set forth in Section 6.1.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Required Lenders” means, at any time, Lenders having or holding at least 50.1% of the aggregate Revolving Exposure of all Lenders; provided that (x) if there are less than three (3) unaffiliated Lenders, Required Lenders shall mean all Lenders, and (y) the Revolving Commitment of, and the portion of the liabilities held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Reserves” has the meaning set forth in Section 1.2.

“Restricted Payment” means, with respect to any Person, any direct or indirect dividend or distribution (whether in cash, securities or other property) or any direct or indirect payment of any kind or character (whether in cash, securities or other property) in consideration for or otherwise in connection with any retirement, purchase, redemption or other acquisition of any Equity Interest of such Person, or any options, warrants or rights to purchase or acquire any such Equity Interest of such Person; provided that, the term “Restricted Payment” shall not include any dividend or distribution payable solely in Equity Interests of such Person or warrants, options or other rights to purchase such Equity Interests.

“Revolver Usage” means the aggregate amount of outstanding Loans (inclusive of Protective Advances), plus Letter of Credit Liabilities.

Schedule B-25

“Revolving Commitment” means, with respect to each Lender, its Revolving Commitment, and with respect to all Lenders, their Revolving Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule A to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 10.8 of this Agreement; provided that the aggregate amount of the Revolving Commitments shall in no event exceed the Total Revolving Commitments.

“Revolving Exposure” means, with respect to any Lender, as of any date of determination (a) prior to the termination of the Revolving Commitments, the amount of such Lender’s Revolving Commitment, and (b) after the termination of the Revolving Commitments, the aggregate outstanding principal amount of the Revolving Loans and Letter of Credit Liabilities of such Lender.

“Revolving Loans” has the meaning set forth in Section 1.1(a).

“Royalties” means all royalties, fees, expense reimbursement and other amounts payable by a Loan Party under a License.

“Royalty Litigation” means the lawsuit filed on April 8, 2020, in the U.S. District Court for the Western District of Texas (Waco Division) by NCS Multistage Inc. and NCS Multistage, LLC, against the Company regarding the alleged infringement of U.S. Patent No. 10,465,445 (a patent relating to a certain airlock system).

“Royalty Reserve” means reserves for all accrued Royalties, whether or not then due and payable by a Loan Party.

“RSA” means that certain Restructuring Support Agreement dated as of February 1, 2026, by and among the Loan Parties party thereto, the “Consenting Noteholders” referred to therein, the “Consenting Prepetition ABL Lenders” referred to therein and the other parties thereto.

“RSA TerminationEvent” means the termination of the RSA by any party thereto in accordance with Section 12 of the RSA.

“Sanctioned Entity” means (a) a country or a government of a country, region or territory, (b) an agency of the government of a country, region or territory, (c) an organization directly or indirectly controlled by a country, region or territory or its government, (d) a Person resident in a country, region or territory, in each case, that is subject to a country, region or territory sanctions program administered and enforced by OFAC or other applicable Sanctions authority, including, without limitation, as of the Closing Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria.

“Sanctioned Person” means, at any time, (a) a Person named on any Sanctions-related list of designated Persons maintained by OFAC or other applicable Sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Entity or (c) any Person owned or controlled (as such terms are defined by applicable Sanctions) by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom, or (c) the Government of Canada.

“Scheduled MaturityDate” means the date set forth in Section 6 of Schedule A.

“Scheduled UnavailabilityDate” has the meaning ascribed thereto in Section 2.1(d)(iii)(B).

Schedule B-26

“SEC” means, the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

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

“Senior Officer” means the current president, chief executive officer, executive vice president, chief financial officer, general counsel, treasurer or assistant treasurer of any Loan Party.

“Senior SecuredNotes” means the 13.000% senior secured notes due 2028 issued by the Company.

“Settlement” has the meaning set forth in Section 1.12(c).

“Settlement Date” has the meaning set forth in Section 1.12(c).

“SOFA Availability” means, at any time of determination, an amount equal to the sum of clause (e) of the definition of Borrowing Base, less the corresponding Reserves applied thereto pursuant to Section 1.2.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Index AdjustmentDate” means (a) the Closing Date and (b) thereafter, the last Business Day of each calendar month as any Obligations remain outstanding.

“SOFR Index Rate” means, as of any SOFR Index Adjustment Date, the greater of (a) the Floor, and (b) the rate per annum for the forward-looking term rate for SOFR for a period one (1) month, which appears on the CME Term SOFR Page on or about 5:00 a.m. (New York time) on the date of such SOFR Index Adjustment Date; provided, that, to the extent that the rate described in this clause (b)(i) is not ascertainable pursuant to the foregoing provisions of this definition, then the rate described in this clause (b)(i) shall be the interest rate per annum determined by Agent in Agent’s reasonable discretion in accordance with Section **** 2.1(d).

“SOFR Index RateLoans” means Loans that bear interest at a rate based upon the SOFR Index Rate.

“SOFR Screen Rate” means the SOFR quote on an applicable screen page that Agent designates to determine SOFR pursuant to Section **** 2.1 (or such other commercially available source providing such quotations as may be designated by Agent from time to time).

“SOFR SuccessorRate” has the meaning set forth in Section 2.1(d).

“SOFR SuccessorRate Conforming Changes” means, with respect to any proposed SOFR Successor Rate, any conforming changes to the definition of Base Rate, SOFR Index Rate, ABR Index Rate, SOFR Screen Rate, CME Term SOFR Page, Business Day, U.S. Government Securities Business Day, or any related, similar or analogous definitions, timing and frequency of determining rates, making payments of interest, the applicability and length of lookback periods, and other technical, administrative and operational matters as may be appropriate, in the reasonable discretion of Agent, to reflect the adoption of such SOFR Successor Rate and to permit the administration thereof by Agent in a manner substantially consistent with market practice or, if Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such SOFR Successor Rate exists, in such other manner of administration as Agent determines is reasonably necessary in connection with the administration of this Agreement.

Schedule B-27

“Specified ExtendedTerms Accounts” means Accounts owed by (a) Leaders Oil Field Equipment LLC with selling terms of not more than 95 days or (b) Haliburton Saudi Industries Services Ltd., Baker Hughes Trading Co. Ltd. or Energy Oilfield Supplies, in each case with selling terms of not more than 90 days.

“Specified Materials” means, collectively, all written materials provided by or on behalf of any Loan Party relating to the Loan Parties (or any of them) or their respective Affiliates or any other materials or matters relating to the Loan Documents (including any amendments or waivers of the terms thereof or supplements thereto).

“Stated Rate” has the meaning set forth in Section 2.5.

“Subsidiary” means any corporation or other entity of which a Person owns, directly or indirectly, through one or more intermediaries, more than 50% of the Equity Interests at the time of determination. Unless the context indicates otherwise, references to a Subsidiary shall be deemed to refer to a Subsidiary of Borrowers.

“SupportAgreement” has the meaning set forth in Section 1.5(a).

“SupportedLetter of Credit” means a Letter of Credit issued by an LC Issuer in reliance on one or more Support Agreements.

“Swap Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that, no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or their respective Subsidiaries shall be a Swap Agreement.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” means the date on which all of the Obligations (including any interest, fees and other charges accruing during the Chapter 11 Cases) have been paid in full in cash and all of Lender’s lending commitments under this Agreement and under each of the other Loan Documents have been terminated (in each case, including, if applicable, upon the occurrence of the effective date of the Chapter 11 Plan and refinancing in full of the Obligations on the Conversion Date pursuant to the terms hereof).

“Total RevolvingCommitments” means, the Revolving Commitments of all Lenders; provided that the aggregate amount of the Total Revolving Commitments shall in no event exceed $125,000,000.

“Trademark Collateral” means (a) (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, certification marks, collective marks, logos and other source or business identifiers, and all goodwill of the business associated therewith, now existing or hereafter adopted or acquired, including those trademarks set forth in Section 35 of the Information Certificate(s), whether currently in use or not, all registrations and recordings thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings and applications in the United States Patent and Trademark Office or in any office or agency of the United States of America, or any State thereof or any other country or political subdivision thereof or otherwise, and all common-law rights relating to the foregoing, and (ii) the right to obtain all reissues, extensions or renewals of the foregoing (collectively referred to as the “Trademark”), (b) all trademark licenses for the grant by or to any Loan Party of any right to use any trademark, (c) all of the goodwill of the business connected with the use of, and symbolized by the items described in, clause (a), and to the extent applicable, clause (b), (d) the right to sue third parties for past, present and future infringements of any Trademark Collateral described in clause (a) and, to the extent applicable, clause (b), and (e) all Proceeds of, and rights associated with, the foregoing, including any claim by any Loan Party against third parties for past, present or future infringement or dilution of any Trademark, Trademark registration or Trademark license, or for any injury to the goodwill associated with the use of any such Trademark or for breach or enforcement of any Trademark license and all rights corresponding thereto throughout the world.

Schedule B-28

“UCC” means, at any given time, the Uniform Commercial Code as adopted and in effect at such time in the State of New York or such other applicable jurisdiction.

“Unbilled AccountsAdvance Rate” means the percentage set forth in Section 1(b)(ii) of Schedule A.

“Unbilled AccountsSublimit” means the amount set forth in Section 1(d) of Schedule A.

“Unbilled Amounts” means, as to a Borrower, all obligations owing to such Borrower and all rights to payment owing to such Borrower, including but not limited to all such obligations and rights to payment constituting Accounts, arising out of or in connection with the rendition of services which have been performed for or provided to any customer but have not yet been billed or invoiced to such customer.

“Unfunded CapitalExpenditures” means, as to any Loan Party, without duplication, a Capital Expenditure (a) funded from such Loan Party’s internally generated cash flow or (b) which is not financed from the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfunded Capital Expenditures), calculated in accordance with GAAP.

“Unused Line Fee” means the unused line fee described in clause (c) of the Fee Letter.

“U.S. GovernmentSecurities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Loan Parties” means all Loan Parties other than the Canadian Loan Parties.

“U.S. Tax ComplianceCertificate” has the meaning set forth in Section 9.1(e)(ii).

“Variance Report” means (a) a report in substantially the form of Exhibit L or (b) any variance report in form and detail reasonably satisfactory to the Agent, which variance report, in each case, shall (i) include explanations for all material variances (i.e. the greater of 5% or $100,000), together with back-up schedules and any other supporting information as reasonably requested by Agent and (ii) include reasonably detailed calculations and information demonstrating compliance with Section 5.29.

“Variance TestAs Of Date” shall have the meaning set forth in “Variance Test Period”.

“Variance TestPeriod” means each two-week period ending on the applicable Variance Testing Test Date (the “Variance Test AsOf Date”).

“Variance TestingTest Date” means (i) initially, February [13], 2026 and (ii) thereafter, the Friday of every two weeks thereafter (commencing on February [27], 2026).

“WOCF” has the meaning set forth in the Preamble to this Agreement.

Schedule B-29

Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrowers or Agent shall so request, Agent, Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent financial statements and other documents required under this Agreement and the other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein.

Notwithstanding anything to the contrary contained in the paragraph above or the definitions of Capital Expenditures or Capitalized Leases, in the event of a change in GAAP after the Closing Date requiring all leases to be capitalized, only those leases (assuming for purposes of this paragraph that they were in existence on the Closing Date) that would constitute Capitalized Leases on the Closing Date shall be considered Capitalized Leases (and all other such leases shall constitute operating leases) and all calculations and deliverables under this Agreement or the other Loan Documents shall be made in accordance therewith (other than the financial statements delivered pursuant to this Agreement; provided, that all such financial statements delivered to Agent in accordance with the terms of this Agreement after the date of such change in GAAP shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such change).

References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits” or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”. “Or” shall be construed to mean “and/or”. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. Time is of the essence for each performance obligation of the Loan Parties under this Agreement and each Loan Document. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. References to any agreement, instrument or document (a) shall include all schedules, exhibits, annexes and other attachments thereto and (b) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Unless otherwise specified herein Dollar ($) baskets set forth in the representations and warranty, covenants and event of default provisions of this Agreement (and other similar baskets) are calculated as of each date of measurement by the Dollar Equivalents thereof as of such date of measurement.

In this Agreement, where the context so requires, (i) any term defined in this Agreement by reference to the “UCC” shall also have any extended, alternative or analogous meaning given to such term in the PPSA, in all cases for the extension, preservation or betterment of the security and rights of the Collateral (including, without limitation, “general intangibles” shall include “intangibles”, “documents” shall include “documents of title”), (ii) all references in this Agreement to “Article 8” also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, SA 2006 (Alberta)), (iii) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws, including, without limitation, where applicable, financing change statements, and (iv) all references to federal or state securities law shall be deemed to refer also to analogous federal, provincial and territorial securities laws in Canada.

Schedule B-30

SCHEDULE CEXISTING JPM LETTERS OF CREDIT

LC #	BENEFICIARY	AMOUNT	EXPIRATION DATE
NUSCGS033652	WEX Bank	$300,000.00	June 15, 2026
NUSCGS043637	Trisura Insurance Company	$775,000.00	June 27, 2026

Schedule C-1

ANNEX I ^1^

CONVERSION TO EXIT ABL FACILITY CONDITIONS

(a)	The Exit ABL Agent shall have received each of the following:
(i)	Counterparts executed by the Borrowers of a credit agreement<br>(the “Exit ABL Credit Agreement”) documenting the terms and conditions of the Exit ABL Facility on the Conversion<br>Date pursuant to Section 1.14, which shall be consistent with Section 1.14 and the Exit ABL Term Sheet.
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(ii)	Counterparts executed by the Borrowers of customary credit documents (such documents, collectively with<br>the Exit ABL Credit Agreement, the “Exit ABL Loan Documents”) documenting the Exit ABL Facility on the Conversion<br>Date, in each case to the extent reasonably requested by the Exit ABL Agent (x) to reflect the effectiveness of the Exit ABL Facility<br>and the conversion of the Loans into Exit ABL Loans on the Conversion Date, consistent with Section 1.14 and the Exit ABL Term Sheet and<br>(y) to create and perfect liens creating a first priority security interest in substantially all assets of the Borrowers and Guarantors<br>in favor of the Exit ABL Agent (for the benefit of the lenders under the Exit ABL Credit Agreement).
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(iii)	Customary legal opinions of (i) Kirkland & Ellis LLP, special New York counsel to the Loan Parties<br>under the Exit ABL Credit Agreement (such Loan Parties, the “Exit ABL Loan Parties”) and (ii) Osler, Hoskin<br>& Harcourt LLP, as Canadian counsel to the Exit ABL Loan Parties, in each case in form and substance reasonably satisfactory to the<br>Agent.
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(iv)	A certificate of the Secretary, Assistant Secretary or any Authorized Officer of each Exit ABL Loan Party<br>setting forth (1) a copy of the resolutions, in form and substance reasonably satisfactory to the Exit ABL Agent, of the governing body<br>of such Exit ABL Loan Party authorizing (x) the execution, delivery and performance of the Exit ABL Loan Documents (and any agreements<br>relating thereto) to which it is a party and (y) in the case of the Borrowers, the extensions of credit contemplated hereunder, (2) true<br>and complete copies of each of the organizational documents of each Exit ABL Loan Party, (3) the officers of each Exit ABL Loan Party<br>(x) who are authorized to sign the Exit ABL Loan Documents to which such Exit ABL Loan Party is a party and (y) who will, until replaced<br>by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving<br>notices and other communications in connection with the Exit ABL Credit Agreement and the transactions contemplated thereby, and (4) specimen<br>signatures of such Authorized Officers.
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(v)	All documentation and other information regarding the Borrowers reasonably requested in connection with<br>applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent<br>requested in writing at least 3 Business Days prior to the Conversion Date.
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^1^	Capitalized terms used herein but not defined herein shall have<br>the meanings set forth in that certain Senior Secured Superpriority Asset-Based Debtor-In-Possession Loan and Security Agreement (the<br>“DIP ABL Credit Agreement”), dated as of [●], 2026 among White Oak Commercial Finance, LLC, as agent<br>for the, the lenders from time to time party thereto, Nine Energy Service, Inc., a Delaware corporation, the other borrowers from time<br>to time party thereto and the guarantors from time to time party thereto.
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Annex I – 1

(vi)	To the extent on the Conversion Date any Borrower shall qualify as a “legal entity customer”<br>under the Beneficial Ownership Regulation, the Exit ABL Agent shall have received, if requested in writing by the Exit ABL Agent at least<br>3 Business Days prior to the Conversion Date, a Beneficial Ownership Certification in relation to such Borrower.
(vii)	An executed Information Certificate duly signed on behalf of the Loan Parties under the Exit ABL Credit<br>Agreement.
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(viii)	A borrowing base certificate, as of a date specified by the Exit ABL Agent, with customary supporting<br>documentation and supplemental reporting to be agreed upon between the Exit ABL Agent and the Borrowers.
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(ix)	(i) An exit cash flow forecast and business plan, in each case which shall be reasonably satisfactory<br>to the Exit ABL Agent, and (ii) the most recent quarterly and monthly financial statements required to have been delivered to the<br>Agent on or prior to the Conversion Date pursuant to the DIP ABL Credit Agreement.
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(x)	UCC, PPSA and other lien searches reflecting the absence of other liens and security interests other than<br>those being released or which are otherwise permitted.
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(xi)	UCC financing statements and PPSA registrations to be filed in the United States or Canada, as applicable,<br>to perfect the Liens intended to be created under the Exit ABL Loan Documents.
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(xii)	Customary certificates of insurance coverage of the Borrowers and the other Loan Parties evidencing that<br>the Borrowers and other Loan Parties are carrying insurance in accordance with the Exit ABL Loan Documents.
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(xiii)	Certificates of the appropriate state agencies (or equivalent governmental official) with respect to the<br>existence, qualification and good standing (or its equivalent) of each of the Loan Parties.
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(xiv)	Certificates, together with undated, blank stock powers for each such certificate, representing all of<br>the issued and outstanding Equity Interests of each of the Borrower and each Subsidiary, to the extent such Equity Interests are certificated<br>and constitute collateral securing the Exit ABL Facility.
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(b) White Oak Commercial Finance, LLC, in its capacity as administrative agent (the “Exit ABL Agent”) for the lenders under the Exit ABL Facility (the “Exit ABL Lenders”), and the Exit ABL Lenders shall have received (i) all fees required to be paid on the Conversion Date pursuant to the Fee Letter and the other Exit ABL Loan Documents and (ii) all reasonable and documented out-of-pocket fees and expenses required to be paid on or before the Conversion Date invoiced at least 2 Business Days prior thereto, consistent with the terms of the Exit ABL Term Sheet.

(c) No Material Adverse Effect (to be defined in the Exit ABL Credit Agreement in a manner consistent with the Exit ABL Term Sheet) with respect to the Exit ABL Loan Parties, taken as a whole, from the Petition Date until the Conversion Date (excluding the pendency of the Chapter 11 Cases and matters in connection therewith, arising therefrom or related thereto).

(d) Satisfaction of the Exit ABL Agent with the Confirmation Order and the entry thereof by the Bankruptcy Court.

Annex I – 2

(e) The effective date of the Chapter 11 Plan (which shall be satisfactory to the Exit ABL Agent) shall have occurred (or shall occur substantially concurrently with the Conversion Date).

(f) After giving effect to the consummation of all transactions contemplated to occur on the Conversion Date, Excess Availability (to be defined in the Exit ABL Credit Agreement in a manner consistent with the Exit ABL Term Sheet) under the Exit ABL Credit Agreement shall be no less than $10,000,000.

(g) All representations and warranties of the Loan Parties in the Exit ABL Loan Documentation shall be true and correct in all material respects, and there shall be no Default or Event of Default (each to be defined in the Exit ABL Credit Agreement in a manner consistent with the Exit ABL Term Sheet), in existence as of the Conversion Date.

For purposes of determining whether the Conversion Date has occurred, each Lender that has executed the DIP ABL Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Agent, the Exit ABL Agent or such Lender, as the case may be. The Agent shall notify the Borrowers and the Lenders of the Conversion Date, and such notice shall be conclusive and binding.

Annex I – 3

Exhibit 99.1

IN THEUNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXAShouston DIVISION

	)
In re:	)	Chapter 11
	)
NINE ENERGY<br> SERVICE, INC., et al.,^1^	)	Case No. 26-[●] (___)
	)
Debtors.	)	(Joint Administration Requested)
	)

DISCLOSURE STATEMENTFOR THE JOINT PREPACKAGED PLAN OF

REORGANIZATION OF NINE ENERGY SERVICE, INC.AND ITSDEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

KANE RUSSELL COLEMAN LOGAN PC		KIRKLAND & ELLIS LLP
John J. Kane (TX Bar No. 24066794)		KIRKLAND & ELLIS INTERNATIONAL LLP
Kyle Woodard (TX Bar No. 24102661)		Chad J. Husnick, P.C. (pro hac vice pending)
JaKayla J. DaBera (TX Bar No. 24129114)		333 West Wolf Point Plaza
901 Main Street, Suite 5200		Chicago, Illinois 60654
Dallas, Texas 75202		Telephone:	(312) 862-2000
Telephone:	(713) 425-7400	Facsimile:	(312) 862-2200
Facsimile:	(713) 425-7700	Email:	chad.husnick@kirkland.com
Email:	jkane@krcl.com
	kwoodard@krcl.com
	jdabera@krcl.com
-and-		-and-
Michael P. Ridulfo (TX Bar No. 16902020)		Ross J. Fiedler (pro hac vice pending)
Sage Plaza, 5151 San Felipe, Suite 800		601 Lexington Avenue
Houston, Texas 77056		New York, New York 10022
Telephone:	(713) 425-7400	Telephone:	(212) 446-4800
Facsimile:	(713) 425-7700	Facsimile:	(212) 446-4900
Email:	mridulfo@krcl.com	Email:	ross.fiedler@kirkland.com
Proposed Co-Counsel for the Debtors		Proposed Co-Counsel for the Debtors
and Debtors in Possession		and Debtors in Possession
^1^	A complete list of each of the Debtors in these Chapter 11 Cases may be obtained on the website<br> of the Debtors’ claims and noticing agent at https://dm.epiq11.com/NineEnergy. The location of Nine Energy Service,<br> Inc.’s principal place of business and the Debtors’ service address in these Chapter 11 Cases is 2001 Kirby Drive,<br> Suite 200, Houston, TX 77019.
---	---

THIS IS A SOLICITATIONOF VOTES TO ACCEPT OR REJECT THE PLAN IN ACCORDANCE WITH BANKRUPTCY CODE SECTION 1125 AND WITHIN THE MEANING OF BANKRUPTCY CODE SECTION1126, 11 U.S.C. §§ 1125, 1126. THIS DISCLOSURE STATEMENT HAS NOT YET BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORSINTEND TO SUBMIT THIS DISCLOSURE STATEMENT TO THE BANKRUPTCY COURT FOR APPROVAL FOLLOWING COMMENCEMENT OF SOLICITATION AND THE DEBTORS’FILING FOR RELIEF UNDER CHAPTER 11 OF THE BANKRUPTCY CODE. THE INFORMATION IN THIS DISCLOSURE STATEMENT IS SUBJECT TO CHANGE. THIS DISCLOSURESTATEMENT IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES.

Importantinformation about this Disclosure Statement

SOLICITATION OF VOTES ONTHE JOINT PREPACKAGED PLAN OF REORGANIZATION OF NINE ENERGY SERVICE, INC. AND ITS DEBTORAFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE FROM THE HOLDERS OF OUTSTANDING:

VOTING CLASS	NAME OF CLASS UNDER THE PLAN
4	Senior Secured Notes Claims

IFYOU ARE IN CLASS 4, YOU ARE RECEIVING THIS DOCUMENT AND THE ACCOMPANYING MATERIALS BECAUSE YOU ARE ENTITLED TO VOTE ON THE PLAN.

DELIVERYOF BALLOTS BY HOLDERS OF Senior Secured Notes Claims (as defined herein)<br><br> <br>**<br><br> <br>CLASS 4 BALLOTS of the aforementioned parties (such ballots, the “class 4 ballots”) MAY BE RETURNED iN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED on or WITH THE BALLOTS.**

IF YOU HAVE ANY QUESTIONS REGARDING THE PROCEDURES FOR VOTING ON THE PLAN: **** YOU CAN CONTACT THE CLAIMS AND NOTICING AGENT BY E-MAIL AT: BALLOTING@EPIQGLOBAL.COM (REFERENCING “IN RE: NINE – SOLICITATION INQUIRY” IN THE SUBJECT LINE). YOU CAN ALSO CONTACT THE CLAIMS AND NOTICING AGENT BY PHONE TOLL- FREE AT (877) 269-3874 (USA OR CANADA) OR +1 (971) 257-1895 (INTERNATIONAL).

ii

Importantinformation about this disclosure statement

THEDEBTORS ARE PROVIDING THIS DISCLOSURE STATEMENT TO HOLDERS OF CLAIMS FOR PURPOSES OF SOLICITING VOTES TO ACCEPT OR REJECT THE JOINTpREPACKAGED PLAN OF REORGANIZATION OF NINE ENERGY SERVICE, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCYCODE (****AS MAY BE AMENDED, MODIFIED, OR SUPPLEMENTED FROM TIME TO TIME, AND INCLUDING ALL EXHIBITS AND SUPPLEMENTS THERETO,THE “PLAN”).^2^ THIS DISCLOSURE STATEMENT HASNOT YET BEEN APPROVED BY THE BANKRUPTCY COURT. FUTURE APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE A GUARANTEE BY THE BANKRUPTCYCOURT OF THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN OR AN ENDORSEMENT BY THE BANKRUPTCY COURT OF THE MERITS OFTHE PLAN. THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS INCLUDED FOR PURPOSES OF SOLICITING VOTES FOR AND CONFIRMATION OFTHE PLAN AND MAY NOT BE RELIED UPON OR USED BY ANY ENTITY FOR ANY OTHER PURPOSE.

BEFORE DECIDING WHETHERTO VOTE TO ACCEPT OR REJECT THE PLAN, EACH HOLDER OF A CLAIM ENTITLED TO VOTE ON THE PLAN SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATIONIN THIS DISCLOSURE STATEMENT, INCLUDING THE RISK FACTORS DESCRIBED IN ARTICLE IX HEREIN.

thedebtors and certain holders of claims support the plan, including over 70% of the Senior Secured Notes Claims and 100% of the PrepetitionABL Claims. The debtors believe that the compromises contemplated under the plan are fair and equitable, maximize the value of the debtors’estates, and provide the best possible recovery to stakeholders. at this time, the debtors believe the plan represents the best availableoption for completing the chapter 11 cases. the debtors strongly recommend that you vote to accept the plan.

HOLDERSOF CLAIMS SHOULD NOT CONSTRUE THE CONTENTS OF THIS DISCLOSURE STATEMENT AS PROVIDING ANY LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE. THEDEBTORS URGE EACH HOLDER OF A CLAIM entitled to vote ON the plan TO CONSULT WITH ITS OWN ADVISORS WITH RESPECT TO ANY LEGAL, FINANCIAL,SECURITIES, TAX, OR BUSINESS ADVICE IN REVIEWING THIS DISCLOSURE STATEMENT, THE PLAN, AND THE RESTRUCTURING TRANSACTIONS CONTEMPLATEDTHEREBY. FURTHERMORE, THE BANKRUPTCY COURT’S APPROVAL OF THE ADEQUACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT(when and if approved) DOES NOT CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL OF THE PLAN.

^2^	Capitalized terms used but not otherwise defined in this Disclosure Statement have the meanings ascribed<br>to such terms in the Plan or the RSA, as applicable. The summary of the Plan provided herein is qualified in its entirety by referenceto the Plan. In the case of any inconsistency between this Disclosure Statement and the Plan, the Plan shall govern.

iii

THISDISCLOSURE STATEMENT CONTAINS, AMONG OTHER THINGS, SUMMARIES OF THE PLAN, CERTAIN STATUTORY PROVISIONS, AND CERTAIN ANTICIPATED EVENTSIN THE debtors’ forthcoming CHAPTER 11 CASES. ALTHOUGH THE DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE, THESESUMMARIES ARE QUALIFIED IN THEIR ENTIRETY TO THE EXTENT THAT THEY DO NOT SET FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONSOR EVERY DETAIL OF SUCH ANTICIPATED EVENTS. the summaries of the financial information and the documents to this disclosure statementor otherwise incorporated herein by reference are qualified in their entirety by reference to those documents. IN THE EVENT OF ANY INCONSISTENCYOR DISCREPANCY BETWEEN A DESCRIPTION IN THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN, the rsa, OR ANY OTHER DOCUMENTSINCORPORATED HEREIN BY REFERENCE, THE PLAN, the rsa, OR SUCH OTHER DOCUMENTS WILL GOVERN FOR ALL PURPOSES. FACTUAL INFORMATION CONTAINEDIN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE DEBTORS’ MANAGEMENT EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORSDO NOT REPRESENT OR WARRANT THAT THE INFORMATION CONTAINED HEREIN OR ATTACHED HERETO IS WITHOUT ANY MATERIAL INACCURACY OR OMISSION. EXCEPTAS OTHERWISE PROVIDED IN THE PLAN OR IN ACCORDANCE WITH APPLICABLE LAW, THE DEBTORS ARE UNDER NO DUTY TO UPDATE OR SUPpLeMENT THIS DISCLOSURESTATEMENT.

INPREPARING THIS DISCLOSURE STATEMENT, THE DEBTORS RELIED ON FINANCIAL DATA DERIVED FROM THE DEBTORS’ BOOKS AND RECORDS AND ON VARIOUSASSUMPTIONS REGARDING THE DEBTORS’ BUSINESS. WHILE THE DEBTORS BELIEVE THAT SUCH FINANCIAL INFORMATION FAIRLY REFLECTS THE FINANCIALCONDITION OF THE DEBTORS AS OF THE DATE HEREOF AND THAT THE ASSUMPTIONS REGARDING FUTURE EVENTS REFLECT REASONABLE BUSINESS JUDGMENTS,NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OF THE FINANCIAL INFORMATION CONTAINED HEREIN OR ASSUMPTIONS REGARDING THEDEBTORS’ BUSINESS AND THEIR FUTURE RESULTS AND OPERATIONS. THE DEBTORS EXPRESSLY CAUTION READERS NOT TO PLACE UNDUE RELIANCE ONANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.

THISDISCLOSURE STATEMENT DOES NOT CONSTITUTE, AND MAY NOT BE CONSTRUED AS, AN ADMISSION OF FACT, LIABILITY, STIPULATION, OR WAIVER. THE DEBTORSor any other Authorized Party MAY SEEK TO INVESTIGATE, FILE, AND PROSECUTE CLAIMS AND MAY OBJECT TO CLAIMS AFTER THE CONFIRMATION OR EFFECTIVEDATE OF THE PLAN IRRESPECTIVE OF WHETHER THIS DISCLOSURE STATEMENT IDENTIFIES ANY SUCH CLAIMS OR OBJECTIONS TO CLAIMS.

THEDEBTORS ARE MAKING THE STATEMENTS AND PROVIDING THE FINANCIAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT AS OF THE DATE HEREOF,UNLESS OTHERWISE SPECIFICALLY NOTED. there is no assurance that the statements contained herein will be correct at any time after suchdate. ALTHOUGH THE DEBTORS MAY SUBSEQUENTLY UPDATE THE INFORMATION IN THIS DISCLOSURE STATEMENT, THE DEBTORS HAVE NO AFFIRMATIVE DUTYTO DO SO, AND EXPRESSLY DISCLAIM ANY DUTY TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTUREEVENTS, OR OTHERWISE. HOLDERS OF CLAIMS OR INTERESTS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER THAT, AT THE TIME OF THEIR REVIEW,THE FACTS SET FORTH HEREIN HAVE NOT CHANGED SINCE THIS DISCLOSURE STATEMENT WAS FILED. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION,MODIFICATION, OR AMENDMENT. THE DEBTORS RESERVE THE RIGHT TO FILE or distribute AN AMENDED OR MODIFIED PLAN AND RELATED DISCLOSURESTATEMENT, FROM TIME TO TIME, SUBJECT TO THE TERMS OF THE PLAN and the RSA.

iv

THEDEBTORS HAVE NOT AUTHORIZED ANY ENTITY TO GIVE ANY INFORMATION ABOUT OR CONCERNING THE PLAN or the rsa OTHER THAN THAT WHICH IS CONTAINEDIN THIS DISCLOSURE STATEMENT. THE DEBTORS HAVE NOT AUTHORIZED ANY DISCLOSURE or representations CONCERNING THE DEBTORS OR THE VALUE OFTHEIR PROPERTY OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT.

IFTHE PLAN IS CONFIRMED BY THE BANKRUPTCY COURT AND THE EFFECTIVE DATE OCCURS, ALL HOLDERS OF CLAIMS OR INTERESTS (INCLUDING THOSE HOLDERSOF CLAIMS OR INTERESTS WHO DO NOT SUBMIT BALLOTS TO ACCEPT OR REJECT THE PLAN, who vote to reject the Plan, or WHO ARE NOT ENTITLED TOVOTE ON THE PLAN) WILL BE BOUND BY THE TERMS OF THE PLAN AND THE RESTRUCTURING TRANSACTIONS CONTEMPLATED THEREBY.

Theconfirmation and effectiveness of the Plan are subject to certain material conditions precedent described herein and set forth in ArticleIX of the Plan. There is no assurance that the Plan will be confirmed, or if confirmed, that the conditions required to be satisfied forthe Plan to go effective will be satisfied (or waived).

**Youare encouraged to read the Plan, the RSA, and this Disclosure Statement in their entirety, including Article IX herein, entitled“**RISK FACTORS” before submitting your ballot TO vote on the Plan.

**THISDISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 3016(**b)AND IS NOT NECESSARILY PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER SIMILAR LAWS. This Disclosure Statement hasnot been approved or disapproved by the United States Securities and Exchange Commission (THE “sec”) or any similarfederal, state, local, or foreign regulatory agency, nor has the SEC or any other agency passed upon the accuracy or adequacy of the statementscontained in this Disclosure Statement. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TheDebtors have sought to ensure the accuracy of the financial information provided in this Disclosure Statement; however, the financialinformation contained in this Disclosure Statement or incorporated herein by reference has not been, and will not be, audited or reviewedby the Debtors’ independent auditors unless explicitly provided otherwise HEREIN.

UponConfirmation of the Plan, certain of the securities described or otherwise contemplated in this Disclosure Statement will be issued withoutregistration under the Securities Act of 1933, AS AMENDED (together with the rules and regulations promulgated thereunder, the “SecuritiesAct”), or similar federal, state, local, or foreign laws in reliance on the exemption set forth in section 1145 of theBankruptcy Code to the extent permitted under applicable law, section 4(a)(2) of the securities act, regulation d promulgatedthereunder (“Regulation D”), regulation s under the securities act (“Regulation S”),and/or other available exemptions from registration. Other Securities may be issued pursuant to other applicable exemptions under thefederal securities laws. If exemptions from registration under section 1145 of the Bankruptcy Code, section 4(a)(2) ofthe securities act, regulation d promulgated thereunder, regulation s under the securities act, or applicable federal securitieslaw do not apply, the Securities described or otherwise contemplated in this disclosure statement may not be offered or sold except UNDERa valid exemption or upon registration under the Securities Act. The Debtors recommend that potential recipients of Securities issuedunder the Plan consult their own LAWYER concerning their ability to freely trade such Securities in compliance with the federal securitieslaws and any applicable “Blue Sky” laws. The Debtors make no representation concerning the ability of a person to disposeof such Securities.

TheDebtors make statements in this Disclosure Statement that are considered forward-looking statements under federal securities laws. TheDebtors consider all statements regarding anticipated or future matters, including the following, to be forward-looking statements. Althoughthe debtors believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, the debtors cangive no assurance that their expectations will be attained, and it is possible that actual results may differ materially from those indicatedby these forward-looking statements due to a variety of risks and uncertainties. forward-looking statements may include, but are not limitedto, statements about:

·	THE DEBTORS’ PLANS, OBJECTIVES, INTENTIONS, AND EXPECTATIONS;
·	THE DEBTORS’ BUSINESS STRATEGY;
---	---
·	THE DEBTORS’ FINANCIAL STRATEGY, BUDGET, AND PROJECTIONS;
---	---
·	THE DEBTORS’ FINANCIAL CONDITION, REVENUES, CASH FLOWS, AND EXPENSES;
---	---
·	THE DEBTORS’ LEVELS OF INDEBTEDNESS, LIQUIDITY, AND COMPLIANCE WITH DEBT COVENANTS;
---	---
·	THE SUCCESS AND COSTS OF THE DEBTORS’ OPERATIONS;
---	---
·	UNCERTAINTY REGARDING THE DEBTORS’ FUTURE OPERATING RESULTS;
---	---
·	THE AMOUNT, NATURE, AND TIMING OF THE DEBTORS’ CAPITAL EXPENDITURES;
---	---
·	THE AVAILABILITY AND TERMS OF CAPITAL;
---	---

vi

·	GENERAL ECONOMIC AND BUSINESS CONDITIONS (INCLUDING WITH RESPECT TO NON-U.S. CURRENCY FLUCTUATIONS,TARIFFS, AND/OR TRADE NEGOTIATIONS, PARTICULARLY WITH RESPECT TO ANY NON-U.S. MARKETS WHERE THE DEBTORS CONDUCT BUSINESS);
·	THE EFFECTIVENESS OF THE DEBTORS’ RISK MANAGEMENT ACTIVITIES;
---	---
·	THE DEBTORS’ COUNTERPARTIES’ CREDIT RISK;
---	---
·	THE OUTCOME OF PENDING AND FUTURE LITIGATION CLAIMS OR ANY REGULATORY PROCEEDINGS;
---	---
·	THE GOVERNMENTAL REGULATIONS AND TAXATION APPLICABLE TO THE DEBTORS, INCLUDING ANY CHANGES THERETO;
---	---
·	THE OVERALL HEALTH OF THE OIL AND GAS INDUSTRY AND THE PRICE OF OIL AND NATURAL GAS;
---	---
·	THE POTENTIAL ADOPTION OF NEW GOVERNMENTAL REGULATIONS; AND
---	---
·	THE DEBTORS’ ABILITY TO SATISFY FUTURE CASH OBLIGATIONS.
---	---

Statementsconcerning these and other matters are not guarantees of the Reorganized Debtors’ future performance. There are risks, uncertainties,and other important factors that could cause the Reorganized Debtors’ or company’s actual performance or achievements to bedifferent from those they may project, and the Debtors undertake no obligation to update the projections made herein. These risks, uncertainties,and factors may include the following: the Debtors’ ability to confirm and consummate the Plan; the potential that THEDEBTORS MAY NEED TO PURSUE AN ALTERNATIVE TRANSACTION IF THE PLAN IS NOT CONFIRMED; the Debtors’ ability to reduce their overallfinancial leverage; the potential adverse impact of the Chapter 11 Cases on the Debtors’ operations, management, and employees;the risks associated with operating the Debtors’ business during the Chapter 11 Cases; THE DEBTORS’ INABILITY TO MAINTAINRELATIONSHIPS WITH SUPPLIERS, EMPLOYEES, AND other third parties as a result of this chapter 11 filing or those parties’ failureto comply with their contractural obligations; customer responses to the Chapter 11 Cases; the Debtors’ inability to dischargeor settle Claims during the Chapter 11 Cases; general economic, business, and market conditions; currency fluctuations; interestrate fluctuations; price increases; exposure to litigation; a decline in the Debtors’ market share due to competition; the Debtors’ability to implement cost reduction initiatives in a timely manner; financial conditions of the Debtors’ customers; adverse taxchanges; limited access to capital resources; changes in domestic and foreign laws and regulations; the possibility that foreign courtswill not enforce the confirmation order; trade balance; natural disasters; PANDEMICS; geopolitical instability; government shutdowns;and the effects of governmental regulation on the Debtors’ business**.**

vii

Youare cautioned that all forward-looking statements are necessarily speculative, and there are certain risks and uncertainties that couldcause actual events or results to differ materially from those referred to in such forward-looking statements. The projections andforward-looking information contained or incorporated by reference herein and attached hereto are only estimates, and the timing and amountof actual distributions to Holders of Allowed Claims and Allowed Interests, among other things, may be affected by many factors that cannotbe predicted. Any analyses, estimates, or recovery projections may or may not turn out to be accurate.

 Recommendation by the Debtors  each debtor’s board of MANAGERS, BOARD OF DIRECTORS, DIRECTOR, MANAGING DIRECTOR, OR MANAGER, as applicable, has approved the restructuring transactions contemplated by the plan and described in THIS disclosure statement. each Debtor believes that the compromises contemplated by the restructuring transactions are fair and equitable, maximize the value of each Debtor’s ASSETS, and provide the best recovery to the DEBTORS’ STAKEholders. At this time, each Debtor believes that the restructuring transactions represent the best alternative for accomplishing the Debtors’ overall restructuring objectives. EACH OF THE DEBTORS THEREFORE STRONGLY RECOMMENDS THAT ALL HOLDERS OF CLAIMS WHOSE VOTES ON THE PLAN ARE BEING SOLICITED ACCEPT THE PLAN by returning their ballot so as to be actually received by the Claims and Noticing Agent no later than THE VOTING DEADLINE (march 2, 2026, at 11:59 P.m. (prevailing central Time)) pursuant to the instructions set forth herein and In the SOLICITATION MATERIALS, INCLUDING IN YOUR BALLOT.

viii

SpecialNotice Regarding Federal and State Securities Laws

The Bankruptcy Court hasnot reviewed this Disclosure Statement or the Plan, and the securities to be issued pursuant to the Plan on or after the Effective Datewill not have been the subject of a registration statement filed with the SEC under the Securities Act, any securities regulatory authorityof any state under any state securities law (“Blue Sky Laws”), or the securities laws of any other jurisdiction. ThePlan has not been approved or disapproved by the SEC, any state regulatory authority, or the regulatory authority of any jurisdictionand neither the SEC, any state regulatory authority, nor any other regulatory authority in any jurisdiction has passed upon the accuracyor adequacy of the information contained in this Disclosure Statement or the Plan. Any representation to the contrary is a criminal offense.The securities may not be offered or sold within the United States or to, or for the account or benefit of, United States persons (asdefined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and applicable laws of other jurisdictions.

After the Petition Date,the Debtors will rely on section 1145(a) of the Bankruptcy Code to exempt from registration under the Securities Act and Blue SkyLaws the offer, issuance, and distribution, if applicable, of securities under the Plan, and to the extent such exemption is not available,then such securities will be offered, issued, and distributed under the Plan pursuant to section 4(a)(2) of the Securities Act, Regulation Dpromulgated thereunder, Regulation S under the Securities Act, and/or other applicable exemptions from registration under the SecuritiesAct and any other applicable securities laws. Neither the Solicitation nor this Disclosure Statement constitutes an offer to sell or thesolicitation of an offer to buy securities in any state or jurisdiction in which such offer or solicitation is not authorized.

Securities issued pursuantto the exemption from registration set forth in section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder,Regulation S under the Securities Act, and/or other available exemptions from registration will be considered “restricted securities,”will bear customary legends and transfer restrictions, and may not be transferred except pursuant to an effective registration statementor under an available exemption from the registration requirements of the Securities Act and may be subject to any additional restrictionson the transferability of such securities pursuant to the applicable underlying documentation.

EACH RECIPIENT HEREBY ACKNOWLEDGESTHAT IT (A) IS AWARE THAT THE FEDERAL SECURITIES LAWS OF THE UNITED STATES PROHIBIT ANY PERSON (AS DEFINED IN SECTION 101(41)OF THE BANKRUPTCY CODE, A “PERSON”) WHO HAS MATERIAL NON-PUBLIC INFORMATION ABOUT A COMPANY, WHICH IS OBTAINED FROMTHE COMPANY OR ITS REPRESENTATIVES, FROM PURCHASING OR SELLING SECURITIES OF SUCH COMPANY OR FROM COMMUNICATING THE INFORMATION TO ANYOTHER PERSON UNDER CIRCUMSTANCES IN WHICH IT IS REASONABLY FORESEEABLE THAT SUCH PERSON IS LIKELY TO PURCHASE OR SELL SUCH SECURITIESAND (B) IS FAMILIAR WITH THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), AND THE RULESAND REGULATIONS PROMULGATED THEREUNDER, AND AGREES THAT IT WILL NOT USE OR COMMUNICATE TO ANY PERSON OR ENTITY, UNDER CIRCUMSTANCES WHEREIT IS REASONABLY LIKELY THAT SUCH PERSON OR ENTITY IS LIKELY TO USE OR CAUSE ANY PERSON OR ENTITY TO USE, ANY CONFIDENTIAL INFORMATIONIN CONTRAVENTION OF THE EXCHANGE ACT OR ANY OF ITS RULES AND REGULATIONS, INCLUDING RULE 10B-5 PROMULGATED THEREUNDER.

ix

TABLE OF CONTENTS

			Page
I.	INTRODUCTION		1
II.	PRELIMINARY STATEMENT		2
III.	QUESTIONS AND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND THE PLAN		4
	A.	What is chapter 11?	4
	B.	Why are the Debtors sending me this Disclosure Statement?	5
	C.	Why are votes being solicited prior to Bankruptcy Court approval of this Disclosure Statement?	5
	D.	What are the Restructuring Transactions under the Plan?	5
	E.	Am I entitled to vote on the Plan?	5
	F.	Controversy Concerning Impairment.	6
	G.	Special Provision Governing Unimpaired Claims.	6
	H.	What is the deadline to vote on the Plan?	6
	I.	How do I vote for or against the Plan?	6
	J.	Why is the Bankruptcy Court holding a Combined Hearing?	7
	K.	What is the purpose of the Combined Hearing?	7
	L.	Who do I contact if I have additional questions with respect to this Disclosure Statement or the Plan?	7
	M.	What will I receive from the Debtors if the Plan is consummated?	7
	N.	What will I receive from the Debtors if I hold an Allowed Administrative Claim, DIP Claim, Professional Fee Claim, or a Priority Tax Claim?	10
	O.	Are any regulatory approvals required to consummate the Plan?	12
	P.	What happens to my recovery if the Plan is not confirmed or does not go effective?	12
	Q.	If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective, and what is meant by “Confirmation,” “Effective Date,” and “Consummation?”	12
	R.	What are the sources of Cash and other consideration required to fund the Plan?	12
	S.	Are there risks to owning the New Equity Interests upon the Debtors’ emergence from chapter 11?	12
	T.	Is there potential litigation related to the Plan?	13
	U.	What is the Management Incentive Plan and how will it affect the distribution I receive under the Plan?	13
	V.	Does the Plan preserve Causes of Action?	13
	W.	Will there be releases, exculpation, and injunction granted to parties in interest as part of the Plan?	14
	X.	What Are the Consequences of Opting Out of the Releases Provided by the Plan?	20
	Y.	Does the Bankruptcy Code protect against discriminatory treatment?	20
	Z.	Will the Company retain documents after any Effective Date?	20
	AA.	What is the effect of Reimbursement or Contribution?	20
	BB.	What is the effect of the Plan on the Debtors’ capital structure?	21
	CC.	What is the effect of the Plan on the Debtors’ ongoing business?	21
	DD.	Will any party have significant influence over the corporate governance and operations of the Reorganized Debtors?	21
	EE.	Do the Debtors recommend voting in favor of the Plan?	21
	FF.	Who Supports the Plan?	22

IV.	CORPORATE HISTORY AND BUSINESS OPERATIONS		22
	A.	Corporate History	22
	B.	The Company’s Business and Operations	23
	C.	The Company’s Prepetition Corporate Structure	25
	D.	The Company’s Prepetition Capital Structure	25
V.	EVENTS LEADING TO the CHAPTER 11 CASES		27
	A.	Prepetition Challenges	27
	B.	Prepetition Initiatives and the Path Forward in Chapter 11	29
VI.	MATERIAL DEVELOPMENTS AND ANTICIPATED EVENTS OF THE CHAPTER 11 CASES		33
	A.	First Day Relief	33
	B.	Proposed Confirmation Schedule	33
VII.	THE DEBTORS’ PLAN		34
	A.	General Settlement of Claims and Interests	34
	B.	Restructuring Transactions	35
	C.	Reorganized Debtors	35
	D.	Sources of Consideration for Plan Distributions	35
	E.	Corporate Existence	37
	F.	Vesting of Assets in the Reorganized Debtors	38
	G.	Cancellation of Existing Securities, Agreements, and Interests	38
	H.	Corporate Action	39
	I.	New Organizational Documents	39
	J.	Directors and Officers of the Reorganized Debtors	39
	K.	Effectuating Documents; Further Transactions	40
	L.	Certain Securities Law Matters	40
	M.	Section 1146 Exemption	41
	N.	Employee Compensation and Benefits	42
	O.	Director and Officer Liability Insurance	42
	P.	Cashless Transactions.	43
VIII.	OTHER KEY ASPECTS OF THE PLAN		43
	A.	Treatment of Executory Contracts and Unexpired Leases	43
	B.	Provisions Governing Distributions	46
	C.	Procedures for Resolving Contingent, Unliquidated, and Disputed Claims	50
	D.	Conditions Precedent to Confirmation and Consummation of the Plan	52
	E.	Modification, Revocation, or Withdrawal of the Plan	54
	F.	Other Claims and Interest Classification and Treatment Features	55
IX.	RISK FACTORS		56
	A.	Bankruptcy Law Considerations	56
	B.	Risks Related to Recoveries Under the Plan	63
	C.	Risks Related to the Debtors’ and the Reorganized Debtors’ Business	65
	D.	Risks Related to the Offer and Issuance of Securities Under the Plan	72

xi

X.	SOLICITATION AND VOTING PROCEDURES		73
	A.	Holders of Claims Entitled to Vote on the Plan	74
	B.	Voting Record Date	74
	C.	Voting on the Plan.	74
	D.	Ballots Not Counted.	74
	E.	Votes Required for Acceptance by a Class.	75
	F.	Solicitation Procedures.	75
XI.	CONFIRMATION OF THE PLAN		76
	A.	The Combined Hearing.	76
	B.	Requirements for Confirmation of the Plan	76
	C.	Best Interests of Creditors/Liquidation Analysis	76
	D.	Valuation Analysis.	77
	E.	Feasibility	77
	F.	Acceptance by Impaired Classes	77
	G.	Confirmation Without Acceptance by All Impaired Classes	78
XII.	CERTAIN SECURITIES LAW MATTERS		79
	A.	New Equity Interests.	79
	B.	Exemption from Registration Requirements; Issuance of New Equity Interests and Other Securities Under the Plan.	79
	C.	Resales of New Equity Interests and Other Securities; Definition of “Underwriter” Under Section 1145(b) of the Bankruptcy Code.	80
XIII.	CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN		84
	A.	Introduction.	84
	B.	Certain U.S. Federal Income Tax Consequences of the Plan to the Debtors and Reorganized Debtors.	85
	C.	Certain U.S. Federal Income Tax Consequences to U.S. Holders of Allowed Class 4 Claims.	88
	D.	Certain U.S. Federal Income Tax Consequences of the Plan to Non-U.S. Holders of Allowed Claims.	91
	E.	FACTA.	94
	F.	U.S. Information Reporting and Back-Up Withholding.	95
XIV.	RECOMMENDATION		95

xii

EXHIBITS^3^

EXHIBIT A	Plan of Reorganization
EXHIBIT B	RSA
EXHIBIT C	Financial Projections
EXHIBIT D	Liquidation Analysis
EXHIBIT E	Valuation Analysis
EXHIBIT F	Organizational Chart
^3^	Each Exhibit is incorporated herein by reference.
---	---

xiii

I.	INTRODUCTION.

Nine Energy Service, Inc. (“Nine Energy Service”) and its affiliated debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors” and, together with their non-Debtor affiliates, “Nine” or the “Company”), are pursuing proposed restructuring and recapitalization transactions (the “Restructuring Transactions”) pursuant to the terms and conditions set forth in that certain Restructuring Support Agreement by and among the Company and the Consenting Stakeholders (as may be amended, supplemented, or otherwise modified from time to time, and including all schedules, exhibits, and annexes thereto, the “RSA”), attached hereto as Exhibit B.

Pursuant to the RSA, the Debtors have launched a solicitation of votes to accept or reject the Plan (the “Solicitation”) to Holders of Senior Secured Notes Claims. The Debtors intend to submit this disclosure statement (as amended, supplemented, or otherwise modified from time to time, this “Disclosure Statement”) pursuant to section 1125 of the Bankruptcy Code, to Holders of Senior Secured Notes Claims in connection with the Solicitation. A copy of the Plan is attached hereto as Exhibit A and incorporated herein by reference.

In connection with the RSA, and to seek Confirmation and Consummation of the Plan, the Debtors intend to promptly commence voluntary cases (the “Chapter 11 Cases”) under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

THE DEBTORS AND THE CONSENTINGSTAKEHOLDERS THAT HAVE EXECUTED THE RSA, BELIEVE THAT THE COMPROMISES CONTEMPLATED UNDER THE PLAN ARE FAIR AND EQUITABLE, MAXIMIZE THE VALUEOF THE DEBTORS’ ESTATES, AND PROVIDE THE BEST AVAILABLE RECOVERY TO STAKEHOLDERS. AT THIS TIME, THE DEBTORS BELIEVE THE PLAN REPRESENTSTHE BEST AVAILABLE OPTION FOR COMPLETING THE CHAPTER 11 CASES. THE DEBTORS STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN.

II.	PRELIMINARY STATEMENT.

The Company intends to file the Chapter 11 Cases to implement a comprehensive financial restructuring that will enable it to continue its history of innovation and success.

Nine Energy Service is a publicly traded company listed on the New York Stock Exchange (the “NYSE”) under the symbol “NINE.” Along with its subsidiaries, Nine is an oilfield services (“OFS”) business that supplies cutting edge solutions for unconventional oil and gas resource extraction and development across North America and abroad. The Company partners with exploration and production (“E&P”) customers to design and deploy downhole solutions and technology to prepare horizontal, multistage wells for production. Through its asset-light business model, advanced technological offerings, diversified business lines, and highly experienced management team, Nine provides customers with cost-effective and comprehensive completion solutions designed to maximize production levels and operating efficiencies. Nine’s culture is driven by an intense focus on performance and wellsite execution as well as a commitment to forward-leaning technologies that aid the development of smarter, customized applications that drive efficiencies and reduced emissions for clients.

Headquartered in Houston, Texas, Nine employs approximately 1,100 full-time employees and engages approximately 30 independent contractors. Over a decade of organic growth and targeted acquisitions have brought Nine to where it is today, with an operational reach that extends across all major onshore basins in the United States and Canada, as well as abroad, with a research and development (“R&D”) facility in Norway to help serve the international markets. Nine’s customer-focused approach has solidified its place in the industry as a trusted partner.

Despite the Company’s positive gross profit generation, a confluence of factors contributed to Nine’s present need to comprehensively restructure its balance sheet. First, an overleveraged capital structure created high interest expense costs for the Company over the past several years, which limited Nine’s ability to achieve levered free cash flow and reinvest in its businesses. Second, the oil and gas industry continues to experience challenging macroeconomic conditions, as major oil indexes suffer persistent pricing declines, leading many E&P companies to reduce their drilling and completion programs. Nine’s financial success is highly predicated on active drilling rigs and fracturing fleets. The Company’s management team estimates, out of an abundance of caution, that these conditions will persist through 2026, which will continue to put pressure on the Company’s gross margins. Finally, OFS companies rely on consolidation through merger activity to scale to relevance with both investors and customers, especially as their E&P customers similarly consolidate. For Nine, these growth opportunities remain largely closed off today due to its leverage profile, annualized debt interest expense, and near-term debt maturities.

The combination of macroeconomic and industry-specific challenges limits the Company’s optionality going forward. As Nine falls behind, competitors able to scale through organic growth and acquisition threaten to capture more of the total addressable market. And without the ability to unlock additional liquidity or deleverage, the Company lacks the resources to meaningfully invest in its people, R&D, and assets to maintain a leading technological position in the industry. These headwinds caused consistent declines in the Company’s share price over the last few years, which recently triggered non-compliance with the listing standards of the NYSE.

Understanding that its leverage profile constrained its ability to address issues within its control, Nine engaged restructuring advisors in late 2025 to explore strategic and financial alternatives aimed at refinancing or restructuring its debt obligations with minimal disruption to its business operations. The Company, with the assistance of its advisors, thoroughly evaluated all available options, including out-of-court refinancing opportunities. But in the face of continued industry headwinds and a declining stock price, the Company determined that an in-court restructuring providing for the complete equitization of its Senior Secured Notes would best allow it to substantially deleverage its capital structure and position it for long-term success.

In November 2025, the Company and its advisors engaged an ad hoc group of holders of the Company’s Senior Secured Notes (the “Ad Hoc Group”), who organized with Milbank LLP as counsel and Houlihan Lokey Capital, Inc. as financial advisor (collectively, the “Ad Hoc Group Advisors”). The Company submitted a non-binding proposal to the restricted members of the Ad Hoc Group for a comprehensive deleveraging transaction to be effectuated through a quick, prepackaged chapter 11 plan. At the same time, the Company engaged with the Prepetition ABL Lenders on the terms of a financing package to fund both a chapter 11 process and the reorganized Nine’s go-forward operations. Following months of hard-fought, arm’s-length negotiations, the Debtors, the Prepetition ABL Lenders, and members of the Ad Hoc Group holding more than 70% of the claims arising under the Senior Secured Notes (the “Consenting Noteholders”) entered into the RSA.

Nine plans to commence prepackaged Chapter 11 Cases to effectuate the carefully negotiated and comprehensive balance sheet restructuring embodied by the RSA, which will ensure its long-term viability. Pursuant to the RSA, the Company’s existing ABL lenders, White Oak ABL 3, LLC and White Oak Europe ABL Limited (collectively, the “Prepetition ABL Lenders”), and the Ad Hoc Group have agreed to support the Plan and, in the case of the members of the Ad Hoc Group, to vote in favor of the Plan. The key terms of the RSA include:

·	the Prepetition ABL Lenders will provide a senior secured superpriority asset-based DIP Facility with<br>an aggregate principal commitment of $125 million on the terms set forth in the DIP Documents. The DIP Facility shall be used for<br>(i) working capital and corporate purposes of the Debtors, (ii) bankruptcy-related costs and expenses in respect of the Chapter 11<br>Cases, (iii) costs and expenses related to the DIP Facility, and (iv) refinancing all Obligations under the Prepetition ABL<br>Facility;
·	on the Effective Date, the DIP Facility shall convert into the Exit ABL Facility with an aggregate principal<br>commitment of $135 million and secured by a first lien security interest on substantially all assets of Reorganized Debtors;
---	---
·	each Holder of an Allowed Prepetition ABL Claim shall be paid in full in cash to the extent not converted<br>into DIP Claims in accordance with the DIP Documents;
---	---
·	each Holder of Senior Secured Notes Claim shall receive, in full and final satisfaction, settlement, release,<br>and discharge of, and in exchange for, its pro rata share of 100% of the New Equity Interests, which shall be distributed<br>ratably on account of the Allowed Senior Secured Notes Claims and subject to dilution by the Management Incentive Plan;
---	---
·	General Unsecured Claims will be unimpaired; and
---	---
·	on the Effective Date, the Nine Energy Equity Interests shall be cancelled, released, discharged, extinguished,<br>and of no further force or effect, and such holder shall not receive any distribution, property, or other value under the Plan on account<br>of such Nine Energy Equity Interests.
---	---

Not only will the Restructuring Transactions contemplated by the RSA and embodied in the Plan deleverage the Company, but they will also provide adequate liquidity upon emergence through an upsized asset-based loan facility, the Exit ABL Facility, provided by the Prepetition ABL Lenders. Critically, all general unsecured creditors, including the Company’s key trade vendors, are unimpaired under the Plan.

To fund these cases and instill confidence in the Company’s customers, vendors, and other key stakeholders, the Company negotiated a debtor-in-possession financing package with the Prepetition ABL Lenders, which will provide the Company access to a $125 million asset-based revolving loan facility on terms substantially consistent with the Prepetition ABL Facility. Through the Restructuring Transactions, Nine will emerge from these Chapter 11 Cases healthier and having instilled renewed confidence in key customers, vendors, and other stakeholders that are critical to the Company’s long-term operational goals.

Given the high level of consensus for the Restructuring Transactions and the need to limit the cost and disruption of these Chapter 11 Cases, the Company intends to proceed through these cases quickly and efficiently. The agreement of the Company’s key constituencies to advance these Chapter 11 Cases expeditiously is memorialized by various milestones in the RSA and the DIP Facility. To meet those milestones and minimize the effect of the Chapter 11 Cases on the Company and its businesses, the Debtors successfully launched Solicitation prior to the commencement the Chapter 11 Cases. On February 1, 2026, the Debtors commenced service of the Solicitation Package (as defined herein), including this Disclosure Statement, the Plan, the various exhibits to those documents, a ballot to vote to accept or reject the Plan, and instructions regarding the voting process, pursuant to sections 1125 and 1126(b) of the Bankruptcy Code on holders of Senior Secured Notes entitled to vote on the Plan. The Debtors request that such holders submit their ballots by March 2, 2026 (the “Voting Deadline”). And though Solicitation remains ongoing, the Consenting Noteholders who hold more than 70% of the claims in Class 4 of the Plan—the only Voting Class—have committed to vote in favor of the Plan through the RSA.

The Restructuring Transactions will preserve over 1,000 jobs and maximize the value of the Company for the benefit of all stakeholders. With a deleveraged balance sheet and access to additional liquidity through the Exit ABL Facility, Nine is best positioned to continue to build on over a decade of providing the highest quality and most advanced completion services in the industry.

FOR THESE REASONS, THE DEBTORS STRONGLYRECOMMEND THAT HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN VOTE TO ACCEPT THE PLAN.
III.	QUESTIONSAND ANSWERS REGARDING THIS DISCLOSURE STATEMENT AND THE PLAN.
---	---
A.	What is chapter 11?
---	---

Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. In addition to permitting debtor rehabilitation, chapter 11 promotes equal treatment for similarly situated creditors and equity holders, subject to the priority of distributions prescribed by the Bankruptcy Code.

The commencement of a chapter 11 case creates an estate that comprises all of the legal and equitable interests of the debtor as of the date the chapter 11 case is commenced. The Bankruptcy Code provides that a debtor may continue to operate its business and remain in possession of its property as a “debtor in possession.”

Consummating a chapter 11 plan is the principal objective of a chapter 11 case. A bankruptcy court’s confirmation of a plan binds the debtor, any person acquiring property under the plan, any creditor or equity holder of the debtor (whether or not such creditor or equity holder voted to accept the plan), and any other entity as may be ordered by the bankruptcy court. Subject to certain limited exceptions, the order issued by a bankruptcy court confirming a plan provides for the treatment of the debtor’s liabilities in accordance with the terms of the confirmed plan.

B.	Why are the Debtors sending me this Disclosure Statement?

The Debtors are seeking to obtain Bankruptcy Court approval of the Plan. Before soliciting acceptances of the Plan, section 1125 of the Bankruptcy Code requires that the Debtors prepare a disclosure statement containing adequate information sufficient to enable a hypothetical reasonable investor to make an informed decision regarding acceptance of the Plan and to share such Disclosure Statement with all Holders of Claims whose votes on the Plan are being solicited. This Disclosure Statement is being submitted in accordance with these requirements.

C.	Why are votes being solicited prior to Bankruptcy Court approval of this Disclosure Statement?

By sending this Disclosure Statement and soliciting votes for the Plan prior to approval by the Bankruptcy Court, the Debtors are preparing to seek Confirmation of the Plan soon after commencing the Chapter 11 Cases. The Debtors will ask the Bankruptcy Court to approve this Disclosure Statement on a final basis together with Confirmation of the Plan at the same hearing, which may be scheduled as shortly as thirty-one (31) days after commencing the Chapter 11 Cases, all subject to the Bankruptcy Court’s approval and availability.

D.	What are the Restructuring Transactions under the Plan?

The RSA and the Plan contemplate a recapitalization of the Debtors through which the Debtors will (a) issue and distribute the New Equity Interests and (b) enter into the Exit ABL Facility.

E.	Am I entitled to vote on the Plan?

Your ability to vote on, and your distribution under, the Plan, if any, depends on what type of Claim or Interest you hold and whether you held that Claim or Interest as of the Voting Record Date (i.e., as of January 30, 2026). Each category of Holders of Claims or Interests, as set forth in Article III of the Plan pursuant to sections 1122(a) and 1123(a)(1) of the Bankruptcy Code, is referred to as a “Class.” Each Class’s respective voting status is set forth below:

Class	Claims and Interests	Status	Voting Rights
Class 1	Other Secured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 2	Other Priority Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 3	Prepetition ABL Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 4	Senior Secured Notes Claims	Impaired	Entitled to Vote
Class 5	General Unsecured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 6	Intercompany Claims	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept / Deemed to Reject)
Class 7	Intercompany Interests	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept / Deemed to Reject)
Class 8	Nine Energy Equity Interests	Impaired	Not Entitled to Vote (Deemed to Reject)
Class 9	Section 510(b) Claims	Impaired	Not Entitled to Vote (Deemed to Reject)

Except for the Claims addressed in Article II of the Plan, all Claims and Interests are classified in the Classes set forth above in accordance with sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or an Interest, or any portion thereof, is classified in a particular Class only to the extent that any portion of such Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of such Claim or Interest qualifies within the description of such other Classes. A Claim or an Interest also is classified in a particular Class for the purpose of receiving distributions under the Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date.

The Plan constitutes a separate Plan for each of the Debtors, and the classification of Claims and Interests set forth therein shall apply separately to each of the Debtors. All of the potential Classes for the Debtors are set forth in the Plan. Such groupings shall not affect any Debtor’s status as a separate legal Entity, change the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of any legal Entities, or cause the transfer of any assets, and, except as otherwise provided by or permitted under the Plan, all Debtors shall continue to exist as separate legal Entities after the Effective Date.

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ or the Reorganized Debtors’ rights regarding any Unimpaired Claims, including, all rights regarding legal and equitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims.

F.	Controversy Concerning Impairment.

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date or such other date as fixed by the Bankruptcy Court.

G.	Special Provision Governing Unimpaired Claims.

Except as otherwise provided in the Plan, nothing under the Plan or the Plan Supplement shall affect the rights of the Debtors or the Reorganized Debtors, as applicable, regarding any Unimpaired Claims, including, all rights regarding legal and equitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims.

H.	What is the deadline to vote on the Plan?

The Voting Deadline with respect to the Plan is March 2, 2026, at 11:59 p.m. (prevailing Central Time).

I.	How do I vote for or against the Plan?

Detailed instructions regarding how to vote on the Plan are contained on the ballots distributed to Holder of Claims that are entitled to vote on the Plan (the “Ballots”). For your vote to be counted, your Ballot must be properly completed, executed, and delivered as directed, so that the Ballot containing your vote is actually received by the Claims and Noticing Agent on or before the Voting Deadline, i.e., March 2, 2026at 11:59 p.m., prevailing Central Time.

J.	Why is the Bankruptcy Court holding a Combined Hearing?

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court to hold a hearing on Confirmation of the Plan and recognizes that any party in interest may object to Confirmation of the Plan. Shortly after the commencement of the Chapter 11 Cases, the Debtors will request that the Bankruptcy Court schedule the Combined Hearing, at which time the Debtors will seek, among other things, Confirmation of the Plan. At the Combined Hearing, the Debtors will also seek Bankruptcy Court approval of this Disclosure Statement pursuant to section 1125 of the Bankruptcy Code as containing adequate information of a kind, and in sufficient detail, to enable a hypothetical reasonable investor to make an informed judgment regarding acceptance of the Plan and that the Debtors shared this Disclosure Statement with all Holders of Claims whose votes on the Plan are being solicited. All parties in interest will be served notice of the time, date, and location of the Combined Hearing once scheduled. The Combined Hearing may be adjourned from time to time without further notice.

K.	What is the purpose of the Combined Hearing?

The purpose of the Combined Hearing is to seek approval of this Disclosure Statement and confirmation of the Plan. If so approved, the Bankruptcy Court will have held that this Disclosure Statement has provided the Voting Class with adequate information to make an informed decision as to whether to vote to accept or reject the Plan in accordance with section 1125(a)(1) of the Bankruptcy Code.

The confirmation of a plan of reorganization by a bankruptcy court binds the debtor, any issuer of securities under a plan of reorganization, any person acquiring property under a plan of reorganization, any creditor or interest holder of a debtor, and any other person or entity as may be ordered by the bankruptcy court in accordance with the applicable provisions of the Bankruptcy Code. Subject to certain limited exceptions, the order issued by the bankruptcy court confirming a plan of reorganization discharges a debtor from any debt that arose before the confirmation of such plan of reorganization and provides for the treatment of such debt in accordance with the terms of the confirmed plan of reorganization.

L.	Who do I contact if I have additional questions with respect to this Disclosure Statement or the Plan?

If you have any questions regarding this Disclosure Statement or the Plan, please contact the Claims and Noticing Agent, Epiq, by calling (877) 269-3874 (Toll free from US / Canada) OR +1 (971) 257-1895 (International), or e-mailing balloting@epiqglobal.com with “In re: Nine – Solicitation Inquiry” in the subject line. Copies of the Plan, this Disclosure Statement, and any other publicly-filed documents in the Chapter 11 Cases are available free of charge, as applicable, by: (a) visiting the Debtors’ restructuring website at https://dm.epiq11.com/NineEnergy after the Petition Date; (b) emailing using balloting@epiqglobal.com (with “In re: Nine – Solicitation Inquiry” in the subject line); or (c) calling the Claims and Noticing Agent at the number(s) listed above. You may also obtain copies of any pleadings filed in the Chapter 11 Cases via PACER at https://www.pacer.gov (for a fee).

M.	What will I receive from the Debtors if the Plan is consummated?

The following chart provides a summary of the anticipated distributions to Holders of Claims or Interests under the Plan. Your ability to receive distributions under the Plan depends upon the ability of the Debtors to obtain Confirmation and meet the conditions necessary to consummate the Plan.

Pursuant to the Plan, each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive the treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to the extent different treatment is agreed to by the Debtors or the Reorganized Debtors, as applicable, and the Holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwise indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the Effective Date (or, if payment is not then due, in accordance with such Claim’s terms in the ordinary course of business) or as soon as reasonably practicable thereafter.

The allowance, classification, and treatment of all Allowed Claims and Interests and the respective distributions and treatments under the Plan 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, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, and subject to any applicable consent or approval rights under the RSA, the Debtors, or the Reorganized Debtors, as applicable, reserve the right to re-classify any Allowed Claim or Interest in accordance with any contractual, legal, or equitable subordination rights relating thereto.

Summary of Projected Distributions
Class	Claim/Interest	Treatment of Claim / Interest	Projected Allowed Amount of Claims	Estimated Recovery (%)
Class 1	Other Secured Claims	Except to the extent that a Holder of an Allowed<br> Other Secured Claim agrees to less favorable treatment of its Allowed Claim, each Holder of an Allowed Other Secured Claim shall receive,<br> as determined by the applicable Debtor or Reorganized Debtor with the consent (not to be unreasonably withheld, conditioned, or delayed)<br> of the Required Consenting Stakeholders, either:<br><br> <br>(i) payment<br> in full in Cash in an amount equal to its Allowed Other Secured Claim;<br><br> <br><br><br> <br>(ii) the<br> collateral securing its Allowed Other Secured Claim;<br><br> <br><br><br> <br>(iii) Reinstatement<br> of its Allowed Other Secured Claim; or<br><br> <br><br><br> <br>(iv) such<br> other treatment rendering its Allowed Other Secured Claim Unimpaired.	N/A	100%
Class 2	Other Priority Claims	Except to the extent that a Holder of an Allowed<br>Other Priority Claim agrees to less favorable treatment of its Allowed Claim, each Holder of an Allowed Other Priority Claim shall receive,<br>as determined by the applicable Debtor or Reorganized Debtor, treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy<br>Code and reasonably acceptable to the Required Consenting Stakeholders.	N/A	100%

Summary of Projected Distributions
Class	Claim/Interest	Treatment of Claim / Interest	Projected Allowed Amount of Claims	Estimated Recovery (%)
Class 3	Prepetition ABL Claims	Except to the extent that a Holder of an Allowed Prepetition ABL Claim agrees to less favorable treatment of its Allowed Claim, each Holder of an Allowed Prepetition ABL Claim shall receive payment in full in Cash to the extent not converted into DIP Claims in accordance with the DIP Orders.	$0^4^	100%
Class 4	Senior Secured Notes Claims	Except to the extent that a Holder of an Allowed Senior Secured Notes Claim agrees to less favorable treatment of its Allowed Claim, on the Effective Date, each Holder of an Allowed Senior Secured Notes Claim shall receive its pro rata share of 100% of the New Equity Interests, which shall be distributed ratably on account of the Allowed Senior Secured Notes Claims and subject to dilution on account of the Management Incentive Plan.	$319,500,000	45%
Class 5	General Unsecured Claims	Each Holder of an Allowed General Unsecured Claim<br> shall, as determined by the applicable Debtor or Reorganized Debtor with the consent (not to be unreasonably withheld, conditioned, or<br> delayed) of the Required Consenting Stakeholders, either:<br><br> <br>(i) be<br> Reinstated; or<br><br> <br><br><br> <br>(ii) receive<br> such other treatment rendering such General Unsecured Claims Unimpaired in accordance with section 1124 of the Bankruptcy Code.	N/A	100%
Class 6	Intercompany Claims	Each Allowed Intercompany Claim shall be, as determined<br> by the applicable Debtor or Reorganized Debtor with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required<br> Consenting Stakeholders, either:<br><br> <br>(i) Reinstated;<br><br> <br><br><br> <br>(ii) set<br> off, settled, discharged, contributed, cancelled, or converted to equity;<br><br> <br><br><br> <br>(iii) released<br> without any distribution on account of such Allowed Intercompany Claims; or<br><br> <br><br><br> <br>(iv) otherwise<br> addressed at the Debtor’s election.	N/A	N/A
Class 7	Intercompany Interests	On the Effective Date, each Allowed Intercompany<br> Interest shall be, as determined by the applicable Debtor or Reorganized Debtor, with the consent (not to be unreasonably withheld, conditioned,<br> or delayed) of the Required Consenting Stakeholders, either:<br><br> <br>(i) Reinstated;<br><br> <br><br><br> <br>(ii) set<br> off, settled, discharged, contributed, cancelled;<br><br> <br><br><br> <br>(iii) released<br> without any distribution on account of such Allowed Intercompany Interest; or<br><br> <br><br><br> <br>(iv) otherwise<br> addressed at the Debtors’ election.	N/A	N/A
Class 8	Nine Energy Equity Interests	All Nine Energy Equity Interests shall be cancelled, released, discharged, extinguished, and of no further force or effect, and such Holders of Nine Energy Equity Interests shall not receive any distribution, property, or other value under the Plan on account of such Nine Energy Equity Interests.	N/A	0%
Class 9	Section 510(b) Claims	All Section 510(b) Claims will be cancelled, released, discharged, and extinguished, and will be of no further force or effect, and such Holders will not receive any distribution on account of such Section 510(b) Claims.	N/A	0%
^4^	Upon entry of the Interim DIP Order, the Prepetition ABL Claims will roll up into the DIP Facility, at<br>which time all such Prepetition ABL Claims will be refinanced in full.
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N.	What will I receive from the Debtors if I hold an Allowed Administrative Claim, DIP Claim, Professional<br>Fee Claim, or a Priority Tax Claim?

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority Tax Claims, DIP Claims, and Professional Fee Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in Article III of the Plan.

1.	Administrative Claims.

Except with respect to the Professional Fee Claims, Restructuring Expenses, and except to the extent that a Holder of an Allowed Administrative Claim and the Debtors against which such Allowed Administrative Claim is asserted agree to less favorable treatment for such Holder, or such Holder has been paid by any Debtors on account of such Allowed Administrative Claim prior to the Effective Date, each Holder of an Allowed Administrative Claim will receive in full and final satisfaction of its Allowed Administrative Claim an amount of Cash equal to the amount of such Allowed Administrative Claim in accordance with the following: (1) if an Administrative Claim is Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if such Administrative Claim is not Allowed as of the Effective Date, no later than thirty (30) days after the date on which an order allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (3) if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary course of their business after the Petition Date in accordance with the terms and conditions of the particular transaction giving rise to such Allowed Administrative Claim without any further action by the Holder of such Allowed Administrative Claim; (4) at such time and upon such terms as may be agreed upon by such Holder and the Debtors or the Reorganized Debtors, as applicable, and subject to the consent of the Required Consenting Stakeholders, not to be unreasonably withheld, conditioned, or delayed; or (5) at such time and upon such terms as set forth in an order of the Bankruptcy Court.

2.	Priority Tax Claims.

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim shall receive, as determined by the applicable Debtor or Reorganized Debtor, Cash equal to the full amount of its Claim or such other treatment in accordance with the terms set forth in section 1129(a)(9)(C), of the Bankruptcy Code and reasonably acceptable to the Required Consenting Stakeholders.

3.	DIP Claims.

All DIP Claims shall be deemed Allowed as of the Effective Date in an amount equal to (a) the principal amount outstanding under the DIP Facility on such date, (b) all interest accrued and unpaid thereon to the date of payment, and (c) all accrued and unpaid fees, premiums, expenses, and non-contingent indemnification obligations payable under the DIP Documents and the DIP Orders.

On the Effective Date, except to the extent that a Holder of an Allowed DIP Claim agrees to less favorable treatment, each Holder of an Allowed DIP Claim shall receive, in full and final satisfaction of such Allowed DIP Claim, its pro rata share of the Exit ABL Facility Loans.

Upon the satisfaction of the Allowed DIP Claims in accordance with the terms of the Plan, or other such treatment as contemplated by Article II.C of the Plan, all guarantees provided and all Liens and security interests granted, in each case, to secure such obligations shall be automatically released, terminated, and of no further force and effect without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity. The DIP Agent and the DIP Lenders shall take all actions to effectuate and confirm such termination, release, and discharge as reasonably requested by the Debtors or the Reorganized Debtors, as applicable.

4.	Professional Fee Claims.
(a)	Final Fee Applications and Paymentof Professional Fee Claims.
---	---

All requests for payment of Professional Fee Claims for services rendered and reimbursement of expenses incurred prior to the Confirmation Date must be Filed no later than forty-five (45) days after the Effective Date. The Bankruptcy Court shall determine the Allowed amounts of such Professional Fee Claims after notice and a hearing in accordance with the procedures established by the Bankruptcy Court. The Reorganized Debtors shall pay Professional Fee Claims in Cash in the amount the Bankruptcy Court Allows, including from the Professional Fee Escrow Account, as soon as reasonably practicable after such Professional Fee Claims are Allowed, and which Allowed amount shall not be subject to disallowance, setoff, recoupment, subordination, recharacterization, or reduction of any kind, including pursuant to section 502(d) of the Bankruptcy Code. To the extent that funds held in the Professional Fee Escrow Account are insufficient to satisfy the amount of Professional Fee Claims owing to the Professionals, such Professionals shall have an Allowed Administrative Claim for any such deficiency, which shall be satisfied in accordance with Article II.A of the Plan.

(b)	Professional Fee Escrow Account.

On the Effective Date, the Reorganized Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals until all Professional Fee Claims Allowed by the Bankruptcy Court have been irrevocably paid in full pursuant to one or more Final Orders. Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors. The amount of Allowed Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Reorganized Debtors from the Professional Fee Escrow Account as soon as reasonably practicable after such Professional Fee Claims are Allowed; provided that the Debtors’ and the Reorganized Debtors’ obligations to pay Allowed Professional Fee Claims shall not be limited nor be deemed limited to funds held in the Professional Fee Escrow Account. When all such Allowed Professional Fee Claims have been paid in full, any remaining amount in the Professional Fee Escrow Account shall promptly be paid to the Reorganized Debtors without any further notice to or action, order, or approval of the Bankruptcy Court.

(c)	Professional Fee Amount.

Professionals shall reasonably estimate in good faith their unpaid Professional Fee Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Confirmation Date, and shall deliver such estimate to the Debtors no later than three (3) Business Days before the anticipated Effective Date; provided that such estimates shall not be deemed to limit the amount of the fees and expenses that are the subject of each Professional’s final request for payment of Filed Professional Fee Claims in the Chapter 11 Cases. If a Professional does not provide an estimate, the Debtors or the Reorganized Debtors may estimate the unpaid and unbilled fees and expenses of such Professional.

(d)	Post-Confirmation Fees and Expenses.

Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, the Debtors or the Reorganized Debtors 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. 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 the Reorganized Debtors, as applicable, may employ and pay any Professional without any further notice to or action, order, or approval of the Bankruptcy Court.

5.	Payment of Restructuring Expenses.

To the extent not otherwise paid, the Debtors or the Reorganized Debtors, as applicable, shall promptly pay in Cash in full outstanding and invoiced Restructuring Expenses as follows: (i) on the Effective Date, Restructuring Expenses incurred, or estimated to be incurred, during the period prior to the Effective Date to the extent invoiced to the Debtors at least five (5) Business Days in advance of the Effective Date, and (ii) after the Effective Date, any unpaid Restructuring Expenses within five (5) Business Days of receiving an invoice; provided that such Restructuring Expenses shall be paid in accordance with the terms of any applicable engagement letters or other contractual arrangements without the requirement for the filing of retention applications, fee applications, or any other applications in the Chapter 11 Cases, and without any requirement for further notice or Bankruptcy Court review or approval; provided further that, to the extent timely invoiced, Restructuring Expenses that are not paid by the Debtors or the Reorganized Debtors, as applicable, within the timeframes set forth in Article II.D of the Plan, such Restructuring Expenses shall not be deemed waived and shall be included in a subsequent invoice.

O.	Are any regulatory approvals required to consummate the Plan?

At this time, the Debtors are evaluating which, if any, regulatory approvals are required to consummate the Plan. To the extent any such regulatory approvals or other authorizations, consents, rulings, or documents are necessary to implement and effectuate the Plan, however, it is a condition precedent to the Effective Date that they be obtained.

P.	What happens to my recovery if the Plan is not confirmed or does not go effective?

In the event that the Plan is not confirmed or does not go effective, there is no assurance that the Debtors will be able to reorganize their business. It is possible that any alternative may provide Holders of Claims with less than they would have received pursuant to the Plan. For a more detailed description of the consequences of an extended Chapter 11 Case, or of a liquidation scenario, see Article IX.B of this Disclosure Statement, and the Liquidation Analysis attached hereto as Exhibit D.

Q.	If the Plan provides that I get a distribution, do I get it upon Confirmation or when the Plan goes effective,<br>and what is meant by “Confirmation,” “Effective Date,” and “Consummation?”

“Confirmation” of the Plan refers to approval of the Plan by the Bankruptcy Court. Confirmation of the Plan does not guarantee that you will receive the distribution indicated under the Plan. After Confirmation of the Plan by the Bankruptcy Court, there are conditions that must be satisfied or waived before the Plan can go effective. Initial distributions to Holders of Allowed Claims will only be made on the date the Plan becomes effective—the “Effective Date”—or as soon as reasonably practicable thereafter, as specified in the Plan. “Consummation” of the Plan refers to the occurrence of the Effective Date. SeeArticle VIII.D of this Disclosure Statement, entitled “Conditions Precedent to Confirmation and Consummation of the Plan,” for a discussion of conditions precedent to Confirmation and Consummation of the Plan.

R.	What are the sources of Cash and other consideration required to fund the Plan?

The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan and the Restructuring Transactions contemplated thereby with: (1) the Debtors’ Cash on hand as of the Effective Date; (2) the New Equity Interests; and (3) the loans under the Exit ABL Facility. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. The issuance, distribution, or authorization, as applicable, of certain Securities in connection with the Plan, including the New Equity Interests, will be exempt from registration under the Securities Act, as described more fully in Article IV.M of the Plan.

S.	Are there risks to owning the New Equity Interests upon the Debtors’ emergence from chapter 11?

Yes. See Article IX of this Disclosure Statement, entitled “Risk Factors,” for a discussion of such risks.

T.	Is there potential litigation related to the Plan?

Parties in interest may object to the approval of this Disclosure Statement and may object to Confirmation of the Plan, which objections potentially could give rise to litigation. See Article IX.C.7 of this Disclosure Statement, entitled “The Reorganized Debtors May Be Adversely Affected by Potential Litigation, Including Litigation Arising Out of the Chapter 11 Cases.”

In the event that it becomes necessary to confirm the Plan over the rejection of certain Classes, the Debtors may seek Confirmation of the Plan notwithstanding the dissent of such rejecting Classes. The Bankruptcy Court may confirm the Plan pursuant to the “cramdown” provisions of the Bankruptcy Code, which allow the Bankruptcy Court to confirm a plan that has been rejected by an Impaired Class if it determines that the Plan satisfies section 1129(b) of the Bankruptcy Code. See Article XI.G of this Disclosure Statement, entitled “Confirmation Without Acceptance by All Impaired Classes.”

U.	What is the Management Incentive Plan and how will it affect the distribution I receive under the<br>Plan?

Following the Effective Date, the New Board shall adopt the Management Incentive Plan, which will provide for the grants of equity and equity-based awards to employees, directors, consultants, and/or other service providers of the Reorganized Debtors, as determined at the discretion of the New Board. The Reorganized Debtors shall reserve a pool of up to 10.00% of fully-diluted New Equity Interests for the Management Incentive Plan. The awardees, terms, and conditions of the Management Incentive Plan shall be determined at the discretion of the New Board.

V.	Does the Plan preserve Causes of Action?

The Plan provides for the retention of Causes of Action that are not expressly waived, relinquished, exculpated, released, compromised, or settled.

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII of the Plan, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action of the Debtors, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ rights to commence, prosecute, or settle such retained Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date or any other provision of the Plan to the contrary, other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII of the Plan.

The Reorganized Debtors may pursue such retained Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No Entitymay rely on the absence of a specific reference in the RSA, the Plan, the Plan Supplement, or this Disclosure Statement to any Cause ofAction against it as any indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any and all availableretained Causes of Action against it. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all retainedCauses of Action against any Entity, except as otherwise expressly provided in the Plan. The Reorganized Debtors may settle any such retained Cause of Action without further notice to or action, order, or approval of the Bankruptcy Court. Unless any retained Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Bankruptcy Court order, the Reorganized Debtors expressly reserve all retained Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such retained Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.

The Reorganized Debtors reserve and shall retain such Causes of Action notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any retained Causes of Action that a Debtor may hold against any Entity shall vest in the corresponding Reorganized Debtor, except as otherwise expressly provided in the Plan, including Article VIII of the Plan, or pursuant to Bankruptcy Court order. The Reorganized Debtors, through their authorized agents or representatives, shall retain and may exclusively enforce any and all such retained Causes of Action. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such retained Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.

W.	Will there be releases, exculpation, and injunction granted to parties in interest as part of the Plan?

Yes, the Plan proposes to release the Released Parties and to exculpate the Exculpated Parties. The Debtor Release, Third-Party Release, exculpation, and injunction provisions included in the Plan are an integral part of the Debtors’ overall restructuring efforts and were an essential element of the negotiations among the Debtors and the parties to the RSA in obtaining their support for the Restructuring Transactions.

The Released Parties and the Exculpated Parties have made or are expected to make substantial and valuable contributions to the Debtors’ restructuring through efforts to negotiate and implement the Plan, which will maximize and preserve the going-concern value of the Debtors for the benefit of all parties in interest. Accordingly, each of the Released Parties and the Exculpated Parties warrants the benefit of the release and exculpation provisions.

The Releasing Parties are collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Lenders; (d) the Agents (including the DIP Agent); (e) the Senior Secured Notes Trustee; (f) the members of the Ad Hoc Group; (g) the Consenting Stakeholders; (h) Holders of Prepetition ABL Claims; (i) the Exit ABL Facility Lenders; (j) Holders of Claims or Interests who vote to accept the Plan or are presumed to accept the Plan and do not affirmatively opt out of the releases set forth in the Plan; (k) Holders of Claims or Interests who abstain from voting on the Plan and who do not affirmatively opt out of the releases set forth in the Plan; (l) Holders of Claims or Interests who vote to reject the Plan or are deemed to reject the Plan but do not affirmatively opt out of the releases set forth in the Plan; (m) each current and former Affiliate of each Entity in clause (a) through the following clause (n); and (n) each Related Party of each Entity in clause (a) through clause (n); provided that, in each case, an Entity shall not be a Releasing Party if it: (i) affirmatively opts out of the releases in the Plan; or (ii) timely objects to the releases in the Plan and such objection is not resolved before the Combined Hearing.

The Released Parties are collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Lenders; (d) the Agents (including the DIP Agent); (e) the Senior Secured Notes Trustee; (f) the members of the Ad Hoc Group; (g) the Consenting Stakeholders; (h) Holders of Prepetition ABL Claims; (i) the Exit ABL Facility Lenders; (j) Holders of Claims or Interests who vote to accept the Plan or are presumed to accept the Plan and do not affirmatively opt out of the releases set forth in the Plan; (k) Holders of Claims or Interests who abstain from voting on the Plan and who do not affirmatively opt out of the releases set forth in the Plan; (l) Holders of Claims or Interests who vote to reject the Plan or are deemed to reject the Plan but do not affirmatively opt out of the releases set forth in the Plan; (m) each current and former Affiliate of each Entity in clause (a) through the following clause (n); and (n) each Related Party of each Entity in clause (a) through clause (n); provided that, in each case, an Entity shall not be a Released Party if it: (i) affirmatively opts out of the releases in the Plan; or (ii) timely objects to the releases in the Plan and such objection is not resolved before the Combined Hearing.

The Debtor Release is a release of the Debtors’ claims against third parties. By contrast, the Third-Party Release is a release of direct claims a Holder of a Claim or Interest has against the Debtors and third parties unless a Holder of such Claim or Interest affirmatively elects to opt out of the Third-Party Release. You may choose to opt out of the Third-Party Release. If you opt out of the Third-Party Release, you will not receive a release pursuant to the Plan.

Based on the foregoing, the Debtors believe that the releases, exculpation, and injunction provisions in the Plan are necessary and appropriate and meet the requisite legal standard promulgated by the United States Court of Appeals for the Fifth Circuit. Moreover, the Debtors will present evidence at the Combined Hearing to demonstrate the basis for and propriety of the release and exculpation provisions. The release, exculpation, and injunction provisions that are contained in the Plan are copied in pertinent part below.

1.	Discharge of Claims and Terminationof Interests.

Pursuant to section 1141(d) of the Bankruptcy Code and except as otherwise specifically provided in the Plan, the Confirmation Order, or in any contract, instrument, or other agreement or document created pursuant to the Plan or the Plan Supplement, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany Claims that the Reorganized Debtors resolve or compromise after the Effective Date), Interests, and Causes of Action of any nature whether known or unknown, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services that employees of the Debtors have performed prior to the Effective Date, and that arise from a termination of employment, any contingent or noncontingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not (a) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (c) the Holder of such a Claim or Interest has accepted the Plan. Any default or “event of default” by the Debtors with respect to any Claim or Interest that existed immediately prior to or on account of the filing of the Chapter 11 Cases shall be deemed cured (and no longer continuing) as of the Effective Date. Without prejudice to the distributions, rights, and treatment that are provided by the Plan, the Confirmation Order shall be a judicial determination of the discharge of all Claims (other than any Reinstated Claims) and Interests subject to the occurrence of the Effective Date, and, upon the Effective Date, all Holders of such Claims and Interests shall be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting any such Claim or Interest against the Debtors, Reorganized Debtors, or any of their assets or property.

2.	Release of Liens.

Except as otherwise providedin the Exit ABL Facility Documents, the Plan, the Confirmation Order, or any contract, instrument, release, or other agreement or documentcreated 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, exceptfor Other Secured Claims that the Debtors elect to Reinstate in accordance with the Plan, all mortgages, deeds of trust, Liens, pledges,or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, benefit,title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert and, asapplicable, be reassigned, surrendered, reconveyed, or retransferred to the Reorganized Debtors and their successors and assigns. AnyHolder of such Secured Claim (and the applicable agents for such Holder) shall be authorized and directed, at the sole cost and expenseof the Reorganized Debtors, to release any collateral or other property of any Debtor (including any Cash Collateral and possessory collateral)held by such Holder (and the applicable agents for such Holder, including the Agents/Trustees) and to take such actions as may be reasonablyrequested by the Reorganized Debtors to evidence the release of such Lien, including the execution, delivery, and filing or recordingof such releases. The presentation or filing of the Confirmation Order to or with any federal, state, provincial, or local agency or departmentshall constitute good and sufficient evidence of, but shall not be required to effect, the termination of such Liens.

To the extent that anyHolder of a Secured Claim that has been satisfied or discharged in full pursuant to the Plan, or any agent for such Holder, has filedor recorded publicly any Liens and/or security interests to secure such Holder’s Secured Claim, then as soon as practicable on orafter the Effective Date, such Holder (or the agent for such Holder) shall take any and all steps reasonably requested by the Debtorsor the Reorganized Debtors, that are necessary or desirable to record or effectuate the cancellation and/or extinguishment of such Liensand/or security interests, including the making of any applicable filings or recordings, and the Reorganized Debtors shall be entitledto make any such filings or recordings on such Holder’s behalf.

3.	Releases by the Debtors.

Except as otherwise providedin the Plan or the Confirmation Order to the contrary, pursuant to section 1123(b) of the Bankruptcy Code, in exchange for good andvaluable consideration, including the obligations of the Debtors under the Plan and the contributions and services of the Released Partiesin facilitating the implementation of the restructuring contemplated by the Plan, the adequacy of which is hereby confirmed, on and afterthe Effective Date, each Released Party is, and is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably, and foreverreleased and discharged by the Debtors, their Estates, the Reorganized Debtors, and any Person seeking to exercise the rights of the Debtorsor their Estates, including any successors to the Debtors or any Estates or any Estate representatives appointed or selected pursuantto section 1123(b)(3) of the Bankruptcy Code, in each case on behalf of themselves and their respective successors, assigns, andrepresentatives, and any and all other Entities who may purport to assert any Claim or Cause of Action, directly or derivatively, by,through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action whatsoever, including any Avoidance Actionsand any derivative Claims, asserted or assertable on behalf of any of the Debtors, Reorganized Debtors, and their Estates, whether liquidatedor unliquidated, known or unknown, foreseen or unforeseen, matured or unmatured, asserted or unasserted, accrued or unaccrued, existingor hereafter arising, contingent or noncontingent, in Law, equity, contract, tort or otherwise, that the Debtors, their Estates, or theReorganized Debtors, including any successors to the Debtors or any Estate representatives appointed or selected, would have been legallyentitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interestin, a Debtor, the Reorganized Debtors, their Estates, or other Entity, or that any Holder of any Claim against, or Interest in, a Debtoror other Entity could have asserted on behalf of the Debtors or other Entity, based on or relating to, or in any manner arising from,in whole or in part, the Debtors (including the Debtors’ capital structure, management, ownership, or operation thereof), the purchase,sale, or recission of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events givingrise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements or interaction between or among anyDebtor and any Released Party, the ownership and/or operation of the Debtors by any Released Party or the distribution of any Cash orother property of the Debtors to any Released Party, the assertion or enforcement of rights and remedies against the Debtors, the Debtors’in- or out-of-court restructuring efforts, any Avoidance Actions, any related adversary proceedings, intercompany transactions betweenor among a Debtor and another Debtor or an Affiliate of a Debtor, the decision to File the Chapter 11 Cases, the formulation, documentation,preparation, dissemination, solicitation, negotiation, entry into or filing of the RSA, the DIP Documents, the DIP Facility, theNew Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, this Disclosure Statement,the Plan (including, for the avoidance of doubt, the Plan Supplement), before or during the Chapter 11 Cases, any other Definitive Documentor any Restructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinionrequested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or thereliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) created or entered into in connectionwith the RSA, the DIP Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management IncentivePlan, this Disclosure Statement, the Plan, any other Definitive Document, or any Restructuring Transactions before or during the Chapter11 Cases, the filing of the Chapter 11 Cases, this Disclosure Statement or the Plan, the solicitation of votes with respect to the Plan,the pursuit of Confirmation, the pursuit of Consummation of the Restructuring Transactions, the administration and implementation of thePlan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement,event, or other occurrence taking place on or before the Effective Date relating to any of the foregoing.

Notwithstanding anythingto the contrary in the foregoing, the releases set forth above do not release (a) any Causes of Action identified in the Scheduleof Retained Causes of Action, (b) any post-Effective Date obligations of any party or Entity under the Plan, the Confirmation Order,any Restructuring Transaction, or any document, instrument, or Agreement (including any Definitive Document, the Exit ABL Facility,the Exit ABL Facility Documents, the New Organizational Documents, and other documents set forth in the Plan Supplement) executed to implementthe Plan or any Claim or obligation arising under the Plan, or (c) any Released Party from any claim or Cause of Action arising from anact or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence.

Entry of the ConfirmationOrder shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includesby reference each of the related provisions and definitions contained in the Plan, and further, shall constitute the Bankruptcy Court’sfinding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by each of the Released Parties,including, without limitation, the Released Parties’ substantial contributions to facilitating the Restructuring Transactions andimplementing the Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c) in the best interestsof the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made after due noticeand opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estates asserting anyClaim or Cause of Action released pursuant to the Debtor Release.

4.	Releases by the Releasing Parties.

Except as otherwise providedin the Plan or the Confirmation Order to the contrary, on and after the Effective Date, in exchange for good and valuable consideration,including the obligations of the Debtors under the Plan and the contributions and services of the Released Parties in facilitating theimplementation of the restructuring contemplated by the Plan, the adequacy of which is hereby confirmed, pursuant to section 1123(b) ofthe Bankruptcy Code, in each case except for Claims arising under, or preserved by, the Plan, to the fullest extent permitted under applicablelaw, each Released Party is, and is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably and forever, releasedand discharged by each and every Releasing Party, in each case on behalf of themselves and their respective successors, assigns, and representatives,and any and all other Entities who may purport to assert any Claims or Cause of Action, directly or derivatively, by, through, for, orbecause of the foregoing Entities, from any and all Claims and Causes of Action arising at any time prior to the Effective Date, includingany Avoidance Actions and any derivative claims assert, whether liquidated or unliquidated, known or unknown, foreseen or unforeseen,matured or unmatured, existing on or before the Effective Date, contingent or noncontingent, in law, equity, contract, tort, or otherwise,including any derivative Claims asserted or assertable on behalf of any of the Debtors, that such Entities would have been legally entitledto assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, aDebtor, the Reorganized Debtors, or their Estates or other Entity, based on or relating to, or in any manner arising from, in whole orin part, the Debtors, the Reorganized Debtors, and their Estates (including the capital structure, management, ownership, or operationthereof), the Chapter 11 Cases, the purchase, sale, or recission of any Security of the Debtors or the Reorganized Debtors, the subjectmatter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractualarrangements or interaction between or among any Debtor and any Released Party, the assertion or enforcement of rights and remedies againstthe Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions between or among a Debtor and anotherDebtor or Affiliate of a Debtor, the decision to File the Chapter 11 Cases, the formulation, documentation, preparation, dissemination,solicitation, negotiation, entry into, or filing of the RSA, the DIP Facility, the DIP Documents, the New Equity Interests, the Exit ABLFacility, the Exit ABL Facility Documents, the Management Incentive Plan, this Disclosure Statement, the Plan (including, for theavoidance of doubt, the Plan Supplement), before or during the Chapter 11 Cases, any other Definitive Document or any Restructuring Transaction,contract, instrument, release, or other agreement or document (including providing any legal opinion requested by any Entity regardingany transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party onthe Plan or the Confirmation Order in lieu of such legal opinion) relating to any of the foregoing, created or entered into in connectionwith the RSA, the DIP Facility, the DIP Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, theManagement Incentive Plan, this Disclosure Statement, the Plan, or the Plan Supplement, before or during the Chapter 11 Cases, or anyRestructuring Transactions, any preference, fraudulent transfer, or other avoidance claim arising pursuant to chapter 5 of the BankruptcyCode or other applicable Law, the filing of the Chapter 11 Cases, this Disclosure Statement, or the Plan, the solicitation of voteswith respect to the Plan, the pursuit of Confirmation, the pursuit of Consummation of the Restructuring Transactions, the administrationand implementation of the Plan and the Restructuring Transactions, including the issuance or distribution of Securities pursuant to theRestructuring Transactions and/or Plan, or the distribution of property under the Plan or any other related agreement, or upon any otheract or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to any of the foregoing.

Notwithstanding anythingto the contrary in the foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of any partyor Entity under the Plan, the Confirmation Order, any Restructuring Transaction, or any document, instrument, or agreement (includingany Definitive Document, the Exit ABL Facility Documents, the New Organizational Documents, and other documents set forth in the PlanSupplement) executed to implement the Plan or any Claim or obligation arising under the Plan, or (b) any Released Party from anyclaim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud, willfulmisconduct, or gross negligence.

Entry of the ConfirmationOrder shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includesby reference each of the related provisions and definitions contained in the Plan, and, further, shall constitute the Bankruptcy Court’sfinding that the Third-Party Release is: (a) consensual; (b) essential to the Confirmation of the Plan; (c) given in exchange for thegood and valuable consideration provided by each of the Released Parties, including, without limitation, the Released Parties’ substantialcontributions to facilitating the Restructuring Transactions and implementing the Plan; (d) a good faith settlement and compromise ofthe Claims released by the Third-Party Release; (e) in the best interests of the Debtors and their Estates; (f) fair, equitable,and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties assertingany Claim or Cause of Action released pursuant to the Third-Party Release.

5.	Exculpation.

Notwithstanding anythingcontained in the Plan to the contrary, to the fullest extent permissible under applicable law and without affecting or limiting eitherthe Debtor Release or Third-Party Release, effective as of the Effective Date, no Exculpated Party shall have or incur liability or obligationfor, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any Claim arising from the Petition Datethrough the Effective Date related to any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, theformulation, preparation, dissemination, negotiation, filing, or termination of the RSA and related prepetition transactions, the DIPFacility, the DIP Documents, the Definitive Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents,the Management Incentive Plan, this Disclosure Statement, the Plan, the Plan Supplement, the Restructuring Transactions, the DIP Facility,the DIP Documents, or any wind down transaction, contract, instrument, release, or other agreement or document (including providing anylegal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by thePlan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) in connection with theRSA and related prepetition transactions, the DIP Facility, the DIP Documents, the Definitive Documents, the New Equity Interests,the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, this Disclosure Statement, the Plan, the Plan Supplement,the Restructuring Transactions, any preference, fraudulent transfer, or other avoidance Claim arising pursuant to chapter 5 of the BankruptcyCode or other applicable law, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation of theRestructuring Transactions, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuantto the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission,transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except for Claims related to any actor omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actual fraud, willful misconduct,or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect totheir duties and responsibilities pursuant to the Plan.

6.	Injunction.

Except as otherwise expresslyprovided in the Plan or in the Confirmation Order, or for obligations or distributions issued or required to be paid pursuant to the Planor the Confirmation Order, all Entities who have held, hold, or may hold Claims, Interests, or Causes of Action that have been extinguished,released, discharged, or are subject to exculpation, are permanently enjoined, from and after the Effective Date, from taking any of thefollowing actions against, as applicable, the Debtors, the Reorganized Debtors, the Exculpated Parties, or the Released Parties: (a) commencingor continuing in any manner any action, suit, or other proceeding of any kind on account of or in connection with or with respect to anysuch released Claims, Interests, or Causes of Action; (b) enforcing, attaching, collecting, or recovering by any manner or meansany judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims, Interests,liabilities, or Causes of Action; (c) creating, perfecting, or enforcing any Lien or encumbrance of any kind against such Entities orthe property or the Estates of such Entities on account of or in connection with or with respect to any such Claims, Interests, liabilities,or Causes of Action; (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entitiesor against the property or the Estates of such Entities on account of or in connection with or with respect to any such Claims or Interests,unless such Holder has timely Filed a motion with the Bankruptcy Court expressly requesting the right to perform such setoff, subrogationor recoupment on or before the Effective Date, and notwithstanding an indication of a Claim, Interest, or Cause of Action or otherwisethat such Holder asserts, has, or intends to preserve any right of setoff pursuant to applicable Law or otherwise; and (e) commencingor continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any suchClaims, Interests, liabilities, or Causes of Action released or settled pursuant to the Plan.

Upon entry of the ConfirmationOrder, all Holders of Claims and Interests and their respective current and former employees, agents, officers, directors, managers, principals,and direct and indirect Affiliates, in their capacities as such, shall be enjoined from taking any actions to interfere with the implementationor Consummation of the Plan. Each Holder of an Allowed Claim or Allowed Interest, as applicable, by accepting or being eligible to acceptdistributions under or Reinstatement of such Claim or Interest, as applicable, pursuant to the Plan (as may be amended, restated, supplemented,or otherwise modified from time to time), shall be deemed to have consented to the injunction provisions set forth in the Plan.

No Person or Entity maycommence or pursue a Claim or Cause of Action of any kind against the Debtors, the Reorganized Debtors, the Exculpated Parties, or theReleased Parties that relates to or is reasonably likely to relate to any act or omission in connection with, relating to, or arisingout of a Claim or Cause of Action, as applicable, subject to Article VIII.C, Article VIII.D, and Article VIII.E of thePlan, without the Bankruptcy Court (i) first determining, after notice and a hearing, that such Claim or Cause of Action represents acolorable Claim not released or subject to exculpation under the Plan, and (ii) specifically authorizing such Person or Entity tobring such Claim or Cause of Action, as applicable, against any such Debtor, Reorganized Debtor, Exculpated Party, or Released Party.The Bankruptcy Court will have sole and exclusive jurisdiction to adjudicate the underlying colorable Claim or Causes of Action.

For more detail, see Article VIII of the Plan, entitled “Settlement, Release, Injunction, and Related Provisions,” which is incorporated herein by reference.

X.	What Are the Consequences of Opting Out of the Releases Provided by the Plan?

If a Holder of a Claim or Interest opts out of the Third-Party Releases, such Holder will not be a “Releasing Party” and will preserve any direct Causes of Action that it may have against the Released Parties. Such Holder will also not be a “Released Party,” and the Reorganized Debtors and any third party that is a Releasing Party will preserve all Causes of Action against such Holder.

Upon the Effective Date, the Reorganized Debtors will be vested with authority to commence, litigate, and settle any and all retained Causes of Action. By opting out of providing the Third-Party Releases under the Plan, a Holder also forgoes the opportunity to receive the Debtor Release under the Plan. As a result, after the Effective Date, the Reorganized Debtors may pursue any Causes of Action held by the Debtors that are preserved under the Plan against a Holder that opts out of the Third-Party Releases.

Y.	Does the Bankruptcy Code protect against discriminatory treatment?

Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the United States Constitution, all Entities, including Governmental Units, shall not discriminate against the Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized Debtors, or another Entity with whom the Reorganized Debtors have been associated, solely because each Debtor has been a debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases.

Z.	Will the Company retain documents after any Effective Date?

On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with their standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors.

AA.	What is the effect of Reimbursement or Contribution?

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed and expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the Confirmation Date: (1) such Claim has been adjudicated as non-contingent or (2) the relevant Holder of a Claim has Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been entered prior to the Confirmation Date determining such Claim as no longer contingent.

BB.	What is the effect of the Plan on the Debtors’ capital structure?

Assuming that the Effective Date occurs and the Restructuring Transactions are successfully implemented, when the Debtors emerge from chapter 11 the Debtors’ funded indebtedness will be comprised solely of the $135 million Exit ABL Facility.^5^

CC.	What is the effect of the Plan on the Debtors’ ongoing business?

The Debtors are reorganizing under chapter 11 of the Bankruptcy Code. As a result, the occurrence of the Effective Date of the Plan means that the Debtors will not be liquidated or forced to go out of business. Following Confirmation, the Plan will be consummated on the Effective Date, which is the date that is the first Business Day after the Confirmation Date on which (a) no stay of the Confirmation Order is in effect; (b) all conditions precedent to the occurrence of the Effective Date set forth in Article IX.A of the Plan have been satisfied or waived in accordance with Article IX.B of the Plan; and (c) the Plan is declared effective by the Debtors. On or after the Effective Date, and unless otherwise provided in the Plan, the Reorganized Debtors may operate their business and, except as otherwise provided by the Plan, may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. Additionally, upon the Effective Date, all actions contemplated by the Plan will be deemed authorized and approved.

DD.	Will any party have significant influence over the corporate governance and operations of the Reorganized<br>Debtors?

As of the Effective Date, the term of the current members of the board of directors or other Governing Body of each of the Debtors shall expire, such current directors shall be deemed to have resigned, and all of the directors for the initial term of the New Board and the other Governing Bodies shall be appointed in accordance with the New Organizational Documents. The initial members of the New Board will be identified in the Plan Supplement, to the extent known and determined at the time of filing and shall be consistent with the New Organizational Documents; provided that the composition and identity of the New Board will be determined by the Required Consenting Noteholders in their sole discretion. Each such member and officer of the Reorganized Debtors shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents and other constituent documents of the Reorganized Debtors.

Assuming that the Effective Date occurs, Holders of Allowed Claims that receive distributions representing a substantial percentage of outstanding shares of the New Equity Interests may be in a position to influence matters requiring approval by the holders of New Equity Interests, including, among other things, the election of directors and the approval of a change of control of the Reorganized Debtors.

EE.	Do the Debtors recommend voting in favor of the Plan?

Yes. The Debtors believe that the Restructuring Transactions provide for a larger distribution to the Debtors’ stakeholders than would otherwise result from any other available alternative. The Debtors believe that the Plan, which contemplates a significant deleveraging of the Debtors’ balance sheet and will allow them to emerge from chapter 11 expeditiously, is in the best interest of all Holders of Claims or Interests, and that any other alternatives (to the extent they exist) fail to realize or recognize the value inherent under and pursuant to the Plan.

^5^	The Debtors’ prepetition capital structure is included in Article IV.D.

FF.	Who Supports the Plan?

The Plan is supportedby the Debtors and the Consenting Stakeholders that have executed the RSA, including the Consenting Noteholders and the Consenting PrepetitionABL Lenders.

IV.	CORPORATEHISTORY AND BUSINESS OPERATIONS.
A.	Corporate History.
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Nine’s corporate history is defined by organic growth, strong customer development, and, as with many other OFS companies, adapting to changing industry landscapes through strategic and well-timed acquisitions. This business model has resulted in an intentional and comprehensive slate of well completion services and products.

The Company was formed in 2013 through a merger of three energy service companies owned by SCF Partners, L.P. and its affiliates (collectively, “SCF Partners, L.P.”): Northern States Completions, Integrated Production Services (Canada), and CDK Perforating (US). Northern States Completions offered downhole completion tool solutions, whereas Integrated Production Services (Canada) and CDK Perforating (US) were targeted wireline businesses. Soon after the merger, the Company acquired Peak Pressure Control, which further expanded its portfolio into pressure control services.

From the start, an entrepreneurial management team with proven industry experience and innovative technological solutions guided the Company and orchestrated various strategic transactions. The Company expanded its offering into cementing operations in 2014 by acquiring Crest Pumping Technologies, a premier provider of downhole cementing services. The Company also bolstered its wireline business by acquiring Dak-Tana Wireline. The Company then acquired G8 Oil Tool—a completion tools business—in 2015 and consummated a merger with Beckman Production Services, Inc. (“Beckman”) in 2017. Although the Company ultimately divested from certain Beckman-related business segments in 2019, the Company’s merger with Beckman, another of SCF Partners, L.P.’s portfolio companies, expanded the Company’s operations into the coiled tubing segment. Each of these transactions had a hand in shaping Nine by adding scale, strategically expanding the geographic footprint of the Company, and broadening the Company’s completion technology and service offerings for customers.

In January 2018, after years of developing the Company into a diverse OFS enterprise, Nine Energy Service launched its initial public offering (the “IPO”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and Wells Fargo Securities, LLC acting as joint book-running managers and representatives of the underwriters. The IPO raised approximately $169.5 million in net proceeds, which allowed Nine Energy Service to commence operations as a public company, repay then-existing financing facilities, expand its customer relationships, and further expand its service offerings. Nine Energy Service began trading on the NYSE under the symbol “NINE.”

As it did prior to the IPO, Company leadership continued to hone Nine’s service offerings, including through the following transactions, which adjusted, optimized, and developed the Company’s suite of products and services:

October 1, 2018: acquisition of Frac Technology AS, a Norwegian private limited liability company that focuses on the development of downhole technology, which added the innovative BreakThru Casing Flotation Device to the Company’s technology portfolio;

October 25, 2018: acquisition of all the equity interests of Magnum Oil Tools International, LTD, and certain of its affiliates (collectively, “Magnum” and such transaction, the “Magnum Acquisition”), which augmented the Company’s completion tools segment by unlocking Magnum’s suite of proprietary downhole completions consumables products, including specialized components such as frac plugs, disk subs, and other bespoke parts; and

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·	August 30, 2019: divestiture of the Company’s production solutions segment via the sale<br>of its interests in its wholly owned subsidiary, Beckman Holding Production Services, LLC, which trimmed operations and provided<br>the Company with $17.1 million in cash.

Nine’s continued development has grown the Company to approximately 1,100 full-time individuals across the United States, Canada, and Norway, operating through four main business segments: (1) Completion Tools; (2) Cementing; (3) Coiled Tubing; and (4) Wireline, as described below.

B.	The Company’s Businessand Operations.

Onshore wells are complicated operations involving various stages, components, and technologies. The Company’s interrelated business segments are designed to meet the specialized and differentiated needs of the well establishment, most of which take place in the completion phase of the well.

1.	Cementing.

The Company’s Cementing business segment is built around sophisticated cement mixtures—commonly referred to in the industry as “slurries”—that contribute to well establishment and completion. Once a well is drilled into the ground (creating a “wellbore”), technicians typically insert metal casing along the wellbore pathway. A cement slurry is then pumped between the casing and the wellbore of the well to seal the metal casing in place and control fluid interaction between the wellbore and any collocated reservoirs.

The appropriate consistency and type of cement slurry is determined by the relevant geological conditions and well construction parameters, which are critical to a well’s production. Cement slurries require customized mixtures and are developed for a range of well depths, temperatures, pressures, and formation characteristics. As such, the Company develops and provides various cement slurries—and supporting materials and technologies—to ensure the highest quality sealing between the metal casing and wellbore and minimize environmental impact. The Company operates four laboratory facilities capable of designing and testing cement designs and cement additives. The facilities operate twenty-four hours a day and employ qualified technicians who design substances with appropriate thickening times, compressive strengths, and fluid loss controls. Nine’s Cementing teams have deep expertise in North America’s most active environments and deploy cutting-edge technology to customer operations.

The Company’s cementing business also involves delivery of cement mixtures to well sites, which is achieved through customized cementing units. To ensure that cement slurries are delivered downhole on schedule, Nine’s cutting-edge cement delivery vehicles are fully redundant. This means that every vehicle contains two of each critical mechanism (pumps, hydraulics) to mitigate downtime due to mechanical failures and eliminate the need for spending resources on additional cementing standby units.

The Company’s Cementing segment is its largest line of business by revenue, generating approximately $213 million (approximately 37% of the Company’s revenue) in the twelve months ending September 2025. From January 2018 to September 2025, the Company completed approximately 29,000 cementing jobs.

2.	Wireline Services.

Once the infrastructure of a well is established, well operators must use wire-controlled devices to deliver technology into the wellbore and conduct various activities, namely plug-and-perf completions. Though a variety of technologies and approaches exist, plug-and-perf operations generally involve using a wireline unit to deploy a perforating “gun” into oil and gas wells. The perforating gun delivers explosives into the wellbore that fracture the surrounding formation and unlock resources. Wireline systems can also be used for several other purposes, including to convey tools into wellbores for well completion, well intervention, or pipe recovery processes. Wireline systems are customized to a well’s particular characteristics and can involve different systems and technologies. The Wireline segment accounted for approximately 21% of the Company’s revenue in the twelve-month period ending September 2025.

3.	Coiled Tubing.

After a well is drilled, metal tubing in the form of continuous steel piping is inserted into a wellbore, allowing operators to deploy tools and fluids into the well. Coiled tubing is used for, among other things, drilling, removing obstructions and creating a path for operations through milling, and retrieving objects stuck or lost in the wellbore. This tubing is delivered to the well site on large spools of piping that can be tens of thousands of feet long and is deployed using specialized equipment. The Company’s sophisticated coiled tubing units also carry data acquisition and dissemination technology, which allows the customer to monitor job progress through a web interface. Nine’s “extended reach” coiled tubing units provide exceptional flexibility even in the most challenging downhole environments and can reach the end (or the “toe”) of horizontal wells with total measured depths of 27,000 feet and beyond. As with more common forms of metal tubing, coiled tubing comes in a variety of diameters to suit customer needs. From January 2018 to December 2024, the Company performed approximately 8,300 jobs and deployed more than 218 million feet of coiled tubing, with a success rate of over 99%. The Company’s Coiled Tubing segment generated approximately 18% of the Company’s revenue during the twelve-month period ending September 2025.

4.	Completion Tools.

Complementary to its service offerings, the Company has developed a suite of proprietary tools used throughout the well completion process. After a well is drilled, metal tubing is installed, and cement is poured, a well operator must take various steps to “complete” the well and start the flow of resources. The completion process is complex and varies from one well to the next, but it often involves separating the well into discrete segments or stages using “well plugs” (often called “frac plugs”) so that plug and perforation operations (commonly abbreviated as “plug-and-perf” operations) can commence. Plug-and-perf operations are sophisticated and multi-staged but generally involve the use of targeted explosive devices to fracture the geography and unlock oil and gas resources locked within the sediment. The Company supplies a variety of completion tools to assist with these processes, including composite, hybrid, and dissolvable frac plugs in several different sizes, and offers a selection of other completion tool products, such as liner hangers and accessories, fracture isolation packers, frac sleeves, and other specialized products unique to the world of onshore well development. The Completion Tools segment serves customers across the United States and Canada, and Nine’s management estimates that, in 2024, Nine held approximately 15-25% of the domestic plug market share. During the last twelve months ending September 2025, the Completion Tools segment accounted for approximately 24% of the Company’s total revenue.

5.	Research and Development.

The Company progresses various research and development undertakings to ensure that it offers the most efficient and cost-effective products in the oil and gas marketplace. The Company dedicates resources annually to develop new technologies and equipment and to evolve and improve existing proprietary tools, including through mergers and acquisitions, as needed. One example is the Company’s 2018 acquisition of Frac Technology AS, a Norwegian entity that owns the Breakthru Casing Flotation Device, discussed further herein, among other intellectual property.

The Company also tasks personnel with sourcing and commercializing new technologies through strategic partnerships. In connection with its research and development efforts, the Company has developed partnerships that provide it with exclusive rights to market and sell technology that is unavailable to any other service providers in certain designated regions, which allows the Company to sell technology directly to customers and order from the manufacturers on an as-needed basis (with no minimum volume requirements). Such partnerships provide the Company and its customers with access to unique technology from independent innovators and allow the Company to minimize its exposure to potential technology adoption and execution risks. The Company’s existing partnerships also mitigate cost exposure ordinarily associated with the need to develop and research all products internally.

C.	The Company’s PrepetitionCorporate Structure.

Nine Energy Service has eleven wholly owned subsidiary entities, nine of which are Debtors in the Chapter 11 Cases.^6^ The Company’s corporate structure includes entities incorporated in three countries—the United States, Canada, and Norway.

D.	The Company’s PrepetitionCapital Structure.

As of the Petition Date, the Debtors have approximately $388.0 million in total funded debt obligations. The relative amounts and priorities of each funded debt obligation are as follows:

Funded Debt	Maturity	Amount Outstanding (in millions)
Prepetition ABL Facility	November 2, 2027	$68.5^7^
Senior Secured Notes	February 1, 2028	$319.5^8^
Total Debt Obligations		$388.0
^6^	The Company has two wholly owned subsidiary entities in Norway which will not be Debtors in the Chapter<br>11 Cases.
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^7^	Includes approximately $1.7 million in letters of credit.
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^8^	Includes approximately $19.5 million in accrued interest.
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1.	Prepetition ABL Facility.

On May 1, 2025, Nine Energy Service and certain other Debtors entered into that certain Loan and Security Agreement (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Prepetition ABL Credit Agreement”), by and among White Oak Commercial Finance, LLC, as Agent (as defined therein) and lead arranger (the “Prepetition ABL Agent”), and the Prepetition ABL Lenders, as the lenders thereunder. The Prepetition ABL Credit Agreement allowed the Debtors to access up to $125 million in asset-based, revolving credit loans (the “Prepetition ABL Facility”), subject to borrowing base calculations as provided therein. The Prepetition ABL Facility and the Senior Secured Notes (as defined herein) are secured by crossing liens on the Debtors’ assets, as fully described in that certain Intercreditor Agreement, dated as of January 30, 2023, by and among, inter alios, the Prepetition ABL Agent, the Senior Secured Notes Trustee, and certain of the Debtors (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Crossing Liens Intercreditor Agreement”). The Prepetition ABL Facility is secured by a first-priority security interest in substantially all assets of Nine Energy Service and its U.S. and Canadian subsidiaries, subject to the first-priority liens granted in favor of the Senior Secured Noteholders in Notes Priority Collateral, which includes all Notes Collateral other than ABL Priority Collateral (each as defined in the Crossing Liens Intercreditor Agreement). ABL Priority Collateral includes, among other collateral and exclusions described in the Crossing Liens Intercreditor Agreement, all Accounts, Inventory, Controlled Accounts, Chattel Paper, Documents, Instruments, and all General Intangibles (other than equity interests in subsidiaries of the Debtors and intellectual property of the Debtors, which constitute Notes Priority Collateral) (the foregoing capitalized terms which are used herein but not defined have the meanings ascribed to thereto in the Crossing Liens Intercreditor Agreement or Prepetition ABL Credit Agreement, as applicable). The maturity date for the Prepetition ABL Facility is the earlier of (a) May 1, 2028, and (b) the date that 91 days prior to the maturity of the Senior Secured Notes. The Prepetition ABL Facility bears interest at a rate per annum ranging from SOFR + 4.00% to SOFR + 4.50%, based on the then applicable Fixed Charge Coverage Ratio (as defined in the Prepetition ABL Credit Agreement). As of the Petition Date, an aggregate amount of approximately $68.5 million is outstanding under the Prepetition ABL Facility. The Prepetition ABL Facility replaced the Company’s prior ABL facility, the 2018 ABL Credit Facility.^9^

2.	Senior Secured Notes.

On January 30, 2023, Nine Energy Service and certain other Debtors entered into that certain indenture (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Senior Secured Notes Indenture”), by and among: (a) Nine Energy Service, as issuer; (b) certain of its subsidiaries pursuant to the 2028 Senior Secured Notes Indenture, as guarantors; and (c) U.S. Bank Trust Company, National Association, as trustee, collateral agent, paying agent, and registrar (in such capacities, collectively, the “Senior Secured Notes Trustee”). The Senior Secured Notes Indenture provided for the issuance of $300 million aggregate principal amount of 13.000% Senior Secured Notes due 2028 (the “Senior Secured Notes” and the holders of the Senior Secured Notes, the “Senior Secured Noteholders”). The Senior Secured Notes are secured by a first-priority security interest in substantially all assets of Nine Energy Service and its U.S. subsidiaries, subject to the first-priority liens granted in favor of the Prepetition ABL Agent in ABL Priority Collateral (as defined in the Crossing Liens Intercreditor Agreement). As of the Petition Date, the Senior Secured Notes will mature on February 1, 2028, and accrue interest at a rate per annum equal to 13.000% cash payable on February 1 and August 1 of each year. As of the Petition Date, an aggregate amount of approximately $319.5 million is outstanding under the Senior Secured Notes.

^9^	On October 25, 2018, the Company entered into an asset-based loan provided by a syndicate of lenders (the<br>“2018 ABL Credit Facility”). On May 1, 2025, the Company entered into the Prepetition ABL Credit Agreement, fully repaid<br>borrowings outstanding under the 2018 ABL facility, and terminated it contemporaneously therewith.

3.	Letters of Credit.

The Company also maintains three letters of credit totaling approximately $2.7 million. One letter of credit secures the Company’s obligations to WEX, Inc., administrator of the Company’s fuel card program for employee travel between work sites (the “Wex LC”). The Company renews the Wex LC annually. The Wex LC is scheduled to automatically renew in June 2026. Separately, the Company is subject to two letters of credit in connection with certain ongoing litigation. On April 18, 2020, the Company was named a defendant in a patent infringement lawsuit involving its Breakthru Casing Flotation Device and, on January 18, 2022, received an adverse judgment in that matter. The Debtors posted a $775,000 supersedeas bond (the “Bond”) in connection with the litigation, which is secured by a letter of credit issued by JPMorgan Chase Bank, N.A., to Trisura Insurance Company, the insurance company that funded the bond on behalf of the Debtors. The posting of the Bond allowed the Company to appeal the adverse judgment. Wells Fargo has also issued a separate letter of credit (the “Wells Fargo LC”) which covers, among other things, supplemental damages, ongoing royalties, and interest ordered by the trial court judge in connection with the litigation. The total outstanding amount for the letters of credit securing the Bond and the Wells Fargo LC is approximately $2.44 million. The appeal remains pending.

4.	Nine Energy Service Equity.

Nine Energy Service is publicly traded, and shares of Nine Energy Service’s common stock, par value $0.01 per share (“Common Stock”), trade on the NYSE under the symbol “NINE.” The Company’s certificate of incorporation authorizes the Company’s board of directors to issue 120 million shares of Common Stock. As of the Petition Date, approximately 43,326,339 shares of Common Stock were outstanding.

On October 21, 2024, Nine Energy Service received notice from the NYSE that it no longer satisfied the NYSE continued listing standards because its average global market capitalization was less than $50 million over a consecutive 30 trading-day period and, at the same time, its last reported stockholders’ equity was less than $50 million. On April 30, 2025, Nine Energy Service received another notice from the NYSE that it no longer satisfied the NYSE continued listing standards because the average closing share price of its Common Stock was less than $1.00 over a consecutive 30 trading-day period. If Nine Energy Service does not regain compliance with the NYSE continued listing standards, the NYSE may initiate proceedings to delist its common stock. As of the Petition Date, Nine Energy Service is still not in compliance with the NYSE continued listing standards but continues to actively work towards compliance.

V.	EVENTSLEADING TO the CHAPTER 11 CASES.
A.	Prepetition Challenges.
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The Company is commencing the Chapter 11 Cases primarily to address two related prepetition challenges: first, the Company’s over-leveraged balance sheet, which has constrained liquidity and limited operational flexibility; and second, industry headwinds, which have tightened already slim margins.

1.	Ongoing Liquidity Constraints AmidstIndustry Headwinds.

Nine has consistently sought to stay abreast of technological advances to remain competitive in the OFS industry. To accomplish that goal, Nine has dedicated resources focused on research and development; at the same time, it has sought out ideal partnership and mergers opportunities. One major transaction occurred in 2018, when Nine acquired a company critical to its long-term outlook: Magnum Oil Tools International, LTD. At the time of the Magnum Acquisition, Magnum was a market-leading completions technology provider serving the global oil and gas industry. Magnum held a slate of valuable, proprietary well technologies, including key components for establishing and completing onshore wells. This suite of products made it an attractive target, presenting an opportunity for the Company to develop its Completion Tools segment and capture additional market share.

The Company financed the Magnum Acquisition with additional funded debt and, given market events since the acquisition, has faced difficulties servicing those debt obligations. Specifically, the Company issued $400 million in aggregate principal amount of 8.750% senior unsecured notes due 2023 (the “2023 Notes”) to fund the upfront cash purchase price of the Magnum Acquisition. The remaining proceeds of the 2023 Notes, together with cash on hand and borrowings under the 2018 ABL Credit Facility, were used to fully repay and terminate the Company’s then-existing credit facilities. While the Company has since refinanced the 2023 Notes through the Senior Secured Notes, the indebtedness issues originating from the Magnum Acquisition were never entirely resolved and continue to weigh on the Company’s balance sheet today.

Shortly after the Magnum Acquisition, a myriad of industry headwinds challenged the Company’s operations and amplified the effect of its over-leveraged balance sheet. Chief among such headwinds was the COVID-19 pandemic, which triggered a stark decline in demand for oil and other energy resources as international travel fell to record lows. Oil and gas market activity levels decreased by 50 percent during the COVID-19 period, causing pricing pressures that, in turn, decreased the Company’s revenue, quickly strained liquidity, and exacerbated the effects of the Company’s newly increased funded debt obligations.

The Company has faced additional industry-specific headwinds. Energy prices, for example, have remained stubbornly volatile. The Company’s profitability, like many oil and gas businesses, depends in large part on resource development activities and corresponding capital spending of oil and natural gas companies. When energy prices shift abruptly, it creates a challenging market environment for the Company and similarly situated businesses. Pricing trends in the last several years reflect this: the first quarter of 2021, for example, oil and natural gas prices began to rebound from the COVID-19 trough, steadily increasing throughout 2021 and remaining supportive into 2022. Oil prices reached a 13-year high in March 2022, primarily as a result of the conflict between Russia and Ukraine igniting fears of shortages. In late 2022, however, due to the rise in interest rates, economic uncertainty, and fears of recession, oil prices began to decline once again. The Company felt the effects of the market volatility but, through the efforts of its experienced management team and employees, avoided a disruptive restructuring process.

The oil and gas industry’s persistent volatility still created financial uncertainty for the Company and hindered its ability to meaningfully strategize for both short-term and long-term development. In light of these challenges, value derived from the Magnum Acquisition could not outpace the industry-wide challenges the Company experienced. At the same time, cash interest payments for the 2023 Notes came due twice each year, forcing the Company to consistently absorb material interest expenses and expend a considerable amount of its available liquidity.

Finally, worsening capital markets rendered the Company unable to lessen the negative effect of its debt through an out-of-court refinancing. As the maturity date for the 2023 Notes neared, the Company began exploring options to refinance its existing funded debt. Market conditions, however, limited the Company’s options and lenders demanded more expensive borrowing terms. As a result of the impending maturity for the 2023 Notes and the Company’s diminished liquidity position, the Company was forced to refinance the maturing unsecured 2023 Notes through a transaction that both added to the Company’s secured debt and increased the interest rate of the Company’s semiannual payments.

In January 2023, the Company (i) issued the Senior Secured Notes to fund the redemption of the 2023 Notes, and (ii) amended the 2018 ABL Credit Facility to, among other things, extend the maturity date thereof and facilitate the issuance of the Senior Secured Notes. While the Senior Secured Notes and amended 2018 ABL Credit Facility enhanced the Company’s liquidity position and provided the Company with additional runway to analyze and develop long-term solutions, they were expensive debt facilities that continued to burden the Company’s balance sheet.

The Company explored various options for reducing its leverage, including by further refinancing and replacing the 2018 ABL Credit Facility via the Prepetition ABL Facility on May 1, 2025; however, the industry and capital markets remain challenging. In 2024, natural gas price averages fell again, this time by over 60 percent compared to 2022 prices. Oil prices also continued to fall towards the end of 2024, and the imposition of additional tariffs in April 2025 led to increased costs for critical raw materials such as steel, aluminum, and other manufactured components, which created further headwinds for the energy industry. The combination of the Company’s recent 2023 and 2025 refinancing transactions, stubbornly high interest rates, and market activity demanding more strenuous terms have rendered a regular-way deleveraging transaction untenable. Meanwhile, oil prices and customer demand are both projected to remain stagnant in 2026, minimizing opportunity for additional organic liquidity. The result of these two distinct yet interrelated conditions means out-of-court deleveraging options are impracticable, forcing the Company to remain stagnant in an unpredictable market—an unworkable outcome.

2.	Limitations on Strategic Alternatives.

Alongside macroeconomic challenges and an overleveraged balance sheet, several other industry developments caused additional economic hardship. The most harmful of these is industry consolidation. Operational efficiencies in the oil and gas industry are often generated through strategic mergers and acquisitions. Oil and gas businesses, including service providers in the energy industry, commonly gain market leverage by increasing the scale of operations and, subsequently, attracting more investors and customers. These transactions evolve the energy industry landscape, and demand constant adaptation for companies in the industry to remain competitive.

As the Company struggled to keep up with its debt service, the oil and gas industry experienced significant consolidation and technological advancement, especially with respect to the Company’s customer base. This trend towards larger, centralized well development companies that utilize fewer, more technically complex wells limited the number of potential customers and mandates. For example, the number of rigs operating in the Haynesville basin declined by 30% between 2023 and 2024 alone. Many oil and gas companies, often in response to their own declining profit margins and continued market volatility, have successfully restructured to reduce their respective leverage profiles towards leaner, nimbler operations better suited to current market environments. The Company, by comparison, remains at a competitive disadvantage.

Additionally, investors and market participants began to view North American oil and gas production with increased skepticism, often assigning flat or otherwise less optimistic outlooks to pricing and production. This further contributed to a reduction in the establishment and deployment of oil rigs, which precipitated a reduction in the number of wells being developed. As a result, there were fewer opportunities to offer well completion services.

These factors have constrained the Company’s ability to out-grow or out-perform its balance sheet challenges. Nonetheless, the Company’s business, which requires little capital, is in a strong position to succeed if it can lighten its debt. The Company realized that, without an in-court transaction, revenue would continue to decline while funded debt obligations simultaneously drained any generated liquidity.

B.	Prepetition Initiatives and thePath Forward in Chapter 11.
1.	Engagement with Stakeholders.
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Against the backdrop of challenging market conditions and the high-interest rate environment, the Company determined that approaching its existing stakeholders for a much-needed deleveraging transaction was necessary to best position the Company for future growth. As a first step in that process, the Company sought external advice and assistance in October 2025, engaging Moelis & Company LLC (“Moelis”) as investment banker to explore strategic alternatives. The Company also turned to Kirkland & Ellis LLP (“Kirkland”) to help lead negotiations with the Company’s stakeholders and commence contingency preparations for a variety of potential transactions. As the Company continued to evaluate its options, it hired FTI Consulting, Inc. (“FTI”) as financial advisor.

After retaining Moelis and Kirkland, the Debtors contacted potential advisors to the Senior Secured Noteholders and asked them to aggregate a group of significant holders. A group of four Senior Secured Noteholders engaged the Ad Hoc Group Advisors in November 2025 and formed the Ad Hoc Group shortly thereafter. The Debtors, with the assistance of their advisors, began discussions with the Ad Hoc Group and other key stakeholders and continued evaluating paths forward.

Discussions progressed, and in late December the Company worked with Moelis and Kirkland to execute non-disclosure agreements with the members of the Ad Hoc Group. The Ad Hoc Group Advisors were also given access to a virtual data room so the Ad Hoc Group could diligence the Company’s business and potentially engage in strategic transaction negotiations, especially given the upcoming $19.5 million interest payment due February 1, 2026.

Over the course of December and January, the Company and the Ad Hoc Group traded multiple term sheets and made progress on transaction specifics. The Company and its advisors also held numerous diligence calls and satisfied the Ad Hoc Group Advisors’ diligence requests expeditiously. In parallel, the Company continued to communicate with the Prepetition ABL Lenders, who were aware of the Company’s liquidity situation and the fact that the Company was in discussions with the Ad Hoc Group. Negotiations remained productive as the Ad Hoc Group reviewed detailed diligence and came to understand the Debtors’ operations, liquidity needs, assets, and contractual relationships.

Ultimately, the Company, with the assistance of its advisors, determined that its best and only option was to deleverage its balance sheet through a chapter 11 process in advance of the impending interest payment on the Senior Secured Notes. Transaction details solidified, and the Company and the Prepetition ABL Lenders also engaged in arm’s-length negotiations on the terms of debtor-in-possession financing to provide a replacement asset-based loan facility that would roll into an exit asset-based loan facility, each to be provided by the Prepetition ABL Lenders. As described in more detail herein, the Debtors, with assistance of Moelis, also engaged in a third-party DIP financing marketing process. That process yielded two additional bids, but after negotiation on terms, it became clear that those bids were either not actionable or inferior to the DIP financing offered by the Prepetition ABL Lenders.

2.	Restructuring Support Agreement.

The Company’s negotiations with its key financial stakeholders culminated in execution of the RSA on February 1, 2026. The decision to enter into the RSA and commence the Chapter 11 Cases was based on months of strategic review and regular discussions amongst the Company’s board of directors (the “Board”). The Board determined, after extensive discussions with Moelis, Kirkland, and FTI, that the RSA and the Chapter 11 Cases represent the most value-maximizing path forward for the Company. To that end, the Board authorized entry into the RSA and commencement of the Chapter 11 Cases.

The Restructuring Transactions outlined in the RSA are supported by the Ad Hoc Group—i.e., Senior Secured Noteholders holding more than 70% of the Senior Secured Notes and the Prepetition ABL Lenders, both of which are signatories to the RSA. The Restructuring Transactions and the commitments for debtor-in-possession financing, which include $125 million in committed revolving credit availability (the “DIP Facility”), will support the Company’s operations during chapter 11 and ensure a smooth and timely exit from chapter 11.

The RSA contemplates the following:

·	the Prepetition ABL Lenders will provide a senior secured superpriority asset-based DIP Facility with<br>an aggregate principal commitment of $125 million on the terms set forth in the DIP Documents. The DIP Facility shall be used for<br>(i) working capital and corporate purposes of the Debtors, (ii) bankruptcy-related costs and expenses in respect of the Chapter 11<br>Cases, (iii) costs and expenses related to the DIP Facility, and (iv) refinancing all Obligations under the Prepetition ABL<br>Facility;
·	on the Effective Date, the DIP Facility shall convert into the Exit ABL Facility with an aggregate principal<br>commitment of $135 million and secured by a first lien security interest on substantially all assets of Reorganized Debtors;
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·	each Holder of an Allowed Prepetition ABL Claim shall be paid in full in cash to the extent not converted<br>into DIP Claims in accordance with the DIP Documents;
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·	each Holder of Senior Secured Notes Claim shall receive, in full and final satisfaction, settlement, release,<br>and discharge of, and in exchange for, its pro rata share of 100% of the New Equity Interests, which shall be distributed<br>ratably on account of the Allowed Senior Secured Notes Claims and subject to dilution by the Management Incentive Plan;
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·	General Unsecured Claims will be unimpaired; and
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·	on the Effective Date, the Nine Energy Equity Interests shall be cancelled, released, discharged, extinguished,<br>and of no further force or effect, and such holder shall not receive any distribution, property, or other value under the Plan on account<br>of such Nine Energy Equity Interests.
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The RSA contains the following milestones:

·	no later than 11:59 p.m. (prevailing Eastern Time) on February 1, 2026, the Debtors shall have<br>commenced solicitation of votes in favor of the Plan;
·	no later than 11:59 p.m. (prevailing Eastern Time) on February 1, 2026, the Debtors shall have commenced<br>the Chapter 11 Cases in the Bankruptcy Court;
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·	no later than one (1) day following the Petition Date, the Debtors shall have filed with the Bankruptcy<br>Court: (i) the First Day Pleadings; (ii) the Plan, the Disclosure Statement, the motion scheduling the Combined Hearing, and the Solicitation<br>Materials; and (iii) the DIP Motion (including the proposed Interim DIP Order);
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·	no later than three (3) Business Days following the Petition Date, subject to Bankruptcy Court availability,<br>the Bankruptcy Court shall have entered the Interim DIP Order;
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·	no later than 11:59 p.m. (prevailing Eastern Time) on March 16, 2026, subject to Bankruptcy Court availability,<br>the Bankruptcy Court shall have entered the Disclosure Statement Order, the Confirmation Order, and the Final DIP Order; and
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·	no later than 11:59 p.m. (prevailing Eastern Time) on March 31, 2026, the Plan Effective Date shall have<br>occurred.

To limit business interruption and maximize the Company’s ability to achieve its long-term operational and financial goals, it is critical that the Debtors move through the Chapter 11 Cases as efficiently as possible.

3.	Investigation.

In December 2025, the Company, at the direction of the Company’s independent director, Scott Schwinger (the “Independent Director”), engaged Kane Russell Coleman Logan PC (“Kane Russell”) as independent counsel to assist in, among other things, conducting an independent investigation (the “Investigation”) into any and all potential estate claims and causes of action, including as against related parties of the Company arising from the Company’s prepetition transactions.

To assist with the Investigation, the Independent Director instructed Kane Russell to conduct a thorough review of the Debtors’ books and records, transactions, and actions taken prior to the Petition Date. The Debtors provided the Independent Director with access to the Debtors’ documents and personnel, and Kane Russell conducted interviews of the Debtors’ current directors, officers, and employees. The Investigation concluded prior to the commencement of the Chapter 11 Cases. The Debtors intend to provide additional information regarding the Investigation and evidentiary support for the Plan’s various release and exculpation provisions prior to confirmation.

4.	The Proposed DIP Facility and Access to Cash Collateral.

The Company seeks approval of a $125 million senior secured superpriority asset-based financing facility composed of (i) postpetition access to all of the commitments under the Prepetition ABL Facility, (ii) a “roll-up” or refinancing of all prepetition ABL obligations upon entry of the Interim DIP Order, and (iii) a $5 million sublimit for the issuance of standby letters of credit. The Debtors will also have access to the cash collateral subject to a prepetition security interest in favor of the Prepetition ABL Lenders on a consensual basis, which is essential to the continued operation of the Debtors’ business. The DIP Facility is the best (and only) financing alternative available to the Debtors and the only financing the Debtors’ secured lenders will support. The DIP Facility also forms an integral component of the RSA. To confirm that no other party was willing to provide junior debtor-in-possession financing or debtor-in-possession financing otherwise on better terms, in the weeks preceding the Petition Date, the Company, with the assistance of Moelis, launched a targeted “market test” process to gauge third-party interest in providing debtor-in-possession financing. The Company contacted third parties that specialize in special situation direct lending to solicit interest in extending financing on the timeline and in the quantum required. In total, the Company contacted 25 parties and 15 executed confidentiality agreements. In response, the Debtors received two additional DIP proposals to refinance the prepetition ABL obligations, and the Debtors closely engaged those parties to gauge the potential for securing better terms for chapter 11 financing. Ultimately, no alternative third-party financing was offered on better terms than those proposed under the DIP Facility.

The DIP Facility is essential to the Debtors’ ability to continue operations and administer the Chapter 11 Cases and are an integral component of the transaction. The nature of the DIP Facility was driven by the need to keep access to the Debtors’ revolving credit facility, thereby allowing continued operation of the Debtors’ business in the ordinary course and the incremental cost of administering the Chapter 11 Cases.

The Debtors require immediate access to the additional liquidity provided through the DIP Facility. Based on the Debtors’ forecast, the Debtors anticipate that absent the funds available from the DIP Facility, they will hit a liquidity shortfall in the first week of the Chapter 11 Cases and, consequently, would face a value-destructive interruption to their business and lose support from key customers, stakeholders, and vendors on whom the Debtors’ business depends.

The commitments under the DIP Facility and RSA demonstrate that the Debtors have a path to exit on “day 1” of these cases with the support of the DIP Lenders and the other RSA parties and provide the Debtors with a clear message to all stakeholders that the Debtors will be able to continue providing services to their customers in the ordinary course. As discussed above, the timeline contemplated by the milestones contained in the RSA provide all parties with clear visibility into the timeline of these cases.

VI.	MATERIALDEVELOPMENTS AND ANTICIPATED EVENTS OF THE CHAPTER 11 CASES.
A.	First Day Relief.
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On the Petition Date, along with their voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the “Petitions”), the Debtors will file several motions (the “First Day Motions”) designed to facilitate the administration of the Chapter 11 Cases and minimize disruption to the Debtors’ operations, by, among other things, easing the strain on the Debtors’ relationships with employees, vendors, and customers following the commencement of the Chapter 11 Cases.

The First Day Motions, and all orders for relief entered in the Chapter 11 Cases, will be available free of charge upon written or other request to the Claims and Noticing Agent by: (a) emailing the Claims and Noticing Agent at NineEnergy@epiqglobal.com with a reference to “In re: Nine – Creditor Inquiry” in the subject line; (b) visiting the Debtors’ restructuring website at https://dm.epiq11.com/NineEnergy; or (c) calling the Claims and Noticing Agent toll-free at (877) 269-3874 or +1 (971) 257-1895 (international). You may also obtain copies of any pleadings filed in the Chapter 11 Cases via PACER at https://www.pacer.gov (for a fee) upon filing.

B.	Proposed Confirmation Schedule.

Under the RSA, the Debtors agreed to certain case milestones to ensure an orderly and timely implementation of the Restructuring Transactions. It is imperative that the Debtors proceed swiftly to Confirmation of the Plan and emergence from the Chapter 11 Cases to mitigate uncertainty among employees, customers, and vendors, minimize disruptions to the Company’s business, and curtail professional fees and administrative costs. Expeditious Confirmation of the Plan and Consummation of the Restructuring Transactions is in the best interests of the Debtors, their Estates, and their stakeholders.

Pursuant to the agreed upon milestones, the Debtors must obtain Confirmation of the Plan within thirty-one (31) calendar days of the Petition Date. Accordingly, the Debtors have proposed the following key case dates, subject to Court approval and availability:

Event	Date/Timing
Voting Record Date	January 30, 2026
Solicitation Launch Date	February 1, 2026
Petition Date	February 1, 2026
Initial Plan Supplement Deadline	February 23, 2026, at 4:00 p.m., prevailing Central Time
Voting Deadline	March 2, 2026, at 11:59 p.m., prevailing Central Time
Opt-Out Deadline	March 2, 2026, at 11:59 p.m., prevailing Central Time
Objection Deadline	March 2, 2026, at 11:59 p.m., prevailing Central Time
Disclosure Statement Reply Deadline	March 3, 2026, at 4:00 p.m., prevailing Central Time
Combined Hearing	March 4, 2026, or such other date as the Court may direct
Emergence / Effective Date	March 5, 2026, or as soon as practicable thereafter
VII.	THEDEBTORS’ PLAN.
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The Plan contemplates the following key terms, among others described herein and therein:

A.	General Settlement of Claims and Interests.

As discussed in detail herein and as otherwise provided in the Plan, pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims, Interests, and controversies released, settled, compromised, discharged, satisfied, or otherwise resolved pursuant to the Plan. The Plan shall be deemed a motion to approve the good faith compromise and settlement of all such Claims, Interests, and controversies by and among the Debtors, the Consenting Noteholders, the DIP Lenders, and each of the Agents/Trustees pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that such settlement and compromise is fair, equitable, reasonable and in the best interests of the Debtors, their Estates, and Holders of Claims against and Interests in the Debtors. Subject to Article VI of the Plan, all distributions made to Holders of Allowed Claims in any Class are intended to be, and shall be, final.

B.	Restructuring Transactions.

On or before the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or the Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions, including by issuing all securities, notes, instruments, and other documents required to effectuate the Restructuring Transactions. The Debtors or the Reorganized Debtors, as applicable, are authorized in all respects to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of the Plan and the Restructuring Steps Plan, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan, the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3) the execution, delivery, and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state Law, including any applicable New Organizational Documents; (4) the issuance and distribution of the New Equity Interests; (5) the consummation of the Exit ABL Facility, including the execution, delivery, and filing of all Exit ABL Facility Documents; (6) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Restructuring Steps Plan; (7) the reservation of New Equity Interests on account of the Management Incentive Plan; (8) if applicable, all transactions necessary to provide for the purchase of substantially all of the assets or Interests of any of the Debtors by one or more Entities to be wholly owned by the Reorganized Debtors, which purchase, if applicable, may be structured as a taxable transaction for United States federal income tax purposes; and (9) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law in connection with the Plan.

The Confirmation Order shall, and shall be deemed to, pursuant to both sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all of the foregoing actions and all actions as may be necessary or appropriate to effectuate any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan and the Restructuring Transactions therein, including any and all actions required to be taken under applicable non-bankruptcy Law. On the Effective Date, or as soon as reasonably practicable thereafter, the Reorganized Debtors, as applicable, shall issue all Securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring Transactions.

C.	Reorganized Debtors.

On the Effective Date, the New Board shall be established and each Reorganized Debtor shall adopt its New Organizational Documents. The Reorganized Debtors shall be authorized to adopt any other agreements, documents, and instruments and to take any other actions contemplated under the Plan as necessary to consummate the Plan. Cash payments to be made pursuant to the Plan will be made by the Debtors or the Reorganized Debtors, as applicable. The Debtors and Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Debtors or the Reorganized Debtors, as applicable, to satisfy their obligations under the Plan. Except as set forth in the Plan or as otherwise provided for in the Restructuring Steps Plan, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Plan.

D.	Sources of Consideration forPlan Distributions.

1.	Use of Cash.

The Debtors or Reorganized Debtors, as applicable, shall use Cash on hand to fund distributions to Holders of Allowed Claims, consistent with the terms of the Plan.

2.	New Equity Interests.

Reorganized Nine Energy, as applicable, shall be authorized to issue the New Equity Interests pursuant to the New Organizational Documents. The issuance of the New Equity Interests, including equity awards reserved for the Management Incentive Plan, shall be authorized without the need for any further corporate action or without any further action by the Debtors or Reorganized Debtors. On the Effective Date, the New Equity Interests shall be issued and distributed as provided for in the Restructuring Steps Plan (as applicable) pursuant to, and in accordance with, the Plan.

All of the shares (or comparable units) of New Equity Interests issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of New Equity Interests shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, including the New Organizational Documents, which terms and conditions shall bind each Entity receiving such distribution or issuance. Any Entity’s acceptance of New Equity Interests shall be deemed as its agreement to the New Organizational Documents, as the same may be amended or modified from time to time following the Effective Date in accordance with their terms.

The issuance of New Equity Interests will be exempt from registration under the Securities Act and under similar federal, state, local, or foreign laws, including in reliance on the exemption set forth in section 1145 of the Bankruptcy Code. Following the Chapter 11 Cases, Reorganized Nine Energy shall remain a public company (i.e., subject to SEC reporting requirements of section 12(b) or 12(g) of the Securities Exchange Act of 1934), and on the Effective Date (or as soon as reasonably practicable thereafter), Reorganized Nine Energy’s New Equity Interests shall be publicly traded on the NYSE Main Board or NYSE American Exchange of the New York Stock Exchange LLC or on the Nasdaq Global Select Market, Nasdaq Global Market, or Nasdaq Capital Market of the Nasdaq Stock Market LLC (or any successors to any of the foregoing) with the consent of the Required Consenting Noteholders. Additional information relating to the applicability of the securities law is available in Article IV.L of the Plan.

3.	Exit ABL Facility.

On the Effective Date, the Reorganized Debtors shall enter into the Exit ABL Facility, pursuant to the Exit ABL Facility Documents. Confirmation of the Plan shall constitute (a) approval of the Exit ABL Facility and the Exit ABL Facility Documents; and (b) authorization for the Debtors and the Reorganized Debtors, as applicable, to take any and all actions necessary or appropriate to consummate the Exit ABL Facility, including executing and delivering the Exit ABL Facility Documents, in each case, without any further notice to or order of the Bankruptcy Court. On the Effective Date, the Exit ABL Facility shall be issued and distributed as provided for in the Restructuring Steps Plan (as applicable) pursuant to, and in accordance with, the Plan.

As of the Effective Date, all of the Liens and security interests to be granted by the Debtors or Reorganized Debtors, as applicable in accordance with the Exit ABL Facility Documents: (a) shall be deemed to be granted; (b) shall be legal, valid, binding, automatically perfected, non-avoidable, first-priority and enforceable Liens on, and security interests in, the applicable collateral specified in the Exit ABL Facility Documents; and (c) shall not be subject to avoidance, recharacterization, or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers, fraudulent transfers, or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy Law. To the extent provided in the Exit ABL Facility Documents, the Exit ABL Facility Agent is authorized to file with the appropriate authorities mortgages, financing statements and other documents, and to take any other action in order to evidence, validate, and perfect such Liens or security interests. The priorities of such Liens and security interests shall be as set forth in the Exit ABL Facility Documents. The Exit ABL Facility Agent shall be authorized to make all filings and recordings necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, federal, or other law that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. The guarantees granted under the Exit ABL Facility Documents have been granted in good faith, for legitimate business purposes, and for reasonably equivalent value as an inducement to the lenders thereunder to extend credit thereunder and shall be deemed to not constitute a fraudulent conveyance or fraudulent transfer and shall not otherwise be subject to avoidance, recharacterization, or subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy Law.

E.	Corporate Existence.

Except as otherwise provided in the Plan, the Confirmation Order, the Restructuring Steps Plan, the New Organizational Documents, or any agreement, instrument, or other document incorporated therein, each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable Law in the jurisdiction in which such Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other formation documents) in effect prior to the Effective Date, except to the extent such certificate of incorporation and by-laws (or other formation documents) are amended under the Plan or otherwise, and to the extent such documents are amended in accordance therewith, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings, approvals, or consents required under applicable state, provincial, or federal Law). After the Effective Date, the respective certificate of incorporation and bylaws (or other formation documents) of one or more of the Reorganized Debtors may be amended or modified on the terms therein without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

On or after the Effective Date, one or more of the Reorganized Debtors may be disposed of, dissolved, wound down, or liquidated without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

F.	Vesting of Assets in the ReorganizedDebtors.

Except as otherwise provided in the Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated in the Plan, on the Effective Date, all property in each Estate, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan, including Interests held by the Debtors in any Non-Debtor, shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, Causes of Action, or other encumbrances. On and after the Effective Date, except as otherwise provided in the Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated in the Plan, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules. For the avoidance of doubt, no Reorganized Debtor shall be treated as being liable on any Claim that is discharged pursuant to the Plan.

G.	Cancellation of Existing Securities,Agreements, and Interests.

On the Effective Date, except as otherwise provided in the Plan, the Confirmation Order, or other Definitive Documents (including the Plan Supplement and the Exit ABL Facility Documents), as applicable, all notes, instruments, certificates, credit agreements, note purchase agreements, indentures, and other documents evidencing Claims (including, for the avoidance of doubt, the Senior Secured Notes Indenture, the Prepetition ABL Credit Agreement, and all related collateral and credit documentation), or the Nine Energy Equity Interests, shall, be cancelled, and any rights of any Holder in respect thereof shall be deemed cancelled and of no force or effect, and all prior, present and future obligations and liabilities, actions, suits, accounts or demands, covenants, and indemnities (both actual and contingent), under or in connection with the DIP Credit Agreement and the Prepetition ABL Credit Agreement of the Debtors or the Reorganized Debtors, as applicable, and any Non-Debtor Affiliates, or any other parties thereunder, or in any way related thereto, shall be deemed satisfied in full, released, cancelled, discharged, and of no force or effect, and the Agents/Trustees and each of the lenders and holders and their respective agents, successors and assigns, shall each be automatically and fully released and discharged of and from all duties and obligations thereunder without any need for further action or approval by the Bankruptcy Court or for a Holder to take further action.

Notwithstanding anything to the contrary in the Plan, but subject to any applicable provisions of Article VI of the Plan and the Confirmation Order, the DIP Credit Agreement and the Prepetition ABL Credit Agreement (including, in each case, all documents ancillary thereto), shall continue in effect to: (1) permit Holders of Claims under the DIP Credit Agreement and the Prepetition ABL Credit Agreement to receive their respective Plan Distributions, if any; (2) permit the Reorganized Debtors and the Disbursing Agent, as applicable, to make Plan Distributions on account of the Allowed Claims under the DIP Credit Agreement, and the Prepetition ABL Credit Agreement, as applicable; and (3) permit each of the Agents under the DIP Credit Agreement and the Prepetition ABL Credit Agreement to seek indemnification, compensation, and/or reimbursement of fees and expenses through the exercise of charging Liens, to the extent provided for in the DIP Credit Agreement, and the Prepetition ABL Credit Agreement. Except as provided in the Plan (including Article VI of the Plan) or the Confirmation Order, on the Effective Date, the Agents and their respective agents, successors, and assigns shall be automatically and fully discharged of all of their duties and obligations associated with the DIP Credit Agreement and the Prepetition ABL Credit Agreement, as applicable. The commitments and obligations (if any) of the Holders of the DIP Claims and Prepetition ABL Claims to extend any further or future credit or financial accommodations to any of the Debtors, any of the Reorganized Debtors, or any of their respective successors or assigns under the DIP Credit Agreement and the Prepetition ABL Credit Agreement, as applicable, shall fully terminate and be of no further force or effect on the Effective Date.

H.	Corporate Action.

Upon the Confirmation Date, all actions contemplated under the Plan (including the Restructuring Steps Plan and the other documents contained in the Plan Supplement) shall be deemed authorized and approved by the Bankruptcy Court in all respects without any further corporate or equity holder action, including, as applicable: (1) adoption or assumption, as applicable, of the employment agreements; (2) selection of the directors, officers, or managers for the Reorganized Debtors in accordance with the New Organizational Documents; (3) the issuance and distribution of the New Equity Interests; (4) implementation of the Restructuring Transactions; (5) the entry into the Exit ABL Facility Documents, as applicable, and the execution, delivery, and filing of any documents pertaining thereto; (6) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date); (7) adoption of the New Organizational Documents; (8) the assumption or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; and (9) all other acts or actions contemplated or reasonably necessary or appropriate to promptly consummate the Restructuring Transactions contemplated by the Plan (whether to occur before, on, or after the Effective Date). Upon the Effective Date, all matters provided for in the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate, partnership, limited liability company, or other governance action required by the Debtors or the Reorganized Debtors, as applicable, in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the Security Holders, members directors, officers, or managers of the Debtors or the Reorganized Debtors, as applicable. On or prior to the Effective Date, as applicable the appropriate officers of the Debtors and the Reorganized Debtors shall be authorized and directed to issue, execute, and deliver the agreements, documents, Securities, and instruments contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors, including the New Equity Interests, the Exit Financing Documents, the New Organizational Documents, any other Definitive Documents, and any and all other agreements, documents, Securities, and instruments relating to the foregoing. The authorizations and approvals contemplated by Article IV.H of the Plan shall be effective notwithstanding any requirements under non-bankruptcy Law.

I.	New Organizational Documents.

On or immediately prior to the Effective Date, except as otherwise provided in the Plan and subject to local Law requirements, the New Organizational Documents shall be automatically adopted or amended by the Reorganized Debtors as may be necessary to effectuate the transactions contemplated by the Plan. To the extent required under the Plan or applicable non-bankruptcy Law, each of the Reorganized Debtors will file its New Organizational Documents with the Secretaries of State and/or other applicable authorities in its respective state, province, or country of incorporation in accordance with the corporate Laws of the respective state, province, or country of incorporation to the extent such filing is required for each such document. The New Organizational Documents will, among other things (a) authorize the issuance of the New Equity Interests and (b) prohibit the issuance of non-voting Equity Securities to the extent required under section 1123(a)(6) of the Bankruptcy Code. After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents as permitted by the laws of its jurisdiction of incorporation or formation and in accordance with the terms thereof, and the Reorganized Debtors may file such amended certificates or articles of incorporation, bylaws, or such other applicable formation documents, and other constituent documents as permitted by the Laws of the respective states, provinces, or countries of incorporation or formation and the New Organizational Documents.

J.	Directors and Officers of theReorganized Debtors.

K.	Effectuating Documents; FurtherTransactions.

On and after the Effective Date, the Reorganized Debtors, and their respective officers, directors, members, or managers, as applicable, are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan, the Restructuring Steps Plan, and the Securities issued pursuant to the Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorization, or consents except for those expressly required pursuant to the Plan.

L.	Certain Securities Law Matters.

Before the Petition Date the offering, the issuance and distribution of any New Equity Interests and/or the offering, issuance, and distribution of any other debt or equity securities as contemplated in the Plan and/or pursuant to the Plan (any such debt or equity securities, the “Other Securities”) shall be exempt from the registration requirements of the Securities Act in reliance upon section(4)(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or in reliance on Regulation S under the Securities Act.

After the Petition Date, pursuant to section 1145 of the Bankruptcy Code and/or other available exemptions from registration, the offering, issuance, and distribution of the New Equity Interests as contemplated in the Plan and/or the offering, issuance, and distribution of Other Securities, if any, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable U.S. federal, state, or local laws requiring registration prior to the offering, issuance, distribution, or sale of Securities.

The New Equity Interests and the Other Securities, if any, to be issued under the Plan on account of Allowed Claims in accordance with, and pursuant to, section 1145 of the Bankruptcy Code will be freely transferable under the Securities Act by the recipients thereof, subject to: (a) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the SEC or state or local securities laws, if any, applicable at the time of any future transfer of such Securities or instruments; and (b) any restrictions on the transferability of such New Equity Interests and the Other Securities in the New Organizational Documents.

To the extent any portion of the New Equity Interests and Other Securities, if any, are not eligible for the exemption of registration provided by section 1145 of the Bankruptcy Code, the offering, sale, issuance, and distribution of the New Equity Interests and Other Securities, if any, shall be made in reliance on section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and on equivalent state Law registration exemptions, or, solely to the extent such exemptions are not available, other available exemptions from registration under the Securities Act. The New Equity Interests and the Other Securities, if any, that may be issued pursuant to the exemption from registration set forth in section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, Registration S under the Securities Act, and/or other available exemptions from registration will be considered “restricted securities,” will bear customary legends and transfer restrictions, and may not be transferred except pursuant to an effective registration statement or under an available exemption from the registration requirements of the Securities Act and subject to any restrictions on the transferability of such New Equity Interests in the New Organizational Documents.

Recipients of the New Equity Interests and the Other Securities, if any, are advised to consult with their own legal advisors as to the availability of any exemption from registration under the Securities Act and any applicable Blue-Sky Laws for resales of such securities.

The Reorganized Debtors need not provide any further evidence other than the Plan or the Confirmation Order to any Entity (including DTC, any nominee thereof or any transfer agent for the New Equity Interests) with respect to the treatment of the New Equity Interests to be issued under the Plan under applicable securities laws. DTC, any nominee thereof, and any transfer agent for the New Equity Interests shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the New Equity Interests to be issued under the Plan are exempt from registration and/or eligible for DTC, book-entry delivery, settlement, and depository (to the extent applicable). Notwithstanding anything to the contrary in the Plan, no Entity (including DTC, any nominee thereof and any transfer agent for the New Equity Interests) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the New Equity Interests and the Other Securities to be issued under the Plan are exempt from registration.

Following the Effective Date, Reorganized Nine Energy shall remain a public company, and on the Effective Date (or as soon as reasonably practicable thereafter), Reorganized Nine Energy’s New Equity Interests shall be publicly traded on the NYSE Main Board or NYSE American Exchange of the New York Stock Exchange LLC or on the Nasdaq Global Select Market, Nasdaq Global Market, or Nasdaq Capital Market of the Nasdaq Stock Market LLC (or any successors to any of the foregoing).

M.	Section 1146 Exemption.

To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of property under the Plan or pursuant to (1) the issuance, Reinstatement, distribution, transfer, or exchange of any debt, Equity Security, or other interest in the Debtors or the Reorganized Debtors, including the New Equity Interests, (2) the Restructuring Transactions, (3) the creation, modification, consolidation, termination, refinancing, and/or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such or other means, (4) the making, assignment, or recording of any lease or sublease, (5) the grant of collateral as security for the Reorganized Debtors’ obligations under and in connection with the Exit ABL Facility, or (6) the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, deed tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, personal property transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, sales tax, use tax, or other similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate U.S. federal, state or local governmental officials or agents shall forego the collection of any such tax, recordation fee or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or any other Person with authority over any of the foregoing), wherever located and by whomever appointed, shall comply with the requirements of section 1146(a) of the Bankruptcy Code, shall forego the collection of any such tax, recordation fee or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee or governmental assessment.

N.	Employee Compensation and Benefits
1.	Compensation and Benefits Programs.
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Except as otherwise set forth in the Plan, on the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall (a) assume all employment agreements, indemnification agreements, or other employment-related agreements entered into with current or former employees who are employees as of the Petition Date or (b) enter into new agreements with such employees on terms and conditions acceptable to the Reorganized Debtors and such employees.

A counterparty to or participant in a Compensation and Benefits Program assumed pursuant to the Plan shall have the same rights under such Compensation and Benefits Program as such counterparty had thereunder immediately prior to such assumption (unless otherwise agreed by such counterparty and the applicable Reorganized Debtor(s)); provided that any assumption of Compensation and Benefits Programs pursuant to the Plan or any of the Restructuring Transactions shall not (a) trigger or be deemed to trigger any change of control, change in control immediate vesting, termination, or similar provisions therein or (b) trigger or be deemed to trigger an event of “Good Reason” (or a term of like import) as a result of the consummation of the Restructuring Transactions or any other transactions contemplated by the Plan. Notwithstanding the foregoing, pursuant to the Plan, any equity-based awards or other Interest (or the right to obtain or receive any equity-based award or other Interest) provided for in any employment agreements or other plans, programs, or arrangements and granted or contractually promised to a current or former employee, officer, director or contractor under an employment agreement or otherwise, shall not be honored and will be deemed cancelled in consideration of approval of the Plan as of the Effective Date, unless otherwise agreed by the Debtors and the Required Consenting Noteholders; provided, however, that the foregoing shall in no way impact the assumption of all employment agreements, indemnification agreements, or employment-related agreements.

2.	Workers’ Compensation Programs.

As of the Effective Date, except as set forth in the Plan Supplement, the Debtors and the Reorganized Debtors shall continue to honor their obligations under: (a) all applicable workers’ compensation Laws in states in which the Reorganized Debtors operate; and (b) the Debtors’ written contracts, agreements, agreements of indemnity, self-insured workers’ compensation bonds, policies, programs, and plans for workers’ compensation and workers’ compensation insurance. All Proofs of Claims on account of workers’ compensation shall be deemed withdrawn automatically and without any further notice to or action, order, or approval of the Bankruptcy Court; provided that nothing in the Plan shall limit, diminish, or otherwise alter the Debtors’ or Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable Law, including non-bankruptcy Law with respect to any such contracts, agreements, policies, programs, and plans; provided further that nothing in the Plan shall be deemed to impose any obligations on the Debtors in addition to what is provided for under applicable non-bankruptcy Law.

O.	Director and Officer LiabilityInsurance.

Notwithstanding anything in the Plan to the contrary, the Reorganized Debtors shall be deemed to have assumed all of the Debtors’ D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy Code effective as of the Effective Date. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval of the Reorganized Debtors’ foregoing assumption of each of the D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained in the Plan, Confirmation of the Plan shall not discharge, impair, or otherwise modify any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such indemnity obligation will be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed.

In addition, after the Effective Date, the Reorganized Debtors will not terminate or otherwise reduce the coverage under any of the D&O Liability Insurance Policies (including any “tail policy”) in effect or purchased as of the Petition Date, and all members, managers, directors, and officers of the Debtors who served in such capacity at any time prior to the Effective Date or any other individuals covered by such insurance policies, will be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such members, managers, directors, officers, or other individuals remain in such positions on or after the Effective Date.

P.	Cashless Transactions.

Notwithstanding anything to the contrary set forth in the Plan, the treatment of Claims, distributions, and other transactions contemplated in the Plan including the funding of the Exit ABL Facility, may, at the election of the applicable participating parties, be effectuated by netting or other form of cashless implementation.

VIII.	OTHERKEY ASPECTS OF THE PLAN.
A.	Treatment of Executory Contractsand Unexpired Leases.
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1.	Assumption and Rejection of ExecutoryContracts and Unexpired Leases.
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On the Effective Date, all Executory Contracts and Unexpired Leases that are not otherwise rejected shall be deemed assumed by the applicable Reorganized Debtor, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Effective Date under sections 365 and 1123 of the Bankruptcy Code, other than as expressly set forth in the RSA, unless such Executory Contract or Unexpired Lease was (a) previously assumed, amended and assumed, assumed and assigned, or rejected by the applicable Debtors; (b) previously expired or terminated pursuant to its own terms; or (c) is the subject of a motion to reject such executory contract or unexpired lease that is pending on the Effective Date; or (d) is identified on the Rejected Executory Contracts and Unexpired Leases List; provided that neither the Restructuring Transactions or any actions contemplated by the Plan shall be deemed a “change of control” or other acceleration event for purposes of any Executory Contract or Unexpired Lease of the Debtors.

Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions, assumptions and assignments, or rejections of the Executory Contracts or Unexpired Leases as set forth in the Plan, the Assumed Executory Contracts and Unexpired Leases List, or the Rejected Executory Contracts and Unexpired Leases List, as applicable, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth in Article V.A of the Plan, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall revest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors.

Except as otherwise provided in the Plan or agreed to by the Debtors, the Required Consenting Noteholders, and the applicable counterparty, each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases 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 or the validity, priority, or amount of any Claims that may arise in connection therewith.

To the maximum extent permitted by Law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Assumed Executory Contracts and Unexpired Leases List and Rejected Executory Contracts and Unexpired Leases List at any time through and including forty-five (45) days after the Effective Date.

To the extent any provision of the Bankruptcy Code or the Bankruptcy Rules requires the Debtors to assume or reject an Executory Contract or Unexpired Lease, such requirement shall be satisfied if the Debtors make an election to assume or reject such Executory Contract or Unexpired Lease prior to the deadline set forth by the Bankruptcy Code or the Bankruptcy Rules, as applicable, regardless of whether or not the Bankruptcy Court has actually ruled on such proposed assumption or rejection prior to such deadline.

2.	Cure of Defaults for Assumed ExecutoryContracts and Unexpired Leases.

The Debtors or the Reorganized Debtors, as applicable, shall pay the Cure amounts, if any, on the Effective Date or as soon as reasonably practicable thereafter, with the amount and timing of payment of any such Cure dictated by the underlying agreements and/or the ordinary course of business among the parties thereto, as applicable. Unless otherwise agreed upon in writing by the parties to the applicable Executory Contract or Unexpired Lease, all requests for payment of Cure that differ from the ordinary course amounts paid or proposed to be paid by the Debtors or the Reorganized Debtors to a counterparty must be Filed with the Claims and Noticing Agent on or before thirty (30) days after the Effective Date. Any such request that is not timely Filed shall be disallowed and forever barred, estopped, and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the need for any objection by the Reorganized Debtors or any other party in interest or any further notice to or action, order, or approval of the Bankruptcy Court. Any Cure shall be deemed fully satisfied, released, and discharged upon payment by the Debtors or the Reorganized Debtors of the Cure in the Debtors’ ordinary course of business; provided that nothing in the Plan shall prevent the Reorganized Debtors from paying any Cure despite the failure of the relevant counterparty to File such request for payment of such Cure. The Reorganized Debtors also may settle any Cure without any further notice to or action, order, or approval of the Bankruptcy Court. In addition, any objection to the assumption of an Executory Contract or Unexpired Lease under the Plan must be Filed with the Bankruptcy Court on or before thirty (30) days after the Effective Date. Any counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the proposed assumption of any Executory Contract or Unexpired Lease will be deemed to have consented to such assumption.

If there is any dispute regarding any Cure amount, the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” within the meaning of section 365 of the Bankruptcy Code, or any other matter pertaining to assumption, then payment of the Cure amount shall occur as soon as reasonably practicable after entry of a Final Order resolving such dispute, approving such assumption (and, if applicable, assignment), or as may be agreed upon by the Debtors or the Reorganized Debtors, as applicable, and the counterparty to the Executory Contract or Unexpired Lease.

The assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise and full payment of any applicable Cure pursuant to Article V of the Plan, in the amount and at the time dictated by the Debtors’ ordinary course of business, shall result in the full release and satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or 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. Any****and all Proofs ofClaim based upon ExecutoryContracts or UnexpiredLeases that havebeen assumed in the Chapter11 Cases, including pursuant to the Confirmation Order, and for which any Cure has been fully paid pursuant to Article V of the Plan,in the amount and at the time dictated by the Debtors’ ordinary course of business, shallbe deemed disallowed and expunged as of the Effective Date withoutthe need for any objection thereto or any furthernotice to or action, order, orapproval of the Bankruptcy Court.

3.	Indemnification Obligations.

All indemnification obligations in place as of the Effective Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, limited partnership agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for the benefit of current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, creditors, and other professionals of, or acting on behalf of, the Debtors, as applicable, shall be (a) reinstated and remain intact, irrevocable, and shall survive the Effective Date on terms no less favorable to such current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals of, or acting on behalf of, the Debtors than the indemnification provisions in place prior to the Effective Date, and (b) shall be assumed by the Reorganized Debtors.

4.	Insurance Policies.

Each of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto, are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, on the Effective Date, (1) the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims, including all D&O Liability Insurance Policies, and (2) such insurance policies and any agreements, documents, or instruments relating thereto shall revest in the Reorganized Debtors.

5.	Reservation of Rights.

Nothing contained in the Plan or the Plan Supplement shall constitute an admission by the Debtors or any other party that any contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the Reorganized Debtors have any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have forty-five (45) days following entry of a Final Order resolving such dispute to alter its treatment of such contract or lease under the Plan.

6.	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.

7.	Contracts and Leases Entered IntoAfter the Petition Date.

Contracts and leases entered into after the Petition Date by any Debtor, including any Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the applicable Debtor or the Reorganized Debtor liable thereunder in the ordinary course of their business. Accordingly, such contracts and leases (including any assumed Executory Contracts and Unexpired Leases) will survive and remain unaffected by entry of the Confirmation Order.

B.	Provisions Governing Distributions.
1.	Timing and Calculation of Amountsto Be Distributed.
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Unless otherwise provided in the Plan, or as otherwise agreed to by the Debtors or the Reorganized Debtors, as applicable, on or as soon as reasonably practicable after the Effective Date (or, if a Claim or Interest is not an Allowed Claim on the Effective Date, on the date that such Claim becomes an Allowed Claim, or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim, as applicable, shall receive the full amount of the distributions that the Plan provides for Allowed Claims in the applicable Class. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. Except as otherwise provided in the Plan, Holders of Allowed Claims shall not be entitled to interest, dividends, or accruals on the distributions provided for in the Plan, regardless of whether such distributions are delivered on or at any time after the Effective Date.

Notwithstanding the foregoing, (a) Allowed Administrative Claims with respect to liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed by the Debtors prior to the Effective Date shall be paid or performed in the ordinary course of business in accordance with the terms and conditions of any controlling agreements, course of dealing, course of business, or industry practice and (b) Allowed Priority Tax Claims shall be paid in accordance with Article II.B of the Plan and the terms and conditions of any controlling agreements, course of dealing, course of business, or industry practice. To the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, such Claim shall be paid in full in Cash in accordance with the terms of any agreement between the Debtors and the Holder of such Claim or as may be due and payable under applicable non-bankruptcy Law or in the ordinary course of business.

2.	Disbursing Agent.

All distributions under the Plan shall be made by the Disbursing Agent on the Effective Date. The Disbursing Agent shall not be required to give any bond or surety or other Security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. Additionally, in the event that the Disbursing Agent is so otherwise ordered, all costs and expenses of procuring any such bond or surety shall be borne by the Reorganized Debtors.

All Plan Distributions to any Disbursing Agent on behalf of the Holders of Claims listed on the Claims Register (or the designees of such Holders, as applicable) shall be deemed completed by the Debtors when received by such Disbursing Agent. Distributions under the Plan shall be made to any such Holders (or the designees of such Holders, as applicable) by the applicable Disbursing Agent.

3.	Rights and Powers of DisbursingAgent.
(a)	Powers of the Disbursing Agent.
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The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

(b)	Expenses Incurred On or After the Effective Date.

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and expenses incurred by the Disbursing Agent (including the Agents/Trustees) on or after the Effective Date (including taxes), and any reasonable compensation and expense reimbursement claims (including reasonable attorney fees and expenses), made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

4.	Delivery of Distributions and Undeliverableor Unclaimed Distributions.
(a)	Record Date for Distribution.
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On the Distribution Record Date, the Claims Register shall be closed and any party responsible for making distributions shall instead be authorized and entitled to recognize only those record Holders listed on the Claims Register as of the close of business on the Distribution Record Date (or the designees of such Holders, as applicable). Unless otherwise provided in a Final Order from the Bankruptcy Court, if a Claim is transferred twenty (20) or fewer days before the Distribution Record Date, the Disbursing Agent shall make distributions to the transferee only to the extent practical and, in any event, only if the relevant transfer form contains an unconditional and explicit certification and waiver of any objection to the transfer by the transferor.

(b)	Delivery of Distributions inGeneral.

Except as otherwise provided in the Plan or in the Plan Supplement, the Disbursing Agent shall make distributions to Holders of Allowed Claims, as of the Distribution Record Date, or, if applicable, to such Holder’s designee, as appropriate: (a) at the address for each such Holder as indicated on the Debtors’ records as of the Distribution Record Date; (b) to the signatory set forth on any Proof of Claim Filed by such Holder or other representative identified therein (or at the last known addresses of such Holder if no Proof of Claim is Filed or if the Debtors have not been notified in writing of a change of address); (c) at the addresses set forth in any written notices of address changes delivered to the Reorganized Debtors or the applicable Disbursing Agent, as appropriate, after the date of any related Proof of Claim; or (d) on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf; provided that the manner of such distributions shall be determined at the discretion of the Reorganized Debtors.

For the avoidance of doubt, the Distribution Record Date shall not apply to Securities held through DTC, which shall receive distributions in accordance with the applicable procedures of DTC.

(c)	No Fractional Distributions.

No fractional shares of New Equity Interests shall be distributed, and no Cash shall be distributed in lieu of such fractional amounts. When any distribution pursuant to the Plan on account of an Allowed Claim, as applicable, would otherwise result in the issuance of a number of shares of New Equity Interests that is not a whole number, the actual distribution of shares of New Equity Interests shall be rounded as follows: (a) fractions of one-half (½) or greater shall be rounded to the next higher whole number and (b) fractions of less than one-half (½) shall be rounded to the next lower whole number with no further payment therefore. The total number of authorized shares of New Equity Interests to be distributed under the Plan shall be adjusted as necessary to account for the foregoing rounding.

(d)	Undeliverable Distributionsand Unclaimed Property.

In the event that any distribution to any Holder of Allowed Claims or Allowed Interests (as applicable) is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one (1) year from the Effective Date. After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtors automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder of Claims to such property or interest in property shall be cancelled, released, discharged, and forever barred notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property Laws, or any provisions in any document governing the distribution of such unclaimed property.

5.	Surrender of Cancelled Instrumentsor Securities.

On the Effective Date, or as soon as reasonably practicable thereafter, each Holder (and the applicable Agents for such Holder, including the Agents/Trustees) of a certificate or instrument evidencing a Claim or an Interest that has been cancelled in accordance with Article IV.G of the Plan, shall be deemed to have surrendered such certificate or instrument to the Disbursing Agent. Such surrendered certificate or instrument shall be cancelled solely with respect to the Debtors and any Non-Debtor Affiliates, and such cancellation shall not alter the obligations or rights of any non-Debtor third parties (other than the Non-Debtor Affiliates) in respect of one another with respect to such certificate or instrument, including with respect to any indenture or agreement that governs the rights of the Holder of a Claim or Interest, which shall continue in effect for the purposes of allowing Holders to receive distributions under the Plan, charging Liens, priority of payment, and indemnification rights. Notwithstanding anything to the contrary in the Plan, the foregoing shall not apply to certificates or instruments evidencing Claims or Interests that are Unimpaired under the Plan.

6.	Manner of Payment.

At the option of the Disbursing Agent, any Cash payment to be made under the Plan may be made by check or wire transfer or as otherwise required or provided in applicable agreements.

7.	Compliance with Tax Requirements.

In connection with the Plan, to the extent applicable, the Debtors, the Reorganized Debtors, the Disbursing Agent, and any applicable withholding or reporting agent shall comply with all tax withholding and reporting requirements imposed on them by any taxing authority, and all distributions made pursuant to the Plan shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, any applicable withholding or reporting agent shall be authorized to take all actions necessary or appropriate to comply with such tax withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate to comply with such tax withholding and reporting requirements. The Debtors and the Reorganized Debtors reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, Liens, and encumbrances.

8.	Allocations.

Distributions in respect of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for U.S. federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued but unpaid interest.

9.	No Postpetition Interest on Claims.

Unless otherwise specifically provided for in the 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 against the Debtors, and no Holder of a prepetition Claim against the Debtors shall be entitled to interest accruing on or after the Petition Date on any such prepetition Claim. Additionally, and without limiting the foregoing, interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.

10.	Setoffs and Recoupment.

Except as expressly provided in the Plan, each Reorganized Debtor may, pursuant to section 553 of the Bankruptcy Code, set off and/or recoup against any Plan Distributions to be made on account of any Allowed Claim, any and all Claims, rights, and Causes of Action that such Reorganized Debtor may hold against the Holder of such Allowed Claim to the extent such setoff or recoupment is either (1) agreed in amount among the relevant Reorganized Debtor(s) and the Holder of the Allowed Claim or (2) otherwise adjudicated by the Bankruptcy Court or another court of competent jurisdiction; provided that neither the failure to effectuate a setoff or recoupment nor the allowance of any Claim hereunder shall constitute a waiver or release by a Reorganized Debtor or its successor of any and all Claims, rights, and Causes of Action that such Reorganized Debtor or its successor may possess against the applicable Holder. In no event shall any Holder of Claims against, or Interests in, the Debtors be entitled to recoup any such Claim or Interest against any Claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors in accordance with Article XII.G of the Plan on or before the Effective Date, notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.

11.	Claims Paid or Payable by Third Parties.
(a)	Claims Paid by Third Parties.
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The Debtors or the Reorganized Debtors, as applicable, shall reduce in full a Claim, and such Claim shall be disallowed without a Claim objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or a Reorganized Debtor. Subject to the last sentence of this paragraph, to the extent a Holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall, within five (5) Business Days of receipt thereof, repay or return the distribution to the applicable Reorganized Debtor, 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. The failure of such Holder to timely repay or return such distribution shall result in the Holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the five (5) Business Day grace period specified above until the amount is fully repaid.

(b)	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 or is found liable for satisfying 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 a Claim objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

(c)	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. Notwithstanding anything to the contrary contained in the Plan (including Article III of the Plan), nothing contained in the Plan shall constitute or be deemed a release, settlement, satisfaction, compromise, or waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers, under any policies of insurance, nor shall anything contained in the Plan constitute or be deemed a waiver by such insurers of any defenses, including coverage defenses, held by such insurers.

C.	Procedures for Resolving Contingent,Unliquidated, and Disputed Claims.
1.	Disputed Claims Process
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Notwithstanding section 502(a) of the Bankruptcy Code, and in light of the Unimpaired status of all Allowed General Unsecured Claims under the Plan, Holders of Claims need not File Proofs of Claim, and the Reorganized Debtors and the Holders of Claims shall determine, adjudicate, and resolve any disputes over the validity and amounts of such Claims in the ordinary course of business as if the Chapter 11 Cases had not been commenced except that (unless expressly waived pursuant to the Plan) the Allowed amount of such Claims shall be subject to, the limitations or maximum amounts permitted by the Bankruptcy Code, including sections 502 and 503 of the Bankruptcy Code, to the extent applicable. All Proofs of Claim Filed in the Chapter 11 Cases shall be considered objected to and Disputed without further action by the Debtors or Reorganized Debtors. Upon the Effective Date, all Proofs of Claim Filed against the Debtors, regardless of the time of filing, and including Proofs of Claim Filed after the Effective Date, shall be deemed withdrawn and expunged, other than as provided below. Notwithstanding anything in the Plan to the contrary, disputes regarding the amount of any Cure pursuant to section 365 of the Bankruptcy Code and Claims that the Debtors seek to have determined by the Bankruptcy Court, shall in all cases be determined by the Bankruptcy Court.

For the avoidance of doubt, there is no requirement to File a Proof of Claim (or move the Bankruptcy Court for allowance) to be an Allowed Claim, as applicable, under the Plan. Notwithstanding the foregoing, Entities must File Cure objections as set forth in Article V.B of the Plan to the extent such Entity disputes the amount of the Cure paid or proposed to be paid by the Debtors or the Reorganized Debtors to a counterparty. Exceptas otherwise provided in the Plan, all Proofs of Claim Filed after the Effective Date shall be disallowed and forever barred, estopped,and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the need for any objection by the ReorganizedDebtors or any further notice to or action, order, or approval of the Bankruptcy Court.

2.	Allowance of Claims.

After the Effective Date and subject to the terms of the Plan, each of the Reorganized Debtors shall have and retain any and all rights and defenses such Debtor had with respect to any Claim or Interest immediately prior to the Effective Date. The Reorganized Debtors, with the consent of the Required Consenting Stakeholders (not to be unreasonably withheld) may affirmatively determine to deem Unimpaired Claims Allowed to the same extent such Claims would be Allowed under applicable non-bankruptcy Law.

3.	Claims Administration Responsibilities.

Except as otherwise specifically provided in the Plan, after the Effective Date, the Reorganized Debtors shall have the sole authority: (1) to File, withdraw, or litigate to judgment, objections to Claims or Interests; (2) to settle or compromise any Disputed Claim or Interest without any further notice to or action, order, or approval by the Bankruptcy Court; and (3) to 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. For the avoidance of doubt, except as otherwise provided in the Plan, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all rights and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim or Interest, including the Causes of Action retained pursuant to the Plan.

Notwithstanding the foregoing, the Debtors and Reorganized Debtors shall be entitled to dispute and/or otherwise object to any General Unsecured Claim in accordance with applicable non-bankruptcy Law. If the Debtors or Reorganized Debtors, as applicable, dispute any General Unsecured Claim, such dispute shall be determined, resolved, or adjudicated, as the case may be, in the manner as if the Chapter 11 Cases had not been commenced and shall survive the Effective Date. In any action or proceeding to determine the existence, validity, or amount of any General Unsecured Claim, any and all Claims or defenses that could have been asserted by the applicable Debtor(s) or the Entity holding such General Unsecured Claim are preserved as if the Chapter 11 Cases had not been commenced.

4.	Adjustment to Claims without Objection.

Any duplicate Claim or any Claim that has been paid, satisfied, amended, or superseded may be adjusted or expunged (including pursuant to the Plan) on the Claims Register by the Debtors or Reorganized Debtors or the Claims and Noticing Agent without the Debtors or Reorganized Debtors having to File an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim and without any further notice to or action, order, or approval of the Bankruptcy Court.

5.	Disallowance of Claims or Interests.

Except as otherwise expressly set forth in the Plan, and subject to the terms of the Plan, including Article VIII of the Plan and the DIP Orders, 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 Reorganized Debtors allege is a transferee of a transfer that is avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, 553(b), or 724(a) of the Bankruptcy Code, shall be deemed disallowed if: (a) the Entity, on the one hand, and the Debtors or the Reorganized Debtors, as applicable, 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 (b) such Entity or transferee has failed to turn over such property by the date set forth in such agreement or Final Order.

6.	No Distributions Pending Allowance.

Notwithstanding any other provision of the Plan, if any portion of a Claim or Interest is a Disputed Claim or Interest, as applicable, no payment or distribution provided hereunder shall be made on account of such Claim or Interest unless and until such Disputed Claim becomes an Allowed Claim; provided that if only the Allowed amount of an otherwise valid Claim or Interest is Disputed, such Claim or Interest shall be deemed Allowed in the amount not Disputed and payment or distribution shall be made on account of such undisputed amount pending resolution of the dispute.

7.	Distributions After Allowance.

To the extent that a Disputed Claim or Interest ultimately becomes an Allowed Claim or Allowed Interest, distributions (if any) shall be made to the Holder of such Allowed Claim or Interest in accordance with the provisions of the Plan. As soon as reasonably practicable after the next Distribution Date after the date that the order or judgment of the Bankruptcy Court Allowing any Disputed Claim or Disputed Interest becomes a Final Order, the Disbursing Agent shall provide to the Holder of such Claim or Interest the distribution (if any) to which such Holder is entitled under the Plan as of the Effective Date, without any interest to be paid on account of such Claim or Interest.

D.	Conditions Precedent to Confirmationand Consummation of the Plan.
1.	Conditions Precedent to the EffectiveDate.
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It shall be a condition to the Effective Date of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B of the Plan (the “Conditions Precedent”):

·	each Definitive Document shall have been executed and/or effectuated, in the form and substance and contain<br>terms and conditions consistent with the RSA or otherwise be approved by the applicable Parties in accordance with the consent rights<br>under the RSA;
·	the RSA shall be in full force and effect, no termination event or event that would give rise to a termination<br>event under the RSA upon the expiration of the applicable grace period shall have occurred and remain occurring, and the RSA shall not<br>have been validly terminated before the Effective Date;
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·	all allowed professional fees and expenses of retained professionals required to be approved by the Bankruptcy<br>Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed<br>in a professional fee escrow account, in each case in accordance with and subject to the terms of the Plan and the Confirmation Order;
·	all Restructuring Expenses shall have been paid in full and in cash in accordance with the RSA;
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·	the Bankruptcy Court shall have entered the DIP Orders, consistent with the RSA, which orders shall not<br>have been reversed, stayed, modified, dismissed, vacated, or reconsidered;
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·	the DIP Facility and all the DIP Documents shall be in full force and effect, no event of default under<br>the DIP Documents upon the expiration of the applicable grace period shall have occurred and remain occurring, and the DIP Facility shall<br>not have been validly terminated before the Effective Date;
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·	the final version of the Plan Supplement shall have been filed and all of the schedules, documents, and<br>exhibits contained therein shall be consistent in all respects with the RSA and the other Definitive Documents and subject to the consent<br>of the Required Consenting Stakeholders in accordance with their respective consent rights under the RSA;
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·	the Bankruptcy Court shall have entered the Confirmation Order, in form and substance consistent with<br>the RSA, and the Confirmation Order shall not have been reversed, stayed, modified, dismissed, vacated, or reconsidered, and shall have<br>become a final and non-appealable order;
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·	the New Equity Interests shall have been issued by Reorganized Nine Energy in accordance with the Plan<br>and the RSA ;
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·	the New Organizational Documents shall have been executed and/or effectuated, and shall be in form and<br>substance consistent with the Plan and the RSA ;
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·	the Debtors shall have otherwise substantially consummated the Restructuring Transactions, and all transactions<br>contemplated in the Plan, in a manner consistent in all respects with the RSA and the other Definitive Documents;
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·	(i) all the Exit ABL Facility Documents and all other documentation related to the Exit ABL Facility shall<br>have been duly executed and delivered by each party thereto; (ii) all conditions precedent to the effectiveness of the Exit ABL Facility<br>shall have been satisfied or duly waived in writing in accordance with the terms of the Exit ABL Facility by the party whose consent is<br>required thereunder, as applicable; and (iii) the Exit ABL Facility shall have been funded and closed, and shall be in full force and<br>effect ;
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·	no court of competent jurisdiction or other competent governmental or regulatory authority shall have<br>issued any order making illegal or otherwise restricting, limiting, preventing, or prohibiting the consummation of any of the Restructuring<br>Transactions;
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there shall not have been instituted or be pending any action, proceeding, application, claim, counterclaim, or investigation by any governmental entity (i) making illegal, enjoining, or otherwise prohibiting the consummation of the Plan contemplated in the Plan and in the Definitive Documents or (ii) imposing a material award, claim, injunction, fine or penalty that both (1) is not dischargeable, as determined by the Bankruptcy Court in the Confirmation Order, and (2) has a material adverse effect on the financial condition or operations of the Reorganized Debtors, taken as whole; and

all governmental and third-party approvals and consents, including Bankruptcy Court approval, necessary in connection with the Restructuring Transactions contemplated by the RSA shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired or been waived.

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The Conditions Precedent may be waived, in whole or in part, with the written consent (email being sufficient) of the Debtors and the Required Consenting Stakeholders.

“Substantial consummation” of the Plan, as defined by section 1101(2) of the Bankruptcy Code, shall be deemed to occur on the Effective Date.

2.	Effect of Failure of Conditions.

If Consummation does not occur, the Plan shall be null and void in all respects and nothing contained in the RSA, the Plan, or this Disclosure Statement shall: (1) constitute a waiver or release of any Claims by the Debtors or any Holder of Claims or Interests of any Claim or Interest; (2) prejudice in any manner the rights of the Debtors, any Holders of Claims or Interests, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, any Holders of Claims or Interests, or any other Entity, respectively; provided that all provisions of the RSA that survive termination thereof shall remain in effect in accordance with the terms thereof.

E.	Modification, Revocation, or Withdrawal of the Plan.
1.	Modification and Amendments.
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Except as otherwise specifically provided in the Plan and to the extent permitted by the RSA, the Debtors reserve the right to modify the Plan, with the consent of the Required Consenting Stakeholders, whether such modification is material or immaterial, and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to those restrictions on modifications set forth in the Plan and the RSA, and the requirements of section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and, to the extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, each of the Debtors expressly reserves its respective rights to revoke or withdraw, to alter, amend, or modify the Plan, with the consent of the Required Consenting Stakeholders, with respect to such Debtor, one or more times, after Confirmation, and, to the extent necessary may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, this Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan.

2.	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 resolicitation under Bankruptcy Rule 3019.

3.	Revocation or Withdrawal of Plan.

To the extent permitted by the RSA, the Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Date and to File subsequent plans of reorganization. If the Debtors revoke or withdraw the Plan, or if Confirmation or Consummation does not occur, then: (1) the Plan shall be null and void in all respects; (2) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain, and including the Allowance or disallowance, of all or any portion of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected under the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (3) nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims or Interests; (b) prejudice in any manner the rights of such Debtor or any other Entity; or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by such Debtor or any other Entity.

F.	Other Claims and Interest Classificationand Treatment Features.
1.	Elimination of Vacant Classes.
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Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of the Combined Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.

2.	Voting Class, Presumed Acceptanceby Non-Voting Classes.

If a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interests eligible to vote in such Class vote to accept or reject the Plan, the Holders of such Claims or Interests in such Class shall be presumed to have accepted the Plan.

3.	Intercompany Interests.

To the extent Reinstated under the Plan, distributions on account of Intercompany Interests are not being received by Holders of such Intercompany Interests on account of their Intercompany Interests but for the purposes of administrative convenience and due to the importance of maintaining the prepetition corporate structure, for the ultimate benefit of the Holders of the New Equity Interests in exchange for the Debtors’ and Reorganized Debtors’ agreement under the Plan to make certain distributions to the Holders of Allowed Claims. For the avoidance of doubt, unless otherwise set forth in the Restructuring Steps Plan, to the extent Reinstated pursuant to the Plan, on and after the Effective Date, all Intercompany Interests shall be owned by the same Reorganized Debtor that corresponds with the Debtor that owned such Intercompany Interests immediately prior to the Effective Date.

4.	Confirmation Pursuant to Sections1129(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 Article III.B of the Plan. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve the right to modify the Plan in accordance with Article X of the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules.

5.	Subordinated Claims and Interests.

IX.	RISK FACTORS.

Holders of Claims or Interests should read and consider carefully the risk factors set forth below before voting to accept or reject the Plan. Although there are many risk factors discussed below, these factors should not be regarded as constituting the only risks present in connection with the Debtors’ businesses or the Plan and its implementation.

A.	Bankruptcy Law Considerations.

The occurrence or non-occurrence of any or all of the following contingencies, and any others, could affect distributions available to Holders of Allowed Claims under the Plan, but will not necessarily affect the validity of the vote of the Voting Class to accept or reject the Plan or necessarily require a resolicitation of the votes of Holders of Claims in such Voting Class.

1.	There Is a Risk of Terminationof the RSA.

The RSA contains provisions that give the signatories thereto (collectively or individually, as applicable) the ability to terminate the RSA upon the occurrence of certain events or if certain conditions are not satisfied, including the Debtors’ failure to achieve the Milestones set forth therein. To the extent that events giving rise to termination of the RSA occur, the RSA may terminate prior to the Confirmation or Consummation of the Plan, which could result in the loss of support for the Plan by important creditor constituencies and could result in the loss of use of DIP funding and/or cash collateral by the Debtors under certain circumstances. Any such loss of support could adversely affect the Debtors’ ability to confirm and consummate the Plan. In the event that the RSA is terminated, the Debtors may seek a non-consensual restructuring alternative, including a potential liquidation of their assets.

2.	The Debtors Will Consider All Available Restructuring Alternatives if the Restructuring Transactions are Not Implemented, and Such Alternatives May Result in Lower Recoveries for Holders of Claims Against and Interests in the Debtors.

If the Restructuring Transactions are not implemented, the Debtors will consider all available restructuring alternatives, including filing an alternative chapter 11 plan, commencing section 363 sales of the Debtors’ assets, converting to a chapter 7 plan, and any other transaction that would maximize the value of the Debtors’ Estates, or proceedings in Non-U.S. jurisdictions. The terms of any such restructuring alternatives may be less favorable to Holders of Claims against and Interests in the Debtors than the terms of the Plan as described in this Disclosure Statement.

Any material delay in the Confirmation of the Plan, the Chapter 11 Cases, or the threat of rejection of the Plan by the Bankruptcy Court would add substantial expense and uncertainty to the process.

The uncertainty surrounding a prolonged restructuring would have other adverse effects on the Debtors. For example, it would adversely affect:

·	the Debtors’ ability to raise additional capital;
·	the Debtors’ liquidity;
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·	how the Debtors’ business is viewed by regulators, investors, lenders, and credit ratings agencies;
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·	the Debtors’ enterprise value; and
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·	the Debtors’ business relationship with customers and vendors.
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3.	Parties in Interest May Objectto the Plan’s Classification of Claims and Interests.
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Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests in such class. The Debtors believe that the classification of the Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtors created Classes of Claims and Interests each encompassing Claims or Interests, as applicable, that are substantially similar to the other Claims or Interests, as applicable, in each such Class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

Although the Debtors believe that the classification of Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code, once any Chapter 11 Cases have been commenced, a Holder could challenge the classification. In such event, the cost of the Plan and the time needed to confirm the Plan may increase, and the Debtors cannot be sure that the Bankruptcy Court will agree with the Debtors’ classification of Claims and Interests. If the Bankruptcy Court concludes that either or both of the classification of Claims and Interests under the Plan does not comply with the requirements of the Bankruptcy Code, the Debtors may need to modify the Plan. Such modification could require a resolicitation of votes on the Plan. The Plan may not be confirmed if the Bankruptcy Court determines that the Debtors classification of Claims and Interests is not appropriate.

4.	The Bankruptcy Court Might Not Approve the Debtors’ Use of Cash Collateral or the DIP Facilities.

Upon commencing the Chapter 11 Cases, the Debtors will ask the Bankruptcy Court to authorize the Debtors to enter into postpetition financing arrangements and use cash collateral to fund the Chapter 11 Cases and to provide customary adequate protection to the prepetition secured creditors, as applicable, and in accordance with the terms of the RSA. Such access to postpetition financing and cash collateral will provide necessary liquidity during the pendency of the Chapter 11 Cases. There can be no assurance that the Bankruptcy Court will approve the debtor-in-possession financing and/or such use of cash collateral on the terms requested. Moreover, if the Chapter 11 Cases take longer than expected to conclude, the Debtors may exhaust their available cash collateral and postpetition financing. There is no assurance that the Debtors will be able to obtain an extension of the right to obtain further postpetition financing and/or use cash collateral, in which case, the liquidity necessary for the orderly functioning of the Debtors’ business may be materially impaired.

5.	The Conditions Precedent to theEffective Date of the Plan May Not Occur.

As more fully set forth in Article IX of the Plan, the Confirmation and Effective Date of the Plan are subject to a number of conditions precedent. If such conditions precedent are not waived or not met, the Confirmation and Effective Date of the Plan will not take place. In the event that the Effective Date does not occur, the Debtors may seek Confirmation of a new plan. If the Debtors do not secure sufficient working capital to continue their operations or if the new plan is not confirmed, however, the Debtors may be forced to liquidate their assets.

6.	The Debtors Could Fail to SatisfyVoting Threshold Requirements.

If votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan, the Debtors intend to seek, as promptly as practicable thereafter, Confirmation of the Plan. If sufficient votes are not received, the Debtors may need to seek to confirm an alternative chapter 11 plan or transaction. There can be no assurance that the terms of any such alternative chapter 11 plan or other transaction would be similar or as favorable to the Holders of Allowed Claims or Interests as those proposed in the Plan and the Debtors do not believe that any such transaction exists or is likely to exist that would be more beneficial to the Estates than the Plan.

7.	The Debtors Might Not Be Able toSecure Confirmation of the Plan.

Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation of a chapter 11 plan, and requires, among other things, a finding by the Bankruptcy Court that: (a) such plan “does not unfairly discriminate” and is “fair and equitable” with respect to any non-accepting classes; (b) confirmation of such plan is not likely to be followed by a liquidation or a need for further financial reorganization unless such liquidation or reorganization is contemplated by the plan; and (c) the value of distributions to non-accepting holders of allowed claims or allowed interests within a particular class under such plan will not be less than the value of distributions such holders would receive if the debtors were liquidated under chapter 7 of the Bankruptcy Code.

There can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A non-accepting holder of an Allowed Claim might challenge either the adequacy of this Disclosure Statement or whether the balloting procedures and voting results satisfy the requirements of the Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court determines that this Disclosure Statement, the balloting procedures, and voting results are appropriate, the Bankruptcy Court could still decline to confirm the Plan if it finds that any of the statutory requirements for Confirmation are not met. If a chapter 11 plan of reorganization is not confirmed by the Bankruptcy Court, it is unclear whether the Debtors will be able to reorganize their business and what, if anything, Holders of Allowed Claims against them would ultimately receive.

The Debtors, subject to the terms and conditions of the Plan and the RSA, reserve the right to modify the terms and conditions of the Plan as necessary for Confirmation. Any such modifications could result in less favorable treatment of any non-accepting class of Claims or Interests, as well as any class junior to such non-accepting class, than the treatment currently provided in the Plan. Such a less favorable treatment could include a distribution of property with a lesser value than currently provided in the Plan or no distribution whatsoever under the Plan.

8.	The Debtors May Not Be Able toSecure Nonconsensual Confirmation Over Certain Impaired Non-Accepting Classes.

In the event that any impaired class of claims or interests does not accept a chapter 11 plan, a bankruptcy court may nevertheless confirm a plan at the proponents’ request if at least one impaired class (as defined under section 1124 of the Bankruptcy Code) has accepted the plan (with such acceptance being determined without including the vote of any “insider” in such class), and, as to each impaired class that has not accepted the plan, the bankruptcy court determines that the plan “does not discriminate unfairly” and is “fair and equitable” with respect to the dissenting impaired class(es). The Debtors believe that the Plan satisfies these requirements, and the Debtors may request such nonconsensual Confirmation in accordance with subsection 1129(b) of the Bankruptcy Code. Nevertheless, there can be no assurance that the Bankruptcy Court will reach this conclusion. In addition, the pursuit of nonconsensual Confirmation or Consummation of the Plan may result in, among other things, increased expenses relating to professional compensation.

9.	The Debtors Could Lose Exclusivity.

In addition, at the outset of the Chapter 11 Cases, the Bankruptcy Code provides the Debtors with the exclusive right to propose the Plan and prohibits creditors and others from proposing a plan. The Debtors will have retained the exclusive right to propose the Plan upon filing their Petitions. If the Bankruptcy Court terminates that right, however, or the exclusivity period expires, there could be a material adverse effect on the Debtors’ ability to achieve confirmation of the Plan in order to achieve the Debtors’ stated goals.

10.	Even if the Restructuring Transactionsare Successful, the Debtors Will Face Continued Risk Upon Confirmation.

Even if the Plan is consummated, the Debtors will continue to face a number of risks, including certain risks that are beyond their control, such as further deterioration or other changes in economic conditions, changes in the industry, potential revaluing of their assets due to chapter 11 proceedings, changes in demand for the Debtors’ products, and increasing expenses. See Article IX.C of this Disclosure Statement, entitled “Risks Related to the Debtors’ and the Reorganized Debtors’ Business.” Some of these concerns and effects typically become more acute when a case under the Bankruptcy Code continues for a protracted period without indication of how or when the case may be completed. As a result of these risks and others, there is no guarantee that a chapter 11 plan of reorganization reflecting the Plan will achieve the Debtors’ stated goals.

Furthermore, even if the Debtors’ debts are reduced and/or discharged through the Plan, the Debtors may need to raise additional funds through public or private debt or equity financing or other various means to fund the Debtors’ businesses after the completion of the proceedings related to the Chapter 11 Cases. Adequate funds may not be available when needed or may not be available on favorable terms.

11.	The Bankruptcy Court Could Find the Solicitation of Acceptances Inadequate.

Usually, votes to accept or reject a plan of reorganization are solicited after the filing of a petition commencing a chapter 11 case. Nevertheless, a debtor may solicit votes prior to the commencement of a chapter 11 case in accordance with sections 1125(g) and 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018(b). Sections 1125(g) and 1126(b) and Bankruptcy Rule 3018(b) require that:

·	solicitation comply with applicable non-bankruptcy law;

·	the plan of reorganization be transmitted to substantially all creditors and other interest holders entitled<br>to vote; and
·	the time prescribed for voting is not unreasonably short.
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In addition, Bankruptcy Rule 3018(b) provides that a holder of a claim or interest who has accepted or rejected a plan before the commencement of the case under the Bankruptcy Code will not be deemed to have accepted or rejected the plan if the court finds after notice and a hearing that the plan was not transmitted in accordance with reasonable solicitation procedures. Section 1126(b) of the Bankruptcy Code provides that a holder of a claim or interest that has accepted or rejected a plan before the commencement of a case under the Bankruptcy Code is deemed to have accepted or rejected the plan if (i) the solicitation of such acceptance or rejection was in compliance with applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with such solicitation or (ii) there is no such law, rule, or regulation, and such acceptance or rejection was solicited after disclosure to such holder of adequate information (as defined by section 1125(a) of the Bankruptcy Code). While the Debtors believe that the requirements of sections 1125(g) and 1126(b) of the Bankruptcy Code and Bankruptcy Rule 3018(b) will be met, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

12.	The Chapter 11 Cases Could BeConverted to Cases under Chapter 7 of the Bankruptcy Code.

If the Bankruptcy Court finds that it would be in the best interest of creditors and/or the debtor in a chapter 11 case, the Bankruptcy Court may convert a chapter 11 bankruptcy case to a case under chapter 7 of the Bankruptcy Code. In such event, a chapter 7 trustee would be appointed or elected to liquidate the debtor’s assets for distribution in accordance with the priorities established by the Bankruptcy Code. The Debtors believe that liquidation under chapter 7 would result in significantly smaller distributions being made to creditors than those provided for in a chapter 11 plan because of (a) the likelihood that the assets would have to be sold or otherwise disposed of in a disorderly fashion over a short period of time, rather than reorganizing or selling the business as a going concern at a later time in a controlled manner, (b) additional administrative expenses involved in the appointment of a chapter 7 trustee, and (c) additional expenses and Claims, some of which would be entitled to priority, that would be generated during the liquidation, including Claims resulting from the rejection of Unexpired Leases and other Executory Contracts in connection with cessation of operations.

13.	One or More of the Chapter 11Cases May Be Dismissed.

If the Bankruptcy Court finds that the Debtors have incurred substantial or continuing loss or diminution to the Estate and lack of a reasonable likelihood of rehabilitation of the Debtors or the ability to effectuate substantial Consummation of a confirmed plan, or otherwise determines that cause exists, the Bankruptcy Court may dismiss one or more of the Chapter 11 Cases. In such event, the Debtors would be unable to confirm the Plan with respect to the applicable Debtor or Debtors, which may ultimately result in significantly smaller distributions to creditors than those provided for in the Plan.

14.	The Debtors May Object to theAmount or Classification of a Claim.

Except as otherwise provided in the Plan, the Debtors reserve the right to object to the amount or classification of any Claim under the Plan, subject to the terms of the RSA. The estimates set forth in this Disclosure Statement cannot be relied upon by any Holder of a Claim where such Claim is subject to an objection. Any Holder of a Claim that is subject to an objection thus may not receive its expected share of the estimated distributions described in this Disclosure Statement.

15.	Risk that Foreign Courts Will Not Enforce the Confirmation Order.

After the Effective Date, the Reorganized Debtors will maintain business operations in certain Non-U.S. jurisdictions, including Canada and Norway, where some of the Debtors are incorporated. Additionally, implementation of the Plan and the Restructuring Transactions contemplated thereunder may require certain actions to be taken by and/or with respect to certain of the Debtors or Reorganized Debtors incorporated in certain foreign jurisdictions including potential local implementation proceedings. There is a risk that the courts in these jurisdictions will not enforce the Confirmation Order, or that the effects of the Confirmation Order will not be recognized under the law of the relevant jurisdiction, which may affect the Reorganized Debtors ability to effectuate certain relief granted pursuant to the Confirmation Order. There is also a risk that parties in interest may seek to frustrate the Chapter 11 Cases or the effects of the Confirmation Order through proceedings in these jurisdictions, notwithstanding the releases, injunctions, and exculpations set forth in Article VIII of the Plan.

16.	Risk of Non-Occurrence of theEffective Date.

Although the Debtors believe that the Effective Date may occur quickly after the Confirmation Date, there can be no assurance as to such timing or as to whether the Effective Date will, in fact, occur. As more fully set forth in Article IX of the Plan, the Effective Date of the Plan is subject to a number of conditions precedent. If such conditions precedent are not waived or met, the Effective Date will not take place.

17.	Contingencies Could Affect Distributionsto Holders of Allowed Claims.

The distributions available to Holders of Allowed Claims under the Plan can be affected by a variety of contingencies, including, without limitation, whether the Bankruptcy Court orders certain Allowed Claims to be subordinated to other Allowed Claims. The occurrence of any and all such contingencies, which could affect distributions available to Holders of Allowed Claims under the Plan, will not affect the validity of the vote taken by the Impaired Classes to accept or reject the Plan or require any sort of re-vote by the Impaired Classes.

The estimated Claims and creditor recoveries set forth in this Disclosure Statement are based on various assumptions, and the actual Allowed amounts of Claims may significantly differ from the estimates. Should one or more of the underlying assumptions ultimately prove to be incorrect, the actual Allowed amounts of Claims may vary from the estimated Claims contained in this Disclosure Statement. Moreover, the Debtors cannot determine with any certainty at this time, the number or amount of Claims that will ultimately be Allowed. Such differences may materially and adversely affect, among other things, the percentage recoveries to Holders of Allowed Claims under the Plan.

18.	Releases, Injunctions, and ExculpationsProvisions May Not Be Approved.

Article VIII of the Plan provides for certain releases, injunctions, and exculpations, including a release of Liens and Third-Party Releases that may otherwise be asserted against the Debtors, Reorganized Debtors, or Released Parties, as applicable. The releases, injunctions, and exculpations provided in the Plan are subject to objection by parties in interest and may not be approved. If the releases are not approved, certain Released Parties may withdraw their support for the Plan.

The releases provided to the Released Parties and the exculpation provided to the Exculpated Parties are necessary to the success of the Debtors’ reorganization. The Released Parties and Exculpated Parties have made significant contributions to the Debtors’ reorganizational efforts that are important to the success of the Plan. The Plan’s release and exculpation provisions are an inextricable component of the RSA and Plan and the significant deleveraging and financial benefits that they embody.

19.	The Debtors Cannot Predict the Amount of Time Spent in Bankruptcy for the Purpose of Implementing the<br>Plan, and a Lengthy Bankruptcy Proceeding Could Disrupt the Debtors’ Business, as Well as Impair the Prospect for Reorganization<br>on the Terms Contained in the Plan.

Although the prepackaged Plan is designed to minimize the length of the Chapter 11 Cases, it is impossible to predict with certainty the amount of time that the Debtors may spend in bankruptcy, and the Debtors cannot be certain that the Plan will be confirmed. Even if confirmed on a timely basis, a bankruptcy proceeding to confirm the Plan could itself have an adverse effect on the Debtors’ business. A lengthy bankruptcy proceeding also would involve additional expenses and divert the attention of management from the operation of the Debtors’ business.

The disruption that the bankruptcy process would have on the Debtors’ business could increase with the length of time it takes to complete the Chapter 11 Cases. If the Debtors are unable to obtain Confirmation of the Plan on a timely basis, because of a challenge to the Plan or otherwise, the Debtors may be forced to operate in bankruptcy for an extended period of time while they try to develop a different plan of reorganization that can be confirmed. A protracted bankruptcy case could increase both the probability and the magnitude of the adverse effects described above.

20.	The Debtors May Be Unsuccessful in Obtaining First Day Orders to Permit the Debtors to Pay Their Key Vendors<br>and Employees, or to Continue to Perform Customer Contracts and Programs, in the Ordinary Course.

The Debtors have tried to address potential concerns of their key customers, vendors, employees, and other parties in interest that might arise from the filing of the Plan through a variety of provisions incorporated into or contemplated by the Plan. However, there can be no guarantee that the Debtors will be successful in obtaining the necessary approvals of the Bankruptcy Court for such arrangements or for every party in interest the Debtors may seek to treat in this manner, and, as a result, the Debtors’ business might suffer.

21.	The Debtors May Seek to Amend, Waive, Modify, or Withdraw the Plan at Any Time Prior to Its Confirmation.

The Debtors reserve the right, prior to the Confirmation or substantial Consummation thereof, subject to the provisions of Section 1127 of the Bankruptcy Code, applicable law, and the RSA, to amend the terms of the Plan or waive any conditions thereto if and to the extent such amendments or waivers are necessary or desirable to consummate the Plan. The potential impact of any such amendment or waiver on the Holders of Claims and Interests cannot presently be foreseen but may include a change in the economic impact of the Plan on some or all of the proposed Classes or a change in the relative rights of such Classes. All Holders of Claims and Interests will receive notice of such amendments or waivers required by applicable law and the Bankruptcy Court. If, after receiving sufficient acceptances but prior to Confirmation of the Plan, the Debtors seek to modify the Plan, the previously solicited acceptances will be valid only if (1) all Classes of adversely affected creditors and interest Holders accept the modification in writing or (2) the Bankruptcy Court determines, after notice to designated parties, that such modification was de minimis or purely technical or otherwise did not adversely change the treatment of Holders accepting Claims and Interests or is otherwise permitted by the Bankruptcy Code.

22.	The RSA Is Subject to SignificantConditions and Milestones That May Be Difficult to Satisfy.

There are certain material conditions that must be satisfied under the RSA, including the timely satisfaction of milestones in the Chapter 11 Cases. The ability to timely complete such milestones is subject to risks and uncertainties, many of which are beyond the Debtors’ control.

B.	Risks Related to Recoveries Underthe Plan.
1.	The Reorganized Debtors May Not Be Able to Achieve Their Projected Financial Results.
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The Reorganized Debtors may not be able to achieve their projected financial results. The Financial Projections set forth in this Disclosure Statement represent the Debtors’ management team’s best estimate of the Debtors’ future financial performance, which is necessarily based on certain assumptions regarding the anticipated future performance of the Reorganized Debtors’ operations, as well as the United States and world economies in general, and the industry segments in which the Debtors operate in particular. While the Debtors believe that the Financial Projections contained in this Disclosure Statement are reasonable, there can be no assurance that they will be realized. If the Debtors do not achieve the projected financial results, the value of the New Equity Interests may be negatively affected and the Debtors may lack sufficient liquidity to continue operating as planned after the Effective Date. Moreover, the financial condition and results of operations of the Reorganized Debtors from and after the Effective Date may not be comparable to the financial condition or results of operations reflected in the Debtors’ historical financial statements.

2.	Projections and Other Forward-Looking Statements Are Not Assured, and Actual Results May Vary.

Certain of the information contained in this Disclosure Statement is, by nature, forward-looking, contains estimates and assumptions that might ultimately prove to be incorrect, and contains projections which may be materially different from actual future experiences. There are uncertainties associated with any projections and estimates, and they should not be considered assurances or guarantees of the amount of funds or the amount of Claims in the various Classes that might be Allowed. Among other things, estimates will fluctuate based on general economic and business conditions, capital market conditions, and industry-specific and Company-specific factors (including the ability of the Reorganized Debtors to achieve strategic goals, objectives, and targets over applicable periods).

3.	The New Equity Interests Are Subjectto Dilution.

The ownership percentage represented by the New Equity Interests distributed to Holders of Senior Secured Notes Claims on the Effective Date under the Plan will be subject to dilution by on account of the Management Incentive Plan. The New Equity Interests may also be diluted by any other equity interests that may be issued in connection with the Plan or after consummation of the Plan in accordance with the terms of the New Organizational Documents, and the conversion of any options, warrants, convertible securities, exercisable securities, or other securities that may be issued after consummation of the Plan.

4.	The New Equity Interests Will Be Subordinated to the ReorganizedDebtors’ Indebtedness.

In any subsequent reorganization, liquidation, dissolution, or winding up of the Reorganized Debtors, the New Equity Interests will rank below all debt claims against the Reorganized Debtors. As a result, holders of the New Equity Interests will not be entitled to receive any payment or other distribution upon the reorganization, liquidation, dissolution, or winding up of the Reorganized Debtors until after all the Reorganized Debtors’ obligations to their creditors have been satisfied.

5.	The Debtors Might Be Controlledby Significant Holders.

Assuming that the Effective Date occurs, Senior Secured Notes Claims will receive distributions representing all outstanding shares of the New Equity Interests, subject to dilution on account of the Management Incentive Plan. If the holders of a significant portion of the New Equity Interests were to act as a group, such holders would be in a position to control the outcome of actions requiring shareholder approval, including, among other things, the election of directors and the approval of a change of control of the Reorganized Debtors. Such Holders may have interests that differ from those of the other Holders of New Equity Interests and may vote in a manner adverse to the interests of such other Holders. This concentration of ownership may facilitate or may delay, prevent, or deter a change of control of the Reorganized Debtors and consequently impact the value of the shares of the New Equity Interests. In addition, a Holder of a significant number of shares of the New Equity Interest may sell all or a large portion of its shares of the New Equity Interest within a short period of time, which sale may adversely affect the trading price of the shares of the New Equity Interest. A holder of a significant number of shares of the New Equity Interest may, on its own account, pursue acquisition opportunities that may be complementary to the Reorganized Debtors’ businesses, and, as a result, such acquisition opportunities may be unavailable to the Reorganized Debtors. Such actions by Holders of a significant number of shares of the New Equity Interest may have a material adverse impact on the Reorganized Debtors’ businesses, financial condition, and operating results.

6.	Estimated Valuations of the Debtors and the New Equity Interests, and Estimated Recoveries to Holdersof Allowed Claims Are Not Intended to Represent Potential Market Values.

The Debtors’ estimated recoveries to Holders of Allowed Claims are not intended to represent the market value of the Debtors’ Securities. The estimated recoveries are based on numerous assumptions (the realization of many of which will be beyond the control of the Debtors), including: (a) the successful reorganization of the Debtors; (b) an assumed date for the occurrence of the Effective Date; (c) the Debtors’ ability to achieve the operating and financial results included in the Financial Projections; (d) the Debtors’ ability to maintain adequate liquidity to fund operations; (e) the assumption that capital and equity markets remain consistent with current conditions; and (f) the Debtors’ ability to maintain critical existing customer relationships, including customer relationships with key customers.

7.	The Terms of the New Organizational Documents Are Subject to Change Based on Negotiation and the Approvalof the Bankruptcy Court.

The terms of the New Organizational Documents are subject to change based on negotiations between the Debtors and the Consenting Stakeholders. Holders of Claims that are not the Consenting Stakeholders will not participate in these negotiations and the results of such negotiations may affect the rights of equity holders in Reorganized Nine Energy following the Effective Date.

8.	The Terms of the Exit ABL FacilityDocuments Are Subject to Change Based on Negotiations and the Approval of the Bankruptcy Court.

The terms of the Exit ABL Facility Documents are subject to change based on negotiations between the Debtors and the Consenting Stakeholders. Holders of Claims that are not the Consenting Stakeholders will not participate in these negotiations and the results of such negotiations may affect the rights of equity holders in Reorganized Nine Energy following the Effective Date.

9.	A Decline in the Reorganized Debtors’ Credit Ratings Could Negatively Affect the Debtors’Ability to Refinance Their Debt.

The Debtors’ or the Reorganized Debtors’ credit ratings, as applicable, could be lowered, suspended, or withdrawn entirely, at any time by the rating agencies if, in each rating agency’s judgment, circumstances warrant such action, including as a result of exposure to the credit risk and the business and financial condition of the Debtors or the Reorganized Debtors, as applicable. Downgrades in the Reorganized Debtors’ long-term debt ratings may make it more difficult to refinance their debt, if any, and increase the cost of any debt that they may incur in the future.

10.	Certain Tax Implications of the Plan.

Holders of Allowed Claims should carefully review Article XIII of this Disclosure Statement, entitled “Certain United States Federal Income Tax Consequences of the Plan,” to determine how the U.S. federal income tax implications of the Plan and the Chapter 11 Cases may adversely affect the Reorganized Debtors and Holders of certain Claims and Interests, as well as certain tax implications of owning and disposing of the consideration to be received pursuant to the Plan.

C.	Risks Related to the Debtors’and the Reorganized Debtors’ Business.
1.	The Debtors Will Be Subject tothe Risks and Uncertainties Associated with the Chapter 11 Cases.
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For the duration of the Chapter 11 Cases, the Debtors’ ability to operate, develop, and execute a business plan, and continue as a going concern, will be subject to the risks and uncertainties associated with bankruptcy. These risks include the following: (a) ability to develop, confirm, and consummate the Restructuring Transactions specified in the Plan; (b) ability to obtain Bankruptcy Court approval with respect to motions Filed in the Chapter 11 Cases from time to time; (c) ability to maintain relationships with suppliers, vendors, service providers, customers, employees, and other third parties; (d) ability to maintain contracts that are critical to the Debtors’ operations; (e) ability of third parties to seek and obtain Bankruptcy Court approval to terminate contracts and other agreements with the Debtors; (f) ability of third parties to seek and obtain Bankruptcy Court approval to terminate or shorten the exclusivity period for the Debtors to propose and confirm a chapter 11 plan, to appoint a chapter 11 trustee, or to convert the Chapter 11 Cases to chapter 7 proceedings; (g) ability to prevent local insolvency proceedings; and (h) the actions and decisions of the Debtors’ creditors and other third parties who have interests in the Chapter 11 Cases that may be inconsistent with the Debtors’ plans.

These risks and uncertainties could affect the Debtors’ business and operations in various ways. For example, negative events associated with the Chapter 11 Cases could adversely affect the Debtors’ relationships with suppliers, service providers, customers, employees, and other third parties, which in turn could adversely affect the Debtors’ operations and financial condition. Also, the Debtors will need the prior approval of the Bankruptcy Court for transactions outside the ordinary course of business, which may limit the Debtors’ ability to respond timely to certain events or take advantage of certain opportunities. Because of the risks and uncertainties associated with the Chapter 11 Cases, the Debtors cannot accurately predict or quantify the ultimate impact of events that occur during the Chapter 11 Cases that may be inconsistent with the Debtors’ plans.

2.	The Debtors May Not Be Able to Accurately Report Their Financial Results.

The Debtors have established internal controls over financial reporting. However, internal controls over financial reporting may not prevent or detect misstatements or omissions in the Debtors’ financial statements because of their inherent limitations, including the possibility of human error, and the circumvention or overriding of controls or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Debtors fail to maintain the adequacy of their internal controls, the Debtors may be unable to provide financial information in a timely and reliable manner within the time periods required under the terms of the agreements governing the Debtors’ indebtedness. Any such difficulties or failure could materially adversely affect the Debtors’ business, results of operations, and financial condition. Further, the Debtors may discover other internal control deficiencies in the future and/or fail to adequately correct previously identified control deficiencies, which could materially adversely affect the Debtors’ business, results of operations, and financial conditions.

3.	Operating in Bankruptcy for a LongPeriod of Time May Harm the Debtors’ Business.

While the Debtors intend the prepackaged chapter 11 process to be short, the Debtors’ future results will be dependent upon the successful Confirmation and Consummation of the Plan. A long period of operations under Bankruptcy Court protection could have a material adverse effect on the Debtors’ business, financial condition, results of operations, and liquidity. So long as the proceedings related to the Chapter 11 Cases continue, senior management will be required to spend a significant amount of time and effort dealing with the reorganization instead of focusing exclusively on business operations. A prolonged period of operating under Bankruptcy Court protection also may make it more difficult to retain management and other key personnel necessary to the success and growth of the Debtors’ business. In addition, the longer the proceedings related to the Chapter 11 Cases continue, the more likely it is that customers and suppliers will lose confidence in the Debtors’ ability to reorganize their business successfully and will seek to establish alternative commercial relationships.

So long as the proceedings related to the Chapter 11 Cases continue, the Debtors will be required to incur substantial costs for professional fees and other expenses associated with the administration of the Chapter 11 Cases. The chapter 11 proceedings also require the Debtors to seek debtor-in-possession financing to fund operations. If the Debtors are unable to obtain final approval of such financing on favorable terms or at all, or if the Debtors are unable to fully draw on the availability under the DIP Facility, the chances of successfully reorganizing the Debtors’ business may be seriously jeopardized, the likelihood that the Debtors will instead be required to liquidate or sell their assets may be increased, and, as a result, creditor recoveries may be significantly impaired.

Furthermore, the Debtors cannot predict the ultimate amount of all settlement terms for the liabilities that will be subject to a plan of reorganization. Even after a plan of reorganization is approved and implemented, the Reorganized Debtors’ operating results may be adversely affected by the possible reluctance of prospective lenders and other counterparties to do business with a company that recently emerged from bankruptcy protection.

4.	Financial Results May Be Volatileand May Not Reflect Historical Trends.

The Financial Projections attached hereto as Exhibit C are based on assumptions that are an integral part of the projections, including Confirmation and Consummation of the Plan in accordance with its terms, the anticipated future performance of the Debtors, industry performance, general business and economic conditions, and other matters, many of which are beyond the control of the Debtors and some or all of which may not materialize.

In addition, unanticipated events and circumstances occurring after the date hereof may affect the actual financial results of the Debtors’ operations. These variations may be material and may adversely affect the value of the New Equity Interests and the ability of the Debtors to make necessary payments. Because the actual results achieved may vary from projected results, perhaps significantly, the Financial Projections should not be relied upon as a guarantee or other assurance of the actual results that will occur. The information included in this Disclosure Statement does not necessarily conform to the information, including with respect to the Financial Projections, that would be required if the Solicitation was made pursuant to a registration statement filed with the SEC or another securities regulator.

Further, during the Chapter 11 Cases, the Debtors expect that their financial results will continue to be volatile as restructuring activities and expenses and Claims assessments significantly impact the Debtors’ consolidated financial statements. As a result, the Debtors’ historical financial performance likely will not be indicative of their financial performance after the Petition Date. In addition, if the Debtors emerge from the Chapter 11 Cases, the amounts reported in subsequent consolidated financial statements may materially change relative to historical consolidated financial statements, including as a result of revisions to the Debtors’ operating plans pursuant to a plan of reorganization. The Debtors may be required to adopt “fresh start” accounting in accordance with Accounting Standards Codification 852 (“Reorganizations”) in which case their assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on the Debtors’ consolidated balance sheets. The Debtors’ financial results after the application of fresh start accounting may be different from historical trends. The Financial Projections contained herein do not currently reflect the impact of “fresh start” accounting.

Lastly, the business plan was developed by the Debtors with the assistance of their advisors. There can be no assurances that the Debtors’ business plan will not change, perhaps materially, as a result of decisions that the board of directors may make after fully evaluating the strategic direction of the Debtors and their business plan. Any deviations from the Debtors’ existing business plan would necessarily cause a deviation.

5.	The Reorganized Debtors May NotBe Able to Implement the Business Plan.

While the Debtors believe that Consummation of the Plan will put them in a strong position to implement their go-forward business plan, various factors beyond the Reorganized Debtors’ control may hinder or prevent their successful implementation of the business plan. In particular, the Reorganized Debtors’ successful implementation of the business plan depends significantly on maintaining and growing their customer base. Given the evolving nature of the OFS industry and volatility of oil and gas prices, there can be no assurance that the Reorganized Debtors will maintain and grow their customer base. The erosion of the Reorganized Debtors’ customer base may materially and adversely affect their operating results and hinder or prevent their successful implementation of the business plan.

6.	The Debtors’ Business is Subject to Various Laws and Regulations That Can Adversely Affect theCost, Manner, or Feasibility of Doing Business.

The Debtors’ operations are subject to various federal, state, and local laws and regulations. The Debtors may be required to make large expenditures to comply with such regulations. Failure to comply with these laws and regulations may result in the suspension or termination of operations and subject the Debtors to administrative, civil, and criminal penalties, which could have a material adverse effect on the business, financial condition, results of operations, and cash flows of the Reorganized Debtors.

7.	The Reorganized Debtors May Be Adversely Affected by Potential Litigation, Including Litigation ArisingOut of the Chapter 11 Cases.

In addition to litigation previously commenced against the Debtors, including ongoing litigation involving the Debtors’ BreakThru Casing Flotation Device™, the Reorganized Debtors may become parties to litigation in the future. In general, litigation can be expensive and time consuming to bring or defend against. Such litigation could result in settlements or damages that could significantly affect the Reorganized Debtors’ financial results. It is also possible that certain parties will commence litigation with respect to the treatment of their Claims under the Plan. It is not possible to predict the potential litigation that the Reorganized Debtors may become party to, nor the final resolution of such litigation. The impact of any such litigation on the Reorganized Debtors’ business and financial stability, however, could be material.

With certain exceptions, the filing of the Chapter 11 Cases operates as a stay with respect to the commencement or continuation of litigation against the Debtors that was or could have been commenced before the commencement of the Chapter 11 Cases. In addition, the Debtors’ liability with respect to litigation stayed by the commencement of the Chapter 11 Cases generally is subject to discharge, settlement, and release upon confirmation of a plan under chapter 11, with certain exceptions. Therefore, certain litigation claims against the Debtors may be subject to discharge in connection with the Chapter 11 Cases.

8.	The Loss of Key Personnel Could Adversely Affect the Debtors’ Operations.

The Debtors’ operations are dependent on a relatively small group of key management personnel and a highly skilled employee base. The Debtors’ recent liquidity issues and the Chapter 11 Cases have created distractions and uncertainty for key management personnel and employees. As a result, the Debtors have experienced and may continue to experience increased levels of employee attrition. Because competition for experienced personnel can be significant, the Debtors may be unable to find acceptable replacements with comparable skills and experience and the loss of such key management personnel could adversely affect the Debtors’ ability to operate their business. In addition, a loss of key personnel or material erosion of employee morale could have a material adverse effect on the Debtors’ ability to meet expectations, thereby adversely affecting the Debtors’ business and the results of operations.

9.	The Debtors Could Fail to Retainor Attract Customers, Which Would Adversely Affect the Debtors’ Business and Financial Results.

The Debtors’ future revenue is dependent in large part upon the retention and growth of their existing customer base, in terms of customers continuing to purchase products and services. Existing customers may purchase fewer products and services or turn to alternative product and service providers, which could have a material adverse effect on the Debtors’ business and results of operations. In such cases, there can be no assurance that the Debtors will be able to retain their current customers.

A variety of factors could affect the Debtors’ ability to successfully retain and attract customers, including the level of demand for their products and services, oil and natural gas prices, the quality of the Debtors’ customer service, the Debtors’ ability to acquire and develop new products and services desired by customers, and the Debtors’ ability to integrate and manage any acquired business. Further, the industry in which the Debtors operate is highly competitive and the Debtors may not be able to compete effectively. The Debtors’ revenue comes from the sale of the Debtors’ products and services. It is impossible to predict with perfect accuracy what market demand for such offerings will be. Further, the Debtors’ business is highly tied to the oil and gas market, and interest rates, tariffs, employment, fuel costs, and general economic conditions may impact the market and therefore customers’ need for the Debtors’ services.

10.	Demand for the Debtors’ Products is Cyclical and Vulnerable to Economic Volatility and Customers’<br>Ability to Meet Existing Payment Obligations.

The onshore oil and natural gas sectors have been, and will likely continue to be, cyclical in nature and vulnerable to general downturns in the economy and volatility in current and expected oil and natural gas prices. Consequently, the results of the Debtors’ operations have fluctuated and may continue to fluctuate depending on the demand for products from these industries. Global geopolitical and economic conditions, including conflicts, tariffs imposed by the U.S. and other countries or retaliatory trade measures, instability, acts of war, and terrorism in oil producing countries or regions, may negatively impact customers’ willingness and ability to fund their projects. These conditions may make it difficult for the Debtors’ customers to accurately forecast future business trends and plan activities, thereby causing the Debtors’ customers to slow or curb spending on the Debtors’ products or seek contract terms more favorable to them. In addition, customers’ ability to timely pay invoices may be affected by the same economic uncertainties described herein, among other market forces. If the Debtors’ customers are not able to make such payments in a timely manner, or at all, the Debtors could be forced to absorb these costs.

11.	Deterioration in Business Relationships May Impact the Ability to Source Materials.

The Debtors’ success depends in part on their ability to source the materials necessary to produce and sell the Debtors’ products. These materials are sourced from a broad range of suppliers. As a result, the Debtors’ business depends on maintaining productive business relationships with their international and dispersed network of third-party suppliers. The Debtors’ operations could be disrupted if such business relationships decline, for whatever reason, or if such suppliers go out of business or are unable to provide materials to the Debtors as they have on a historical basis. There is a risk that economic conditions could lead to financial, operational, production, labor, regulatory, or quality assurance difficulties that could result in a reduction or interruption in the Debtors’ raw material supply.

12.	Certain Other Contingencies May Have a Material Adverse Effect on the Debtors’ Business.

The occurrence or non-occurrence of any or all of the following contingencies, and any others, may have a material adverse effect on the Debtors’ business, financial condition or results of operations, and as a result. The risks and uncertainties described below are not the only risks that the Debtors face. Additional risks and uncertainties not currently known to the Debtors or that the Debtors currently deem to be immaterial may also have a material adverse effect on the Debtors’ business, financial condition or results of operations. Such risks and contingencies include:

·	volatile and uncertain costs and availability of energy and raw materials utilized for the Debtors’<br>products;
·	volatility or disruptions involving the onshore oil and gas industry, including with respect to the discovery<br>rates of new oil and natural gas reserves, the domestic and foreign supply of, and demand for, oil and natural gas, and available pipeline,<br>storage, and other transportation capacity;
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·	disruptions in the supply of raw materials and high concentration of the Debtors’ supplier base;
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·	disruptions in global or regional macroeconomic and geopolitical conditions, including by the potential<br>actions of foreign governments, state-controlled oil companies, and other international actors;
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·	change<br>in trade policies;
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·	risks related to conducting operations in different countries;
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·	significant competition in the Debtors’ markets;
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·	competition from new market entrants and competing completion technology;
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·	the loss of key customers for the Debtors’ products, or increased customer concentration due to<br>industry consolidation;
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·	impact of environmental concerns on the Debtors’ sales;
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·	the Debtors’ high fixed costs;
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·	changes in oil and gas regulations and their enforcement;
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·	current and future environmental, health and safety and other governmental requirements;
·	the Debtors’ failure to develop new products or improve existing products that meet the Debtors’<br>customers’ needs, as well as delays in the development of new products.
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·	interruptions in the operations of the Debtors’ manufacturing plants;
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·	the Debtors’ inability to fund the capital investment requirements of the Debtors’ business;
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·	the Debtors’ inability to successfully consummate acquisitions or integrate acquired businesses;
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·	conditions inherent in the OFS industry, such as damage involving equipment, explosions and uncontrollable<br>flows of gas or well fluids, and loss of well control;
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·	potential liability for damages related to the contamination of soil and groundwater or other types of<br>damages due to the presence of hazardous materials at the Debtors’ facilities or in the Debtors’ products;
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·	governmental and market responses to concerns relating to greenhouse gas emissions, climate change, and potentially increased costs related thereto;
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·	potential liability for damages based on product liability claims;
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·	the Debtors’ exposure to currency fluctuations in several countries;
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·	volatility in energy prices and the Debtors’ inability to pass resulting increased costs on to the<br>Debtors’ customers;
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·	the Debtors’ inability to successfully implement the Debtors’ business strategies, including<br>cost savings and other growth initiatives;
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·	any disruptions in the services of the Debtors’ external transportation and warehousing providers;
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·	higher employment costs;
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·	the failure to maintain good employee relations;
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·	dependence on the continued service of the Debtors’ senior management;
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·	fluctuations in the financial markets that may adversely affect the Debtors’ assets and the Debtors’<br>future cash flows;
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·	the failure of the Debtors’ patents, trademarks, models and confidentiality agreements to protect<br>the Debtors’ intellectual property;
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·	the Debtors’ failure to comply with the U.S. Foreign Corrupt Practices Act, trade and economic sanctions<br>and other similar laws, and resulting penalties and damage to the Debtors’ reputation;
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·	the Debtors’ current and future involvement in legal proceedings;
·	challenges by tax authorities to the Debtors’ historical and future tax positions or the Debtors’<br>allocation of taxable income among the Debtors’ subsidiaries, as well as changes in the tax laws to which the Debtors are subject;
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·	cyber risk and the failure to maintain the integrity of the Debtors’ operational or security systems<br>or infrastructure, or those of third parties with which the Debtors do business;
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·	sudden fluctuations and seasonal changes in demand for the Debtors’ customers’ products;
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·	changes to the Debtors’ insurance coverage;
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·	competition and antitrust laws;
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·	the quality and reliability of the facilities, machinery and equipment provided by the Debtors’<br>technology and telecommunications providers and the Debtors’ reliance on a limited number of suppliers of such technology; and
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·	the adequacy of the Debtors’ accounting, planning or internal financial controls and related systems<br>to prevent and discover previous or future breaches of laws and regulations and generally to manage risks.
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13.	The Reorganized Debtors May Not Be Able to Generate or Receive Sufficient Cash to Service All of TheirIndebtedness and May Be Forced to Take Other Actions to Satisfy their Obligations, Which May Not Be Successful.
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The Reorganized Debtors’ ability to make scheduled payments on, or refinance their debt obligations, depends on the Reorganized Debtors’ financial condition and operating performance, which are subject to prevailing economic, industry, and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond the Reorganized Debtors’ control. The Reorganized Debtors may be unable to maintain a level of cash flow from operating activities sufficient to permit the Reorganized Debtors to pay the principal, premium, if any, and interest and/or fees on their indebtedness. In addition, if the Reorganized Debtors need to refinance their debt, obtain additional financing, or sell assets or equity, they may not be able to do so on commercially reasonable terms, if at all.

If cash flows and capital resources are insufficient to fund the Reorganized Debtors’ debt obligations, they could face substantial liquidity problems and might be forced to reduce or delay investments and capital expenditures, or to dispose of assets or operations, seek additional capital or restructure or refinance debt, including the Exit ABL Facility. These alternative measures may not be successful, may not be completed on economically attractive terms, or may not be adequate to satisfy their debt obligations when due.

Further, if the Reorganized Debtors suffer or appear to suffer from a lack of available liquidity, the evaluation of their creditworthiness by counterparties and rating agencies and the willingness of third parties to do business with them could be adversely affected.

D.	Risks Related to the Offer and Issuance of Securities Under the Plan.
1.	Holders of New Equity Interestsand Other Securities May Be Restricted in Their Ability to Transfer or Sell Their Securities.
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Before the Petition Date, the offering, issuance, and distribution of any New Equity Interests and/or the offering, issuance, and distribution of any Other Securities shall be exempt from the registration requirements of the Securities Act in reliance upon section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or in reliance on Regulation S under the Securities Act.

After the Petition Date, pursuant to section 1145 of the Bankruptcy Code, or, to the extent that section 1145 of the Bankruptcy Code is either not permitted or not applicable, section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, Regulation S under the Securities Act, and/or other available exemptions from registration, the offering, issuance, and distribution of the New Equity Interests as contemplated herein and/or the offering, issuance, and distribution of Other Securities, if any, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable U.S. federal, state, or local laws requiring registration prior to the offering, issuance, distribution, or sale of Securities.

The New Equity Interests and the Other Securities, if any, that may be issued pursuant to the exemption from registration set forth in section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, Regulation S under the Securities Act, and/or other available exemptions from registration will be considered “restricted securities,” will bear customary legends and transfer restrictions, and may not be transferred except pursuant to an effective registration statement or under an available exemption from the registration requirements of the Securities Act and subject to any restrictions on the transferability of such New Equity Interests and the Other Securities in the New Organizational Documents.

See Article XII of this Disclosure Statement, entitled “Certain Securities Law Matters,” for additional details.

2.	A Liquid Trading Market for theNew Equity Interests May Not Develop.

Although the Debtors may apply to relist the New Equity Interests on a national securities exchange, the Debtors make no assurance that they will be able to obtain this listing or, even if the Debtors do, that liquid trading markets for the New Equity Interests will develop in a timely fashion or at all. The liquidity of any market for New Equity Interests will depend upon, among other things, the number of Holders of the New Equity Interests, the Debtors’ financial performance, and the market for similar securities, which are outside of the Debtors’ control and cannot be determined or predicted. Accordingly, there can be no assurance that an active trading market for the New Equity Interests will develop in a timely fashion or at all, nor can any assurance be given as to the liquidity or prices at which such securities might be traded. In the event an active trading market does not develop in a timely fashion or at all, the ability to transfer or sell the New Equity Interests may be substantially limited, and the price for shares of the New Equity Interests may materially decline or may be considered unfavorable. You may be required to bear the financial risk of your ownership of the New Equity Interests indefinitely.

3.	Certain Securities will be Subjectto Resale Restrictions.

The New Equity Interests to be issued under the Plan have not been registered under the Securities Act, any state securities laws, or the laws of any other jurisdiction. Such securities are being issued and sold pursuant to an exemption from registration under the applicable securities laws. Accordingly, such securities will be subject to resale restrictions and may be resold, exchanged, assigned, or otherwise transferred only pursuant to registration, or an applicable exemption from registration, under the Securities Act, and other applicable law. In addition, holders of New Equity Interests will be subject to the New Organizational Documents. Further, any 1145 Securities issued pursuant to section 1145(a) of the Bankruptcy Code to persons who are deemed to be “underwriters” under section 1145(b) of the Bankruptcy Code will also be subject to resale restrictions. SeeArticle XII of this Disclosure Statement, entitled “Certain Securities Law Matters,” for additional details.

4.	The Trading Price for the New EquityInterests May Be Depressed Following the Effective Date.

Following the Effective Date, certain shares of the New Equity Interests may be sold to satisfy withholding tax requirements, to the extent necessary to fund such requirements. In addition, Holders of Claims that receive the New Equity Interests may seek to sell such securities in an effort to obtain liquidity. These sales and the volume of New Equity Interests available for trading could cause the trading price for the New Equity Interests to be depressed, particularly in the absence of an established trading market for the New Equity Interests.

X.	SOLICITATIONAND VOTING PROCEDURES.

This Disclosure Statement is being distributed to Holders of Senior Secured Notes Claims in connection with the Solicitation of votes to accept or reject the Plan. This Disclosure Statement is accompanied by the Ballot, a ballot to be used for voting on the Plan.

A.	Holders of Claims Entitled to Vote on the Plan.

Under the provisions of the Bankruptcy Code, not all holders of claims against or interests in a debtor are entitled to vote on a chapter 11 plan. The table in Article III.E of this Disclosure Statement, entitled “Am I entitled to vote on the Plan?” provides a summary of the status and voting rights of each Class (and, therefore, of each Holder within such Class absent an objection to the Holder’s Claim) under the Plan.

The Debtors are soliciting votes to accept or reject the Plan only from Holders of Claims in Class 4 (the “Voting Class”). The Holders of Claims in the Voting Class are Impaired under the Plan and may, if the Plan is Confirmed and Consummated, receive a distribution under the Plan. Accordingly, Holders of Claims in the Voting Class have the right to vote to accept or reject the Plan.

The Debtors are not soliciting votes on the Plan from Holders of Claims or Interests in Classes 1, 2, 3, 5, 6, 7, 8, or 9.

B.	Voting Record Date

The Voting Record Dateis January 30, 2026 (the “Voting Record Date”). The Voting Record Date is the date on which it will be determined which Holders of Senior Secured Notes Claims in the Voting Class are entitled to vote to accept or reject the Plan, and whether Claims and Interests have been properly assigned or transferred under Bankruptcy Rule 3001(e) such that an assignee or transferee, as applicable, can vote to accept or reject the Plan as the Holder of a Claim or Interest.

C.	Voting on the Plan.

Detailed instructions regarding how eligible Holders of Claims or Interest can vote on the Plan are contained on the Ballots distributed to Holder of Claims that are entitled to vote on the Plan. For your vote to be counted, your Ballot must be properly completed, executed, and delivered as directed, so that the Ballot containing your vote is actually received by the Claims and Noticing Agent on or before the VotingDeadline, i.e., March 2, 2026 at 11:59 p.m., prevailing Central Time.

D.	Ballots Not Counted.

No Ballot will be countedtoward Confirmation of the Plan if, among other things: (1) it is illegible or contains insufficient information to permit the identification of the Holder of the Claim; (2) it is not actually received by the Claims and Noticing Agent by the Voting Deadline, unless the Debtors determine otherwise or as permitted by the Bankruptcy Court; (3) it was cast by an entity that is not entitled to vote on the Plan; (4) it was sent to any person or entity other than the Claims and Noticing Agent; (5) it is unsigned; (6) it is not clearly marked to either accept or reject the Plan or it is marked both to accept and reject the Plan (7) it partially rejects and partially accepts the Plan in the Voting Class; (8) it is superseded by a later, timely submitted valid Ballot; or (9) it is improperly submitted. Please refer to your Ballot for additional requirements with respect to voting to accept or reject the Plan.

AnyBallot received after the Voting DEADLINE THAT IS otherwise in compliance with the SOLICITATION AND VOTING PROCEDURES PROVIDED IN THISARTICLE X OF THIS dISCLOSURE sTATEMENT OR THE DIRECTIONS AND REQUIREMENTSSET FORTH IN YOUR BALLOT will not be counted WITH RESPECT TO voting on the plan without the consent of the company.

E.	Votes Required for Acceptance by a Class.

Under the Bankruptcy Code, acceptance of a plan of reorganization by a class of claims or interests is determined by calculating the amount and, if a class of claims, the number, of claims and interests voting to accept, as a percentage of the allowed claims or interests, as applicable, that have voted. Acceptance by a class of claims requires an affirmative vote of more than one-half in number of total allowed claims that have voted and an affirmative vote of at least two-thirds in dollar amount of the total allowed claims that have voted. Acceptance by a class of interests requires an affirmative vote of at least two-thirds in amount of the total allowed interests that have voted.

F.	Solicitation Procedures.
1.	Claims and Noticing Agent
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The Debtors have retained Epiq to act as, among other things, the Claims and Noticing Agent in connection with the Solicitation of votes to accept or reject the Plan.

2.	Solicitation Package

The following materials constitute the solicitation package distributed to Holders of Claims in the Voting Class (collectively, the “Solicitation Package”): (a) the Plan; (b) this Disclosure Statement (including all exhibits attached thereto); and (c) the appropriate Ballot in the form attached to the Order as Exhibits 3A and 3B.

3.	Distribution of the Solicitation Package and Plan Supplement

The Debtors will cause the Claims and Noticing Agent to commence distribution of the Solicitation Package to Holders of Claims in the Voting Class on February 1, 2026, which is 29 days before the Voting Deadline (i.e., 11:59 p.m. (prevailing Central Time) on March 2, 2026).

The Solicitation Package (except the Ballot) may also be obtained from the Claims and Noticing Agent by: (a) calling the Debtors’ restructuring hotline at (877) 269-3874 (domestic) or +1 (971) 257-1895 (international), (b) emailing balloting@epiqglobal.com with “In re: Nine – Solicitation Inquiry” in the subject line, and/or (c) writing to the Claims and Noticing Agent at Nine Energy Service, Inc., et al. Ballot & Claims Processing Center, c/o Epiq Corporate Restructuring, LLC, P.O. Box 4421, Beaverton, Oregon 97076-4421. After the Debtors file the Chapter 11 Cases, you may also obtain copies of any pleadings Filed with the Bankruptcy Court for free by visiting the Debtors’ restructuring website, http://dm.epiq11.com/NineEnergy (free of charge), or for a fee via PACER at https://www.pacer.gov/.

The Debtors shall file the initial Plan Supplement with the Bankruptcy Court no later than February 23, 2026, at 4:00 p.m., prevailing Central Time. If the Plan Supplement is updated or otherwise modified, such modified or updated documents will be made available on the Debtors’ restructuring website.

XI.	CONFIRMATION OF THE PLAN.
A.	The Combined Hearing.
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Under section 1129(a) of the Bankruptcy Code, the Bankruptcy Court, after notice, may hold a hearing to confirm a plan of reorganization. The Debtors will request, on the Petition Date, that the Bankruptcy Court set a hearing to approve the Plan and Disclosure Statement. The Combined Hearing may, however, be continued or adjourned from time to time without further notice to parties in interest other than an adjournment announced in open court a notice of adjournment Filed with the Bankruptcy Court and served in accordance with the Bankruptcy Rules. Subject to section 1127 of the Bankruptcy Code and the RSA, the Plan may be modified, if necessary, prior to, during, or as a result of the Combined Hearing, without further notice to parties in interest.

Additionally, section 1128(b) of the Bankruptcy Code provides that a party in interest may object to Confirmation. The Debtors, in the same motion requesting a date for the Combined Hearing, will request that the Bankruptcy Court set a date and time for parties in interest to File objection to Confirmation of the Plan. An objection to Confirmation of the Plan must be Filed with the Bankruptcy Court and served on the Debtors and certain other parties in interest in accordance with the applicable order of the Bankruptcy Court so that it is actually received on or before the deadline to File such objections as set forth therein.

B.	Requirements for Confirmation of the Plan.

Among the requirements for Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code are: (a) the Plan is accepted by all Impaired Classes of Claims or Interests, or if rejected by an Impaired Class, the Plan “does not discriminate unfairly” and is “fair and equitable” as to the rejecting Impaired Class; (b) the Plan is feasible; and (c) the Plan is in the “best interests” of Holders of Claims or Interests.

At the Combined Hearing, the Bankruptcy Court will determine whether the Plan satisfies all of the requirements of section 1129 of the Bankruptcy Code. The Debtors believe that: (i) the Plan satisfies, or will satisfy, all of the necessary statutory requirements of chapter 11 for Confirmation; (ii) the Debtors have complied, or will have complied, with all of the necessary requirements of chapter 11 for Confirmation; and (iii) the Plan has been proposed in good faith.

C.	Best Interests of Creditors/Liquidation Analysis.

Often called the “best interests” test, section 1129(a)(7) of the Bankruptcy Code requires that a bankruptcy court find, as a condition to confirmation, that a chapter 11 plan provides, with respect to each impaired class, that each holder of a claim or interest in such impaired class either (a) has accepted the plan or (b) will receive or retain under the plan property of a value that is not less than the amount that the non-accepting holder would receive or retain if the debtors liquidated under chapter 7.

Attached hereto as ExhibitD and incorporated herein by reference is a liquidation analysis (the “Liquidation Analysis”) prepared by the Debtors with the assistance of the Debtors’ advisors and reliance upon the valuation methodologies utilized by the Debtors’ advisors. As reflected in the Liquidation Analysis, the Debtors believe that liquidation of the Debtors’ business under chapter 7 of the Bankruptcy Code would result in substantial diminution in the value to be realized by Holders of Claims or Interests as compared to distributions contemplated under the Plan. Consequently, the Debtors and their management believe that Confirmation of the Plan will provide a substantially greater return to Holders of Claims or Interests than would a liquidation under chapter 7 of the Bankruptcy Code.

If the Plan is not confirmed, and the Debtors fail to propose and confirm an alternative plan of reorganization, the Debtors’ business may be liquidated pursuant to the provisions of a chapter 11 liquidating plan. In liquidations under chapter 11, the Debtors’ assets could be sold in an orderly fashion over a more extended period of time than in a liquidation under chapter 7. Thus, a chapter 11 liquidation may result in larger recoveries than a chapter 7 liquidation, but the delay in distributions could result in lower present values received and higher administrative costs. Any distribution to Holders of Claims or Interests (to the extent Holders of Interests would receive distributions at all) under a chapter 11 liquidation plan would most likely be substantially delayed. Most importantly, the Debtors believe that any distributions to creditors in a chapter 11 liquidation scenario would fail to capture the significant going-concern value of their business, which is reflected in the New Equity Interests to be distributed under the Plan. Accordingly, the Debtors believe that a chapter 11 liquidation would not result in distributions as favorable as those under the Plan.

D.	Valuation Analysis.

In conjunction with formulating the Plan and satisfying its obligations under section 1129 of the Bankruptcy Code, the Debtors determined that it was necessary to estimate the going concern value of the Reorganized Debtors pursuant to the Plan as of the assumed Effective Date. Accordingly, the Debtors, with the assistance of Moelis, produced the valuation analysis that is set forth in Exhibit E attached hereto (the “Valuation Analysis”) and is incorporated herein by reference. As set forth in the Valuation Analysis, the Reorganized Debtors’ going concern value is estimated to be substantially less than the aggregate amount of its funded debt obligations. Accordingly, the Valuation Analysis further supports the Debtors’ conclusion that the treatment of Classes under the Plan is fair and equitable and otherwise satisfies the Bankruptcy Code’s requirements for confirmation.

E.	Feasibility.

Section 1129(a)(11) of the Bankruptcy Code requires that confirmation of a plan of reorganization is not likely to be followed by the liquidation, or the need for further financial reorganization of the debtor, or any successor to the debtor (unless such liquidation or reorganization is proposed in such plan of reorganization).

To determine whether the Plan meets this feasibility requirement, the Debtors, with the assistance of their advisors, have analyzed their ability to meet their respective obligations under the Plan. As part of this analysis, the Debtors have prepared their projected consolidated balance sheet, income statement, and statement of cash flows. Creditors and other interested parties should review Article IX of this Disclosure Statement entitled “Risk Factors” for a discussion of certain factors that may affect the future financial performance of the Reorganized Debtors.

The Financial Projections are attached hereto as Exhibit C and incorporated herein by reference. Based upon the Financial Projections, the Debtors believe that they will be a viable operation following the Chapter 11 Cases and that the Plan will meet the feasibility requirements of the Bankruptcy Code.

F.	Acceptance by Impaired Classes.

The Bankruptcy Code requires, as a condition to confirmation, except as described in the following section, that each class of claims or interests impaired under a plan, accept the plan. A class that is not “impaired” under a plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such a class is not required.^8^

^8^

A class of claims is “impaired” within the meaning of section 1124 of the Bankruptcy Code unless the plan (a) leaves unaltered the legal, equitable, and contractual rights to which the claim or equity interest entitles the holder of such claim or equity interest or (b) cures any default, reinstates the original terms of such obligation, compensates the holder for certain damages or losses, as applicable, and does not otherwise alter the legal, equitable, or contractual rights to which such claim or equity interest entitles the holder of such claim or equity interest.

Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds in dollar amount and more than one-half in a number of allowed claims in that class, counting only those claims that have actually voted to accept or to reject the plan. Thus, a class of Claims will have voted to accept the Plan only if two-thirds in amount and a majority in number of the Allowed Claims in such Class that vote on the Plan actually cast their Ballots in favor of acceptance.

Section 1126(d) of the Bankruptcy Code defines acceptance of a plan by a class of impaired interests as acceptance by holders of at least two-thirds in amount of allowed interests in that class, counting only those interests that have actually voted to accept or to reject the plan. Thus, a Class of Interests will have voted to accept the Plan only if two-thirds in amount of the allowed interests in such Class that vote on the Plan actually cast their Ballots in favor of acceptance.

Pursuant to Article III.E of the Plan, if a Class contains Claims or Interests that are eligible to vote and no Holders of Claims or Interests eligible to vote in such Class vote to accept or reject the Plan, the Holders of such Claims or Interests in such Class shall be deemed to have accepted the Plan.

G.	Confirmation Without Acceptance by All Impaired Classes.

Section 1129(b) of the Bankruptcy Code allows a bankruptcy court to confirm a plan even if all impaired classes have not accepted it; provided that the plan has been accepted by at least one impaired class. Pursuant to section 1129(b) of the Bankruptcy Code, notwithstanding an impaired class’s rejection or deemed rejection of the plan, the plan will be confirmed, at the plan proponent’s request, in a procedure commonly known as a “cramdown” so long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to each class of claims or interests that is impaired under, and has not accepted, the plan.

If any Impaired Class rejects the Plan, the Debtors reserve the right to seek to confirm the Plan utilizing the “cramdown” provision of section 1129(b) of the Bankruptcy Code. To the extent that any Impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors may request Confirmation of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan or any Plan Supplement document, including the right to amend or modify the Plan or any Plan Supplement document to satisfy the requirements of section 1129(b) of the Bankruptcy Code.

1.	No Unfair Discrimination.

The “unfair discrimination” test applies to classes of claims or interests that are of equal priority and are receiving different treatment under a plan. The test does not require that the treatment be the same or equivalent, but that treatment be “fair.” In general, bankruptcy courts consider whether a plan discriminates unfairly in its treatment of classes of claims or interests of equal rank (e.g., classes of the same legal character). Bankruptcy courts will take into account a number of factors in determining whether a plan discriminates unfairly. A plan could treat two classes of unsecured creditors differently without unfairly discriminating against either class.

2.	Fair and Equitable Test.

The “fair and equitable” test applies to classes of different priority and status (e.g., secured versus unsecured) and includes the general requirement that no class of claims receive more than 100 percent of the amount of the allowed claims in the class. As to the dissenting class, the test sets different standards depending upon the type of claims or interests in the class.

The Debtors submit that if the Debtors “cramdown” the Plan pursuant to section 1129(b) of the Bankruptcy Code, the Plan is structured so that it does not “discriminate unfairly” and satisfies the “fair and equitable” requirement. With respect to the unfair discrimination requirement, all Classes under the Plan are provided treatment that is substantially equivalent to the treatment that is provided to other Classes that have equal rank. With respect to the fair and equitable requirement, no Class under the Plan will receive more than 100 percent of the amount of Allowed Claims or Interests in that Class. The Debtors believe that the Plan and the treatment of all Classes of Claims or Interests under the Plan satisfy the foregoing requirements for nonconsensual Confirmation of the Plan.

XII.	CERTAIN SECURITIES LAW MATTERS.
A.	New Equity Interests.
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As discussed herein, the Plan provides for the offer, issuance, sale, and distribution of New Equity Interests to certain Holders of Claims and Interests against the Debtors. The Debtors believe that the class of New Equity Interests will be “securities,” as defined in section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code and any applicable Blue-Sky Law.

The following discussion of the issuance and transferability of the New Equity Interests relates solely to matters arising under U.S. federal and state securities laws. The rights of Holders of New Equity Interests, including the right to transfer New Equity Interests, will also be subject to any restrictions in the New Organizational Documents to the extent applicable. Recipients of the New Equity Interests are advised to consult with their own legal advisors as to the availability of any exemption from registration under the Securities Act, any applicable Blue-Sky Laws, and any other applicable securities laws.

B.	Exemption from Registration Requirements; Issuance of New Equity Interests and Other Securities Under<br>the Plan.

Prior to the Petition Date, the Debtors are relying on section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or Regulation S under the Securities Act, and similar Blue-Sky Laws provisions, to exempt from registration under the Securities Act and Blue-Sky Laws the offer of New Equity Interests and any Other Securities to Holders of Senior Secured Notes Claims and Nine Energy Equity Interests, as may be applicable. Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder provide that the offering, issuance, and distribution of securities by an issuer in transactions not involving any public offering are exempt from registration under the Securities Act. Regulation S under the Securities Act provides an exemption from registration under the Securities Act for the offering, issuance, and distribution of securities in certain transactions to persons outside of the United States.

After the Petition Date, the Debtors believe that the issuance of the New Equity Interests (other than the New Equity Interests underlying the Management Incentive Plan) and any Other Securities will be exempt from federal registration requirements under section 1145 of the Bankruptcy Code, except in certain limited circumstances as explained in more detail in this Disclosure Statement and/or the Plan. For the avoidance of doubt, any securities that may not be issued to persons pursuant to section 1145 of the Bankruptcy Code are expected to be issued in reliance upon the exemption from registration set forth in section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder and/or Regulation S under the Securities Act.

In addition, the Debtors believe that any New Equity Interests and any Other Securities underlying the Management Incentive Plan will be offered, issued, and distributed in reliance upon section 4(a)(2) of the Securities Act, Regulation D and Rule 701 promulgated thereunder and/or Regulation S under the Securities Act, will be considered “restricted securities,” and may not be transferred except pursuant to an effective registration statement under the Securities Act or an available exemption therefrom.

Accordingly, no registration statement will be filed under the Securities Act or any state securities laws with respect to the initial offer, issuance, and distribution of any New Equity Interests and any Other Securities. Recipients of the New Equity Interests and any Other Securities are advised to consult with their own legal advisors as to the availability of any exemption from registration under the Securities Act and any applicable Blue-Sky Laws. As discussed below, the exemptions provided for in section 1145(a) do not apply to an entity that is deemed an “underwriter” as such term is defined in section 1145(b) of the Bankruptcy Code.

C.	Resales of New Equity Interests and Other Securities; Definition of “Underwriter” Under Section<br>1145(b) of the Bankruptcy Code.
1.	Resales of New Equity Interests and Other Securities Issued Pursuant to Section 1145.
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The New Equity Interests (other than any New Equity Interests underlying the Management Incentive Plan) and any Other Securities to the extent offered, issued and distributed pursuant to section 1145 of the Bankruptcy Code, (i) will not be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, and (ii) will be transferable without registration under the Securities Act in the United States by the recipients thereof that are not, and have not been within ninety (90) days of such transfer, an “affiliate” of the Debtors as defined in Rule 144(a)(1) under the Securities Act, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an “underwriter” in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the SEC or state or local securities laws, if any, applicable at the time of any future transfer of such securities or instruments.

Section 1145(b)(1) of the Bankruptcy Code defines an “underwriter” as one who, except with respect to “ordinary trading transactions” of an entity that is not an “issuer”: (1) purchases a claim against, interest in, or claim for an administrative expense in the case concerning, the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such claim or interest; (2) offers to sell securities offered or sold under a plan for the holders of such securities; (3) offers to buy securities offered or sold under a plan from the holders of such securities, if such offer to buy is (a) with a view to distribution of such securities and (b) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of securities under the plan; or (4) is an issuer of the securities within the meaning of section 2(a)(11) of the Securities Act. In addition, a Person who receives a fee in exchange for purchasing an issuer’s securities could also be considered an underwriter within the meaning of section 2(a)(11) of the Securities Act.

The definition of an “issuer” for purposes of whether a Person is an underwriter under section 1145(b)(1)(D) of the Bankruptcy Code, by reference to section 2(a)(11) of the Securities Act, includes as “statutory underwriters” all “affiliates,” which are all Persons who, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with, an issuer of securities. The reference to “issuer,” as used in the definition of “underwriter” contained in section 2(a)(11) of the Securities Act, is intended to cover “Controlling Persons” of the issuer of the securities. “Control,” as defined in Rule 405 of the Securities Act, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Accordingly, an officer or director of a reorganized debtor or its successor under a plan of reorganization may be deemed to be a “Controlling Person” of the debtor or successor, particularly if the management position or directorship is coupled with ownership of a significant percentage of the reorganized debtor’s or its successor’s voting securities. In addition, the legislative history of section 1145 of the Bankruptcy Code suggests that a creditor who owns 10 percent or more of a class of voting securities of a reorganized debtor may be presumed to be a “Controlling Person” and, therefore, an underwriter.

Resales of the New Equity Interests and any Other Securities to be distributed pursuant to the Plan by entities deemed to be “underwriters” (which definition includes “Controlling Persons”) are not exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable law. Under certain circumstances, holders of such New Equity Interests and any Other Securities who are deemed to be “underwriters” may be entitled to resell their New Equity Interests and any Other Securities pursuant to the limited safe harbor resale provisions of Rule 144 of the Securities Act. Generally, Rule 144 of the Securities Act would permit the public sale of “control” securities received by such Person if the requirements for sales of such control securities under Rule 144 have been met, including that current information regarding the issuer is publicly available and volume limitations, manner of sale requirements and certain other conditions are met. Whether any particular Person would be deemed to be an “underwriter” (including whether the Person is a “Controlling Person”) with respect to the New Equity Interests and any Other Securities would depend upon various facts and circumstances applicable to that Person. Accordingly, the Debtors express no view as to whether any Person would be deemed an “underwriter” with respect to such New Equity Interests and any Other Securities and, in turn, whether any Person may freely trade such New Equity Interests and any Other Securities under the federal securities laws. The Debtors intend to make publicly available the requisite information regarding the Debtors, and, as a result, Rule 144 is expected to be available for resales of such New Equity Interests and any Other Securities by Persons deemed to be underwriters or otherwise.

IN VIEW OF THE COMPLEX,SUBJECTIVE NATURE OF THE QUESTION OF WHETHER A RECIPIENT OF SECURITIES MAY BE AN UNDERWRITER OR AN AFFILIATE OF THE REORGANIZED DEBTORS,THE DEBTORS MAKE NO REPRESENTATIONS CONCERNING THE RIGHT OF ANY PERSON TO TRADE IN SECURITIES TO BE DISTRIBUTED PURSUANT TO THE PLAN.ACCORDINGLY, THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF NewEquity Interests AND ANY OTHER SECURITIES CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES.

2.	Resales of New Equity Interests and Other Securities Issued Pursuant to Section 4(a)(2) of the SecuritiesAct, Regulation D promulgated thereunder, and/or Regulation S under the Securities Act.

Prior to the Petition Date, all New Equity Interests and any Other Securities will be offered, issued, and distributed in reliance upon section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder and/or Regulation S under the Securities Act, will be considered “restricted securities,” and may not be transferred except pursuant to an effective registration statement under the Securities Act or an available exemption therefrom and pursuant to applicable state securities laws. In addition, any securities that may not be issued to such persons pursuant to section 1145 of the Bankruptcy Code (including any New Equity Interests underlying the Management Incentive Plan) will be issued in reliance upon the exemption from registration set forth in section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder and/or Regulation S under the Securities Act.

Generally, Rule 144 of the Securities Act provides a limited safe harbor for the public resale of restricted securities if certain conditions are met. These conditions vary depending on whether the issuer is a reporting issuer and whether the holder of the restricted securities is an “affiliate” of the issuer. Rule 144 defines an affiliate as “a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.” A non-affiliate who has not been an affiliate of the issuer during the preceding three months may resell restricted securities of an issuer that does not file reports with the SEC pursuant to Rule 144 after a one-year holding period. An affiliate may resell restricted securities of an issuer that does not file reports with the SEC under Rule 144 after such holding period, as well as other securities without a holding period, but only if certain current public information regarding the issuer is available at the time of the sale and only if the affiliate also complies with the volume, manner of sale and notice requirements of Rule 144. The Debtors intend to make publicly available the requisite information regarding the Debtors, and, as a result, Rule 144 is expected to be available for resales of such New Equity Interests and any Other Securities by affiliates of the Debtors. Restricted securities (as well as other securities held by affiliates) may be resold without holding periods under other exemptions from registration, including Rule 144A under the Securities Act and Regulation S under the Securities Act, but only in compliance with the conditions of such exemptions from registration.

In addition, in connection with resales of any New Equity Interests and any Other Securities offered, issued and distributed pursuant to Regulation S under the Securities Act: (i) the offer or sale, if made prior to the expiration of the one-year distribution compliance period, may not be made to a U.S. person or for the account or benefit of a U.S. person (other than a distributor); and (ii) the offer or sale, if made prior to the expiration of the applicable one-year or six-month distribution compliance period, is made pursuant to the following conditions: (a) the purchaser (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the Securities Act; and (b) the purchaser agrees to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act.

All New Equity Interests and any Other Securities issued in reliance upon section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder and/or Regulation S under the Securities Act, will bear a restrictive legend. Each certificate or book-entry interest representing, or issued in exchange for or upon the transfer, sale or assignment of, any New Equity Interests and any Other Securities issued in reliance upon section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder and/or Regulation S under the Securities Act, shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTEDBY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OFAN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.”

The Debtors will reserve the right to require certification, legal opinions, or other evidence of compliance with Rule 144 or another applicable exemption from registration as a condition to the removal of such legend, or to any resale of the New Equity Interests and any Other Securities issued in reliance upon section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder and/or Regulation S under the Securities Act. The Debtors will also reserve the right to stop the transfer of any such New Equity Interests and any Other Securities if such transfer (x) is not registered in compliance with Rule 144 or in compliance with another applicable exemption from registration (including section 1145 of the Bankruptcy Code) or (y) would otherwise make the Debtors subject to the periodic reporting requirements under the Exchange Act.

Notwithstanding anything to the contrary in this Disclosure Statement, no Entity shall be entitled to require a legal opinion regarding the validity of any transaction contemplated by the Plan or this Disclosure Statement, including, for the avoidance of doubt, whether the New Equity Interests and any Other Securities are exempt from the registration requirements of section 5 of the Securities Act.

In addition to the foregoing restrictions, the New Equity Interests and any Other Securities will also be subject to any applicable transfer restrictions contained in the New Organizational Documents.

PERSONS WHO RECEIVE SECURITIESUNDER THE PLAN ARE URGED TO CONSULT THEIR OWN LEGAL ADVISOR WITH RESPECT TO THE RESTRICTIONS APPLICABLE UNDER THE FEDERAL OR STATE SECURITIESLAWS AND THE CIRCUMSTANCES UNDER WHICH SECURITIES MAY BE SOLD IN RELIANCE ON SUCH LAWS. THE FOREGOING SUMMARY DISCUSSION IS GENERAL INNATURE AND HAS BEEN INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONAL PURPOSES. THE DEBTORS MAKE NO REPRESENTATIONS CONCERNING,AND DO NOT PROVIDE, ANY OPINIONS OR ADVICE WITH RESPECT TO THE SECURITIES OR THE BANKRUPTCY MATTERS DESCRIBED IN THIS DISCLOSURE STATEMENT.IN LIGHT OF THE UNCERTAINTY CONCERNING THE AVAILABILITY OF EXEMPTIONS FROM THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS,WE ENCOURAGE EACH RECIPIENT OF SECURITIES AND PARTY IN INTEREST TO CONSIDER CAREFULLY AND CONSULT WITH ITS OWN LEGAL ADVISORS WITH RESPECTTO ALL SUCH MATTERS. BECAUSE OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF WHETHER A SECURITY IS EXEMPT FROM THE REGISTRATION REQUIREMENTSUNDER THE FEDERAL OR STATE SECURITIES LAWS OR WHETHER A PARTICULAR RECIPIENT OF NewEquity Interests AND OTHER SECURITIES MAY BE AN UNDERWRITER, WE MAKE NO REPRESENTATION CONCERNING THE ABILITY OF A PERSON TO DISPOSEOF THE SECURITIES ISSUED UNDER THE PLAN.

XIII.	CertainUnited States Federal Income Tax Consequences of the Plan.
A.	Introduction.
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The following discussion is a summary of certain U.S. federal income tax consequences of the consummation of the Plan to the Debtors, the Reorganized Debtors, and to certain Holders of Claims. The following summary does not address the U.S. federal income tax consequences to Holders not entitled to vote to accept or reject the Plan. The summary of the U.S. federal income tax consequences of the consummation of the Plan is based on the U.S. Internal Revenue Code of 1986, as amended (the “IRC”), the U.S. Treasury Regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions and authorities, published administrative rules, positions and pronouncements of the U.S. Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this Disclosure Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those summarized herein. Due to the lack of definitive judicial and administrative authority in a number of areas, substantial uncertainty may exist with respect to some of the tax consequences described below. No opinion of counsel has been obtained, and the Debtors do not intend to seek a ruling or determination from the IRS as to any of the tax consequences of the Plan discussed below. The discussion below is not binding upon the IRS or the courts and no assurance can be given that the IRS would not assert, or that a court would not sustain, a different position than any position discussed herein.

The discussion of the U.S. federal income tax consequences of the consummation of the Plan does not purport to address all aspects of U.S. federal income taxation that may be relevant to the Debtors, Reorganized Debtors, or Holders in light of their individual circumstances. This discussion does not address tax issues with respect to Holders that are subject to special treatment under the U.S. federal income tax laws (including, for example, accrual-method U.S. Holders (as defined below) that prepare an “applicable financial statement” (as defined in Section 451 of the IRC), banks, mutual funds, governmental authorities or agencies, pass-through entities, beneficial owners of passthrough entities, subchapter S corporations, dealers and traders in securities, insurance companies, financial institutions, tax-exempt organizations, controlled foreign corporations, passive foreign investment companies, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, U.S. expatriates, broker-dealers, small business investment companies, Persons who are related to the Debtors within the meaning of the IRC, Persons liable for alternative minimum tax, Persons using a mark-to-market method of accounting, Holders who are themselves in bankruptcy, real estate investment companies, regulated investment companies, and Holders holding, or who will hold, consideration received pursuant to the Plan as part of a hedge, straddle, conversion, or other integrated transaction).

No aspect of state, local, non-income, or non-U.S. taxation is addressed. Furthermore, this summary assumes that a Holder holds only Claims or Interests in a single Class and holds such Claims or Interests only as “capital assets” (within the meaning of section 1221 of the IRC). This summary also assumes that the various debt and other arrangements to which the Debtors and Reorganized Debtors are or will be a party will be respected for U.S. federal income tax purposes in accordance with their form, and, to the extent relevant, that the Claims constitute interests in the Debtors “solely as a creditor” for purposes of section 897 of the IRC. This summary does not discuss differences in tax consequences to Holders that act or receive consideration in a capacity other than any other Holder of a Claim or Interest of the same Class or Classes, and the tax consequences for such Holders may differ materially from that described below. The U.S. federal income tax consequences of the implementation of the Plan to the Debtors, Reorganized Debtors, and Holders of Claims and Interests described below also may vary depending on the nature of any Restructuring Transactions that the Debtors and/or Reorganized Debtors engage in. This summary does not address the U.S. federal income tax consequences to Holders (a) whose Claims are Unimpaired or otherwise entitled to payment in full under the Plan, or (b) that are deemed to reject the Plan.

For purposes of this discussion, a “U.S. Holder” is a Holder of a Claim or Interest that for U.S. federal income tax purposes is: (1) an individual who is a citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income; or (4) a trust (a) if a court within the United States is able to exercise primary jurisdiction over the trust’s administration and one or more United States persons (within the meaning of section 7701(a)(30) of the IRC) has authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person (within the meaning of section 7701(a)(30) of the IRC). For purposes of this discussion, a “Non-U.S. Holder” is any Holder that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes).

If a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes) is a Holder, the tax treatment of a partner (or other beneficial owner) generally will depend upon the status of the partner (or other beneficial owner) and the activities of the partner (or other beneficial owner) and the entity. Partnerships (or other pass-through entities) and partners (or other beneficial owners) of partnerships (or other pass-through entities) that are Holders are urged to consult their own respective tax advisors regarding the U.S. federal income tax consequences of the Plan.

THE FOLLOWING SUMMARY OFCERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICEBASED UPON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER. ALL HOLDERS OF CLAIMS OR INTERESTS ARE URGED TO CONSULT THEIR OWN TAXADVISORS FOR THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF THE PLAN, AS WELL AS THE CONSEQUENCES TO THEM OF THE PLAN ARISING UNDERANY OTHER U.S. FEDERAL TAX LAWS OR THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TREATY.

B.	Certain U.S. Federal Income Tax Consequences of the Plan to the Debtors and Reorganized Debtors.
1.	Characterization of the Restructuring Transactions.
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The consequences of the implementation of the Plan to the Debtors will differ depending on whether the Debtors implement the Plan through a recapitalization of the Debtors (and not as a taxable sale of the assets and/or equity interests in any Debtor or subsidiary thereof) (a “Recapitalization Transaction”) or as a taxable sale of the assets and/or stock of any Debtor or subsidiary thereof (a “Taxable Transaction”). It has not yet been determined how the Restructuring Transactions will be structured. Such decision will depend on, among other things, anticipated tax liabilities, if any, associated with a Taxable Transaction, and future tax benefits associated with a step-up in the tax basis of depreciable assets sold pursuant to a Taxable Transaction as compared to the utilizable tax attributes available to the Reorganized Debtors in a Recapitalization Transaction.

If the Restructuring Transactions are structured as a Recapitalization Transaction, with respect to the U.S. Debtors (who are the exclusive subject of this discussion, and are referred to as the Debtors), it is not expected that they will currently recognize gain or loss other than as a result of cancellation of indebtedness income (“COD Income”) (as described below). The Debtors’ tax attributes would, subject to the rules discussed below regarding attribute reduction on account of excluded COD Income and regarding limitations under section 382 of the IRC, survive the restructuring process and carry over to the Reorganized Debtors.

If the Restructuring Transactions are structured as a Taxable Transaction, the Debtors would realize gain or loss in an amount equal to the difference between the value of the consideration received by the Debtors (which generally should equal the fair market value of the assets transferred (or deemed to be transferred) by the Debtors) and the Debtors’ tax basis in such assets. Realized gains, if any, may be offset by current-year losses and deductions and other available tax attributes. Any taxable gain remaining after such offsets would result in a cash tax obligation. If the Reorganized Debtors purchase (or are deemed to purchase) assets or stock of any Debtor pursuant to a Taxable Transaction, such Reorganized Debtor will take a fair market value basis in the transferred assets or stock. In a Taxable Transaction, the Debtors’ tax attributes will not carry over to or otherwise be available for utilization by the Reorganized Debtors.

2.	Cancellation of Debt and Reduction of Tax Attributes.

In general, absent an exception, a taxpayer will realize and recognize COD Income upon satisfaction of its outstanding indebtedness for total consideration less than the amount of such indebtedness. The amount of COD Income, in general, is the excess of (a) the adjusted issue price of the indebtedness satisfied over (b) the amount of cash and the fair market value (or issue price, in the case of indebtedness) of any other consideration given in satisfaction of such indebtedness at the time of the exchange. Unless an exception or exclusion applies, COD Income constitutes U.S. federal taxable income like any other item of taxable income. Under section 108 of the IRC, however, a taxpayer is not required to include any amount of COD Income in gross income if the taxpayer is under the jurisdiction of a court in a case under chapter 11 of the Bankruptcy Code and the discharge of debt occurs pursuant to that proceeding. Instead, as a consequence of such exclusion, a taxpayer-debtor must reduce its tax attributes by the amount of COD Income that it excluded from gross income pursuant to section 108 of the IRC. Such reduction in tax attributes occurs only after the tax for the year of the debt discharge has been determined. In general, tax attributes will be reduced in the following order: (a) net operating losses (“NOLs”) and NOL carryforwards; (b) general business credit carryovers; (c) minimum tax credit carryovers; (d) capital loss carryovers; (e) tax basis in assets (but not below the amount of liabilities to which the debtor remains subject immediately after the discharge); (f) passive activity loss and credit carryovers; and (g) foreign tax credits carryovers. Deferred deductions under Section 163(j) of the IRC (“163(j) Deductions”) are not subject to reduction under these rules. Any excess COD Income over the amount of available tax attributes will generally not give rise to U.S. federal income tax and will generally have no other U.S. federal income tax impact. Alternatively, a debtor with COD Income may elect first to reduce the basis of its depreciable assets pursuant to section 108(b)(5) of the IRC.

In connection with the Restructuring Transactions, the Debtors generally expect to realize COD Income, with an attendant decrease in tax attributes. The exact amount of any COD Income that will be realized by the Debtors will not be determinable until the consummation of the Plan. As a general matter, COD Income should not be relevant in the event the Restructuring Transactions are structured as a Taxable Transaction.

3.	Limitation on NOLs, 163(j) Deductions, and Other Tax Attributes.

After giving effect to the reduction in tax attributes pursuant to excluded COD Income, the Reorganized Debtors’ ability to use any remaining tax attributes post-emergence in a Recapitalization Transaction will be subject to certain limitations under sections 382 and 383 of the IRC. As noted above, in a Taxable Transaction, the Debtors’ tax attributes will not carry over to or otherwise be available for utilization by the Reorganized Debtors.

Under sections 382 and 383 of the IRC, if the Debtors undergo an “ownership change” as defined under section 382 of the IRC, the amount of any remaining NOL carryforwards, tax credit carryforwards, net unrealized built-in losses, 163(j) Deductions, and possibly certain other attributes (potentially including losses and deductions that have accrued economically but are unrecognized as of the date of the ownership change and cost recovery deductions) of the Debtors allocable to periods prior to the Effective Date (collectively, “Pre-Change Losses”) that may be utilized to offset future taxable income generally are subject to an annual limitation. For this purpose, if a corporation (or consolidated group) has a net unrealized built-in loss at the time of an ownership change (taking into account most assets and items of “built-in” income and deductions), then, generally, built-in losses (including amortization or depreciation deductions attributable to such built-in losses) recognized during the following five years (up to the amount of the original net unrealized built-in loss) will be treated as Pre-Change Losses and similarly will be subject to the annual limitation. In general, a corporation’s net unrealized built-in loss will be deemed to be zero unless it is greater than the lesser of (a) $10,000,000 or (b) 15 percent of the fair market value of its assets (with certain adjustments) before the ownership change.

The rules of section 382 of the IRC are complicated, but an ownership change of the Debtors is expected to occur as a result of the Restructuring Transactions. Furthermore, the Debtors expect that they will have a net unrealized built-in loss as of the time of such ownership change. If such an ownership change occurs, the ability of the Reorganized Debtors to use the Pre-Change Losses (including depreciation and depletion from the net unrealized built-in loss for five years) will be subject to limitation unless an exception to the general rules of section 382 of the IRC applies.

(a)	General Section 382 Annual Limitation.

In general, the amount of the annual limitation to which a corporation that undergoes an “ownership change” would be subject is equal to the product of (i) the fair market value of the stock of the corporation immediately before the “ownership change” (with certain adjustments), and (ii) the “long-term tax-exempt rate” (which is the highest of the adjusted federal long-term rates in effect for any month in the three-calendar-month period ending with the calendar month in which the ownership change occurs, currently 3.56% percent for February 2026). Under certain circumstances, the annual limitation may be increased to the extent that the corporation (or parent of the consolidated group) has an overall built-in gain in its assets at the time of the ownership change. If the corporation or consolidated group has such “net unrealized built-in gain” at the time of an ownership change (taking into account most assets and items of “built-in” income, gain, loss, and deduction), any built-in gains recognized (or, according to the currently effective IRS Notice 2003-65, treated as recognized) during the following five-year period (up to the amount of the original net unrealized built-in gain) generally will increase the annual limitation in the year of such recognition, such that the loss corporation or consolidated group would be permitted to use its Pre-Change Losses against such built-in gain income in addition to its otherwise applicable annual limitation. Section 383 of the IRC applies a similar limitation to capital loss carryforwards and tax credits. Any unused limitation may be carried forward, thereby increasing the annual limitation in the subsequent taxable year. If the corporation or consolidated group does not continue its historic business (or if the historic business consists of multiple lines of business, at least one of the significant lines of business) or use a significant portion of its historic assets in a new business for at least two years after the ownership change, the annual limitation resulting from the ownership change is reduced to zero, thereby precluding any utilization of the corporation’s Pre-Change Losses (absent any increases due to recognized built-in gains). As discussed below, however, special rules may apply in the case of a corporation that experiences an ownership change as the result of a bankruptcy proceeding.

(b)	Special Bankruptcy Exceptions.

Special rules may apply in the case of a corporation that experiences an “ownership change” as a result of a bankruptcy proceeding. An exception to the foregoing annual limitation rules generally applies when so-called “qualified creditors” of a debtor corporation in chapter 11 receive, in respect of their Claims, at least 50 percent of the vote and value of the stock of the debtor corporation (or a controlling corporation if also in chapter 11) as reorganized pursuant to a confirmed chapter 11 plan (the “382(l)(5) Exception”). If the requirements of the 382(l)(5) Exception are satisfied, a debtor’s Pre-Change Losses would not be limited on an annual basis, but, instead, NOL carryforwards would be reduced by the amount of any interest deductions claimed by the debtor during the three taxable years preceding the effective date of the plan of reorganization and during the part of the taxable year prior to and including the effective date of the plan of reorganization in respect of all debt converted into stock pursuant to the reorganization. If the 382(l)(5) Exception applies and the Reorganized Debtors undergo another “ownership change” within two years after the Effective Date, then the Reorganized Debtors’ Pre-Change Losses thereafter would be effectively eliminated in their entirety. If the Reorganized Debtors were to undergo another “ownership change” after the expiration of this two-year period, the resulting 382 Limitation would be determined under the regular rules for ownership changes under sections 382 and 383 of the IRC.

Where the 382(l)(5) Exception is not applicable to a corporation under the jurisdiction of a bankruptcy court (either because the debtor corporation does not qualify for it or the debtor corporation otherwise elects not to utilize the 382(l)(5) Exception), another exception will generally apply (the “382(l)(6) Exception”). Under the 382(l)(6) Exception, the annual limitation will be calculated by reference to the lesser of (i) the value of the debtor corporation’s new stock (with certain adjustments) immediately after the ownership change or (ii) the value of such debtor corporation’s assets (determined without regard to liabilities) immediately before the ownership change. This differs from the ordinary rule that requires the fair market value of a debtor corporation that undergoes an “ownership change” to be determined before the events giving rise to the change. The 382(l)(6) Exception also differs from the 382(l)(5) Exception in that, under it, a debtor corporation is not required to reduce its NOL carryforwards by the amount of interest deductions claimed within the prior three-year period, and a debtor corporation may undergo a change of ownership within two years without automatically eliminating its Pre-Change Losses. Other than the measurement date for the limitation, such limitation would be determined under the regular rules for ownership changes.

It has not yet been determined whether the 382(l)(5) Exception will be available or, if it is available and relevant, whether the Reorganized Debtors will elect out of its application. If the Restructuring Transactions qualify for the 382(l)(5) Exception and the Reorganized Debtors do not elect out of its application, to avoid a subsequent ownership change, the New Organizational Documents may include certain restrictions limiting certain trading in the New Equity Interests, at least for a two-year period and potentially for longer following the Effective Date.

C.	Certain U.S. Federal Income Tax Consequences to U.S. Holders of Allowed Class 4 Claims.

The following discussion assumes that the Debtors will undertake the Restructuring Transactions currently contemplated by the Plan. U.S. Holders of Allowed Claims are urged to consult their tax advisors regarding the tax consequences of the Restructuring Transactions.

The U.S. federal income tax consequences to certain U.S. Holders of Claims may depend, in part, on whether, for U.S. federal income tax purposes, (a) the Claim surrendered constitutes a “security” of a Debtor, and (b) the consideration received constitutes stock or a “security” of the same entity against which the Claim is asserted (or, an entity that is a “party to a reorganization” with such entity).

Neither the IRC nor the Treasury Regulations define the term “security.” Whether a debt instrument constitutes a “security” is determined based on all relevant facts and circumstances, but most authorities have held that the length of the term of a debt instrument at initial issuance is an important factor in determining whether such instrument is a security for U.S. federal income tax purposes. These authorities have indicated that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten years or more is evidence that the instrument is a security. There are numerous other factors that could be taken into account in determining whether a debt instrument is a security, including the security for payment, the creditworthiness of the obligor, the subordination or lack thereof with respect to other creditors, the right to vote or otherwise participate in the management of the obligor, the convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable, or contingent, and whether such payments are made on a current basis or accrued.

Due to the inherently factualnature of the determination, U.S. Holders are urged to consult their own tax advisors regarding the status of their Claims as “securities”for U.S. federal income tax purposes.

1.	Consequences to Holders of Senior Secured Notes Claims (Class 4).

Pursuant to the Plan, in exchange for full and final satisfaction, settlement, release, and discharge of their Claims, except to the extent that a Holder of an Allowed Senior Secured Notes Claim agrees to less favorable treatment, on the Effective Date, each Holder of an Allowed Senior Secured Notes Claim shall receive its pro rata share of New Equity Interests.

If the Senior Secured Notes Claims constitute “securities” and the Restructuring Transactions are structured as a Recapitalization Transaction, then a U.S. Holder of such a Claim is expected to be treated as receiving its distribution under the Plan in a transaction treated as a “recapitalization” for U.S. federal income tax purposes. Subject to the rules regarding accrued but untaxed interest, a Holder of such claim should not recognize gain or loss. Subject to the rules regarding accrued but untaxed interest, such Holder’s tax basis in the New Equity Interests should generally equal the Holder’s adjusted tax basis in its Allowed Claim exchanged therefor, and such Holder’s holding period for its New Equity Interests should include the holding period for the Claim exchanged therefor.

If the Senior Secured Notes Claims do not constitute “securities,” or the Restructuring Transactions are structured as a Taxable Transaction, then a U.S. Holder should be treated as receiving its distribution under the Plan in a taxable exchange under section 1001 of the IRC. Subject to the rules regarding accrued but untaxed interest, the U.S. Holder should recognize gain or loss in an amount equal to the difference, if any, between (a) the fair market value of the New Equity Interests received, and (b) the U.S. Holder’s adjusted tax basis in its Claim. The character of any such gain or loss as capital or ordinary will be determined by a number of factors including the tax status of the U.S. Holder, whether the Claim constitutes a capital asset in the hands of the U.S. Holder, whether and to what extent the U.S. Holder had previously claimed a bad-debt deduction with respect to its Claim, and the potential application of the accrued interest and market discount rules discussed below. If any such recognized gain or loss is capital in nature, it generally would be long-term capital gain if the U.S. Holder held its Claim for more than one year at the time of the exchange. The holding period for the New Equity Interests received in the exchange should begin on the day following the date the U.S. Holder receives such consideration. A U.S. Holder should obtain a tax basis in the New Equity Interests equal to the fair market value of such property.

2.	Accrued Interest.

To the extent that any amount received by a U.S. Holder of a Claim under the Plan is attributable to accrued interest or original issue discount accrued during its holding period on the debt instrument constituting the surrendered Claim, the receipt of such amount should be taxable to the U.S. Holder as ordinary interest income (to the extent not already taken into income by the U.S. Holder) and such amount will be excluded from the U.S. Holder’s calculation of gain or loss on such exchange. Conversely, a U.S. Holder of a Claim may be able to recognize a deductible loss to the extent that any accrued interest on the debt instruments constituting such Claim was previously included in the U.S. Holder’s gross income but was not paid in full by the Debtors. Such loss may be ordinary, but the tax law is unclear on this point. If the fair market value of the consideration received by a U.S. Holder is not sufficient to fully satisfy all principal and interest on Claims, the extent to which such consideration will be attributable to accrued interest is unclear. Under the Plan, the aggregate consideration to be distributed to Holders of Claims in each Class will be allocated first to the principal amount of such Claims, with any excess allocated to unpaid interest that accrued on these Claims, if any. Certain legislative history indicates that an allocation of consideration as between principal and interest provided in a chapter 11 plan of reorganization is binding for U.S. federal income tax purposes, and certain case law generally indicates that a final payment on a distressed debt instrument that is insufficient to repay outstanding principal and interest will be allocated to principal, rather than interest. Certain Treasury Regulations treat payments as allocated first to any accrued but untaxed interest. The IRS could take the position that the consideration received by the U.S. Holder should be allocated in some way other than as provided in the Plan. U.S. Holders of Claims should consult their own tax advisors regarding the proper allocation of the consideration received by them under the Plan.

3.	Market Discount.

In the case of a U.S. Holder that acquired its Claim with market discount, any gain recognized on the sale or exchange of such Claim generally will be treated as ordinary income to the extent of the market discount treated as accruing during such U.S. Holder’s holding period for such Claim. Any such market discount is generally the excess of the “revised issue price” of such Claim over such U.S. Holder’s initial tax basis in such Claim upon acquisition, if such excess equals or exceeds a statutory de minimis amount. Such market discount is generally treated as accruing during such U.S. Holder’s holding period for such Claim on a straight-line basis or, at the election of such U.S. Holder, on a constant yield basis, unless such U.S. Holder has previously elected to include such market discount in income as it accrues. For this purpose, the “revised issue price” of a Claim generally equals its issue price, increased by the amount of OID that has accrued over the term of the Claim.

4.	Limitation on Use of Capital Losses.

A U.S. Holder who recognizes capital losses will be subject to limits on their use of capital losses. For a non-corporate U.S. Holder, capital losses may be used to offset any capital gains (without regard to holding periods) plus ordinary income to the extent of the lesser of (a) $3,000 ($1,500 for married individuals filing separate returns) or (b) the excess of the capital losses over the capital gains. A non-corporate U.S. Holder may carry over unused capital losses and apply them to capital gains and a portion of their ordinary income for an unlimited number of years. For corporate U.S. Holders, losses from the sale or exchange of capital assets may only be used to offset capital gains. A corporate U.S. Holder who has more capital losses than can be used in a tax year may be allowed to carry over the excess capital losses for use in succeeding tax years. Corporate U.S. Holders may only carry over unused capital losses for the five years following the capital loss year, but are allowed to carry back unused capital losses to the three years preceding the capital loss year.

5.	U.S. Federal Income Tax Consequences to U.S. Holders of Owning and Disposing of New Equity Interests.
(a)	Dividends on New Equity Interests.
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Any distributions made on account of the New Equity Interests will constitute dividends for U.S. federal income tax purposes to the extent of the current or accumulated earnings and profits of the Reorganized Debtors as determined under U.S. federal income tax principles. “Qualified dividend income” received by an individual U.S. Holder is subject to preferential tax rates. To the extent that a U.S. Holder receives distributions that exceed such current and accumulated earnings and profits, such distributions will be treated first as a non-taxable return of capital reducing the U.S. Holder’s basis in its shares of the New Equity Interests. Any such distributions in excess of the U.S. Holder’s basis in its shares (determined on a share-by-share basis) generally will be treated as capital gain.

Subject to applicable limitations, distributions treated as dividends paid to U.S. Holders that are corporations generally will be eligible for the dividends-received deduction so long as there are sufficient earnings and profits. However, the dividends-received deduction is only available if certain holding period requirements are satisfied. The length of time that a shareholder has held its stock is reduced for any period during which the shareholder’s risk of loss with respect to the stock is diminished by reason of the existence of certain options, contracts to sell, short sales, or similar transactions. In addition, to the extent that a corporation incurs indebtedness that is directly attributable to an investment in the stock on which the dividend is paid, all or a portion of the dividends-received deduction may be disallowed.

(b)	Sale, Redemption, or Repurchase of New Equity Interests.

Unless a non-recognition provision applies, and subject to the market discount rules discussed above, U.S. Holders generally will recognize capital gain or loss upon the sale, redemption, or other taxable disposition of the New Equity Interests. Such capital gain will be long-term capital gain if at the time of the sale, exchange, retirement, or other taxable disposition, the U.S. Holder has held the New Equity Interests for more than one year, taking into account the holding period rules described above. Long-term capital gains of an individual taxpayer generally are taxed at preferential rates. The deductibility of capital losses is subject to certain limitations.

6.	Medicare Tax.

Certain U.S. Holders that are individuals, estates, or trusts are required to pay an additional 3.8 percent tax on, among other things, interest, dividends and gains from the sale or other disposition of capital assets. U.S. Holders that are individuals, estates, or trusts should consult their own tax advisors regarding the effect, if any, of this tax provision on their ownership and disposition of any consideration to be received under the Plan.

D.	Certain U.S. Federal Income Tax Consequences of the Plan to Non-U.S. Holders of Allowed Claims.

The following discussion assumes that the Debtors will undertake the Restructuring Transactions currently contemplated by the Plan and includes only certain U.S. federal income tax consequences of the Plan to Non-U.S. Holders. This discussion does not include any non-U.S. tax considerations. The rules governing the U.S. federal income tax consequences to Non-U.S. Holders are complex. Each Non-U.S. Holder is urged to consult its own tax advisor regarding the U.S. federal, state, local, non-U.S., and non-income tax consequences of the consummation of the Plan and the Restructuring Transactions to such Non-U.S. Holder and the ownership and disposition of the New Equity Interests.

1.	Gain Recognition.

Gain, if any, recognized by a Non-U.S. Holder on the exchange of its Claim generally will not be subject to U.S. federal income taxation unless (a) the Non-U.S. Holder is an individual who was present in the United States for 183 days or more during the taxable year in which the Restructuring Transactions occur and certain other conditions are met or (b) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States (and, if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States).

If the first exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such Non-U.S. Holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of the exchange. If the second exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax with respect to any gain realized on the exchange in the same manner as a U.S. Holder (except that the Medicare tax would generally not apply). In order to claim an exemption from or reduction of withholding tax, such Non-U.S. Holder will be required to provide a properly executed IRS Form W-8ECI (or such successor form as the IRS designates). In addition, if such a Non-U.S. Holder is a corporation, it may be subject to a branch profits tax equal to 30 percent (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

2.	U.S. Federal Income Tax Consequences to Non-U.S. Holders of Owning and Disposing of New Equity Interests.
(a)	Dividends on New Equity Interests.
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Any distributions made with respect to New Equity Interests will constitute dividends for U.S. federal income tax purposes to the extent of the issuer’s current or accumulated earnings and profits as determined under U.S. federal income tax principles (and thereafter first as a return of capital which reduces basis and then, generally, capital gain). Except as described below, such dividends paid with respect to stock held by a Non-U.S. Holder that are not effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (or if an income tax treaty applies, are not attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States) will be subject to U.S. federal withholding tax at a rate of 30 percent (or lower treaty rate or exemption from tax, if applicable). A Non-U.S. Holder generally will be required to satisfy certain IRS certification requirements in order to claim a reduction of or exemption from withholding under a tax treaty by filing IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, (or a successor form) upon which the Non-U.S. Holder certifies, under penalties of perjury, its status as a non-U.S. person and its entitlement to the lower treaty rate or exemption from tax with respect to such payments. Dividends paid with respect to stock held by a Non-U.S. Holder that are effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (and if an income tax treaty applies, are attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States) generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder, and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such Non-U.S. Holder’s effectively connected earnings and profits that are attributable to the dividends at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty).

(b)	Sale, Redemption, or Repurchase of New Equity Interests.

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to any gain realized on the sale or other taxable disposition (including a cash redemption) of stock unless:

·	such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the<br>taxable year of disposition or who is subject to special rules applicable to former citizens and residents of the United States;
·	such gain is effectively connected with such Non-U.S. Holder’s conduct of a U.S. trade or business<br>(and, if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by such Non-U.S. Holder in the<br>United States); or
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·	the issuer of such stock is or has been during a specified testing period a “U.S. real property<br>holding corporation” (a “USRPHC”) under the FIRPTA rules (as defined and discussed below).
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If the first exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such Non-U.S. Holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of disposition of stock. If the second exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax with respect to such gain in the same manner as a U.S. Holder, and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to earnings and profits effectively connected with a U.S. trade or business that are attributable to such gains at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty). With respect to the third exception, the Debtors generally consider it unlikely, based on their current business plan and operations, that such rules currently apply or are likely to apply in the future.

(c)	U.S. Federal Income Tax Consequences to Non-U.S. Holders of Payments of Interest under the Plan.
(i)	Payments of Interest to Non-U.S. Holders under the Plan.
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Subject to the discussion of backup withholding and FATCA, interest income (which, for purposes of this discussion, includes original issue discount and accrued but untaxed interest (if any)) paid to a Non-U.S. Holder under the Plan that is not effectively connected with a U.S. trade or business carried on by the Non-U.S. Holder will qualify for the so-called “portfolio interest exemption” and, therefore, will not be subject to U.S. federal income tax or withholding, provided that:

·	the Non-U.S. Holder does not own, actually or constructively, 10 percent or more of the total combined<br>voting power in the Debtor obligor on a Claim within the meaning of Section 871(h)(3) of the IRC and Treasury Regulations thereunder;
·	the Non-U.S. Holder is not a controlled foreign corporation related to the issuer, actually or constructively<br>through the ownership rules under Section 864(d)(4) of the IRC;
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·	the Non-U.S. Holder is not a bank that is receiving the interest on an extension of credit made pursuant<br>to a loan agreement entered into in the ordinary course of its trade or business; and
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·	the beneficial owner gives the issuer or the issuer’s paying agent or other withholding agent an<br>appropriate IRS Form W-8 (or suitable substitute or successor form or such other form as the IRS may prescribe) that has been properly<br>completed and duly executed establishing its status as a non-U.S. person.
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If all of these conditions are not met, interest paid to a Non-U.S. Holder pursuant to the Plan that is not effectively connected with a U.S. trade or business carried on by the Non-U.S. Holder will generally be subject to U.S. federal income tax and withholding at a 30 percent rate, unless an applicable income tax treaty reduces or eliminates such withholding and the Non-U.S. Holder claims the benefit of that treaty by providing an appropriate IRS Form W-8 (or a suitable substitute or successor form or such other form as the IRS may prescribe) that has been properly completed and duly executed.

If interest paid to a Non-U.S. Holder pursuant to the Plan is effectively connected with a trade or business in the United States (“ECI”) carried on by the Non-U.S. Holder, the Non-U.S. Holder will be required to pay U.S. federal income tax on that interest on a net income basis generally in the same manner as a U.S. Holder (and the 30 percent withholding tax described above will not apply, provided the appropriate statement (generally a properly executed IRS Form W-8ECI or suitable substitute or successor form or such other form as the IRS may prescribe) is provided to the issuer or the issuer’s paying agent or other withholding agent) unless an applicable income tax treaty provides otherwise. If a Non-U.S. Holder is eligible for the benefits of any income tax treaty between the United States and its country of residence, any interest income that is ECI will be subject to U.S. federal income tax in the manner specified by the treaty if the Non-U.S. Holder claims the benefit of the treaty by providing an appropriate IRS Form W-8 (or a suitable substitute or successor form or such other form as the IRS may prescribe) that has been properly completed and duly executed. In addition, a corporate Non-U.S. Holder may, under certain circumstances, be subject to an additional “branch profits tax” at a 30 percent rate, or, if applicable, a lower treaty rate, on its effectively connected earnings and profits attributable to such interest (subject to adjustments).

The certifications described above must be provided to the applicable withholding agent prior to the payment of interest and, as applicable, must be updated periodically. Non-U.S. Holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

E.	FACTA.

Under legislation commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”), foreign financial institutions and certain other foreign entities must report certain information with respect to their U.S. account holders and investors or be subject to withholding at a rate of 30 percent on the receipt of “withholdable payments.” For this purpose, “withholdable payments” are generally U.S.-source payments of fixed or determinable, annual or periodical income, and, subject to the paragraph immediately below, also include gross proceeds from the sale of any property of a type which can produce U.S.-source interest or dividends. FATCA withholding will apply even if the applicable payment would not otherwise be subject to U.S. federal nonresident withholding.

Withholding with respect to the gross proceeds of a disposition of any stock, debt instrument, or other property that can produce U.S.-source dividends or interest has been eliminated under proposed Treasury Regulations, which can be relied on until final regulations become effective. Nonetheless, there can be no assurance that a similar rule will not go into effect in the future.

Each Non-U.S. Holder is urged to consult its own tax advisor regarding the possible impact of FATCA withholding rules on such Non-U.S. Holder.

F.	U.S. Information Reporting and Back-Up Withholding.

The Debtors, Reorganized Debtors, and any other applicable withholding agents will withhold all amounts required by law to be withheld from payments of interest and dividends, whether in connection with distributions under the Plan or in connection with payments made on account of consideration received pursuant to the Plan, and will comply with all applicable information reporting requirements. The IRS may make the information returns reporting such interest and dividends and withholding available to the tax authorities in the country in which a Non-U.S. Holder is resident. In general, information reporting requirements may apply to distributions or payments made to a Holder of a Claim under the Plan. Additionally, under the backup withholding rules, a Holder may be subject to backup withholding (currently at a rate of 24 percent) with respect to distributions or payments made pursuant to the Plan unless that Holder: (a) comes within certain exempt categories (which generally include corporations) and, when required, demonstrates that fact; or (b) timely provides a correct taxpayer identification number and certifies under penalty of perjury that the taxpayer identification number is correct and that the Holder is not subject to backup withholding (generally in the form of a properly executed IRS Form W-9 for a U.S. Holder, and, for a Non-U.S. Holder, in the form of a properly executed applicable IRS Form W-8 (or otherwise establishes such Non-U.S. Holder’s eligibility for an exemption)). Backup withholding is not an additional tax but is, instead, an advance payment that may be refunded to the extent it results in an overpayment of tax; provided that the required information is timely provided to the IRS. In addition, from an information reporting perspective, Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders subject to the Plan are urged to consult their tax advisors regarding these regulations and whether the transactions contemplated by the Plan would be subject to these regulations and require disclosure on the Holders’ tax returns.

XIV.	RECOMMENDATION.

In the opinion of the Debtors, the Plan is preferable to all other available alternatives and provides for a larger distribution to the Debtors’ creditors than would otherwise result in any other scenario. Accordingly, the Debtors recommend that Holders of Claims entitled to vote to accept the Plan and support Confirmation of the Plan.

NINE ENERGY SERVICE, INC.<br> on behalf of itself and all other Debtors
By:	/s/ Guy Sirkes
	Name:	Guy Sirkes
	Title:	Executive Vice President and Chief Financial Officer

Exhibit A

Plan of Reorganization

INTHE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXAShouston DIVISION

	)
In re:	)	Chapter 11
	)
NINE<br> ENERGY SERVICE, INC., et al.,^1^	)	Case<br> No. 26-[●] (___)
	)
Debtors.	)	(Joint<br> Administration Requested)
	)

JOINT PREPACKAGED PLAN OF

REORGANIZATION OF NINE ENERGY SERVICE, INC. AND ITS

DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

THIS CHAPTER 11 PLAN IS BEING SOLICITED FOR ACCEPTANCE OR REJECTION IN ACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND WITHIN THE MEANING OF SECTION 1126 OF THE BANKRUPTCY CODE. THIS CHAPTER 11 PLAN WILL BE SUBMITTED TO THE BANKRUPTCY COURT FOR APPROVAL FOLLOWING SOLICITATION LAUNCH AND THE DEBTORS’ FILING FOR CHAPTER 11 BANKRUPTCY.
KANE RUSSELL COLEMAN LOGAN PC	KIRKLAND & ELLIS LLP
---	---
John<br> J. Kane (TX Bar No. 24066794)	KIRKLAND & ELLIS INTERNATIONAL LLP
Kyle<br> Woodard (TX Bar No. 24102661)	Chad<br> J. Husnick, P.C. (pro hac vice pending)
JaKayla<br> J. DaBera (TX Bar No. 24129114)	333<br> West Wolf Point Plaza
901<br> Main Street, Suite 5200	Chicago,<br> Illinois 60654
Dallas,<br> Texas 75202	Telephone:<br> (312)<br> 862-2000
Telephone:<br> (713)<br> 425-7400	Facsimile:<br> (312) 862-2200
Facsimile:<br> (713) 425-7700	Email:<br> chad.husnick@kirkland.com
Email:<br> jkane@krcl.com
kwoodard@krcl.com
jdabera@krcl.com
-and-	-and-
Michael<br> P. Ridulfo (TX Bar No. 16902020)	Ross<br> J. Fiedler (pro hac vice pending)
Sage<br> Plaza, 5151 San Felipe, Suite 800	601<br> Lexington Avenue
Houston,<br> Texas 77056	New<br> York, New York 10022
Telephone:<br> (713) 425-7400	Telephone:<br> (212)<br> 446-4800
Facsimile:<br> (713) 425-7700	Facsimile: (212)<br> 446-4900
Email:<br> mridulfo@krcl.com	Email:<br> ross.fiedler@kirkland.com
Proposed Co-Counsel for the Debtors	Proposed Co-Counsel for the Debtors
and Debtors in Possession	and Debtors in Possession
1	A<br>complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ claims and noticing<br>agent at https://dm.epiq11.com/NineEnergy. The location of Nine Energy Service, Inc.’s principal place of business and the Debtors’<br>service address in these chapter 11 cases is 2001 Kirby Drive, Suite 200, Houston, TX 77019.
---	---

TABLE OF CONTENTS

Article I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, and governing Law		1
A.	Defined Terms.	1
B.	Rules of Interpretation.	13
C.	Computation of Time.	13
D.	Governing Law.	14
E.	Reference to Monetary Figures.	14
F.	Reference to the Debtors or the Reorganized Debtors.	14
G.	Nonconsolidated Plan.	14
H.	Controlling Document.	14
I.	Consultation, Notice, Information, and Consent Rights.	14
Article II. ADMINISTRATIVE CLAIMS, priority tax claims, DIP Claims, professional fee claims, AND restructuring expenses		15
A.	Administrative Claims.	15
B.	Priority Tax Claims.	15
C.	DIP Claims.	15
D.	Professional Fee Claims.	16
E.	Payment of Restructuring Expenses.	16
Article III. CLASSIFICATION AND TREATMENt oF CLAIMS AND INTERESTS		17
A.	Classification of Claims and Interests.	17
B.	Treatment of Claims and Interests.	17
C.	Special Provision Governing Unimpaired Claims.	20
D.	Elimination of Vacant Classes.	20
E.	Voting Classes, Presumed Acceptance by Non-Voting Classes.	21
F.	Intercompany Interests.	21
G.	Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.	21
H.	Controversy Concerning Impairment.	21
I.	Subordinated Claims and Interests.	21
Article IV. MEANS FOR IMPLEMENTATION OF THe PLAN		21
A.	General Settlement of Claims and Interests.	21
B.	Restructuring Transactions.	22
C.	Reorganized Debtors.	22
D.	Sources of Consideration for Plan Distributions.	22
E.	Corporate Existence.	23
F.	Vesting of Assets in the Reorganized Debtors.	24
G.	Cancellation of Existing Securities, Agreements, and Interests.	24
H.	Corporate Action.	25
I.	New Organizational Documents.	25
J.	Directors and Officers of the Reorganized Debtors.	25
K.	Effectuating Documents; Further Transactions.	26
L.	Certain Securities Law Matters.	26
M.	Section 1146 Exemption.	27
N.	Employee Compensation and Benefits.	27
O.	Director and Officer Liability Insurance.	28
P.	Management Incentive Plan.	28
Q.	Preservation of Causes of Action.	28
R.	Cashless Transactions.	29

Article V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES		29
A.	Assumption and Rejection of Executory Contracts and Unexpired Leases.	29
B.	Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.	30
C.	Indemnification Obligations.	31
D.	Insurance Policies.	31
E.	Reservation of Rights.	31
F.	Nonoccurrence of Effective Date.	31
G.	Contracts and Leases Entered Into After the Petition Date.	31
Article VI. PROVISIONS GOVERNING DISTRIBUTIONS		32
A.	Timing and Calculation of Amounts to Be Distributed.	32
B.	Disbursing Agent.	32
C.	Rights and Powers of Disbursing Agent.	32
D.	Delivery of Distributions and Undeliverable or Unclaimed Distributions.	33
E.	Surrender of Cancelled Instruments or Securities.	34
F.	Manner of Payment.	34
G.	Compliance with Tax Requirements.	34
H.	Allocations.	34
I.	No Postpetition Interest on Claims.	34
J.	Setoffs and Recoupment.	34
K.	Claims Paid or Payable by Third Parties.	35
Article VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS		35
A.	Disputed Claims Process.	35
B.	Allowance of Claims.	36
C.	Claims Administration Responsibilities.	36
D.	Adjustment to Claims without Objection.	36
E.	Disallowance of Claims or Interests.	37
F.	No Distributions Pending Allowance.	37
G.	Distributions After Allowance.	37
Article VIII. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS		37
A.	Discharge of Claims and Termination of Interests.	37
B.	Release of Liens.	38
C.	Releases by the Debtors.	38
D.	Releases by the Releasing Parties.	39
E.	Exculpation.	40
F.	Injunction.	40
G.	Protections Against Discriminatory Treatment.	41
H.	Document Retention.	41
I.	Reimbursement or Contribution.	41

ii

Article IX. CONDITIONS PRECEDENT TO CONSUMMATION OF THe PLAN		41
A.	Conditions Precedent to the Effective Date.	41
B.	Waiver of Conditions.	43
C.	Substantial Consummation.	43
D.	Effect of Failure of Conditions.	43
Article X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF This PLAN		43
A.	Modification and Amendments.	43
B.	Effect of Confirmation on Modifications.	43
C.	Revocation or Withdrawal of Plan.	44
Article XI. RETENTION OF JURISDICTION		44
Article XII. MISCELLANEOUS PROVISIONS		45
A.	Immediate Binding Effect.	45
B.	Additional Documents.	46
C.	Payment of Statutory Fees.	46
D.	Statutory Committee and Cessation of Fee and Expense Payment.	46
E.	Reservation of Rights.	46
F.	Successors and Assigns.	46
G.	Notices.	46
H.	Term of Injunctions or Stays.	47
I.	Entire Agreement.	47
J.	Exhibits.	48
K.	Nonseverability of Plan Provisions.	48
L.	Votes Solicited in Good Faith.	48
M.	Closing of Chapter 11 Cases.	48
N.	Waiver or Estoppel.	48

iii

INTRODUCTION

Nine Energy Service, Inc. (“Nine Energy”) and its affiliated debtors and debtors in possession (collectively, the “Debtors”) propose this joint prepackaged chapter 11 plan of reorganization (as amended, supplemented, or otherwise modified from time to time, this “Plan”) for the resolution of the outstanding Claims against and Interests in the Debtors pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in ‎Article I.A of this Plan. Holders of Claims against or Interests in the Debtors may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, risk factors, and projections of future operations, as well as a summary and description of this Plan, the Restructuring Transactions, and certain related matters. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code.

ALL HOLDERS OF CLAIMS AGAINST OR INTERESTS IN THE DEBTORS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED TO READ THIS PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN. ALL HOLDERS OF CLAIMS AND INTERESTS SHOULD REVIEW THE SECURITIES LAW RESTRICTIONS AND NOTICES SET FORTH IN THIS PLAN (INCLUDING UNDER ‎Article IV.L HEREOF) IN FULL.

Article I.

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME, and governing Law

A.	Defined Terms.

As used in this Plan, capitalized terms have the meanings set forth below.

“AdHoc Group” means that certain ad hoc group of Senior Secured Noteholders represented by the Ad Hoc Group Advisors.
“AdHoc Group Advisors” means (a) Milbank LLP, as legal counsel to the Ad Hoc Group, (b) Houlihan Lokey Capital, Inc., as investment banker to the Ad Hoc Group, (c) Porter Hedges, LLP, as local counsel to the Ad Hoc Group, and (d) any other counsel or advisor engaged by the Ad Hoc Group in its reasonable discretion, including any local counsel, board search consultant, and operational or industry advisors.
“AdministrativeClaim” means any Claim against any Debtor arising before the Effective Date for the costs and expenses of administration of the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred by the Debtors on or after the Petition Date until and including the Effective Date of preserving the Estates and operating the Debtors’ businesses incurred on or after the Petition Date and through the Effective Date; (b) Allowed Professional Fee Claims; (c) any adequate protection Claims provided for in the DIP Orders; (d) the Restructuring Expenses; and (e) all fees and charges assessed against the Estates pursuant to section 1930 of chapter 123 of the Judicial Code.
“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code as if such Entity was a debtor in a case under the Bankruptcy Code.
“Agents/Trustees” means, collectively, the DIP Agent, the Senior Secured Notes Trustee, the Prepetition ABL Agent, and the Exit ABL Facility Agent.

1
“Allowed” means a Claim or an Interest that is allowed under this Plan, under the Bankruptcy Code, or by a Final Order, as applicable. For the avoidance of doubt, (a) there is no requirement to File a Proof of Claim (or move the Bankruptcy Court for allowance) to be an Allowed Claim under this Plan, and (b) the Debtors may affirmatively determine to deem Unimpaired Claims Allowed to the same extent such Claims would be allowed under applicable non-bankruptcy Law; provided that the Reorganized Debtors shall retain all claims and defenses with respect to Allowed Claims that are Reinstated or otherwise Unimpaired pursuant to this Plan.
“AssumedExecutory Contracts and Unexpired Leases” means those Executory Contracts and Unexpired Leases to be assumed by the applicable Reorganized Debtors.
“AssumedExecutory Contracts and Unexpired Leases List” means the list of Executory Contracts and Unexpired Leases (with proposed Cure amounts) that will be assumed by the Reorganized Debtors, which list shall be included in the Plan Supplement, as the same may be amended, modified, or supplemented from time to time.
“AvoidanceActions” means any and all actual or potential avoidance, recovery, subordination, or other Claims, Causes of Action, or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest under the Bankruptcy Code or applicable non-bankruptcy Law, including Claims, Causes of Action, or remedies arising under sections 502, 510, 542, 544, 545, and 547 (through and including sections 553 and 724(a)) of the Bankruptcy Code, or other similar or related local, state, federal, or foreign statutes, and common Law, including fraudulent transfer Laws or other applicable Law.
“BankruptcyCode” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.
“BankruptcyCourt” means the United States Bankruptcy Court for the Southern District of Texas.
“BankruptcyRules” means the Federal Rules of Bankruptcy Procedure promulgated under section 2075 of title 28 of the United States Code, 28 U.S.C. §§ 1–4001.
“BusinessDay” means any day other than a Saturday, Sunday, “legal holiday” (as defined in Bankruptcy Rule 9006(a)), or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York.
“Cash” or “$” means cash and cash equivalents, including bank deposits, checks, and other similar items in the legal tender of the United States of America.
“CashCollateral” has the meaning ascribed to it under section 363(a) of the Bankruptcy Code.
“Causesof Action” means any and all actions, Claims, interests, damages, remedies, causes of action, controversies, demands, proceedings, agreements, rights, Liens, indemnities, contributions, guaranties, suits, obligations, liabilities, judgments, accounts, defenses, offsets, powers, privileges, licenses, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or noncontingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. Causes of Action also include: (a) any and all rights of setoff, counterclaim, or recoupment, and Claims for breach of contract or for breach of duties imposed by law or in equity; (b) any and all rights to dispute, object to, compromise, or seek to recharacterize, reclassify, subordinate, or disallow Claims against or Interests in the Debtors; (c) any and all Claims pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) any and all Claims or defenses, including fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any and all Avoidance Actions arising under chapter 5 of the Bankruptcy Code or under similar local, state, federal, or foreign statutes and common law, including fraudulent transfer laws.

2
“Chapter 11Cases” means (a) when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b) when used with reference to all Debtors, any procedurally consolidated and jointly administered cases Filed for the Debtors under chapter 11 of the Bankruptcy Code in the Bankruptcy Court.
“Claim” has the meaning ascribed to it in section 101(5) of the Bankruptcy Code.
“Claimsand Noticing Agent” means Epiq Corporate Restructuring, LLC, in its capacity as claims, noticing, and solicitation agent for the Debtors.
“ClaimsRegister” means the official register of Claims against and Interests in the Debtors maintained by the clerk of the Bankruptcy Court or the Claims and Noticing Agent.
“Class” means a class of Claims or Interests as set forth in ‎Article III hereof pursuant to sections 1122(a) and 1123 of the Bankruptcy Code.
“CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case Filing system.
“CombinedHearing” means the hearing before the Bankruptcy Court under section 1128 of the Bankruptcy Code to consider Confirmation of the Plan and approval of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time.
“Compensationand Benefits Programs” means all employment and severance agreements and policies, and all employment, wages, compensation, and benefit plans and policies, workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, supplemental executive retirement plans, healthcare plans, disability plans, severance benefit plans, incentive and retention plans, programs, and payments, life and accidental death and dismemberment insurance plans and programs, for all employees who are current employees of the Debtors as of the Petition Date, and all amendments and modifications thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directors and managers, in each case existing with the Debtors as of immediately prior to the Effective Date.
“Confirmation” means the Bankruptcy Court’s entry of the Confirmation Order on the docket of the Chapter 11 Cases.
“ConfirmationDate” 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.
“ConfirmationOrder” means the order of the Bankruptcy Court confirming this Plan pursuant to section 1129 of the Bankruptcy Code, which may constitute the Disclosure Statement Order.
“ConsentingNoteholders” means, collectively, the beneficial holders of, or investment advisors, sub-advisors, or managers of discretionary accounts that hold, Senior Secured Notes Claims that have executed and delivered counterpart signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel to Nine Energy.
“ConsentingPrepetition ABL Lenders” means the Holders of Prepetition ABL Claims that have executed and delivered counterparty signature pages to the RSA, a Joinder, or a Transfer Agreement to counsel of Nine Energy.
“ConsentingStakeholders” means, collectively, the Consenting Prepetition ABL Lenders and the Consenting Noteholders.

3
“Consummation” means the occurrence of the Effective Date.
“Cure” means a Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.
“D&OLiability Insurance Policies” means all insurance policies of any of the Debtors for directors’, managers’, and officers’ liability existing as of the Petition Date (including any “tail policy”) and all agreements, documents, or instruments relating thereto.
“DebtorRelease” means the release set forth in ‎Article VIII.C of this Plan.
“Debtors” means, collectively, Nine Energy, a company incorporated and existing under the laws of Delaware, and its debtor Affiliates.
“DefinitiveDocuments” means all material documents in respect of the Restructuring Transactions (including but not limited to the following): (a) this Plan; (b) the Confirmation Order; (c) the Disclosure Statement; (d) the Disclosure Statement Order; (e) the Solicitation Materials; (f) the DIP Documents; (g) the Plan Supplement; (h) the New Organizational Documents; (i) the Exit ABL Facility Documents; (j) the First Day Pleadings (and all orders sought pursuant thereto); and (k) any other materials, amendments, modifications, supplements, documents, opinions, instruments, schedules, or exhibits described in, related to, contemplated in, or reasonably necessary to implement the foregoing (including the Restructuring Steps Plan) to be Filed by the Debtors in connection with the Chapter 11 Cases; provided that notwithstanding anything herein or in any Definitive Document to the contrary, the Definitive Documents shall not include any ministerial notices and similar ministerial documents, retention applications, fee applications, fee statements, any similar pleadings or motions relating to the retention or fees of any professional, monthly operating reports, certifications of service, or any declarations, affidavits, or replies in support of any of the foregoing or in support of the Definitive Documents.
“DIPAdvisors” means (a) Paul Hastings LLP, as counsel to the DIP Agent, (b) Blake, Cassels & Graydon LLP, as Canadian counsel to the DIP Agent, and (c) such other professional advisors as are retained by the DIP Agent, solely in the case of this clause (c), with the consent of the Debtors (not to be unreasonably withheld).
“DIPAgent” means White Oak Commercial Finance, LLC, in its capacity as administrative agent and collateral agent under the DIP Credit Agreement, and any successors and permitted assigns, in such capacity.
“DIPClaim” means any Claim derived from, arising under, based upon, or secured pursuant to the DIP Credit Agreement and the DIP Orders.
“DIPCredit Agreement” means that certain Senior Secured Superpriority Asset-Based Debtor-In-Possession Loan and Security Agreement, attached as Exhibit 1 to the DIP Orders (as may be amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time), by and among Nine Energy Service, Inc., Nine Energy Canada Inc., CDK Perforating, LLC, Crest Pumping Technologies, LLC, RedZone Coil Tubing LLC, and Nine Downhole Technologies, LLC, each as borrowers, Nine Energy Service LLC, MOTI Holdco, LLC, Magnum Oil Tools, GP, LLC, and Magnum Tools International, LTD, each as guarantors, White Oak Commercial Finance, LLC, as the DIP Agent, and the DIP Lenders party thereto setting forth the terms and conditions of the DIP Facility.

4
“DIPDocuments” means, collectively, the documentation governing the DIP Facility, including the DIP Credit Agreement, any “Loan Documents” under and as defined in the DIP Credit Agreement, and any other agreements, documents, and instruments delivered or entered into in connection therewith, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, budgets, and other security documents, the DIP Orders, the DIP Motion, the DIP Term Sheet, and any amendments, modifications, and supplements to any of the foregoing.
“DIPFacility” means the new senior secured superpriority asset-based financing facility provided by the DIP Lenders to the Debtors on the terms and conditions set forth in the DIP Documents.
“DIPLenders” means the lenders under the DIP Credit Agreement.
“DIPMotion” means any motion Filed with the Bankruptcy Court seeking approval of the DIP Facility.
“DIPOrders” means, collectively, the Interim DIP Order and the Final DIP Order.
“DIPTerm Sheet” means the term sheet describing the terms of the DIP Facility that is attached to the RSA as Exhibit C.
“DisbursingAgent” means the Debtors or the Reorganized Debtors, as applicable, or the Entity or Entities selected by the Debtors or the Reorganized Debtors to make or facilitate distributions contemplated under this Plan.
“DisclosureStatement” means the disclosure statement with respect to this Plan, including all exhibits, schedules, supplements, modifications, and amendments thereto.
“DisclosureStatement Order” means the order of the Bankruptcy Court, which may be the Confirmation Order, approving the Disclosure Statement as a disclosure statement meeting the applicable requirements of the Bankruptcy Code and, to the extent necessary, approving the Solicitation Materials.
“Disputed” means, as to a Claim or an Interest, any Claim or Interest (or portion thereof): (a) that is not Allowed; (b) that is not disallowed by this Plan, the Bankruptcy Code, or a Final Order, as applicable; (c) as to which a dispute is being adjudicated by a court of competent jurisdiction in accordance with non-bankruptcy Law; (d) that is Filed in the Bankruptcy Court and not withdrawn, as to which a timely objection or a request for estimation has been Filed; and (e) with respect to which a party in interest has Filed a Proof of Claim or otherwise made a written request to a Debtor for payment, without any further notice to or action, order, or approval of the Bankruptcy Court.
“DistributionDate” means, except as otherwise set forth in this Plan, the date or dates determined by the Debtors or the Reorganized Debtors, as applicable, on or after the Effective Date upon which the Disbursing Agent shall make distributions to Holders of Allowed Claims entitled to receive distributions under this Plan.
“DistributionRecord Date” means, other than with respect to publicly held Securities, the record date for purposes of making distributions under this Plan on account of Allowed Claims, which date shall be the Effective Date, or such other date as determined by the Debtors and the Required Consenting Noteholders.
“DTC” means The Depository Trust Company.

5
“EffectiveDate” means, as to the applicable Debtor, the date that is the first Business Day after the Confirmation Date on which (a) no stay of the Confirmation Order is in effect; (b) all conditions precedent to the occurrence of the Effective Date set forth in ‎Article IX.A of this Plan have been satisfied or waived in accordance with ‎Article IX.B of this Plan; and (c) this Plan is declared effective by the Debtors. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable thereafter.
“Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.
“Estate” means, as to each Debtor, the estate created for such Debtor in its Chapter 11 Case pursuant to sections 301 and 541 of the Bankruptcy Code upon the commencement of such Debtor’s Chapter 11 Case.
“ExculpatedParties” means, collectively, and in each case in its capacity as such: (a) each of the Debtors and (b) the independent directors or managers of any Debtor.
“ExecutoryContract” means a contract to which one or more of the Debtors are a party and that is subject to assumption or rejection under section 365 or 1123 of the Bankruptcy Code.
“ExitABL Facility” means the new senior-secured asset-based loan facility, secured by a first lien security interest on all assets of the Reorganized Debtors, in an aggregate principal amount equal to $135 million, on terms and conditions consistent with the RSA and the Exit ABL Facility Term Sheet.
“ExitABL Facility Advisors” means (a) Paul Hastings LLP, as counsel to the Exit Facility Agent (as defined in the Exit ABL Facility Term Sheet), (b) Blake, Cassels & Graydon LLP, as Canadian counsel to the Exit Facility Agent, (c) and such other professional advisors as are retained by the Exit Facility Agent, solely in the case of this clause (c), with the consent of the Debtors or the Reorganized Debtors (in either case, not to be unreasonably withheld).
“ExitABL Facility Agent” means the agent under the Exit ABL Facility.
“ExitABL Facility Claims” means any Claim on account of indebtedness under the Exit ABL Facility.
“ExitABL Facility Credit Agreement” means the credit agreement governing the Exit ABL Facility.
“ExitABL Facility Documents” means the Exit ABL Facility Credit Agreement, the Exit ABL Facility Term Sheet*,* and any other documentation necessary or appropriate to effectuate the incurrence of the Exit ABL Facility.
“ExitABL Facility Lenders” means, collectively, each lender under the Exit ABL Facility.
“ExitABL Facility Loans” means the loans provided under the Exit ABL Facility.
“ExitABL Facility Term Sheet” means the term sheet describing the terms of the Exit ABL Facility that is attached to the RSA as Exhibit D.

6
“FederalJudgment Rate” means the federal judgment rate specified by 28 U.S.C. § 1961 in effect 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.
“FinalDIP Order” means any order entered by the Bankruptcy Court on a final basis approving the DIP Motion.
“FinalOrder” means, as applicable, an order or judgment of the Bankruptcy Court or another court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, stayed, vacated, 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, seek certiorari, or move for a new trial, reargument, or rehearing thereof has expired and no appeal, petition for certiorari, or other proceeding for a new trial, reargument, or rehearing thereof 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 could be appealed or from which certiorari could be sought or the new trial, re-argument, leave to appeal or rehearing shall have been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice; provided, however, that the possibility that a motion under rule 59 or 60 of the Federal Rules of Civil Procedure, or any comparable rule under the Bankruptcy Rules, the Local Bankruptcy Rules, or applicable non-bankruptcy Law may be Filed with respect to such order or judgment shall not cause such order or judgment to not be a Final Order.
“FirstDay Pleadings” means the first-day pleadings that the Debtors determine are necessary or desirable to File on the Petition Date.
“GeneralUnsecured Claim” means any Claim against the Debtors that is not (a) an Other Secured Claim, (b) an Administrative Claim; (c) an Other Priority Claim, (d) a Priority Tax Claim, (e) a DIP Claim, (f) an Intercompany Claim, (g) a Section 510(b) Claim, (h) a Prepetition ABL Claim, (i) a Senior Secured Notes Claim, or (j) otherwise secured by collateral or entitled to priority under the Bankruptcy Code or an order of the Bankruptcy Court.
“GoverningBody” means, in each case in its capacity as such, a board of directors, board of managers, manager, managing member, general partner, special committee, or any other similar governing body of any Debtor.
“GovernmentalUnit” has the meaning set forth in section 101(27) of the Bankruptcy Code.
“Holder” means any Entity that is the record owner of a Claim against, or an Interest in, any Debtor, as applicable.
“Impaired” means, with respect to a Claim or Interest, or a Class of Claims against or Interests in the Debtors, a Class of Claims against or Interests in the Debtors that is impaired within the meaning of section 1124 of the Bankruptcy Code.
“IntercompanyClaim” means any Claim against a Debtor held by another Debtor.
“IntercompanyInterest” means any Interest in a Debtor held by another Debtor.
“Interests” means the shares (or any class thereof), common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Debtor, and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible into the shares (or any class thereof), common stock, preferred stock, limited liability company interests, or other equity, ownership, or profits interests of any Debtor (in each case whether or not arising under or in connection with any employment agreement).

7
“InterimDIP Order” means any order entered by the Bankruptcy Court on an interim basis approving the DIP Motion.
“Joinder” means an executed joinder to the RSA, substantially in the form attached thereto as Exhibit F.
“JudicialCode” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001, as amended from time to time, and as applicable to the Chapter 11 Cases.
“Law” means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction (including the Bankruptcy Court).
“Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.
“LocalBankruptcy Rules” means the Local Bankruptcy Rules for the Southern District of Texas.
“ManagementIncentive Plan” means the management incentive plan to be designed and adopted by the New Board following the Effective Date.
“NewBoard” means the new board of directors or similar governing body of Reorganized Nine Energy, which shall be selected in accordance with the New Organizational Documents.
“NewEquity Interests” means equity, common stock, or membership interests, in Reorganized Nine Energy, as applicable, issued on or after the Effective Date pursuant to the Plan.
“NewOrganizational Documents” means the documents providing for corporate governance of the Reorganized Debtors, as applicable, including any charters, bylaws, certificates of incorporation, certificates of formation, limited liability company agreements, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, which shall be consistent with this Plan and section 1123(a)(6) of the Bankruptcy Code (as applicable), and shall be included in the Plan Supplement.
“NineEnergy” means Nine Energy Service, Inc.
“NineEnergy Equity Interests” means, collectively, all existing equity interests in Nine Energy, including all common stock issued by Nine Energy and historically listed on the New York Stock Exchange under the ticker “NINE”, and any other Interests (including any common unit or preferred stock), rights, options, warrants, preferred securities, or Claims linked to the equity or profit of the Debtors.
“Non-Debtor” means all direct and indirect subsidiaries of any Debtor that are not Debtors in these Chapter 11 Cases.
“OtherPriority Claim” means any Claim against any of the Debtors, other than an Administrative Claim or a Priority Tax Claim, that is entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.
“OtherSecurities” has the meaning as set forth in Article IV.L of this Plan.
“OtherSecured Claim” means any other Secured Claim against the Debtors, other than a DIP Claim or a Senior Secured Notes Claim.
“Person” has the meaning set forth in section 101(41) of the Bankruptcy Code.

8
“PetitionDate” means the first date any of the Debtors commences a Chapter 11 Case.
“Plan” means this joint chapter 11 plan, including all exhibits, supplements (including the Plan Supplement), appendices, and schedules (as amended, modified, or supplemented from time to time in accordance with the terms hereof).
“PlanDistribution” means a payment or distribution to the Holders of Allowed Claims, Allowed Interests, or other eligible Entities under and in accordance with this Plan.
“PlanSupplement” means the compilation of documents and forms of documents, agreements, schedules, and exhibits to the Plan that will be Filed by the Debtors with the Bankruptcy Court.
“PrepetitionABL Advisors” means (a) Paul Hastings LLP, as counsel to the Prepetition ABL Agent, (b) Blake, Cassels & Graydon LLP, as Canadian counsel to the Prepetition ABL Agent, and (c) such other professional advisors as are retained by the Prepetition ABL Agent, solely in the case of this clause (c), with the consent of the Debtors (not to be unreasonably withheld).
“PrepetitionABL Agent” means White Oak Commercial Finance, LLC, in its capacity as administrative and collateral agent under the Prepetition ABL Credit Agreement.
“PrepetitionABL Claim” means any Claim on account of indebtedness under the Prepetition ABL Facility pursuant to the Prepetition ABL Credit Agreement and the other Prepetition ABL Loan Documents, including with respect to any loans and letters of credit issued thereunder.
“PrepetitionABL Credit Agreement” means that certain loan and security agreement, dated as of May 1, 2025, by and among: (a) Nine Energy and certain of its subsidiaries, as borrower; (b) Nine Energy Service, LLC, Moti Holdco, LLC, Magnum Oil Tools GP, LLC, and Magnum Oil Tools International, LTD, as guarantors; (c) the Prepetition ABL Lenders; and (d) the Prepetition ABL Agent (as may be further amended, restated, supplemented, or otherwise modified from time to time).
“PrepetitionABL Facility” means that certain asset-backed senior secured revolving credit facility in the approximate principal amount of $125 million issued pursuant to the Prepetition ABL Credit Agreement.
“PrepetitionABL Lenders” means, collectively, White Oak ABL 3, LLC, White Oak Europe ABL Limited, and any permitted successors and assigns of the foregoing in their capacity as lenders pursuant to the Prepetition ABL Credit Agreement.
“PrepetitionABL Loan Documents” means “Loan Documents” as defined in the Prepetition ABL Credit Agreement.
“PriorityTax Claim” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.
“ProRata” means the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims in that Class.
“Professional” means an Entity (other than an ordinary course professional): (a) employed, or proposed to be employed prior to the Confirmation Date, 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 prior to or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code; or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

“ProfessionalFee Amount” means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses that the Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Effective Date, which estimates Professionals shall deliver to the Debtors as set forth in ‎Article II.D of this Plan.
“ProfessionalFee Claim” means any Claim by a Professional seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred on or after the Petition Date by such Professionals through and including the Effective Date under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code to the extent that such fees and expenses have not been paid pursuant to an order of the Bankruptcy Court and/or in the ordinary course of business and consistent with past practice. To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim. For the avoidance of doubt, the Restructuring Expenses shall not be considered Professional Fee Claims, and any such amounts shall be paid in accordance with the DIP Orders and this Plan, as applicable.
“ProfessionalFee Escrow Account” means an interest-bearing account funded by the Debtors or the Reorganized Debtors, as applicable, on the Effective Date in an amount equal to the Professional Fee Amount.
“Proofof Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.
“RegulationD” means Regulation D under the Securities Act.
“RegulationS” means Regulation S under the Securities Act.
“Reinstate,” “Reinstated,” or “Reinstatement” means, with respect to Claims and Interests, that the Claim or Interest shall not be discharged hereunder, and the Holder’s legal, equitable, and contractual rights on account of such Claim or Interest shall remain unaltered by Consummation and be rendered Unimpaired in accordance with section 1124 of the Bankruptcy Code.
“RejectedExecutory Contracts and Unexpired Leases List” means the schedule of Executory Contracts and Unexpired Leases, if any, to be rejected by the Debtors pursuant to this Plan, as the same may be amended, modified, or supplemented from time to time.
“RelatedParty” means, collectively, with respect to any Person or Entity, each of, and in each case in its capacity as such, such Person’s or Entity’s current and former directors (including outside directors), managers, officers, investment committee members, members of any Governing Body, equity holders (regardless of whether such interests are held directly or indirectly), affiliated investment funds or investment vehicles, managed accounts or funds, predecessors, participants, successors, assigns (whether by operation of Law or otherwise), subsidiaries, current and former Affiliates, partners, limited partners, general partners, principals, members, management companies, fund advisors or managers, fiduciaries, trustees, employees, agents, trustees, advisory board members, financial advisors, attorneys (including any other attorneys or professionals retained by any current or former director or manager in his or her capacity as director or manager of an Entity), accountants, investment bankers, consultants, representatives, restructuring advisors, and other professionals and advisors, and any such Person’s or Entity’s respective heirs, executors, estates, and nominees.
“ReleasedParties” means, collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Lenders; (d) the Agents (including the DIP Agent); (e) the Senior Secured Notes Trustee; (f) the members of the Ad Hoc Group; (g) the Consenting Stakeholders; (h) Holders of Prepetition ABL Claims; (i) the Exit ABL Facility Lenders; (j) Holders of Claims or Interests who vote to accept the Plan or are presumed to accept the Plan and do not affirmatively opt out of the releases set forth herein; (k) Holders of Claims or Interests who abstain from voting on the Plan and who do not affirmatively opt out of the releases set forth herein; (l) Holders of Claims or Interests who vote to reject the Plan or are deemed to reject the Plan but do not affirmatively opt out of the releases set forth herein; (m) each current and former Affiliate of each Entity in clause (a) through the following clause (n); and (n) each Related Party of each Entity in clause (a) through clause (n); provided that, in each case, an Entity shall not be a Released Party if it: (i) affirmatively opts out of the releases in the Plan; or (ii) timely objects to the releases in the Plan and such objection is not resolved before the Combined Hearing.

“ReleasingParties” means, collectively, and in each case in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the DIP Lenders; (d) the Agents (including the DIP Agent); (e) the Senior Secured Notes Trustee; (f) the members of the Ad Hoc Group; (g) the Consenting Stakeholders; (h) Holders of Prepetition ABL Claims; (i) the Exit ABL Facility Lenders; (j) Holders of Claims or Interests who vote to accept the Plan or are presumed to accept the Plan and do not affirmatively opt out of the releases set forth herein; (k) Holders of Claims or Interests who abstain from voting on the Plan and who do not affirmatively opt out of the releases set forth herein; (l) Holders of Claims or Interests who vote to reject the Plan or are deemed to reject the Plan but do not affirmatively opt out of the releases set forth herein; (m) each current and former Affiliate of each Entity in clause (a) through the following clause (n); and (n) each Related Party of each Entity in clause (a) through clause (n); provided that, in each case, an Entity shall not be a Releasing Party if it: (i) affirmatively opts out of the releases in the Plan; or (ii) timely objects to the releases in the Plan and such objection is not resolved before the Combined Hearing.
“ReorganizedDebtors” means, collectively, on and after the Effective Date, each of the Debtors as reorganized under this Plan, including the Reorganized Nine Energy, or any successor or assign thereto, by transfer, merger, consolidation, or otherwise, including any new Entity established in connection with the implementation of the Restructuring Transactions.
“ReorganizedNine Energy” means Nine Energy, as reorganized pursuant to this Plan, on and after the Effective Date, or any successors or assigns thereto including by transfer, merger, consolidation, reorganization, or otherwise in connection with the implementation of the Restructuring Transactions, or a new corporation, limited liability company, or partnership that may be formed to, among other things, directly or indirectly acquire substantially all of the assets and/or stock of the Debtors and issue the New Equity Interests to be distributed pursuant to this Plan.
“RequiredConsenting Noteholders” means, as of the relevant date, the Consenting Noteholders holding at least 50.01% of the aggregate outstanding principal amount of Senior Secured Notes that are held by the Consenting Noteholders.
“RequiredConsenting Stakeholders” means, collectively, the Consenting Prepetition ABL Lenders and the Required Consenting Noteholders.
“RestructuringExpenses” means all reasonable, documented, due and owing prepetition and postpetition fees, costs, and out-of-pocket expenses of (i) the Ad Hoc Group Advisors, (ii) the Prepetition ABL Advisors, (iii) the DIP Advisors, (iv) the Exit ABL Facility Advisors, in each of the foregoing clauses (i) through (iii), incurred on or prior to the Effective Date and, in each case, to the extent applicable, in accordance with and to the extent permitted by their respective engagement letters or fee reimbursement letters with the Debtors and/or any applicable order of the Bankruptcy Court (including the reasonable and documented fees, costs and expense accrued since the inception of their respective engagement letters and not previously paid by, or on behalf of, the Debtors).
“RestructuringSteps Plan” means the description, as set forth in the Plan Supplement, of the steps to be carried out to effectuate the Restructuring Transactions in accordance with this Plan, the RSA, and any Definitive Document.
“RestructuringTransactions” means the transactions described in ‎Article IV.B of this Plan and the Restructuring Steps Plan.
“RSA” means that certain restructuring support agreement, dated as of February 1, 2026, by and among the Debtors and the Consenting Stakeholders, including all exhibits thereto, as may be amended, modified, or supplemented from time to time, in accordance with its terms.
“Scheduleof Retained Causes of Action” means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan and which shall be Filed with the Plan Supplement, as the same may be amended, modified, or supplemented from time to time.

“SEC” means the United States Securities and Exchange Commission.
“Section 510(b)Claim” means any Claim or Interest against a Debtor subject to subordination under section 510(b) of the Bankruptcy Code.
“SecuredClaim” means a Claim that is: (a) secured by a valid, perfected, and enforceable Lien on collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code to the extent of the amount subject to setoff.
“SecuritiesAct” means the Securities Act of 1933, as amended.
“Security” or “Securities” has the meaning set forth in section 2(a)(1) of the Securities Act.
“SeniorSecured Noteholder” means any holder (or beneficial holder) of, or nominee, investment advisor, sub-advisor, or manager of discretionary accounts that hold Senior Secured Notes Claims.
“SeniorSecured Notes” means the 13.00% Senior Secured Notes, due 2028, issued pursuant to the Senior Secured Notes Indenture.
“SeniorSecured Notes Claim” means any Claim on account of the Senior Secured Notes.
“SeniorSecured Notes Indenture” means that certain indenture, dated as of January 30, 2023, by and among Nine Energy, as issuer, certain of its subsidiaries, as guarantors, and the Senior Secured Notes Trustee (as amended, restated, supplemented, or otherwise modified from time to time).
“SeniorSecured Notes Trustee” means U.S. Bank Trust Company, National Association, as trustee, notes collateral agent, paying agent, and registrar, in each case in its capacity as such under the Senior Secured Notes Indenture.
“SolicitationMaterials” means all materials used in connection with the solicitation of votes on this Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code (as such materials may be modified, supplemented, or amended), including the Disclosure Statement and any procedures established by the Bankruptcy Court with respect to the solicitation of votes on the Plan.
“Third-PartyRelease” means the release set forth in ‎Article VIII.D of this Plan.
“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions); provided that any pledge in favor of a bank or broker dealer at which a Consenting Noteholder maintains an account, where such bank or broker dealer holds a security interest or other encumbrance over property in the account, generally shall not be deemed a “Transfer” under this Plan.
“TransferAgreement” means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of the RSA and substantially in the form attached to the RSA as Exhibit E.

“UnexpiredLease” means a lease of non-residential, real property to which one or more of the Debtors are a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.
“Unimpaired” means, with respect to a Claim against or an Interest in a Debtor, not impaired within the meaning of section 1124 of the Bankruptcy Code.

B.	Rules of Interpretation.

For purposes of this Plan: (1) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented in accordance with this Plan or the Confirmation Order, as applicable; (4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to Articles hereof; (6) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to this Plan (including the exhibits and Plan Supplement) in its entirety rather than to a particular portion of this Plan; (8) subject to the provisions of any contract, charter, bylaws, limited liability company agreements, operating agreements, certificates of incorporation, or other organizational documents or shareholders’ agreements, as applicable, instrument, release, or other agreement or document created or entered into in connection with this Plan, the rights and obligations arising pursuant to this Plan shall be governed by, and construed and enforced in accordance with the applicable Law, including the Bankruptcy Code and the Bankruptcy Rules; (9) any immaterial effectuating provisions may be interpreted by the Debtors or Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of this Plan all without further notice to or action, order, or approval, of the Bankruptcy Court or any other Entity; (10) unless otherwise specified, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation”; (11) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Plan; (12) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (13) 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; (14) all references to docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (15) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (16) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs of Interest,” “Holders of Interests,” “Disputed Interests,” and the like, as applicable; (17) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable state limited liability company Laws; and (18) all references herein to consent, acceptance, or approval may be conveyed by counsel for the respective Person or Entity that have such consent, acceptance, or approval rights, including by electronic mail.

C.	Computation of Time.

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to this Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date.

D.	Governing Law.

Except to the extent a rule of Law or procedure is supplied by federal Law (including the Bankruptcy Code and the Bankruptcy Rules), or unless otherwise specifically stated, and subject to the provisions of any contract, lease, instrument, release, indenture, or other agreement or document entered into expressly in connection herewith, the rights and obligations arising hereunder shall be governed by, and construed, implemented, and enforced in accordance with, the Laws of the State of New York, without giving effect to the principles of conflict of Laws (other than section 5-1401 and section 5-1402 of the New York General Obligations Law); provided that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, not incorporated in New York shall be governed by the Laws of the state of incorporation or formation of the relevant Debtor or the Reorganized Debtor, as applicable.

E.	Reference to Monetary Figures.

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

F.	Reference to the Debtors or the Reorganized Debtors.

Except as otherwise specifically provided in this Plan to the contrary, references in this Plan to the Debtors or the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

G.	Nonconsolidated Plan.

Although for purposes of administrative convenience and efficiency this Plan has been proposed as a joint plan for each of the Debtors and presents Classes of Claims against and Interests in the Debtors, this Plan does not provide for the substantive consolidation of any of the Debtors.

H.	Controlling Document.

In the event of an inconsistency between this Plan and the Disclosure Statement, the terms of this Plan shall control in all respects. In the event of an inconsistency between this Plan and the Plan Supplement, the terms of the relevant provision in the Plan Supplement shall control (unless stated otherwise in such Plan Supplement document or in the Confirmation Order). In the event of an inconsistency between the Confirmation Order and this Plan or the Disclosure Statement, the Confirmation Order shall control.

I.	Consultation, Notice, Information, and Consent Rights.

Notwithstanding anything herein to the contrary, any and all respective consultation, information, notice, and consent rights set forth in the RSA (including the exhibits thereto), with respect to the form and substance of this Plan, all exhibits to this Plan, the Plan Supplement, and all other Definitive Documents, including any amendments, restatements, supplements, or other modifications to such agreements and documents, and any consents, waivers, or other deviations under or from any such documents, shall be incorporated herein by this reference (including the applicable definitions in ‎Article I hereof) and fully enforceable as if stated in full herein until such time as the RSA is terminated in accordance with its terms.

Article II.

ADMINISTRATIVE CLAIMS, priority tax claims, DIP Claims, professional fee claims, AND restructuring expenses

A.	Administrative Claims.

Except with respect to the Professional Fee Claims, Restructuring Expenses, and except to the extent that a Holder of an Allowed Administrative Claim and the Debtors against which such Allowed Administrative Claim is asserted agree to less favorable treatment for such Holder, or such Holder has been paid by any Debtors on account of such Allowed Administrative Claim prior to the Effective Date, each Holder of an Allowed Administrative Claim will receive in full and final satisfaction of its Allowed Administrative Claim an amount of Cash equal to the amount of such Allowed Administrative Claim in accordance with the following: (1) if an Administrative Claim is Allowed on or prior to the Effective Date, on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if such Administrative Claim is not Allowed as of the Effective Date, no later than thirty (30) days after the date on which an order allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; (3) if such Allowed Administrative Claim is based on liabilities incurred by the Debtors in the ordinary course of their business after the Petition Date in accordance with the terms and conditions of the particular transaction giving rise to such Allowed Administrative Claim without any further action by the Holder of such Allowed Administrative Claim; (4) at such time and upon such terms as may be agreed upon by such Holder and the Debtors or the Reorganized Debtors, as applicable, and subject to the consent of the Required Consenting Stakeholders, not to be unreasonably withheld, conditioned or delayed; or (5) at such time and upon such terms as set forth in an order of the Bankruptcy Court.

B.	Priority Tax Claims.

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim shall receive, as determined by the applicable Debtor or Reorganized Debtor, Cash equal to the full amount of its Claim or such other treatment in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code, and reasonably acceptable to the Required Consenting Stakeholders.

C.	DIP Claims.

Upon the satisfaction of the Allowed DIP Claims in accordance with the terms of this Plan, or other such treatment as contemplated by this ‎Article II.C of this Plan, all guarantees provided and all Liens and security interests granted, in each case, to secure such obligations shall be automatically released, terminated, and of no further force and effect without any further notice to or action, order, or approval of the Bankruptcy Court or any other Entity. The DIP Agent and the DIP Lenders shall take all actions to effectuate and confirm such termination, release, and discharge as reasonably requested by the Debtors or the Reorganized Debtors, as applicable.

D.	Professional Fee Claims.

Final Fee Applications and Payment of Professional Fee Claims.

Professional Fee Escrow Account.

Professional Fee Amount.

Post-Confirmation Fees and Expenses.

Except as otherwise specifically provided in this Plan, from and after the Confirmation Date, the Debtors or the Reorganized Debtors 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 this Plan and Consummation incurred by the Debtors. 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 the Reorganized Debtors, as applicable, may employ and pay any Professional without any further notice to or action, order, or approval of the Bankruptcy Court.

E.	Payment of Restructuring Expenses.

To the extent not otherwise paid, the Debtors or the Reorganized Debtors, as applicable, shall promptly pay in Cash in full outstanding and invoiced Restructuring Expenses as follows: (i) on the Effective Date, Restructuring Expenses incurred, or estimated to be incurred, during the period prior to the Effective Date to the extent invoiced to the Debtors at least five (5) Business Days in advance of the Effective Date, and (ii) after the Effective Date, any unpaid Restructuring Expenses within five (5) Business Days of receiving an invoice; provided that such Restructuring Expenses shall be paid in accordance with the terms of any applicable engagement letters or other contractual arrangements without the requirement for the filing of retention applications, fee applications, or any other applications in the Chapter 11 Cases, and without any requirement for further notice or Bankruptcy Court review or approval; provided further that, to the extent timely invoiced, Restructuring Expenses that are not paid by the Debtors or the Reorganized Debtors, as applicable, within the timeframes set forth in ‎Article II.D hereof, such Restructuring Expenses shall not be deemed waived and shall be included in a subsequent invoice.

Article III.

CLASSIFICATION AND TREATMENt oF CLAIMS AND INTERESTS

A.	Classification of Claims and Interests.

Except for the Claims addressed in ‎Article II hereof, 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, or any portion thereof, is classified in a particular Class only to the extent that any portion of such Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of such Claim or Interest qualifies within the description of such other Classes. A Claim or an Interest also is classified in a particular Class for the purpose of receiving distributions under this Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date.

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

Class	Claims and Interests	Status	Voting Rights
Class 1	Other Secured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 2	Other Priority Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 3	Prepetition ABL Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 4	Senior Secured Notes Claims	Impaired	Entitled to Vote
Class 5	General Unsecured Claims	Unimpaired	Not Entitled to Vote (Presumed to Accept)
Class 6	Intercompany Claims	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept / Deemed to Reject)
Class 7	Intercompany Interests	Unimpaired / Impaired	Not Entitled to Vote (Presumed to Accept / Deemed to Reject)
Class 8	Nine Energy Equity Interests	Impaired	Not Entitled to Vote (Deemed to Reject)
Class 9	Section 510(b) Claims	Impaired	Not Entitled to Vote (Deemed to Reject)
B.	Treatment of Claims and Interests.
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Pursuant to this Plan, each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive the treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to the extent different treatment is agreed to by the Debtors or the Reorganized Debtors, as applicable, and the Holder of such Allowed Claim or Allowed Interest, as applicable. Unless otherwise indicated, the Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the Effective Date (or, if payment is not then due, in accordance with such Claim’s terms in the ordinary course of business) or as soon as reasonably practicable thereafter.

Class 1 – Other Secured Claims.

(a)	Classification:<br> Class 1 consists of all Allowed Other Secured Claims against any Debtor.
(b)	Treatment:<br> Except to the extent that a Holder of an Allowed Other Secured Claim agrees to less favorable<br> treatment of its Allowed Claim, each Holder of an Allowed Other Secured Claim shall receive,<br> as determined by the applicable Debtor or Reorganized Debtor with the consent (not to be<br> unreasonably withheld, conditioned, or delayed) of the Required Consenting Stakeholders,<br> either:
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(i)	payment<br> in full in Cash in an amount equal to its Allowed Other Secured Claim;
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(ii)	the<br> collateral securing its Allowed Other Secured Claim;
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(iii)	Reinstatement<br> of its Allowed Other Secured Claim; or
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(iv)	such<br> other treatment rendering its Allowed Other Secured Claim Unimpaired.
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(c)	Voting:<br> Class 1 is Unimpaired under this Plan. Holders of Allowed Other Secured Claims are conclusively<br> presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore,<br> such Holders are not entitled to vote to accept or reject this Plan.
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Class 2 – Other Priority Claims.

(a)	Classification:<br> Class 2 consists of all Allowed Other Priority Claims against any Debtor.
(b)	Treatment:<br> Except to the extent that a Holder of an Allowed Other Priority Claim agrees to less favorable<br> treatment of its Allowed Claim, each Holder of an Allowed Other Priority Claim shall receive,<br> as determined by the applicable Debtor or Reorganized Debtor, treatment in a manner consistent<br> with section 1129(a)(9) of the Bankruptcy Code and reasonably acceptable to the Required<br> Consenting Stakeholders.
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(c)	Voting:<br> Class 2 is Unimpaired under this Plan. Holders of Allowed Other Priority Claims are conclusively<br> presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore,<br> such Holders are not entitled to vote to accept or reject this Plan.
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Class 3 – Prepetition ABL Claims.

(a)	Classification:<br> Class 3 consists of all Allowed Prepetition ABL Claims against any Debtor.
(b)	Treatment:<br> Except to the extent that a Holder of an Allowed Prepetition ABL Claim agrees to less favorable<br> treatment of its Allowed Claim, each Holder of an Allowed Prepetition ABL Claim shall receive<br> payment in full in Cash to the extent not converted into DIP Claims in accordance with the<br> DIP Orders.
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(c)	Voting:<br> Class 3 is Unimpaired under this Plan. Holders of Prepetition ABL Claims are conclusively<br> presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore,<br> such Holders are not entitled to vote to accept or reject this Plan.
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Class 4 – Senior Secured Notes Claims.

(a)	Classification:<br> Class 4 consists of all Allowed Senior Secured Notes Claims against any Debtor.
(b)	Treatment:<br> Except to the extent that a Holder of an Allowed Senior Secured Notes Claim agrees to less<br> favorable treatment of its Allowed Claim, on the Effective Date, each Holder of an Allowed<br> Senior Secured Notes Claim shall receive its pro rata share of 100% of the New Equity<br> Interests, which shall be distributed ratably on account of the Allowed Senior Secured Notes<br> Claims and subject to dilution on account of the Management Incentive Plan.
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(c)	Voting:<br> Class 4 is Impaired under this Plan. Holders of Allowed Senior Secured Notes Claims are entitled<br> to vote to accept or reject this Plan.
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Class 5 – General Unsecured Claims.

(a)	Classification:<br> Class 5 consists of all Allowed General Unsecured Claims against any Debtor.
(b)	Treatment:<br> Each Holder of an Allowed General Unsecured Claim shall, as determined by the applicable<br> Debtor or Reorganized Debtor with the consent (not to be unreasonably withheld, conditioned,<br> or delayed) of the Required Consenting Stakeholders, either:
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(i)	be<br> Reinstated; or
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(ii)	receive<br> such other treatment rendering such General Unsecured Claims Unimpaired in accordance with<br> section 1124 of the Bankruptcy Code.
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(c)	Voting:<br> Class 5 is Unimpaired under this Plan. Holders of Allowed General Unsecured Claims in Class<br> 5 are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of<br> the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject<br> this Plan.
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Class 6 – Intercompany Claims.

(a)	Classification:<br> Class 6 consists of all Intercompany Claims.
(b)	Treatment:<br> Each Allowed Intercompany Claim shall be, as determined by the applicable Debtor or Reorganized<br> Debtor with the consent (not to be unreasonably withheld, conditioned, or delayed) of the<br> Required Consenting Stakeholders, either:
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(i)	Reinstated;
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(ii)	set<br> off, settled, discharged, contributed, cancelled, or converted to equity;
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(iii)	released<br> without any distribution on account of such Allowed Intercompany Claims; or
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(iv)	otherwise<br> addressed at the Debtor’s election.
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(c)	Voting:<br> Class 6 is Unimpaired if the Allowed Intercompany Claims are Reinstated or Impaired if the<br> Allowed Intercompany Claims in Class 6 are cancelled. Holders of Allowed Intercompany Claims<br> in Class 6 are conclusively presumed to have accepted this Plan pursuant to section<br> 1126(f) of the Bankruptcy Code or rejected this Plan pursuant to section 1126(g) of<br> the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject<br> this Plan.
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Class 7 – Intercompany Interests.

(a)	Classification:<br> Class 7 consists of all Intercompany Interests.
(b)	Treatment:<br> On the Effective Date, each Allowed Intercompany Interest shall be, as determined by the<br> applicable Debtor or Reorganized Debtor, with the consent (not to be unreasonably withheld,<br> conditioned, or delayed) of the Required Consenting Stakeholders, either:
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(i)	Reinstated;
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(ii)	set<br> off, settled, discharged, contributed, cancelled;
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(iii)	released<br> without any distribution on account of such Allowed Intercompany Interest; or
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(iv)	otherwise<br> addressed at the Debtors’ election.
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(c)	Voting:<br> Class 7 is Unimpaired if the Allowed Intercompany Interests are Reinstated or Impaired if<br> the Allowed Intercompany Interests are cancelled. Holders of Allowed Intercompany Interests<br> in Class 7 are conclusively presumed to have accepted this Plan pursuant to section 1126(f)<br> of the Bankruptcy Code or rejected this Plan pursuant to section 1126(g) of the Bankruptcy<br> Code. Therefore, such Holders are not entitled to vote to accept or reject this Plan.
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Class 8 – Nine Energy Equity Interests.

(a)	Classification:<br> Class 8 consists of all Nine Energy Equity Interests.
(b)	Treatment:<br> All Nine Energy Equity Interests shall be cancelled, released, discharged, extinguished,<br> and of no further force or effect, and such Holders of Nine Energy Equity Interests shall<br> not receive any distribution, property, or other value under this Plan on account of such<br> Nine Energy Equity Interests.
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(c)	Voting:<br> Class 8 is Impaired under this Plan. Holders of Allowed Nine Energy Equity Interests are<br> conclusively deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy<br> Code. Therefore, such Holders are not entitled to vote to accept or reject this Plan.
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Class 9 – Section 510(b) Claims.

(a)	Classification:<br> Class 9 consists of all Section 510(b) Claims.
(b)	Allowance:<br> Notwithstanding anything to the contrary herein, a Section 510(b) Claim, if any Claim exists,<br> may only become Allowed by Final Order of the Bankruptcy Court.
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(c)	Treatment:<br> All Section 510(b) Claims will be cancelled, released, discharged, and extinguished, and<br> will be of no further force or effect, and such Holders will not receive any distribution<br> on account of such Section 510(b) Claims.
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(d)	Voting:<br> Class 9 is Impaired under this Plan. Holders of Allowed Section 510(b) Claims are conclusively<br> deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore,<br> such Holders are not entitled to vote to accept or reject this Plan.
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C.	Special Provision Governing Unimpaired Claims.
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Except as otherwise provided in this Plan, nothing under this Plan or the Plan Supplement shall affect the rights of the Debtors or the Reorganized Debtors, as applicable, regarding any Unimpaired Claims, including, all rights regarding legal and equitable defenses to, or setoffs or recoupments against, any such Unimpaired Claims.

D.	Elimination of Vacant Classes.

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

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

If a Class contains Claims or Interests eligible to vote and no Holders of Claims or Interests eligible to vote in such Class vote to accept or reject this Plan, the Holders of such Claims or Interests in such Class shall be presumed to have accepted this Plan.

F.	Intercompany Interests.

To the extent Reinstated under this Plan, distributions on account of Intercompany Interests are not being received by Holders of such Intercompany Interests on account of their Intercompany Interests but for the purposes of administrative convenience and due to the importance of maintaining the prepetition corporate structure, for the ultimate benefit of the Holders of the New Equity Interests in exchange for the Debtors’ and Reorganized Debtors’ agreement under this Plan to make certain distributions to the Holders of Allowed Claims. For the avoidance of doubt, unless otherwise set forth in the Restructuring Steps Plan, to the extent Reinstated pursuant to this Plan, on and after the Effective Date, all Intercompany Interests shall be owned by the same Reorganized Debtor that corresponds with the Debtor that owned such Intercompany Interests immediately prior to the Effective Date.

G.	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 this Plan by one or more of the Classes entitled to vote pursuant to ‎Article III.B of this Plan. The Debtors shall seek Confirmation of this Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors reserve the right to modify this Plan in accordance with ‎Article X hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class of Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules.

H.	Controversy Concerning Impairment.

I.	Subordinated Claims and Interests.

The allowance, classification, and treatment of all Allowed Claims and Interests and the respective distributions and treatments under this Plan 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, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, and subject to any applicable consent or approval rights under the RSA, the Debtors, or the Reorganized Debtors, as applicable, reserve the right to re-classify any Allowed Claim or Interest in accordance with any contractual, legal, or equitable subordination rights relating thereto.

Article IV.

MEANS FOR IMPLEMENTATION OF THe PLAN

A.	General Settlement of Claims and Interests.

As discussed in detail in the Disclosure Statement and as otherwise provided herein, pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under this Plan, upon the Effective Date, the provisions of this Plan shall constitute a good faith compromise and settlement of all Claims, Interests, and controversies released, settled, compromised, discharged, satisfied, or otherwise resolved pursuant to this Plan. This Plan shall be deemed a motion to approve the good faith compromise and settlement of all such Claims, Interests, and controversies by and among the Debtors, the Consenting Noteholders, the DIP Lenders, and each of the Agents/Trustees pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that such settlement and compromise is fair, equitable, reasonable and in the best interests of the Debtors, their Estates, and Holders of Claims against and Interests in the Debtors. Subject to ‎Article VI hereof, all distributions made to Holders of Allowed Claims in any Class are intended to be, and shall be, final.

B.	Restructuring Transactions.

On or before the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or the Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions, including by issuing all securities, notes, instruments, and other documents required to effectuate the Restructuring Transactions. The Debtors or the Reorganized Debtors, as applicable, are authorized in all respects to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan that are consistent with and pursuant to the terms and conditions of this Plan and the Restructuring Steps Plan, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of this Plan, the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of this Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3) the execution, delivery, and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state Law, including any applicable New Organizational Documents; (4) the issuance and distribution of the New Equity Interests; (5) the consummation of the Exit ABL Facility, including the execution, delivery, and filing of all Exit ABL Facility Documents; (6) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Restructuring Steps Plan; (7) the reservation of New Equity Interests on account of the Management Incentive Plan; (8) if applicable, all transactions necessary to provide for the purchase of substantially all of the assets or Interests of any of the Debtors by one or more Entities to be wholly owned by the Reorganized Debtors, which purchase, if applicable, may be structured as a taxable transaction for United States federal income tax purposes; and (9) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable Law in connection with this Plan.

The Confirmation Order shall, and shall be deemed to, pursuant to both sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all of the foregoing actions and all actions as may be necessary or appropriate to effectuate any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan and the Restructuring Transactions herein, including any and all actions required to be taken under applicable non-bankruptcy Law. On the Effective Date, or as soon as reasonably practicable thereafter, the Reorganized Debtors, as applicable, shall issue all Securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Restructuring Transactions.

C.	Reorganized Debtors.

On the Effective Date, the New Board shall be established and each Reorganized Debtor shall adopt its New Organizational Documents. The Reorganized Debtors shall be authorized to adopt any other agreements, documents, and instruments and to take any other actions contemplated under this Plan as necessary to consummate this Plan. Cash payments to be made pursuant to this Plan will be made by the Debtors or the Reorganized Debtors, as applicable. The Debtors and Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Debtors or the Reorganized Debtors, as applicable, to satisfy their obligations under this Plan. Except as set forth herein or as otherwise provided for in the Restructuring Steps Plan, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of this Plan.

D.	Sources of Consideration for Plan Distributions.

The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under this Plan and the Restructuring Transactions contemplated thereby with: (1) the Debtors’ Cash on hand as of the Effective Date; (2) the New Equity Interests; and (3) the loans under the Exit ABL Facility. Each distribution and issuance referred to in ‎Article VI shall be governed by the terms and conditions set forth in this Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. The issuance, distribution, or authorization, as applicable, of certain Securities in connection with this Plan, including the New Equity Interests, will be exempt from registration under the Securities Act, as described more fully in ‎Article IV.M hereof.

1. Use of Cash.

The Debtors or Reorganized Debtors, as applicable, shall use Cash on hand to fund distributions to Holders of Allowed Claims, consistent with the terms of this Plan.

New Equity Interests.

All of the shares (or comparable units) of New Equity Interests issued pursuant to this Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of New Equity Interests shall be governed by the terms and conditions set forth in this Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, including the New Organizational Documents, which terms and conditions shall bind each Entity receiving such distribution or issuance. Any Entity’s acceptance of New Equity Interests shall be deemed as its agreement to the New Organizational Documents, as the same may be amended or modified from time to time following the Effective Date in accordance with their terms.

Exit ABL Facility.

On the Effective Date, the Reorganized Debtors shall enter into the Exit ABL Facility, pursuant to the Exit ABL Facility Documents. Confirmation of this Plan shall constitute (a) approval of the Exit ABL Facility and the Exit ABL Facility Documents; and (b) authorization for the Debtors and the Reorganized Debtors, as applicable, to take any and all actions necessary or appropriate to consummate the Exit ABL Facility, including executing and delivering the Exit ABL Facility Documents, in each case, without any further notice to or order of the Bankruptcy Court. On the Effective Date, the Exit ABL Facility shall be issued and distributed as provided for in the Restructuring Steps Plan (as applicable) pursuant to, and in accordance with, this Plan.

As of the Effective Date, all of the Liens and security interests to be granted by the Debtors or Reorganized Debtors, as applicable in accordance with the Exit ABL Facility Documents: (a) shall be deemed to be granted; (b) shall be legal, valid, binding, automatically perfected, non-avoidable, first-priority and enforceable Liens on, and security interests in, the applicable collateral specified in the Exit ABL Facility Documents; and (c) shall not be subject to avoidance, recharacterization, or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers, fraudulent transfers, or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy Law. To the extent provided in the Exit ABL Facility Documents, the Exit ABL Facility Agent is authorized to file with the appropriate authorities mortgages, financing statements and other documents, and to take any other action in order to evidence, validate, and perfect such Liens or security interests. The priorities of such Liens and security interests shall be as set forth in the Exit ABL Facility Documents. The Exit ABL Facility Agent shall be authorized to make all filings and recordings necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, federal, or other law that would be applicable in the absence of this Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. The guarantees granted under the Exit ABL Facility Documents have been granted in good faith, for legitimate business purposes, and for reasonably equivalent value as an inducement to the lenders thereunder to extend credit thereunder and shall be deemed to not constitute a fraudulent conveyance or fraudulent transfer and shall not otherwise be subject to avoidance, recharacterization, or subordination for any purposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy Law.

E.	Corporate Existence.

Except as otherwise provided in this Plan, the Confirmation Order, the Restructuring Steps Plan, the New Organizational Documents, or any agreement, instrument, or other document incorporated therein, each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable Law in the jurisdiction in which such Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other formation documents) in effect prior to the Effective Date, except to the extent such certificate of incorporation and by-laws (or other formation documents) are amended under this Plan or otherwise, and to the extent such documents are amended in accordance therewith, such documents are deemed to be amended pursuant to this Plan and require no further action or approval (other than any requisite filings, approvals, or consents required under applicable state, provincial, or federal Law). After the Effective Date, the respective certificate of incorporation and bylaws (or other formation documents) of one or more of the Reorganized Debtors may be amended or modified on the terms therein without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.

F.	Vesting of Assets in the Reorganized Debtors.

Except as otherwise provided in this Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated herein, on the Effective Date, all property in each Estate, all Causes of Action, and any property acquired by any of the Debtors pursuant to this Plan, including Interests held by the Debtors in any Non-Debtor, shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, Causes of Action, or other encumbrances. On and after the Effective Date, except as otherwise provided in this Plan, the Confirmation Order, or any agreement, instrument, or other document incorporated herein, each Reorganized Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules. For the avoidance of doubt, no Reorganized Debtor shall be treated as being liable on any Claim that is discharged pursuant to this Plan.

G.	Cancellation of Existing Securities, Agreements, and Interests.

On the Effective Date, except as otherwise provided in this Plan, the Confirmation Order, or other Definitive Documents (including the Plan Supplement and the Exit ABL Facility Documents), as applicable, all notes, instruments, certificates, credit agreements, note purchase agreements, indentures, and other documents evidencing Claims (including, for the avoidance of doubt, the Senior Secured Notes Indenture, the Prepetition ABL Credit Agreement, and all related collateral and credit documentation), or the Nine Energy Equity Interests, shall, be cancelled, and any rights of any Holder in respect thereof shall be deemed cancelled and of no force or effect, and all prior, present and future obligations and liabilities, actions, suits, accounts or demands, covenants, and indemnities (both actual and contingent), under or in connection with the DIP Credit Agreement and the Prepetition ABL Credit Agreement of the Debtors or the Reorganized Debtors, as applicable, and any Non-Debtor Affiliates, or any other parties thereunder, or in any way related thereto, shall be deemed satisfied in full, released, cancelled, discharged, and of no force or effect, and the Agents/Trustees and each of the lenders and holders and their respective agents, successors and assigns, shall each be automatically and fully released and discharged of and from all duties and obligations thereunder without any need for further action or approval by the Bankruptcy Court or for a Holder to take further action.

Notwithstanding anything to the contrary herein, but subject to any applicable provisions of ‎Article VI hereof and the Confirmation Order, the DIP Credit Agreement and the Prepetition ABL Credit Agreement (including, in each case, all documents ancillary thereto), shall continue in effect to: (1) permit Holders of Claims under the DIP Credit Agreement and the Prepetition ABL Credit Agreement to receive their respective Plan Distributions, if any; (2) permit the Reorganized Debtors and the Disbursing Agent, as applicable, to make Plan Distributions on account of the Allowed Claims under the DIP Credit Agreement, and the Prepetition ABL Credit Agreement, as applicable; and (3) permit each of the Agents under the DIP Credit Agreement and the Prepetition ABL Credit Agreement to seek indemnification, compensation, and/or reimbursement of fees and expenses through the exercise of charging Liens, to the extent provided for in the DIP Credit Agreement, and the Prepetition ABL Credit Agreement. Except as provided in this Plan (including ‎Article VI hereof) or the Confirmation Order, on the Effective Date, the Agents and their respective agents, successors, and assigns shall be automatically and fully discharged of all of their duties and obligations associated with the DIP Credit Agreement and the Prepetition ABL Credit Agreement, as applicable. The commitments and obligations (if any) of the Holders of the DIP Claims and Prepetition ABL Claims to extend any further or future credit or financial accommodations to any of the Debtors, any of the Reorganized Debtors, or any of their respective successors or assigns under the DIP Credit Agreement and the Prepetition ABL Credit Agreement, as applicable, shall fully terminate and be of no further force or effect on the Effective Date.

H.	Corporate Action.

Upon the Confirmation Date, all actions contemplated under this Plan (including the Restructuring Steps Plan and the other documents contained in the Plan Supplement) shall be deemed authorized and approved by the Bankruptcy Court in all respects without any further corporate or equity holder action, including, as applicable: (1) adoption or assumption, as applicable, of the employment agreements; (2) selection of the directors, officers, or managers for the Reorganized Debtors in accordance with the New Organizational Documents; (3) the issuance and distribution of the New Equity Interests; (4) implementation of the Restructuring Transactions; (5) the entry into the Exit ABL Facility Documents, as applicable, and the execution, delivery, and filing of any documents pertaining thereto; (6) all other actions contemplated under this Plan (whether to occur before, on, or after the Effective Date); (7) adoption of the New Organizational Documents; (8) the assumption or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; and (9) all other acts or actions contemplated or reasonably necessary or appropriate to promptly consummate the Restructuring Transactions contemplated by this Plan (whether to occur before, on, or after the Effective Date). Upon the Effective Date, all matters provided for in this Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any corporate, partnership, limited liability company, or other governance action required by the Debtors or the Reorganized Debtors, as applicable, in connection with this Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the Security Holders, members directors, officers, or managers of the Debtors or the Reorganized Debtors, as applicable. On or prior to the Effective Date, as applicable the appropriate officers of the Debtors and the Reorganized Debtors shall be authorized and directed to issue, execute, and deliver the agreements, documents, Securities, and instruments contemplated under this Plan (or necessary or desirable to effect the transactions contemplated under this Plan) in the name of and on behalf of the Reorganized Debtors, including the New Equity Interests, the Exit Financing Documents, the New Organizational Documents, any other Definitive Documents, and any and all other agreements, documents, Securities, and instruments relating to the foregoing. The authorizations and approvals contemplated by this Article IV.H shall be effective notwithstanding any requirements under non-bankruptcy Law.

I.	New Organizational Documents.

On or immediately prior to the Effective Date, except as otherwise provided in this Plan and subject to local Law requirements, the New Organizational Documents shall be automatically adopted or amended by the Reorganized Debtors as may be necessary to effectuate the transactions contemplated by this Plan. To the extent required under this Plan or applicable non-bankruptcy Law, each of the Reorganized Debtors will file its New Organizational Documents with the Secretaries of State and/or other applicable authorities in its respective state, province, or country of incorporation in accordance with the corporate Laws of the respective state, province, or country of incorporation to the extent such filing is required for each such document. The New Organizational Documents will, among other things (a) authorize the issuance of the New Equity Interests and (b) prohibit the issuance of non-voting Equity Securities to the extent required under section 1123(a)(6) of the Bankruptcy Code. After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents as permitted by the laws of its jurisdiction of incorporation or formation and in accordance with the terms thereof, and the Reorganized Debtors may file such amended certificates or articles of incorporation, bylaws, or such other applicable formation documents, and other constituent documents as permitted by the Laws of the respective states, provinces, or countries of incorporation or formation and the New Organizational Documents.

J.	Directors and Officers of the Reorganized Debtors.

K.	Effectuating Documents; Further Transactions.

On and after the Effective Date, the Reorganized Debtors, and their respective officers, directors, members, or managers, as applicable, are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of this Plan, the Restructuring Steps Plan, and the Securities issued pursuant to this Plan in the name of and on behalf of the Reorganized Debtors, without the need for any approvals, authorization, or consents except for those expressly required pursuant to this Plan.

L.	Certain Securities Law Matters.

Before the Petition Date the offering, the issuance and distribution of any New Equity Interests and/or the offering, issuance, and distribution of any other debt or equity securities as contemplated herein and/or pursuant to this Plan (any such debt or equity securities, the “Other Securities”) shall be exempt from the registration requirements of the Securities Act in reliance upon section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or in reliance on Regulation S under the Securities Act.

After the Petition Date, pursuant to section 1145 of the Bankruptcy Code and/or other available exemptions from registration, the offering, issuance, and distribution of the New Equity Interests as contemplated herein and/or the offering, issuance, and distribution of Other Securities, if any, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable U.S. federal, state, or local laws requiring registration prior to the offering, issuance, distribution, or sale of Securities.

The New Equity Interests and the Other Securities, if any, to be issued under this Plan on account of Allowed Claims in accordance with, and pursuant to, section 1145 of the Bankruptcy Code will be freely transferable under the Securities Act by the recipients thereof, subject to: (a) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the SEC or state or local securities laws, if any, applicable at the time of any future transfer of such Securities or instruments; and (b) any restrictions on the transferability of such New Equity Interests and the Other Securities in the New Organizational Documents.

The Reorganized Debtors need not provide any further evidence other than this Plan or the Confirmation Order to any Entity (including DTC, any nominee thereof or any transfer agent for the New Equity Interests) with respect to the treatment of the New Equity Interests to be issued under this Plan under applicable securities laws. DTC, any nominee thereof, and any transfer agent for the New Equity Interests shall be required to accept and conclusively rely upon this Plan and Confirmation Order in lieu of a legal opinion regarding whether the New Equity Interests to be issued under this Plan are exempt from registration and/or eligible for DTC, book-entry delivery, settlement, and depository (to the extent applicable). Notwithstanding anything to the contrary in this Plan, no Entity (including DTC, any nominee thereof and any transfer agent for the New Equity Interests) may require a legal opinion regarding the validity of any transaction contemplated by this Plan, including, for the avoidance of doubt, whether the New Equity Interests and the Other Securities to be issued under this Plan are exempt from registration.

M.	Section 1146 Exemption.

To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers (whether from a Debtor to a Reorganized Debtor or to any other Person) of property under this Plan or pursuant to (1) the issuance, Reinstatement, distribution, transfer, or exchange of any debt, Equity Security, or other interest in the Debtors or the Reorganized Debtors, including the New Equity Interests, (2) the Restructuring Transactions, (3) the creation, modification, consolidation, termination, refinancing, and/or recording of any mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by such or other means, (4) the making, assignment, or recording of any lease or sublease, (5) the grant of collateral as security for the Reorganized Debtors’ obligations under and in connection with the Exit ABL Facility, or (6) the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, this Plan, including any deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to this Plan, shall not be subject to any document recording tax, deed tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, personal property transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, sales tax, use tax, or other similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate U.S federal, state or local governmental officials or agents shall forego the collection of any such tax, recordation fee or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or any other Person with authority over any of the foregoing), wherever located and by whomever appointed, shall comply with the requirements of section 1146(a) of the Bankruptcy Code, shall forego the collection of any such tax, recordation fee or governmental assessment, and shall accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee or governmental assessment.

N.	Employee Compensation and Benefits.

Compensation and Benefits Programs.

Except as otherwise set forth herein, on the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall (a) assume all employment agreements, indemnification agreements, or other employment-related agreements entered into with current or former employees who are employees as of the Petition Date or (b) enter into new agreements with such employees on terms and conditions acceptable to the Reorganized Debtors and such employees.

A counterparty to or participant in a Compensation and Benefits Program assumed pursuant to this Plan shall have the same rights under such Compensation and Benefits Program as such counterparty had thereunder immediately prior to such assumption (unless otherwise agreed by such counterparty and the applicable Reorganized Debtor(s)); provided that any assumption of Compensation and Benefits Programs pursuant to this Plan or any of the Restructuring Transactions shall not (a) trigger or be deemed to trigger any change of control, change in control immediate vesting, termination, or similar provisions therein or (b) trigger or be deemed to trigger an event of “Good Reason” (or a term of like import) as a result of the consummation of the Restructuring Transactions or any other transactions contemplated by this Plan. Notwithstanding the foregoing, pursuant to the Plan, any equity-based awards or other Interest (or the right to obtain or receive any equity-based award or other Interest) provided for in any employment agreements or other plans, programs, or arrangements and granted or contractually promised to a current or former employee, officer, director or contractor under an employment agreement or otherwise, shall not be honored and will be deemed cancelled in consideration of approval of the Plan as of the Effective Date, unless otherwise agreed by the Debtors and the Required Consenting Noteholders; provided, however, that the foregoing shall in no way impact the assumption of all employment agreements, indemnification agreements, or employment-related agreements.

Workers’ Compensation Programs.

As of the Effective Date, except as set forth in the Plan Supplement, the Debtors and the Reorganized Debtors shall continue to honor their obligations under: (a) all applicable workers’ compensation Laws in states in which the Reorganized Debtors operate; and (b) the Debtors’ written contracts, agreements, agreements of indemnity, self-insured workers’ compensation bonds, policies, programs, and plans for workers’ compensation and workers’ compensation insurance. All Proofs of Claims on account of workers’ compensation shall be deemed withdrawn automatically and without any further notice to or action, order, or approval of the Bankruptcy Court; provided that nothing in this Plan shall limit, diminish, or otherwise alter the Debtors’ or Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable Law, including non-bankruptcy Law with respect to any such contracts, agreements, policies, programs, and plans; provided further that nothing herein shall be deemed to impose any obligations on the Debtors in addition to what is provided for under applicable non-bankruptcy Law.

O.	Director and Officer Liability Insurance.

Notwithstanding anything in this Plan to the contrary, the Reorganized Debtors shall be deemed to have assumed all of the Debtors’ D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy Code effective as of the Effective Date. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval of the Reorganized Debtors’ foregoing assumption of each of the D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained in this Plan, Confirmation of this Plan shall not discharge, impair, or otherwise modify any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such indemnity obligation will be deemed and treated as an Executory Contract that has been assumed by the Debtors under this Plan as to which no Proof of Claim need be Filed.

P.	Management Incentive Plan.

Q.	Preservation of Causes of Action.

In accordance with section 1123(b) of the Bankruptcy Code, but subject to ‎Article VIII hereof, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action of the Debtors, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ rights to commence, prosecute, or settle such retained Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date or any other provision of this Plan to the contrary, other than the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in this Plan, including in ‎Article VIII hereof.

The Reorganized Debtors may pursue such retained Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No Entity may rely on the absence of a specific reference in the RSA, this Plan, the Plan Supplement, or the Disclosure Statementto any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any andall available retained Causes of Action against it. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecuteany and all retained Causes of Action against any Entity, except as otherwise expressly provided in this Plan. The Reorganized Debtors may settle any such retained Cause of Action without further notice to or action, order, or approval of the Bankruptcy Court. Unless any retained Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in this Plan or a Bankruptcy Court order, the Reorganized Debtors expressly reserve all retained Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such retained Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.

The Reorganized Debtors reserve and shall retain such Causes of Action notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to this Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any retained Causes of Action that a Debtor may hold against any Entity shall vest in the corresponding Reorganized Debtor, except as otherwise expressly provided in this Plan, including ‎Article VIII hereof, or pursuant to Bankruptcy Court order. The Reorganized Debtors, through their authorized agents or representatives, shall retain and may exclusively enforce any and all such retained Causes of Action. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such retained Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.

R.	Cashless Transactions.

Notwithstanding anything to the contrary set forth herein, the treatment of Claims, distributions, and other transactions contemplated hereby, including the funding of the Exit ABL Facility, may, at the election of the applicable participating parties, be effectuated by netting or other form of cashless implementation.

Article V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

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

On the Effective Date, all Executory Contracts and Unexpired Leases that are not otherwise rejected shall be deemed assumed by the applicable Reorganized Debtor, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Effective Date under sections 365 and 1123 of the Bankruptcy Code, other than as expressly set forth in the RSA, unless such Executory Contract or Unexpired Lease was (a) previously assumed, amended and assumed, assumed and assigned, or rejected by the applicable Debtors; (b) previously expired or terminated pursuant to its own terms; or (c) is the subject of a motion to reject such executory contract or unexpired lease that is pending on the Effective Date; or (d) is identified on the Rejected Executory Contracts and Unexpired Leases List; provided that neither the Restructuring Transactions or any actions contemplated by this Plan shall be deemed a “change of control” or other acceleration event for purposes of any Executory Contract or Unexpired Lease of the Debtors.

Entry of the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions, assumptions and assignments, or rejections of the Executory Contracts or Unexpired Leases as set forth in this Plan, the Assumed Executory Contracts and Unexpired Leases List, or the Rejected Executory Contracts and Unexpired Leases List, as applicable, pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to this Plan are effective as of the Effective Date. Each Executory Contract or Unexpired Lease assumed pursuant to this Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date shall revest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such terms may have been modified by the provisions of this Plan or any order of the Bankruptcy Court authorizing and providing for its assumption. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors.

Except as otherwise provided herein or agreed to by the Debtors, the Required Consenting Noteholders, and the applicable counterparty, each assumed Executory Contract or Unexpired Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests. Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases 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 or the validity, priority, or amount of any Claims that may arise in connection therewith.

To the maximum extent permitted by Law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to this Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption or assumption and assignment of such Executory Contract or Unexpired Lease (including any “change of control” provision), then such provision shall be deemed modified such that the transactions contemplated by this Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights with respect thereto. Notwithstanding anything to the contrary in this Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or supplement the Assumed Executory Contracts and Unexpired Leases List and Rejected Executory Contracts and Unexpired Leases List at any time through and including forty-five (45) days after the Effective Date.

B.	Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.

The Debtors or the Reorganized Debtors, as applicable, shall pay the Cure amounts, if any, on the Effective Date or as soon as reasonably practicable thereafter, with the amount and timing of payment of any such Cure dictated by the underlying agreements and/or the ordinary course of business among the parties thereto, as applicable. Unless otherwise agreed upon in writing by the parties to the applicable Executory Contract or Unexpired Lease, all requests for payment of Cure that differ from the ordinary course amounts paid or proposed to be paid by the Debtors or the Reorganized Debtors to a counterparty must be Filed with the Claims and Noticing Agent on or before thirty (30) days after the Effective Date. Any such request that is not timely Filed shall be disallowed and forever barred, estopped, and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the need for any objection by the Reorganized Debtors or any other party in interest or any further notice to or action, order, or approval of the Bankruptcy Court. Any Cure shall be deemed fully satisfied, released, and discharged upon payment by the Debtors or the Reorganized Debtors of the Cure in the Debtors’ ordinary course of business; provided that nothing herein shall prevent the Reorganized Debtors from paying any Cure despite the failure of the relevant counterparty to File such request for payment of such Cure. The Reorganized Debtors also may settle any Cure without any further notice to or action, order, or approval of the Bankruptcy Court. In addition, any objection to the assumption of an Executory Contract or Unexpired Lease under this Plan must be Filed with the Bankruptcy Court on or before thirty (30) days after the Effective Date. Any counterparty to an Executory Contract or Unexpired Lease that fails to timely object to the proposed assumption of any Executory Contract or Unexpired Lease will be deemed to have consented to such assumption.

The assumption of any Executory Contract or Unexpired Lease pursuant to this Plan or otherwise and full payment of any applicable Cure pursuant to this ‎Article V, in the amount and at the time dictated by the Debtors’ ordinary course of business, shall result in the full release and satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or 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. Any****and all Proofs of Claim based upon ExecutoryContracts or Unexpired Leases thathave been assumed in the Chapter 11 Cases, including pursuantto the Confirmation Order, and for which any Cure has been fully paid pursuant to this ‎Article V, in the amount and at thetime dictated by the Debtors’ ordinary course of business, shall bedeemed disallowed and expunged as of the Effective Date withoutthe need for any objection thereto or any further notice to or action,order, or approval of the Bankruptcy Court.

C.	Indemnification Obligations.

D.	Insurance Policies.

Each of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto, are treated as Executory Contracts under this Plan. Unless otherwise provided in this Plan, on the Effective Date, (1) the Debtors shall be deemed to have assumed all insurance policies and any agreements, documents, and instruments relating to coverage of all insured Claims, including all D&O Liability Insurance Policies, and (2) such insurance policies and any agreements, documents, or instruments relating thereto shall revest in the Reorganized Debtors.

E.	Reservation of Rights.

Nothing contained in this Plan or the Plan Supplement shall constitute an admission by the Debtors or any other party that any contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the Reorganized Debtors have any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have forty-five (45) days following entry of a Final Order resolving such dispute to alter its treatment of such contract or lease under this Plan.

F.	Nonoccurrence of Effective Date.

G.	Contracts and Leases Entered Into After the Petition Date.

Article VI.

PROVISIONS GOVERNING DISTRIBUTIONS

A.	Timing and Calculation of Amounts to Be Distributed.

Unless otherwise provided in this Plan, or as otherwise agreed to by the Debtors or the Reorganized Debtors, as applicable, on or as soon as reasonably practicable after the Effective Date (or, if a Claim or Interest is not an Allowed Claim on the Effective Date, on the date that such Claim becomes an Allowed Claim, or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim, as applicable, shall receive the full amount of the distributions that this Plan provides for Allowed Claims in the applicable Class. 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 making of such payment or the performance of such act may be completed on the next succeeding Business Day but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in ‎Article VII hereof. Except as otherwise provided in this Plan, Holders of Allowed Claims shall not be entitled to interest, dividends, or accruals on the distributions provided for in this Plan, regardless of whether such distributions are delivered on or at any time after the Effective Date.

Notwithstanding the foregoing, (a) Allowed Administrative Claims with respect to liabilities incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases or assumed by the Debtors prior to the Effective Date shall be paid or performed in the ordinary course of business in accordance with the terms and conditions of any controlling agreements, course of dealing, course of business, or industry practice and (b) Allowed Priority Tax Claims shall be paid in accordance with ‎Article II.B of this Plan and the terms and conditions of any controlling agreements, course of dealing, course of business, or industry practice. To the extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, such Claim shall be paid in full in Cash in accordance with the terms of any agreement between the Debtors and the Holder of such Claim or as may be due and payable under applicable non-bankruptcy Law or in the ordinary course of business.

B.	Disbursing Agent.

All distributions under this Plan shall be made by the Disbursing Agent on the Effective Date. The Disbursing Agent shall not be required to give any bond or surety or other Security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. Additionally, in the event that the Disbursing Agent is so otherwise ordered, all costs and expenses of procuring any such bond or surety shall be borne by the Reorganized Debtors.

All Plan Distributions to any Disbursing Agent on behalf of the Holders of Claims listed on the Claims Register (or the designees of such Holders, as applicable) shall be deemed completed by the Debtors when received by such Disbursing Agent. Distributions under this Plan shall be made to any such Holders (or the designees of such Holders, as applicable) by the applicable Disbursing Agent.

C.	Rights and Powers of Disbursing Agent.

Powers of the Disbursing Agent.

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under this Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to this Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

Expenses Incurred On or After the Effective Date.

D.	Delivery of Distributions and Undeliverable or Unclaimed Distributions.

Record Date for Distribution.

Delivery of Distributions in General.

Except as otherwise provided herein or in the Plan Supplement, the Disbursing Agent shall make distributions to Holders of Allowed Claims, as of the Distribution Record Date, or, if applicable, to such Holder’s designee, as appropriate: (a) at the address for each such Holder as indicated on the Debtors’ records as of the Distribution Record Date; (b) to the signatory set forth on any Proof of Claim Filed by such Holder or other representative identified therein (or at the last known addresses of such Holder if no Proof of Claim is Filed or if the Debtors have not been notified in writing of a change of address); (c) at the addresses set forth in any written notices of address changes delivered to the Reorganized Debtors or the applicable Disbursing Agent, as appropriate, after the date of any related Proof of Claim; or (d) on any counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf; provided that the manner of such distributions shall be determined at the discretion of the Reorganized Debtors.

For the avoidance of doubt, the Distribution Record Date shall not apply to Securities held through DTC, which shall receive distributions in accordance with the applicable procedures of DTC.

No Fractional Distributions.

No fractional shares of New Equity Interests shall be distributed, and no Cash shall be distributed in lieu of such fractional amounts. When any distribution pursuant to this Plan on account of an Allowed Claim, as applicable, would otherwise result in the issuance of a number of shares of New Equity Interests that is not a whole number, the actual distribution of shares of New Equity Interests shall be rounded as follows: (a) fractions of one-half (½) or greater shall be rounded to the next higher whole number and (b) fractions of less than one-half (½) shall be rounded to the next lower whole number with no further payment therefore. The total number of authorized shares of New Equity Interests to be distributed under this Plan shall be adjusted as necessary to account for the foregoing rounding.

Undeliverable Distributions and Unclaimed Property.

In the event that any distribution to any Holder of Allowed Claims or Allowed Interests (as applicable) is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one (1) year from the Effective Date. After such date, all unclaimed property or interests in property shall revert to the Reorganized Debtors automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder of Claims to such property or interest in property shall be cancelled, released, discharged, and forever barred notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property Laws, or any provisions in any document governing the distribution of such unclaimed property.

E.	Surrender of Cancelled Instruments or Securities.

On the Effective Date, or as soon as reasonably practicable thereafter, each Holder (and the applicable Agents for such Holder, including the Agents/Trustees) of a certificate or instrument evidencing a Claim or an Interest that has been cancelled in accordance with ‎Article IV.G hereof, shall be deemed to have surrendered such certificate or instrument to the Disbursing Agent. Such surrendered certificate or instrument shall be cancelled solely with respect to the Debtors and any Non-Debtor Affiliates, and such cancellation shall not alter the obligations or rights of any non-Debtor third parties (other than the Non-Debtor Affiliates) in respect of one another with respect to such certificate or instrument, including with respect to any indenture or agreement that governs the rights of the Holder of a Claim or Interest, which shall continue in effect for the purposes of allowing Holders to receive distributions under this Plan, charging Liens, priority of payment, and indemnification rights. Notwithstanding anything to the contrary in this Plan, the foregoing shall not apply to certificates or instruments evidencing Claims or Interests that are Unimpaired under this Plan.

F.	Manner of Payment.

At the option of the Disbursing Agent, any Cash payment to be made hereunder may be made by check or wire transfer or as otherwise required or provided in applicable agreements.

G.	Compliance with Tax Requirements.

In connection with this Plan, to the extent applicable, the Debtors, the Reorganized Debtors, the Disbursing Agent, and any applicable withholding or reporting agent shall comply with all tax withholding and reporting requirements imposed on them by any taxing authority, and all distributions made pursuant to this Plan shall be subject to such withholding and reporting requirements. Notwithstanding any provision in this Plan to the contrary, any applicable withholding or reporting agent shall be authorized to take all actions necessary or appropriate to comply with such tax withholding and reporting requirements, including liquidating a portion of the distribution to be made under this Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, or establishing any other mechanisms they believe are reasonable and appropriate to comply with such tax withholding and reporting requirements. The Debtors and the Reorganized Debtors reserve the right to allocate all distributions made under this Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, Liens, and encumbrances.

H.	Allocations.

I.	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 against the Debtors, and no Holder of a prepetition Claim against the Debtors shall be entitled to interest accruing on or after the Petition Date on any such prepetition Claim. Additionally, and without limiting the foregoing, interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effective Date to the date a final distribution is made on account of such Disputed Claim, if and when such Disputed Claim becomes an Allowed Claim.

J.	Setoffs and Recoupment.

Except as expressly provided in this Plan, each Reorganized Debtor may, pursuant to section 553 of the Bankruptcy Code, set off and/or recoup against any Plan Distributions to be made on account of any Allowed Claim, any and all Claims, rights, and Causes of Action that such Reorganized Debtor may hold against the Holder of such Allowed Claim to the extent such setoff or recoupment is either (1) agreed in amount among the relevant Reorganized Debtor(s) and the Holder of the Allowed Claim or (2) otherwise adjudicated by the Bankruptcy Court or another court of competent jurisdiction; provided that neither the failure to effectuate a setoff or recoupment nor the allowance of any Claim hereunder shall constitute a waiver or release by a Reorganized Debtor or its successor of any and all Claims, rights, and Causes of Action that such Reorganized Debtor or its successor may possess against the applicable Holder. In no event shall any Holder of Claims against, or Interests in, the Debtors be entitled to recoup any such Claim or Interest against any Claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors in accordance with ‎Article XII.G hereof on or before the Effective Date, notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.

K.	Claims Paid or Payable by Third Parties.

Claims Paid by Third Parties.

The Debtors or the Reorganized Debtors, as applicable, shall reduce in full a Claim, and such Claim shall be disallowed without a Claim objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on account of such Claim from a party that is not a Debtor or a Reorganized Debtor. Subject to the last sentence of this paragraph, to the extent a Holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall, within five (5) Business Days of receipt thereof, repay or return the distribution to the applicable Reorganized Debtor, to the extent the Holder’s total recovery on account of such Claim from the third party and under this Plan exceeds the amount of such Claim as of the date of any such distribution under this Plan. The failure of such Holder to timely repay or return such distribution shall result in the Holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the five (5) Business Day grace period specified above until the amount is fully repaid.

Claims Payable by Third Parties.

No distributions under this 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 or is found liable for satisfying 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 a Claim objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

Applicability of Insurance Policies.

Except as otherwise provided in this Plan, distributions to Holders of Allowed Claims shall be in accordance with the provisions of any applicable insurance policy. Notwithstanding anything to the contrary contained herein (including ‎Article III of this Plan), nothing contained in this Plan shall constitute or be deemed a release, settlement, satisfaction, compromise, or waiver of any Cause of Action that the Debtors or any Entity 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.

Article VII.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS

A.	Disputed Claims Process.

Notwithstanding section 502(a) of the Bankruptcy Code, and in light of the Unimpaired status of all Allowed General Unsecured Claims under this Plan, Holders of Claims need not File Proofs of Claim, and the Reorganized Debtors and the Holders of Claims shall determine, adjudicate, and resolve any disputes over the validity and amounts of such Claims in the ordinary course of business as if the Chapter 11 Cases had not been commenced except that (unless expressly waived pursuant to this Plan) the Allowed amount of such Claims shall be subject to, the limitations or maximum amounts permitted by the Bankruptcy Code, including sections 502 and 503 of the Bankruptcy Code, to the extent applicable. All Proofs of Claim Filed in these Chapter 11 Cases shall be considered objected to and Disputed without further action by the Debtors or Reorganized Debtors. Upon the Effective Date, all Proofs of Claim Filed against the Debtors, regardless of the time of filing, and including Proofs of Claim Filed after the Effective Date, shall be deemed withdrawn and expunged, other than as provided below. Notwithstanding anything in this Plan to the contrary, disputes regarding the amount of any Cure pursuant to section 365 of the Bankruptcy Code and Claims that the Debtors seek to have determined by the Bankruptcy Court, shall in all cases be determined by the Bankruptcy Court.

For the avoidance of doubt, there is no requirement to File a Proof of Claim (or move the Bankruptcy Court for allowance) to be an Allowed Claim, as applicable, under this Plan. Notwithstanding the foregoing, Entities must File Cure objections as set forth in ‎Article V.B of this Plan to the extent such Entity disputes the amount of the Cure paid or proposed to be paid by the Debtors or the Reorganized Debtors to a counterparty. Except as otherwise provided herein, all Proofs of Claim Filed after the Effective Date shall be disallowedand forever barred, estopped, and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the needfor any objection by the Reorganized Debtors or any further notice to or action, order, or approval of the Bankruptcy Court.

B.	Allowance of Claims.

After the Effective Date and subject to the terms of this Plan, each of the Reorganized Debtors shall have and retain any and all rights and defenses such Debtor had with respect to any Claim or Interest immediately prior to the Effective Date. The Reorganized Debtors, with the consent of the Required Consenting Stakeholders (not to be unreasonably withheld), may affirmatively determine to deem Unimpaired Claims Allowed to the same extent such Claims would be Allowed under applicable non-bankruptcy Law.

C.	Claims Administration Responsibilities.

Except as otherwise specifically provided in this Plan, after the Effective Date, the Reorganized Debtors shall have the sole authority: (1) to File, withdraw, or litigate to judgment, objections to Claims or Interests; (2) to settle or compromise any Disputed Claim or Interest without any further notice to or action, order, or approval by the Bankruptcy Court; and (3) to 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. For the avoidance of doubt, except as otherwise provided herein, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all rights and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim or Interest, including the Causes of Action retained pursuant to this Plan.

D.	Adjustment to Claims without Objection.

Any duplicate Claim or any Claim that has been paid, satisfied, amended, or superseded may be adjusted or expunged (including pursuant to this Plan) on the Claims Register by the Debtors or Reorganized Debtors or the Claims and Noticing Agent without the Debtors or Reorganized Debtors having to File an application, motion, complaint, objection, or any other legal proceeding seeking to object to such Claim and without any further notice to or action, order, or approval of the Bankruptcy Court.

E.	Disallowance of Claims or Interests.

Except as otherwise expressly set forth herein, and subject to the terms hereof, including ‎Article VIII and the DIP Order, 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 Reorganized Debtors allege is a transferee of a transfer that is avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, 553(b), or 724(a) of the Bankruptcy Code, shall be deemed disallowed if: (a) the Entity, on the one hand, and the Debtors or the Reorganized Debtors, as applicable, 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 (b) such Entity or transferee has failed to turn over such property by the date set forth in such agreement or Final Order.

F.	No Distributions Pending Allowance.

Notwithstanding any other provision of this Plan, if any portion of a Claim or Interest is a Disputed Claim or Interest, as applicable, no payment or distribution provided hereunder shall be made on account of such Claim or Interest unless and until such Disputed Claim becomes an Allowed Claim; provided that if only the Allowed amount of an otherwise valid Claim or Interest is Disputed, such Claim or Interest shall be deemed Allowed in the amount not Disputed and payment or distribution shall be made on account of such undisputed amount pending resolution of the dispute.

G.	Distributions After Allowance.

To the extent that a Disputed Claim or Interest ultimately becomes an Allowed Claim or Allowed Interest, distributions (if any) shall be made to the Holder of such Allowed Claim or Interest in accordance with the provisions of this Plan. As soon as reasonably practicable after the next Distribution Date after the date that the order or judgment of the Bankruptcy Court Allowing any Disputed Claim or Disputed Interest becomes a Final Order, the Disbursing Agent shall provide to the Holder of such Claim or Interest the distribution (if any) to which such Holder is entitled under this Plan as of the Effective Date, without any interest to be paid on account of such Claim or Interest.

Article VIII.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS

A.	Discharge of Claims and Termination of Interests.

Pursuant to section 1141(d) of the Bankruptcy Code and except as otherwise specifically provided herein, the Confirmation Order, or in any contract, instrument, or other agreement or document created pursuant to this Plan or the Plan Supplement, the distributions, rights, and treatment that are provided herein shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany Claims that the Reorganized Debtors resolve or compromise after the Effective Date), Interests, and Causes of Action of any nature whether known or unknown, including any interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to this Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to services that employees of the Debtors have performed prior to the Effective Date, and that arise from a termination of employment, any contingent or noncontingent liability on account of representations or warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not (a) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (c) the Holder of such a Claim or Interest has accepted this Plan. Any default or “event of default” by the Debtors with respect to any Claim or Interest that existed immediately prior to or on account of the filing of the Chapter 11 Cases shall be deemed cured (and no longer continuing) as of the Effective Date. Without prejudice to the distributions, rights, and treatment that are provided by this Plan, the Confirmation Order shall be a judicial determination of the discharge of all Claims (other than any Reinstated Claims) and Interests subject to the occurrence of the Effective Date, and, upon the Effective Date, all Holders of such Claims and Interests shall be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting any such Claim or Interest against the Debtors, Reorganized Debtors, or any of their assets or property.

B.	Release of Liens.

Exceptas otherwise provided in the Exit ABL Facility Documents, this Plan, the Confirmation Order, or any contract, instrument, release,or other agreement or document created pursuant to this Plan, on the Effective Date and concurrently with the applicable distributionsmade pursuant to this Plan and, in the case of a Secured Claim satisfaction in full of the portion of the Secured Claim that is Allowedas of the Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate in accordance with this Plan, all mortgages,deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged,and all of the right, benefit, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other securityinterests shall revert and, as applicable, be reassigned, surrendered, reconveyed, or retransferred to the Reorganized Debtors and theirsuccessors and assigns. Any Holder of such Secured Claim (and the applicable agents for such Holder) shall be authorized and directed,at the sole cost and expense of the Reorganized Debtors, to release any collateral or other property of any Debtor (including any CashCollateral and possessory collateral) held by such Holder (and the applicable agents for such Holder, including the Agents/Trustees)and to take such actions as may be reasonably requested by the Reorganized Debtors to evidence the release of such Lien, including theexecution, delivery, and filing or recording of such releases. The presentation or filing of the Confirmation Order to or with any federal,state, provincial, or local agency or department shall constitute good and sufficient evidence of, but shall not be required to effect,the termination of such Liens.

Tothe extent that any Holder of a Secured Claim that has been satisfied or discharged in full pursuant to this Plan, or any agent for suchHolder, has filed or recorded publicly any Liens and/or security interests to secure such Holder’s Secured Claim, then as soonas practicable on or after the Effective Date, such Holder (or the agent for such Holder) shall take any and all steps reasonablyrequested by the Debtors or the Reorganized Debtors, that are necessary or desirable to record or effectuate the cancellation and/orextinguishment of such Liens and/or security interests, including the making of any applicable filings or recordings, and the ReorganizedDebtors shall be entitled to make any such filings or recordings on such Holder’s behalf.

C.	Releases by the Debtors.

Exceptas otherwise provided in this Plan or the Confirmation Order to the contrary, pursuant to section 1123(b) of the Bankruptcy Code,in exchange for good and valuable consideration, including the obligations of the Debtors under this Plan and the contributions and servicesof the Released Parties in facilitating the implementation of the restructuring contemplated by this Plan, the adequacy of which is herebyconfirmed, on and after the Effective Date, each Released Party is, and is deemed to be, hereby conclusively, absolutely, unconditionally,irrevocably, and forever released and discharged by the Debtors, their Estates, the Reorganized Debtors, and any Person seeking to exercisethe rights of the Debtors or their Estates, including any successors to the Debtors or any Estates or any Estate representatives appointedor selected pursuant to section 1123(b)(3) of the Bankruptcy Code, in each case on behalf of themselves and their respective successors,assigns, and representatives, and any and all other Entities who may purport to assert any Claim or Cause of Action, directly or derivatively,by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action whatsoever, including any AvoidanceActions and any derivative Claims, asserted or assertable on behalf of any of the Debtors, Reorganized Debtors, and their Estates, whetherliquidated or unliquidated, known or unknown, foreseen or unforeseen, matured or unmatured, asserted or unasserted, accrued or unaccrued,existing or hereafter arising, contingent or noncontingent, in Law, equity, contract, tort or otherwise, that the Debtors, their Estates,or the Reorganized Debtors, including any successors to the Debtors or any Estate representatives appointed or selected, would have beenlegally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim against,or Interest in, a Debtor, the Reorganized Debtors, their Estates, or other Entity, or that any Holder of any Claim against, or Interestin, a Debtor or other Entity could have asserted on behalf of the Debtors or other Entity, based on or relating to, or in any mannerarising from, in whole or in part, the Debtors (including the Debtors’ capital structure, management, ownership, or operation thereof),the purchase, sale, or recission of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactionsor events giving rise to, any Claim or Interest that is treated in this Plan, the business or contractual arrangements or interactionbetween or among any Debtor and any Released Party, the ownership and/or operation of the Debtors by any Released Party or the distributionof any Cash or other property of the Debtors to any Released Party, the assertion or enforcement of rights and remedies against the Debtors,the Debtors’ in- or out-of-court restructuring efforts, any Avoidance Actions, any related adversary proceedings, intercompanytransactions between or among a Debtor and another Debtor or an Affiliate of a Debtor, the decision to File the Chapter 11 Cases, theformulation, documentation, preparation, dissemination, solicitation, negotiation, entry into or filing of the RSA, the DIP Documents,the DIP Facility, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, theDisclosure Statement, this Plan (including, for the avoidance of doubt, the Plan Supplement), before or during the Chapter 11 Cases,any other Definitive Document or any Restructuring Transaction, contract, instrument, release, or other agreement or document (includingproviding any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplatedby this Plan or the reliance by any Released Party on this Plan or the Confirmation Order in lieu of such legal opinion) created or enteredinto in connection with the RSA, the DIP Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL Facility Documents,the Management Incentive Plan, the Disclosure Statement, this Plan, any other Definitive Document, or any Restructuring Transactionsbefore or during the Chapter 11 Cases, the filing of the Chapter 11 Cases, the Disclosure Statement or this Plan, the solicitation ofvotes with respect to this Plan, the pursuit of Confirmation, the pursuit of Consummation of the Restructuring Transactions, the administrationand implementation of this Plan, or the distribution of property under this Plan or any other related agreement, or upon any other actor omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date relating to any of the foregoing.

Notwithstandinganything to the contrary in the foregoing, the releases set forth above do not release (a) any Causes of Action identified in the Scheduleof Retained Causes of Action, (b) any post-Effective Date obligations of any party or Entity under this Plan, the Confirmation Order,any Restructuring Transaction, or any document, instrument, or Agreement (including any Definitive Document, the Exit ABL Facility, theExit ABL Facility Documents, the New Organizational Documents, and other documents set forth in the Plan Supplement) executed to implementthis Plan or any Claim or obligation arising under this Plan, or (c) any Released Party from any claim or Cause of Action arising froman act or omission that is determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence.

Entryof 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 this Plan, and further, shall constitute theBankruptcy Court’s finding that the Debtor Release is: (a) in exchange for the good and valuable consideration provided by eachof the Released Parties, including, without limitation, the Released Parties’ substantial contributions to facilitating the RestructuringTransactions and implementing this Plan; (b) a good faith settlement and compromise of the Claims released by the Debtor Release; (c)in the best interests of the Debtors and all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and madeafter due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the Reorganized Debtors, or the Debtors’ Estatesasserting any Claim or Cause of Action released pursuant to the Debtor Release.

D.	Releases by the Releasing Parties.

Exceptas otherwise provided in this Plan or the Confirmation Order to the contrary, on and after the Effective Date, in exchange for good andvaluable consideration, including the obligations of the Debtors under this Plan and the contributions and services of the Released Partiesin facilitating the implementation of the restructuring contemplated by this Plan, the adequacy of which is hereby confirmed, pursuantto section 1123(b) of the Bankruptcy Code, in each case except for Claims arising under, or preserved by, this Plan, to the fullest extentpermitted under applicable law, each Released Party is, and is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocablyand forever, released and discharged by each and every Releasing Party, in each case on behalf of themselves and their respective successors,assigns, and representatives, and any and all other Entities who may purport to assert any Claims or Cause of Action, directly or derivatively,by, through, for, or because of the foregoing Entities, from any and all Claims and Causes of Action arising at any time prior to theEffective Date, including any Avoidance Actions and any derivative claims assert, whether liquidated or unliquidated, known or unknown,foreseen or unforeseen, matured or unmatured, existing on or before the Effective Date, contingent or noncontingent, in law, equity,contract, tort, or otherwise, including any derivative Claims asserted or assertable on behalf of any of the Debtors, that such Entitieswould have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of anyClaim against, or Interest in, a Debtor, the Reorganized Debtors, or their Estates or other Entity, based on or relating to, or in anymanner arising from, in whole or in part, the Debtors, the Reorganized Debtors, and their Estates (including the capital structure, management,ownership, or operation thereof), the Chapter 11 Cases, the purchase, sale, or recission of any Security of the Debtors or the ReorganizedDebtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in this Plan, thebusiness or contractual arrangements or interaction between or among any Debtor and any Released Party, the assertion or enforcementof rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions betweenor among a Debtor and another Debtor or Affiliate of a Debtor, the decision to File the Chapter 11 Cases, the formulation, documentation,preparation, dissemination, solicitation, negotiation, entry into, or filing of the RSA, the DIP Facility, the DIP Documents, the NewEquity Interests, the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, thisPlan (including, for the avoidance of doubt, the Plan Supplement), before or during the Chapter 11 Cases, any other Definitive Documentor any Restructuring Transaction, contract, instrument, release, or other agreement or document (including providing any legal opinionrequested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by this Plan or thereliance by any Released Party on this Plan or the Confirmation Order in lieu of such legal opinion) relating to any of the foregoing,created or entered into in connection with the RSA, the DIP Facility, the DIP Documents, the New Equity Interests, the Exit ABL Facility,the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, this Plan, or the Plan Supplement, before orduring the Chapter 11 Cases, or any Restructuring Transactions, any preference, fraudulent transfer, or other avoidance claim arisingpursuant to chapter 5 of the Bankruptcy Code or other applicable Law, the filing of the Chapter 11 Cases, the Disclosure Statement, orthis Plan, the solicitation of votes with respect to this Plan, the pursuit of Confirmation, the pursuit of Consummation of the RestructuringTransactions, the administration and implementation of this Plan and the Restructuring Transactions, including the issuance or distributionof Securities pursuant to the Restructuring Transactions and/or Plan, or the distribution of property under this Plan or any other relatedagreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the EffectiveDate relating to any of the foregoing.

Notwithstandinganything to the contrary in the foregoing, the releases set forth above do not release (a) any post-Effective Date obligations of anyparty or Entity under this Plan, the Confirmation Order, any Restructuring Transaction, or any document, instrument, or agreement (includingany Definitive Document, the Exit ABL Facility Documents, the New Organizational Documents, and other documents set forth in the PlanSupplement) executed to implement this Plan or any Claim or obligation arising under this Plan, or (b) any Released Party from anyclaim or Cause of Action arising from an act or omission that is determined by a Final Order to have constituted actual fraud, willfulmisconduct, or gross negligence.

Entryof the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-PartyRelease, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitutethe Bankruptcy Court’s finding that the Third-Party Release is: (a) consensual; (b) essential to the Confirmation of this Plan;(c) given in exchange for the good and valuable consideration provided by each of the Released Parties, including, without limitation,the Released Parties’ substantial contributions to facilitating the Restructuring Transactions and implementing this Plan; (d)a good faith settlement and compromise of the Claims released by the Third-Party Release; (e) in the best interests of the Debtorsand their Estates; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity for hearing; and (h) a barto any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to the Third-Party Release.

E.	Exculpation.

Notwithstandinganything contained in this Plan to the contrary, to the fullest extent permissible under applicable law and without affecting or limitingeither the Debtor Release or Third-Party Release, effective as of the Effective Date, no Exculpated Party shall have or incur liabilityor obligation for, and each Exculpated Party is hereby released and exculpated from, any Cause of Action for any Claim arising from thePetition Date through the Effective Date related to any act or omission in connection with, relating to, or arising out of, the Chapter11 Cases, the formulation, preparation, dissemination, negotiation, filing, or termination of the RSA and related prepetition transactions,the DIP Facility, the DIP Documents, the Definitive Documents, the New Equity Interests, the Exit ABL Facility, the Exit ABL FacilityDocuments, the Management Incentive Plan, the Disclosure Statement, this Plan, the Plan Supplement, the Restructuring Transactions, theDIP Facility, the DIP Documents, or any wind down transaction, contract, instrument, release, or other agreement or document (includingproviding any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplatedby this Plan or the reliance by any Released Party on this Plan or the Confirmation Order in lieu of such legal opinion) in connectionwith the RSA and related prepetition transactions, the DIP Facility, the DIP Documents, the Definitive Documents, the New Equity Interests,the Exit ABL Facility, the Exit ABL Facility Documents, the Management Incentive Plan, the Disclosure Statement, this Plan, the PlanSupplement, the Restructuring Transactions, any preference, fraudulent transfer, or other avoidance Claim arising pursuant to chapter5 of the Bankruptcy Code or other applicable law, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummationof the Restructuring Transactions, the administration and implementation of this Plan, including the issuance or distribution ofSecurities pursuant to this Plan, or the distribution of property under this Plan or any other related agreement, or upon any otherrelated act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date, except forClaims related to any act or omission that is determined in a Final Order by a court of competent jurisdiction to have constituted actualfraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the adviceof counsel with respect to their duties and responsibilities pursuant to this Plan.

F.	Injunction.

Exceptas otherwise expressly provided in this Plan or in the Confirmation Order, or for obligations or distributions issued or required tobe paid pursuant to this Plan or the Confirmation Order, all Entities who have held, hold, or may hold Claims, Interests, or Causes ofAction that have been extinguished, released, discharged, or are subject to exculpation, are permanently enjoined, from and after theEffective Date, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors, the ExculpatedParties, or the Released Parties: (a) commencing or continuing in any manner any action, suit, or other proceeding of any kind on accountof or in connection with or with respect to any such released Claims, Interests, or Causes of Action; (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 withor with respect to any such Claims, Interests, liabilities, or Causes of Action; (c) creating, perfecting, or enforcing any Lien or encumbranceof any kind against such Entities or the property or the Estates of such Entities on account of or in connection with or with respectto any such Claims, Interests, liabilities, or Causes of Action; (d) asserting any right of setoff, subrogation, or recoupment of anykind against any obligation due from such Entities or against the property or the Estates of such Entities on account of or in connectionwith or with respect to any such Claims or Interests, unless such Holder has timely Filed a motion with the Bankruptcy Court expresslyrequesting the right to perform such setoff, subrogation or recoupment on or before the Effective Date, and notwithstanding an indicationof a Claim, Interest, or Cause of Action or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuantto applicable Law or otherwise; and (e) commencing or continuing in any manner any action or other proceeding of any kind on accountof or in connection with or with respect to any such Claims, Interests, liabilities, or Causes of Action released or settled pursuantto this Plan.

Uponentry of the Confirmation Order, all Holders of Claims and Interests and their respective current and former employees, agents, officers,directors, managers, principals, and direct and indirect Affiliates, in their capacities as such, shall be enjoined from taking any actionsto interfere with the implementation or Consummation of this Plan. Each Holder of an Allowed Claim or Allowed Interest, as applicable,by accepting or being eligible to accept distributions under or Reinstatement of such Claim or Interest, as applicable, pursuant to thisPlan (as may be amended, restated, supplemented, or otherwise modified from time to time), shall be deemed to have consented to the injunctionprovisions set forth in this Plan.

NoPerson or Entity may commence or pursue a Claim or Cause of Action of any kind against the Debtors, the Reorganized Debtors, the ExculpatedParties, or the Released Parties that relates to or is reasonably likely to relate to any act or omission in connection with, relatingto, or arising out of a Claim or Cause of Action, as applicable, subject to ‎Article VIII.C, ‎Article VIII.D, and‎Article VIII.E hereof, without the Bankruptcy Court (i) first determining, after notice and a hearing, that such Claim orCause of Action represents a colorable Claim not released or subject to exculpation under this Plan, and (ii) specifically authorizingsuch Person or Entity to bring such Claim or Cause of Action, as applicable, against any such Debtor, Reorganized Debtor, ExculpatedParty, or Released Party.

TheBankruptcy Court will have sole and exclusive jurisdiction to adjudicate the underlying colorable Claim or Causes of Action.

G.	Protections Against Discriminatory Treatment.

H.	Document Retention.

I.	Reimbursement or Contribution.

Article IX.

CONDITIONS PRECEDENT TO CONSUMMATION OF THe PLAN

A.	Conditions Precedent to the Effective Date.

It shall be a condition to the Effective Date of this Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of ‎Article IX.B hereof:

each Definitive Document shall have been executed and/or effectuated, in the form and substance and contain terms and conditions consistent with the RSA or otherwise be approved by the applicable Parties in accordance with the consent rights under the RSA;

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the RSA shall be in full force and effect, no termination event or event that would give rise to a termination event under the RSA upon the expiration of the applicable grace period shall have occurred and remain occurring, and the RSA shall not have been validly terminated before the Effective Date;
all allowed professional fees and expenses of retained professionals required to be approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date shall have been placed in a professional fee escrow account, in each case in accordance with and subject to the terms of this Plan and the Confirmation Order;
all Restructuring Expenses shall have been paid in full and in cash in accordance with the RSA;
the Bankruptcy Court shall have entered the DIP Orders, consistent with the RSA, which orders shall not have been reversed, stayed, modified, dismissed, vacated, or reconsidered;
the DIP Facility and all the DIP Documents shall be in full force and effect, no event of default under the DIP Documents upon the expiration of the applicable grace period shall have occurred and remain occurring, and the DIP Facility shall not have been validly terminated before the Effective Date;
the final version of the Plan Supplement shall have been filed and all of the schedules, documents, and exhibits contained therein shall be consistent in all respects with the RSA and the other Definitive Documents and subject to the consent of the Required Consenting Stakeholders in accordance with their respective consent rights under the RSA;
the Bankruptcy Court shall have entered the Confirmation Order, in form and substance consistent with the RSA, and the Confirmation Order shall not have been reversed, stayed, modified, dismissed, vacated, or reconsidered, and shall have become a final and non-appealable order;
the New Equity Interests shall have been issued by Reorganized Nine Energy in accordance with this Plan and the RSA;
the New Organizational Documents shall have been executed and/or effectuated, and shall be in form and substance consistent with this Plan and the RSA;
the Debtors shall have otherwise substantially consummated the Restructuring Transactions, and all transactions contemplated herein, in a manner consistent in all respects with the RSA and the other Definitive Documents;
(i) all the Exit ABL Facility Documents and all other documentation related to the Exit ABL Facility shall have been duly executed and delivered by each party thereto; (ii) all conditions precedent to the effectiveness of the Exit ABL Facility shall have been satisfied or duly waived in writing in accordance with the terms of the Exit ABL Facility by the party whose consent is required thereunder, as applicable; and (iii) the Exit ABL Facility shall have been funded and closed, and shall be in full force and effect;
no court of competent jurisdiction or other competent governmental or regulatory authority shall have issued any order making illegal or otherwise restricting, limiting, preventing, or prohibiting the consummation of any of the Restructuring Transactions;

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there shall not have been instituted or be pending any action, proceeding, application, claim, counterclaim, or investigation by any governmental entity (i) making illegal, enjoining, or otherwise prohibiting the consummation of the Plan contemplated herein and in the Definitive Documents or (ii) imposing a material award, claim, injunction, fine or penalty that both (1) is not dischargeable, as determined by the Bankruptcy Court in the Confirmation Order, and (2) has a material adverse effect on the financial condition or operations of the Reorganized Debtors, taken as whole; and
all governmental and third-party approvals and consents, including Bankruptcy Court approval, necessary in connection with the Restructuring Transactions contemplated by the RSA shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired or been waived.

B.	Waiver of Conditions.

The Conditions Precedent may be waived, in whole or in part, with the written consent (email being sufficient) of the Debtors and the Required Consenting Stakeholders.

C.	Substantial Consummation.

“Substantial consummation” of this Plan, as defined by section 1101(2) of the Bankruptcy Code, shall be deemed to occur on the Effective Date.

D.	Effect of Failure of Conditions.

If Consummation does not occur, this Plan shall be null and void in all respects and nothing contained in the RSA, this Plan, or the Disclosure Statement shall: (1) constitute a waiver or release of any Claims by the Debtors or any Holder of Claims or Interests of any Claim or Interest; (2) prejudice in any manner the rights of the Debtors, any Holders of Claims or Interests, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, any Holders of Claims or Interests, or any other Entity, respectively; provided that all provisions of the RSA that survive termination thereof shall remain in effect in accordance with the terms thereof.

Article X.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF This PLAN

A.	Modification and Amendments.

Except as otherwise specifically provided in this Plan and to the extent permitted by the RSA, the Debtors reserve the right to modify this Plan, with the consent of the Required Consenting Stakeholders, whether such modification is material or immaterial, and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. Subject to those restrictions on modifications set forth in this Plan and the RSA, and the requirements of section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and, to the extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, each of the Debtors expressly reserves its respective rights to revoke or withdraw, to alter, amend, or modify this Plan, with the consent of the Required Consenting Stakeholders, with respect to such Debtor, one or more times, after Confirmation, and, to the extent necessary may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify this Plan, or remedy any defect or omission, or reconcile any inconsistencies in this Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of this Plan.

B.	Effect of Confirmation on Modifications.

Entry of the Confirmation Order shall mean that all modifications or amendments to this Plan since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.

C.	Revocation or Withdrawal of Plan.

To the extent permitted by the RSA, the Debtors reserve the right to revoke or withdraw this Plan prior to the Confirmation Date and to File subsequent plans of reorganization. If the Debtors revoke or withdraw this Plan, or if Confirmation or Consummation does not occur, then: (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 certain, and including the Allowance or disallowance, of all or any portion of any Claim or Interest or Class of Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected under 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: (a) constitute a waiver or release of any Claims or Interests; (b) prejudice in any manner the rights of such Debtor or any other Entity; or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by such Debtor or any other Entity.

Article XI.

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or relating to, the Chapter 11 Cases and this Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including jurisdiction to:

allow, disallow, determine, liquidate, classify, estimate, or establish the priority, secured or unsecured status, or amount of any Claim, 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;
decide and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or this Plan;
resolve any matters related to: (a) the assumption, assumption and assignment, or rejection 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 Claims arising therefrom, including Cure pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (c) the Reorganized Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to ‎Article V hereof, any Executory Contracts or Unexpired Leases to the list of Executory Contracts and Unexpired Leases to be assumed or rejected or otherwise; and (d) any dispute regarding whether a contract or lease is or was executory or expired;
ensure that distributions to Holders of Allowed Claims are accomplished (as applicable) pursuant to the provisions of this Plan;
adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;
adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code;
enter and implement such orders as may be necessary to execute, implement, or consummate the provisions of this Plan and all contracts, instruments, releases, indentures, and other agreements or documents created or entered into in connection with this Plan, the Confirmation Order, or the Disclosure Statement;
enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code;
resolve any cases, controversies, suits, disputes, or Causes of Action that may arise in connection with the Consummation, interpretation, or enforcement of this Plan or any Entity’s obligations incurred in connection with this Plan or otherwise in connection with the Chapter 11 Cases;
issue injunctions, enter and implement other orders, or take such other actions as may be necessary to restrain interference by any Entity with Consummation or enforcement of this Plan;
resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the settlements, releases, injunctions, discharges, exculpations, and other provisions contained in this Plan, including under ‎Article VIII hereof, whether arising prior to or after the Effective Date, and enter such orders as may be necessary or appropriate to implement and enforce such releases, injunctions, exculpations, and other provisions;

44
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 the Holder of a Claim or Interest for amounts not timely repaid pursuant to ‎Article VI.K hereof;
enter and implement such orders as are necessary if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;
determine any other matters that may arise in connection with or relate to this Plan, the Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or other agreement or document created in connection with this Plan, the Plan Supplement, or the Disclosure Statement;
enter an order concluding or closing the Chapter 11 Cases;
adjudicate any and all disputes arising from or relating to distributions under this Plan or any transactions contemplated herein;
consider any modifications of this Plan, to Cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;
determine requests for the payment of Claims entitled to priority pursuant to section 507 of the Bankruptcy Code;
hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of this Plan or the Confirmation Order, including disputes arising under agreements, documents, or instruments executed in connection with this Plan;
hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code;
hear and determine all disputes involving the existence, nature, scope, or enforcement of any exculpations, discharges, injunctions, and releases granted in this Plan, including under ‎Article VIII hereof, regardless of whether such termination occurred prior to or after the Effective Date;
enforce all orders previously entered by the Bankruptcy Court; and
hear any other matter not inconsistent with the Bankruptcy Code.

As of the Effective Date, notwithstanding anything in this ‎Article IX to the contrary, the New Organizational Documents shall be governed by the jurisdictional provisions therein and the Bankruptcy Court shall not retain jurisdiction with respect thereto.

Article XII.

MISCELLANEOUS PROVISIONS

A.	Immediate Binding Effect.

Subject to ‎Article IX.A hereof, and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of this Plan (including the documents and instruments contained in the Plan Supplement) shall be immediately effective and enforceable and deemed binding upon the Debtors, Reorganized Debtors, and any and all Holders of Claims or Interests (irrespective of whether such Holders of Claims or Interests are deemed to have accepted this Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, and injunctions described in this Plan, each Entity acquiring property under this Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors. All Claims or Interests shall be as fixed, adjusted, or compromised, as applicable, pursuant to this Plan regardless of whether any Holder of a Claim or Interest has voted on this Plan.

B.	Additional Documents.

Subject to and in accordance with the RSA, on or before the Effective Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary to effectuate and further evidence the terms and conditions of this Plan, subject to the RSA and the consent rights set forth therein. The Debtors or the Reorganized Debtors, as applicable, and 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.

C.	Payment of Statutory Fees.

All fees payable pursuant to section 1930(a) of the Judicial Code, as determined by the Bankruptcy Court at a hearing pursuant to section 1128 of the Bankruptcy Code, shall be paid by each of the Reorganized Debtors (or the Disbursing Agent on behalf of each of the Reorganized Debtors) for each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, or closed, whichever occurs first.

D.	Statutory Committee and Cessation of Fee and Expense Payment.

On the Effective Date, any statutory committee appointed in the Chapter 11 Cases shall dissolve and members thereof shall be released and discharged from all rights and duties from or related to the Chapter 11 Cases. The Reorganized Debtors shall no longer be responsible for paying any fees or expenses incurred by the members of or advisors to any statutory committees after the Effective Date.

E.	Reservation of Rights.

Except as expressly set forth in this Plan, this Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order, and the Confirmation Order shall have no force or effect if the Effective Date does not occur. None of the Filing of this Plan, any statement or provision contained in this Plan, or the taking of any action by any Debtor with respect to this Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of Claims or Interests prior to the Effective Date.

F.	Successors and Assigns.

The rights, benefits, and obligations of any Entity named or referred to in this Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign, Affiliate, Related Party, officer, manager, director, agent, representative, attorney, beneficiaries, or guardian, if any, of each Entity.

G.	Notices.

All notices, requests, and demands to or upon the Debtors to be effective shall be in writing (including by facsimile transmission) 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 facsimile transmission, when received and telephonically confirmed, addressed as follows:

if to the Debtors, to:

Nine Energy Service, Inc.

2001 Kirby Drive, Suite 200

Houston, Texas 77019

Attention: Guy Sirkes, Theodore Moore

E-mail: guy.sirkes@nineenergyservice.com;

ted.moore@nineenergyservice.com

with copies to:

Kirkland & Ellis LLP

333 West Wolf Point Plaza

Chicago, Illinois 60654

Attention: Chad J. Husnick, P.C.; Seth T. Sanders

E-mail: chad.husnick@kirkland.com;

seth.sanders@kirkland.com

and

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Ross J. Fiedler

E-mail: ross.fiedler@kirkland.com

if to a Consenting Noteholder, to:

Milbank LLP

55 Hudson Yards

New York, New York 10001

Attention: Evan R. Fleck; Matthew Brod; Abigail Debold

E-mail: efleck@milbank.com; mbrod@milbank.com;

adebold@milbank.com

if to the Consenting Prepetition ABL Lenders, to:

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attention: Jennifer Yount; Roger G. Schwartz; Rafael Alvarado

E-mail: jenniferyount@paulhastings.com;

rogerschwartz@paulhastings.com;

rafaelalvarado@paulhastings.com

After the Effective Date, the Reorganized Debtors have the authority to send a notice to Entities that to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity must File a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Reorganized Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests.

H.	Term of Injunctions or Stays.

Unless otherwise provided in this Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in this Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays contained in this Plan or the Confirmation Order shall remain in full force and effect from and after the Effective Date in accordance with their terms.

I.	Entire Agreement.

Except as otherwise indicated, this Plan (including the documents and instruments in the Plan Supplement) supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into this Plan.

J.	Exhibits.

All exhibits and documents included in the Plan Supplement are an integral part of this Plan and are incorporated into and are a part of this Plan as if set forth in full in this Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be available upon written request to the Debtors’ counsel at the address above or by downloading such exhibits and documents from the Debtors’ restructuring website at https://dm.epiq11.com/NineEnergy or the Bankruptcy Court’s website at https://www.deb.uscourts.gov/. To the extent any exhibit or document is inconsistent with the terms of this Plan, unless otherwise ordered by the Bankruptcy Court, the Plan Supplement exhibit or document shall control.

K.	Nonseverability of Plan Provisions.

If, prior to Confirmation, any term or provision of this 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 this 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 this Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to this Plan and may not be deleted or modified without the Debtors’ consent; and (3) nonseverable and mutually dependent.

L.	Votes Solicited in Good Faith.

Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on this Plan in good faith and in compliance with section 1125(g) of the Bankruptcy Code, and pursuant to section 1125(e) of the Bankruptcy Code, the Exculpated Parties, the directors and officers of any of the Debtors, each of the Debtors and Reorganized Debtors, and with respect to the foregoing, the Related Parties thereto, will be deemed to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities offered and sold under this Plan or any previous plan, and, therefore, no such parties nor individuals or the Reorganized Debtors will have any liability for the violation of any applicable Law, rule, or regulation governing the solicitation of votes on this Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under this Plan and any previous plan.

M.	Closing of Chapter 11 Cases.

Upon the occurrence of the Effective Date, the Reorganized Debtors shall be permitted to close all of the Chapter 11 Cases except for one of the Chapter 11 Cases, as determined by the Reorganized Debtors, and all contested matters (if any) relating to each of the Debtors, including objections to Claims, shall be administered and heard in such Chapter 11 Case. The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases.

N.	Waiver or Estoppel.

On the Effective Date, each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtors or their counsel, or with any other Entity, if such agreement was not disclosed in this Plan, the Disclosure Statement, or papers to be Filed with the Bankruptcy Court prior to the Confirmation Date.

NINE ENERGY SERVICE, INC.<br> on behalf of itself and all other Debtors
By:	/s/ Guy Sirkes
	Name:	Guy Sirkes
	Title:	Executive Vice President and Chief Financial Officer

Exhibit B

RSA

Exhibit C

Financial Projections

Introduction^1^

Section 1129(a)(11) of the Bankruptcy Code requires that a debtor demonstrate that confirmation of a plan is not likely to be followed by a liquidation or the need for further financial reorganization of the reorganized debtor or any successor to the debtor. For purposes of demonstrating that the Plan meets this requirement, the Debtors’ management team (“Management”), with the assistance of their restructuring advisors, has prepared these projections (the “Financial Projections”) based on, among other things, the Debtors’ anticipated future financial condition and operational performance.^2^ The Financial Projections are presented at the Consolidated level, which incorporates all Debtor and non-Debtor subsidiaries and affiliates. The Debtors, with the assistance of their restructuring advisors, developed and refined the business plan and prepared consolidated financial projections of the Company covering the period from April 2026 through December 31, 2028 (the “Projection Period” or the “Forecast Period”).

The Financial Projections assume that the Plan, and all of the transactions contemplated therein, will be consummated in accordance with its terms and the case timeline set forth in the Disclosure Statement. Any significant delay in confirmation of the Plan may have a significant negative impact on the operations and financial performance of the Debtors, including, but not limited to, an increased risk or inability to meet forecasts and the incurrence of higher reorganization expenses.

Although the Financial Projections represent the Debtors’ best estimates and good faith judgment (for which the Debtors believe they have a reasonable basis) of the results of future operations, financial position, and cash flows of the Debtors, they are only estimates and actual results may vary from such Financial Projections.

The Financial Projections are based on the Company’s long-term forecast completed in January 2026. The Financial Projections were not prepared to comply with the guidelines for prospective financial statements published by the American Institute of Certified Public Accountants or the rules and regulations of the United States Securities and Exchange Commission, and by their nature are not financial statements prepared in accordance with accounting principles by Generally Accepted Accounting Principles (“GAAP”).

The Financial Projections contain certain statements that are forward-looking statements and are based on estimates and assumptions.

The Financial Projections and any forward-looking statements in the Financial Projections are being made by the Debtors as of the date hereof, unless specifically noted otherwise.

Based upon the Financial Projections, the Debtors believe that the Reorganized Debtors will be able to make all payments required pursuant to the Plan and will have sufficient liquidity to continue operating their business during the Projection Period. Accordingly, the Debtors believe that confirmation of the Plan is not likely to be followed by a liquidation or the need for further reorganization. The Debtors also believe that they will be able to repay or refinance on commercially reasonable terms any and all of the indebtedness under the Plan at or before the maturity of such indebtedness. Accordingly, the Debtors believe that the Plan satisfies the feasibility requirement of section 1129(a)(11) of the Bankruptcy Code.

THE DEBTORS’ MANAGEMENT HAS PREPARED THE FINANCIAL PROJECTIONS IN GOOD FAITH AND BELIEVES THE ASSUMPTIONS TO BE REASONABLE.

^1^	Capitalized<br>terms used but not defined herein have the meaning ascribed to such terms in the Plan.
^2^	The<br>Financial Projections do not incorporate or otherwise include any estimates arising from prepetition litigation.

Business Description

The Debtors and their affiliates are a leading oilfield services business that supplies solutions for unconventional oil and gas resource extraction and development across North America and abroad. The Debtors and their affiliates partner with exploration and production customers to design and deploy downhole solutions and technology to prepare horizontal, multistage wells for production.

General Assumptions & Methodology

The Financial Projections are based on the Debtors’ business plan. The Financial Projections were informed by current and projected conditions in the Debtors’ markets and prepared on a holistic basis to reflect the combined results of their entire business, inclusive of Debtor and non-Debtor activity. The Financial Projections consist of the following non-GAAP unaudited pro forma financial statements: (i) projected income statement, (ii) projected balance sheet, and (iii) projected cash flow statement.

The Financial Projections have been prepared using accounting policies that are materially consistent with those applied in the Company’s historical financial statements. The Financial Projections do not reflect the formal implementation of reorganization accounting pursuant to FASB Accounting Standards Codification Topic 852, Reorganizations (“ASC 852”). The Financial Projections (i) are based upon current and projected market conditions in which the Company operates; (ii) are forecasted by the Company’s primary business segments; (iii) assume emergence from the Chapter 11 Cases on the Effective Date under terms substantially similar to those set forth in the Plan; and (iv) reflect capital expenditures related to normal course maintenance and other investments necessary to run the business during the Projection Period. Assumptions have not been made to depreciation and amortization to reflect “fresh start” accounting.

The Financial Projections reflect numerous assumptions, including various assumptions regarding the anticipated future performance of the Debtors, industry performance, general business and economic conditions, and other matters. Therefore, although the Financial Projections are necessarily presented with numerical specificity, the actual results achieved during the Projection Period may vary from the projected results. The Company reports and uses the Adjusted EBITDA metric to assess the ongoing performance of its core operations, which includes adjustments for one-time, non-recurring, or non-operational items such as cash-based awards and stock-based compensation expense.^3^

Projected Income Statement Assumptions

Revenue: The Company has four primary revenue-generating segments: (i) Cementing, which consists of creating a cement slurry from customized mixtures that is pumped between the casing and the wellbore of a well; (ii) Completion Tools, which involves composite, hybrid, and dissolvable frac plugs in a variety of sizes to separate the well into discrete segments during plug and perforation (“plug-and-perf”) operations; (iii) Wireline Services, which involves the use of wire-controlled devices to deliver technology into the wellbore and conduct activities, namely plug-and-perf operations; and (iv) Coiled Tubing Services, which consists of the insertion of metal tubing in the form of continuous steel piping into a wellbore for purposes of drilling, removing obstructions and creating a path for operations through milling, and retrieving objects stuck or lost in the wellbore. Additionally, the Debtors and their affiliates continually progress various research and development processes to ensure that they offer the most efficient and cost-effective products in the oil and gas marketplace. These research and development efforts have led to the acquisition of valuable intellectual property.

Cost of Revenues (Exclusive of Depreciation and Amortization): Primarily includes materials installed and consumed while performing services, employee related costs, other costs such as repair and maintenance, vehicle expense, and travel.

General and Administrative Expenses (“G&A”): Expenses include compensation and benefits, selling and marketing expenses, supplies, insurance, and other corporate administrative costs not allocated to cost of revenue.

^3^	“EBITDA”<br>means net earnings/(loss) before interest expense, income tax expense/(benefit), depreciation and amortization. “Adjusted EBITDA”<br>means EBITDA adjusted to exclude one-time, non-recurring, or non-operational items such as cash-based awards and stock based compensation expense.

Depreciation and Amortization: Includes depreciation of property, plant, and equipment calculated on a straight-line basis over the estimated useful life and the amortization of software and other long-lived assets.

Other Income/Expense: Other Income/Expense consists of certain other expenses and income that occur during the Projection Period.

Interest Expense: Based on the pro forma capital structure contemplated by the Plan to be implemented on the Effective Date.

Tax Expense: The Financial Projections assume, among other things not listed here, that (1) the Debtors will be a taxpayer through the Forecast Period; and (2) if Section 382(l)(5) of the Internal Revenue Code is available to the Debtors then they will elect out of its application. Tax projections are inherently uncertain and subject to change, and any change to any of the assumptions made by the Debtors (whether that is to the specific items listed above or to any of the other assumptions that have been made) could result in higher or lower tax liabilities for the Reorganized Debtors than set forth in the Financial Projections.

Projected Balance Sheet Assumptions:

The projected consolidated pro forma balance sheet considers the pro forma capital structure, estimated adjustments to the balance sheet based on cancellation of debt or other liabilities, and exit financing activity, all as set forth in the Plan. Actual balances may vary from those reflected in the opening balance sheet due to variances in projections and potential changes in cash needed to consummate the Plan.

The Financial Projections are based on a new Exit ABL Facility to be issued on the Effective Date pursuant to the Exit ABL Credit Agreement with up to $135 million in commitments at emergence.

The balance sheet does not reflect the impact of “fresh start” accounting, which could result in a change to the projected values of assets and liabilities.

Projected Cash Flow Statement Assumptions:

The Company’s projected cash flow statement reflects the cash required for operating, investing, and financing activities over the Projected Period. Specific items impacting the cash flow statement projections include:

Depreciation and Amortization: Includes depreciation of property, plant, and equipment calculated on a straight-line basis over the estimated useful life and the amortization of software and other long-lived assets.

Changes in Working Capital: Changes in working capital primarily consist of changes in accounts receivable, inventory, accounts payable, prepaid expenses, and other assets and liabilities.

Other Operating CashFlow Items: Other Operating Cash Flow Items consist primarily of stock based compensation.

Capital Expenditures: Based on the Debtor’s capital plan necessary to maintain operations, as well as capital expenditures related to the growth in the business.

Net Premium FinanceAgreement: The Debtors finance their insurance premiums and repay the finance company in monthly installments.

Consolidated<br> Income Statement<br> ( in Millions)	Q2 - Q4 26			FY 2027			FY 2028
Revenue	413		$	554		$	571
Cost of Revenues (Excl. Depreciation & Amortization)	(341	)		(457	)		(470	)
Gross Profit	72		$	97		$	102
General & Administrative Expenses	38			50			49
Depreciation	17			23			23
Amortization	8			11			11
Income from operations	9		$	14		$	19
Other expense / (Income)	(0	)		(1	)		(1	)
(Gain) loss on extinguishment of debt	-			-			-
Interest expense, net	6			7			3
Total other expense	6		$	6		$	3
Provision for income taxes	0			1			1
Net income	3		$	7		$	16
Memo: Adjusted EBITDA Reconciliation
Depreciation	17		$	23		$	23
Amortization	8			11			11
Interest expense, net	6			7			3
Provision for Income Taxes	0			1			1
Other Adjustments	2			2			2
Adjusted EBITDA	37		$	50		$	55

All values are in US Dollars.

Consolidated Pro Forma Balance Sheet
($ in Millions)	YE 2026		FY 2027		FY 2028
Assets
Cash	$	10	$	10	$	10
Accounts Receivable		80		84		86
Inventories		53		54		54
Other Current Assets		17		17		17
Net PP&E		60		54		48
Other Assets		85		63		47
Total Assets	$	305	$	282	$	262
Liabilities
Accounts Payable	$	42	$	44	$	44
Other Current Liabilities		32		31		30
Total Current Liabilities	$	74	$	74	$	74
Exit ABL Facility	$	63	$	39	$	6
Other Liabilities		13		5		0
Total Non-Current Liabilities	$	76	$	44	$	6
Total Liabilities	$	150	$	118	$	80
Stockholder’s Equity
Stockholder’s Equity and Retained Earnings	$	155	$	163	$	181
Total Liabilities &<br> Stockholder’s Equity	$	305	$	282	$	262

Consolidated Cash Flow<br> Statement
(<br> in Millions)	Q2 - Q4 26			FY 2027			FY 2028
Cash Flows From Operating Activities
Net Income	3		$	7		$	16
Depreciation & Amortization	26			35			34
Other Operating Cash Flow Items	1			2			2
Change in Net Working Capital	(0	)		(3	)		(1	)
Cash Flow from Operating Activities	31		$	41		$	50
Cash Flow from Investing Activities
Purchases of PP&E (Capex)	(11	)	$	(17	)	$	(17	)
Cash Flow from Investing Activities	(11	)	$	(17	)	$	(17	)
Cash Flows from Financing Activities
Proceeds / (Payments) on Revolving Credit Facilities	(20	)		(24	)		(33	)
Payments on Capital Leases	-			-			-
Cash Flow from Financing Activities	(20	)	$	(24	)	$	(33	)
Change in Cash, During<br> the Period	-		$	-		$	-
Cash, beginning of period	10		$	10		$	10
Cash, end of period	10		$	10		$	10

All values are in US Dollars.

Exhibit D

Liquidation Analysis

I. INTRODUCTION

Section 1129(a)(7) of the Bankruptcy Code, often called the “Best Interests Test,” requires that a bankruptcy court find, as a condition to confirmation, that the chapter 11 plan provides, with respect to each class of impaired claims, that each holder of an allowed claim or equity interest in such impaired class either (i) has accepted the plan of reorganization or (ii) will receive or retain under the plan on account of such claim or interest, as of the effective date of the plan, property of a value that is not less than the amount such holder would receive or retain if the debtors were to be liquidated under chapter 7 of the Bankruptcy Code on such date.

Accordingly, to demonstrate that the Joint Prepackaged Plan of Reorganization of Nine Energy Service, Inc. and its Debtor Affiliates Pursuant to Chapter11 of the Bankruptcy Code (the “Plan”)^1^ satisfies the “Best Interests Test,” the Debtors’ management team (“Management”), with the assistance of FTI, prepared the following hypothetical liquidation analysis (the “Liquidation Analysis”) in connection with the Plan and the Disclosure Statement.

The Liquidation Analysis provides the estimated recoveries for all Classes of Claims and Interests in a hypothetical liquidation under chapter 7 of the Bankruptcy Code upon disposition of the Debtors’ assets (as an alternative to the Plan). Accordingly, the values discussed in the Liquidation Analysis may be different from amounts referred to in the Plan or the Disclosure Statement. The Liquidation Analysis is based on certain assumptions in the Disclosure Statement and in the accompanying notes to the Liquidation Analysis.

To conduct the Liquidation Analysis, the Debtors and the Advisors have:

●	estimated the cash proceeds (the “Liquidation Proceeds”)<br>that a chapter 7 trustee (the “Trustee”) would generate if each Debtor’s chapter 11 case were converted<br>to a chapter 7 case and the assets of such Debtor’s estate were wound down, liquidated, or sold;
●	determined the distribution (the “Liquidation Distribution”)<br>that each Holder of a Claim or Interest would receive from the Liquidation Proceeds in accordance with the priority scheme dictated in<br>chapter 7 of the Bankruptcy Code; and
---	---
●	compared each Holder’s Liquidation Distribution to<br>the estimated distribution under the Plan (the “Plan Distribution”) that such Holder would receive if the Plan were<br>confirmed and consummated.
---	---

II. STATEMENT OF LIMITATIONS

The determination of the costs of, and proceeds from, the hypothetical liquidation of the Debtors’ assets in chapter 7 cases is an uncertain process involving the use of estimates and assumptions that, although considered reasonable by the Debtors based upon their reasonable business judgment and input from certain of their advisors, are inherently subject to business, economic, and competitive uncertainties and contingencies beyond the control of the Debtors, Management, and the Debtors’ advisors. Inevitably, some assumptions in the Liquidation Analysis may not materialize in an actual chapter 7 liquidation, and unanticipated events and circumstances could affect the ultimate results in an actual chapter 7 liquidation. Actual results could vary.

The Debtors prepared the Liquidation Analysis for the sole purpose of providing a reasonable, good faith estimate of the Liquidation Proceeds that would be generated if the Debtors’ assets were liquidated in accordance with chapter 7 of the Bankruptcy Code. The Liquidation Analysis is not intended and should not be used for any other purpose. The underlying financial information in the Liquidation Analysis was not compiled or examined by independent accountants in accordance with standards promulgated by the American Institute of Certified Public Accountants.

NOTHING CONTAINED IN THE LIQUIDATION ANALYSIS IS INTENDED TO BE, OR CONSTITUTES, A CONCESSION, ADMISSION, OR ALLOWANCE OF ANY CLAIM BY THE DEBTORS. THE ACTUAL AMOUNT OR PRIORITY OF ALLOWED CLAIMS IN THESE CHAPTER 11 CASES COULD MATERIALLY DIFFER FROM THE ESTIMATED AMOUNTS SET FORTH AND USED IN THE LIQUIDATION ANALYSIS. THE DEBTORS RESERVE ALL RIGHTS TO SUPPLEMENT, MODIFY, OR AMEND THE ANALYSIS SET FORTH HEREIN.

^1^	Capitalized terms used but not otherwise defined herein shall<br>have the meanings ascribed to such terms in the Plan or the Disclosure Statement, as applicable.

III. OVERVIEW AND GENERAL ASSUMPTIONS

Hypothetical chapter 7 recoveries set forth in the Liquidation Analysis were determined through multiple steps and assumptions, as set forth below. These assumptions, and others set forth herein, are made solely for purposes of the Liquidation Analysis. The Liquidation Analysis is based on the Debtors’ January 2026 business plan and unaudited balance sheets as of December 31, 2025, with certain adjustments to reflect anticipated activity to March 31, 2026. These amounts are intended to represent the Debtors’ and the Debtors’ non-Debtor subsidiaries’ (such subsidiaries, the “Non-Debtors”) assets and liabilities as of March 18, 2026 (“Conversion Date”).^2^ Customer receivables, accounts payable, and inventory are projected as of the Conversion Date and based on the January 2026 business plan. The Debtors’ cash is projected as of the Conversion Date and based on the 13-week cash flow forecast prepared and delivered to the DIP Agent (the “DIP Budget”). The net costs to execute the administration of the wind down of the Estates (the “Wind Down Expenses”) are projected throughout the wind down period and are solely for purposes of the Liquidation Analysis.

The Liquidation Analysis assumes that the Debtors would commence a chapter 7 liquidation on or about the Conversion Date under the supervision of a single court-appointed chapter 7 trustee. The selection of a separate chapter 7 trustee for one or more of the Estates would likely result in higher administrative expenses arising from a duplication of effort by each trustee and their professionals, and, in turn, lessen recovery to Holders of Claims and Interests.

The Liquidation Analysis further assumes that the cessation of the Debtors’ business in a chapter 7 liquidation would, unless otherwise noted, require Non-Debtors to sell or liquidate their assets, as they would not receive support from the Debtors’ U.S. and Canadian operations. The Non-Debtors are therefore assumed to enter their own wind-down processes shortly after the Conversion Date, which may be administered in foreign jurisdictions. After the Non-Debtors’ liabilities are repaid, these liquidations will not generate any net proceeds for distribution to the Debtors’ creditors. Actual costs in connection with formal insolvency proceedings in foreign jurisdictions may be higher than assumed, which could reduce the amounts available to Debtors.

The Prepetition ABL Credit Agreement and Senior Secured Notes Indenture (collectively, the “Prepetition Credit Agreements”) have certain secured and/or guarantee claims over the assets of certain Debtor and Non-Debtor entities. The Liquidation Analysis has been analyzed on an individual entity-by-entity basis, taking into account the security and claims ranking within each individual entity. Since all of the Debtors’ assets are secured or guaranteed under the DIP Facility and Prepetition Credit Agreements, the results have been consolidated and are presented herein as an aggregate liquidation value.

The Liquidation Analysis assumes the DIP Facility (which would be in default in the event of a hypothetical liquidation) would be unavailable as a source of liquidity, the use of Cash Collateral would be limited, and the Debtors would not have funds to support any process other than an orderly and expedited wind-down of the Debtors’ businesses by the Trustee to convert the Debtors’ assets to cash and limit the amount of administrative expenses. There can be no assurance, however, that a liquidation would be completed in a limited timeframe, nor is there any assurance that the recoveries assigned to the Debtors’ assets would be realized. If the Debtors’ use of Cash Collateral is restricted entirely as opposed to merely limited, recoveries in a liquidation would likely be materially less than shown in the Liquidation Analysis.

A wind-down process in an actual liquidation could be significantly longer and more expensive than assumed in the Liquidation Analysis, thereby significantly reducing actual recoveries.

^2^	Projected asset values are from the Debtors’ January<br>2026 business plan with month-end figures (mid-week or mid-month figures are not available). All book values shown in this Liquidation<br>Analysis are as of month-end March 2026, although the Conversion Date is anticipated to fall in the middle of the month.

The Liquidation Analysis reflects the wind-down and liquidation of substantially all the Debtors’ remaining assets and the distribution of available proceeds to Holders of Allowed Claims after the Conversion Date. Unless specified in the assumptions and notes thereto, the Liquidation Analysis does not include estimates for: (i) any environmental and remediation claims resulting from the shut down or sale of the Company’s locations, (ii) damages as a result of breach or rejection of leases and executory contracts unless specifically noted, (iii) foreign or domestic taxes that may be triggered upon liquidation, the sale of assets, or distributions of dividends, or (iv) recoveries resulting from any potential preference, fraudulent transfer, or other litigation or avoidance action. Additionally, the cessation of the Debtors’ business in a chapter 7 liquidation is likely to trigger certain Claims that otherwise would not exist under the Plan. More detailed assumptions are included below. The Liquidation Analysis assumes that certain services and employees relating to operations, finance, accounting, treasury, information technology (“IT”), and other management will remain to safely shut down operations, monetize the assets, and wind down the estates.

Summary Notes to Liquidation Analysis

1.	Dependence on Assumptions. The Liquidation Analysis depends on a number of estimates and assumptions developed by Management<br>and the Debtors’ restructuring advisors. Although Management and the Debtors’ restructuring advisors believe the assumptions<br>are reasonable, the assumptions are inherently subject to economic, business, regulatory, and competitive uncertainties and contingencies<br>beyond the control of the Debtors or Management. The Liquidation Analysis is also based on the Debtors’ reasonable judgments regarding<br>the resolution of numerous decisions in the liquidation process.
2.	Dependence on a Forecasted Balance Sheet and DIP Budget. The Liquidation Analysis is based on the Debtors’ January 2026<br>business plan and unaudited balance sheets as of December 31, 2025, with certain adjustments to reflect anticipated activity to the Conversion<br>Date.
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3.	Chapter 7 Liquidation Process. The liquidation of the Debtors’ assets is assumed to be completed over a period of approximately<br>six months in chapter 7 cases managed by a chapter 7 trustee. The chapter 7 trustee would manage the Estates to maximize<br>recoveries for creditors as expeditiously as possible and would retain professionals (attorneys, investment bankers, financial advisors,<br>liquidators, accountants, consultants, appraisers, experts, etc.) to assist in the liquidation and wind-down of the Estates. The chapter 7<br>trustee would oversee the Debtors’ wind-down of operations and collection of outstanding accounts receivable in addition to attempting<br>to sell or otherwise monetize other assets owned by the Debtors to one or multiple buyers. This analysis does not include estimates<br>for environmental and remediation claims resulting from the shutdown of the Debtors’ and Non-Debtors’ facilities. Environmental<br>and remediation claims could be material and reduce actual recoveries compared to this analysis. This analysis assumes that during the<br>first three months of a hypothetical liquidation, the chapter 7 trustee would work to wind down the Debtors’ operations and<br>monetize their assets. This analysis also assumes that during the following three months, the chapter 7 trustee would primarily focus<br>on administrative activities such as claims reconciliation, distributions to Holders of Claims, and other activities necessary to wind<br>down the Estates.
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4.	Claims Estimates. In preparing the Liquidation Analysis, the Debtors have preliminarily estimated an amount of Allowed Claims<br>for each Class as of the Conversion Date. Additional Claims were estimated to include certain chapter 7 administrative obligations<br>incurred after the Conversion Date. The estimate of all Allowed Claims in the Liquidation Analysis is based on the estimated book value<br>of those Claims, where applicable. No order or finding has been entered or made by the Bankruptcy Court estimating or otherwise fixing<br>the amount of Claims at the estimated amounts of the Allowed Claims set forth in the Liquidation Analysis. The estimate of the amount<br>of the Allowed Claims set forth in the Liquidation Analysis should not be relied upon for any other purpose, including, without limitation,<br>any determination of the value of any distribution to be made on account of the Allowed Claims under the Plan. The actual amount of the<br>Allowed Claims could be materially different from the amount of Claims estimated in the Liquidation Analysis.
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IV. CONCLUSION

THE DEBTORS HAVE DETERMINED, AS SUMMARIZED IN THE FOLLOWINGANALYSIS, THAT CONFIRMATION OF THE PLAN WILL PROVIDE CREDITORS WITH A RECOVERY THAT IS NOT LESS THAN WHAT THEY WOULD OTHERWISE RECEIVEIN CONNECTION WITH A LIQUIDATION OF THE DEBTORS UNDER CHAPTER 7 OF THE BANKRUPTCY CODE.

V. RECOVERY COMPARISON^3^

The following table compares estimated Plan recoveries versus the Liquidation Analysis recoveries by class:

****	Plan of Reorganization				Illustrative Liquidation								****	****
Class Claims and Interests	Plan Status	% Recovery		****	% RecoveryLow Case		****	% RecoveryMid Case		****	% RecoveryHigh Case		****	Best Interest Test
(1) Other Secured Claims	Unimpaired		100	%		100	%		100	%		100	%	Pass
(2) Other Priority Claims	Unimpaired		100	%		0	%		0	%		0	%	Pass
(3) ABL Claims	Unimpaired		100	%		100	%		100	%		100	%	Pass
(4) Senior Secured Notes Claims	Impaired		44	%		13	%		17	%		22	%	Pass
(5) General Unsecured Claims	Unimpaired		100	%		0	%		0	%		0	%	Pass
(6) Intercompany Claims	Unimpaired /<br><br>Impaired		0	%		0	%		0	%		0	%	Pass
(7) Intercompany Interests	Unimpaired /<br><br>Impaired		0	%		0	%		0	%		0	%	Pass
(8) Nine Energy Equity Interests	Impaired		0	%		0	%		0	%		0	%	Pass
(9) Section 510(b) Claims	Unimpaired		0	%		0	%		0	%		0	%	Pass
3	The estimated percentage recoveries set out in this table<br>assume an implied equity value of $142.5 million. The estimated percentage recoveries do not take into account dilution from any New<br>Common Shares issued pursuant to the Management Incentive Plan, which reserves up to 10% of the New Common Shares for participants under<br>a post-restructuring equity-based management incentive plan to be adopted on the Effective Date.
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LIQUIDATION ANALYSIS RESULTS

****	****			Estimated Recovery %								****	Estimated Proceeds								****
USD in million’sConsolidated Net Distributable Assets	Notes	Pro Forma<br><br> Book Value		Low		****	Midpoint		****	High		****	Low		****	Midpoint		****	High		****
Gross Liquidation Proceeds
Current Assets:
Cash and Cash Equivalents	A	$	10.0		100.0	%		100.0	%		100.0	%	$	10.0		$	10.0		$	10.0
Accounts Receivable	B		81.0		79.2	%		84.2	%		89.2	%		64.2			68.2			72.3
Inventory	C		54.0		40.8	%		45.7	%		50.6	%		22.0			24.7			27.4
Prepaid Expenses and Other Current Assets	D		13.1		-	%		-	%		-	%		-			-			-
Notes Receivable	E		2.5		-	%		-	%		-	%		-			-			-
Total Current Assets	****	$	160.6	****	****	****	****	****	****	****	****	****	$	96.2	****	$	102.9	****	$	109.6	****
Long-Term Assets:	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****
Property, Plant, and Equipment, Net	F	$	64.1		75.1	%		83.8	%		92.5	%	$	48.2		$	53.8		$	59.4
Operating Lease Right of Use Assets, Net	G		33.2		-	%		-	%		-	%		-			-			-
Financing Lease Right of Use Assets, Net	G		0.0		-	%		-	%		-	%		-			-			-
Intangible Assets	H		67.8		7.3	%		8.1	%		8.9	%		5.0			5.5			6.1
Other Long-Term Assets	I		8.8		-	%		-	%		-	%		-			-			-
Total Long-Term Assets	****	$	173.9	****	****	****	****	****	****	****	****	****	$	53.1	****	$	59.3	****	$	65.4	****
Total Estimated Gross Proceeds	****	$	334.5	****	****	****	****	****	****	****	****	****	$	149.3	****	$	162.2	****	$	175.0	****
Chapter 7 Liquidation Costs	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****
Wind Down Costs	J												$	(16.0	)	$	(14.6	)	$	(13.1	)
Chapter 7 Trustee Fees	K				3.0	%		3.0	%		3.0	%		(4.2	)		(4.6	)		(5.0	)
Professional Fees	L				3.0	%		2.5	%		2.0	%		(4.5	)		(4.0	)		(3.5	)
Total Chapter 7 Liquidation Costs	****	****	****	****	****	****	****	****	****	****	****	****	****	(24.7	)	****	(23.1	)	****	(21.6	)
Net Proceeds available for Distribution	****	****	****	****	****	****	****	****	****	****	****	****	$	124.6	****	$	139.0	****	$	153.5	****
Restricted Cash Proceeds available for Distribution to Other Secured Claims					****	****	****	****	****	****	****	****	$	1.4	****	$	1.4	****	$	1.4	****
		Est. Claim		Estimated Recovery %									Estimated Recovery Values
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Hypothetical Claims Recovery		Value		Low			Midpoint			High			Low		Midpoint		High
Recovery by Claims Class
DIP Claims	M	$	84.2		100.0	%		100.0	%		100.0	%	$	84.2	$	84.2	$	84.2
Senior Secured Notes Claims	N		319.5		12.7	%		17.2	%		21.7	%		40.4		54.9		69.3
Other Secured Claims	O		1.4		100.0	%		100.0	%		100.0	%		1.4		1.4		1.4
Administrative Claims	P		62.7		-	%		-	%		-	%		-		-		-
Other Priority Claims	Q		0.4		-	%		-	%		-	%		-		-		-
General Unsecured Claims	R		21.1		-	%		-	%		-	%		-		-		-
Deficiency Claims			264.6		-	%		-	%		-	%		-		-		-
Intercompany Claims	S		-		-	%		-	%		-	%		-		-		-
Intercompany Interests	T		-		-	%		-	%		-	%		-		-		-
Nine Energy Equity Interest	U		-		-	%		-	%		-	%		-		-		-
Section 510(b) Claims	V		-		-	%		-	%		-	%		-		-		-
Total Recovery (All Classes)		$	753.8										$	126.0	$	140.4	$	154.9

NOTES TO THE LIQUIDATION ANALYSIS

Note A – Cash and Cash Equivalents

●	The Debtors’ cash balance is projected as of the Conversion Date based on the DIP Budget.
●	The Liquidation Analysis assumes that the Debtors will have access to the cash in their accounts upon<br>conversion of the cases to chapter 7. The secured lenders may, however, have the right to sweep this cash to pay down their Claims<br>upon conversion, which could adversely affect the Trustee’s ability to run an orderly liquidation and reduce liquidation recoveries.
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●	Cash and Cash Equivalents exclude restricted cash supporting<br>the Debtors’ letters of credit and corporate credit cards, as counterparties are assumed to draw on those amounts to satisfy claims.
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●	The Debtors estimate recoveries of 100% for Cash and Cash Equivalents.
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Note B – Accounts Receivable

●	Accounts Receivable represent amounts due from customers for services provided or products sold by the<br>Debtors.
●	The analysis assumes that the Trustee would be able to retain the necessary personnel at the Debtors to<br>assist and collecting these receivables. If the Trustee does not have sufficient access to capital or, for any other reason, was not able<br>to retain these key personnel, that could negatively impact the recovery of these receivables.
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●	The Debtors estimate recoveries for Customer Receivables to be $64.2 million (79.2%) in the Low Case,<br>$68.2 million (84.2%) in the Mid. Case, and $72.3 million (89.2%) in the High Case.
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Note C – Inventory

●	Inventory primarily includes finished goods, raw materials, and work-in-process.
●	Inventory recovery values are based upon a third-party appraisal report and other liquidation-related<br>adjustments.
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●	The Inventory liquidation assumptions include, but are not limited to, the following:
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o	The analysis is based on book value of inventory as of December 31, 2025, and projected to the Conversion<br>Date based on the financial projections.
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o	Inventory assumed to be liquidated over an 8- to 10-week period beginning when the liquidation agent is<br>hired. Recovery values would be negatively impacted if the inventory is forced to be sold over a shorter timeframe.
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o	Assumes access to inventory stored at third-party facilities.
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o	Key personnel would be retained to assist the liquidation agent.
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o	Sales would be on a cash-only basis, buyers would be responsible for shipping costs, and no warranties would be in place on any inventory.
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●	The Debtors estimate recoveries for Inventory to be $22.0 million (40.8%) in the Low Case, $24.7 million<br>(45.7%) in the Mid. Case, and $27.4 million (50.6%) in the High Case.

Note D – Prepaid Expenses and Other Current Assets

●	Prepaid Expenses represent amounts related to prepaid insurance and other pre-paid services.
●	The prepaid invoices relate to insurance, IT, software, and other services that extend over multiple periods<br>and are amortized over the life of the service.
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●	The Debtors do not estimate any recoveries for Prepaid Expenses. Any prepaid IT and insurance costs are<br>assumed to be used during the wind-down period.
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Note E – Notes Receivable

●	Short-term Notes Receivable reflects an intercompany note with a Non-Debtor entity, for which the Debtors<br>do not estimate any recovery.

Note F – Property, Plant, and Equipment

●	Property, Plant, and Equipment (“PP&E”) primarily includes the Debtors’ owned<br>land, buildings, machinery & equipment, and vehicles included in the fixed assets register as of December 31, 2025.
●	The estimated recoveries were based upon a third-party appraisal report with certain liquidation-related<br>adjustments.
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●	The PP&E liquidation assumptions include, but are not limited to, the following:
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●	PP&E is not sold as a going concern due to, but not limited<br>to, the assumptions that the Debtors would have limited access to capital and the Trustee would minimize risk by shutting down operations.
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●	The Debtors assume facilities begin the process of safely<br>shutting down as of the Conversion Date. The Liquidation Analysis assumes the Debtors have access to all utilities.
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●	The recovery values do not include estimated environmental,<br>remediation, and regulatory compliance costs expected to arise at the time of site closures.
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●	Personal Property (e.g., machinery, equipment, etc.)<br>is assumed to be liquidated over a three-month period beginning when the liquidation agent is hired. Recovery values would be negatively<br>impacted if the Personal Property is forced to be sold over a shorter timeframe.
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●	Real Property (e.g., buildings, land, etc.) is assumed<br>to be liquidated over a three-month period beginning when the liquidation agent is hired. Recovery values would be negatively impacted<br>if the Real Property is forced to be sold over a shorter timeframe.
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●	Key personnel would be retained to assist the liquidation<br>agent.
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●	The Debtors’ Personal Property would be sold as is,<br>and purchasers would be responsible for arranging and paying for the transportation of purchased machinery and equipment.
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●	The Liquidation Analysis assumes that certain leased PP&E<br>will be reclaimed by the lessors.
●	The Debtors estimate recoveries for Property, Plant, and Equipment to be $48.2 million (75.1%) in<br>the Low Case, $53.8 million (83.8%) in the Mid. Case, and $59.4 million (92.5%) in the High Case.
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Note G – OperatingLease Right of Use Assets, Net and Financing Lease Right of Use Assets, Net

●	Operating Lease Right of Use Assets, Net and Financing Lease Right of Use Assets, Net represent long-term<br>operating lease obligations amortized over the life of the leases.
●	Debtors estimate no recoveries for Operating and Financing Lease Right of Use Assets.
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Note H – Intangible Assets

●	Intangible Assets represent amounts related to customer relationships, technology, patents, and non-compete<br>agreements.
●	The Debtors estimate recoveries for Intangible Assets to be $5.0 million (7.3%) in the Low Case,<br>$5.5 million (8.1%) in the Mid. Case, and $6.1 million (8.9%) in the High Case.
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Note I – Other Long-Term Assets

●	Other Long-Term Assets primarily include investments in Non-Debtor subsidiaries, deferred debt issuance<br>costs, and long-term deposits.
●	The analysis assumes that the liquidation of the Non-Debtor subsidiaries generates no net proceeds available<br>for distribution to the Debtors’ creditors.
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●	The Debtors estimate no recoveries for Other Long-Term Assets.
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WIND DOWN COSTS

Note J – Wind Down Costs

●

Wind Down Costs include Debtors’ owned and leased facility shutdown costs, and the Debtors’ costs related to the liquidation of inventory, personal property, and real property, and other corporate costs required to wind down the Debtors’ estates. These costs include, but are not limited to: payroll and benefits; retention incentives; taxes; software and systems; insurance; occupancy costs; and administration and overhead costs. The Trustee is assumed to reduce employee and other related expenses upon the conversion of the case and throughout the six-month liquidation timeframe. The Liquidation Analysis includes the cost of an employee retention program equal to 35% of corporate wind-down employee salaries.

●

The Debtors assume the facilities begin the process of safely shutting down as of the Conversion Date. The estimated cost associated with shutting down these facilities was prepared by the Debtors. The estimates of the facilities shutdown costs were prepared solely for the Liquidation Analysis and should not be relied upon for any other purpose. The actual amount of the shutdown costs could be materially different from the estimated amount, and primarily comprise labor (internal and external), utilities, rental equipment, and other site services.

---

●	Inventory liquidation costs are costs related to the liquidation of equipment and include, but are not limited to: related<br>employee payroll, benefits, retention bonuses, taxes, and commissions; advertising and promotional costs; occupancy and utilities; third-party<br>warehousing costs; on-site management; and estimated liquidation agent’s commission costs.
●	Personal property liquidation costs are costs related to the liquidation of personal property and include, but are not limited to: related<br>employee payroll, benefits, retention bonuses, and taxes; occupancy and utilities; and on-site management.
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●	Real property liquidation costs are costs related to the liquidation of real property and include, but are not limited to: property<br>taxes; insurance; and estimated liquidation agent’s commissions.
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●	Corporate wind-down costs are costs related to the wind-down of Debtor entities and include, but are not limited to: payroll<br>and benefits; retention bonuses; occupancy and utilities; software and systems; and insurance.
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Note K – Chapter 7 Trustee Fees

●	For purposes of the Liquidation Analysis, these fees are assumed to be 3.0% of Gross Liquidation Proceeds,<br>excluding Cash and Cash Equivalents.

Note L – Chapter 7 Trustee Legal and Financial Advisors

●	The Liquidation Analysis assumes the Trustee will retain attorneys, financial advisors, and liquidators<br>to assist in the liquidation.
●	The chapter 7 professional fees include estimates for such professionals that will assist the Trustee<br>during the liquidation period. These advisors will, among other things, assist in marketing the Debtors’ assets and resolving other<br>matters relating to the wind-down of the Debtors’ Estates.
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●	The Liquidation Analysis estimates professional fees at 2.0% to 3.0% of Gross Liquidation Proceeds, excluding<br>Cash & Cash Equivalents.
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CLAIMS

Note M – DIP Claims

●	The DIP Facility represents the postpetition obligations incurred by the Debtors related to the senior<br>secured superpriority asset-based debtor-in-possession revolving credit facility, which will roll up the prepetition ABL Obligations in<br>full.
●	Subject<br> to (a) the Carve Out (as defined in the DIP Orders) and (b) certain security interests and<br> liens in favor of the holders of the prepetition Senior Secured Notes with respect to Collateral<br> which constitutes “Notes Priority Collateral” (as defined in the Crossing Liens<br> Intercreditor Agreement),^4^ including certain<br> real property, fixtures, intellectual property and equity pledges, the DIP Facility holds<br> (i) a first-priority security interest and lien on substantially all Collateral of the Debtors<br> and certain previously unencumbered property of the Debtors including, without limitation,<br> the proceeds of avoidance actions and (ii) superpriority administrative expense claim status<br> in the chapter 11 cases.
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4	“Crossing Liens Intercreditor Agreement”<br>means that certain Intercreditor Agreement, dated as of January 30, 2023, by and among, inter alios, the Prepetition<br>ABL Lender, the Senior Secured Notes Trustee, and certain of the Debtors (as the same may be amended, restated, amended and restated,<br>supplemented or otherwise modified).
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●	The DIP Facility claim amounts include, among other things, the outstanding principal, fees, and accrued<br>but unpaid interest arising under the DIP Facility.
●	The Debtors estimate this amount to be approximately $84.2 million based on the DIP Budget with an estimated<br>recovery of 100% in the Low Case, 100% in the Mid. Case, and 100% in the High Case.
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Note N – Senior Secured Notes Claims

●	The prepetition Senior Secured Notes hold a first-priority lien and security interest on substantially<br>all assets of Nine Energy Service, Inc., and its U.S. subsidiaries, subject to the first-priority liens granted in favor of the Prepetition<br>ABL Lender in “ABL Priority Collateral” (as defined in the Crossing Liens Intercreditor Agreement and which includes, among<br>other things, certain cash, accounts receivable, and inventory of the Debtors).
●	The Senior Secured Notes Claim amounts include, among other things, the outstanding principal, fees and<br>accrued but unpaid interest arising under the Senior Secured Notes Claims.
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●	The Debtors estimate the Senior Secured Notes Claims amount to be approximately $319.5 million with an<br>estimated recovery of 12.7% in the Low Case, 17.2% in the Mid. Case, and 21.7% in the High Case.
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Note O – Other Secured Claims

●	Other Secured Claims includes a supersedeas bond collateralized by a letter of credit.
●	The Debtors estimate 100% recovery for Other Secured Claims.
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Note P – Administrative Claims

●	Administrative Claims include postpetition accounts payable, 503(b)(9) claims, and other Administrative<br>Claims as of the Conversion Date in the aggregate amount of at least approximately $62.7 million.
●	The cessation of the business in a liquidation would likely incur other Claims including postpetition<br>contract rejection Claims. The Liquidation Analysis does not attempt to value such liabilities, unless specified herein.
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●	The Debtors estimate no recovery for Administrative Claims.
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Note Q – Other Priority Claims

●	The Debtors estimate no recovery for Other Priority Claims.

Note R – General Unsecured Claims

●	The Debtors estimate no recovery on account of either General Unsecured Claims in a hypothetical chapter 7<br>liquidation (other than from contingent litigation recoveries that have not been estimated for purposes of this Liquidation Analysis and<br>which would be subject to a chapter 7 recovery waterfall).
●	General Unsecured Claims include estimated liquidated damages from expected facility lease rejections<br>and litigation claims.
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Note S – Intercompany Claims

●	The Debtors estimate no recovery for Intercompany Claims.

Note T – Intercompany Interests

●	The Debtors estimate no recovery for Intercompany Interests.

Note U – Section 510(b) Claims

●	The Debtors estimate no recovery for Section 510(b) Claims.

Note V – Nine Energy Equity Interests

●

No recovery is assumed on account of Equity Interests for Nine Energy.

NO ORDER OR FINDING HAS BEEN ENTERED OR MADE BY THE BANKRUPTCYCOURT ESTIMATING OR OTHERWISE FIXING THE AMOUNT OF CLAIMS AT THE ESTIMATED AMOUNTS OF ALLOWED CLAIMS SET FORTH IN THE LIQUIDATION ANALYSIS.THE ESTIMATE OF THE AMOUNT OF ALLOWED CLAIMS SET FORTH IN THE LIQUIDATION ANALYSIS SHOULD NOT BE RELIED UPON FOR ANY PURPOSE OTHER THANTHE LIQUIDATION ANALYSIS, INCLUDING, WITHOUT LIMITATION, ANY DETERMINATION AS TO THE VALUE OF ANY DISTRIBUTION TO BE MADE ON ACCOUNTOF ALLOWED CLAIMS UNDER THE PLAN. THE ACTUAL AMOUNT OF ALLOWED CLAIMS COULD BE MATERIALLY DIFFERENT FROM THE AMOUNT OF CLAIMS ESTIMATEDIN THE LIQUIDATION ANALYSIS.

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Exhibit E

Valuation Analysis

ValuationAnalysis^1^

THE VALUATION INFORMATION CONTAINED HEREIN IS NOT A PREDICTION OR GUARANTEE OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN. THIS VALUATION IS PRESENTED SOLELY FOR THE PURPOSE OF PROVIDING ADEQUATE INFORMATION AS REQUIRED BY SECTION 1125 OF THE BANKRUPTCY CODE TO ENABLE THE HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN TO MAKE AN INFORMED JUDGMENT ABOUT THE PLAN AND SHOULD NOT BE USED OR RELIED UPON FOR ANY OTHER PURPOSE, INCLUDING THE PURCHASE OR SALE OF CLAIMS AGAINST OR INTERESTS IN THE DEBTORS.

At the Debtors’ request, Moelis & Company LLC (“Moelis”) performed a valuation analysis to estimate the enterprise value of the Reorganized Debtors on a going concern basis as of March 31, 2026 an assumed Effective Date (the “Enterprise Value”).

Based upon and subject to the review and analysis described herein, and subject to the assumptions, limitations and qualifications described herein, Moelis’ view, as of January 31, 2026, was that the Enterprise Value of the Reorganized Debtors, as of an assumed Effective Date, for purposes of Moelis’ valuation analysis, of March 31, 2026 (the “Assumed Effective Date”), would be in a range between $185 million and $240 million. After adjusting for assumed net debt of $73 million, the implied equity value (the “Equity Value”) would be in a range between $112 million and $167 million.

Moelis’ views are necessarily based on economic, monetary, market, and other conditions as in effect on, and the information made available to Moelis as of the date of its analysis (January 31, 2026). It should be understood that, although subsequent developments may affect Moelis’ views, Moelis does not have any obligation to update, revise, or reaffirm its analysis or its estimate.

Moelis’ analysis is based, at the Debtors’ direction, on a number of assumptions, including, among other assumptions, that: (a) the Debtors will be reorganized in accordance with the Plan which will be effective on the Assumed Effective Date; (b) the Reorganized Debtors will achieve the results set forth in the financial projections attached as Exhibit C to this Disclosure Statement (the “Financial Projections”) for 2026 through 2028 (the “Projection Period”) provided to Moelis by the Debtors; (c) the Reorganized Debtors’ capitalization and available cash will be as set forth in the Plan and this Disclosure Statement (in particular, the pro forma indebtedness of the Reorganized Debtors as of the Assumed Effective Date will be $73 million); and (d) the Reorganized Debtors will be able to obtain all future financings, on the terms and at the times, necessary to achieve the results set forth in the Financial Projections. Moelis makes no representation as to the achievability or reasonableness of such assumptions. In addition, Moelis assumed that there will be no material change in economic, monetary, market, and other conditions as in effect on, and the information made available to Moelis, as of the Assumed Effective Date.

^1^	Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Plan or the Disclosure Statement,<br>as applicable.

Moelis assumed, at the Debtors’ direction, that the Financial Projections prepared by the Debtors’ management were reasonably prepared on a basis reflecting the Debtors’ best currently available estimates and judgments of the Debtors’ management as to the future financial and operating performance of the Reorganized Debtors. The future results of the Reorganized Debtors are dependent upon various factors, many of which are beyond the control or knowledge of the Debtors, and consequently are inherently difficult to project. The Reorganized Debtors’ actual future results may differ materially (positively or negatively) from the Financial Projections and, as a result, the actual enterprise value and/or equity value of the Reorganized Debtors may be materially higher or lower than the estimated range herein. Among other things, failure to consummate the Plan in a timely manner may have a materially negative impact on the enterprise value and/or equity value of the Reorganized Debtors.

The estimated Enterprise Value and Equity Value set forth above represent hypothetical enterprise value and equity value of the Reorganized Debtors as the continuing operators of the business and assets of the Debtors, after giving effect to the Plan, based on consideration of certain valuation methodologies as described below. The estimated Enterprise Value and Equity Value in this section do not purport to constitute an appraisal or necessarily reflect the actual market values that might be realized through a sale or liquidation of the Reorganized Debtors, their securities or their assets, which may be materially higher or lower than the estimated value ranges herein. The actual value of an operating business such as the Reorganized Debtors’ business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in various factors affecting the financial condition and prospects of such a business.

In conducting its analysis, Moelis, among other things: (a) reviewed certain publicly available business and financial information relating to the Reorganized Debtors that Moelis deemed relevant; (b) reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities, and prospects of the Reorganized Debtors, including the Financial Projections, furnished to Moelis by the Debtors; (c) reviewed the projected capitalization of the Reorganized Debtors; (d) conducted discussions with members of senior management and representatives of the Debtors concerning the matters described in clauses (a) and (c) of this paragraph, as well as their views concerning the Debtors’ business and prospects before giving effect to the Plan, and the Reorganized Debtors’ business and prospects after giving effect to the Plan; (e) reviewed publicly available financial and stock market data for certain other companies in lines of business that Moelis deemed relevant; (f) reviewed a draft of the Plan dated January 31, 2026; (g) reviewed publicly available financial data for certain transactions that Moelis deemed relevant; and (h) conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate. In connection with its review, Moelis did not assume any responsibility for independent verification of any of the information supplied to, discussed with, or reviewed by Moelis and, with the consent of the Debtors, relied on such information being complete and accurate in all material respects. In addition, at the direction of the Debtors, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance- sheet, tax-related or otherwise) of the Reorganized Debtors, nor was Moelis furnished with any such evaluation or appraisal. Moelis also assumed, with the Debtors’ consent, that the final form of the Plan does not differ in any respect material to its analysis from the draft of the Plan that Moelis reviewed.

The estimated Enterprise Value and Equity Value in this section do not constitute a recommendation to any Holder of a Claim or Interest as to how such Holder of a Claim or Interest should vote or otherwise act with respect to the Plan. Moelis has not been asked to and does not express any view as to what the trading value of the Reorganized Debtors’ securities would be when issued pursuant to the Plan or the prices at which they may trade in the future. The estimated Enterprise Value and Equity Value set forth herein do not constitute an opinion as to fairness from a financial point of view to any Holder of a Claim or Interest of the consideration to be received by such Holder of a Claim or Interest under the Plan, if any, or of the terms and provisions of the Plan.

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Valuation Methodologies

In preparing its valuation, Moelis performed a variety of financial analyses and considered a variety of factors. The following is a brief summary of the material financial analyses performed by Moelis, which consisted of: (a) a selected publicly traded companies analysis; (b) a selected transactions analysis; and (c) a discounted unlevered cash flow analysis. This summary does not purport to be a complete description of the analyses performed and factors considered by Moelis. The preparation of a valuation analysis is a complex analytical process involving various judgmental determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to particular facts and circumstances, and such analyses and judgments are not readily susceptible to summary description. As such, Moelis’ valuation analysis must be considered as a whole. Reliance on only one of the methodologies used, or portions of the analysis performed, could create a misleading or incomplete conclusion as to enterprise value.

Selected Publicly Traded Companies Analysis The selected publicly traded companies analysis is based on the enterprise values of selected publicly traded energy services companies that have operating and financial characteristics comparable in certain respects to the Reorganized Debtors. For example, such characteristics may include similar size and scale of operations, energy market sub-sector exposure, service line and product mix, operating margins, growth rates and geographical exposure. Under this methodology, certain financial multiples that measure financial performance and value are calculated for each selected company and then applied to certain financial metrics for the Reorganized Debtors to imply an enterprise value for the Reorganized Debtors. Moelis used, among other measures, enterprise value (defined as market value of equity, plus book value of debt and book value of preferred stock and minority interests if any, less cash, subject to adjustments for other items where appropriate) for each selected company as a multiple of such company’s publicly available consensus projected earnings before interest, taxes, depreciation, and amortization plus adjustments, as applicable (“Adjusted EBITDA”) for calendar year 2026 and 2027.

Although the selected companies were used for comparison purposes, no selected publicly traded company is either identical or directly comparable to the business of the Reorganized Debtors. Accordingly, Moelis’ comparison of selected publicly traded companies to the business of the Reorganized Debtors and analysis of the results of such comparisons was not purely mathematical, but instead involved considerations and judgments concerning differences in operating and financial characteristics and other factors that could affect the relative values of the selected publicly traded companies and the Reorganized Debtors. The selection of appropriate companies for this analysis is a matter of judgment and subject to limitations due to sample size and the public availability of meaningful market-based information.

Selected Transactions Analysis. The selected transactions analysis is based on the implied enterprise values of companies and assets involved in publicly disclosed merger and acquisition transactions for which the targets had operating and financial characteristics comparable in certain respects to the Reorganized Debtors. Under this methodology, a multiple is derived using the enterprise value of each such target, calculated as the consideration paid and the net debt assumed in the selected precedent transaction. The Enterprise Value is then compared to a financial metric, in this case Adjusted EBITDA. Such multiples were then applied to the Reorganized Debtors’ Adjusted EBITDA projected for calendar year 2026 to imply an enterprise value for the Reorganized Debtors. Moelis analyzed various merger and acquisition transactions that have occurred in the energy services sector since 2020.

Although the selected precedent transactions were used for comparison purposes, no company included in the selected precedent transaction analysis is either identical or directly comparable to the business of the Reorganized Debtors. Accordingly, Moelis’ comparison of selected precedent transactions to the business of the Reorganized Debtors and analysis of the results of such comparisons was not purely mathematical, but instead involved considerations and judgments concerning differences in operating and financial characteristics and other factors that could affect the relative values implied by the selected precedent transactions analysis and the Reorganized Debtors. The selection of appropriate transactions for this analysis is a matter of judgment and subject to limitations due to sample size and the public availability of meaningful market-based information. In addition, other factors not directly related to a company’s business operations can affect a valuation in a transaction, including, among others factors: (a) the market environment is not identical for transactions occurring at different periods of time; and (b) circumstances pertaining to the financial position of the company may have an impact on the resulting purchase price.

Discounted Unlevered Cash Flow Analysis. The discounted cash flow (“DCF”) analysis is a valuation methodology that estimates the value of a business or asset by calculating the present value of expected future cash flows to be generated by that business or asset. Moelis’ DCF analysis used the Financial Projections’ estimated debt-free, after-tax cash flows through December 31, 2028. These cash flows were then discounted at a range of estimated weighted average costs of capital (“Discount Rate”) for the Reorganized Debtors. For the period after the Projection Period, Moelis determined an estimated terminal value of the Reorganized Debtors which was then discounted at the Discount Rate. Moelis utilized the multiples method which estimates a range of values for the Reorganized Debtors at the end of the Projection Period based on applying a range of terminal multiples to final year Adjusted EBITDA. In estimating a range of terminal multiples for its DCF analysis, Moelis took into account the trading multiples of selected publicly traded companies.

To determine the Discount Rate, Moelis used the estimated cost of equity and the estimated after-tax cost of debt for the Reorganized Debtors, assuming a targeted, long-term, debt-to-total capitalization ratio (based on debt-to-capitalization ratios of the selected publicly traded companies and the proposed capital structure contemplated by the Plan). Moelis calculated the cost of equity based on (a) the capital asset pricing model, which assumes that the expected equity return is a function of the risk-free rate, equity risk premium, and the correlation of the stock performance of the selected publicly traded companies to the return on the broader market, and (b) an adjustment related to the estimated equity market capitalization of the Reorganized Debtors, which reflects the historical equity risk premium of small, medium, and large equity market capitalization companies. Moelis utilized the U.S. statutory tax rate when calculating the Discount Rate. Moelis calculated the cost of debt utilizing its judgment and based on the size, industry, and end-uses for the Reorganized Debtors and on corporate credit spreads in the market environment as of the date of its analysis.

Reorganized Debtors - Valuation Considerations

The estimated Enterprise Value and Equity Value in this section is not necessarily indicative of actual value, which may be significantly higher or lower than the ranges set forth herein. Accordingly, none of the Debtors, Moelis or any other person assumes responsibility for the accuracy of such estimated Enterprise Value. Depending on the actual financial results of the Debtors or changes in the economy and the financial markets, the equity value of the Reorganized Debtors as of the Assumed Effective Date may differ from the estimated Equity Value set forth herein. In addition, the market prices, to the extent there is a market, of Reorganized Debtors’ securities will depend upon, among other things, prevailing interest rates, conditions in the economy and the financial markets, the investment decisions of prepetition creditors receiving such securities under the Plan (some of whom may prefer to liquidate their investment rather than hold it on a long-term basis), changes in federal and state regulations, and other factors that generally influence the prices of securities.

Exhibit F

Organizational Chart

Exhibit 99.2

Nine Energy Service Takes Action to StrengthenCapital Structure and Position Company for Future Growth

Seeks approval of voluntary prepackaged restructuringplan with strong support from lenders, expects to emerge from process within 45 days

Receives commitment for $125 million in newfinancing to support ongoing operations throughout process

Continues to operate as usual and provide best-in-classsolutions to customers

All vendors to be unimpaired and paid in full

Houston, Texas, February 1, 2026 – Nine Energy Service, Inc. (“Nine”), a leading onshore completion solutions provider, announced today that it has reached an agreement with its debtholders on a comprehensive recapitalization transaction designed to strengthen its capital structure and support the Company’s long-term financial health. To implement the transaction, Nine Energy Service, Inc. and certain of its U.S. and Canadian subsidiaries (the “Company”) have filed a voluntary, prepackaged chapter 11 case (the “Chapter 11 Cases”) in the U.S. Bankruptcy Court for the Southern District of Texas (the “Court”). The Company’s operations outside the U.S. and Canada are not included in the filing.

Through the restructuring transactions, Nine will eliminate approximately $320 million of senior secured notes, reducing its annual interest expense by roughly $40 million. The Company will continue operating as usual throughout the court-supervised process, delivering its full suite of innovative well solutions to customers without interruption.

“Since our founding, we have consistently risen to meet the challenges of an ever-changing industry and support our oil and gas partners in North America and abroad. Today, we are taking an important strategic step to position the business for long-term success and ensure we have the appropriate capital structure to support us going forward,” said Ann Fox, President and Chief Executive Officer, Nine Energy Service. “We are confident that entering into this agreement will enable us to stay focused on what matters most – supplying the teams, the tools and the technology to ensure success for our customers, safely and efficiently. I would like to thank our Nine team for their resilience, tenacity and commitment and our customers and vendors for their ongoing partnership and support. We look forward to emerging from this process with a healthier financial foundation, well-positioned to offer comprehensive well solutions for many years to come.”

The Company began to solicit votes on its restructuring plan in advance of filing the chapter 11 petitions and expects to complete the process and emerge from chapter 11 within 45 days. Nine has received a commitment for $125 million in debtor-in-possession financing (the “DIP ABL Facility”) from its existing ABL lender to support the business throughout the chapter 11 process. The existing ABL lender also committed to providing an exit ABL facility (the “Exit ABL Facility”) of $135 million upon emergence from chapter 11.

The Company has filed a number of customary motions with the Court to support ordinary course operations, enabling the Company to pay employees as usual and continue benefits without disruption. The Company has also filed an “all-trade” motion with the Court that will allow it to pay vendors for all goods and services that were provided in ordinary course of business before and after the chapter 11 filing. Nine expects to receive approval for these requests.

For additional information regarding the process, please visit Nine’s dedicated microsite at https://NineEnergyFuture.com. Additional information on the Company’s Chapter 11 Cases can be found at https://dm.epiq11.com/NineEnergy or by contacting Epiq, the Company’s noticing and claims agent, at (877) 269-3874 (USA or Canada) (Toll Free), or +1 (971) 257-1895 (International).

Advisors

Nine is advised in this matter by Kirkland & Ellis LLP and Kane Russell Coleman Logan PC as legal counsel, Moelis & Company as investment banker and FTI Consulting as financial and communications advisors. Certain noteholders under the Company’s senior secured notes indenture are advised by Milbank LLP as legal counsel and Houlihan Lokey as investment banker. The ABL lender is advised by Paul Hastings LLP as legal counsel.

About Nine Energy Service

Nine is a leading oilfield services business that supplies cutting edge solutions for unconventional oil and gas resource extraction and development across North America and abroad. Nine’s culture is driven by an intense focus on performance and wellsite execution as well as a commitment to forward-leaning technologies that aid the development of smarter, customized applications that drive efficiencies and reduced emissions for customers. Nine is headquartered in Houston, Texas with operational reach that extends across all major onshore basins in the United States and Canada.

For more information on the Company, please visit Nine’s website at nineenergyservice.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on projections, uncertain events or assumptions. The forward-looking statements included herein, which include statements regarding the Company’s ability to continue operating its business and implement the restructuring transactions pursuant to the Chapter 11 Cases and the restructuring plan, including the timetable of completing such transactions, if at all, and statements regarding the DIP ABL Facility and the Exit ABL Facility, are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Court with respect to motions or other requests made to the Court throughout the course of the Chapter 11 Cases, including with respect to the DIP ABL Facility; the ability of the Company to consummate a plan of reorganization; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s reorganization, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents; the length of time that the Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; conditions to which the DIP ABL Facility and the Exit ABL Facility are subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside the Company’s control; capital spending and well completions by the onshore oil and natural gas industry; the level of capital spending and well completions by the onshore oil and natural gas industry, which may be affected by geopolitical and economic developments in the U.S. and globally, including conflicts, instability, acts of war or terrorism in oil producing countries or regions, particularly Russia, the Middle East, Venezuela and other countries in South America and Africa, as well as actions by members of the Organization of the Petroleum Exporting Countries and other oil exporting nations; general economic conditions and inflation, particularly, cost inflation with labor or materials; the effects of tariffs and other trade measures on the Company’s business and on the onshore oil and natural gas industry generally; equipment and supply chain constraints; the Company’s ability to attract and retain key employees, technical personnel and other skilled and qualified workers; the Company’s ability to maintain existing prices or implement price increases on our products and services; pricing pressures, reduced sales, or reduced market share as a result of intense competition in the markets for the Company’s dissolvable plug products; conditions inherent in the oilfield services industry, such as equipment defects, liabilities arising from accidents or damage involving our fleet of trucks or other equipment, explosions and uncontrollable flows of gas or well fluids, and loss of well control; the Company’s ability to implement and commercialize new technologies, services and tools; the Company’s ability to grow its completion tool business domestically and internationally; the adequacy of the Company’s capital resources and liquidity; the Company’s ability to manage capital expenditures; the Company’s ability to accurately predict customer demand, including that of its international customers; the loss of, or interruption or delay in operations by, one or more significant customers, including certain of the Company’s customers outside of the United States; the loss of or interruption in operations of one or more key suppliers; the incurrence of significant costs and liabilities resulting from litigation; cybersecurity risks; changes in laws or regulations regarding issues of health, safety and protection of the environment; and other factors described in the “Risk Factors” and “Business” sections of the Company’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

Media Contacts

Rachel Chesley / Rose Temple

NineEnergyServiceComms@fticonsulting.com

Exhibit 99.3

KEY ASSUMPTIONS 1 • Forecast utilizes a bottoms - up approach building to segment level revenue based on jobs (Cementing/Wireline), utilization (Coil Tubing) and volume (Tools), unit pricing and gross margin Forecast Drivers • Cementing revenue is based on ~4,300 and ~4,400 jobs in 2026 and 2027 with ~$48k/job • Wireline revenue is based on ~32k jobs in 2026 and ~34k jobs in 2027 with ~$2.7k/job • Coil Tubing revenue is based on average annual utilization of ~67% and ~$33k day rates 1 • Tools revenue is based on ~91,000 stages completed in 2026 and ~93,400 stages completed in 2027 Revenue • Base model assumes flat COGS as a % of Revenue & Gross Margin % compared to historical performance COGS Expenses • Base model assumes flat OpEx as a % of Revenue compared to historical performance OpEx • Forecasted capex, inclusive of buildout of completion tools test facility, largely in line with historical spend Capex • DSO / DIO / DPO flat relative to historical performance • A/R and Inventory advance rates flat relative to historical performance Working Capital • PP&E as a % of Revenue declines across the forecast period driven by rising revenue and flat capex & depreciation PP&E 1 Reflects 2.375” and 2.625” coil tubing units

FINANCIAL SUMMARY 2 $84 $66 $63 $67 $70 $35 $31 $28 $26 $26 $119 $97 $92 $94 $97 2023A 2024A 2025E 2026E 2027E $465 $421 $430 $429 $433 $145 $132 $129 $120 $121 $610 $554 $559 $549 $554 2023A 2024A 2025E 2026E 2027E 18% 16% 15% 16% 16% 24% 24% 22% 22% 22% 2023A 2024A 2025E 2026E 2027E Revenue by Business ($mm) Adj. Gross Profit by Business ($mm) Adj. GP Margin by Business Products Services

STATUS QUO CASH FLOW BUILD 3 Quarterly Q4'27E Q3'27E Q2'27E Q1'27E Q4'26E Q3'26E Q2'26E Q1'26E Q4'25E Q3'25E ($ in millions) $139 $142 $140 $133 $133 $139 $141 $136 $129 $132 Revenue $11 $14 $13 $11 $11 $13 $13 $11 $7 $10 Adj. EBITDA 8% 10% 10% 8% 8% 9% 9% 8% 6% 7% Margin (%) (0) (0) (0) (0) (0) (0) (0) (1) (1) (0) ( - ) Cash taxes 3 3 3 2 2 2 2 1 4 4 (+/ - ) Other adjustments (7) (2) (3) (2) (6) 0 (3) (4) (3) (3) (+/ - ) Change in NWC (4) (4) (4) (4) (3) (6) (3) (2) (1) (3) (+/ - ) Capex (net of asset sale proceeds) – – – – – – – (6) (8) – ( - ) Other $2 $11 $8 $7 $4 $10 $9 $0 ($1) $7 Unlevered Free Cash Flow (2) (21) (2) (21) (1) (21) (1) (21) (1) (20) ( - ) Cash interest, net $1 ($10) $7 ($14) $3 ($11) $8 ($21) ($3) ($13) Levered Free Cash Flow