• Company will not be public unless the Jackson Crossover Ad Hoc Group consents. • Board selected by Jackson Crossover Ad Hoc Group steering committee – process TBD. • Assumes no further value provided by Jackson to any HoldCo or any HoldCo creditor, other than the value to be received by HoldCos as set forth in this term sheet (the “HoldCo Consideration”). • Assumes (a) court approval of 9019 agreement among HoldCos at or prior to confirmation; (b) maintenance of tax unity; and (c) confirmed plan / 9019 settlement shall provide for: (i) broad plan / settlement injunction preventing interference with restructuring transactions (including in Luxembourg) and (ii) full mutual releases/injunction/no further litigation, which plan, for the avoidance of doubt, shall be in form and substance satisfactory to the Jackson Crossover Ad Hoc Group. • If court does not confirm plan embodying above conditions, then (a) no HoldCo Consideration shall be distributed and (b) the Jackson plan shall automatically toggle to a Jackson only plan, and Debtors shall exert their best efforts to obtain confirmation and consummation of such plan for Jackson and its subsidiaries, and which plan shall be in form and substance satisfactory to the Jackson Crossover Ad Hoc Group. • If there is no settlement with a creditor constituency, then the Jackson Crossover Ad Hoc Group may continue to prosecute the guarantee litigation (including both the motions for summary judgment and objections) against the applicable non-settling creditor constituency and such creditor constituency’s respective debtor(s), and the debtors shall not participate in that litigation. If there is a settlement approved by the Jackson Crossover Group with all creditor constituencies and all HoldCos, then the guarantee litigation shall be put on hold, subject to confirmation of a plan supported by the Jackson Crossover Ad Hoc Group. If such plan is not confirmed, the Jackson Crossover Ad Hoc Group may continue to prosecute the guarantee litigation and the debtors shall not participate in such litigation. • HoldCos to pay (a) 100% of HoldCo advisor professional fees and expenses and (b) 23% of fees and expenses of professionals retained to represent all Debtors. |