HTML Document View

Full title: Proposed Order RE: (Filed By Castex Energy 2005 Holdco, LLC ).(Related document(s):206 Amended Disclosure Statement, 307 Amended Chapter 11 Plan) (Curry, David) (Entered: 06/03/2021)

Document posted on Jun 2, 2021 in the bankruptcy, 45 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Under section 1129(a)(9)(C) of the Bankruptcy Code, holders of claims under section 507(a)(8) or secured tax claims must receive regular installment payments in cash, (a) of a total value, as of the effective date of the plan, equal to the allowed amount of such claim; (b) over a period ending not later than five (5) years after the date of the order for relief under Bankruptcy Code sections 301, 302 or 303; and (iii) in a manner not less favorable than the most favored nonpriority unsecured claim provided for by the plan.The provisions of the Plan, Plan Documents, Liquidating Trust Agreement, and this Confirmation Order are binding on the Debtors, Post-Effective Date Debtors, Liquidating Trustee, Lender NewCo, each Holder of a Claim or Interest, each non-Debtor counterparty to an Executory Contract or Unexpired Lease with any Debtor, any other interested party in the Chapter 11 Cases, and each of the foregoing’s respective agents, heirs, successors, and assigns, regardless of whether such Entity filed a Proof of Claim or voted to accept the Plan.To the extent any of the foregoing actions, whether arising prior to the Effective Date or thereafter, require action to be taken by the Holders or applicable agents for such Holders of Secured Claims, the Debtors or Post-Effective Date Debtors, as applicable, shall pay the reasonable and documented fees and expenses of the Holders or applicable agents for such Holder or such Secured Claims, without the need for any further application or notice to or action, order, or approval of the Court.Except as otherwise expressly provided in the Plan or this Confirmation Order, or for obligations issued or required to be paid pursuant to the Plan or this Confirmation Order, all Entities who have held, hold, or may hold Claims or Interests that have been satisfied, released, discharged, or are subject to exculpation are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Post-Effective Date Debtors, the Exculpated Parties, or the Released Parties: (i) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims or Interests; (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims or Interests; (iii) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such Claims or Interests; (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims or Interests unless such Holder has

List of Tables

Document Contents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § § Case No. 21-30710 CASTEX ENERGY 2005 HOLDCO, § LLC, et al., § Chapter 11 § Debtors.1 § (Jointly Administered) ORDER CONFIRMING FOURTH AMENDED JOINT CHAPTER 11 PLAN On June 7, 2021, the Court conducted a hearing (the “Confirmation Hearing”) to consider approval of the Second Amended Disclosure Statement in Support of Joint Chapter 11 Plan [ECF # 206] (the “Disclosure Statement”), dated April 22, 2021, and Confirmation of the Fourth Amended Joint Chapter 11 Plan [ECF # ●], dated June 3, 2021, filed by Castex Energy 2005 Holdco, LLC, et al., as debtors and debtors in possession (collectively, the “Debtors”) in the above-captioned jointly administered Chapter 11 Cases. As referred to herein, the “Plan” shall be the Plan attached to this Confirmation Order as Exhibit 1, along with all modifications referred to herein.2 Having considered the Plan, and based on the evidence presented at the Confirmation Hearing, including the Declaration of Douglas J. Brickley in Support of Confirmation [ECF # 297] (the “Brickley Declaration”), the Debtors’ Ballot Summary [ECF # 282-1] (the “Ballot Summary”), the arguments and representations of counsel, and the entire record in the Chapter 11 Cases, the Court makes the following findings of fact and conclusions of law (the “Findings of Fact and Conclusions of Law”) in support of approval of the Disclosure 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Castex Energy 2005 Holdco, LLC (6832); Castex Energy 2005, LLC (6832); Castex Energy Partners, LLC (6832); and Castex Offshore, Inc. (8432). The Debtors’ mailing address is One Memorial City Plaza, 800 Gessner Rd., Suite 925, Houston, Texas 77024. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan attached hereto as Exhibit 1, the Liquidating Trust Agreement attached to the Plan, or the Debtors’ Disclosure Statement [ECF # 206], as applicable.

1

Statement and Confirmation of the Plan pursuant to Bankruptcy Rule 7052, as made applicable to this proceeding pursuant to Bankruptcy Rule 9014. All Findings of Fact and Conclusions of Law announced by the Court at the Confirmation Hearing are incorporated herein by reference for all purposes to the extent not inconsistent herewith. To the extent that any of the following Findings of Fact constitute Conclusions of Law, they are adopted as such. To the extent any of the following Conclusions of Law constitute Findings of Fact, they are adopted as such. I. FINDINGS OF FACT AND CONCLUSIONS OF LAW A. Introduction 1. On February 26, 2021 (the “Petition Date”), the Debtors filed voluntary petitions for relief under Chapter 11, title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”). The Chapter 11 Cases have been consolidated for procedural purposes only and are jointly administered under Case No. 21-30710. Since the Petition Date, the Debtors have operated their businesses and managed their property as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in the Chapter 11 Cases. The United States Trustee for the Southern District of Texas appointed an Official Committee of Unsecured Creditors (the “Committee”) on March 10, 2021 [ECF # 75]. 2. On March 8, 2021, the Debtors filed their Joint Chapter 11 Plan [ECF # 65] and their Disclosure Statement in Support of Joint Chapter 11 Plan [ECF # 66]. First amended versions of the Plan [ECF # 186] and Disclosure Statement [ECF # 187] were filed on April 15, 2021. On April 22, 2021, the Debtors filed their second amended versions of the Plan [ECF #

2

205] and Disclosure Statement [ECF # 206]. The Court entered an Order [ECF # 214] conditionally approving this version of the Disclosure Statement and authorized the Debtors to solicit the Plan. A third amended Plan was filed on May 26, 2021, and a fourth amended Plan was filed on June 3, 2021, as ordered by the Court at the initial Confirmation Hearing held on May 27, 2021. 3. The Court makes these Findings of Fact and Conclusions of Law with respect to approval of the Debtors’ Second Amended Disclosure Statement in Support of Joint Chapter 11 Plan, dated April 22, 2021, and Confirmation of the Debtors’ Fourth Amended Joint Chapter 11 Plan, dated June 3, 2021, which is attached hereto as Exhibit 1 and incorporated herein by reference. B. Jurisdiction and Venue 4. The Court has jurisdiction over this matter under 28 U.S.C. § 1334. Confirmation of this Plan is a core matter under 28 U.S.C. § 157(b), including those proceedings set forth in subsections (b)(2)(A), (B), (G), (I), (K), (L), (M), and (O), and the Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. Venue is proper in this Court under 28 U.S.C. §§ 1408 and 1409. C. Eligibility for Relief 5. The Debtors were and continue to be eligible for relief under section 109 of the Bankruptcy Code. D. Solicitation Materials and Related Matters 6. On March 26, 2021, the Debtors filed their Emergency Motion for Entry of an Order Approving (I) Adequacy of the Disclosure Statement; (II) Form of Solicitation Materials;

3

and (III) Procedures for Soliciting and Voting on the Joint Chapter 11 Plan [ECF # 121]. 7. On April 26, 2021, the Court entered its Order Conditionally Approving (I) Adequacy of the Disclosure Statement; (II) Form of Solicitation Materials; and (III) Procedures for Soliciting and Voting on the Joint Chapter 11 Plan [ECF # 214] (the “Disclosure Statement Approval Order”). 8. Pursuant to the Disclosure Statement Approval Order, on April 28, 2021, the Debtors filed a Notice of Filing Approved Solicitation Materials [ECF # 218] and caused the Solicitation Materials (as defined in the Disclosure Statement Approval Order) to be served upon Holders of Claims and Interests in the Voting Classes [ECF # 223]. 9. On May 13, 2021, the Debtors Filed a Notice of Filing Plan Supplement [ECF # 237]. The materials contained in the Plan Supplement comply with the terms of the Plan and the Disclosure Statement Approval Order, and the filing and notice of such documents was good and proper. 10. On May 25, 2021, the Debtors filed their Ballot Summary. The procedures by which Ballots were received and tabulated in the Ballot Summary was fair and properly conducted in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure Statement Approval Order. E. Disclosure Statement 11. The Disclosure Statement contains (i) sufficient information of a kind necessary to satisfy the disclosure requirements of all applicable non-bankruptcy laws, rules and regulations, including the Securities Act, and (ii) “adequate information” (as such term is defined in section 1125(a) of the Bankruptcy Code and used in section 1126(b)(2) of the Bankruptcy

4

Code) with respect to the Debtors, the Plan, and the transactions contemplated therein. The filing of the Disclosure Statement with the clerk of the Court satisfied Bankruptcy Rule 3016(b). F. Objections to Confirmation of the Plan and Disposition Thereof 12. Pursuant to Disclosure Statement Approval Order, the Court established May 20, 2021 as the deadline to object to the Confirmation of the Plan (the “First Confirmation Objection Deadline”). At the initial Confirmation Hearing held on May 27, 2021, the Court established June 4, 2021 at 5:00 p.m. (prevailing Central Time) as the deadline to object to Confirmation of the Debtors’ amended and modified Plan (the “Second Confirmation Objection Deadline,” and collectively with the First Confirmation Objection Deadline, the “Confirmation Objection Deadlines”). The Debtors received certain objections to the Plan [ECF #s 249, 254, 256, 257, 258, 265, and 273] (collectively, the “Confirmation Objections”) prior to the Confirmation Objection Deadlines. As stated on the record at the Confirmation Hearing, all of these Confirmation Objections were resolved as set forth in this Confirmation Order. To the extent such Confirmation Objections were not withdrawn or otherwise resolved, the record demonstrates by a clear preponderance of the evidence that the Plan should be confirmed, and the Confirmation Objections should be, and hereby are, overruled. G. Confirmation Hearing 13. On June 7, 2021 at 10:00 a.m. (prevailing Central Time), the Court held the Confirmation Hearing. At the Confirmation Hearing, the Debtors established the following record in support of Confirmation of the Plan: (a) all documents identified on the Debtors’ Witness and Exhibit List filed in the Chapter 11 Cases in support of Confirmation; (b) the Brickley Declaration; (c) the testimony at the Confirmation Hearing; (d) the evidence in respect of transmittal and service of the Solicitation Materials; (e) the Ballot Summary; (f) the entire

5

record of the Chapter 11 Cases and the docket maintained by the clerk of the Court and/or its duly appointed agent, including, without limitation, all pleadings and other documents filed, all orders entered by the Court, and evidence and argument made, proffered, or adduced at the hearings held before the Court during the pendency of the Chapter 11 Cases, as to all of which the Court takes judicial notice; (f) the statements and argument of counsel on the record at the Confirmation Hearing; and (g) all papers and pleadings filed with the Court in support of, in opposition to, or otherwise in connection with Confirmation of the Plan. H. Applicable Confirmation Requirements 14. To confirm the Plan, the Debtors are required to demonstrate that the Plan satisfies the provisions of Bankruptcy Code section 1129 by a preponderance of the evidence. See Heartland Fed. Sav. & Loan Assoc. v. Briscoe Enters., Ltd. II (In re Briscoe Enters., Ltd. II), 994 F.2d 1160, 1163-65 (5th Cir. 1993), cert. denied, 510 U.S. 992 (1993) (recognizing that “preponderance of the evidence is the debtor’s appropriate standard of proof both under § 1129(a) and in a cram down”). Here, the Debtors have satisfied their burden of proof with respect to Confirmation of the Plan. i. 11 U.S.C. § 1129(a)(1) and (a)(2): Compliance with Title 11 15. The classification and treatment of Claims and Interests are described in Articles II and III of the Plan, and the Plan implementation procedures are described in Article IV of the Plan. The classification of Claims and Interests described in the Plan satisfies the standards of section 1122 of the Bankruptcy Code, and the Plan complies with the applicable provisions of section 1123 of the Bankruptcy Code. The requirements of section 1129(a)(1) of the Bankruptcy Code are therefore satisfied. The Debtors have complied with the terms of the Disclosure Statement Approval Order, and the applicable provisions of the Bankruptcy Code, Bankruptcy

6

Rules, Bankruptcy Local Rules for the Southern District of Texas, and the Procedures for Complex Chapter 11 Cases in the Southern District of Texas. As a result, the requirements of section 1129(a)(2) of the Bankruptcy Code are satisfied. ii. 11 U.S.C. § 1129(a)(3): Plan Proposed in Good Faith 16. The Debtors have proposed the Plan with the legitimate and honest purpose of restructuring their financial affairs and making distributions to Holders of Claims and Interests. The Plan has not been proposed by any means forbidden by law. The Plan fairly achieves a result consistent with the objectives and purposes of the Bankruptcy Code. The Plan is the result of good faith, arm’s-length negotiations among the Debtors, Holders of Claims and Interests, and other parties in interest. Accordingly, the Plan has been proposed in good faith and not by any means forbidden by law as required by section 1129(a)(3) of the Bankruptcy Code. iii. 11 U.S.C. § 1129(a)(4): Disclosure and Approval of Payments 17. Any payment made, or to be made, by the Debtors for services or for costs and expenses during or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, has been approved by, or is subject to the approval of the Court as reasonable, as required by section 1129(a)(4) of the Bankruptcy Code. iv. 11 U.S.C. § 1129(a)(5): Disclosure of Management and Payments to Insiders 18. As required by section 1129(a)(5) of the Bankruptcy Code, the Debtors have disclosed the identities of the individuals proposed to serve as the directors and officers of Post-Effective Date Debtors. Further, the Debtors have adequately disclosed the identities of the current directors and officers who are Insiders of the Debtors. v. 11 U.S.C. § 1129(a)(6): Regulatory Rate Approval 19. The Plan does not provide for a “rate change” as contemplated by section

7

1129(a)(6) of the Bankruptcy Code, and therefore, section 1129(a)(6) does not apply to the Plan. vi. 11 U.S.C. § 1129(a)(7): Best Interest of Creditors Test 20. The Debtors prepared a Liquidation Analysis with respect to a hypothetical liquidation of the Debtors’ assets under chapter 7 of the Bankruptcy Code. The Court accepts the results of the Liquidation Analysis. Based on the Liquidation Analysis, with respect to each Impaired Class of Claims or Interests, (a) each Holder of a Claim or Interest of such Class has either accepted the Plan, or (b) will receive or retain under the Plan on account of such Claim or Interest, property of a value, as of the Effective Date, that is not less than the amount that the Holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code. The requirements of section 1129(a)(7) of the Bankruptcy Code are therefore satisfied. vii. 11 U.S.C. § 1129(a)(8): Acceptance of Plan by All Classes 21. Section 1129(a)(8) of the Bankruptcy Code requires that, with respect to each Class of Claims or Interests, such Class has either accepted the Plan or is not Impaired under the Plan. As demonstrated in the Ballot Summary, all Classes of Claims and Interests who were entitled to vote on the Plan either voted to accept the Plan or are deemed to have accepted the Plan, and therefore, the requirements of section 1129(a)(8) are satisfied. 22. Alternatively, to the extent the requirements of section 1129(a)(8) of the Bankruptcy Code have not been satisfied, the Plan meets the “cramdown” requirements of section 1129(b) of the Bankruptcy Code. Specifically, the Plan is fair and equitable to the extent that the Holder of any Claim or Interest that is junior to the Claims of such Class will not receive or retain any property under the Plan on account of such junior Claim or Interest. Further, the Plan does not unfairly discriminate with respect to any Class of Claims or Interests because no Class is afforded treatment which is disproportionate to the treatment afforded other Classes of

8

equal rank. Accordingly, and notwithstanding the non-acceptance by Impaired Classes of Claims described in the Ballot Summary, the Debtors’ Plan meets the requirements to effect a “cramdown” consistent with the provisions of section 1129 of the Bankruptcy code. viii. 11 U.S.C. § 1129(a)(9): Payment of Priority Claims 23. Section 1129(a)(9) of the Bankruptcy Code provides for the treatment of Claims entitled to priority under sections 507(a)(1)-(8) of the Bankruptcy Code. Under section 1129(a)(9)(A) of the Bankruptcy Code, Holders of section 507(a)(2) and (a)(3) Claims must receive Cash equal to the Allowed amount of such Claim. Section 1129(a)(9)(B) provides that, except to the extent the Holder of a Claim has otherwise agreed to a different treatment, Holders of section 507(a)(1) and (a)(4)-(a)(7) Claims must receive deferred Cash payments of a value equal to the Allowed amount of such Claims if the Class has accepted the Plan or, if not, Cash equal to the Allowed amount of such Claim. The Plan satisfies these requirements, and, therefore, complies with sections 1129(a)(9)(A) and (B) of the Bankruptcy Code. 24. Under section 1129(a)(9)(C) of the Bankruptcy Code, holders of claims under section 507(a)(8) or secured tax claims must receive regular installment payments in cash, (a) of a total value, as of the effective date of the plan, equal to the allowed amount of such claim; (b) over a period ending not later than five (5) years after the date of the order for relief under Bankruptcy Code sections 301, 302 or 303; and (iii) in a manner not less favorable than the most favored nonpriority unsecured claim provided for by the plan. The Debtors’ Plan satisfies such requirements and therefore complies with section 1129(a)(9)(C) of the Bankruptcy Code. ix. 11 U.S.C. § 1129(a)(10): At Least One Impaired Class Has Accepted the Plan 25. Section 1129(a)(10) of the Bankruptcy Code provides that if one or more classes of claims is impaired under the plan, at least one class must have accepted the plan, without

9

including any votes of insiders. Here, without including acceptance of the Plan by any Insider, Class 3 has voted unanimously to accept the Plan. The Plan therefore satisfies the requirements of section 1129(a)(10) of the Bankruptcy Code. x. 11 U.S.C. § 1129(a)(11): Feasibility 26. At the Confirmation Hearing, the Debtors offered certain Exhibits, including the Brickley Declaration, in order to demonstrate the feasibility of the Plan. Based on the testimony and the supporting documentary evidence presented, the Court finds that the Plan adequately implements the restructuring of the Debtors’ financial obligations. The testimony adduced at the Confirmation Hearing and the testimony set forth in the Brickley Declaration is credible, and the Debtors can be expected to achieve operational results sufficient to satisfy the obligations required under the Plan. Further, Confirmation of the Plan is not likely to be followed by a chapter 7 liquidation or further need for financial restructuring by the Debtors. Accordingly, the Plan is feasible and complies with section 1129(a)(11) of the Bankruptcy Code. xi. 11 U.S.C. § 1129(a)(12): Payment of Fees 27. The Plan provides that, until the Chapter 11 Cases are closed, all Statutory Fees incurred under 28 U.S.C. § 1930(a)(6) will be paid by the Liquidating Trustee. Thus, the Plan complies with section 1129(a)(13) of the Bankruptcy Code. xii. 11 U.S.C. § 1129(a)(13): Retiree Benefits 28. The Debtors do not maintain a retirement plan as defined by section 1114 of the Bankruptcy Code, and therefore the Plan does not require the payment of retiree benefits. xiii. 11 U.S.C. § 1129(a)(14): Domestic Support Obligations 29. The Debtors are not required to pay a domestic support obligations, either under a judicial or administrative order or by statute, and therefore section 1129(a)(14) of the Bankruptcy

10

Code is inapplicable. xiv. 11 U.S.C. § 1129(a)(15): Objection to Plan Confirmation by a Holder of an Unsecured Claim 30. The Debtors are not individuals, and therefore section 1129(a)(15) of the Bankruptcy Code is inapplicable. xv. 11 U.S.C. § 1129(a)(16): Restrictions on Transfers of Property by Nonprofit Entities 31. The Debtors are a moneyed, commercial corporation and limited liability companies, respectively, and therefore section 1129(a)(16) of the Bankruptcy Code is inapplicable. xvi. 11 U.S.C. § 1129(b) 32. Under section 1129(b) of the Bankruptcy Code, the court “shall confirm the plan … if the plan does not discriminate unfairly, and it is fair and equitable, with respect to each class of claims or interest is impaired under, and has not accepted, the plan.” See 11 U.S.C. § 1129(b). For purposes of section 1129(b), the Plan is fair and equitable to the extent that the Holder of any Claim or Interest that is junior to the Claims of such Class will not receive or retain any property under the Plan on account of such junior Claim or Interest. The Court finds that the Plan does not discriminate unfairly, is fair and equitable, and otherwise satisfied the elements of 1129(b) of the Bankruptcy Code. xvii. 11 U.S.C. § 1129(d) 33. The primary purpose of the Plan is not avoidance of taxes or avoidance of the requirements of Section 5 of the Securities Act. As a result, the Plan complies with section 1129(d) of the Bankruptcy Code.

11

I. Conclusion 34. The Debtors have demonstrated that the Plan provisions comply with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules, including sections 1122, 1123, and 1129 of the Bankruptcy Code, and are reasonable and appropriate. II. ORDER Based on the Findings of Fact and Conclusions of Law, the Court has determined that the Disclosure Statement and Plan satisfy the applicable provisions of the Bankruptcy Code and should therefore be approved on a final basis and confirmed. It is therefore hereby ORDERED that: 35. The foregoing Findings of Fact and the Conclusions of Law constitute findings of fact and conclusions of law in accordance with Bankruptcy Rule 7052, made applicable to these proceedings by Bankruptcy Rule 9014. All additional findings of fact and conclusions of law announced by the Court at the Confirmation Hearing in relation to approval of the Disclosure Statement and Confirmation of the Plan, including the Court’s rulings with respect to Confirmation, are hereby incorporated into this Confirmation Order. All Findings of Fact or Conclusions of Law constitute rulings of the Court and are part of this Confirmation Order and adopted as such. A. Disclosure Statement 36. The Disclosure Statement is APPROVED in all respects. B. Confirmation of the Plan and Approval of Plan Documents 37. The Plan is CONFIRMED in its entirety under section 1129 of the Bankruptcy Code, and all of the terms and conditions contained in the Plan are APPROVED. The Debtors, the Post-Effective Date Debtors, and the Liquidating Trustee, as applicable, are authorized to

12

implement the Plan in accordance with the terms and provisions of the Plan, Liquidating Trust Agreement, and this Confirmation Order. The Debtors, upon written notice to and in consultation with the Liquidating Trustee, are authorized to modify the Plan through and including the Effective Date in accordance with Bankruptcy Code section 1127 without further order of the Court to the extent necessary to make any changes required or appropriate to implement, effectuate, and consummate the Plan, the terms of this Confirmation Order, the Liquidating Trust Agreement, and the transactions respectively contemplated under each of the foregoing. 38. The Plan Documents, as filed with the Court, are necessary and appropriate to effectuate the transactions contemplated under the Plan and are APPROVED and deemed part of the Plan as if fully set forth therein. The Debtors, upon written notice to and in consultation with the Liquidating Trustee, are authorized to modify the Plan Documents through and including the Effective Date, along with such other certificates, documents, and instruments that may be necessary or appropriate to effectuate the transactions contemplated under the Plan. All of the Plan Documents comply with the terms of the Plan, and the filing and notice of such Plan Documents was good and proper and in accordance with the Bankruptcy Code and Bankruptcy Rules, and no other or further notice is required. The Plan and Plan Documents have been negotiated in good faith at arm’s length and shall, on and after the Effective Date, constitute legal, valid, binding, and authorized obligations of the respective parties thereto and will be enforceable in accordance with their terms. The Plan, including all transactions contemplated by the Plan and Plan Documents, represents the exercise of the sound business judgment of the Debtors, and is in the best interests of the Debtors, Holders of Claims and Interests, and all parties in interest.

13

C. Resolution of Confirmation Objections 39. The Confirmation Objection(s) which were timely filed by the Confirmation Objection Deadlines are resolved as set forth herein. All timely filed Confirmation Objections, or any other untimely objections to Confirmation of the Plan, that were not withdrawn or otherwise resolved at or before the Confirmation Hearing are expressly overruled, except as set forth in this Confirmation Order. D. Establishment of the Liquidating Trust 40. The Plan provides for the creation of the Liquidating Trust. Confirmation of the Plan shall effect the formation of the Liquidating Trust and shall be governed by the Liquidating Trust Agreement. The form and content of the Liquidating Trust Agreement attached as an Exhibit to the Plan is approved and incorporated by reference herein; provided, however, that the Liquidating Trust Agreement will be amended, as necessary, to change the name of the Liquidating Trustee to Thomas Thompson. 41. Thomas Thompson shall serve as the Liquidating Trustee until death, resignation, discharge, or the appointment of a successor in accordance with the Liquidating Trust Agreement. In the exercise of his authority on behalf of the Liquidating Trust, the Liquidating Trustee will have certain responsibilities and powers, and shall administer the Liquidating Trust Assets for the benefit of the Liquidating Trust Beneficiaries pursuant to the terms and conditions of the Plan, Liquidating Trust Agreement, and this Confirmation Order. In addition to the rights and duties provided in the Plan, Liquidating Trust Agreement, and this Confirmation Order, the Liquidating Trustee shall be entitled to all rights, privileges, and immunities provided under applicable non-bankruptcy law, including, but not limited to, all rights, privileges, and immunities provided to a trustee under Texas law.

14

E. Implementation of the Plan 42. Pursuant to section 1123(a)(5)(D) of the Bankruptcy Code, on the Effective Date, or as soon thereafter as is reasonably practicable, the Debtors, Post-Effective Date Debtors, and Liquidating Trustee, as applicable, may take all actions as may be necessary or appropriate to affect any action described in, approved by, contemplated by, or necessary to effectuate the Plan and the Liquidating Trust. 43. All such actions taken or caused to be taken consistent with the terms of the Plan, Liquidating Trust Agreement, and Confirmation Order, including any such actions taken prior to the entry of the Confirmation Order, shall be deemed to have been authorized and approved by the Court without further order under any applicable laws or regulations. 44. On the Effective Date, except to the extent otherwise provided in the Plan or Plan Documents, all notes, instruments, certificates, and other documents evidencing Claims or Interests shall be cancelled and the obligations of the Debtors or Liquidating Trustee, if any, shall be deemed satisfied in full, cancelled, discharged, and of no force or effect. Holders of, or parties to, such cancelled instruments, securities, and other documentation will have no rights arising from or relating to such instruments, securities, and other documentation, or the cancellation thereof, except the rights provided pursuant to the Plan, Liquidating Trust Agreement, and this Confirmation Order. F. Settlement of Claims and Controversies 45. Pursuant to section 1123(b)(3)(A) of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the distributions and other benefits provided under the Plan, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and controversies relating to the rights that a Holder of a Claim or Interest may have with respect to

15

such Claim or Interest or any distribution on account thereof, including, for the avoidance of doubt, the compromises and settlements with Castex Energy, Inc., Talos, Texas Petroleum Investment Company (“TPIC”), and W&T Offshore, Inc.. The entry of this Confirmation Order shall constitute the Court’s approval, as of the Effective Date, of each of the compromises and settlements embodied in the Plan, including the treatment of Claims and Interests under the Plan, and the Court’s finding that all such compromises or settlements are: (i) in the best interest of the Debtors, their estates, the Post-Effective Date Debtors, and their respective creditors and stakeholders; (ii) fair, equitable and within the range of reasonableness; and (iii) satisfy the requirements of Bankruptcy Rule 9019 and Bankruptcy Code section 1123(b)(3)(A). The provisions of the Plan, including, without limitation, the Plan’s release, injunction, exculpation and compromise provisions, are mutually dependent. G. Effects of Confirmation of the Plan 46. The provisions of the Plan, Plan Documents, Liquidating Trust Agreement, and this Confirmation Order are binding on the Debtors, Post-Effective Date Debtors, Liquidating Trustee, Lender NewCo, each Holder of a Claim or Interest, each non-Debtor counterparty to an Executory Contract or Unexpired Lease with any Debtor, any other interested party in the Chapter 11 Cases, and each of the foregoing’s respective agents, heirs, successors, and assigns, regardless of whether such Entity filed a Proof of Claim or voted to accept the Plan. 47. Upon entry of this Confirmation Order, the Debtors, Post-Effective Date Debtors, Liquidating Trustee, Lender NewCo, and their respective directors and officers, agents, attorneys, and Professionals, as applicable, are authorized and directed to effect any and all actions contemplated or required by the Plan or Plan Documents, including, but not limited to, the Liquidating Trust Agreement. On and after the Effective Date, the Debtors, Post-Effective

16

Date Debtors, Liquidating Trustee, Lender NewCo, and their respective directors and officers, agents, attorneys, and Professionals are authorized and directed to take all necessary and appropriate steps and corporate action to implement the terms of the Plan, regardless of whether such actions are specifically referred to in the Plan or this Confirmation Order. 48. Except as otherwise provided by the Plan or this Confirmation Order, the rights afforded under the Plan and the treatment of Claims and Interests under the Plan are in exchange for and in complete satisfaction, discharge, and release of, all Claims against or Interests in the Debtors and their estates, and the Liquidating Trust. 49. Except as otherwise provided in the Plan, this Confirmation Order, or separate Final Order of the Court, all injunctions or automatic stays provided for in the Chapter 11 Cases under sections 105 and 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect through the Effective Date. 50. Except as otherwise provided in section 1141of the Bankruptcy Code, and subject to the occurrence of the Effective Date, on and after the entry of this Confirmation Order, the provisions of the Plan and Liquidating Trust Agreement shall bind every Holder of a Claim against or Interest in the Debtors and inure to the benefit of and be binding on such Holder’s respective successors and assigns, regardless of whether the Claim or Interest of such Holder is Impaired under the Plan and whether such Holder has voted to accept or reject the Plan. H. Vesting of Assets Free and Clear of Liens, Claims and Encumbrances 51. Except as otherwise provided in the Plan, Plan Documents, Liquidating Trust Agreement, or this Confirmation Order, all Estate Property of any Debtor, and any property acquired by a Debtor or Post-Effective Date Debtor under the Plan, will vest in the applicable Entity or Liquidating Trust, as applicable under the Plan, free and clear of all Claims, Liens,

17

Interests, charges, and other encumbrances. On and after the Effective Date and, in the case of a Secured Claim, upon satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date pursuant to the terms and conditions of the Plan, except as otherwise provided in the Plan or this Confirmation Order, each Post-Effective Date Debtor may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Retained Causes of Action without supervision or approval by the Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. Failure to include a Cause of Action on the Schedule of Retained Causes of Action shall not constitute a waiver or release of such Cause of Action. I. Abandonment of Certain Assets 52. The Abandoned Assets shall be deemed abandoned as of the Effective Date pursuant to section 554 of the Bankruptcy Code without further order of the Court. Entry of this Confirmation Order shall constitute: (i) approval, pursuant to Bankruptcy Code section 554, of the abandonment of the properties set forth in the Debtors’ Schedule of Abandoned Assets attached to the Plan and included in the Plan Supplement; and (ii) authorization to relinquish any interest the Debtors’ hold in the Abandoned Assets. Such abandonment and/or relinquishment does not alter the obligation of the Debtors or the Liquidating Trustee, as applicable, to comply with laws reasonably designed to protect the public health and safety from identifiable hazards, including, but not limited to, plugging and abandonment obligations (the “HSE Obligations”) or in any manner extinguish, modify, or otherwise limit: (a) the obligations of non-Debtor third parties for HSE Obligations, or (b) the rights of the United States to enforce such HSE Obligations.

18

J. Continued Corporate Existence 53. The Debtors shall continue to exist after the Effective Date as Post-Effective Date Debtors in accordance with the applicable laws of the respective jurisdictions in which they are formed or organized and pursuant to their respective bylaws (or other formation documents) in effect prior to the Petition Date, except to the extent such bylaws (or other formation documents) are amended or restated. 54. As of the Effective Date: (i) all current officers and directors of the Debtors are deemed to have resigned as officers and directors of the Debtors; (ii) the Liquidating Trustee shall be the sole remaining director of the Post-Effective Date Debtors; and (iii) all of the Debtors’ corporate organizational documents are deemed amended to allow for the Liquidating Trustee to be designated as the sole officer and director of the Post-Effective Date Debtors. K. Release of Liens 55. The Debtors shall continue to operate their businesses, including the Operated Properties, in the ordinary course as Post-Effective Date Debtors and perform their duties in connection with the Plan. Except as otherwise expressly provided in the Plan, Liquidating Trust Agreement, or Confirmation Order, all assets and property of the Debtors shall be vested in the Post-Effective Date Debtors free and clear of all Liens, Claims and Interests, and all such Liens, Claims and Interests are hereby extinguished. 56. Except as otherwise provided in the Plan, Liquidating Trust Agreement, or Confirmation Order, or in any contract, instrument or other agreement or document entered into in connection with the Consummation of 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, title, and interest of any Holder of such mortgages, deeds of trust,

19

Liens, pledges, or other security Interests shall revert to the Post-Effective Date Debtors and their successors and assigns. 57. Each Holder of a Secured Claim, or a Claim that is purportedly secured by any security interest or Lien shall, on or before the Effective Date, and concurrently with the applicable distributions made pursuant to the Plan, be authorized and directed to release to the Debtors or Post-Effective Date Debtors, as applicable, any Collateral or other Assets of a Debtor (including any Cash Collateral and possessory Collateral) held by such Holder (and the applicable agents for such Holder), and to take such actions as may be reasonably required or requested by the Post-Effective Date Debtors to evidence the release of such Lien, including the execution, delivery, and filing or recording of such releases. To the extent any of the foregoing actions, whether arising prior to the Effective Date or thereafter, require action to be taken by the Holders or applicable agents for such Holders of Secured Claims, the Debtors or Post-Effective Date Debtors, as applicable, shall pay the reasonable and documented fees and expenses of the Holders or applicable agents for such Holder or such Secured Claims, without the need for any further application or notice to or action, order, or approval of the Court. No distributions under the Plan shall be made to or on behalf of any Holder of a Secured Claim by the Post-Effective Date Debtors or Liquidating Trustee unless and until such Holder complies with any outstanding demand that it execute and deliver to the Debtors or Post-Effective Date Debtors such release of Liens; provided, however, that the foregoing clause shall not apply to Lender NewCo or otherwise delay the Plan Distribution to Lender NewCo in accordance with the Plan. L. Provisions Related to Executory Contracts and Unexpired Leases 58. In accordance with Article V of the Plan, all Executory Contracts and Unexpired Leases designated on the Schedule of Assumed Contracts included in the Plan or Plan

20

Documents, and which was filed and served by the Debtors prior to the commencement of the Confirmation Hearing, are deemed assumed pursuant to section 365 of the Bankruptcy Code. All Executory Contracts and Unexpired Leases not assumed by the Debtors in accordance with this Confirmation Order (including the provisions below regarding assumption and assignment of Executory Contracts and Unexpired Leases to TPIC) are deemed rejected pursuant to section 365 of the Bankruptcy Code. Unless otherwise indicated or provided in a separate order of the Court, rejections or assumptions of Executory Contracts and Unexpired Leases pursuant to the Plan are effective as of the Effective Date. 59. Each Executory Contract and Unexpired Lease assumed pursuant to the Plan or by order of the Court but not assigned to a third party before the Effective Date shall vest in, and be fully enforceable by, the applicable Post-Effective Date Debtor as of the Effective Date in accordance with its terms, except as may be modified by the provisions of the Plan, any order of the Court authorizing and providing for its assumption, or any applicable law. Each Executory Contract and Unexpired Lease that is assumed by the Debtors shall include any and all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affects such Executory Contract or Unexpired Lease. 60. The payment of any applicable Cure Amount, the resolution of any Cure Amount dispute, and the entry of this Confirmation Order by the Court shall constitute approval of the assumptions and rejections provided for in the Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code as of the Effective Date. 61. With respect to each Executory Contract or Unexpired Lease to be assumed by the Debtors, the Cure Amount required to cure any defaults by the Debtors existing as of the

21

Effective Date shall be determined in accordance with, and subject to, Article V.A of the Plan. All non-Debtor counterparties to the Executory Contracts and Unexpired Leases that failed to timely assert a Cure Amount objection in accordance with Article V.A of the Plan are deemed to have consented to such assumption and Cure Amount, and shall be forever barred, estopped and enjoined from challenging the validity of such assumption or the Cure Amount, or from asserting, collecting, or seeking to collect any amount or default relating thereto against the Post-Effective Date Debtors or the assignee(s) of such Executory Contract or Unexpired Lease. Upon payment of the applicable Cure Amount, if any, such Claims shall be deemed fully released and satisfied, and all Proofs of Claim based upon an Executory Contract or Unexpired Lease that has been assumed in the Chapter 11 Cases or pursuant to this Confirmation Order shall be deemed disallowed and expunged without any further notice to or action by any party or order of the Court. 62. As of the Effective Date, all of the Debtors’ insurance policies and any agreements, documents or instruments relating thereto, are expressly assumed and assigned to the Liquidating Trust, and such policies shall continue in full force and effect in accordance with their respective terms and applicable non-bankruptcy law, and the Liquidating Trust shall remain liable for all obligations (including Claims) thereunder regardless of when such obligations (including Claims) arise or become due or liquidated as if the Chapter 11 Cases had not occurred. Consistent with the foregoing, any obligations that come due under the terms of such insurance policies after the effective time of the assumption shall be deemed to arise after the Effective Date, such that the Liquidating Trust shall not be released from any such obligations. 63. Any term of any policy, contract, or other obligation applicable to any Debtor(s) shall be void and of no further force or effect to the extent that such policy, contract, or other

22

obligation is conditioned on, creates an obligation of the applicable Debtor(s) as a result of, or gives rise to a right of any Entity based on any of the following: (i) the insolvency or financial condition of a Debtor (prior to the Effective Date); (ii) the commencement of the Chapter 11 Cases; or (iii) the Confirmation or Consummation of the Plan. 64. Unless otherwise provided by a separate Final Order of the Court, any Claim resulting from the rejection of an Executory Contract or Unexpired Lease pursuant to the Plan shall be filed with the Court within thirty (30) days after the later of: (i) the date of an order of the Court (including this Confirmation Order) approving such rejection, (ii) the effective date of such rejection, (iii) the Effective Date of the Plan, or (iv) the date after the Effective Date that the applicable Schedules are altered, amended, modified, or supplemented, but only with respect to any Executory Contract or Unexpired Lease thereby affected. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not filed with the Court within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Debtors, their estates, the Post-Effective Date Debtors, their property, or the Liquidating Trust without the need for any objection by the Post-Effective Date Debtors or Liquidating Trustee, further notice to, or action, order or approval of the Court or any other Entity, and any such Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Debtors’ Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with Article III.D.4 of the Plan.

23

M. Release and Exculpation Provisions Approved; Discharge of Claims Against and Interests in the Debtors 65. On and after the Effective Date, and except as provided in this Confirmation Order, all injunctions, releases, and exculpation provisions set forth in Article VII of the Plan, are hereby approved, and shall be effective and binding on all Entities, to the fullest extent provided therein; provided, however, that the consensual third-party release provisions set forth in Article VII shall: (i) not be binding on any Entity that timely rejected such third-party release provisions in accordance with the Plan and Disclosure Statement Approval Order; and (ii) be construed, and only be effective, to the extent that it is consistent with the applicable provisions of the Bankruptcy Code and case law in the Fifth Circuit. 66. Upon the Effective Date and in consideration of the distributions to be made under the Plan, except as otherwise provided in the Plan, this Confirmation Order, or any stipulation filed between the Debtors and a Holder of Claims against the Debtors, each Holder of a Claim or Interest and any successor, assign, and affiliate of such Holder shall be deemed to have forever waived, released, and discharged the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from any and all Claims, Interests, rights, and liabilities that arose prior to the Effective Date. Except as otherwise provided in the Plan, all Holders of Claims and Interests and their successors, assigns, and affiliates shall be forever precluded and enjoined, pursuant to sections 105, 524, and 1141 of the Bankruptcy Code, from prosecuting or asserting any such discharged Claim against or terminated Interest in any Debtor or Post-Effective Date Debtor. 67. The exculpation provided in Article VII.G of the Plan is approved but should be construed, and only be effective, to the extent that it is consistent with the applicable provisions of the Bankruptcy Code and case law in the Fifth Circuit. In addition, the exculpation provided

24

in Article VII.G of the Plan shall be limited to acts which occurred after the Petition Date. Any claims against Exculpated Parties for acts described in Article VII.G of the Plan shall be filed in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, and this Court retains exclusive jurisdiction to consider such claims. 68. Except as otherwise expressly provided in the Plan or this Confirmation Order, or for obligations issued or required to be paid pursuant to the Plan or this Confirmation Order, all Entities who have held, hold, or may hold Claims or Interests that have been satisfied, released, discharged, or are subject to exculpation are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the Debtors, the Post-Effective Date Debtors, the Exculpated Parties, or the Released Parties: (i) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such Claims or Interests; (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such Claims or Interests; (iii) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such Claims or Interests; (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such Claims or Interests unless such Holder has filed a motion requesting the right to perform such setoff on or before the Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law or otherwise; and (v) commencing or continuing in any manner any action or other proceeding of any kind on

25

account of or in connection with or with respect to any such Claims or Interests released or settled pursuant to the Plan. 69. Upon Confirmation of the Plan, all Holders of Claims and Interests and their respective current and former employees, agents, officers, directors, principals, and direct and indirect Affiliates shall be enjoined from taking any actions to interfere with the implementation or Consummation of the Plan. Each Holder of any 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 and Liquidating Trust Agreement, shall be deemed to have consented to the injunction provisions set forth in the Plan. N. Claims Resolution Procedures Approved 70. The procedures for resolving contingent, unliquidated, or Disputed Claims by the Debtors or Liquidating Trustee, as outlined in Article VI of the Plan, are hereby approved. O. Professional Compensation 71. All requests for payment of Professional Compensation Claims for services rendered and reimbursement of expenses incurred prior to the Effective Date shall be filed no later than the Professional Compensation Claim Bar Date, consistent with the procedures under Article II.B of the Plan. Objections to Professional Compensation Claims must be filed and served on the Post-Effective Date Debtors and the Professional to whose application the objections are addressed no later than the Professional Compensation Claim Objection Deadline. The Court shall determine the Allowed amounts of such Professional Compensation Claims after notice and a hearing in accordance with the procedures established by the Court. Allowed Professional Compensation Claims shall be paid by the Post-Effective Date Debtors in Cash within ten (10) days of the entry of a Final Order allowing such Claims.

26

P. Post-Confirmation Professional Fees and Expenses 72. Except as otherwise specifically provided in the Plan, from and after the Confirmation Date, but effective as of the Effective Date, the Debtors and the Post Effective Date Debtors, as applicable, shall, in the ordinary course of business and without any further notice to or action, order, approval of the 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 may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Court. Q. Retention of Causes of Action 73. Except as otherwise provided in the Plan or Liquidating Trust Agreement, nothing contained in the Plan, Liquidating Trust Agreement, or this Confirmation Order shall be deemed to be a waiver or relinquishment of any rights, claims, Causes of Action, rights of setoff or recoupment, or other legal or equitable defenses that the Debtors had immediately before the Effective Date on behalf of the estates or of themselves in accordance with any provision of the Bankruptcy Code or any applicable non-bankruptcy law. Except as otherwise provided in the Plan, the Post-Effective Date Debtors or the Liquidating Trustee, as applicable, shall have, retain, reserve, and be entitled to assert all such claims, Causes of Action, rights of setoff or recoupment, and other legal or equitable defenses as fully as if the Chapter 11 Cases had not been commenced, and all of the Debtors’ legal and equitable rights in respect of any Unimpaired

27

Claim may be asserted after the Effective Date to the same extent as if the Chapter 11 Cases had not been commenced. 74. No Person or Entity may rely on the absence of specific reference to any Cause of Action in the Plan, Plan Documents, Liquidating Trust Agreement, or the Disclosure Statement as any indication that the Post-Effective Date Debtors (with respect to Retained Causes of Action) or the Liquidating Trustee (with respect to Liquidating Trust Assets) will not pursue any and all available Causes of Action. R. Setoffs and Recoupments 75. Except as expressly provided in the Plan or this Confirmation Order, the Liquidating Trustee, on behalf of the Liquidating Trust, 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 the Liquidating Trust may hold against the Holder of such Allowed Claim to the extent such setoff or recoupment is either: (i) agreed in amount by the Liquidating Trustee, on behalf of the Liquidating Trust and Holder of such Allowed Claim; or (ii) otherwise adjudicated by the Court or another court of competent jurisdiction; provided, however, that neither the failure to effectuate a setoff or recoupment nor the allowance of any Claim hereunder shall constitute a waiver or release by either Liquidating Trustee, on behalf of the Liquidating Trust, or its successor of any and all claims, rights, and Causes of Action that such Liquidating Trustee, on behalf of the Liquidating Trust, or its successor may possess against the applicable Holder. Except as otherwise authorized in the Plan or this Confirmation Order, 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, the Post-Effective Date Debtors, or the

28

Liquidating Trust, as applicable, unless such Holder has actually performed such recoupment and provided notice thereof in writing to the Debtors in accordance with Article XI.E 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. S. Global Plan Settlement Term Sheet 76. After solicitation, the Debtors made certain non-material modifications to clarify certain terms and provisions of the Plan, incorporate a global settlement pursuant to that certain global settlement term sheet (the “Settlement Term Sheet”), and effectuate the intent of the Plan to reserve the rights of parties in interest. The Settlement Term Sheet agreed to by and among the following parties (collectively, the “Settlement Parties”): (i) the Debtors; (ii) the Prepetition Lenders; (iii) the Committee; (iv) Talos Production Inc., Talos Energy, Inc. and Talos Third Coast LLC (collectively, “Talos”); (v) Walter Oil & Gas Corporation (“Walter”); and (vi) TPIC, is attached as an Exhibit and incorporated into the Plan. 77. To the extent not already incorporated into the Plan, the Settlement Term Sheet is part of the Plan, and the transactions contemplated by the Settlement Parties to the Settlement Term Sheet are APPROVED in all respects. The transactions contemplated by the Settlement Term Sheet shall be finalized with definitive documentation by the parties, which documentation shall constitute Plan Documents within the meaning of the Plan and are hereby approved without further notice or order of the Court. Each of the Settlement Parties, as applicable, are hereby authorized and directed to execute such Plan Documents as soon as reasonably practicable following entry of this Confirmation Order. Notwithstanding anything to the contrary in this Confirmation Order or the Plan, including, for the avoidance of doubt, Article VIII.A. of the Plan, the execution of such Plan Documents pursuant to the Settlement Term Sheet and this

29

Confirmation Order shall be a condition precedent to the Effective Date of the Plan. To the extent there is a conflict between the Settlement Term Sheet and the Plan, the Settlement Parties will work in good faith to resolve such conflict. If the Settlement Parties are unable to consensually resolve the dispute, then the Settlement Parties may seek that the dispute be adjudicated by the Court, and the Settlement Parties agree that such dispute may be heard by the Court on an emergency basis. 78. Talos. The Plan and Settlement Term Sheet describe and provide for, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, a sale and transfer of the Debtors’ interests in MP270A (the “MP270A Sale”), as is, with no warranties, except that the Debtors represent and warrant (a) that they have not disposed of or transferred any of their interests therein and (b) that they have full corporate power and authority to enter into the MP270A Sale and to execute definitive documentation memorializing such and to execute the PSA and all other documents contemplated thereby. The MP270A Sale shall sell and transfer, in exchange for the consideration set forth herein, to the designee of Talos all of the Debtors’ interests in MP270A as is, with no warranties, except that the Debtors represent that they have not disposed of or transferred any of their interests therein, with an Effective Time to be the closing with all revenues, expenses, and obligations accruing or existing as of closing to be transferred by the Debtors to Talos, with no adjustments to price or consideration. The Debtors have demonstrated that the MP270A Sale constitutes the exercise by the Debtors of sound business judgment, and is in the best interests of the Debtors, Holders of Claims and Interests, and all parties in interest. This Court finds that the Debtors have articulated good and sufficient business reasons justifying the MP270A Sale. The Debtors and Talos have proceeded in good faith in all respects in connection with the MP270A Sale. The terms of the MP270A Sale were

30

negotiated by the Debtors and Talos at arm’s length, without collusion or fraud, and in good faith within the meaning of section 363(m) of the Bankruptcy Code. Talos has not violated section 363(n) of the Bankruptcy Code by any action or inaction. As a result of the foregoing, Talos is a “good faith purchaser” within the meaning of section 363(m) of the Bankruptcy Code, and as such, is entitled to all the protections afforded thereby, including those protections that exist in favor of a good faith purchaser in the event this Confirmation Order or any portion thereof is reversed or modified on appeal. If the Debtors did not agree to the MP270A Sale free and clear of all liens, claims, and interests, any sale would have yielded substantially lower value for the Debtors’ estates. The Debtors are authorized to sell MP270A free and clear of all liens, claims, and interests. Talos is not holding itself out to the public as a continuation of the Debtors and is not, as of the Petition Date, an “insider” or “affiliate” of the Debtors, as those terms are defined in the Bankruptcy Code, and no common identity of incorporators, directors or stockholders exists now or has ever existed between Talos and the Debtors. The MP270A Sale does not amount to a consolidation, merger or de facto merger of Talos and the Debtors and/or the Debtors’ estates, there is not substantial continuity between Talos and the Debtors, and there is no continuity of enterprise between Talos and the Debtors, Talos is not a mere continuation of the Debtors or their estate, and Talos does not constitute a successor to the Debtors or their estates. To the fullest extent of the law, Talos’s acquisition of MP270A shall be free and clear of any “successor liability” claims of any nature whatsoever. Talos’s operations shall not be deemed a continuation of the Debtors’ business as a result of the acquisition of MP270A. Talos would not have acquired MP270A but for the foregoing protections against potential claims based upon “successor liability” theories. For the avoidance of doubt, and notwithstanding

31

anything to the contrary in this Confirmation Order or in the Plan, Talos shall have no obligations to pay any cash to the Debtors, their estates, or the Liquidating Trust. 79. TPIC. The Plan and Settlement Term Sheet described and provide for, pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019, a sale and transfer of the Debtors’ interests in so-called Belle Isle field and the assets regarding or related to the Plant Related Agreements (collectively, the “TPIC Assets”), as is, with warranties, except that the Debtors represent and warrant (a) that they have not disposed of or transferred any of their interests therein and (b) that they have full corporate power and authority to enter into the sale of the TPIC Assets and to execute definitive documentation memorializing such and to execute the asset transfer related agreements and all other documents contemplated thereby (the “TPIC Sale”). The TPIC Sale shall sell and transfer, in exchange for the consideration set forth herein, to the designee of TPIC all of the Debtors’ interests in the TPIC Assets as is, with no warranties, except that the Debtors represent that they have not disposed of or transferred any of their interests therein, with an Effective Time to be the closing with all revenues, expenses, and obligations accruing or existing as of closing to be transferred by the Debtors to TPIC, with no adjustments to price or consideration. The Debtors have demonstrated that the TPIC Sale constitutes the exercise by the Debtors of sound business judgment, and is in the best interests of the Debtors, Holders of Claims and Interests, and all parties in interest. This Court finds that the Debtors have articulated good and sufficient business reasons justifying the TPIC Sale. The Debtors and TPIC have proceeded in good faith in all respects in connection with the TPIC Sale. The terms of the TPIC Sale were negotiated by the Debtors and TPIC at arm’s length, without collusion or fraud, and in good faith within the meaning of section 363(m) of the Bankruptcy Code. TPIC has not violated section 363(n) of the Bankruptcy Code by any action or inaction.

32

As a result of the foregoing, TPIC is a “good faith purchaser” within the meaning of section 363(m) of the Bankruptcy Code, and as such, is entitled to all protections afforded thereby, including those protections that exist in favor of a good faith purchaser in the event this Confirmation Order or any portion thereof is reversed or modified on appeal. If the Debtors did not agree to the TPIC Sale free and clear of all liens, claims, and interests, any sale would have yielded substantially lower value for the Debtors’ estates. The Debtors are authorized to sell the TPIC Assets free and clear of all liens, claims, and interests. TPIC is not holding itself out to the public as a continuation of the Debtors and is not, as of the Petition Date, an “insider” or “affiliate” of the Debtors, as those terms are defined in the Bankruptcy Code, and no common identity of incorporators, directors or stockholders exists now or has ever existed between TPIC and the Debtors. The TPIC Sale does not amount to a consolidation, merger or de facto merger of TPIC and the Debtors and/or the Debtors’ estates, there is not substantial continuity between TPIC and the Debtors, and there is no continuity of enterprise between TPIC and the Debtors, TPIC is not a mere continuation of the Debtors or their estate, and TPIC does not constitute a successor to the Debtors or their estates. To the fullest extent of the law, TPIC’s acquisition of the TPIC Assets shall be free and clear of any “successor liability” claims of any nature whatsoever. TPIC’s operations shall not be deemed a continuation of the Debtors’ business as a result of the acquisition of the TPIC Assets. TPIC would not have acquired the TPIC Assets but for the foregoing protections against potential claims based upon “successor liability” theories. For the avoidance of doubt, and notwithstanding anything to the contrary in this Confirmation Order or in the Plan, TPIC shall have no obligation to pay any cash to the Debtors, their estates, or the Liquidating Trust.

33

80. Not later than fourteen (14) calendar days after the Effective Date, TPIC shall file and shall serve a Notice of Assumption and Assignment with respect to any Executory Contracts or Unexpired Leases to be assumed and assigned to TPIC in accordance with the Plan, this Confirmation Order, and the Settlement Term Sheet. The Notice of Assumption and Assignment shall set forth the Cure Amount owed to the applicable contract counterparties which are necessary to cure any defaults (other than the filing of the Chapter 11 Cases) and actual pecuniary losses under the Executory Contracts or Unexpired Leases to be assumed and assigned. Any objections to the assumption and assignment of any Executory Contract or Unexpired Lease identified in TPIC’s Notice of Assumption and Assignment must: (i) set forth in writing and describe with specificity the factual and legal basis for the objection; (ii) comply with the Bankruptcy Rules and Bankruptcy Local Rules; and (iii) be filed with the Clerk of the Court no later than twenty-one (21) calendar days from the date TPIC serves the Notice of Assumption and Assignment. If a counterparty to an Executory Contract or Unexpired Lease set forth in the Notice of Assumption and Assignment fails to file an objection by the deadline set forth herein, then the Cure Amount will be binding upon the contract counterparty, and all parties in interest, for all purposes in the Chapter 11 Cases and otherwise. All such counterparties to those Executory Contracts and Unexpired Leases set forth in the Notice of Assumption and Assignment will: (a) be forever barred from objecting to the Cure Amounts with respect to such Executory Contracts and Unexpired Leases, and the Cure Amounts identified with respect to such Executory Contracts and Unexpired Leases shall be the only amounts necessary under section 365(b) of the Bankruptcy Code to cure all monetary defaults thereunder in connection with assumption by the Debtors and assignment to TPIC; (b) be deemed to have consented to the assumption and assignment to TPIC; and (c) be forever barred and estopped

34

from asserting or claiming against the Debtors, the Post-Effective Date Debtors, the Liquidating Trust, or TPIC, as applicable, that any additional amounts are due, other defaults exist, other conditions to assignment must be satisfied under such Executory Contracts or Unexpired Leases, or that there is any objection or defense to the assumption and assignment. Unless the contract counterparty properly files an objection in accordance with the requirements of this Confirmation Order, the Cure Amounts, and the assumption and assignment to TPIC, shall be deemed approved without further order of the Court. If an objection is timely filed and served with respect to an Executory Contract or Unexpired Lease set forth in the Notice of Assumption and Assignment, and the relevant parties are unable to resolve the objection, such objection will be adjudicated at such other date and time as may be fixed by the Court. T. Non-Material Modifications to the Plan 81. Prior to the Second Confirmation Objection Deadline, and based on the agreement of the Debtors and the applicable party, following the First Confirmation Objection Deadline, the Debtors continued to negotiate with parties in interest, received various formal and informal comments to the Plan from the Committee and certain Holders of Claims against the Debtors, and entered into the Settlement Term Sheet. The terms of the negotiated resolutions: (i) constitute a settlement of the certain formal and informal objections to confirmation (the “Confirmation Disputes”); (ii) are not materially different from what parties in interest could have expected if the confirmation disputes were fully litigated; (iii) provide for more favorable treatment to Holders of Allowed Class 4 Claims than would have been received under the Debtors’ Second Amended Joint Chapter 11 Plan that was approved by the Court for solicitation and Third Amended Joint Chapter 11 Plan dated May 26, 2021; (iv) have been approved by the Prepetition Agent and the Prepetition Lenders; and (v) are in the best interest of the Debtors and

35

their estates. The negotiated resolutions between the Debtors and the applicable parties in interest after the First Confirmation Objection Deadline are approved and incorporated in the Plan attached hereto as Exhibit 1 and the Settlement Term Sheet attached thereto. 82. Pursuant to Bankruptcy Rule 3019, the Plan, as amended, modified, and supplemented, does not (i) constitute a material modification of the Plan under section 1127 of the Bankruptcy Code, (ii) require additional disclosure under section 1125 of the Bankruptcy Code, (iii) cause the Plan to fail to meet the requirements of sections 1122 or 1123 of the Bankruptcy Code, (iv) materially and adversely change the treatment of any Claims or Interests, (v) require re-solicitation to any Holders of Claims or Interests, or (vi) require that any such Holders of Claims or Interests be afforded an opportunity to change previously cast acceptances or rejections of the Plan. Under the circumstances, the form and manner of notice of the Plan, Plan Supplement, and Plan Documents is adequate, and no other or further notice of the Plan, Plan Supplement, or Plan Documents is necessary or required. In accordance with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, all Holders of Claims or Interests who voted to accept the Plan or who are conclusively presumed to have accepted the Plan, as amended, modified, and supplemented. U. Reservation of Rights of the United States 83. Nothing in this Confirmation Order, the Plan, Plan Supplement, or any other implementing or supplementing Plan documents (collectively, the foregoing are referred to as the “Plan Documents”) discharges, releases, precludes, or enjoins: (i) any liability to the United States that is not a Claim; (ii) any Claim of the United States arising on or after the Confirmation Date; (iii) any liability of any entity or person under police or regulatory statutes or regulations to the United States as the owner or operator of property or rights to property that such entity owns or operates after the Confirmation Date; and (iv) any liability to a Governmental Unit on the part

36

of any non-Debtor. Nor shall anything in the Plan Documents enjoin or otherwise bar a Governmental Unit from asserting or enforcing, outside the Bankruptcy Court, any liability described in the first sentence of this paragraph and nothing in the Plan Documents divests any tribunal of any jurisdiction it may have under police or regulatory law to interpret the Plan Documents or to adjudicate any defense asserted under the Plan Documents. 84. Notwithstanding anything to the contrary in Plan Documents, nothing shall affect the United States’ setoff and recoupment rights, or the Debtors’, Post-Effective Date Debtors, and/or their successor(s) and assign(s) defenses thereto. 85. Notwithstanding any provision to the contrary in the Plan Documents, no sale, assignment, and/or transfer of any interest in contracts, leases, covenants, operating rights agreements, rights-of-use and easement, and rights-of-way or other interests or agreements with the federal government involving federal land or minerals in effect on or after the Confirmation Date (collectively, the “Federal Leases”) may take place pursuant to the Plan Documents absent the consent of the United States, including any of its components, as provided for in applicable non-bankruptcy laws and regulations. 86. Notwithstanding any provision to the contrary in the Plan Documents, the United States will retain and have the right to audit and/or perform any compliance review and, if appropriate, collect from the Debtors, Post-Effective Date Debtors, and/or their successor(s) and assign(s) in full any additional monies owed by the Debtors with respect to any assumed Federal Leases without those rights being adversely affected by these bankruptcy proceedings. Such rights shall be preserved in full as if this bankruptcy had not occurred. Furthermore, nothing in the Plan Documents shall be interpreted to set Cure Amounts or require the United States to novate, approve or consent to any sale, assignment, and/or transfer of any interests in the Federal

37

Leases except pursuant to existing regulatory requirements and applicable law. The Debtors, Post-Effective Date Debtors, and their successor(s) and assign(s), will retain all defenses and/or rights, other than defenses and/or rights arising from these bankruptcy proceedings, to challenge any such determination; provided, however, that any such challenge, including any challenge associated with these bankruptcy cases, must be raised in the United States’ administrative review process leading to a final agency determination by the Department of the Interior. The audit and/or compliance review period shall remain open for the full statute of limitations period established by the Federal Oil and Gas Royalty Simplification and Fairness Act of 1996, 30 U.S.C. § 1702, et seq. 87. For the avoidance of doubt, nothing in the Plan Documents releases the Debtors or Post-Effective Date Debtors from any reclamation, plugging and abandonment, or other operational requirement under applicable federal non-bankruptcy law with respect to the Federal Leases or addresses or otherwise affects any decommissioning obligations and financial assurance requirements under the Federal Leases, as determined by the United States, that must be met by the Debtors, Post-Effective Date Debtors, or their successors and assigns on the Federal Leases going forward. V. Miscellaneous Agreements With Parties In Interest 88. Archrock. Notwithstanding anything to the contrary contained in the Plan, this Confirmation Order, or any Plan Document or Plan Supplement, the agreed Plan treatment of Archrock Partners Operating LLC (“Archrock”), which represents a settlement and compromise of all disputes and claims between the Debtors and Archrock, is hereby approved pursuant to Bankruptcy Rule 9019, and shall be as follows: (i) The Master Compression Services Agreement and all related Schedule “A” work orders between Archrock and Castex Offshore, Inc., shall be rejected on the Effective Date.

38

(ii) On or before the Effective Date, the Debtors shall pay Archrock the amount of $17,762.92 in full and final satisfaction of Archrock’s Administrative Claims for post-petition compression services. (iii) Archrock waives any further Claim for diminution in value of its statutory Liens in Vermilion 252 (OCS-G 05431) and Vermilion 253 (OCS-G 17912), offshore Vermilion Parish, Louisiana (collectively, the “Vermilion Properties”). (iv) The Debtors, their Estates, the Post-Effective Date Debtors and Liquidating Trustee waive all Avoidance Actions and other claims of any nature against Archrock. (v) Archrock’s statutory Liens in the Vermilion Properties shall remain attached to the Vermilion Properties after the Effective Date subject to the following agreement: if either of the Vermilion Properties sell for positive cash proceeds within eighteen (18) months (the “Reservation Period”) of the Effective Date of the Plan, the Liquidating Trustee shall pay Archrock fifty percent (50%) of Archrock’s prepetition Lien amount for the applicable Vermilion Property at closing of such sale; provided, further, that if a sale agreement is executed but not yet closed as of the expiration of the Reservation Period, the expiration date of the Reservation Period shall be extended through and including the closing of the transaction. (vi) Archrock shall have an Allowed Class 4 General Unsecured Claim in the amount of $68,514.12 relating to Archrock’s Proof of Claim No. 3 (to the extent unpaid), subject to the reservation in the preceding subparagraph (v). (vii) Archrock reserves all rights to file a rejection damage Claim in accordance with the Plan relating to rejection of the Archrock contracts, and the Debtors or the Liquidating Trustee, as applicable, reserve all rights and defenses with respect thereto. Any such rejection damage Claim, if allowed, shall be treated as Class 4 General Unsecured Claim. (viii) If the Post-Effective Date Debtors or Liquidating Trustee decommission Vermilion 252 or Vermilion 253, the Liquidating Trustee shall deliver Archrock’s equipment to shore that is situated on such decommissioned Vermillion Property at no cost to Archrock and shall make such equipment available to Archrock for recovery. (ix) All of the above terms relating to Archrock shall be binding on any successor to the Debtors including the Liquidating Trustee, the Post-Effective Date Debtors, or any other trustee appointed in the Chapter 11 Cases.

39

89. Energy Transfer. Notwithstanding anything to the contrary contained in the Plan, this Confirmation Order, or any Plan Document or Plan Supplement, Energy Transfer’s3 rights to setoff and recoupment, if any, are hereby preserved and shall not be impaired, conditioned, limited, released, discharged, enjoined, or otherwise prejudiced or diminished in any manner whatsoever by entry of this Confirmation Order, the Confirmation or Consummation of the Plan and related transactions, or the discharge of any Claims under the Plan; provided, however, that Energy Transfer may only exercise such rights to setoff and recoupment if the Court, or another court of competent jurisdiction, authorizes such setoff or recoupment after notice and a hearing. Nothing in the Plan, this Confirmation Order, or any Plan Document or Plan Supplement shall impair, condition, limit release, discharge, enjoin, or otherwise prejudice or diminish in any manner whatsoever any direct claims that Energy Transfer may hold against non-Debtor parties. Any dispute regarding the application of the foregoing sentence in relation to the Plan’s release and exculpation provisions shall be brought before the Court. Energy Transfer is deemed to have opted out of the third-party release in the Plan. 90. McMoRan. The Liquidating Trustee shall have the authority on behalf of the Debtors or Post-Effective Date Debtors, as applicable, to enter into agreements, communicate with any applicable regulatory authorities, and execute such documents as may be necessary to effectuate transfers of lease interests including, but not limited to, West Cameron 73 (OCS-G 23736). Nothing contained herein shall be deemed or construed to be a release or discharge of any liability or obligations of any third parties with respect to decommissioning liabilities of Debtors’ predecessors and any other co-liable and/or jointly and severally liable parties with 3 The term “Energy Transfer” refers to Sea Robin Pipeline Company, LLC, Trunkline Field Services, LLC, and Stingray Pipeline Company, L.L.C.

40

respect to former McMoRan Oil & Gas LLC properties and/or the Debtor Terminated Leases. McMoRan expressly reserves any and all claims and causes of action against any third parties. 91. Fairfield Industries Incorporated d/b/a/ Fairfield Geotechnologies f/k/a FairfieldNodal (“Fairfield”). Notwithstanding anything to the contrary in the Plan, any Plan Supplement, any Schedule of Assumed Executory Contracts and Unexpired Leases, any Schedule of Rejected Executory Contracts and Unexpired Leases, this Confirmation Order or otherwise: (i) the Master License Agreement dated February 24, 2018, between Fairfield and Castex Energy 2005, LLC (“Castex 2005”) and Castex Energy 2014, LLC (“Castex 2014”) and the supplemental agreements entered into thereunder (collectively, the “Fairfield Agreements”) shall be deemed terminated and rejected only as to Castex 2005 pursuant to the Plan as of the Effective Date thereof; and (ii) all rights, claims, causes of action and remedies of Fairfield with respect or relating to licenses of seismic data between Fairfield and any non-Debtor Entities, and with respect to the seismic data and derivatives licensed thereunder, are hereby preserved unto Fairfield. The Court hereby approves the termination of the Fairfield Agreements only as to Castex 2005 as provided in the foregoing paragraph. 92. U.S. Specialty Insurance Company. With respect to WC 73, prior to any restoration of production, the Debtors or the Post-Effective Date Debtors, as applicable, shall either obtain a new area wide bond or seek reasonable consent from U.S. Specialty Insurance Company (“USSIC”), provided, however, that to the extent production is restored on any such Operated Property without USSIC’s consent, USSIC reserves all of its rights with respect to its existing bonds and payment and indemnity agreements, and such rights are unimpaired by the Plan.

41

93. Nothing in the Plan shall be construed as USSIC’s consent to matters covered by this Plan. Moreover, nothing in the Plan shall constitute an admission or consent by USSIC, nor shall it be binding on USSIC in any other matter or proceeding related to any of its bonds or bond obligations. W. Miscellaneous Confirmation Provisions 94. This Confirmation Order is in recordable form and shall be accepted by any filing or recording officer or authority of any applicable Governmental Unit for filing and recording purposes without further or additional orders, certifications, or other supporting documents. Each federal, state, commonwealth, local, foreign, or other governmental agency is hereby authorized to accept any and all documents, mortgages, and instruments necessary or appropriate to effectuate, implement or consummate the transactions contemplated by the Plan, any applicable Plan Documents, and this Confirmation Order. 95. Under section 1146(c) of the Bankruptcy Code, the issuance, transfer, or exchange of a security, or the making or delivery of an instrument of transfer under the Plan or any applicable Plan Documents, shall not be taxed under any law imposing a stamp tax or similar tax. The appropriate state or local government officials or agents are directed to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. 96. To the extent that, under applicable non-bankruptcy law, any of the actions contemplated in the Plan would otherwise require the consent or approval of the Holders of Interests in the Debtors, this Confirmation Order shall constitute such consent or approval, and

42

such actions shall be, and are deemed to have been, taken by unanimous action of the Holders of Interests in the Debtors. 97. Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of the Plan and this Confirmation Order, and all other agreements and documents executed and delivered pursuant to the Plan, shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law. 98. The Debtors, the Post-Effective Date Debtors, and the Liquidating Trustee, as applicable, shall have the right, to the fullest extent permitted by section 1142 of the Bankruptcy Code, to apply to the Court for an order, notwithstanding any otherwise applicable non-bankruptcy law, directing any appropriate Entity to execute and deliver an instrument or perform any other act necessary to implement the Plan, the Plan Documents, or the provisions of this Confirmation Order. 99. On and after the Effective Date, pursuant to sections 105 and 1142 of the Bankruptcy Code, the Court, except as otherwise provided in the Plan or in this Confirmation Order, shall retain jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases, including, but not limited to, jurisdiction over the matters set forth in Article X of the Plan. 100. If any or all of this Confirmation Order is hereafter reversed, modified, or vacated by subsequent order of the Court or any other court, such reversal, modification, or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan before the Debtors, Post-Effective Date Debtors or Liquidating Trustee receive written notice of any such order, nor shall such reversal, modification, or vacation of this Confirmation Order affect the validity or enforceability of such act or obligation.

43

Notwithstanding any such reversal, modification, or vacatur of this Confirmation Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Confirmation Order before the effective date of such reversal, modification, or vacatur shall be governed in all respects by the provisions of this Confirmation Order, the Plan, and all documents, instruments, and agreements related thereto or any amendments or modifications thereto. 101. The failure to include specifically any particular provision of the Plan in this Confirmation Order will not diminish the effectiveness of such provision, nor constitute a waiver thereof, it being the intent of the Court that the Plan is confirmed in its entirety. 102. The provisions of the Plan and this Confirmation Order, including the Findings of Fact and Conclusions of Law entered contemporaneously with this Confirmation Order, are nonseverable and mutually dependent. 103. All Statutory Fees charged pursuant to 28 U.S.C. § 1930 shall be timely paid by the Liquidating Trustee for each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, or closed, whichever occurs first. After the Effective Date, the Liquidating Trustee shall file all quarterly reports. 104. On the Effective Date and following the payment of all amounts under the Plan required to be paid on the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127 of the Bankruptcy Code. 105. This Confirmation Order is a Final Order and the period in which an appeal must be filed shall commence upon the entry hereof. The requirements under Bankruptcy Rule 3020(e) that an order confirming a plan is stayed until the expiration of fourteen (14) days after entry of the order are hereby waived. This Confirmation Order shall take effect immediately and shall not be stayed pursuant to Bankruptcy Rule 3020(e), 6004(h), 6006(d), or 7062.

44

106. In the event of any direct conflict or inconsistency between any provision of this Confirmation Order, on the one hand, and the provisions of the Liquidating Trust Agreement, on the other hand, the provisions of this Confirmation Order shall govern and control. In the event of any direct conflict or inconsistency between any provision of the Liquidating Trust Agreement, on the one hand, and the provisions of the Plan, on the other hand, the provisions of the Plan shall govern and control, except with respect to the administration and structure of the Liquidating Trust, for which the Liquidating Trust Agreement shall govern and control. Notwithstanding the foregoing, the Liquidating Trustee may apply or move the Court for resolution of any dispute concerning the foregoing. 107. On the Effective Date, the Debtors shall file a notice of the occurrence of the Effective Date (the “Effective Date Notice”) with the Court. As soon as reasonably practicable after the occurrence of the Effective Date, the Post-Effective Date Debtors shall serve the Effective Date Notice on all Holders of Claims and Interests. Dated: _________________________, 2021. ________________________________________ THE HONORABLE MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE

45