Restructuring Support Agreement, dated as of March 13, 2020 by and among Internap Corporation, Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc. and Internap Technology Solutions Inc. and the lenders party thereto

Internap Corporation (“INAP”), Datagram LLC, Hosting Intellect LLC, Internap Connectivity LLC, SingleHop LLC, Ubersmith, Inc., and Internap Technology Solutions Inc.

Subject in all respects to and as provided by the other terms of this Restructuring Term Sheet and the Restructuring Support Agreement, the Debtors will restructure their funded debt obligations by, among other things: (i) the contribution by the DIP Lenders of a $75 million DIP Facility, $70 million of which will consist of new money and $5 million of which will consist of rolled up New Incremental Loans from the New Incremental Facility; (ii) conversion of the DIP Facility into the Priority Exit Facility; (iii) entry into the New Term Loan Facility, junior in priority to the Priority Exit Facility; (iv) equitization of the Allowed Loan Claims into New Term Loans and New Common Stock; and (vi) distribution of New Warrants to Holders of Existing Equity Interests who grant releases as described below.

The Debtors will effectuate the Restructuring through the Chapter 11 Cases and confirmation of the Plan, which shall be consistent with this Restructuring Term Sheet and subject to the terms and conditions set forth in the Restructuring Support Agreement.

Amount: (a) $70 million of new money; (b) $5 million roll up of New Incremental Loans.

Structure: Delayed draw term loan, funded into escrow upon entry of the interim order approving the DIP facility.

Priority/Security: Superpriority administrative status; first priority lien on all unencumbered assets, priming first priority lien on all assets encumbered under the Credit Agreement (in each case subject to the Carve-Out).

Borrowers: All Debtors. 

Lenders: DIP Lenders.

Maturity: Earlier to occur of 6 months postpetition, conversion / dismissal of cases, sale of substantially all assets, acceleration, and the Plan Effective Date.

Interest: L + 1,000 bps (subject to 1.0% LIBOR Floor) paid in cash monthly

Premiums: (a) 2.0% Commitment Premium; (b) 5.0% Backstop Premium, in each case solely as to the new-money portion of the DIP Facility.

Other Covenants: To include waiver of 506(c) surcharge and 552(b) “equities of the case” exception for the benefit of the DIP and 1L secured parties; no marshaling.

Certain other terms and conditions as may be agreed prior to the Plan Effective Date.

The Company shall use commercially reasonable efforts to enter into a new $15 million senior secured first-out working capital facility (the “Working Capital Facility”) on the Plan Effective Date, with such Working Capital Facility being in form and substance acceptable to the Debtors and the DIP Lenders. To the extent the Working Capital Facility is entered into after the Plan Effective Date, it shall be in form and substance acceptable to the Reorganized Debtors and to greater than 50% (by principal amount) of the Lenders under the Priority Exit Facility (the “Required Priority Lenders”).

Priority/Security: Secured by all assets (subject to customary carve outs to be agreed to between the Company and the Required DIP Lenders); senior to New Term Loan Facility; junior if agreed to by the Required DIP Lenders or Required Priority Lenders, as applicable, or pari passu with Working Capital Facility.

Lenders: DIP Lenders.

Maturity: 3 years following the Plan Effective Date.

Interest: L + 1,000 bps (subject to 1.0% LIBOR Floor) payable in cash

Call Protection: None.

Mandatory Prepayment: Usual and customary with respect to ECF, asset sales, and casualty events; and upon incurrence of the Working

On the Plan Effective Date, the Reorganized Debtors that are operating entities shall enter into a new term loan facility (the “New Term Loan Facility,” and the new loans issued thereunder the “New Term Loans”) as follows:

Amount: $225 million.

Priority. First lien on all assets (subject to customary carve outs to be agreed to between the Company and the Required Consenting Lenders) of the Reorganized Debtors; junior to Working Capital Facility and Priority Exit Facility.

Maturity. The New Term Loans shall mature on the date that is 5 years following the Plan Effective Date.

Interest. The New Term Loans shall bear interest at a rate of L + 650 bps, with L + 300 bps in cash and 350 bps in kind; provided that, at the election of the Reorganized INAP Board, 200 bps of the L + 300 cash interest may be payment in kind.

Usual and customary terms and conditions for facilities of this size, type and purpose, as may be agreed prior to the Plan Effective Date.

On the Plan Effective Date, Reorganized INAP shall issue to Holders of Allowed Loan Claims shares of common stock (the “New Common Stock”), which shall have agreed upon rights and privileges.

On the Plan Effective Date, Reorganized INAP shall issue to certain Holders of Existing Equity Interests (as further set forth below) warrants to purchase 10% of the New Common Stock (the “New Warrants”), subject to dilution by the Management Incentive Plan and any common stock capital raise approved by the Reorganized INAP Board.

Strike Price: Calculated to imply an equity value at which the Holders of Allowed Loan Claims recover (together with New Term Loans valued at par plus accrued interest) par plus accrued interest on their Allowed Loan Claims.

On the Plan Effective Date, the principal amount of loans extended under the DIP Facility will convert to loans under the Priority Exit Facility. Accrued interest and other obligations under the DIP Facility will be paid in full in cash on the Plan Effective Date.

Except to the extent that a Holder of an Allowed Administrative Claim and the Debtor against which such allowed Administrative Claim is asserted agree to less favorable treatment for such Holder, each Holder of an Allowed Administrative Claim shall receive, in full satisfaction of its Claim, payment in full in cash.

In full satisfaction of the Allowed Priority Tax Claims, each Holder of an Allowed Priority Tax Claim will be paid in full in cash or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.

Except to the extent that a Holder of an Allowed Other Secured Claim agrees to a less favorable treatment, in full and final satisfaction of such Allowed Other Secured Claim, at the option of the Debtors or the Reorganized Debtors, such Holder will receive (i) payment in full in cash, payable on the later of the Plan Effective Date and the date that is ten (10) Business Days after the date on which such Other Secured Claim becomes an Allowed Other Secured Claim, in each case, or as soon as reasonably practicable thereafter or (ii) such other treatment so as to render such Holder’s Allowed Other Secured Claim Unimpaired.

Except to the extent that a Holder of an Allowed Other Priority Claim and the Debtor against which such Allowed Other Priority Claim is asserted agree to less favorable treatment for such Holder, in full satisfaction of each Allowed Other Priority Claim against the Debtors, each Holder thereof shall receive payment in full in cash or other treatment rendering such Claim Unimpaired.

In full satisfaction of each Allowed Loan Claim, each Holder thereof will receive its pro rata share of: (i) 100% of the New Term Loans; and (ii) 100% of New Common Stock, subject to dilution by the Management Incentive Plan and the New Warrants.

Except to the extent that a Holder of an Allowed General Unsecured Claim and the Debtor against which such Allowed General Unsecured Claim is asserted agree to less favorable treatment for such Holder, in full satisfaction of each Allowed General Unsecured Claim against the Debtors, each Holder thereof shall receive (i) payment in cash in an amount equal to such Allowed General Unsecured Claim in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Claim, or (ii) such other treatment so as to render such Claim Unimpaired.

No property will be distributed to the Holders of allowed Intercompany Claims. Unless otherwise provided for under the Plan, each Intercompany Claim will either be Reinstated or canceled and released.

Intercompany Interests will receive no recovery or distribution and be Reinstated solely to the extent necessary to maintain the Debtors’ corporate structure.

All Subordinated Claims, if any, shall be discharged, cancelled, released, and extinguished as of the Plan Effective Date, and will be of no further force or effect, and Holders of Allowed Subordinated Claims will not receive any distribution on account of such Allowed Subordinated Claims.

All Existing Equity Interests will be cancelled, released, and extinguished as of the Plan Effective Date, and Holders of Existing Equity Interests shall not receive or retain any property under the Plan on account of such Existing Equity Interests.

Notwithstanding the foregoing, each Holder of Existing Equity Interests that consents to the Holder Releases will receive, from amounts that Holders of Loan Claims would otherwise be entitled to receive under the Plan, its pro rata share of 100% of the New Warrants, subject to the distribution considerations set forth below. For the avoidance of doubt, the Holders of Loan Claims shall, with immediate effect upon entering the RSA, relinquish all right to and/or claim in or to receive the new Warrants when issued under the Plan.

The New Warrants will be issued at a ratio of approximately one (1) New Warrant for each 20,000 shares of common stock (or equivalent) of the Existing Equity Interests or such other ratio as determined by the Company (in consultation with the Required Consenting New Incremental Lenders and the Required Consenting First Lien Lenders) to ensure that the Reorganized Debtors do not become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, with no fractional New Warrants issued or distributed. When any distribution would otherwise result in the issuance of a number of New Warrants that is not a whole number, the New Warrants subject to such distribution shall be rounded down to the next lower whole number, and cash consideration equivalent to the value of such fractional entitlement to the New Warrants, calculated in good faith by the Company, will be provided in lieu thereof. The Reorganized Debtors shall not have any obligation to make a distribution that is less than one (1) New Warrant or $50.00 in cash. Fractional New Warrants that are not distributed in accordance with the foregoing shall be returned to, and ownership thereof shall vest in, the Reorganized Debtors.

As of and subject to the occurrence of the Plan Effective Date and the payment of any applicable cure amount, all executory contracts and unexpired leases to which any of the Debtors are parties shall be deemed assumed, unless such contract or lease (i) was previously assumed or rejected; (ii) was previously expired or terminated pursuant to its own terms; (iii) is the subject of a motion to reject, assume or assume and assign filed on or before the entry of the Confirmation Order; or (iv) is designated specifically as an executory contract or unexpired lease on a schedule attached to the Plan (which such schedule may be amended or supplemented).

Certain executory contracts and unexpired leases will be rejected on or before the Plan Effective Date pursuant to a motion filed before the Bankruptcy Court (the “Rejection Motion”), which Rejection Motion shall be in form and substance acceptable to the Required Consenting Lenders.

The Debtors shall assume all prepetition indemnity agreements and director and officer insurance policies, as may be modified from time to time.

All governance documents to be in form and substance acceptable to the Required Consenting Lenders.

All holders of shares of the New Common Stock from time to time outstanding will agree that they cannot transfer any of such shares if, in the Company’s judgment, it could, or may reasonably be expected to, result in an increase in the number of holders of record of such class of its equity securities which could cause the Company to become required to register such securities under Section 12(g) of the Securities Exchange Act of 1934, as amended.

The Plan shall provide that, to the maximum extent permitted by applicable law all indemnification provisions and insurance policies currently in place (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts or otherwise) for the current and former directors, officers, managers, employees, attorneys, accountants,  investment  bankers,  and  other  professionals  of the Debtors, as applicable, shall be Reinstated, assumed, and/or remain intact and irrevocable, as applicable, and shall survive effectiveness of the Restructuring.

The Debtors shall assume any employment, confidentiality, and non- competition agreements, offer letters (including any severance set forth herein), bonus, gainshare and incentive programs, vacation, holiday pay, severance, retirement, supplemental retirement, executive retirement, pension, deferred compensation, medical, dental, vision, life and disability insurance, flexible spending account, and other health and welfare benefit plans, programs and arrangements, and all other wage, compensation, employee expense reimbursement, and other benefit obligations of the Debtors as of the Plan Effective Date.

On the Plan Effective Date, up to 10% of the fully diluted New Common Stock, in form of restricted stock grants and/or options shall be reserved for issuance pursuant to a management incentive plan, on terms to be determined by the Reorganized INAP Board.

The Debtors will be permitted to implement a bonus program on a quarterly basis for non-insider employees pursuant to the first day wages motion or by separate motion, in accordance with the terms previously disclosed to the Lenders.

The terms of the Restructuring, including whether the Restructuring is structured as a taxable transaction (in whole or in part), shall be structured to preserve or otherwise maximize favorable tax attributes (including tax basis) of the Company to the extent practicable, as determined by the Company and the Required Consenting Lenders.

On the Plan Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments, certificates, and other documents evidencing Claims or Interests, including credit agreements and indentures, shall be canceled and the obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in full and discharged.

On the applicable Plan Effective Date, the Debtors or Reorganized Debtors, as applicable, shall enter into all agreements and other documents required pursuant to the Restructuring and shall issue all securities, notes, certificates, and other instruments required to be issued pursuant to the Restructuring, including pursuant to section 1145 of the Bankruptcy Code, to the extent applicable, or another available exemption from the registration requirements of the Securities Act of 1933, as amended.

The “Carve Out” shall mean (i) all fees required to be paid to (A) the clerk of the Bankruptcy Court and (B) the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $100,000 (and any interest thereon) incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim DIP Order, final DIP Order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328 or 363 of the Bankruptcy Code (the “Debtor Professionals”) and an official committee (if appointed) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the DIP Agent or the of a Carve Out Trigger Notice (as defined herein), whether allowed by the Bankruptcy Court prior to or after delivery of a Carve Out Trigger Notice (solely with respect to the collateral under the Credit Agreement and the DIP credit agreement); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $3,000,000.00 incurred after the first business day following delivery by the DIP Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim DIP Order, final DIP Order, procedural order or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agent to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to an official committee (if appointed), which notice may be delivered following the occurrence and during the continuation of an event of default under the DIP credit agreement stating that the Post-Carve Out Trigger Notice Cap has been invoked.

The Company shall pay or reimburse all reasonable and documented fees and out-of-pocket expenses of Gibson, Dunn & Crutcher LLP and Rothschild & Co.

The Plan will provide for a retention of jurisdiction by the Bankruptcy Court for (i) resolution of Claims, (ii) allowance of compensation and expenses for pre-Plan Effective Date services, (iii) resolution of motions, adversary proceedings, or other contested matters, (iv) entry of such orders as necessary to implement or consummate the Plan and any related documents or agreements, (v) adjudication of maritime liens to the extent permitted by law, and (vi) other purposes as may be agreed.

The Plan shall provide:

Except as otherwise expressly provided in the Plan, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, including without limitation the efforts of the Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring contemplated by the Restructuring Support Agreement, on and after the Plan Effective Date, to the maximum extent permitted by applicable law, the Debtors and the Estates are deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived, and discharged each Released Party from, and covenanted not to sue on account of, any and all claims, interests, obligations (contractual or otherwise), rights, suits, damages, Causes of Action (including Avoidance Actions), remedies, and liabilities whatsoever, including any derivative claims assertable by or on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, fixed or contingent, matured or unmatured, disputed or undisputed, liquidated or unliquidated, existing or hereafter arising, in law, equity, or otherwise, that the Debtors, or the Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity (including any Debtor), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the DIP Facility Claims, the Loan Claims, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests before or during the Chapter 11 Cases, the negotiation, formulation, preparation, consummation, or dissemination of: (i) the Plan (including, for the avoidance of doubt, any plan supplement), (ii) the DIP Facility, (iii) the Working Capital Facility; (iv) the Priority Exit Facility; (v) the New Term Loan Facility, (vi) the Disclosure Statement, (vii) the Restructuring Support Agreement, or (viii) related agreements, instruments, or other documents, upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes willful misconduct, fraud, or gross negligence.

The Plan shall provide as follows (the “Holder Releases”):

Except as otherwise expressly provided in the Plan, pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, including without limitation the efforts of the Debtors and Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring contemplated by the Restructuring Support Agreement, on and after the Plan Effective Date, to the maximum extent permitted by applicable law, each Releasing Party shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived and discharged the Released Parties from, and covenanted not to sue on account of, any and all claims, interests, obligations (contractual or otherwise), rights, suits, damages, Causes of Action (including Avoidance Actions), remedies, and liabilities whatsoever, including any derivative claims assertable by or on behalf of a Debtor, whether known or unknown, foreseen or unforeseen, fixed or contingent, matured or unmatured, disputed or undisputed, liquidated or unliquidated, existing or hereafter arising, in law, equity or otherwise, that such Releasing Party would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity (including any Debtor), based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the DIP Facility Claims, the Loan Claims, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests before or during the Chapter 11 Cases, the negotiation, formulation, preparation, consummation, or dissemination of: (i) the Plan (including, for the avoidance of doubt, any plan supplement), (ii) the DIP Facility, (iii) the Working Capital Facility; (iv) the Priority Exit Facility, (v) the New Term Loan Facility, (vi) the Disclosure Statement, (vii) the Restructuring Support Agreement, or (viii) related agreements, instruments, or other documents, upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Plan Effective Date, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that constitutes willful misconduct, fraud, or gross negligence.

The Plan shall provide:

To the fullest extent permitted by applicable law, no Exculpated Party shall have or incur, and each Exculpated Party shall be released and exculpated from, any claim or Cause of Action in connection with or arising out of the administration of the Chapter 11 Cases; the negotiation and pursuit of the DIP Facility, the Working Capital Facility, the Priority Exit Facility, the New Term Loan Facility, the Management Incentive Plan, the Disclosure Statement, the Restructuring Supporting Agreement, the Restructuring, and the Plan, or the solicitation of votes for, or confirmation of, the Plan; the funding of the Plan; the occurrence of the Plan Effective Date; the administration of the Plan or the property to be distributed under the Plan; the issuance of securities under or in connection with the Plan; the purchase, sale, or rescission of the purchase or sale of any security of the Debtors or the Reorganized Debtors; or the transactions in furtherance of any of the foregoing; other than claims or Causes of Action arising out of or related to any act or omission of an Exculpated Party that is a criminal act or constitutes intentional fraud or willful misconduct as determined by a Final Order, but in all respects such Persons shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have acted in compliance with the applicable provisions of the Bankruptcy Code with regard to the solicitation and distribution of securities pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan, including the issuance of securities thereunder. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations, and any other applicable law or rules protecting such Exculpated Parties from liability.

The Plan shall contain customary conditions precedent to occurrence of the Plan Effective Date, including the following:

13)  the conditions to the effectiveness of the Working Capital Exit Facility, the Priority Exit Facility, and the New Term Loan Facility shall have been satisfied or waived in accordance with the terms of their respective agreements on or prior to the applicable Plan Effective Date, and conversion and payment of the DIP Facility shall occur concurrently with the occurrence of the Initial Plan Effective Date;

On the Existing Equity Notice Launch Date, the Debtors shall mail to Holders of Existing Equity Interests a package of materials, including (i) notice of the Chapter 11 Cases; (ii) the full text of the Holder Releases; and (iii) information regarding how such Holders may consent to the Holder Releases (the “Existing Equity Notice Materials”).

Following the Existing Equity Notice Launch Date, Holders of Existing Equity Interests shall have twenty (20) Business days to consent to the Holder Releases.

A Claim incurred by the Debtors on or after the Petition Date and before the Plan Effective Date for a cost or expense of administration of the Chapter 11 Cases entitled to priority under sections 503(b), 507(a)(2), or 507(b) of the Bankruptcy Code.

With respect to any Person, all Persons that would fall within the definition assigned to such term in section 101(2) of the Bankruptcy Code, if such Person was a debtor in a case under the Bankruptcy Code.

With reference to any Claim, a Claim arising on or before the Plan Effective Date (a) that has been scheduled on the Debtor’s schedules as undisputed, liquidated and non-contingent, (b) (i) as to which no objection to allowance has been interposed within the time period set forth in the Plan, or (ii) as to which any objection has been determined by a Final Order of the Bankruptcy Court in favor of the Holder, (c) any Claim as to which the Debtor’s liability and the amount thereof are determined by a Final Order of a court of competent jurisdiction other than the Bankruptcy Court or (d) any Claim expressly allowed under the Plan; provided, however, that notwithstanding the foregoing, the Reorganized Debtors shall retain all claims and defenses with respect to Allowed Claims that are Reinstated or otherwise Unimpaired pursuant to the Plan.

Any and all actual or potential claims and Causes of Action to avoid a transfer of property from, or an obligation incurred by, one or more of the Debtors, that arise under chapter 5 of the Bankruptcy Code, including sections 544, 545, 547, 548, 549, 550, 551, and 553(b) of the Bankruptcy Code or similar state law.

Any action, claim, cause of action, controversy, demand, right, action, remedy, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known or unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, arising before, on, or after the Petition Date, in contract or in tort, in law or in equity, or pursuant to any other theory of law. For the avoidance of doubt, “Cause of Action” includes: (a) any right of setoff or counterclaim and any claim for breach of contract or for breach of duties imposed by law or in equity; (b) the right to object to Claims or Interests; (c) any Claim pursuant to section 362 or chapter 5 of the Bankruptcy Code, including, but not limited to, Avoidance Actions; (d) any counterclaim or defense, including fraud, mistake, duress, usury, recoupment, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state law fraudulent transfer or similar claim.

The order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code and approving the Disclosure Statement and Solicitation Materials.

With respect to a particular Debtor, the estate created for such Debtor upon commencement of its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code, and the “Estates” means every Debtors’ Estate, collectively.

Collectively, and in each case in their capacities as such during the Chapter 11 Cases, (i) the Debtors, (ii) the Reorganized Debtors, (iii) any statutory committee appointed in the Chapter 11 Cases, (iv) the parties to the Restructuring Support Agreement, (v) Jefferies Finance LLC, as administrative agent and collateral agent under the Credit Agreement, (vi) the lenders and any lead arrangers, bookrunners  and syndication agents under the  Credit Agreement, (vii) the DIP Facility lenders, DIP Facility Agent, and any lead arrangers, bookrunners and syndication agents under the DIP Facility, (viii) the Priority Exit Facility lenders, and any administrative agents, collateral agents, lead arrangers, bookrunners and syndication agents and Priority Exit Facility agent under the Priority Exit Facility, (ix) the New Term Loan Facility lenders, New Term Loan Facility Agent, and any lead arrangers, bookrunners and syndication agents under the New Term Loan Facility, (x) the Consenting Lenders, and (xi) with respect to each of the foregoing Persons in clauses (i) through (x), such Persons’ predecessors, successors, assigns, subsidiaries, affiliates, managed accounts and funds, and all of their respective current and former officers and directors, principals, equity holders, members, partners, managers, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, investment managers, investment advisors, management companies, fund advisors, and other professionals, and such Persons’ respective heirs, executors, estates, and nominees, in each case in their capacity as such.

The existing common stock of INAP or any interest therein, including the right to receive shares. For the avoidance of doubt, unvested granted equity awards will be accelerated and treated equivalently to other existing common stock.

An order entered by the Bankruptcy Court or other court of competent jurisdiction: (a) that has not been reversed, stayed, modified, amended, or revoked, and as to which (i) any right to appeal or seek leave to appeal, certiorari, review, reargument, stay, or rehearing has been waived or (ii) the time to appeal or seek leave to appeal, certiorari, review, reargument, stay, or rehearing has expired and no appeal, motion for leave to appeal, or petition for certiorari, review, reargument, stay, or rehearing is pending or (b) as to which an appeal has been taken, a motion for leave to appeal, or petition for certiorari, review, reargument, stay, or rehearing has been filed and (i) such appeal, motion for leave to appeal or petition for certiorari, review, reargument, stay,  or rehearing has been resolved by the highest court to which the order or judgment was appealed or from which leave to appeal, certiorari, review, reargument, stay, or rehearing was sought and (ii) the time to appeal (in the event leave is granted) further or seek leave to appeal, certiorari, further review, reargument, stay, or rehearing has expired and no such appeal, motion for leave to appeal, or petition for certiorari, further review, reargument, stay, or rehearing is pending.

Any Claims as of the Petition Date (other than Intercompany Claims) that are neither Secured nor entitled to priority under the Bankruptcy Code or any order of the Bankruptcy Court.

With respect to any class of Claims or Interests, a class of Claims or Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

Any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

An individual, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated association, governmental entity, or political subdivision thereof, or any other entity.

The date selected by the Debtors on which all conditions to the Plan Effective Date have been satisfied or waived in accordance with the Plan.

With respect to Claims and Interests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124 of the Bankruptcy Code.

To the extent such party has not opted out of being a Releasing Party, all of the following, each in their respective capacities as such: (i) the Debtors, (ii) the Reorganized Debtors, (iii) to the extent that the applicable foregoing Entity has not opted out of being a Releasing Party, each of the foregoing Entities’ respective successors, assigns, current and former shareholders, subsidiaries, directors, officers, funds, affiliates, members, employees, partners, limited partners, general partners, members, management companies, investment managers, investment advisors, investment bankers, financial advisors, restructuring advisors, accountants, managers, agents, representatives, principals, consultants, attorneys, and professional advisors (each in their capacity as such), and (iv) each such Entity’s predecessors.

Each in their respective capacities as such: (i) the Debtors; (ii) the Released Parties (each in their capacity as such); (iii) the Holders of all Claims who vote to accept the Plan, (iv) Holders of Existing Equity Interests who consent to the Holder Release, and (v) the Holders of all Claims or Interests to the maximum extent permitted by law.

INAP, as reorganized pursuant to and under the Plan or any successor thereto, or such other entity type as determined by the Company.

When referring to a Claim: (a) secured by a lien on property in which any of Debtors has an interest, which lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Final Order of the Bankruptcy Court, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Debtors’ interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (b) allowed pursuant to the Plan, or separate Final Order of the Bankruptcy Court, as a secured claim.

Claims consisting of any prepetition Claim that is subject to subordination in accordance with sections 510(b)-(c) of the Bankruptcy Code or otherwise.

On the Plan Effective Date, the Issuer will issue the New Warrants. The New Warrants will entitle the holders thereof (collectively, the “Holders”) to receive, upon the exercise of the New Warrants, New Common Stock of Issuer representing in the aggregate ten percent (10%) of the total outstanding New Common Stock, calculated as of the Plan Effective Date and assuming the exercise of all such New Warrants, but subject to dilution, in each case, by the Management Incentive Plan. For the avoidance of doubt, the New Warrants shall be subject to the Warrant Agreement, which shall be in form and substance acceptable to the Required Consenting Lenders.

The exercise price for the New Warrants (the “Exercise Price”) will be fixed as of the Plan Effective Date and shall be calculated to imply an equity value at which the Holders of Allowed Loan Claims recover (together with New Term Loans valued at par plus accrued interest) par plus accrued interest on their Allowed Loan Claims.

The New Warrants will expire on the earlier of (x) the fourth (4th) anniversary of the Plan Effective Date and (y) a change of control, a sale of all or substantially all of the Company’s assets, or any other corporate reorganization (the “Expiration Date”).

The New Warrants shall be exercisable, at the option of the Holder thereof, at any time and from time to time prior to the Expiration Date, in whole or in part, into New Common Stock, by delivering to Issuer such New Warrant(s), together with a notice of exercise of such New Warrant(s). The issuance of New Common Stock pursuant to the exercise of New Warrants (collectively, the “Warrant Shares”) shall be subject to payment in full by the Holder of the applicable Exercise Price by delivery to Issuer of a certified or official bank check or by wire transfer of immediately available funds in the amount of the aggregate Exercise Price for such Warrant Shares.

Neither the New Warrants nor anything contained in the definitive documentation for the New Warrants shall be construed as conferring upon the Holders thereof the right to vote or to consent or to receive notice as a holder of New Common Stock in respect of any meeting of holders of New Common Stock for the election of directors of Issuer or any other matter, to receive dividends, or to have or be entitled to any rights as holders of New Common Stock.

Holders of Warrant Shares issued upon exercise of New Warrants shall have the same voting and other rights as other holders of New Common Stock in Issuer.

The New Warrants shall be transferrable, subject to applicable securities laws (including securities laws applicable to the Issuer as a private company).

For the avoidance of doubt, the holders of Warrants, and the shares of Common Stock issued upon exercise thereof, will be required to agree that they cannot transfer any such Warrants or shares if, in the Company’s judgment such transfer could, or may be reasonably expected to, result in an increase the number of holders of record of such class of its equity securities which could cause the Company to become required to register such securities under Section 12(g) of the Securities Exchange Act of 1934, as amended.

The terms and conditions of the New Warrants may be amended by the Reorganized INAP Board; provided that any amendment that would affect the term, Exercise Price, the manner of payment upon exercise, the number of Warrant Shares for which the New Warrants may be exercised, or would otherwise materially and adversely affect the Holders of New Warrants shall require the written consent of the affected Holder.