*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

(1)	Based on 142,145,054 Common Shares of Intelsat S.A. (the “Issuer”) outstanding as of November 3, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC” or “Commission”) on November 5, 2020.

(1)	Based on 142,145,054 Common Shares of the Issuer outstanding as of November 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.

(1)	Based on 142,145,054 Common Shares of the Issuer outstanding as of November 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 5, 2020.

Holder		Total Number of Common Shares
Cyrus Opportunities Master Fund II, Ltd.		4,672,663
CRS Master Fund, L.P.		1,851,839
Crescent 1, L.P.		1,959,504
Cyrus Select Opportunities Mater Fund, Ltd.		549,092
Canary SC Master Fund, L.P.		1,485,777
Cyrus 1740 Master Fund, L.P.		247,629

Exhibit

Description

99.1	Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons (as previously filed with the Commission on the Reporting Persons' Schedule 13D in respect of the Issuer on May 4, 2020, and is incorporated in its entirety by reference herein).

	CYRUS CAPITAL PARTNERS, L.P.
	By:		Cyrus Capital Partners GP, L.L.C.,
			its general partner
	By:		/s/ Stephen C. Freidheim
	Name:		Stephen C. Freidheim
	Title:		Sole Member/Manager
	CYRUS CAPITAL PARTNERS GP, L.L.C.
	By:		/s/ Stephen C. Freidheim
	Name:		Stephen C. Freidheim
	Title:		Sole Member/Manager
	/s/ Stephen C. Freidheim
	STEPHEN C. FREIDHEIM

This Cooperation Agreement (and any other exhibits, schedules, or annexes attached hereto, the “Agreement”), dated as of January 19, 2021, is entered into by and among certain beneficial holders of the Convertible Notes (defined below) and/or the investment advisors, sub-advisors or managers of certain beneficial holders of the Convertible Notes identified on the signature pages hereto (each such person or entity, together with each of their respective successors and permitted assigns, an “Initial Cooperating Noteholder”, and collectively with such additional persons or entities that become a party hereto after the effective date hereof, by executing and delivering a Joinder Agreement (as defined herein) in accordance with the terms hereof (each such additional persons or entities, together with their respective successors and permitted assigns, and together with the Initial Cooperating Noteholders, collectively the “Cooperating Noteholders”).  Each of the Cooperating Noteholders and their respective successors and assigns is also referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Intelsat S.A. issued 4.50% Convertible Notes due 2025 (the “Convertible Notes”) pursuant to that certain Indenture dated as of June 18, 2018 (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Indenture”), among Intelsat S.A., as Issuer, Intelsat Envision Holdings LLC as Guarantor and BOKF, N.A, as successor Trustee (the “Trustee”);

WHEREAS, on or about April 14, 2020, Intelsat S.A. and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) commenced voluntary chapter 11 cases (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Eastern District of Virginia, jointly consolidated under Case No. 20-32299(KLP);

WHEREAS, an ad hoc group of beneficial holders (or nominees, investment managers, advisors or subadvisors for the beneficial holders) of the Convertible Notes (as may be reconstituted from time to time, the “Ad Hoc Group”) formed and retained, among others, Stroock & Stroock & Lavan LLP (“Stroock”, and together with the other advisors to the Ad Hoc Group, the “Ad Hoc Group Advisors”) as its counsel in connection with the Debtors’ Chapter 11 Cases; and

NOW THEREFORE, in consideration of the foregoing recitals, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Each Party hereto may communicate with any person or entity, including, but not limited to, other holders of the Convertible Notes, the Debtors, other creditors in the Chapter 11 Cases and any of their respective advisors or representatives or any party acting on their behalf, subject in each case to Section 1 hereof.

This Agreement shall in no way be construed to preclude any Cooperating Noteholder from acquiring on its or its clients’ behalf additional Convertible Notes; provided, however, that any such additional Convertible Notes so acquired shall automatically be subject to the terms of this Agreement; provided, further, that any such Cooperating Noteholders shall promptly provide written notice of such acquisition of additional Convertible Notes to Stroock.

This Agreement shall become effective on the Agreement Effective Date; provided further, that as to any Cooperating Noteholders who are not Initial Cooperating Noteholders, this Agreement shall become effective on the date that such new Cooperating Noteholder executes a Joinder Agreement.

Upon the occurrence of a Termination Event, this Agreement shall automatically terminate and shall be of no further force and effect and no Party shall have any continuing liability or obligation to any other Party hereunder and each Party shall have all of the rights and remedies available to it under applicable law and/or the Indenture, and any ancillary documents or agreements thereto, including under this Agreement; provided, however, that no termination shall relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the Noteholder Termination Date or the date of a Termination Event.

Each Party (severally and not jointly) represents, covenants and warrants to the other Parties, only as to itself and not as to each of the other Parties, that the following statements are true and correct as of the date hereof with respect to such Party (or the date such Party becomes a party to this Agreement pursuant to Section 3 hereof):

Each Party acknowledges and agrees that the terms of this Agreement (but not the existence thereof) shall remain confidential and the amount of Convertible Notes held by each Cooperating Noteholder shall be disclosed only to the Ad Hoc Group Advisors and shall not be disclosed to any other person without the prior consent of such Cooperating Noteholder; provided, however, the Ad Hoc Group Advisors may disclose (i) the names of the Parties, the existence of this Agreement and the amount of the Convertible Notes held by the Parties in the aggregate as of the date of such disclosure (the “Basic Information”) to the Trustee and to the Debtors and their respective advisors, (ii) such information with respect to the holdings of a Cooperating Noteholder as otherwise may be required by law (including, without limitation, Rule 2019 of the Federal Rules of Bankruptcy Procedure), regulation or court proceeding or requested by a regulatory, self-regulatory or supervisory authority; or (iii) as otherwise agreed to in writing by each affected Party hereto; provided, however, that each Party shall be permitted to disclose (x) the Basic Information to other holders of Convertible Notes, (y) the Basic Information and a copy of this Agreement (without any of the signature pages to the Agreement) to any actual or potential transferee in connection with an actual or potential transfer in accordance with Section 3 hereof, and (z) such information as may be required by law, court proceeding, or regulation (including, without limitation, in connection with any securities‑related disclosure requirements) or requested by a regulatory, self-regulatory or supervisory authority.  For the avoidance of doubt, no Party shall disclose the Outside Termination Date or the consent threshold for an Approved Plan to any person or entity that is not a Party hereto, except in connection with clauses (y) and (z) of this Section 9.

Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each Party hereto to protect and preserve its rights, remedies and interests, including without limitation, its claims against the Debtors.  If this Agreement is terminated for any reason, the Parties reserve any and all rights.  Nothing contained herein shall be construed as or be deemed to be evidence of an admission of any kind on the part of any Party.  Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the Agreement’s terms.

This Agreement may not be modified, amended or supplemented, except in a writing signed by the Requisite Cooperating Noteholders; provided, however, that this Section 11, the and the definitions of Approved Plan, Outside Termination Date and Requisite Cooperating Noteholders may not be modified, amended or supplemented without the written consent of each Cooperating Noteholder; provided, further, that if the proposed modification, amendment, or supplement, has a material, disproportionate, and adverse effect on any Cooperating Noteholder, then the consent of each such affected Cooperating Noteholder shall also be required to effectuate such modification, amendment, or supplement.

This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators and representatives; provided, however, that nothing contained in this Section shall be deemed to permit Transfers other than in accordance with Section 3 of this Agreement.

Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties hereto and no other person or entity shall be a third-party beneficiary hereof. No Party shall have any responsibility for any trading by any other entity by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this understanding and agreement. The Parties have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any shares of common stock or other capital stock of the Debtors and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No Party shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Party, and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon any Party any obligations in respect of this Agreement except as expressly set forth herein.

Nothing contained herein shall be construed as an offer or acceptance with respect to any securities or a solicitation of acceptances of a chapter 11 plan within the meaning of section 1125 of Title 11 of the United States Code.

It is understood and agreed by each of the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, without the necessity of proving the inadequacy of money damages as a remedy. Each Party agrees to waive any requirement for the securing or posting of a bond in connection with such remedy.

If any Party brings an action against any other Party based upon a breach by such other Party of its obligations hereunder, the prevailing Party shall be entitled to all reasonable expenses incurred, including reasonable attorneys’, accountants’ and financial advisors’ fees in connection with such action.

All written notices given hereunder or contemplated hereby may be given by email, as follows: (i) if addressed to any Cooperating Noteholder, to the email address on the signature page of such Cooperating Noteholder to this Agreement; and (ii) if addressed to Stroock, by email to Kristopher M. Hansen, Esq. at khansen@stroock.com, Daniel A. Fliman, Esq. at dfliman@stroock.com, Sayan Bhattacharyya, Esq. at sbhattacharyya@stroock.com, and Isaac S. Sasson, Esq. at isasson@stroock.com.

Each Party acknowledges that it has been represented by counsel (or had the opportunity to and waived its right to do so) in connection with this Agreement.  Accordingly, any rule of law or any legal decision that would provide any Party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.  The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.  None of the Parties hereto shall have any term or provision construed against such Party solely by reason of such Party having drafted the same.

If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof or this Agreement shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.  Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES FOR ITSELF THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION, SUIT OR PROCEEDING, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, COUNTY OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, GENERALLY AND UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING, AND WAIVES ANY OBJECTION IT MAY HAVE TO VENUE OR THE CONVENIENCE OF THE FORUM.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Notwithstanding the termination of this Agreement pursuant to Sections 6 and 7 hereof, the agreements and obligations of the Parties in this Section 20 and Sections 7, 8, 9, 10, 12, 13, 14, 15, 18, 19, and 21 shall survive such termination and shall continue in full force and effect in accordance with the terms hereof.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

“Agreement Effective Date” means the date that holders of at least [****]% of the outstanding principal amount of the Convertible Notes execute this Agreement

“Outside Termination Date” means 11:59 p.m. (prevailing Eastern time) on the date that is [****] days after the occurrence of the Agreement Effective Date; provided, the Outside Termination Date may be extended for up to [****] upon written consent (which may be by email to Stroock) of the Requisite Cooperating Noteholders; provided, further, the Outside Termination Date may be further extended for up to [****] upon written consent (which may be by email to Stroock) of Cooperating Noteholders that are members of the Ad Hoc Group and who, in the aggregate as of the date of determination, own or control at least [****]% in aggregate principal amount of the Convertible Notes owned or controlled by all members of the Ad Hoc Group as of such date; provided, further, that following the expiration of such extensions, the Outside Termination Date may only be extended upon the written consent (which may be by email to Stroock) of [****].

“Requisite Cooperating Noteholders” means as of any date of determination, Cooperating Noteholders that are members of the Ad Hoc Group and who, in the aggregate as of such date, own or control at least [****]% in aggregate principal amount of the Convertible Notes owned or controlled by all members of the Ad Hoc Group as of such date.

This JOINDER AGREEMENT (this “Joinder Agreement”) to the Cooperation Agreement, dated as of January 19, 2021 as amended, supplemented, amended and restated or otherwise modified from time to time, the “Agreement”), by and among certain holders of Convertible Notes (as defined therein) and/or their investment advisors or managers identified on the signature pages thereto, is executed and delivered by _______________________________ (the “Joining Party”) as of ______________, 2021.  Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.

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IN WITNESS WHEREOF, the Joining Party has executed this Joinder Agreement as of the date first above written.

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Exhibit 99.3

This Amended and Restated ROFR Agreement (the “Agreement”), dated as of January 22, 2021, is entered into by and among certain beneficial holders of the Convertible Notes (as defined below) and/or the investment managers, advisors or sub-advisors of certain beneficial holders of the Convertible Notes (each, a “Convertible Noteholder” and, collectively, the “Convertible Noteholders”) that are identified on the signature pages hereto (collectively, the “Initial Noteholder Parties”) or that become a party to this Agreement after the Effective Date (as defined below) (such parties, the “Additional Noteholder Parties”) by executing and delivering a joinder agreement (a form of which is annexed hereto as Exhibit A, (the “Joinder Agreement”)) (the Initial Noteholder Parties and the Additional Noteholder Parties each, together with each of their respective successors, permitted assigns and affiliates, a “Noteholder Party” and collectively, the “Noteholder Parties”).

WHEREAS, Intelsat S.A. (“S.A.”) issued 4.5% Convertible Senior Notes due 2025 (the “Convertible Notes”) pursuant to that certain Indenture dated as of June 18, 2018 (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Convertible Notes Indenture”), among S.A., as issuer, the guarantors from time to time party thereto and BOKF, N.A, as successor trustee, collateral agent, registrar and paying agent thereunder;

WHEREAS, on or about April 14, 2020, S.A. and each of its direct and indirect subsidiaries (collectively, the “Company”) commenced voluntary chapter 11 cases (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Eastern District of Virginia;

WHEREAS, an ad hoc group of Convertible Noteholders (the “Ad Hoc Group”) formed and retained, among others, Stroock & Stroock & Lavan LLP (“Stroock”) as its counsel in connection with the Company’s Chapter 11 Cases;

WHEREAS, on January 13, 2021, the Initial Noteholder Parties entered into that certain ROFR Agreement (the “ROFR Agreement”);

WHEREAS, the Initial Noteholder Parties desire to amend and restate the ROFR Agreement pursuant to the terms of, and by executing and delivering, this Agreement; and

WHEREAS, each Noteholder Party is prepared to refrain from selling, transferring, exchanging, assigning or otherwise disposing of any of the Convertible Notes held by such Noteholder Party except as expressly permitted herein.

NOW THEREFORE, in consideration of the foregoing recitals, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Noteholder Parties, intending to be legally bound, agree as follows:

In the event that more than one Noteholder Party elects to exercise the ROFR Right, then, unless otherwise agreed to in writing (which may be by email) among the electing Noteholder Parties, the purchase rights will be allocated ratably by reference to the outstanding principal amount of Convertible Notes then held by each electing Noteholder Party as compared to the aggregate outstanding principal amount of Convertible Notes then held by all electing Noteholder Parties.

This Agreement shall in no way be construed to preclude any Noteholder Party from acquiring on its or its Affiliates’, Related Funds’ or clients’ behalf additional Convertible Notes; provided, however, that any such additional Convertible Notes so acquired shall automatically be subject to the terms of this Agreement; provided, further, that any such Noteholder Parties shall provide written notice of such acquisition of additional Convertible Notes to Stroock within two (2) business days of such acquisition.

This Agreement shall become effective (x) as to the Initial Noteholder Parties on such date that holders of at least 34% of the outstanding principal amount of the Convertible Notes execute this Agreement and (y) as to an Additional Noteholder Party upon the execution and delivery of a Joinder Agreement by such Additional Noteholder Party (the “Effective Date”).

Upon the occurrence of a Termination Event, this Agreement shall automatically terminate and shall be of no further force and effect and no Noteholder Party shall have any continuing liability or obligation to any other Noteholder Party; provided, however, that no termination shall relieve any Noteholder Party from liability for its breach or non-performance of its obligations hereunder prior to the Noteholder Termination Date or the date of a Termination Event.

Each Noteholder Party (severally and not jointly) represents, covenants and warrants to each other Noteholder Party, only as to itself and not as to each of the other Noteholder Parties, that the following statements are true and correct as of the date hereof with respect to such Noteholder Party:

Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each Noteholder Party to protect and preserve its rights, remedies and interests, including without limitation, its claims against the Company.  If this Agreement is terminated for any reason, the Noteholder Parties reserve any and all rights.  Nothing contained herein shall be construed as or be deemed to be evidence of an admission of any kind on the part of any Noteholder Party.  Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the Agreement’s terms.

This Agreement may not be modified, amended or supplemented, except in a writing signed by Noteholder Parties holding, in the aggregate, at least 80% of the outstanding principal amount of Convertible Notes held by all of the Noteholder Parties as the date of such modification, amendment or supplement; provided, however, that neither this clause nor the preceding clause of this Section 8 may be modified, amended or supplemented, except in a writing signed by each Noteholder Party; provided, further, that if the proposed modification, amendment, or supplement, has a material, disproportionate, and adverse effect on any Noteholder Party, then the consent of each such affected Noteholder Party shall also be required to effectuate such modification, amendment, or supplement.

This Agreement is intended to bind and inure to the benefit of the Noteholder Parties and their respective successors, assigns, heirs, executors, administrators and representatives; provided, however, that nothing contained in this Section shall be deemed to permit Transfers other than in accordance with Section 1 of this Agreement.

Unless expressly stated herein, this Agreement shall be solely for the benefit of the Noteholder Parties and no other person or entity shall be a third-party beneficiary hereof.  No Noteholder Party shall have any responsibility for any trading by any other entity by virtue of this Agreement.  No prior history, pattern, or practice of sharing confidences among or between the Noteholder Parties shall in any way affect or negate this understanding and agreement.  The Noteholder Parties have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity interests of the Company and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended.  No Noteholder Party shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Noteholder Party, and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon any Noteholder Party any obligations in respect of this Agreement except as expressly set forth herein.

Nothing contained herein shall be construed as an offer or acceptance with respect to any securities or a solicitation of acceptances of a chapter 11 plan within the meaning of section 1125 of Title 11 of the United States Code.

It is understood and agreed by each Noteholder Party that money damages would not be a sufficient remedy for any breach of this Agreement by any Noteholder Party and each non-breaching Noteholder Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, without the necessity of proving the inadequacy of money damages as a remedy.  Each Noteholder Party agrees to waive any requirement for the securing or posting of a bond in connection with such remedy.

All written notices given hereunder or contemplated hereby may be given by email, as follows: (i) if addressed to any Noteholder Party, to the email address on the signature page of such Noteholder Party to this Agreement; and (ii) if addressed to Stroock, by email to Kristopher M. Hansen, Esq. at khansen@stroock.com, Daniel A. Fliman, Esq. at dliman@stroock.com, Sayan Bhattacharyya, Esq. at sbhattacharyya@stroock.com, and Isaac S. Sasson, Esq. at isasson@stroock.com.

Each Noteholder Party acknowledges that it has been represented by counsel (or had the opportunity to and waived its right to do so) in connection with this Agreement.  Accordingly, any rule of law or any legal decision that would provide any Noteholder Party with a defense to the enforcement of the terms of this Agreement against such Noteholder Party based upon lack of legal counsel shall have no application and is expressly waived.  The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Noteholder Parties.  None of the Noteholder Parties shall have any term or provision construed against such Noteholder Party solely by reason of such Noteholder Party having drafted the same.

If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof or this Agreement shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Noteholder Party.  Upon any such determination of invalidity, the Noteholder Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Noteholder Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH NOTEHOLDER PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES FOR ITSELF THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION, SUIT OR PROCEEDING, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, COUNTY OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH NOTEHOLDER PARTY IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, GENERALLY AND UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING, AND WAIVES ANY OBJECTION IT MAY HAVE TO VENUE OR THE CONVENIENCE OF THE FORUM.  EACH NOTEHOLDER PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Notwithstanding the termination of this Agreement pursuant to Sections 4 and 5 hereof, the agreements and obligations of the Noteholder Parties in this Section 16 and Sections 5, 6, 10, 11, 12, 14, 15, and 17 shall survive such termination and shall continue in full force and effect in accordance with the terms hereof.

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IN WITNESS WHEREOF, the Noteholder Parties have executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the Noteholder Parties have executed this Agreement as of the date first above written.

Form of Joinder Agreement

The undersigned hereby acknowledges that it has reviewed and understands the Amended and Restated ROFR Agreement (as amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”) dated as of January 22, 2021, by and by and among certain beneficial holders of the Convertible Notes and/or the investment managers, advisors or sub-advisors of certain beneficial holders of the Convertible Notes identified on the signature pages thereto, and agrees to be bound as a Noteholder Party to the terms and conditions thereof binding on the Noteholder Parties with respect to all Convertible Notes held by the undersigned.¹

The undersigned hereby makes the representations and warranties of the Noteholders Parties set forth in Section 6 of the Agreement to each other Noteholder Party, effective as of the date hereof.

This joinder agreement shall be governed by the governing law set forth in the Agreement.

IN WITNESS WHEREOF, the Noteholder Parties have executed this joinder as of the date written below.

¹ Defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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