Common use of Rights Offering Clause in Contracts

Rights Offering. In accordance with the terms of the Backstop Agreement, the Debtors may implement a rights offering (the “Rights Offering”) for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors (the “Rights Offering Notes”) or other securities as agreed upon by the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount of the Rights Offering Notes may be increased by the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statement

Rights Offering. In accordance with This Term Sheet describes (a) the terms of the Backstop Agreement, the Debtors may implement a proposed rights offering (the “Unsecured Rights Offering”) for the issuance of convertible unsecured subordinated notes a number of the Reorganized Debtors shares of common stock (the “Unsecured Rights Offering NotesShares”) or other securities in a newly-formed Delaware corporation (the “Issuer”) for an aggregate purchase price of $319,004,408 at a price per share to be determined using the Plan Value (as agreed upon by the Debtors and the Creditors Committee, on the terms set out defined in the Backstop Agreement. As of Restructuring Term Sheet (as defined below)) and applying a 20% discount thereto (the Effective Date“Per Share Price”) and (b) the proposed rights offering (the “Secured Rights Offering” and together with the Unsecured Rights Offering, the “Rights Offerings”) of a number of shares of Issuer common stock (the “Secured Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and Shares” and, together with the amount of the Unsecured Rights Offering Notes may be increased by the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop AgreementShares, the “Rights Offering Notes IndentureShares”), which for an aggregate purchase price of $210,995,592 at a price per share equal to the Per Share Price. The aggregate number of Rights Offering Shares shall be in form and substance reasonably satisfactory acceptable to the Creditors Committee, along with a registration rights agreement Requisite Commitment Parties (as may defined below). The Rights Offering will be amended, supplemented or modified consistent with conducted by the terms Company on behalf of the Backstop AgreementIssuer, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or formed no more than one business day before the Effective Date. The number , and the Plan (as defined below) will provide that the rights and obligations of Rights Offering Notes for which any Eligible Holder may subscribe the Company hereunder will vest in the Rights Offering may Issuer on the Effective Date. Notwithstanding anything contained herein, the Requisite Commitment Parties will have the right, at any time prior to the Disclosure Statement hearing, to elect to require that (a) the Issuer be decreased organized as a Delaware limited liability company instead of a Delaware corporation, (b) the Issuer be formed and owned by the Debtors prior to the Effective Date, and/or (c) the Debtors use reasonably best efforts to either (i) cause Linn Energy, LLC’s registration under Section 12 of the Exchange Act to be terminated on the Effective Date or as promptly as practicable thereafter or (ii) cause the Issuer to be registered under Section 12 of the Exchange Act (as the “successor issuer” to Linn Energy, LLC or otherwise) on the Effective Date or as promptly as practicable thereafter; provided, however, that if the Debtors determine, in their reasonable discretion, that causing the Issuer to be formed and owned by the Debtors would lead to a material risk of any negative tax consequences to any Debtor (including, but not limited to, a material risk of tax liability at LinnCo LLC), the Debtors shall not be required to form and/or own the Issuer; provided, further, however, that in a case where the Issuer is not formed or owned by the Debtors, the Requisite Commitment Parties may cause the Issuer to be formed by a non-Debtor, non-Commitment Party third party (provided that in the reasonable judgment of the Debtors such formation does not result in a material risk of any negative tax consequences to any Debtor (including, but not limited to, a material risk of tax liability at LinnCo LLC)); provided, further, however, that for the avoidance of doubt, in all cases, the Debtors shall conduct the Unsecured Rights Offering and the Reorganized Secured Rights Offering, including where the Issuer is not formed or owned by the Debtors (in which case the Debtors shall conduct the Unsecured Rights Offering and the Secured Rights Offering on the Issuer’s behalf), the Issuer shall not be owned by any of the Commitment Parties prior to the extent requiredclosing of the Unsecured Rights Offering and the Secured Rights Offering, after consultation with the Creditors Committee or as required by Issuer shall be a successor to the Bankruptcy Court, to allow Debtor under the Plan and the Rights Offering to Offerings will be exempt from registration under the Securities Act of 1933 pursuant to Section 1145 of the Bankruptcy Code Code, and the Issuer’s formation documents will provide that the Issuer’s initial board of directors will be constituted on the Effective Date pursuant to the Plan and will be the continuing directors and will adopt resolutions authorizing the Issuer to do all actions required to consummate the Unsecured Rights Offering, the Secured Rights Offering and the Plan. The Issuer shall form a wholly-owned Delaware limited liability company that will be the issuer of EIP (as defined below) units; provided, however, that if the Issuer is organized as a Delaware limited liability company, the Issuer will be the issuer of the EIP. The Secured Rights Offering shall be open to all holders of Allowed LINN Second Lien Notes Claims and the Unsecured Rights Offering shall be open to all holders of Allowed LINN Unsecured Notes Claims as of a record date, and shall be implemented in connection with a joint plan of reorganization to be filed for the Debtors in the Chapter 11 Cases (as may be amended, supplemented, or otherwise modified from time to time consistent with the terms of the Restructuring Support Agreement and otherwise reasonably satisfactory to the Requisite Commitment Parties, the “Section 1145 CutbackPlan”), which shall be substantially on the terms set forth in the restructuring term sheet attached as Exhibit A to the Restructuring Support Agreement (as amended, supplemented, or otherwise modified from time to time consistent with the terms of the Restructuring Support Agreement, the “Restructuring Term Sheet”). The Debtors issuance of the Subscription Rights (as defined below) and the issuance of Rights Offering Shares upon the exercise thereof shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state securities laws or pursuant to a registration statementsection 1145 of the Bankruptcy Code.

Rights Offering. In Eligible HoldCo Noteholders have the right, but not the obligation, to participate in the HoldCo Noteholders Rights Offering, and Eligible HoldCo Equityholders have the right, but not the obligation, to participate in the HoldCo Equityholders Rights Offering. Eligible HoldCo Noteholders as of the Record Date shall receive rights to subscribe for their pro rata portion of the HoldCo Noteholders Rights Offering Shares, and Eligible HoldCo Equityholders as of the Record Date shall receive rights to subscribe for their pro rata portion of the HoldCo Equityholders Rights Offering Shares. Subject to the terms and conditions set forth in the Plan and these Rights Offering Procedures, each Eligible HoldCo Noteholder as of the Record Date is entitled to receive rights to subscribe for up to [●] HoldCo Noteholders Rights Offering Shares per $1,000 of Principal Amount of 5.75% Senior Notes Due 2018 issued by the Company and up to [●] HoldCo Noteholders Rights Offering Shares per $1,000 of Principal Amount of 6.125% Senior Notes Due 2024 issued by Company at the Purchase Price. The difference in the number of Rights Offering Shares that an Eligible HoldCo Noteholder is entitled to subscribe for with respect to each series of HoldCo Notes is to take into account the differing amounts, as of the Record Date, of pre-petition accrued and unpaid interest thereon. Subject to the terms and conditions set forth in the Plan and these Rights Offering Procedures, each Eligible HoldCo Equityholder as of the Record Date is entitled to receive rights to subscribe for up to [●] HoldCo Equityholders Rights Offering Shares per HoldCo Equity Interest at the Purchase Price. There will be no over-subscription privilege in the Rights Offering. Any Rights Offering Shares that are unsubscribed by the Eligible Holders entitled thereto will not be offered to other Eligible Holders but will be purchased by the applicable Commitment Parties in accordance with the Backstop Agreement. Subject to the terms and conditions of the Backstop Agreement, the Debtors may implement a rights offering (the “Rights Offering”) for the issuance of convertible unsecured subordinated notes each Commitment Party is obligated to purchase its pro rata portion of the Reorganized Debtors (the “applicable Rights Offering Notes”) or other securities as agreed upon by Shares. To the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, extent the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million Shares are distributed and the amount of the Rights Offering Notes may be increased by the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from without registration under the Securities Act pursuant to Act, in reliance upon the exemption provided in Section 1145 of the Bankruptcy Code (the Code, any Eligible Holder that subscribes for Rights Offering Shares and is deemed to be an “underwriter” under Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions 1145(b) of the Rights OfferingBankruptcy Code will be subject to restrictions under the Securities Act on its ability to resell those securities. Resale restrictions are discussed in more detail in Article [●] of the Disclosure Statement, and effectuate entitled “Certain Securities Law Matters.” To the distribution of extent the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims Shares are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, distributed and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act issued with registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act, any Eligible Holder that subscribes for Rights Offering Shares and is deemed to be an “affiliate” under Rule 144 may be subject to restrictions under Rule 144 on its ability to resell those securities. After consummation Resale restrictions are discussed in more detail in Article [●] of the Rights OfferingDisclosure Statement, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the entitled “Certain Securities Act or any applicable state laws or pursuant to a registration statementLaw Matters.” SUBJECT TO THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING PROCEDURES AND THE BACKSTOP AGREEMENT IN THE CASE OF ANY COMMITMENT PARTY, ALL SUBSCRIPTIONS SET FORTH IN THE APPLICABLE BENEFICIAL HOLDER SUBSCRIPTION FORM(S) ARE IRREVOCABLE.

Rights Offering. In accordance Concurrently with the terms of the Backstop AgreementPrison Realty Stockholder Approval, the Debtors may implement Prison Realty shall conduct a single rights offering (the “"Rights Offering”") for in which the issuance holders of convertible unsecured subordinated notes of the Reorganized Debtors Prison Realty Common Stock (the “Rights Offering Notes”"Eligible Holders") or other securities as agreed upon by the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, record date for the Rights Offering Notes (the "Rights Offering Record Date") will be in an aggregate principal amount not eligible to exceed $500 million and the amount of participate; provided, however, that the Rights Offering Notes may Record Date shall be increased by the Debtors established and announced in accordance with the terms applicable provisions of Rule 10b-17 promulgated under the Exchange Act and the applicable rules of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure StatementNYSE. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to consummated on the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Initial Closing Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of In the Rights Offering, the Unsubscribed Notes may not Eligible Holders will be offered or sold except pursuant non-transferable rights to purchase for cash up to $75.0 million in Rights Offering Units, with each unit consisting of a pro-rata portion of the Rights Offering Shares and Rights Offering Warrants, with an issuance date on the date of the consummation of the closing of the Rights Offering. The rights to purchase Rights Offering Units shall be allocated among the Eligible Holders pro-rata based on the respective number of shares of Prison Realty Common Stock held by such Eligible Holders on the Rights Offering Record Date (rounded down in the case of fractional shares to the nearest whole number of shares) and, in the event that not all Eligible Holders exercise their right to purchase in full, Eligible Holders who exercise their right to purchase in full shall be entitled to subscribe for up to an exemption from additional five times (5x) the registration requirements number of Rights Offering Units that the Eligible Holder was initially entitled to subscribe for, provided that all Rights Offering Units not originally subscribed for shall be pro-rated in accordance with all such additional requests. The Rights Offering will provide that any exercise thereof is irrevocable. In the event that Eligible Holders subscribe for less than $10.0 million in Rights Offering Units, Prison Realty shall terminate the Rights Offering without issuing any Rights Offering Shares or Rights Offering Warrants and the Investors shall purchase the full number of Initial Shares and Initial Warrants. In such event, all rights will expire without value and all subscription payments received by Prison Realty or its agent will be returned promptly, without interest. Prison Realty will use its reasonable best efforts to ensure that (i) the Rights Offering will be conducted in compliance with all applicable securities laws, (ii) that the Rights Offering Shares and the shares of Prison Realty Common Stock to be issued upon the exercise of the Securities Act or any applicable state laws or pursuant Rights Offering Warrants will be subject to a registration statementstatement which shall have been declared effective by the SEC, and no stop order suspending the effectiveness of the registration shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC, and (iii) the Rights Offering Shares and the shares of Prison Realty Common Stock to be issued upon the exercise of the Rights Offering Warrants, shall be listed on the NYSE, the NASDAQ National Market System or other national securities exchange, subject to satisfying the eligibility requirements thereof.

Rights Offering. In accordance with Following approval by the terms Bankruptcy Court of the Backstop Agreement, the Debtors may implement a rights offering (the “Rights Offering”) for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors (the “Rights Offering Notes”) or other securities as agreed upon by the Debtors Disclosure Statement and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount of Procedures, Hertz Parent shall conduct the Rights Offering Notes may be increased by the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes Procedures and Equity Commitment Documents. Instead of receiving New Warrants, each Holder of Existing Hertz Parent Interests may elect to be held in escrow pending Allowance of certain Claims. The issued Shareholder Subscription Rights to purchase, pursuant to the terms of the Rights Offering Notes are set forth in Exhibit E Procedures, its Pro Rata allocation of the Rights Offering to the Disclosure Statementextent it is an Eligible Existing Hertz Shareholder. The Such election shall be made if and when such Eligible Existing Hertz Shareholder exercises such Subscription Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which Procedures. Each Holder of Allowed Unsecured Funded Debt Claims shall be in form and substance reasonably satisfactory issued Bondholder Subscription Rights to the Creditors Committeepurchase, along with a registration rights agreement (as may be amended, supplemented or modified consistent with pursuant to the terms of the Backstop AgreementRights Offering Procedures, its Pro Rata allocation of the Rights Offering to the extent any such amounts remain unsubscribed and unfunded by Holders of Allowed Existing Hertz Parent Interests and the applicable Holder of an Allowed Unsecured Funded Debt Claim is an Eligible Unsecured Funded Debt Holder. Any transfer of an Existing Hertz Parent Interest or Unsecured Funded Debt Claim shall include the applicable Subscription Rights. In the event there are any Bondholder Subscription Rights available for distribution to Eligible Unsecured Funded Debt Holders, as a condition to and upon seeking to exercise such Bondholder Subscription Rights, by signing the Subscription Form and delivering it to the Subscription Agent or tendering through DTC, as applicable, the “Rights Offering Notes Registration Rights Agreement”) both applicable Eligible Unsecured Funded Debt Holder shall, subject to the entry of which will the Confirmation Order, be filed, in substantially final form, deemed to have released and irrevocably waived any right to receive payment of any amounts on or before the Effective Date. The number account of Rights Offering Notes for which any Eligible Holder may subscribe of its Allowed Unsecured Funded Debt Claim actually tendered in the Rights Offering may be decreased (including interest, costs, fees, premiums, or any “make-whole” amounts) that exceeds the aggregate amount of the principal of such Unsecured Funded Debt Claim, interest accrued, but unpaid as of the Petition Date at the non-default rate, and postpetition interest accrued, but unpaid as of the Effective Date at the Federal Judgment Rate (and such release and waiver shall remain effective notwithstanding any failure by the Debtors and the Reorganized Debtors any Eligible Unsecured Funded Debt Holder to the extent required, after consultation properly exercise such Bondholder Subscription Rights in accordance with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering Procedures, including by failing to be exempt from registration under timely deliver the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”applicable purchase price). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution consummation of the Rights Offering Notes is conditioned on the satisfaction or waiver (or other securities), without any further order in accordance with the Equity Commitment Agreement) of all conditions specified in the terms of the Bankruptcy CourtEquity Commitment Documents. The Eligible Each Ineligible Existing Hertz Shareholder may elect prior to the Subscription Rights Expiration Deadline to have its Pro Rata (based on Existing Hertz Parent Interests held by all Holders whose Eligible Claims are being held through of Existing Hertz Parent Interests) share of the DTC will receive Shareholder Subscription Rights sold pursuant to the Shareholder Subscription Rights Auction by submitting such election in accordance with the Rights Offering Notes Procedures. Such election shall include a minimum price at which such Ineligible Existing Hertz Shareholder will agree to sell its Subscription Rights (each a “Minimum Auction Price”). In addition to exercising their Pro Rata (based on Existing Hertz Parent Interests held by all Holders of Existing Hertz Parent Interests) share of the Shareholder Subscription Rights, each Eligible Existing Hertz Shareholder may elect prior to the Subscription Rights Expiration Deadline to purchase available Shareholder Subscription Rights at the Shareholder Subscription Rights Auction by submitting such election in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive accordance with the Rights Offering Notes in the form of one or more certificated notesProcedures. Any such election will include the maximum amount and price per Shareholder Subscription Right such Eligible Existing Hertz Shareholder is willing to purchase at the Shareholder Subscription Rights Offering Notes excluded from Auction. The Shareholder Subscription Rights Auction will conclude prior to the Effective Date in accordance with the Rights Offering due Procedures. If an Ineligible Existing Hertz Shareholder is unable to a Section 1145 Cutback will sell its Subscription Rights because its Minimum Auction Price is not met, such Ineligible Existing Hertz Shareholders shall be deemed to have elected to receive New Warrants instead be offered to of Subscription Rights and shall receive such New Warrants as provided in the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statementPlan.

Rights Offering. In On the Effective Date, unless otherwise specified in the Plan Supplement or any document related thereto, the Reorganized Debtors and New Valaris Holdco shall consummate the Rights Offering in accordance with the terms of Rights Offering Procedures, the Backstop Agreement, and the Debtors may implement a rights offering (New Secured Notes Term Sheet. Subscription Rights to participate in the “Rights Offering”) for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors (the “Rights Offering Notes”) or other securities shall be allocated among relevant Holders of Senior Notes Claims as agreed upon by of a specified record date in accordance with the Debtors and the Creditors CommitteeRights Offering Procedures, on the terms set out in the Backstop Agreement, and the Plan, and the allocation of such Subscription Rights will be exempt from SEC registration under applicable law and shall not constitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, any securities in contravention of any applicable law in any jurisdiction. As The Reorganized Debtors, including New Valaris Holdco, intend to implement the Rights Offering in a manner that shall not cause it to be deemed a public offering in any jurisdiction. In addition, New Money Participating Credit Facility Creditors shall have the right and obligation to purchase New Secured Notes as provided in the Restructuring Term Sheet and Backstop Agreement. Holders of the Effective DateSubscription Rights, including the Backstop Parties, shall receive the opportunity to subscribe for up to $312.5 million of the New Secured Notes in accordance with and pursuant to the Plan, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount of the Rights Offering Notes may be increased by the Debtors in accordance with the terms of the Backstop Agreement. In accordance with Procedures, the Backstop Agreement, certain and the New Secured Notes Term Sheet; provided that the New Money Participating Credit Facility Creditors shall have the right and obligation to purchase New Secured Notes as provided in the Restructuring Term Sheet and Backstop Agreement. Each holder of Subscription Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of including the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”Parties) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe that participates in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent requiredshall also receive, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of in consideration for its participation in the Rights Offering, and effectuate the distribution its pro rata share (in respect of the Subscription Rights Offering Notes (or other securities), without any further order exercised by such Holder) of 30.0% of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form issued and outstanding New Valaris Equity as of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes (including the portion allocable to the Backstop Parties is intended Holdback (defined below) and subject to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offeringdilution by, if relevant, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from New Warrants and the registration requirements of Management Incentive Plan) (the Securities Act or any applicable state laws or pursuant to a registration statement“Participation Equity”).

Rights Offering. In accordance with the terms of the Backstop Agreement, the Debtors may implement a rights offering (the “Rights Offering”) for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors (the “Rights Offering Notes”) or other securities as agreed upon by the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As of On the Effective Date, the Debtors will consummate the Rights Offering. The Debtors or Reorganized Debtors, as applicable, shall allocate the Rights Offering Notes will be Subscription Rights to Holders of Allowed General Unsecured Claims against Gulfport Subsidiaries as set forth in an aggregate principal amount not to exceed $500 million the Plan and the amount Rights Offering Procedures. Upon exercise of the Rights Offering Notes may be increased by Subscription Rights pursuant to the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth Procedures, the Backstop Commitment Agreement, and the Plan, the Reorganized Debtors shall be authorized to issue New Preferred Stock in Exhibit E to accordance with the Disclosure StatementRights Offering Procedures, the Backstop Commitment Agreement, and the Plan. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented conducted on a Pro Rata basis in reliance upon one or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt more exemptions from registration under the Securities Act pursuant to Section Act, which will include the exemption provided in section 1145 of the Bankruptcy Code (to the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committeefullest extent available and, to implement proceduresthe extent such exemption is not available (and with respect to the New Preferred Stock, and amend, supplement, modify or enter into agreements and take only in the proportion required to preserve the availability of such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order exemption under section 1145 of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through Code), the DTC will receive the Rights Offering Notes exemption from registration set forth in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(24(a)(2) of the Securities Act and exempt and/or Regulation D promulgated thereunder or another available exemption from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A registration under the Securities Act. After consummation In addition, on the Distribution Date, New Preferred Stock in an amount equal to the Backstop Commitment Premium shall be distributed to the Backstop Commitment Parties under and as set forth in the Backstop Commitment Agreement. Pursuant to the Backstop Commitment Agreement, the Backstop Commitment Parties shall purchase any New Preferred Stock not subscribed to as set forth in the Backstop Commitment Agreement. On the Effective Date, the rights and obligations of the Rights Offering, Debtors under the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from Backstop Commitment Agreement shall vest in the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statementReorganized Debtors.

Rights Offering. In accordance with the terms of the Backstop Agreement, the The Debtors may implement shall effectuate a rights offering during the Chapter 11 Cases and in conjunction with and pursuant to the Plan (the “Rights Offering”) for to record holders as of a specified record date of Allowed2 Senior Notes Claims and Allowed General Unsecured Claims (each, as defined below), each of which shall be an “accredited investor” (as such term is defined in Rule 501 under the issuance of convertible unsecured subordinated notes Securities Act) (an “Accredited Investor”) and shall complete a customary accredited investor questionnaire (each such holder, a “Rights Offering Participant” and, collectively, the “Rights Offering Participants”). Each Rights Offering Participant shall be offered the right (collectively, the “Rights”), attached to its respective Allowed Senior Notes Claim or Allowed General Unsecured Claim, to purchase its pro rata share (based on such Rights Offering Participant’s relative share of the Reorganized Debtors total amount of all Allowed Senior Notes Claims and Allowed General Unsecured Claims) of the New Secured Convertible Notes (defined below) for an aggregate purchase price of $43.3 million (the “Rights Offering NotesAmount”) or other securities ). Rights Offering Participants shall be issued Rights at no charge. The Rights shall be attached to each Allowed Senior Notes Claim and each Allowed General Unsecured Claim and shall be transferable with such Allowed claims as agreed upon by the Debtors and the Creditors Committee, on the terms shall be set out forth in the Backstop Agreement. As of the Effective Date, the Rights Offering Procedures (as defined herein). Each Rights Offering Participant electing to exercise its Rights shall purchase New Secured Convertible Notes will be by paying cash in an aggregate amount equal to the aggregate original principal amount of the New Secured Convertible Notes to be acquired by such Rights Offering Participant in the Rights Offering. Any New Secured Convertible Notes that are not to exceed $500 million subscribed for and purchased in the amount Rights Offering by a Rights Offering Participant (including any portion of the Rights Offering Amount that holders of Allowed Senior Notes may be increased by the Debtors in accordance with the terms Claims or Allowed General Unsecured Claims as of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims applicable record date who are not being held through DTC will receive the Accredited Investors could have purchased if such holders exercised their respective Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due 1 Amount subject to a Section 1145 Cutback will instead be offered professional fee budget acceptable to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statementParties.

Rights Offering. In accordance with If during the terms Exercise Period the Corporation shall fix a record date for the issue of rights, options or warrants to all or substantially all of the Backstop Agreementholders of Common Shares under which such holders are entitled, during a period expiring not more than forty-five (45) days after the Debtors may implement record date for such issue (“Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a rights offering price per share to the holder (or at an exchange or conversion price) of less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “Rights Offering”), then, subject to the approval of the TSX, in addition to any adjustments pursuant to Section 5.2 above, the Warrantholder will be entitled to acquire, upon the terms applicable to such Rights Offering, the aggregate number of Common Shares that the Warrantholder could have acquired if the Warrantholder had held the number of Common Shares acquirable upon complete exercise of the Warrantholder’s Warrants then held (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Rights Offering, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the grant, issue or sale of such Rights Offering (provided, however, to the extent that the Warrantholder’s right to participate in any such Rights Offering would result in the Warrantholder exceeding the Beneficial Ownership Limitation, then the Warrantholder shall not be entitled to participate in such Rights Offering to such extent (or beneficial ownership of such Common Shares as a result of such Rights Offering to such extent) and such Rights Offering, to such extent, shall be held in abeyance for the Warrantholder until such time, if ever, as its right thereto would not result in the Warrantholder exceeding the Beneficial Ownership Limitation). If all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the number of Common Shares issuable upon exercise of a Warrant shall be readjusted to that number in effect immediately prior to the record date, and such number shall be further adjusted based upon the number of Common Shares (or Convertible Securities that are convertible into Common Shares) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date; for the avoidance of doubt, the Corporation covenants and agrees that it shall not fix a record date for the issuance of convertible unsecured subordinated notes rights, options or warrants to all or substantially all the holders of its outstanding Common Shares unless it has used commercially reasonable efforts to obtain the approval of the Reorganized Debtors TSX to permit the Warrantholders to fully participate in such issuance (as contemplated in this Section 5.2(b)). If during the “Exercise Period a Rights Offering Notes”) shall occur which results in an adjustment in the Exercise Price pursuant to the provisions of this subsection 5.2(b), the number of Common Shares purchasable pursuant to each Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment. For the purposes of any computation made in accordance with this subsection 5.2(b), Common Shares owned legally or other securities as agreed upon beneficially by the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As Corporation or a Subsidiary or any other Affiliate of the Effective DateCorporation, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount of the Rights Offering Notes may be increased by the Debtors as determined in accordance with the terms provisions of the Backstop Agreement. In accordance with the Backstop AgreementSection 13.7, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statementdisregarded.

Rights Offering. In accordance with Eligible Holders have the right, but not the obligation, to participate in the Rights Offering; provided, however, that Eligible Holders that are Backstop Parties must exercise their Subscription Rights pursuant to the Backstop Commitment Agreement. Subject to the terms of and conditions set forth in the Plan, the Backstop Commitment Agreement, these Rights Offering Procedures, and the Debtors may implement a rights offering Subscription Forms, each Eligible Holder that holds Allowed General Unsecured Claims against Debtor Group B (including Priority Guaranteed Notes Claims) is entitled to subscribe for Second Lien Notes with an aggregate Subscription Price (the “Rights OfferingGuaranteed Notes Allocation Subscription Price”) equal to the product of (a) such Eligible Holder’s pro rata share (based on the amount of such participant’s outstanding Allowed General Unsecured Claims against Debtor Group B) and (b) the Guaranteed Notes Allocation, reduced by the Ad Hoc Guaranteed Group Holdback Notes. Subject to the terms and conditions set forth in the Plan, the Backstop Commitment Agreement, these Rights Offering Procedures, and the Subscription Forms, each Eligible Holder that holds Allowed General Unsecured Claims against Debtor Group C (including Legacy Notes Claims) is entitled to subscribe for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors Second Lien Notes with an aggregate Subscription Price (the “Legacy Notes Allocation Subscription Price” and, together with the Guaranteed Notes Allocation Subscription Price, the “Aggregate Subscription Price”) equal to the product of (a) such Eligible Holder’s pro rata share (based on the amount of such participant’s outstanding Allowed General Unsecured Claims against Debtor Group C) and (b) the Legacy Notes Allocation, reduced by the Ad Hoc Legacy Group Holdback Notes. The purchase price to be paid by an Eligible Holder for Rights Offering NotesSecurities (the “Subscription Price”) or other securities as agreed upon by the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, the Rights Offering Notes will shall be in an aggregate principal amount not to exceed $500 million and the amount of the Aggregate Subscription Price that such Eligible Holder properly elects to pay for Rights Offering Notes may be increased by the Debtors in accordance with Securities pursuant to these Rights Offering Procedures. Subject to the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are and conditions set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amendedPlan, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe each participant in the Rights Offering may in respect of the Guaranteed Notes Allocation or Legacy Notes Allocation shall receive its corresponding amount of Participation Equity. All such allocations of New Shares will be decreased by calculated and rounded down to the Debtors and nearest whole share. Eligible Holders are not required to be a qualified institutional buyer within the Reorganized Debtors meaning of Rule 144A of the Securities Act or an institution that is an accredited investor within the meaning of Rule 501(a) under the Securities Act in order to participate in the Rights Offering; provided, however, that to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the any issuance of Rights Offering Securities to be exempt a Holder of Eligible Claims would not qualify for the exemption from registration under the Securities Act pursuant to provided by Section 1145 of the Bankruptcy Code Code, such Holder must certify that it is either (a) a qualified institutional buyer; (b) an institution that is an accredited investor; or (c) a non-U.S. person under Regulation S that is located outside of the “Section 1145 Cutback”United States; and, in each case, (d) if established or with a registered office in any member state of the EEA or the United Kingdom, a Permitted EU Person or Permitted UK Person, respectively. For the avoidance of doubt, Joining Legacy Parties must certify that they are an Eligible Holder pursuant to items (a). The Debtors shall be authorized, upon consultation with the Creditors Committee(b), to implement proceduresor (c), and amend, supplement, modify or enter into agreements and take such actions as may (d) above to subscribe for their pro rata share of Holdback Securities. There will be necessary or appropriate to effectuate and implement the provisions of no over-subscription privilege in the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from Securities that have not been duly subscribed for by Eligible Holders in accordance with the Rights Offering due to a Section 1145 Cutback Procedures and the Plan (the “Unsubscribed Securities”) will instead not be offered to other Eligible Holders but the Backstop Parties have committed to subscribe for purchase on or before the Effective Date as such Unsubscribed Notes. The issuance of Unsubscribed Notes to Securities in accordance with the Backstop Parties Commitment Agreement. Any Eligible Holder that subscribes for Rights Offering Securities and is intended deemed to be exempt from Securities Act registration an “underwriter” under Section 4(21145(b) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended Bankruptcy Code, including affiliates of the Company, will be subject to be eligible for resale under Rule 144A restrictions under the Securities ActAct on its ability to resell those securities. After consummation of the Rights OfferingSUBJECT TO THE TERMS AND CONDITIONS OF THESE RIGHTS OFFERING PROCEDURES (AND THE BACKSTOP COMMITMENT AGREEMENT IN THE CASE OF ANY BACKSTOP PARTY), the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statementALL SUBSCRIPTIONS SET FORTH IN THE SUBSCRIPTION FORM ARE IRREVOCABLE.

Rights Offering. In accordance with If and when so determined following the terms Closing by the vote of a majority of the Backstop AgreementClass A Directors and Class C Directors (each as defined in the New Wyndham Certificate), the Debtors voting together, Wyndham may implement conduct a single rights offering (the “"Rights Offering”") for in which the issuance of convertible unsecured subordinated notes holders of the Reorganized Debtors (Wyndham Class A Common Stock and if the “Rights Offering Notes”) or other securities as agreed upon by approvals to the Debtors Patriot OP Consent Solicitation and the Creditors CommitteeWyndham OP Consent Solicitation are received, on the terms set out in Patriot OP Units and the Backstop Agreement. As of Wyndham OP Units (collectively, the Effective Date"Eligible Holders") will be eligible to participate, provided that the record date for the Rights Offering Notes (the "Record Date") shall be established and announced in accordance with the applicable provisions of Rule 10b-17 promulgated under the Exchange Act and the applicable rules of the NYSE and the Rights Offering may not be consummated any later than 170 days following the Closing Date. In the Rights Offering, the Eligible Holders will be offered transferable rights to purchase for cash at par up to $300 million in Series A Preferred Stock with an aggregate principal amount not issuance date on the date of consummation of the closing of the Rights Offering; provided, however, that if the Companies shall have sold the Identified Assets prior to exceed $500 million or at the closing of the Rights Offering for net cash proceeds in excess of the amounts set forth in Section 1.1(c) of the Company Disclosure Letter and shall apply such excess proceeds (i) to reduce the number of Shares in accordance with Section 1.1(c) or (ii) to redeem the Shares in accordance with the Series B Certificate of Designation, then the maximum offering amount of the Rights Offering Notes may shall be increased reduced by the Debtors in accordance with amount of such excess proceeds. The rights to purchase shall be allocated among the terms Eligible Holders pro rata based on the respective numbers of shares of Wyndham Class A Common Stock held by such Eligible Holders on the Record Date or that would be received by such Eligible Holder upon redemption of the Backstop Agreement. In accordance with Patriot OP Units or Wyndham OP Units held by them on the Backstop Agreement, certain Rights Offering Notes may be held Record Date (rounded down in escrow pending Allowance the case of certain Claims. The terms fractional shares of the Rights Offering Notes are set forth in Exhibit E Series A Preferred Stock to the Disclosure Statementnearest whole number of shares) and shall not be reallocated in the event that not all Eligible Holders exercise their right to purchase in full. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Dateprovide that any exercise thereof is irrevocable. The number of Rights Offering Notes for which any Eligible Holder may subscribe in Companies will use reasonable efforts to ensure that the Rights Offering may will be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation conducted in compliance with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian all applicable securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under Unless otherwise determined by the Securities Act. After consummation vote of a majority of the Rights OfferingClass A Directors and the Class C Directors, voting together, the Unsubscribed Notes may not shares of Series A Preferred Stock shall be offered listed on the NYSE, the NASDAQ National Market System or sold except pursuant other national securities exchange, subject to an exemption from satisfying the registration eligibility requirements of the Securities Act or any applicable state laws or pursuant to a registration statementthereof.

Rights Offering. In accordance with Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders have the terms of right, but not the Backstop Agreementobligation, the Debtors may implement a rights offering (the “Rights Offering”) for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors (the “Rights Offering Notes”) or other securities as agreed upon by the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount of the Rights Offering Notes may be increased by the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe participate in the Rights Offering may be decreased by Offering. Only a holder of Existing Hertz Parent Interests or Unsecured Funded Debt Claims as of the Debtors and Subscription Expiration Deadline (or in the Reorganized Debtors to case of ALOC Facility Claims, as of the extent required, after consultation with ALOC Facility Record Date) who is also (a) an “accredited investor” within the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration meaning of Rule 501 Regulation D under the Securities Act pursuant to Section 1145 or (b) a “qualified institutional buyer” within the meaning of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act, and who timely and properly submits all documentation and required payments to the Subscription Agent in accordance with the procedures set forth herein may be deemed eligible to participate in the Rights Offering. After consummation Each such holder must provide to the Subscription Agent, the Backstop Investors and the Company any information and certifications reasonably requested of any of them as to its status as an accredited investor or qualified institutional buyer and must execute and return the written investor certification (the “Investor Certification”) included in the Subscription Agreement and return to the Subscription Agent by no later than the Subscription Expiration Deadline. Subject to the terms and conditions set forth in the Plan, these Rights Offering Procedures and the Subscription Agreement, each Eligible Existing Hertz Shareholder is entitled to subscribe for one Rights Offering Share per 2.005 shares of Existing Hertz Parent Interests, at a purchase price of $20.98 per share. As set forth in the plan, to the extent all available Subscription Rights are not exercised by holders of Existing Hertz Parent Interests, holders of Allowed Unsecured Funded Debt Claims shall be distributed their pro rata share of any Subscription Rights not exercised by holders of Existing Hertz Parent Interests in accordance with the Plan and these Rights Offering Procedures. Subject to the terms and conditions set forth in the Plan, these Rights Offering Procedures and the Subscription Agreement, each Eligible Unsecured Funded Debt Holder is entitled, to subscribe for one Rights Offering Share per $37.32 of Allowed Unsecured Funded Debt Claims, at a purchase price of $20.98 per share. The foregoing reflects the maximum entitlement of any Eligible Unsecured Funded Debt Holder in the event that no Eligible Hertz Parent Shareholders exercise their Subscription Rights. While each subscribing Eligible Unsecured Funded Debt Holder will be obligated to purchase up to the maximum amount of Rights Offering Shares set forth herein for all Unsecured Funded Debt Claims tendered/blocked or otherwise subscribed in connection such Eligible Unsecured Funded Debt Holder’s exercise of Subscription Rights, the foregoing subscription entitlement will be adjusted downward based on the amount of Subscription Rights exercised by Eligible Hertz Parent Shareholders. Each Eligible Existing Hertz Shareholder and Eligible Unsecured Funded Debt Holder will be deemed to have exercised the Subscription Rights related to all shares of Existing Hertz Parent Interests or Allowed Unsecured Funded Debt Claims tendered/blocked through the ATOP procedures of the DTC at the subscription rates set forth above. The Aggregate Purchase Price will be calculated based on the full subscription entitlement as set forth above (as may be reduced following the exercise by Eligible Hertz Parent Shareholders of any Subscription Rights). There will be no over-subscription privilege in the Rights Offering. Any Rights Offering Shares that are unsubscribed by the Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders entitled thereto will not be offered to other Eligible Existing Hertz Shareholders or Eligible Unsecured Funded Debt Holders, but will be purchased by the Backstop Investors in accordance with the Equity Purchase and Commitment Agreement. Subject to the terms and conditions of the Equity Purchase and Commitment Agreement, the Backstop Investors have agreed to (i) purchase the Rights Offering Shares that are not purchased by Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders in the Rights Offering (the “Unsubscribed Shares”) and (ii) exercise all Subscription Rights that are issued to it pursuant to the Rights Offering, the Unsubscribed Notes may not be offered or sold except and duly purchase all Rights Offering Shares issuable to it pursuant to an exemption from such exercise, in accordance with the registration requirements of Rights Offering Procedures and the Securities Act or any applicable state laws or pursuant to a registration statementPlan.

Rights Offering. In accordance (a) The Company, as promptly as practicable after the proxy statement is cleared by the SEC or its staff for mailing to the Company’s stockholders in connection with the Stockholders Meeting (or the ten (10) calendar day period set forth in Rule 14a-6(a) of the Exchange Act has expired without the SEC informing the Company that it intends to review the proxy statement), shall (i) publicly announce the terms of the Backstop AgreementRights Offering, including the Debtors may implement a rights offering record date for the Rights Offering (the “Rights OfferingRecord Date”) for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors (the “Rights Offering Notes”) or other securities as agreed upon by the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount of the Rights Offering Notes may be increased by the Debtors in accordance with the terms rules of Nasdaq and, when required by Nasdaq, the Backstop Agreement. In accordance proposed subscription price for the Rights Offering; and (ii) prepare and file with the Backstop AgreementSEC, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture a prospectus supplement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreementincluding each amendment thereto, the “Rights Offering Notes IndentureProspectus Supplement”) to its existing registration statement on Form S-3 (File No. 333-160231) (including each amendment and supplement thereto, including the Prospectus Supplement, the “Registration Statement”), which shall be in form and substance reasonably satisfactory register under the Securities Act (x) the issuance of subscription rights to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms purchase shares of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe Common Stock in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 CutbackSubscription Rights”), and (y) the issuance of Common Stock upon the exercise of such subscription rights. The Debtors Company shall not permit any other securities to be included in the Prospectus Supplement. The Prospectus Supplement (and any amendments thereto) and any amendments to the Registration Statement proposed to be filed with the SEC after the date hereof shall be authorized, upon consultation provided to the Investors and its counsel prior to their filing with the Creditors Committee, to implement proceduresSEC, and amend, supplement, modify or enter into agreements the Investors and take such actions their counsel shall be given a reasonable opportunity to review and comment thereon. The Company shall cause the Prospectus Supplement (and any amendment thereto) and any amendment to the Registration Statement to comply as may be necessary or appropriate to effectuate form and implement substance in all materials respects with the provisions applicable requirements of the Rights OfferingExchange Act, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from the rules and regulations of Nasdaq, and as of its date, neither the Prospectus Supplement (and any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended amendment thereto) nor any amendment to the Registration Statement shall include an untrue statement of a material fact or omit to state a material fact required to be eligible for resale under Rule 144A under stated therein or necessary to make the Securities Act. After consummation statements therein, in the case of the Rights OfferingProspectus Supplement and any amendment thereto, in the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements light of the Securities Act or any applicable state laws or pursuant to a registration statementcircumstances under which they were made, not misleading.

Rights Offering. In The Debtors shall distribute the Rights to the RO Eligible Offerees on behalf of the Reorganized Debtors as set forth in the Plan and the RO Documents. Pursuant to the RO Procedures, the Rights Offering shall be open to all RO Eligible Offerees, and RO Eligible Offerees shall be entitled to participate in the Rights Offering up to a maximum amount of each such RO Eligible Offeree’s Pro Rata share of the Rights. Each RO Eligible Offeree may exercise either all or none of its Rights. Each RO Eligible Offeree who chooses not to participate in the Rights Offering will receive the RO Non-Participant Takeback Term Loan Allocation. The Rights with respect to the Rights Offering are not separately transferrable or detachable from the First Lien Claims and may only be transferred together with the First Lien Claims. Each RO Participant shall be committed to participate for its full amount of Rights and to fund RO Term Loans in accordance with the RO Procedures. Each RO Participant will receive (i) the RO Participant Takeback Term Loan Allocation and (ii) the RO Common Shares. Upon exercise of the Rights by the RO Participants pursuant to the terms of the Backstop AgreementRO Procedures, Reorganized Avaya shall be authorized to issue the Debtors may implement a rights offering (RO Term Loans and the “Rights Offering”) RO Common Shares issuable pursuant to such exercise. In exchange for the issuance of convertible unsecured subordinated notes consideration consisting of the Reorganized Debtors (the “Rights Offering Notes”) or other securities as agreed upon by the Debtors RO Backstop Premium and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount of the Rights Offering Notes may be increased by the Debtors in accordance with the terms RO Backstop Agreement and their respective RO Backstop Commitments, the RO Backstop Parties have committed to fully backstop, severally and not jointly, nor jointly and severally, the RO Amount and to fund the RO Backstop Term Loans. Each RO Backstop Party shall fund up to its commitment amount of RO Term Loans and/or RO Backstop Term Loans and receive its share of the RO Backstop AgreementShares and RO Premium Shares. In The RO Backstop Premium shall be paid, in accordance with the RO Backstop Agreement and RO Backstop Agreement Approval Order, in (i) RO Premium Shares or (ii) upon the termination of the RO Backstop Agreement (except as specifically provided in the RO Backstop Agreement), certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture cash (as may be amended, supplemented or modified consistent opposed to RO Premium Shares) as an Administrative Claim pari passu in priority with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”Claims arising under section 507(b) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (by Avaya or Reorganized Avaya. Prior to the “Section 1145 Cutback”). The Debtors shall be authorizedPetition Date, upon consultation with the Creditors CommitteeRO Common Shares, to implement procedures, the RO Backstop Shares and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC RO Premium Shares will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act in reliance upon section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder and/or Regulation S under the Securities Act. After the Petition Date, the RO Common Shares will be offered, issued and distributed under the Plan without registration under the Securities Act, or any applicable state laws or local law requiring registration for offer and sale of a security, in reliance upon the exemption provided in section 1145(a) of the Bankruptcy Code to the maximum extent permitted by law, and to the extent such exemption is not available, then the RO Common Shares will be issued and distributed under the Plan pursuant to a other applicable exemptions from registration statementunder the Securities Act and any other applicable securities laws. All RO Backstop Shares and RO Premium Shares will be offered, issued, and distributed in reliance upon section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or Regulation S under the Securities Act and will be “restricted securities” subject to transfer restrictions under the U.S. federal securities laws, as further described in the RO Procedures, the RO Backstop Agreement, and the Plan. Entry of the Confirmation Order shall constitute Bankruptcy Court approval of the Rights Offering (including the transactions contemplated thereby, and all actions to be undertaken, undertakings to be made, and obligations to be incurred by Reorganized Avaya in connection therewith). On the Effective Date, the rights and obligations of the Debtors under the RO Backstop Agreement shall vest in the Reorganized Debtors, as applicable. The proceeds of the Rights Offering shall be used by the Reorganized Debtors for working capital and general corporate purposes.

Rights Offering. In accordance Expires June 14, 2023 A signed copy of this Soliciting Dealer Agreement will be promptly returned to the Soliciting Dealer at the address set forth below. Very truly yours, LADENBURG XXXXXXXX & CO. INC., as Dealer Manager By: Name: Title: PLEASE COMPLETE THE INFORMATION BELOW Printed Firm Name Address Contact at Soliciting Dealer Authorized Signature Area Code and Telephone Number Name and Title Facsimile Number Dated: Payment of the Solicitation Fee shall be mailed by check to the following address: _____________________________________ EXHIBIT B Form Of Lock-Up Agreement May _, 2023 This agreement is being delivered to you in connection with the terms proposed Dealer Manager Agreement (the “Dealer Manager Agreement”) by and among Ladenburg Xxxxxxxx & Co. Inc. (the “Dealer Manager”) and Oxford Square Capital Corp., a Maryland corporation (the “Company”), in connection with a proposed offering of the Backstop Agreement, the Debtors may implement a transferable rights offering (the “Rights Offering”) to subscribe for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors up to 16,633,723 shares (the “Rights Offering NotesShares”) or other securities as agreed upon by of the Debtors and Company’s common stock, par value $0.01 per share (the Creditors Committee“Common Stock”). To induce the Dealer Manager to continue its efforts in connection with the Rights Offering, the undersigned hereby agrees that, without the prior written consent of the Dealer Manager, it will not, during the period commencing on the terms set out in date hereof and ending ninety (90) days after the Backstop Agreement. As date of the Effective Date, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount expiration date of the Rights Offering Notes may be increased by (the Debtors in accordance with “Expiration Date”) (the terms “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreementcollectively, the “Rights Offering Notes IndentureSecurities”); or (2) enter into any swap or other arrangement that transfers to another, which shall be in form and substance reasonably satisfactory to the Creditors Committeewhole or in part, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms any of the Backstop Agreementeconomic consequences of ownership of the Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before undersigned may transfer Securities without the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 prior consent of the Bankruptcy Code Dealer Manager in connection with (a) transactions relating to Securities acquired in open market transactions after the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, completion (and amend, supplement, modify or enter into agreements and take such actions not as may be necessary or appropriate to effectuate and implement the provisions of part of) the Rights Offering, and effectuate the distribution provided that no filing under Section 16(a) of the Rights Offering Notes Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Securities or other securitiessecurities acquired in such open market transactions, (b) if the undersigned is an individual, transfers of Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of beneficial interests in one or more global notes, this letter agreement and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration (ii) no filing under Section 4(216(a) of the Exchange Act, reporting a reduction in beneficial ownership of Securities, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Securities Act to a charity or educational institution, (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value or (e) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer of Securities made by the undersigned (i) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (ii) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate of the undersigned and exempt from any prospectus requirement under Canadian securities lawssuch transfer is not for value. The Unsubscribed Notes undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Securities except in compliance with this Agreement. The undersigned understands that the Company and the Dealer Manager are intended to be eligible for resale under Rule 144A under the Securities Act. After relying upon this agreement in proceeding toward consummation of the Rights Offering. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement. The undersigned agrees that this agreement is irrevocable and that the provisions of this agreement shall be binding also upon the successors, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements assigns, heirs and legal representatives of the undersigned. The undersigned understands that, if the Dealer Manager Agreement is not executed on or before May 31, 2023, or if the Dealer Manager Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, this agreement shall be void and of no further force or effect. Whether or not the Rights Offering actually occurs depends on a number of factors, including market conditions. This agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, (Name): (Address) Number of Securities Act or any applicable state laws or pursuant to a registration statementBeneficially Owned

Rights Offering. Subject to the auction process and bidding procedures referred to inIn accordance with the terms of the Backstop Agreement, the Applicants may implement a rights offering (the "Rights Offering") for the issuance of securities, on terms and in substance reasonably satisfactory to the Applicants, in anconvertible unsecured subordinated notes (the "Rights Offering Notes"), on the terms set out in the Backstop Agreement, including Exhibit "C" thereto. The Rights Offering Notes will be (A) in an aggregate principal amount not to exceed US$500 million in accordance with the terms of the Backstop Agreement. Among other things, the Rights Offering will be, and (B) made available to certain Affected Unsecured Creditors in the Chapter 11 Cases and the CCAA Proceedings and will be subject to Court and Bankruptcy Court approval. . In accordance with the terms of the Backstop Agreement, the Debtors may implement a rights offering (the “Rights Offering”) for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors (the “Rights Offering Notes”) or other securities as agreed upon by the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount of the Rights Offering Notes may be increased by the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors Applicants and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act of 1933 pursuant to Section 1145 of the Bankruptcy Code (the “"Section 1145 Cutback”"). The Debtors Where permitted under the terms of the Backstop Agreement, the Applicants shall be authorized, upon consultation with the Creditors Committee, authorized to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities)Notes, without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notesOrder. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Implementation Date as Unsubscribed Notes. The issuance Notes in accordance with the terms of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statementAgreement.

Rights Offering. In accordance with The Plan contemplates that the terms of Debtors shall raise the Rights Offering Amount through the Rights Offering and the Backstop Purchase Agreement. On the Effective Date, the Debtors may implement a rights offering (shall consummate the “Rights Offering”) for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors (the “, through which each Rights Offering Notes”Participant, subject to the terms and conditions set forth in the Plan and the Rights Offering Procedures, shall have the opportunity to purchase Rights Offering Securities at the Per Share Purchase Price. The Per Share Purchase Price shall be payable in cash. On the date that is the deadline for exercising Subscription Rights, Rights Offering Participants (other than the Backstop Parties) will be required to fund into escrow with a bank, trust company or other securities as agreed upon agent approved by the Debtors and the Creditors CommitteeRequisite Backstop Parties the aggregate Per Share Purchase Price for Subscription Rights exercised by such Rights Offering Participants. The Backstop Parties will not be required to fund their respective commitments under the Backstop Purchase Agreement or the aggregate Per Share Purchase Price for Subscription Rights exercised by them in connection with the Rights Offering until the date that is five (5) Business Days prior to the anticipated Effective Date. The Rights Offering Securities (including the Commitment Premiums) will dilute the New Interests issued on account of the First Lien Distribution, but will not dilute the New Interests issued on account of the Second Lien Notes Distribution (other than for any dilution on account of the exercise of the warrants that are issued in connection with the Exit Term Loans if the Exit Term Loans are made) or the Management Incentive Plan. There will be no over-subscription privilege in the Rights Offering, such that any Rights Offering Securities that are not subscribed for and purchased by a Rights Offering Participant will not be offered to other Rights Offering Participants, but rather will be purchased by the Backstop Parties pursuant to their respective commitments under the Backstop Purchase Agreement. Any sale or transfer of Allowed First Lien Term Loan Claims will result in an automatic sale or transfer of the Subscription Rights attached to such Allowed First Lien Term Loan Claims. The Subscription Rights received by each Rights Offering Participant shall not be transferable, except as set forth in the Rights Offering Procedures. The Rights Offering shall be conducted and implemented in accordance with the Rights Offering Procedures. For the avoidance of doubt, the percentage ownership attributable to the Rights Offering Securities (subject to dilution by the Management Incentive Plan) will be equal to the aggregate cash purchase price of the Rights Offering Securities divided by the Assumed Equity Value, and the percentage ownership attributable to the Commitment Premium will be equal to 7.5% of the maximum Rights Offering Amount minus the amount of Commitment Premium in the form of additional Exit Term Loans divided by the Assumed Equity Value. The Rights Offering shall be backstopped by the Backstop Parties in accordance with the terms set out and subject to the conditions of the Backstop Purchase Agreement. Subject to, and in accordance with the Backstop Purchase Agreement, as consideration for the commitments of the Backstop Parties under the Backstop Purchase Agreement, the Backstop Parties shall receive the Commitment Premium, which shall be deemed fully earned as of the date of the Restructuring Support Agreement. The commitments of the Backstop Parties under the Backstop Purchase Agreement will be several, not joint, obligations of the Backstop Parties, such that no Backstop Party shall be liable or otherwise responsible for the commitments of any other Backstop Party under the Backstop Purchase Agreement. Any Backstop Party’s rights, obligations or interests under the Backstop Purchase Agreement may be freely assigned, delegated or transferred, in whole or in part, by such Backstop Party to (a) any other Backstop Party, (b) any Affiliate (as defined in the Restructuring Support Agreement) of a Backstop AgreementParty, or (c) any other Person that is approved in writing by the Requisite Backstop Parties prior to such assignment, delegation or transfer. As of On the Effective Date, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount proceeds of the Rights Offering Notes may be increased by the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be used: (i) to repay in form full in cash all Allowed DIP Claims, (ii) to pay the Exit RBL Lender Cash Election Amount to each holder of an Allowed First Lien RBL Claim that makes an Exit RBL Lender Cash Election, and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”iii) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased investment opportunities that are approved by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Requisite Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statementParties.

Rights Offering. In accordance with If at any time prior to the terms of Maturity Date the Backstop Agreement, the Debtors may implement Company shall fix a rights offering (the “Rights Offering”) record date for the issuance issue of convertible unsecured subordinated notes of the Reorganized Debtors rights, options or warrants (the “Rights Offering NotesSecurities”) to all or other substantially all of the Company Shareholders entitling them, for a period of time after such record date (such period from the record date to the date of expiry being referred to in this Section 3.4(a)(ii) as the “Rights Period”), to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share determined in accordance with applicable Laws and Exchange rules (such subscription price per Common Share (inclusive of any cost of acquisition of securities exchangeable for or convertible into Common Shares in addition to any direct cost of Common Shares) being referred to in this Section 3.4(a)(ii) as agreed upon by the Debtors “Per Share Cost”), the Company shall give written notice to the Holder with respect thereto (any of such events herein referred to as a “Rights Offering”), and the Creditors Committee, Holder shall have 15 days after receipt of such notice to elect to convert any or all of the Principal Amount plus accrued and unpaid interest thereon into Common Shares at the then applicable Conversion Price and otherwise on the terms and conditions set out in this Debenture. If the Backstop Agreement. As Holder elects to convert any or all of the Effective DatePrincipal Amount plus accrued and unpaid interest thereon, such conversion shall occur immediately prior to the record date for the issuance of such Rights Offering Securities. If the Holder elects not to convert any of the Principal Amount plus accrued and unpaid interest thereon, subject to the Company’s obligations under Section 3.5 and any required approvals under applicable Laws or of the Exchange, the Company shall issue to the Holder on the same date as the Rights Offering Notes will Securities are issued to Company Shareholders equivalent securities to the Rights Offering Securities providing for the identical rights, terms and conditions as such Rights Offering Securities, including the Per Share Cost that the Holder would have been entitled to be in an aggregate principal amount not to exceed $500 million issued on the record date for such Rights Offering if it had converted all of the Principal Amount plus accrued and unpaid interest thereon into Common Shares at the amount then applicable Conversion Price and was the holder of record of such Common Shares on the record date for the issuance of the Rights Offering Notes may be increased by Securities, and the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes Holder will be issued pursuant entitled to an indenture (as may be amended, supplemented subscribe for or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors and the Reorganized Debtors to the extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes purchase Common Shares (or other securities), without any further order of securities convertible into or exchangeable for Common Shares) at the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through Per Share Cost during the DTC will receive the applicable Rights Offering Notes in the form of beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statementPeriod.

Rights Offering. In accordance with To fully exercise its right to participate in the terms of Rights Offering (the Backstop Agreement“Subscription Rights”), an Eligible Offeree must (i) complete the Debtors may implement a rights offering subscription exercise form (the “Rights OfferingExercise Form”), which has been distributed with these Rights Offering Procedures to Eligible Offerees and (ii) pay the purchase price (the “Rights Exercise Price”), which is an amount equal to its pro rata share of the $465,000,000 aggregate exercise price for the issuance Rights Offering Securities (as defined in the Backstop Commitment Agreement), such pro rata share measured as the principal amount of convertible unsecured subordinated notes Unsecured Notes Claims (as defined in the Plan) held by such Eligible Offeree, as compared to the aggregate amount of the Reorganized Debtors Unsecured Notes Claims as of [•], 2017 (the “Rights Offering NotesRecord Date”), rounded down to the nearest dollar. Each Eligible Offeree may exercise (in whole dollar increments) all, some, or other securities as agreed upon by the Debtors none of its pro rata share, and the Creditors CommitteeRights Exercise Price for such Eligible Offeree will be adjusted accordingly (in whole dollar increments). Any fraction of a Rights Offering Security to be issued to an Eligible Offeree who elects to acquire such Rights Offering Securities shall be rounded down to the nearest whole Rights Offering Security. The total amount of Rights Offering Securities that may be purchased pursuant to the Rights Offering shall be adjusted as necessary to account for the rounding described in this section. No compensation shall be paid, on whether in cash or otherwise, in respect of any rounded-down amounts. For the terms set out avoidance of doubt, the Subscription Rights shall not be transferable, assignable, or detachable prior to the Rights Offering Record Date, other than in connection with the transfer of the corresponding Allowed Unsecured Notes Claims (as defined in the Backstop AgreementPlan) and other than in accordance with these Rights Offering Procedures. As of Subsequent to the Effective Rights Offering Record Date, the Subscription Rights Offering Notes may not be transferrable or assignable to any party. See Section V.D. below for more information related to transfers and the procedures related thereto. There will be no over-subscription privilege in an aggregate principal amount not to exceed $500 million and the amount of the Rights Offering Notes may Offering. Any unsubscribed securities will not be increased offered to other Eligible Offerees but will be purchased by the Debtors Commitment Parties in accordance with the terms of the Backstop Commitment Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number Although it is expected that all distributions of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering may be decreased by the Debtors Securities and the Reorganized Debtors to the extent requiredSubstitute Distributions, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the provisions of the Rights Offering, and effectuate the distribution of the Rights Offering Notes (or other securities), without any further order of the Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering Notes if in the form of beneficial interests in one or more global notesNew Permian Corp. common stock, and Eligible Holders whose Eligible Claims are not being held will occur through DTC The Depository Trust Company (“DTC”), there is no guarantee that this will receive the Rights Offering Notes in the form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering due to a Section 1145 Cutback will instead be offered to the Backstop Parties for purchase on or before the Effective Date as Unsubscribed Notes. The issuance of Unsubscribed Notes to the Backstop Parties is intended to be exempt from Securities Act registration under Section 4(2) of the Securities Act and exempt from any prospectus requirement under Canadian securities laws. The Unsubscribed Notes are intended to be eligible for resale under Rule 144A under the Securities Act. After consummation of the Rights Offering, the Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act or any applicable state laws or pursuant to a registration statementoccur.