RIGHTS CERTIFICATE #:
|NUMBER OF RIGHTS:|
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANYS PROSPECTUS
DATED DECEMBER , 2018 (THE PROSPECTUS) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF
THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, THE SUBSCRIPTION AGENT
Nuverra Environmental Solutions, Inc.
Incorporated under the laws of the State of Delaware
NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Non-Transferable Subscription Rights to Purchase Shares of Common Stock
of Nuverra Environmental Solutions, Inc.
Subscription Price: $9.61 per Share
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
NEW YORK CITY TIME, ON DECEMBER 28, 2018 UNLESS EXTENDED BY THE COMPANY
THIS CERTIFIES THAT the registered owner whose name is subscribed herein is the owner of the number of non-transferable subscription rights (Rights) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one share of Common Stock, with a par value of $.01 per share, of Nuverra Environmental Solutions, Inc., a Delaware corporation, at a subscription price of $9.61 per share (the Basic Subscription Right), pursuant to a rights offering (the Rights Offering), on the terms and subject to the conditions set forth in the Prospectus and the Instructions for Use of Nuverra Environmental Solutions, Inc. Subscription Rights Certificates accompanying this Subscription Rights Certificate. If any shares of Common Stock available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of the Basic Subscription Right (the Over-Subscription Privilege Shares), any rights holder that exercises its Basic Subscription Rights in full may purchase Over-Subscription Shares pursuant to the terms and restrictions of the Rights Offering (the Over-Subscription Privilege). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock in accordance with the Instructions for Use of Nuverra Environmental Solutions, Inc. Subscription Rights Certificates that accompany this Subscription Rights Certificate.
This Subscription Rights Certificate is not valid unless countersigned by the Subscription Agent and registered by the registrar.
Witness the seal of Nuverra Environmental Solutions, Inc. and the signatures of the duly authorized officers.
Dated December , 2018
Chief Executive Officer
Executive Vice President, Chief Legal Officer
and Corporate Secretary
COUNTERSIGNED AND REGISTERED:
American Stock Transfer & Trust Company, LLC, Transfer Agent and Registrar.
DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
Delivery other than in the manner or to the address listed below will not constitute valid delivery.
If delivering by mail, hand or overnight courier
American Stock Transfer & Trust Company, LLC
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for Over-Subscription Shares pursuant to the Over-Subscription Privilege, please complete lines (b) and (c) below. To the extent you subscribe for more shares than you are entitled under the Basic Subscription Right or Over-Subscription Privilege, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Subscription Right or Over-Subscription Privilege, if applicable.
(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:
I subscribe for shares x $ 9.61 = $
(b) EXERCISE OF OVER-SUBSCRIPTION RIGHTS
If you exercised your Basic Subscription Right in full and wish to purchase additional shares pursuant to your Over-Subscription Privilege:
I subscribe for additional shares x $ 9.61 = $ (amount enclosed).
(c) Total Amount of Payment Enclosed = $
METHOD OF PAYMENT (CHECK ONE)
☐ Check or bank draft payable to American Stock Transfer & Trust Company, LLC, as Subscription Agent
☐ Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 530-354616 American Stock Transfer FBO Nuverra Environmental Solutions, Inc., with reference to the rights holders name.
FORM 2 DELIVERY TO DIFFERENT ADDRESS
If you wish for the Common Stock underlying your subscription rights, to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.
TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus.
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.
FORM 4-SIGNATURE GUARANTEE
This form must be completed if you have completed any portion of Form 2.
(Name of Bank or Firm)
(Signature of Officer
IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.
FOR INSTRUCTIONS ON THE USE OF NUVERRA ENVIRONMENTAL SOLUTIONS, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT D. F. KING & CO., THE INFORMATION AGENT, AT 866-342-4884 (toll-free) or 212-269-5550 (for banks and brokers).