Common use of Partial Unenforceability Clause in Contracts

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President; President, Budget Rent A Car System Inc. The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxxxxx Xxxxxx Authorized Signatory

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Dxxxx X. Xxxxxxx Name: Xxxxxxxx Dxxxx X. Xxxxxxx Title: Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Dxxxx X. Xxxxxxx Name: Xxxxxxxx Dxxxx X. Xxxxxxx Title: Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Dxxxx X. Xxxxxxx Name: Xxxxxxxx Dxxxx X. Xxxxxxx Title: Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Dxxxx X. Xxxxxxx Name: Xxxxxxxx Dxxxx X. Xxxxxxx Title: Executive Vice President and Treasurer Chief Financial Officer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Rxxxxxxx Xxxxxxx Name: Xxxxxxxx Rxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx Dxxxx X. Xxxxxxx Name: Xxxxx Dxxxx X. Xxxxxxx Title: Senior Executive Vice President; President, Budget Rent A Car System Inc. Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxxxxx Xxxxxx Cxxx Xxxxx Authorized Signatory

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph paragraph, clause or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. [Signature Page Follows] If the foregoing is in accordance with your understandingunderstanding of the agreement between the Company and the Placement Agent, please kindly indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By AVANIR PHARMACEUTICALS By: /s/ Xxxxxxxx Xxxxxxx Kxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxxxx Kxxxx X. Xxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President; President, Budget Rent A Car System Inc. The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers Chief Executive Officer Accepted as of the date first above written: PXXXX XXXXXXX & CO. By: /s/ Dxxxx X. Xxxxxxxxx Name: Dxxxx X. Xxxxxxxxx Title: Managing Director Schedules and Exhibits Schedule I: Permitted Free Writing Prospectuses Schedule II: Investors Excluded From Agency Fee Schedule III: Information to be Conveyed Orally Exhibit A: Form of Subscription Agreement Exhibit B: Form of Lock-Up Agreement Exhibit C: List of Directors and Executive Officers Executing Lock-Up Agreements Exhibit D: Matters To Be Covered In The Opinion Of Counsel To The Company Exhibit E: Form of Written Statement of Corporate Counsel to the Company Schedule I Permitted Free Writing Prospectuses Preliminary Term Sheet dated March 24, 2008. Schedule II Investors Excluded From Agency Fee ProQuest Investments IV, L.P. Schedule III Information to be Conveyed Orally Unit price, warrant exercise price, gross offering proceeds Exhibit A Form of Subscription Agreement Exhibit B Form of Lock-Up Agreement , 2008 Pxxxx Xxxxxxx & Co. U.S. Bancorp Center 800 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Ladies and Gentlemen: The undersigned understands that you, as Placement Agent, propose to enter into the Placement Agency Agreement (the “Placement Agreement”) with Avanir Pharmaceuticals, a California corporation (the “Company”), providing for the offering (the “Offering”) of shares (the “Shares”) of Class A common stock, no par value per share (the “Common Stock”), and warrants to purchase shares of Common Stock (the “Warrants” and together with the Shares, the “Securities”), of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Placement Agreement. In consideration of the foregoing, and in order to induce you to participate in the Offering, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without your prior written consent (which consent may be withheld in your sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on the date 90 days after the date of the final prospectus (including the final prospectus supplement) to be used in confirming the sale of the Securities, (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) except for a registration statement on Form S-8 relating to employee benefit plans, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, 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, (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to effect any transaction specific in clause (1), (2) or (3) above. BANC OF AMERICA SECURITIES LLC For itself Notwithstanding the foregoing, the restrictions set forth in clause (1) and on behalf (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the several Initial Purchasers listed undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in Schedule 1 heretowriting by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with your prior written consent or (iv) effected pursuant to any exchange of “underwater” options with the Company, (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing equity incentive plan, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, (c) the surrender of shares of Common Stock to the Company to pay required tax withholdings due upon the vesting of any restricted stock awards or (d) the purchase or sale of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect prior to the date hereof. By /s/ For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. None of the restrictions set forth in this Lock-Up Agreement shall apply to Common Stock acquired in open market transactions. For the purpose of allowing you to comply with FINRA Rule 2711(f)(4), if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18 day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless you waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a sale or disposition of the Common Stock even if such Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position) with respect to any of the Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Stock. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The 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 shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that, if the Placement Agreement does not become effective by April 15, 2008, or if the Placement Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, Print Name: Print Title: Signature: Exhibit C List of Directors and Executive Officers Executing Lock-Up Agreements Kxxxx X. Xxxxxx Rxxxxxx X. Xxxx, M.D. Cxxxxxxxx X. Xxxxxx Sxxxxxx X. Xxxxxx Cxxxxxx X. Xxxxxxx Xxxxxx Authorized SignatoryDxxxx X. Xxxxx, Ph.D. Dxxxxx X. Xxxxxxxx Cxxxx X. Xxxxxxx Sxxxx X. Xxxxxxx, M.D Exhibit D Matters To Be Covered In The Opinion Of Counsel To The Company Exhibit E Form of Written Statement of Corporate Counsel to the Company

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, then to the extent practicable there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yoursEAGLE ROCK ENERGY PARTNERS, AVIS BUDGET CAR RENTALL.P. By: Eagle Rock Energy GP, LLC By L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Xxxxxxxx Xxxxxxx X. Xxxx Name: Xxxxxxxx Xxxxxxx X. Xxxx Title: Senior Vice President and Treasurer AVIS BUDGET FINANCEChief Financial Officer EAGLE ROCK ENERGY FINANCE CORP. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer EAGLE ROCK ENERGY GP, L.P. By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer EAGLE ROCK ENERGY G&P, LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD EAGLE ROCK ENERGY ACQUISITION CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASINGEAGLE ROCK ENERGY G&P HOLDING, INC. BUDGET RENT A CAR SYSTEMEAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICESEAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. By ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, LLC EAGLE ROCK GAS SERVICES, LLC By: /s/ Xxxxx Xxxxxxx X. Xxxx Name: Xxxxx Xxxxxxx X. Xxxx Title: Senior Vice President; PresidentPresident and Chief Financial Officer EROC GATHERING COMPANY, Budget Rent A Car System Inc. The foregoing Agreement is hereby confirmed LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and accepted by the Initial Purchasers Chief Financial Officer EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer Accepted as of the date first written abovehereof: XXXXX FARGO SECURITIES, LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA RBS SECURITIES LLC INC. For itself themselves and on behalf as Representatives of the several Initial Purchasers listed named in Schedule 1 hereto. By hereto By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx X. Xxxxx Xx. Name: Xxxxxxx X. Xxxxx Xx. Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ Caesar Wyszoinirski Name: Caesar Wyszoinirski Title: Director By: RBS Securities Inc. By: /s/ Marin L. Gagliara Name: Marin L. Gagliara Title: Managing Director Schedule 1 Initial Purchaser Principal Amount Xxxxx Fargo Securities, LLC $ 89,375,000 Xxxxxxx Lynch, Pierce, Xxxxxx Authorized Signatory& Xxxxx Incorporated $ 31,875,000 Citigroup Global Markets Inc. $ 31,875,000 RBS Securities Inc. $ 31,875,000 Banco Bilbao Vizcaya Argentaria, S.A. $ 9,375,000 Comerica Securities, Inc. $ 9,375,000 ING Financial Markets LLC $ 9,375,000 RBC Capital Markets, LLC $ 9,375,000 Scotia Capital (USA) Inc. $ 9,375,000 UBS Securities LLC $ 9,375,000 Capital One Southcoast, Inc. $ 4,375,000 U.S. Bancorp Investments, Inc. $ 4,375,000 Total $ 250,000,000 Guarantors G&P LLC General Partner CMA Pipeline Partnership, LLC EROC Gathering Company, LP EROC Midstream Energy, L.P. EROC Production, LLC EROC Quitman Gathering Co., LP Eagle Rock Acquisition Partnership II, L.P. Eagle Rock Acquisition Partnership, L.P. Eagle Rock Desoto Pipeline, L.P. Eagle Rock Energy Acquisition Co. II, Inc. Eagle Rock Energy Acquisition Co., Inc. Eagle Rock Energy G& P Holding, Inc. Eagle Rock Marketing, LLC Eagle Rock Energy Services, L.P. Eagle Rock Field Services, L.P. Eagle Rock GOM, L.P. Eagle Rock Gas Gathering & Processing, Ltd. Eagle Rock Midstream, L.P. Eagle Rock Operating, L.P. Eagle Rock Pipeline GP, LLC Eagle Rock Pipeline, L.P. Eagle Rock Upstream Development Company, Inc. Eagle Rock Upstream Development Company II, Inc. Eagle Rock Upstream Development II, L.P. Escambia Asset Co. LLC Escambia Operating Co. LLC Galveston Bay Gathering, LLC Hesco Gathering Company, LLC Hesco Pipeline Company, LLC Midstream Gas Services, L.P. Superior Gas Compression, LLC Eagle Rock Mid-Continent Holding, LLC Eagle Rock Mid-Continent Operating, LLC Eagle Rock Mid-Continent Asset, LLC Eagle Rock Gas Services, LLC Schedule 3 Pricing Supplement Annex A-1 Form of Opinion of Xxxxxx & Xxxxxx L.L.P.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, By AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By AVIS BUDGET HOLDINGS, LLC By LLC. /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By AB CAR RENTAL SERVICESERVICES, INC. ARACS LLC AVIS INC.ARACS LLCAVIS ASIA AND PACIFIC, LIMITED AVIS LLCAVIS CAR RENTAL GROUP, LLC AVIS LLCAVIS CARIBBEAN, LIMITED AVIS LIMITEDAVIS ENTERPRISES, INC. AVIS INC.AVIS GROUP HOLDINGS, LLC AVIS LLCAVIS INTERNATIONAL, LTD. AVIS LTD.AVIS OPERATIONS, LLC AVIS LLCAVIS RENT A CAR SYSTEM, LLC PF LLCPF CLAIMS MANAGEMENT, LTD. PR XXX.XX HOLDCO, INC. WIZARD INC.WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By BGI LEASING, INC. BUDGET INC.BUDGET RENT A CAR SYSTEM, INC.BUDGET RENT A CAR LICENSOR, LLCBUDGET TRUCK RENTAL LLCRUNABOUT, LLCWIZARD SERVICES, INC.ZIPCAR,INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx Title: Senior Vice President; President, Budget Rent A Car System Inc. President and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC For By XXXXXX XXXXXXX & CO. LLCFor itself and on behalf of the several theseveral Initial Purchasers listed in listedin Schedule 1 hereto. By /s/ Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx Authorized Signatory

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED LLC AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET RENT A CAR LICENSOR, LLC BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Executive Vice President; President, Budget Rent A Car System Inc. President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC BARCLAYS CAPITAL INC. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxx X. Xxxxxxx Xxxxxx Authorized Signatory

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, By: AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By: AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By: AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By: AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By: AB CAR RENTAL SERVICESERVICES, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED LLC AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By: BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET RENT A CAR LICENSOR, LLC BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Title: Senior Vice President; President, Budget Rent A Car System Inc. President and Chief Securities Officer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC By: BARCLAYS CAPITAL INC. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxx Xxxxxxx Xxxxxx Authorized Signatory

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, then to the extent practicable there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yoursEAGLE ROCK ENERGY PARTNERS, AVIS BUDGET CAR RENTALL.P. By: Eagle Rock Energy GP, L.P., its general partner By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY FINANCE CORP. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY GP, L.P. By: Eagle Rock Energy G&P, LLC, its general partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ENERGY G&P, LLC By By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President President, General Counsel, Chief Compliance Officer and Treasurer AVIS BUDGET FINANCESecretary CMA PIPELINE PARTNERSHIP LLC GALVESTON BAY GATHERING LLC SUPERIOR GAS COMPRESSION, LLC EROC PRODUCTION, LLC EAGLE ROCK ENERGY ACQUISITION CO. II, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD EAGLE ROCK ENERGY ACQUISITION CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASINGEAGLE ROCK ENERGY G&P HOLDING, INC. BUDGET RENT A CAR SYSTEMEAGLE ROCK MARKETING, LLC EAGLE ROCK PIPELINE GP, LLC EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICESEAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC. By ESCAMBIA ASSET CO. LLC ESCAMBIA OPERATING CO. LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC EAGLE ROCK MID-CONTINENT HOLDING, LLC EAGLE ROCK MID-CONTINENT OPERATING, LLC EAGLE ROCK MID-CONTINENT ASSET, LLC By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President; , General Counsel, Chief Compliance Officer and Secretary EROC GATHERING COMPANY, LP EROC MIDSTREAM ENERGY, L.P. EROC QUITMAN GATHERING CO., L.P. EAGLE ROCK DESOTO PIPELINE, L.P. EAGLE ROCK ENERGY SERVICES, L.P. EAGLE ROCK FIELD SERVICES, L.P. EAGLE ROCK GOM, L.P. EAGLE ROCK GAS GATHERING & PROCESSING, LTD. EAGLE ROCK MIDSTREAM, L.P. EAGLE ROCK OPERATING, L.P. EAGLE ROCK PIPELINE, L.P. EAGLE ROCK UPSTREAM DEVELOPMENT II, L.P. MIDSTREAM GAS SERVICES, L.P. By: Eagle Rock Pipeline GP, LLC, their general partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President, Budget Rent A Car System Inc. The foregoing Agreement is hereby confirmed General Counsel, Chief Compliance Officer and accepted by the Initial Purchasers Secretary EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P. By: Eagle Rock Upstream Development Company II, Inc., its general partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EAGLE ROCK ACQUISITION PARTNERSHIP, L.P. By: Eagle Rock Upstream Development Company, Inc., its general partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary Accepted as of the date first written above. BANC OF AMERICA hereof: XXXXX FARGO SECURITIES, LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BNP PARIBAS SECURITIES LLC For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxxxxx Xxxxxx Authorized SignatoryCORP.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer Xxxx Xxxxxx Xxxx Xxxxxx Authorized Signatory AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer [Signature Page to Purchase Agreement] AB CAR RENTAL SERVICESERVICES, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED LLC AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer Xxxx Xxxxxx Xxxx Xxxxxx Authorized Signatory BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET RENT A CAR LICENSOR, LLC BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. ZIPCAR, INC. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Executive Vice President; President, Budget Rent A Car System Inc. Chief Financial Officer and Treasurer [Signature Page to Purchase Agreement] The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA CREDIT AGRICOLE SECURITIES LLC (USA) INC. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxxxxx Xxxx Xxxxx Authorized Signatory [Signature Page to Purchase Agreement] Schedule 1 Name of Initial Purchaser Principal Amount of the Notes Credit Agricole Securities (USA) Inc. $ 56,875,000 Deutsche Bank Securities Inc. 48,125,000 X.X. Xxxxxx Authorized SignatorySecurities LLC 48,125,000 Scotia Capital (USA) Inc. 21,875,000 TOTAL $ 175,000,000 Schedule 2 Subsidiary Guarantors AB Car Rental Services, Inc. ARACS LLC Avis Asia and Pacific, LLC Avis Car Rental Group, LLC Avis Caribbean, Limited Avis Enterprises, Inc. Avis Group Holdings, LLC Avis International, Ltd. Avis Operations, LLC Avis Rent A Car System, LLC BGI Leasing, Inc. Budget Rent A Car System, Inc. Budget Rent A Car Licensor, LLC Budget Truck Rental LLC PF Claims Management, Ltd. PR Holdco, Inc. Runabout, LLC Wizard Co., Inc. Wizard Services, Inc. Zipcar, Inc. Schedule 3 Subsidiaries of the Company 2233516 Ontario, Inc. AB Canada Holdings I Limited Partnership AB Canada Holdings II Partnership AB Canada Holdings III Limited Partnership AB Car Rental Services Inc. AB Funding Pty Ltd. AB Luxembourg Holdings, S.á x.x. ABG Car Services Holdings LLC ABQ Rentals, Inc. Advance Xxxx Corporation Advance Xxxx Intermediate Corporation Advance Xxxx Sub Company AE Consolidation Limited AE Holdco Limited Aegis Motor Insurance Limited AESOP Leasing Corp. AESOP Leasing LP Anji Car Rental & Leasing Company Limited Apex Car Rentals Apex Car Rentals Pty Ltd. ARAC Management Services Inc. ARACS LLC Arbitra S.A. Atlin, Inc. AU Holdco Pty Ltd. Auto Accident Consultants Pty. Limited Auto-Xxxx X.X. Xxxx (US) Holdings BV Avis Africa Limited Avis Alquile un Coche X.X. Xxxx Asia and Pacific LLC Avis Asia Limited Avis Assistance Limited Avis Budget Autoverhuur B.V. Avis Autovermietung GesbmH AvisBudget Group Limited Avis Belgium XX Xxxx Budget Auto Service GmbH Avis Budget Autovermietung Beteiligungs GmbH Avis Budget Autovermietung AG Avis Budget Autovermietung GmbH & Co KG Avis Budget Autovermietung Verwaltungs GmbH Avis Budget Car Rental Canada ULC Avis Budget Car Rental LLC Avis Budget Contact Centers Inc. Avis Budget Group Contact Centre EMEA X.X. Xxxx Budget de Puerto Rico, Inc. Avis Budget EMEA Limited Avis Budget Finance Inc. Avis Budget Finance plc Avis Budget Group BSC Korlátolt Felelõsségû Társaság Avis Budget Group Limited Avis Budget Group Pty Limited Avis Budget Holdings LLC Avis Budget International Financing, S.á x.x. Xxxx Budget Italia S.p.A. Avis Budget Italia SpA Fleet Co S.A.P.A. Avis Budget Rental Car Funding (AESOP) LLC Avis Budget Services Limited Avis Budget UK Limited Avis Car Rental Group LLC Avis Caribbean, Limited Avis Commercial Holdings Limited Avis Contact Centres Limited Avis Enterprises, Inc. Avis Europe Group Holdings BV Avis Europe Holdings Limited Avis Europe International Reinsurance Limited Avis Europe Investment Holdings Limited Avis Europe Investments Limited Avis Europe Overseas Limited Avis Europe Risk Management Limited Avis Europe & Middle East Limited Avis Finance Company (No. 2) Limited Avis Finance Company (No. 3) Limited Avis Finance Company Limited Avis Financement Vehicles SAS Avis Financial Services Limited Avis Group Holdings LLC Avis Holdings, Inc Avis India Investments Private Limited Avis International Holdings, LLC Avis International Ltd. Avis Investment Services (No. 2) Avis Investment Services Limited Avis IP Security Limited Avis Leasing Corporation Avis Leisure Services Limited Avis Licence Holdings Limited Avis Location de Voitures Sarl Avis Location de Voitures SAS Avis Lube Inc. Avis Management Pty. Limited Avis Management Services, Ltd. Avis New York General Partnership Avis Operations LLC Avis Pension Trustees Limited Avis Portugal S.G.P.S. LDA Avis Profit Share Trustees Limited Avis Rent A Car (Isle Of Man) Limited Avis Rent A Car Limited Avis Rent A Car Sdn. Bhd. Avis Rent A Car System LLC Avis Service Inc. Avis Truck Leasing Limited Aviscar Inc. Xxxxx Car and Truck Rental Inc. Barcelsure Limited Xxxx’Aria S.p.A BGI Leasing Inc. Budget Funding Corporation Budget International, Inc. Budget Locacao de Veiculos Ltda. Budget Rent A Car Australia Pty. Ltd. Budget Rent A Car Licensor, LLC Budget Rent A Car Limited Budget Rent a Car Operations Pty. Ltd. Budget Rent A Car System Inc. Budget Truck Rental LLC Budgetcar Inc. Business Rent A Car GmbH C.D. Bramall (Bingley) Limited Camfox Pty. Ltd.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Rxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice Rxxxxxxx XxxxxxxXxxx President and Treasurer By AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Rxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice Rxxxxxxx XxxxxxxXxxx President and Treasurer By AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Rxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice Rxxxxxxx XxxxxxxXxxx President and Treasurer By AB CAR RENTAL SERVICESERVICES, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED LLC AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Rxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice Rxxxxxxx XxxxxxxXxxx President and Treasurer By BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET RENT A CAR LICENSOR, LLC BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC.ZIPCAR, INC. By /s/ Xxxxx Dxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Dxxxx X. Xxxxxxx Executive Vice President; President, Budget Rent A Car System Inc. Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers Purchaser as of the date first written above. BANC OF AMERICA SECURITIES LLC For itself and on behalf of the several Initial Purchasers listed in Schedule 1 heretoBy CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxxxx Xxxxxx Authorized SignatoryJxxxxx Xxxxxxxx Jxxxxx Xxxxxxxx

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC EQT CORPORATION By /s/ Xxxxxxxx Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxxx X. Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President; President, Budget Rent A Car System Inc. The foregoing Agreement is hereby confirmed President and accepted by the Initial Purchasers Chief Financial Officer Accepted as of the date first above written aboveBANC OF AMERICA SECURITIES LLC BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES INC. WACHOVIA CAPITAL MARKETS, LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. BANC OF AMERICA SECURITIES LLC For itself and on behalf of the several Initial Purchasers listed in Schedule 1 heretoBy: /s/ Xxxxx X. Xxxxxxxx Authorized Officer BARCLAYS CAPITAL INC. By By: /s/ Yukari Saegusa Authorized Officer CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxxxxx Authorized Officer X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxxxx Authorized Officer WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxxxxxx X. Xxxxxx Authorized SignatoryOfficer Signature Page to Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount Banc of America Securities LLC $ 126,000,000 Barclays Capital Inc $ 126,000,000 Citigroup Global Markets Inc $ 126,000,000 X.X. Xxxxxx Securities Inc $ 126,000,000 Wachovia Capital Markets, LLC $ 70,000,000 BMO Capital Markets Corp. $ 21,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 21,000,000 PNC Capital Markets LLC $ 21,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 21,000,000 BNP Paribas Securities Corp. $ 10,500,000 Deutsche Bank Securities Inc. $ 10,500,000 RBS Securities Inc. $ 10,500,000 SG Americas Securities, LLC $ 10,500,000 Total $ 700,000,000 ANNEX I Issuer Free Writing Prospectuses Final Term Sheet dated May 12, 2009 EXHIBIT A Filed Pursuant to Rule 433 Registration Statement No. 333-148154 EQT CORPORATION $700,000,000

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, By AVIS BUDGET FINANCE PLC /s/ Xxxxx X. Xxxxxxx Name: Title: Xxxxx Xxxxxxx Director By AVIS BUDGET GROUP, INC. /s/ Xxxxx X. Xxxxxxx Name: Title: Xxxxx Xxxxxxx Senior Executive Vice President and Chief Financial Officer By AVIS BUDGET HOLDINGS, LLC /s/ Xxxxx X. Xxxxxxx Name: Title: Xxxxx Xxxxxxx Senior Executive Vice President and Chief Financial Officer By AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Xxxxx Xxxxxxx Senior Executive Vice President and Treasurer AVIS BUDGET FINANCE, INC. Chief Financial Officer By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICESERVICES, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED LLC AVIS BUDGET FINANCE, INC. AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Title: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET RENT A CAR LICENSOR, LLC BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx X. Xxxxxxx Name: Title: Xxxxx Xxxxxxx Title: Senior Executive Vice President; President, Budget Rent A Car System Inc. President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC By: Citigroup Global Markets Limited /s/ Xxxxxx Xxxxxx Name: Title: Xxxxxx Xxxxxx Delegated Signatory For itself themselves and on behalf the other several Underwriters, if any, named in Schedule I to the foregoing Agreement. Schedule 1 Name of Initial Purchaser Principal Amount of the several Initial Purchasers listed in Notes Citigroup Global Markets Limited €77,050,000 Crédit Agricole Corporate and Investment Bank €47,650,000 Deutsche Bank Securities Inc. €47,650,000 X.X. Xxxxxx Securities plc €47,650,000 Mitsubishi UFJ Securities International plc €10,000,000 Natixis €10,000,000 UniCredit Bank AG €10,000,000 TOTAL €250,000,000 Schedule 1 hereto2 Subsidiary Guarantors AB Car Rental Services, Inc. ARACS LLC Avis Asia and Pacific, LLC Avis Budget Finance, Inc. Avis Car Rental Group, LLC Avis Caribbean, Limited Avis Enterprises, Inc. Avis Group Holdings, LLC Avis International, Ltd. Avis Operations, LLC Avis Rent A Car System, LLC BGI Leasing, Inc. Budget Rent A Car System, Inc. Budget Rent A Car Licensor, LLC Budget Truck Rental LLC PF Claims Management, Ltd. PR Holdco, Inc. Runabout, LLC Wizard Co., Inc. Wizard Services, Inc. Schedule 3 Subsidiaries of the Company 2233516 Ontario, Inc. AB Canada Holdings I Limited Partnership AB Canada Holdings II Partnership AB Canada Holdings III Limited Partnership AB Car Rental Services Inc. AB Funding Pty Ltd. AB Luxembourg Holdings, S.á x.x. By /s/ Xxxxxxx ABG Car Services Holdings LLC Advance Xxxx Corporation Advance Xxxx Intermediate Corporation Advance Xxxx Sub Company AE Consolidation Limited AE Holdco Limited Aegis Motor Insurance Limited AESOP Leasing Corp. AESOP Leasing LP Anji Car Rental & Leasing Company Limited Apex Car Rentals ARAC Management Services Inc. ARACS LLC Arbitra S.A. AU Holdco Pty Ltd. AU NewCo Pty Ltd. Auto Accident Consultants Pty. Limited Auto-Xxxx X.X. Xxxx (US) Holdings BV Avis Africa Limited Avis Alquile un Coche X.X. Xxxx Asia and Pacific LLC Avis Asia Limited Avis Assistance Limited Avis Autoverhuur B.V. Avis Autovermietung GesbmH AvisBudget Group Limited Avis Belgium XX Xxxx Budget Auto Service GmbH Avis Budget Autovermietung Beteiligungs GmbH Avis Budget Autovermietung AG Avis Budget Autovermietung GmbH & Co KG Avis Budget Autovermietung Verwaltungs GmbH Avis Budget Car Rental Canada ULC Avis Budget Car Rental LLC Avis Budget Contact Centers Inc. Avis Budget Group Contact Centre EMEA X.X. Xxxx Budget de Puerto Rico, Inc. Avis Budget EMEA Limited Avis Budget Finance Inc. Avis Budget Group Business Support Centre Kft Avis Budget Group Limited Avis Budget Group Pty Limited Avis Budget Holdings LLC Avis Budget International Financing, S.á x.x. Xxxx Budget Italia S.p.A. Avis Budget Italia SpA Fleet Co S.A.P.A. Avis Budget Rental Car Funding (AESOP) LLC Avis Budget Services Limited Avis Budget UK Limited Avis Car Rental Group LLC Avis Caribbean, Limited Avis Commercial Holdings Limited Avis Contact Centres Limited Avis Enterprises, Inc. Avis Europe Group Holdings BV Avis Europe Holdings Limited Avis Europe International Reinsurance Limited Avis Europe Investment Holdings Limited Avis Europe Investments Limited Avis Europe Overseas Limited Avis Europe Risk Management Limited Avis Europe & Middle East Limited Avis Finance Company (No. 2) Limited Avis Finance Company (No. 3) Limited Avis Finance Company Limited Avis Financement Vehicles SAS Avis Financial Services Limited Avis Group Holdings LLC Avis Holdings, Inc Avis India Investments Private Limited Avis International Holdings, LLC Avis International Ltd. Avis Investment Services (No. 2) Avis Investment Services Limited Avis IP Security Limited Avis Leasing Corporation Avis Leisure Services Limited Avis Licence Holdings Limited Avis Location de Voitures Sarl Avis Location de Voitures SAS Avis Lube Inc. Avis Management Pty. Limited Avis Management Services, Ltd. Avis New York General Partnership Avis Operations LLC Avis Pension Trustees Limited Avis Portugal S.G.P.S. LDA Avis Profit Share Trustees Limited Avis Rent A Car (Isle Of Man) Limited Avis Rent A Car Limited Avis Rent A Car Sdn. Bhd. Avis Rent A Car System LLC Avis Service Inc. Avis Truck Leasing Limited Aviscar Inc. B2B Leasing BV Xxxxx Car and Truck Rental Inc. Barcelsure Limited Xxxx’Aria S.p.A BGI Leasing Inc. Budget Funding Corporation Budget International, Inc. Budget Locacao de Veiculos Ltda. Budget Rent A Car Australia Pty. Ltd. Budget Rent A Car Licensor, LLC Budget Rent A Car Limited Budget Rent a Car Operations Pty. Ltd. Budget Rent A Car System Inc. Budget Truck Rental LLC Budgetcar Inc. Business Rent A Car GmbH C.D. Bramall (Bingley) Limited Camfox Pty. Ltd. CCRG Servicos De Automoveis Ltda CD Intellectual Property Holdings, LLC Cellrent Limited Cendant Finance Holding Company LLC Centre Point Funding, LLC Centrus Limited Chaconne Pty. Limited Cilva Holdings Limited Cirrus Capital (Jersey) One Limited Cirrus Capital (Jersey) Two Limited Constellation Reinsurance Company Limited Ecovale Europe Leisure Holdings NV Garage St Xxxxxx Authorized Signatorysas Xxxxx XX HFS Truck Funding Corporation Manor National Limited Millennium Acquisition Sub, Inc. Xxxxxx Location de Voitures SAS Motorent Inc. National Car Rentals (Private) Limited Pathfinder Insurance Company Pause BV Payhot Limited PF Claims Management Ltd. PR Holdco, Inc. PV Holding Corp. PVI Kraftfahrzeug- Leasing GmbH Quartx Fleet Management Inc. Rent-A-Car Company, Incorporated Runabout, LLC Safeguard (Legal Expenses) Limited SCA sas Sceptre-Europe Limited Servicios Avis S.A. Show Group Enterprises Limited Show Group Enterprises Pty Limited Sovial Sociedade de Viaturas de Aluguer LDA Sovialma Sociedade de Viaturas de Aluguer da Madeira LDA Strongdraw Limited Team Fleet Financing Corporation Upperextra (No. 2) Limited Upperextra Limited Virgin Islands Enterprises Inc. W.T.H. Fleet Leasing Pty. Limited

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer Xxxx Xxxxxx Xxxx Xxxxxx Authorized Signatory AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer AB CAR RENTAL SERVICESERVICES, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED LLC AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer Xxxx Xxxxxx Xxxx Xxxxxx Authorized Signatory BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET RENT A CAR LICENSOR, LLC BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. ZIPCAR, INC. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Executive Vice President; President, Budget Rent A Car System Inc. Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA CREDIT AGRICOLE SECURITIES LLC (USA) INC. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxxxxx Xxxx Xxxxx Authorized Signatory Schedule 1 Name of Initial Purchaser Principal Amount of the Notes Credit Agricole Securities (USA) Inc. $ 56,875,000 Deutsche Bank Securities Inc. 48,125,000 X.X. Xxxxxx Authorized SignatorySecurities LLC 48,125,000 Scotia Capital (USA) Inc. 21,875,000 TOTAL $ 175,000,000 Schedule 2 Subsidiary Guarantors AB Car Rental Services, Inc. ARACS LLC Avis Asia and Pacific, LLC Avis Car Rental Group, LLC Avis Caribbean, Limited Avis Enterprises, Inc. Avis Group Holdings, LLC Avis International, Ltd. Avis Operations, LLC Avis Rent A Car System, LLC BGI Leasing, Inc. Budget Rent A Car System, Inc. Budget Rent A Car Licensor, LLC Budget Truck Rental LLC PF Claims Management, Ltd. PR Holdco, Inc. Runabout, LLC Wizard Co., Inc. Wizard Services, Inc. Zipcar, Inc. Schedule 3 Subsidiaries of the Company 2233516 Ontario, Inc. AB Canada Holdings I Limited Partnership AB Canada Holdings II Partnership AB Canada Holdings III Limited Partnership AB Car Rental Services Inc. AB Funding Pty Ltd. AB Luxembourg Holdings, S.á x.x. ABG Car Services Holdings LLC ABQ Rentals, Inc. Advance Xxxx Corporation Advance Xxxx Intermediate Corporation Advance Xxxx Sub Company AE Consolidation Limited AE Holdco Limited Aegis Motor Insurance Limited AESOP Leasing Corp. AESOP Leasing LP Anji Car Rental & Leasing Company Limited Apex Car Rentals Apex Car Rentals Pty Ltd. ARAC Management Services Inc. ARACS LLC Arbitra S.A. Atlin, Inc. AU Holdco Pty Ltd. Auto Accident Consultants Pty. Limited Auto-Xxxx X.X. Xxxx (US) Holdings BV Avis Africa Limited Avis Alquile un Coche X.X. Xxxx Asia and Pacific LLC Avis Asia Limited Avis Assistance Limited Avis Budget Autoverhuur B.V. Avis Autovermietung GesbmH AvisBudget Group Limited Avis Belgium XX Xxxx Budget Auto Service GmbH Avis Budget Autovermietung Beteiligungs GmbH Avis Budget Autovermietung AG Avis Budget Autovermietung GmbH & Co KG Avis Budget Autovermietung Verwaltungs GmbH Avis Budget Car Rental Canada ULC Avis Budget Car Rental LLC Avis Budget Contact Centers Inc. Avis Budget Group Contact Centre EMEA X.X. Xxxx Budget de Puerto Rico, Inc. Avis Budget EMEA Limited Avis Budget Finance Inc. Avis Budget Finance plc Avis Budget Group BSC Korlátolt Felelõsségû Társaság Avis Budget Group Limited Avis Budget Group Pty Limited Avis Budget Holdings LLC Avis Budget International Financing, S.á x.x. Xxxx Budget Italia S.p.A. Avis Budget Italia SpA Fleet Co S.A.P.A. Avis Budget Rental Car Funding (AESOP) LLC Avis Budget Services Limited Avis Budget UK Limited Avis Car Rental Group LLC Avis Caribbean, Limited Avis Commercial Holdings Limited Avis Contact Centres Limited Avis Enterprises, Inc. Avis Europe Group Holdings BV Avis Europe Holdings Limited Avis Europe International Reinsurance Limited Avis Europe Investment Holdings Limited Avis Europe Investments Limited Avis Europe Overseas Limited Avis Europe Risk Management Limited Avis Europe & Middle East Limited Avis Finance Company (No. 2) Limited Avis Finance Company (No. 3) Limited Avis Finance Company Limited Avis Financement Vehicles SAS Avis Financial Services Limited Avis Group Holdings LLC Avis Holdings, Inc Avis India Investments Private Limited Avis International Holdings, LLC Avis International Ltd. Avis Investment Services (No. 2) Avis Investment Services Limited Avis IP Security Limited Avis Leasing Corporation Avis Leisure Services Limited Avis Licence Holdings Limited Avis Location de Voitures Sarl Avis Location de Voitures SAS Avis Lube Inc. Avis Management Pty. Limited Avis Management Services, Ltd. Avis New York General Partnership Avis Operations LLC Avis Pension Trustees Limited Avis Portugal S.G.P.S. LDA Avis Profit Share Trustees Limited Avis Rent A Car (Isle Of Man) Limited Avis Rent A Car Limited Avis Rent A Car Sdn. Bhd. Avis Rent A Car System LLC Avis Service Inc. Avis Truck Leasing Limited Aviscar Inc. Xxxxx Car and Truck Rental Inc. Barcelsure Limited Xxxx’Aria S.p.A BGI Leasing Inc. Budget Funding Corporation Budget International, Inc. Budget Locacao de Veiculos Ltda. Budget Rent A Car Australia Pty. Ltd. Budget Rent A Car Licensor, LLC Budget Rent A Car Limited Budget Rent a Car Operations Pty. Ltd. Budget Rent A Car System Inc. Budget Truck Rental LLC Budgetcar Inc. Business Rent A Car GmbH C.D. Bramall (Bingley) Limited Camfox Pty. Ltd.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance of this Agreement by signing in shall represent a binding agreement among the space provided belowCompany, the Adviser and the Underwriters. Very truly yours, AVIS BUDGET CAR RENTALSaratoga Investment Corp. By: /s/ Hxxxx X. Xxxxxxxxx Name: Hxxxx X. Xxxxxxxxx Title: Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary Saratoga Investment Advisors, LLC By By: /s/ Cxxxxxxxx X. Xxxxxxxx Xxxxxxx Name: Cxxxxxxxx X. Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President; President, Budget Rent A Car System Inc. Managing Director The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first first-written above. BANC OF AMERICA SECURITIES LLC Rxxxxxx Jxxxx & Associates, Inc. By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Managing Director For itself and on behalf as Representative of the several Initial Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Securities Rxxxxxx Jxxxx & Associates, Inc. $50,000,000 Total $50,000,000 EXHIBIT B PRICE-RELATED INFORMATION Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated March 3, 2021 Relating to Preliminary Prospectus Supplement dated March 3, 2021 and Prospectus dated June 28, 2019 Registration No. 333-227116 SARATOGA INVESTMENT CORP. $50,000,000 4.375% Notes due 2026 PRICING TERM SHEET March 3, 2021 The following sets forth the final terms of the 4.375% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated March 3, 2021, together with the accompanying prospectus dated June 28, 2019, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer Saratoga Investment Corp. (the “Company”) Security 4.375% Notes due 2026 Expected Rating* BBB+ (Exxx-Xxxxx) Aggregate Principal Amount Offered $50,000,000 Maturity February 28, 2026 Trade Date March 3, 2021 Settlement Date** March 10, 2021 (T+5) Use of Proceeds To make investments in middle-market companies (including through SBIC subsidiaries) in accordance with the Company’s investment objective and strategies. Price to Public (Issue Price) 100% of the aggregate principal amount Coupon (Interest Rate) 4.375% Yield to Maturity 4.375% Spread to Benchmark Treasury 365 basis points Benchmark Treasury 0.5% due February 28, 2026 Benchmark Treasury Price and Yield 98-28.25/0.728% Interest Payment Dates February 28 and August 28, beginning August 28, 2021 Offer to Purchase upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs prior to maturity, holders will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Optional Redemption The Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price (as determined by the Company) equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date: • 100% of the principal amount of the Notes to be redeemed, or • the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if the Company redeems any Notes on or after November 28, 2025 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption; provided, further, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000. Denomination $2,000 and integral multiples of $1,000 in excess thereof CUSIP 80349A AD1 XXXX XX00000XXX00 Underwriting Discount 2.000% Book-Running Manager Rxxxxxx Jxxxx & Associates, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the second business day before delivery thereof will be required, by virtue of the fact that the Notes initially will settle T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers listed of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors. Investors are advised to carefully consider the investment objectives, risks, charges and expenses of the Company before investing. The Preliminary Prospectus, which has been filed with the U.S. Securities and Exchange Commission (“SEC”), contains this and other information about the Company and should be read carefully before investing. The information in Schedule 1 heretothe Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. By /s/ The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted. A shelf registration statement relating to these securities is on file with and has been declared effective by the SEC. Before you invest, you should read the Preliminary Prospectus, the accompanying prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EXXXX on the SEC web site at wxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and the accompanying prospectus if you request it from Rxxxxxx Jxxxx & Associates, Inc., 800 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx Xxxxxx Authorized Signatory00000, xmail: pxxxxxxxxx@xxxxxxxxxxxx.xxx, tel: 800-000-0000. SCHEDULE A

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingthe Representatives’ understanding of our agreement, please indicate your acceptance kindly sign and return to the Company one of this Agreement by signing the counterparts hereof, whereupon it will become a binding agreement among the Selling Stockholders, the Company and the several Underwriters in the space provided belowaccordance with its terms. Very truly yours, AVIS BUDGET CAR RENTALABRY BROADCAST PARTNERS II, LLC By L.P. BY: ABRY CAPITAL, L.P. ITS GP BY: ABRY HOLDINGS, LLC, ITS GP BY: ABRY HOLDINGS CO, ITS SOLE MEMBER By: /s/ Xxx Xxxxxxxx Xxxxxxx Name: Xxx Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCEAuthorized Signatory ABRY BROADCAST PARTNERS III, INC. By L.P. BY: ABRY CAPITAL, L.P. ITS GP BY: ABRY HOLDINGS, LLC, ITS GP BY: ABRY HOLDINGS CO, ITS SOLE MEMBER By: /s/ Xxx Xxxxxxxx Xxxxxxx Name: Xxx Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET Authorized Signatory NEXSTAR BROADCASTING GROUP, INC. By By: /s/ Xxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxxxx Xxxxxx. X. Xxxxxx Title: Executive Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President; President, Budget Rent A Car System Inc. Chief Financial Officer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written aboveabove written. BANC OF AMERICA CREDIT SUISSE SECURITIES (USA) LLC XXXXX FARGO SECURITIES, LLC UBS SECURITIES LLC For itself and Acting on behalf of themselves and as the Representatives of the several Initial Purchasers listed in Schedule 1 heretoUnderwriters. By CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxx Authorized SignatoryX. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director SCHEDULE I PART A Selling Stockholder Number of Firm Securities to be Sold Number of Optional Securities to be Sold ABRY Broadcast Partners II, L.P. 3,462,451 519,368 ABRY Broadcast Partners III, L.P. 4,537,549 680,632 Total 8,000,000 1,200,000 PART B Underwriter Number of Firm Securities to be Purchased Credit Suisse Securities (USA) LLC 2,800,000 Xxxxx Fargo Securities, LLC 2,400,000 UBS Securities LLC 1,600,000 RBC Capital Markets, LLC 800,000 Evercore Group L.L.C. 400,000 Total 8,000,000

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By LLC, By: /s/ Xxxxxxxx Xxxxxxx Xxxx Xxxxxx Name: Xxxxxxxx Xxxxxxx Xxxx Xxxxxx Title: Vice President and Treasurer Authorized Signatory AVIS BUDGET FINANCE, INC. By By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET GROUP, INC. By By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer AVIS BUDGET HOLDINGS, LLC By By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxx Title: Senior Executive Vice President and Treasurer Chief Financial Officer AB CAR RENTAL SERVICESERVICES, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED LLC AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By By: /s/ Xxxxxxxx Xxxxxxx Xxxx Xxxxxx Name: Xxxxxxxx Xxxxxxx Xxxx Xxxxxx Title: Vice President and Treasurer Authorized Signatory BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET RENT A CAR LICENSOR, LLC BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICESSERVICE, INC.ZIPCAR, INC. By By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Executive Vice President; President, Budget Rent A Car System Inc. Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By By: /s/ Xxxxxxx Xxxxxx Authorized SignatoryXxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any sectionSection, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of sign and return to the Company a counterpart hereof, whereupon this Agreement by signing instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in the space provided belowaccordance with its terms. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICESPDC ENERGY, INC. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President; PresidentChief Executive Officer and President CONFIRMED AND ACCEPTED, Budget Rent A Car System Inc. The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director EXHIBIT A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4,500,000 Total 4,500,000 EXHIBIT B SUBSIDIARIES OF THE COMPANY Name Jurisdiction of Organization Type of Entity Xxxxx Natural Gas Company West Virginia Corporation PDC Mountaineer, LLC** Delaware Limited Liability Company PDC Mountaineer Operating, LLC Delaware Limited Liability Company PA PDC LLC Delaware Limited Liability Company Seneca-Upshur Petroleum, LLC West Virginia Limited Liability Company PDC Eastern Operations Company, LLC Delaware Limited Liability Company PDC, LLC West Virginia Limited Liability Company DP 2004 Merger Sub LLC Delaware Limited Liability Company Garden Gulch, LLC Colorado Limited Liability Company ** PDC Mountaineer, LLC (“PDCM”) is 50% owned by the Company and the Company does not consider it a subsidiary as defined in Rule 405 under the Securities Act. As indicated in Section 1(g), however, PDCM and its subsidiaries are included in the term “Subsidiaries” for the purposes of this agreement. EXHIBIT C LIST OF PERSONS SUBJECT TO LOCK-UP Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxx Authorized SignatoryX. Xxxxxxxx, Xx. Xxxxxx X. Xxxxxx Xxxxx X. Xxxxx

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxx Xxxxx Xxxxxxx Name: Xxx Xxxxx Xxxxxxx Title: Senior Vice President; President, Budget Rent A Car System Inc. Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxxxxx Xxxxxx Xxxxxxxxxxx X. Xxxx Authorized Signatory