Common use of Additional Time of Sale Information Clause in Contracts

Additional Time of Sale Information. 1. Pricing Term Sheet dated August 19, 2013 containing the terms of the Securities, substantially in the form of Annex B. B2Gold Corp. ANNEX B $225,000,000 3.25% Convertible Senior Subordinated Notes due 2018 Pricing Term Sheet, dated August 19, 2013 to Preliminary Offering Memorandum dated August 19, 2013 Strictly Confidential This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. The notes and the common shares issuable upon conversion of the notes, if any, have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. In addition, the notes may only be sold pursuant to an exemption from the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada, including the Securities Act (British Columbia). The notes and the common shares issuable upon conversion of the notes, if any, are not transferable except in accordance with the restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum. All dollar amounts herein are stated in U.S. dollars. Issuer: B2Gold Corp. (NYSE MKT: BTG and TSX: BTO) Securities: 3.25% Convertible Senior Subordinated Notes due 2018 Offering Size: $225,000,000 ($258,750,000 if the initial purchasers exercise their option to purchase additional notes in full) Maturity: October 1, 2018, unless earlier redeemed, repurchased or converted Issue Price: 100% of principal amount, plus accrued interest, if any, from the Settlement Date (as defined below) Interest Rate: 3.25% per annum accruing from the Settlement Date, payable semi- annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2014 NYSE MKT Last Reported Sale Price on August 19, 2013: $2.86 per common share Conversion Premium: Approximately 37.5% above the NYSE MKT Last Reported Sale Price on August 19, 2013 Initial Conversion Rate: 254.2912 common shares per $1,000 principal amount of notes Initial Conversion Price: Approximately $3.93 per common share Use of Proceeds: The net proceeds to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable by the Issuer in connection with this offering, will be approximately $217.5 million (or approximately $250.3 million if the initial purchasers exercise their over- allotment option in full). The Issuer intends to use the net proceeds for general corporate purposes.

Additional Time of Sale Information. 1. Pricing Term Sheet dated August 19, 2013 sheet containing the terms of the Securities, substantially in the form of Annex B. B2Gold Corp. ANNEX B $225,000,000 3.25% Convertible Senior Subordinated Notes due 2018 Pricing Term Sheetterm sheet dated February 4, dated August 19, 2013 2014 to Preliminary Offering Memorandum dated August 19February 4, 2013 Strictly Confidential 2014 of Netflix, Inc. (the “Company”) This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned Other information (including financial information) presented in the Preliminary Offering MemorandumMemorandum is deemed to have changed to the extent affected by the changes described herein. The notes and the common shares issuable upon conversion of the notes, if any, have not been registered under the U.S. Securities Act of 1933, as amended (amended, or the “Securities Act”) securities laws of any other jurisdiction and are being offered and sold only to (1) “qualified institutional buyers buyers” as defined in accordance with Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Prospective purchasers that Issuer: Netflix, Inc. Guarantees: The notes generally are qualified institutional buyers are hereby notified that not required to be guaranteed by any subsidiaries. In the seller of future, the notes may be relying guaranteed on the exemption from the provisions of Section 5 of the Securities Act provided a senior unsecured basis by Rule 144A. In addition, the notes may only be sold pursuant to an exemption from the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada, including the Securities Act (British Columbia)certain subsidiaries. The notes and the common shares issuable upon conversion of the notes, if any, are not transferable except in accordance Security Description: Senior Unsecured Notes Distribution: 144A/RegS with the restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum. All dollar amounts herein are stated in U.S. dollars. Issuer: B2Gold Corp. (NYSE MKT: BTG and TSX: BTO) Securities: 3.25% Convertible Senior Subordinated Notes due 2018 Offering SizeContingent Registration Rights Face: $225,000,000 (400,000,000 Gross Proceeds: $258,750,000 if the initial purchasers exercise their option to purchase additional notes in full) 400,000,000 Coupon: 5.750% Maturity: October Xxxxx 0, 0000 Xxxxxxxx Price: 100.000% Yield to Maturity: 5.750% Spread to Treasury: +313 basis points Benchmark: UST 2.750% due November 15, 2023 Interest Pay Dates: March 1 and September 1 Record Dates: February 15 and August 15 Beginning: September 1, 2018, unless earlier redeemed, repurchased or converted Issue Price2014 Optional Redemption: 100Make-whole call at T+50bps prior to maturity Change of Control: Put @ 101% of principal amount, plus accrued interestinterest Trade Date: February 4, if any, from the Settlement Date (as defined below) Interest Rate: 3.25% per annum accruing from the 2014 Settlement Date, payable semi- annually in arrears on April 1 and October 1 of each year, beginning on April 1: (T+10) February 19, 2014 NYSE MKT Last Reported Sale Price The initial purchasers expect that delivery of the notes will be made to investors on August or about February 19, 2013: $2.86 per common share Conversion Premium: Approximately 37.5% above 2014, which will be the NYSE MKT Last Reported Sale Price on August 10th business day following the date of this offering memorandum (such settlement being referred to as T+10). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than three business days prior to February 19, 2013 Initial Conversion Rate: 254.2912 common shares per $1,000 principal amount of notes Initial Conversion Price: Approximately $3.93 per common share Use of Proceeds: The net proceeds to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable by the Issuer in connection with this offering, 2014 will be approximately $217.5 million (or approximately $250.3 million if required, by virtue of the initial purchasers exercise fact that the notes initially settle in T+10, to specify an alternate settlement arrangement to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their over- allotment option in full)deliver date hereunder should consult their advisors. The Issuer intends to use the net proceeds for general corporate purposes.CUSIP: 144A: 64110L AF3 Reg S: U74079 AC5 ISIN: 144A: US64110LAF31 Reg S: USU74079AC59 Denominations: 2,000x1,000 Joint-Lead Bookrunners: Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx & Co.

Additional Time of Sale Information. 1. Pricing Term Sheet dated August 19, 2013 Supplement containing the terms of the Securities, substantially in the form of Annex B. B2Gold Corp. ANNEX B Exhibit A. EXHIBIT A Pricing Supplement [Attached] EXHIBIT A-1 MPH ACQUISITION HOLDINGS LLC $225,000,000 3.251,050,000,000 5.50% Convertible Senior Subordinated Secured Notes due 2018 2028 August 17, 2021 Pricing Term Sheet, Supplement Pricing Supplement dated August 1917, 2013 2021 to the Preliminary Offering Memorandum Circular dated August 1916, 2013 Strictly Confidential 2021 of MPH Acquisition Holdings LLC (as supplemented through and including the date hereof, the “Preliminary Offering Circular”). This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum (the “Preliminary Offering Memorandum”)Circular. The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and updates Circular and supersedes the information in the Preliminary Offering Memorandum Circular to the extent it is inconsistent with the information in the Preliminary Offering MemorandumCircular. Terms Capitalized terms used and in this Pricing Supplement but not defined herein have the meanings assigned given them in the Preliminary Offering MemorandumCircular. The notes and aggregate principal amount of Notes to be issued in the common shares issuable upon conversion offering has increased from $775,000,000 to $1,050,000,000, which represents an increase of the notes, if any, have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption $275,000,000 from the provisions aggregate principal amount of Section 5 of the Securities Act provided by Rule 144A. In addition, the notes may only be sold pursuant to an exemption from the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada, including the Securities Act (British Columbia). The notes and the common shares issuable upon conversion of the notes, if any, are not transferable except in accordance with the restrictions described under “Transfer restrictions” Notes set forth in the Preliminary Offering MemorandumCircular. All dollar amounts herein are stated in U.S. dollarsSee “Use of Proceeds” and “Changes to the Preliminary Offering Circular” below. Issuer MPH Acquisition Holdings LLC (the “Issuer: B2Gold Corp. (NYSE MKT: BTG ”) Guarantees The Notes will be jointly and TSX: BTO) Securities: 3.25severally guaranteed on a senior secured basis by each of the Issuer’s wholly owned domestic restricted subsidiaries that guarantee the Issuer’s existing senior secured credit facilities. Title of Securities 5.50% Convertible Senior Subordinated Secured Notes due 2018 Offering Size: 2028 (the “Notes”) Aggregate Principal Amount $225,000,000 ($258,750,000 if the initial purchasers exercise their option to purchase additional notes in full) Maturity: October 1,050,000,000 Distribution 144A/Regulation S; no registration rights Maturity Date September 1, 20182028 Issue Price 100.000% Coupon 5.50%. Interest will accrue from August 24, unless earlier redeemed2021. Benchmark Treasury 3.125% due November 15, repurchased or converted Issue Price: 1002028 Benchmark Treasury Yield 1.04% of principal amount, plus accrued interest, if any, from the Settlement Date (as defined below) Spread to Benchmark Treasury + 446 basis points Yield to Maturity 5.50% Interest Rate: 3.25% per annum accruing from the Settlement Date, payable semi- annually in arrears on April Payment Dates March 1 and October September 1 of each year, beginning on April March 1, 2014 NYSE MKT Last Reported Sale 2022 Record Dates February 15 and August 15 of each year Trade Date August 17, 2021 Settlement Date August 24, 2021 Make-Whole Redemption Make-whole redemption at Treasury Rate + 50 basis points prior to September 1, 2024 Optional Redemption On or after September 1, 2024, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on September 1 of the years indicated below: Year Price 2024 102.750% 2025 101.375% 2026 and thereafter 100.000% Additional Redemption Right At any time prior to September 1, 2024, we may redeem during each 12-month period commencing on August 19, 2013: $2.86 per common share Conversion Premium: Approximately 37.5the issue date up to 10% above of the NYSE MKT Last Reported Sale Price on August 19, 2013 Initial Conversion Rate: 254.2912 common shares per $1,000 aggregate principal amount of the notes Initial Conversion Price: Approximately $3.93 per common share at a purchase price equal to 103.000% of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Equity Clawback Up to 40% at 105.50% prior to September 1, 2024 Change of Control 101% plus accrued and unpaid interest, if any Use of Proceeds: The net proceeds to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable by the Issuer in connection with this offering, will be approximately $217.5 million (or approximately $250.3 million if the initial purchasers exercise their over- allotment option in full). Proceeds The Issuer intends to will use the net proceeds for general corporate purposesof this offering and borrowings under its $1,325 million new senior secured term loan facility (i) to repay all of its indebtedness under its existing senior term loan facility and (ii) to pay fees and expenses in connection therewith. The Issuer will use cash on hand to repay any accrued and unpaid interest on the existing senior term loan. Joint Book-Running Managers Xxxxxxx Xxxxx & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. UBS Securities LLC CUSIP and ISIN Numbers Rule 144A CUSIP: 553283 AD4 Rule 144A ISIN: US553283AD43 Regulation S CUSIP: U6203K AE4 Regulation S ISIN: USU6203KAE48 Denominations Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Additional Time of Sale Information. 1. Pricing Term Sheet dated August 19, 2013 sheet containing the terms of the Securities, substantially in the form of Annex B. B2Gold Corp. ANNEX B $225,000,000 3.25See attached. ANNEX B PRICING TERM SHEET DATED DECEMBER 15, 2023 KINETIK HOLDINGS LP 6.625% Convertible Senior Subordinated Notes due 2018 Pricing Term SheetSUSTAINABILITY-LINKED SENIOR NOTES DUE 2028 The information in this pricing term sheet supplements the preliminary offering memorandum, dated August 19December 15, 2013 to 2023 (the “Preliminary Offering Memorandum”), and supplements and supersedes the information in the Preliminary Offering Memorandum dated August 19to the extent supplementary to or inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, 2013 Strictly Confidential This this pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent should be read together with the information in the Preliminary Offering Memorandum. Terms used and but not defined herein shall have the respective meanings assigned set forth in the Preliminary Offering Memorandum. The notes and the common shares issuable upon conversion of the notes, if any, have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) ), or the securities laws of any other jurisdiction, and are being offered and sold only to persons reasonably believed to be “qualified institutional buyers in accordance with buyers” pursuant to Rule 144A under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that Act and outside the seller of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. In addition, the notes may only be sold pursuant United States to an exemption from the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada, including the Securities Act (British Columbia). The notes and the common shares issuable upon conversion of the notes, if any, are not transferable except non-U.S. persons in accordance with Regulation S under the restrictions described under Securities Act. For details about eligible offers, deemed representations and agreements by investors and transfer restrictions, see “Transfer restrictions” in the Preliminary Offering Memorandum. All dollar amounts herein are stated in U.S. dollars. Issuer: B2Gold Corp. (NYSE MKTKinetik Holdings LP Securities Title: BTG and TSX: BTO) Securities: 3.256.625% Convertible Sustainability-Linked Senior Subordinated Notes due 2018 Offering Size2028 (the “notes”) The notes offered hereby constitute an additional issuance of, and will form a single series of debt securities with, the outstanding $500,000,000 aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028, issued on December 6, 2023. Upon completion of this offering, the aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 outstanding will be $800,000,000. Principal Amount: $225,000,000 300,000,000 (increased from $258,750,000 200,000,000) Gross Proceeds: $301,500,000 Distribution: 144A and Regulation S (no registration rights) Maturity Date: December 15, 2028 Interest Rate: 6.625% Interest Payment Dates: June 15 and December 15, commencing on June 15, 2024 Record Dates: June 1 and December 1 of each year Interest Rate Step-Up Date (if SPTs have not been satisfied and verified): June 15, 2027 (with the initial purchasers exercise their option first payment on such stepped-up interest rate due on December 15, 2027) Subsequent SPT Notice Date (if SPT 1 and/or SPT 2 are satisfied and verified subsequent to purchase additional notes in fullthe Interest Rate Step-Up Date): June 15, 2028 (with the first payment on such interest rate due on December 15, 2028, if applicable) Maturity: October 1, 2018, unless earlier redeemed, repurchased or converted Issue Price: 100100.500% plus accrued interest from December 6, 2023 Yield to Worst: 6.479% Ratings:* Ba1/BB+/BB+ Trade Date: December 15, 2023 Settlement Date: December 19, 2023 (T+2) Temporary Regulation S CUSIP/ISIN: X00000XX0 / USU49467AC44 CUSIP Numbers: 144A: 00000XXX0 Reg. S: X00000XX0 (Permanent) ISIN Numbers: 144A: US49461MAB63 Reg. S: USU49467AB60 (Permanent) Denominations: $2,000 and multiples of $1,000 in excess thereof Global Coordinators: Xxxxx Fargo Securities, LLC BofA Securities, Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC TD Securities (USA) LLC Truist Securities, Inc. Optional Redemption: Make-whole call @ T+50 bps prior to December 15, 2025, then: On or after December 15, 2025: A B C D Redemption Price (if (x) all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for all three Sustainability Performance Targets or (y) all Sustainability Performance Targets are satisfied) Redemption Price (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for two of three Sustainability Performance Targets) Redemption Price (if all Sustainability Performance Targets are not satisfied, but an Expected SPT Satisfaction Certificate is delivered for one of three Sustainability Performance Targets) Redemption Price (if all Sustainability Performance Targets are not satisfied and no Expected SPT Satisfaction Certificate is delivered) Year Percentage 2025 103.313 % 103.354 % 103.396 % 103.437 % 2026 101.656 % 101.677 % 101.698 % 101.719 % 2027 and thereafter 100.000 % 100.000 % 100.000 % 100.000 % Change of Control: Putable at 101% of principal amountprincipal, plus accrued and unpaid interest; provided that, if any, from the Settlement Date (as defined below) Interest Rate: 3.25% per annum accruing from the Settlement Date, payable semi- annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2014 NYSE MKT Last Reported Sale Price on August 19, 2013: $2.86 per common share Conversion Premium: Approximately 37.5% above the NYSE MKT Last Reported Sale Price on August 19, 2013 Initial Conversion Rate: 254.2912 common shares per $1,000 principal amount of notes Initial Conversion Price: Approximately $3.93 per common share Use of Proceeds: The net proceeds it occurs prior to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable delivery by the Issuer of a Satisfaction Notification on or before the Step-Up Notice Date and an Expected SPT Satisfaction Certificate is not delivered with respect to each SPT, then such purchase price shall be increased by 0.0833% for each SPT not set forth in connection with this such Expected SPT Satisfaction Certificate as expected to be satisfied on or before the Step-Up Notice Date * 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. This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. This communication does not constitute an offer to sell or the solicitation of an offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Please refer to the Preliminary Offering Memorandum for a complete description. The notes have not been registered under the Securities Act, will or any other securities laws, and may not be approximately $217.5 million (offered or approximately $250.3 million if sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial purchasers exercise their over- allotment option are initially offering the notes only (1) to persons reasonably believed to be qualified institutional buyers as defined in, and in full)reliance on, Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. The Issuer intends to use the net proceeds for general corporate purposes.ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM. ANNEX C

Additional Time of Sale Information. 1. Pricing Term Sheet dated August 19, 2013 sheet containing the terms of the Securitiessecurities, substantially in the form of Annex B. B2Gold Corp. ANNEX B $225,000,000 3.25Pricing Supplement Strictly Confidential Res-Care, Inc.$200,000,000 10.75% Convertible Senior Subordinated Notes due 2018 2019 Pricing Term SheetSupplement dated December 16, dated August 19, 2013 2010 to the Preliminary Offering Memorandum dated August 19December 8, 2013 Strictly Confidential 2010 of Res-Care, Inc. This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum (the “Preliminary Offering Memorandum”), which is hereby incorporated by reference. The information in this pricing term sheet supplements the Preliminary Offering Memorandum and Pricing Supplement updates and supersedes the any information in the Preliminary Offering Memorandum to the extent it which is inconsistent inconsistent, or prepared based on assumptions that are inconsistent, with the information in the Preliminary Offering Memorandumbelow. Terms Unless otherwise indicated, terms used and but not defined herein have the meanings assigned to such terms in the Preliminary Offering Memorandum. The notes (and the common shares issuable upon conversion of the notes, if any, related guarantees) have not been registered under the U.S. Securities Act of 1933or any other securities laws. Unless they are registered, as amended (the “notes may be offered only in transactions that are exempt from registration under the Securities Act”) Act and applicable state securities laws. We and the initial purchasers are being offered and sold offering the notes only to qualified institutional buyers in accordance with under Rule 144A and to persons outside the United States in reliance on Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. In additionFor further details about eligible offerees and resale restrictions, the notes may only be sold pursuant to an exemption from the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada, including the Securities Act (British Columbia). The notes and the common shares issuable upon conversion of the notes, if any, are not transferable except in accordance with the restrictions described under see “Transfer restrictions” in the Preliminary Offering Memorandum. All dollar amounts herein are stated See “Risk factors” beginning on page 19 of the Preliminary Offering Memorandum for a discussion of certain risks that you should consider in U.S. dollarsconnection with an investment in the notes. Other information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent effected by the changes described herein. Issuer: B2Gold Corp. Res-Care, Inc. (NYSE MKTthe “Issuer”) Security Description: BTG and TSX: BTO) Securities: 3.2510.75% Convertible Senior Subordinated Notes due 2018 Offering Size2019 Distribution: Rule 144A / Regulation S with Registration Rights Principal Amount: $225,000,000 (200,000,000 Gross Proceeds: $258,750,000 if the initial purchasers exercise their option to purchase additional notes in full) 200,000,000 Maturity: October 1January 15, 2018, unless earlier redeemed, repurchased or converted 2019 Coupon: 10.75% Issue Price: 100100.000% of face amount Yield to Maturity: 10.75% Spread to Benchmark Treasury: +762 bps Benchmark Treasury: UST 2.75% due 2/15/2019 Interest Payment Dates: January 15 and July 15, commencing July 15, 2011 Record Dates: January 1 and July 1 Equity clawback: Up to 35% at 110.75%, on or prior to January 15, 2014 Optional redemption: Make-whole call @ T+50 bps prior to January 15, 2015, then On or after At the redemption price of January 15, 2015 105.375 % January 15, 2016 102.688 % January 15, 2017 and thereafter 100.000 % Change of control: Putable at 101% of principal amount, plus accrued interestinterest Trade date: December 16, if any2010 Settlement date: December 22, 2010 (T+4). CUSIP Numbers: 144A Regulation S CUSIP: 760943 AK6 CUSIP: U76090 AD8 ISIN: US760943AK62 ISIN: USU76090AD82 Ratings: B3 (Xxxxx’x) / B- (S&P)(1) Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-Managers: Fifth Third Securities, Inc. U.S. Bancorp Investments, Inc. Changes to the Preliminary Offering Memorandum: In addition, the following changes will be made to the Preliminary Offering Memorandum as well as additional conforming changes consistent with the changes described herein: Preamble On page iii of the Preliminary Offering Memorandum, the last paragraph relating to the settlement date is replaced in its entirety with the following: “It is expected that delivery of the notes will be made against payment there for on or about December 22, 2010, which is the fourth business day following the date hereof (such settlement cycle being referred to as “T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing should consult their own advisors.” Description of other indebtedness The Issuer’s new senior secured credit facilities on which the notes offering is conditioned may vary in principal amount or maturity from the Settlement Date (description under the caption “Description of other indebtedness” as defined below) Interest Rate: 3.25% per annum accruing from the Settlement Date, payable semi- annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2014 NYSE MKT Last Reported Sale Price on August 19, 2013: $2.86 per common share Conversion Premium: Approximately 37.5% above the NYSE MKT Last Reported Sale Price on August 19, 2013 Initial Conversion Rate: 254.2912 common shares per $1,000 principal amount of notes Initial Conversion Price: Approximately $3.93 per common share Use of Proceeds: The net proceeds to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable by the Issuer in connection with this offering, will be approximately $217.5 million (or approximately $250.3 million if the initial purchasers exercise their over- allotment option in full). The Issuer intends to use the net proceeds for general corporate purposes.follows:

Additional Time of Sale Information. 1. Pricing Term Sheet dated August 19, 2013 sheet containing the terms of the Securities, substantially in the form of Annex B. B2Gold Corp. ANNEX B Pricing Term Sheet [See attached] PRICING SUPPLEMENT, DATED JULY 11, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource, Inc. $225,000,000 3.2575,000,000 6.750% Convertible Senior Subordinated Secured Notes due 2018 Pricing Term Sheet, dated August 19, 2013 to Preliminary Offering Memorandum dated August 19, 2013 Strictly Confidential 2027 This pricing term sheet supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary Offering Memorandum preliminary offering circular dated July 11, 2019 (the “Preliminary Offering MemorandumCircular”). The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and updates Circular and supersedes the information in the Preliminary Offering Memorandum Circular to the extent it is inconsistent with the information in the Preliminary Offering MemorandumCircular. Terms Capitalized terms used and in this Pricing Supplement but not defined herein have the meanings assigned given them in the Preliminary Offering MemorandumCircular. The notes and Other information (including financial information) presented in the common shares issuable upon conversion Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Inc. Title of the notes, if any, have not been registered under the U.S. Securities Act of 1933, as amended Securities: 6.750% Senior Secured Notes due 2027 (the “Securities ActNotes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes under the indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and are being issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered and sold only hereby issued pursuant to qualified institutional buyers in accordance with Rule 144A Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that , will trade separately under a different CUSIP number until 40 days after the seller issue date of the notes Notes offered hereby, but thereafter, any such holder may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. In addition, the notes may only be sold transfer their Notes offered hereby issued pursuant to an exemption from Regulation S into the prospectus requirements of applicable securities laws in each of same CUSIP number as the provinces and territories of Canada, including the Securities Act (British ColumbiaExisting 2027 Notes issued pursuant to Regulation S). The notes and the common shares issuable upon conversion of the notes, if any, are not transferable except in accordance with the restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum. All dollar amounts herein are stated in U.S. dollars. Issuer: B2Gold Corp. (NYSE MKT: BTG and TSX: BTO) Securities: 3.25% Convertible Senior Subordinated Notes due 2018 Offering SizePrincipal Amount: $225,000,000 ($258,750,000 if the initial purchasers exercise their option to purchase additional notes in full) Maturity75,000,000 Maturity Date: October June 1, 2018, unless earlier redeemed, repurchased or converted 2027 Issue Price: 100104.500% of principal amount, plus accrued interestinterest from May 30, if any, from the Settlement Date (as defined below) Interest Rate2019 Coupon: 3.256.750% per annum accruing from the Settlement Date, payable semi- annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2014 NYSE MKT Last Reported Sale Price on August 19, 2013Yield to Maturity: 5.679% Gross Proceeds: $2.86 per common share Conversion Premium78,375,000.00 Spread to Benchmark: Approximately 37.5+382.7 basis points Benchmark: 2.00% above the NYSE MKT Last Reported Sale Price on August 19UST due May 31, 2013 Initial Conversion Rate: 254.2912 common shares per $1,000 principal amount of notes Initial Conversion Price: Approximately $3.93 per common share Use of Proceeds: The net proceeds to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable by the Issuer in connection with this offering, will be approximately $217.5 million (or approximately $250.3 million if the initial purchasers exercise their over- allotment option in full). The Issuer intends to use the net proceeds for general corporate purposes.2024 Ratings* B2 / BB-

Additional Time of Sale Information. 1. Pricing Term Sheet dated August 19, 2013 The pricing supplement containing the terms of the Securities, substantially in the form of Annex B. B2Gold Corp. ANNEX B [Form of Pricing Supplement] Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. $225,000,000 3.25175,000,000 5.50% Convertible Senior Subordinated Notes due 2018 2023 November 6, 2014 Pricing Term SheetSupplement Pricing Supplement dated November 6, dated August 19, 2013 2014 to the Preliminary Offering Memorandum dated August 19November 6, 2013 Strictly Confidential 2014 of Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. This pricing term sheet Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms Capitalized terms used and in this Pricing Supplement but not defined herein have the meanings assigned given to them in the Preliminary Offering Memorandum. The notes Issuers Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. (together, the “Company”) Guarantors Avis Budget Group, Inc., Avis Budget Holdings, LLC and the common shares issuable upon conversion Company’s existing and future direct and indirect domestic subsidiaries that also guarantee the Company’s senior credit facilities Title of the notes, if any, have not been registered under the U.S. Securities Act of 1933, as amended 5.50% Senior Notes due 2023 (the “Securities ActNotes”) Aggregate Principal Amount $175,000,000 Gross Proceeds (excluding accrued interest) $174,343,750 Maturity Date April 1, 2023 Issue Price 99.625%, plus accrued and are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption unpaid interest from the provisions of Section 5 of the Securities Act provided by Rule 144A. In addition, the notes may only be sold pursuant to an exemption from the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada, including the Securities Act (British Columbia). The notes and the common shares issuable upon conversion of the notes, if any, are not transferable except in accordance with the restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum. All dollar amounts herein are stated in U.S. dollars. Issuer: B2Gold Corp. (NYSE MKT: BTG and TSX: BTO) Securities: 3.25% Convertible Senior Subordinated Notes due 2018 Offering Size: $225,000,000 ($258,750,000 if the initial purchasers exercise their option to purchase additional notes in full) Maturity: October 1, 20182014 Coupon 5.500% Yield to Maturity 5.556% Benchmark Treasury 2.000% due February 15, unless earlier redeemed, repurchased or converted Issue Price: 100% of principal amount, plus accrued interest, if any, from the Settlement Date (as defined below) 2023 Spread to Benchmark Treasury 331 bps Interest Rate: 3.25% per annum accruing from the Settlement Date, payable semi- annually in arrears on Payment Dates April 1 and October 1 of each year, beginning on April 1, 2015 Record Dates March 15 and September 15 of each year Trade Date November 6, 2014 NYSE MKT Last Reported Sale Settlement Date We expect the settlement date to be on November 14, 2014, which is the 5th business day following the date of the pricing of the Notes. Since trades in the secondary market generally settle in three business days, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. Make-Whole Redemption Make whole redemption at Treasury Rate + 50 basis points prior to April 1, 2018 Optional Redemption On or after April 1, 2018 at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on April 1 of the years indicated below: Year Price 2018 102.750% 2019 101.833% 2020 100.917% 2021 and thereafter 100.000% Equity Clawback Up to 35% at 105.5% on August 19or before April 1, 2013: $2.86 per common share Conversion Premium: Approximately 37.52016 Change of Control 101% above the NYSE MKT Last Reported Sale Price on August 19, 2013 Initial Conversion Rate: 254.2912 common shares per $1,000 principal amount of notes Initial Conversion Price: Approximately $3.93 per common share plus accrued and unpaid interest Use of Proceeds: The net proceeds to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable by the Issuer in connection with this offering, will be approximately $217.5 million (or approximately $250.3 million if the initial purchasers exercise their over- allotment option in full). The Issuer intends Proceeds We intend to use the net proceeds from this offering for general corporate purposes, including the Budget Licensee Acquisition. Joint Book-Running Managers Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Co-Managers Scotia Capital (USA) Inc. Distribution 144A/Regulation S (with Registration Rights) Denominations $2,000 minimum, and in increments of $1,000 for all denominations in excess thereof CUSIP Numbers Rule 144A: 000000XX0 Regulation S: X00000XX0 ISIN Numbers Rule 144A: US053773AZ03 Regulation S: USU05375AM94 This material is strictly confidential and has been prepared solely for use in connection with the proposed offering of the securities described in the Preliminary Offering Memorandum. This material is personal to each offeree and does not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire the securities. Please refer to the Preliminary Offering Memorandum for a complete description.

Additional Time of Sale Information. 1. Pricing Term Sheet dated August 19, 2013 sheet containing the terms of the Securities, substantially in the form of Annex B. B2Gold Corp. ANNEX B Pricing Term Sheet [See attached] B-1 PRICING SUPPLEMENT, DATED JULY 11, 2019 TO PRELIMINARY OFFERING CIRCULAR DATED JULY 11, 2019 STRICTLY CONFIDENTIAL Builders FirstSource, Inc. $225,000,000 3.2575,000,000 6.750% Convertible Senior Subordinated Secured Notes due 2018 Pricing Term Sheet, dated August 19, 2013 to Preliminary Offering Memorandum dated August 19, 2013 Strictly Confidential 2027 This pricing term sheet supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary Offering Memorandum preliminary offering circular dated July 11, 2019 (the “Preliminary Offering MemorandumCircular”). The information in this pricing term sheet Pricing Supplement supplements the Preliminary Offering Memorandum and updates Circular and supersedes the information in the Preliminary Offering Memorandum Circular to the extent it is inconsistent with the information in the Preliminary Offering MemorandumCircular. Terms Capitalized terms used and in this Pricing Supplement but not defined herein have the meanings assigned given them in the Preliminary Offering MemorandumCircular. The notes and Other information (including financial information) presented in the common shares issuable upon conversion Preliminary Offering Circular is deemed to have changed to the extent affected by the changes described herein. Issuer: Builders FirstSource, Inc. Title of the notes, if any, have not been registered under the U.S. Securities Act of 1933, as amended Securities: 6.750% Senior Secured Notes due 2027 (the “Securities ActNotes”) On May 30, 2019, the Issuer issued $400,000,000 aggregate principal amount of 6.750% senior secured notes due 2027 (the “Existing 2027 Notes”). The Notes offered hereby will be issued as additional notes under the indenture governing the Existing 2027 Notes, fully fungible with the Existing 2027 Notes, treated as a single class for all purposes under the indenture governing the Existing 2027 Notes with the same terms as those of the Existing 2027 Notes (other than issue date and are being issue price) and issued under the same CUSIP numbers as the Existing 2027 Notes (except that the Notes offered and sold only hereby issued pursuant to qualified institutional buyers in accordance with Rule 144A Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that , will trade separately under a different CUSIP number until 40 days after the seller issue date of the notes Notes offered hereby, but thereafter, any such holder may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. In addition, the notes may only be sold transfer their Notes offered hereby issued pursuant to an exemption from Regulation S into the prospectus requirements of applicable securities laws in each of same CUSIP number as the provinces and territories of Canada, including the Securities Act (British ColumbiaExisting 2027 Notes issued pursuant to Regulation S). The notes and the common shares issuable upon conversion of the notes, if any, are not transferable except in accordance with the restrictions described under “Transfer restrictions” in the Preliminary Offering Memorandum. All dollar amounts herein are stated in U.S. dollars. Issuer: B2Gold Corp. (NYSE MKT: BTG and TSX: BTO) Securities: 3.25% Convertible Senior Subordinated Notes due 2018 Offering SizePrincipal Amount: $225,000,000 ($258,750,000 if the initial purchasers exercise their option to purchase additional notes in full) Maturity75,000,000 Maturity Date: October June 1, 2018, unless earlier redeemed, repurchased or converted 2027 Issue Price: 100104.500% of principal amount, plus accrued interestinterest from May 30, if any, from the Settlement Date (as defined below) Interest Rate2019 Coupon: 3.256.750% per annum accruing from the Settlement Date, payable semi- annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2014 NYSE MKT Last Reported Sale Price on August 19, 2013Yield to Maturity: 5.679% Gross Proceeds: $2.86 per common share Conversion Premium78,375,000.00 Spread to Benchmark: Approximately 37.5+382.7 basis points Benchmark: 2.00% above the NYSE MKT Last Reported Sale Price on August 19UST due May 31, 2013 Initial Conversion Rate: 254.2912 common shares per $1,000 principal amount of notes Initial Conversion Price: Approximately $3.93 per common share Use of Proceeds: The net proceeds to us from this offering, after deducting the initial purchasers’ discount and offering expenses payable by the Issuer in connection with this offering, will be approximately $217.5 million (or approximately $250.3 million if the initial purchasers exercise their over- allotment option in full). The Issuer intends to use the net proceeds for general corporate purposes.2024 Ratings* B2 / BB-