Common use of Arrange for full Clause in Contracts

Arrange for full. payment of the aggregate Purchase Price by wire transfer of immediately available funds, calculated in accordance with Item 2b of your applicable Beneficial Holder Subscription Form(s). For Eligible Holders that are not Commitment Parties, please instruct your Nominee to coordinate payment of the Purchase Price and transmit and deliver such payment to the Subscription Agent by the Subscription Expiration Deadline. An Eligible Holder that is not a Commitment Party should follow the payment instructions as provided in the Master Subscription Form. Any Commitment Party should follow the payment instructions that will be provided in the Funding Notice, except to the extent of any aggregate Purchase Price previously paid by such Eligible Holder to the Subscription Agent or the Escrow Account in accordance with the terms of the Backstop Agreement. The Subscription Expiration Deadline is 4:00 p.m. Central Time on [●], 2017. Please note that the Beneficial Holder Subscription Form(s) (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by your broker, bank, commercial bank, transfer agent, trust company, dealer, or other agent or nominee (as applicable, the “Nominee”) in sufficient time to allow such Nominee to process and deliver the Master Subscription Form to the Subscription Agent, by the Subscription Expiration Deadline, along with the appropriate funding (with respect to Eligible Holders that are not Commitment Parties) or the subscription represented by your applicable Beneficial Holder Subscription Form(s) will not be counted and you will be deemed forever to have relinquished and waived your right to participate in the Rights Offering. Eligible Holders that are Commitment Parties must deliver the appropriate funding directly to the Subscription Agent or to the Escrow Account, as applicable, pursuant to the Funding Notice (except to the extent of any funding previously provided by any such Eligible Holder to the Subscription Agent or the Escrow Account in accordance with the terms of the Backstop Agreement) no later than the Backstop Funding Deadline. Exhibit B Form of Transfer Notice TRANSFER NOTICE [●], 2016 BY EMAIL Ultra Petroleum Corp. 000 Xxxxx Xxx Xxxxxxx Parkway E Suite 1200 Houston, Texas 77060 Attn: Chief Financial Officer E-mail address: xxxxx@xxxxxxxxxxxxxx.xxx with copies to: Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP Attn.: Xxxxxx Xxxxxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxx.xxx Xxxxx Xxxxxxx LLP Attn.: Xxxxxx Xxxxxxxxxx Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxx.xxx Xxxxxxxx & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx Xxxxxxxx; Xxxxx Xxxxx E-mail: xxxxxxxxx@xxxxxxxx.xxx; xxxxxx@xxxxxxxx.xxx; Xxxxxxxx & Xxxxx LLP 000 Xxxxx XxXxxxx Xxxxxxx, Xxxxxxxx 00000 Attn: Xxxx Xxxxx E-mail address: xxxxxxx.xxxxx@xxxxxxxx.xxx Ladies and Gentlemen:

Arrange for full. payment of the aggregate Purchase Price by wire transfer of immediately available funds, calculated in accordance with Item 2b of your applicable Beneficial Holder Subscription Form(s). For Eligible Holders that are not Commitment LINN Backstop Parties, please instruct your Nominee to coordinate payment of the Purchase Price and transmit and deliver such payment to the Subscription Agent by the Subscription Expiration Deadline. An Eligible Holder that is not a Commitment LINN Backstop Party should follow the payment instructions as provided in the Master Subscription Form. Any Commitment LINN Backstop Party should follow the payment instructions that will be provided in the Funding Notice, except to the extent of any aggregate Purchase Price previously paid by such Eligible Holder to the Subscription Agent or the Escrow Account in accordance with the terms of the LINN Backstop Agreement. The Subscription Expiration Deadline is 4:00 p.m. Central Time on [●•], 20172016. Please note that the Beneficial Holder Subscription Form(s) (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by your broker, bank, commercial bank, transfer agent, trust company, dealer, or other agent or nominee (as applicable, the “Nominee”) in sufficient time to allow such Nominee to process and deliver the Master Subscription Form to the Subscription Agent, by the Subscription Expiration Deadline, along with the appropriate funding (with respect to Eligible Holders that are not Commitment LINN Backstop Parties) or the subscription represented by your applicable Beneficial Holder Subscription Form(s) will not be counted and you will be deemed forever to have relinquished and waived your right to participate in the Rights OfferingOfferings. Eligible Holders that are Commitment LINN Backstop Parties must deliver the appropriate funding directly to the Subscription Agent or to the Escrow Account, as applicable, pursuant to the Funding Notice (except to the extent of any funding previously provided by any such Eligible Holder to the Subscription Agent or the Escrow Account in accordance with the terms of the LINN Backstop Agreement) no later than the Backstop Funding Deadline. Exhibit B B-1 Steering Committee of Ad Hoc Group of Unsecured Noteholders [REDACTED] Exhibit B-2 Steering Committee of Ad Hoc Group of Secured Noteholders [REDACTED] Exhibit C Form of Transfer Notice TRANSFER NOTICE [●], 2016 BY EMAIL Ultra Petroleum Corp. Linn Energy, LLC JPMorgan Chase Tower 000 Xxxxx Xxx Xxxxxxx Parkway E Suite 1200 Xxxxxx Xx #5100 Houston, Texas 77060 TX 77002 Attn: Chief Financial Officer Xxxxxxx Xxxxx E-mail address: xxxxx@xxxxxxxxxxxxxx.xxx xxxxxx@xxxxxxxxxx.xxx with copies to: Xxxx, Weiss, Rifkind, Xxxxxxx O’Melveny & Xxxxxxxx Xxxxx LLP Attn.: Xxxxxx Xxxxxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxx.xxx Xxxxx Xxxxxxx LLP Attn.: Xxxxxx Xxxxxxxxxx Xxxxx 0 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxxxxx, Esq. Xxxxxx Xxxxxxxxx, Esq. E-mail addresses: xxxxxxxxxx@xxx.xxx xxxxxxxxxx.xxx Milbank, Tweed, Xxxxxx & XxXxxx LLP 00 Xxxxxxx Xxxxxx Xxx Xxxx Xxxx, XX 00000 TelAttn: (000) 000Xxxxx Xxxxx, Esq. Xxxxxxx X. Xxxxx, Esq. E-0000 Faxmail addresses: (000) 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxx@xxxxxxx.xxx xxxxxx@xxxxxxx.xxx Xxxxxxxx & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxx Xxxxx, P.C. Xxxxxxx X. Xxxxxxx, P.C. Xxxxx Xxxxxxxx; Xxxxx Xxxxx Xxxxxx, Esq. E-mailmail addresses: xxxxxxxxx@xxxxxxxx.xxx; xxxxxx@xxxxxxxx.xxx; xxxx.xxxxx@xxxxxxxx.xxx xxxxxxx.xxxxxxx@xxxxxxxx.xxx xxxxx.xxxxxx@xxxxxxxx.xxx Xxxxxxxx & Xxxxx LLP 000 Xxxxx XxXxxxx Xxxxxxx, Xxxxxxxx 00000 Attn: Xxxx Xxxxx Xxxxxxxxx Xxxxxxxxxx, Esq. E-mail address: xxxxxxx.xxxxx@xxxxxxxx.xxx xxxxxxxxx.xxxxxxxxxx@xxxxxxxx.xxx Ladies and Gentlemen:

Arrange for full. payment of the aggregate Purchase Price by wire transfer of immediately available funds, calculated in accordance with Item 2b of your applicable Beneficial Holder Owner Offering Form(s) by the Subscription Form(s)Expiration Deadline. For an Eligible Holders Offeree that are is not Commitment Partiesthe Backstop Party and that holds its Existing Common Stock through a Nominee, please instruct your Nominee to coordinate payment of the Purchase Price and transmit and deliver such payment to the Subscription Agent by the Subscription Expiration Deadline. An Eligible Holder that is not a Commitment Party should follow the payment instructions as provided in the Master Subscription Form. Any Commitment The Backstop Party should follow the payment instructions that will be provided in the Funding Notice, except to the extent of any aggregate Purchase Price previously paid by such Eligible Holder Offeree to the Subscription Agent or the Escrow Account in accordance with the terms of the Backstop Agreement. The Subscription Expiration Deadline is 4:00 p.m. Central Time on [●•], 20172021. Please If you are the direct holder of record of the Existing Common Stock on the books of the stock transfer registration books of Tuesday Morning Corporation, please note that the your Beneficial Holder Subscription Owner Offering Form(s) (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by your broker, bank, commercial bank, transfer agent, trust company, dealer, or other agent or nominee (as applicable, the “Nominee”) Nominee in sufficient time to allow such Nominee to process and deliver the Master Subscription Form to the Subscription Agent, by the Subscription Expiration Deadline, along with the appropriate funding (with respect to Eligible Holders Offerees that are not Commitment Partiesthe Backstop Party) or the subscription represented by your applicable Beneficial Holder Subscription Owner Offering Form(s) will not be counted and you will be deemed forever to have relinquished and waived your right to participate in the Eligible Offeree Rights Offering. If you hold your Existing Common Stock through a Nominee, please note that the Beneficial Owner Offering Form(s) (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) must be received by your Nominee in sufficient time to allow such Nominee to process and deliver the Master Subscription Form to the Subscription Agent, by the Subscription Expiration Deadline, along with the appropriate funding (with respect to Eligible Holders Offerees that are Commitment Parties not the Backstop Party) or the subscription represented by your applicable Beneficial Owner Offering Form(s) will not be counted and you will be deemed forever to have relinquished and waived your right to participate in the Eligible Offeree Rights Offering. The Backstop Party must deliver the appropriate funding directly to the Subscription Agent or to the Escrow Account, as applicable, pursuant to the Funding Notice (except to the extent of any funding previously provided by any such Eligible Holder the Backstop Party to the Subscription Agent or the Escrow Account in accordance with the terms of the Backstop Agreement) no later than the Backstop Funding Deadline. Exhibit B Form of Transfer Tranfer Notice TRANSFER NOTICE [●], 2016 20[ ] BY EMAIL Ultra Petroleum Corp. 000 Xxxxx Xxx Tuesday Morning Corporation 0000 XXX Xxxxxxx Parkway E Suite 1200 HoustonXxxxxx, Texas 77060 XX 00000 Attn: Chief Financial Officer Xxxxxx Xxxxxx and Xxxxxxxx Xxxxxxxxx E-mail address: xxxxx@xxxxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxxxx.xxx; xxxxxxxxxx@xxxxxxxxxxxxxx.xxx with copies to: Xxxxxx and Xxxxx LLP 0000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxx X. Xxxx, WeissXxxxx X. Xxxxx, Rifkind, Xxxxxxx & Xxxxxxxx LLP Attn.and Xxxxxx X. Xxxxxx E-mail addresses: Xxxxxx Xxxxxxxxx 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxx.xxx Xxxxx Xxxxxxx LLP Attn.: Xxxxxx Xxxxxxxxxx Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxxxx@xxxxxxxxxxxx.xxx xxx.xxxx@xxxxxxxxxxx.xxx; xxxxx.xxxxx@xxxxxxxxxxx.xxx; xxxxxx.xxxxxx@xxxxxxxxxxx.xxx Xxxxxxxx & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx Xxxxxxxx; Xxxxx Xxxxx E-mail: xxxxxxxxx@xxxxxxxx.xxx; xxxxxx@xxxxxxxx.xxx; Xxxxxxxx & Xxxxx LLP 000 Xxxxx XxXxxxx Xxxxxxxxxx, Xxxx Xxxxxxx, Xxxxxxxx 00000 Attn: Xxxx Xxxxxx, and Xxxxxx Xxxxx E-mail addressaddresses: xxxxxxx.xxxxx@xxxxxxxx.xxx xxxxx.xxxxxxxxxx@xxxxxxxx.xxx; xxxxxxxx@xxxxxxxx.xxx; xxxxxxx@xxxxxxxx.xxx; xxxxxx@xxxxxxxx.xxx Ladies and Gentlemen: