Common use of Equity Rights Offering Clause in Contracts

Equity Rights Offering. A rights offering (the “Rights Offering”) shall be made in an amount equal to $115.0 million, with each Equityholder (as defined below) being offered a Right to purchase up to a specified number of shares of Additional Common Stock for each share of existing Common Stock owned by such holder on the Record Date (as defined below), in exchange for a cash payment equal to the Additional Common Stock Purchase Price. Such specified number shall be equal to (i) $115.0 million divided by $0.65, divided by (ii) the number of outstanding shares of Common Stock on the Record Date. The Rights Offering shall expire at 5:00 p.m., New York City time, on the date that is 30 days from the Rights Offering Commencement Date (as defined below), or on such other date to be determined jointly by the Company and the Significant Equityholders (the “Expiration Time”). Each Equityholder will receive such number of Rights that, if exercised by such holder, would allow such holder to maintain its equity ownership percentage in the Company as of the Record Date, other than due to dilution as a result of (a) the issuance of any shares of Common Stock or options to purchase Common Stock under the Management Incentive Plan (as defined below); (b) the exercise of any employee stock options for Common Stock outstanding on and as of the Record Date; (c) the issuance of Additional Common Stock in payment of Put Option Premiums; (d) the issuance of Additional Common Stock pursuant to the Second Lien Term Loan Offering; (e) the issuance of Common Stock upon conversion of Series D Preferred Stock (as defined below); and (f) the other transactions contemplated hereby. The Rights shall not be transferable and shall be exercisable only by the Equityholder of record on the Record Date. The Company will appoint BNY Mellon Shareowner Services as rights agent and also will appoint a subscription agent to facilitate the Rights Offering and the Second Lien Term Loan Offering, respectively. Fractional shares shall not be issued and no compensation shall be paid in respect of fractional shares. Unexercised Rights will expire without compensation at the Expiration Time. Shares of Additional Common Stock issued in connection with the Rights Offering and as a result of the exercise, if any, of the Put Options shall be issued on the Closing Date. Any participation by Equityholders in the Rights Offering is subject to the reductions set forth under “Cutbacks” above and “NOL Limitations” below.

Equity Rights Offering. A rights offering (Pursuant to the “terms of this Plan and the Equity Rights Offering”) Offering Procedures, each Accredited Cash Opt-Out Noteholder shall be made in have the opportunity but not the obligation to subscribe for its Pro Rata share of an amount equal of New Common Stock to $115.0 million, with each Equityholder be issued as of the Effective Date necessary to fully fund the Cash Payout at the Purchase Price (as defined belowin the Equity Rights Offering Procedures) being offered a Right set forth in the Equity Rights Offering Procedures. Each Accredited Cash Opt-Out Noteholder that elects to purchase up to a specified the maximum number of shares of Additional Common Stock Equity Rights Offering Shares that such Accredited Cash Opt-Out Noteholder may purchase in the Equity Rights Offering will also have the right to elect to purchase additional Equity Rights Offering Shares that are not timely, duly and validly subscribed and paid for each share of existing Common Stock owned by such holder on in the Record Date (Equity Rights Offering, as defined below), more fully set forth in exchange for a cash payment equal to the Additional Common Stock Purchase Price. Such specified number shall be equal to (i) $115.0 million divided by $0.65, divided by (ii) the number of outstanding shares of Common Stock on the Record DateRights Offering Procedures. The Equity Rights Offering will be conducted in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The proceeds of the Equity Rights Offering shall expire at 5:00 p.m.be used exclusively to fund the Cash Payout provided to Cash Payout Noteholders, New York City timein full and final satisfaction of such Holders’ Prepetition Notes Claims, on which shall be released and discharged pursuant to Article XI herein. Notwithstanding anything to the date contrary herein, if the Equity Rights Offering Amount is less than the aggregate amount of the Cash Payout, then the amount of Prepetition Notes Claims held by the Cash Payout Noteholders satisfied by the Cash Payout shall automatically be reduced, and any remaining portion of such Cash Payout Noteholders’ Prepetition Notes Claims that is 30 days from not satisfied through the Rights Offering Commencement Date (as defined below), or on such other date to be determined jointly by the Company and the Significant Equityholders (the “Expiration Time”). Each Equityholder will receive such number of Rights that, if exercised by such holder, would allow such holder to maintain its equity ownership percentage in the Company as of the Record Date, other than due to dilution Cash Payout as a result of (a) such automatic reduction shall receive the issuance treatment such Holder would receive if such Holder were a Cash Opt-Out Noteholder. For the avoidance of any shares of Common Stock or options to purchase Common Stock doubt, under no circumstance shall the Management Incentive Plan (as defined below); (b) amount actually paid out in the exercise of any employee stock options for Common Stock outstanding on and as Cash Payout exceed the Equity Rights Offering Amount. Consummation of the Record Date; (c) the issuance of Additional Common Stock in payment of Put Option Premiums; (d) the issuance of Additional Common Stock pursuant to the Second Lien Term Loan Offering; (e) the issuance of Common Stock upon conversion of Series D Preferred Stock (as defined below); and (f) the other transactions contemplated hereby. The Rights shall not be transferable and shall be exercisable only by the Equityholder of record on the Record Date. The Company will appoint BNY Mellon Shareowner Services as rights agent and also will appoint a subscription agent to facilitate the Equity Rights Offering and delivery of any Cash Payout is contingent upon the Second Lien Term Loan Offeringconsent of the Required Consenting Noteholders. In the event the Equity Rights Offering is not consummated, respectivelythen no Cash Payout will be made to any Cash Payout Noteholder and such Holder will receive the treatment such Holder would receive if such Holder were a Cash Opt-Out Noteholder. Fractional shares shall not be issued and no compensation shall be paid Notwithstanding anything in respect of fractional shares. Unexercised Rights will expire without compensation at this Plan to the Expiration Time. Shares of Additional contrary, the New Common Stock issued in connection with the Equity Rights Offering and as a result of the exercise, if any, of the Put Options shall be issued on the Closing Date. Any participation by Equityholders in the Rights Offering is subject to dilution by the reductions set forth under “Cutbacks” above and “NOL Limitations” belowNew MIP Equity.

Equity Rights Offering. A rights offering (the “Rights Offering”) shall be made in an amount equal conjunction with and pursuant to $115.0 million, with each Equityholder the First Amended Plan (as defined below) being to generate gross proceeds equal to the Rights Offering Amount (as defined below).Pursuant to the First Amended Plan, (i) each Common Equityholder shall be offered a the Right (as defined below) to purchase up to a specified number of 2.56 shares of Additional Common Stock for each share of existing Existing Common Stock owned by such holder on the Record Date Date, in exchange for a cash payment equal to $2.25 per share of Additional Common Stock (as defined below)the “Additional Common Stock Purchase Price”) and (ii) each Preferred Equityholder shall be offered the Right to purchase up to 255.78 shares of Additional Common Stock for each share of Existing Preferred Stock owned by such holder on the Record Date, in exchange for a cash payment equal to the Additional Common Stock Purchase Price. Such specified number shall be equal to (i) $115.0 million divided by $0.65, divided by (ii) the number of outstanding shares of Common Stock on the Record Date. The Rights Offering shall expire at 5:00 p.m., New York City time, on the date that is 30 days from the Rights Offering Commencement Date (as defined below), or on such other date to be determined jointly by the Company and the Significant Equityholders (the “Expiration Time”). .Each Equityholder will receive such number of Rights that, if exercised by such holder, would allow such holder to maintain its equity ownership percentage in the Company as of the Record Date, other than due subject to dilution as a result of (a) the issuance of any shares of Common Stock common stock or options to purchase Additional Common Stock under the Management Incentive Plan and the issuance of any shares of common stock under the Key Employee Retention Plan (each as defined belowin the Plan Term Sheet); , and (b) the exercise of any employee stock options for Common Stock outstanding on and as of the Record Effective Date; (c) the issuance of Additional Common Stock in payment of Put Option Premiums; (d) the issuance of Additional Common Stock pursuant to the Second Lien Term Loan Offering; (e) the issuance of Common Stock upon conversion of Series D Preferred Stock (as defined below); and (f) the other transactions contemplated hereby. .The Rights shall not be transferable and independently transferable, but shall be exercisable only by trade together with the Equityholder of record on Existing Common Stock or Existing Preferred Stock, as the case may be, through the Record Date. The Company will appoint BNY Mellon Shareowner Services as .A rights agent and also will appoint a subscription agent be appointed by the Company to facilitate the Rights Offering and following consultation with the Second Lien Term Loan Offering, respectively. Significant Equityholders.Fractional shares shall not be issued and no compensation shall be paid in respect of fractional shares. .Unexercised Rights will expire without compensation at the Expiration Time. Shares of Additional Common Stock issued in connection with the Rights Offering and as a result of the exercise, if any, by the Significant Equityholders of the Put Options Call Option (as defined below) shall be issued on the Closing Date. Any participation by Equityholders in Effective Date and the First Amended Plan shall expressly require that the Rights Offering is subject close prior to the reductions set forth under “Cutbacks” above and “NOL Limitations” belowEffective Date.