Common use of Failure to Exercise Subscription Rights Clause in Contracts

Failure to Exercise Subscription Rights. Subscription Rights that are not exercised in accordance with these Rights Offering Procedures by the Subscription Expiration Deadline will be relinquished on the Subscription Expiration Deadline, and none of the Debtors, the Reorganized Debtors, the Backstop Investors or the Plan Sponsors nor any of their respective employees, Affiliates, or professionals shall have any liability for any failure to exercise Subscription Rights. Any attempt to exercise Subscription Rights after the Subscription Expiration Deadline shall be null and void and the Company shall not be obligated (but, in consultation with the Plan Sponsors, shall be permitted) to honor any such purported exercise received by the Subscription Agent after the Subscription Expiration Deadline regardless of when the documents relating thereto were sent. The method of delivery of the applicable Subscription Agreement and any other required documents is at each Eligible Existing Hertz Shareholder’s or Eligible Unsecured Funded Debt Holder’s option and sole risk, and delivery will be considered made only when actually received by the Subscription Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly recommended. In all cases, you should allow sufficient time to ensure timely delivery by the Subscription Expiration Deadline. 1. Tender/Block through the ATOP procedures of the DTC the number of shares of Existing Hertz Parent Interests and/or principal amount of the Allowed Unsecured Funded Debt Claims that you held as of the time of submission (and as of no later than the Submission Expiration Deadline) and that you wish to participate in the Rights Offering as set forth in these Rights Offering Procedures prior to the Subscription Expiration Deadline. As a condition to and upon electing to exercise such Subscription Rights, the applicable Existing Hertz Shareholder shall be deemed to have released and irrevocably waived its right to receive its Pro Rata share of the New Warrants, as set forth in the Plan. 2. IN THE EVENT THERE ARE ANY SUBSCRIPTION RIGHTS AVAILABLE FOR EXERCISE BY ELIGIBLE UNSECURED FUNDED DEBT HOLDERS, AS A CONDITION TO AND UPON EXERCISING SUCH SUBSCRIPTION RIGHTS BY SIGNING THE SUBSCRIPTION FORM AND DELIVERING IT TO THE SUBSCRIPTION AGENT OR TENDERING THROUGH DTC, AS APPLICABLE, THE APPLICABLE ELIGIBLE UNSECURED FUNDED DEBT HOLDER SHALL, SUBJECT TO THE ENTRY OF THE CONFIRMATION ORDER, BE DEEMED TO HAVE RELEASED AND IRREVOCABLY WAIVED ANY RIGHT TO RECEIVE PAYMENT OF ANY AMOUNTS ON ACCOUNT OF ANY OF ITS ALLOWED UNSECURED FUNDED DEBT CLAIMS ACTUALLY TENDERED IN THE RIGHTS OFFERING (INCLUDING INTEREST, COSTS, FEES, PREMIUMS, OR ANY “MAKE-WHOLE” AMOUNTS) THAT EXCEEDS THE AGGREGATE AMOUNT OF THE PRINCIPAL OF SUCH UNSECURED FUNDED DEBT CLAIM, INTEREST ACCRUED, BUT UNPAID AS OF THE PETITION DATE AT THE NON-DEFAULT RATE, AND POSTPETITION INTEREST ACCRUED, BUT UNPAID AS OF THE EFFECTIVE DATE AT THE FEDERAL JUDGMENT RATE (AND SUCH RELEASE AND WAIVER SHALL REMAIN EFFECTIVE NOTWITHSTANDING ANY FAILURE BY ANY ELIGIBLE UNSECURED FUNDED DEBT HOLDER TO PROPERLY EXERCISE SUCH BONDHOLDER SUBSCRIPTION RIGHTS IN ACCORDANCE WITH THE RIGHTS OFFERING PROCEDURES, INCLUDING BY FAILING TO TIMELY DELIVER THE APPLICABLE PURCHASE PRICE). THE FOREGOING RELEASE SHALL BE EFFECTIVE EVEN IF ALL AVAILABLE SUBSCRIPTION RIGHTS ARE EXERCISED BY HOLDERS OF EXISTING HERTZ PARENT INTERESTS, AND THERE ARE NO SUBSCRIPTION RIGHTS AVAILABLE FOR HOLDERS OF ALLOWED UNSECURED FUNDED DEBT CLAIMS. IF A HOLDER OF ALLOWED UNSECURED FUNDED DEBT CLAIMS DETERMINES TO TENDER SOME, BUT NOT ALL OF ITS ALLOWED UNSECURED FUNDED DEBT CLAIMS, THE FOREGOING RELEASE SHALL ONLY BE EFFECTIVE AS TO THOSE ALLOWED FUNDED DEBT CLAIMS ACTUALLY TENDERED IN THE RIGHTS OFFERING. ADDITIONALLY, IF A HOLDER OF UNSECURED FUNDED DEBT CLAIMS THAT IS NOT AN “ACCREDITED INVESTOR” OR A “QUALIFIED INSTITUTIONAL BUYER” (AND THEREFORE, NOT AN ELIGIBLE UNSECURED FUNDED DEBT HOLDER) SIGNS THE SUBSCRIPTION FORM AND DELIVERS IT TO THE SUBSCRIPTION AGENT (OR TENDERS ITS UNSECURED FUNDED DEBT CLAIMS, AS APPLICABLE), THE DEBTORS MAY TAKE THE POSITION THAT SUCH HOLDER HAS PROVIDED THE ABOVE DESCRIBED WAIVER EVEN IF SUCH HOLDER WAS INELIGIBLE TO EXERCISE BONDHOLDER SUBSCRIPTION RIGHTS. 3. Read and countersign the Subscription Agreement, including the Investor Certification included therein. Such execution shall indicate your acceptance and approval of the terms and conditions set forth therein. 4. If you hold your Existing Hertz Parent Interest or Allowed Unsecured Funded Debt Claims outside of DTC, read, complete, and sign the Subscription Form provided herewith. 5. Read, complete, and sign an IRS Form W-9 if you are a U.S. person. If you are a non-U.S. person, read, complete, and sign an appropriate IRS Form W-8. These forms may be obtained from the IRS at its website: wxx.xxx.xxx. 6. Return your signed Subscription Agreement, Investor Certification, and, if applicable, Subscription Form to the Subscription Agent prior to the Subscription Expiration Deadline either via email (in PDF or other standard format) to Hxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx or to the following physical addresses via mail: THE HERTZ CORPORATION RIGHTS OFFERING PROCESSING C/X XXXXX XXXXX, XXX XXX XXXXX XXXXXXX XXXXX 60 XXXX 00XX XXXXXX XXXXX 0000 XXX XXXX, XX 00000 7. Arrange for full payment of the Aggregate Purchase Price by wire transfer of immediately available funds.

Failure to Exercise Subscription Rights. Subscription Rights Offering Shares that are not exercised in accordance with these Rights Offering Procedures by the Subscription Expiration Deadline will be relinquished on the Subscription Expiration Deadline. If, on or prior to the Subscription Expiration Deadline, the Subscription Agent for any reason does not receive from an Eligible Unsecured Funded Debt Holder a duly completed applicable Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, and none any other documentation required by these procedures), such Eligible Unsecured Funded Debt Holder shall be deemed to have irrevocably relinquished and waived its right to participate in the Rights Offering in respect of the Debtors, the Reorganized Debtors, the Backstop Investors or the Plan Sponsors nor any of their respective employees, Affiliates, or professionals shall have any liability for any failure to exercise Subscription RightsEligible Holder Securities. Any attempt to exercise Subscription Rights after the Subscription Expiration Deadline in respect of Unsecured Funded Debt Claims shall be null and void and the Company shall not be obligated (but, in consultation with the Plan Sponsors, shall be permitted) to honor any such purported exercise received by the Subscription Agent after the Subscription Expiration Deadline regardless of when the documents relating thereto were sent. The method of delivery of the applicable Subscription Agreement Form and any other required documents is at each Eligible Existing Hertz Shareholder’s or Eligible Unsecured Funded Debt Holder’s option and sole risk, and delivery will be considered made only when actually received by the Subscription Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly recommended. In all cases, you should allow sufficient time to ensure timely delivery by the Subscription Expiration Deadline. 1. Tender/Block through Insert the ATOP procedures of the DTC the number of shares of Existing Hertz Parent Interests and/or principal amount of the Allowed Unsecured Funded Debt Claims that you held as of the time of submission (and as of no later than Record Date or the Submission Expiration Deadline) and that you wish to participate in the Rights Offering as set forth in these Rights Offering Procedures prior to the Subscription Expiration Deadline. As a condition to and upon electing to exercise such Subscription Rights, the applicable Existing Hertz Shareholder shall be deemed to have released and irrevocably waived its right to receive its Pro Rata share of the New WarrantsATOP Date, as set forth applicable, in the PlanItem 1A-H of your Subscription Form, as applicable. 2. IN THE EVENT THERE ARE ANY SUBSCRIPTION RIGHTS AVAILABLE FOR EXERCISE BY ELIGIBLE UNSECURED FUNDED DEBT HOLDERSComplete the calculation in Items 2(a)(i)-(viii) of your Subscription Form, AS A CONDITION TO AND UPON EXERCISING SUCH SUBSCRIPTION RIGHTS BY SIGNING THE SUBSCRIPTION FORM AND DELIVERING IT TO THE SUBSCRIPTION AGENT OR TENDERING THROUGH DTCas applicable, AS APPLICABLE, THE APPLICABLE ELIGIBLE UNSECURED FUNDED DEBT HOLDER SHALL, SUBJECT TO THE ENTRY OF THE CONFIRMATION ORDER, BE DEEMED TO HAVE RELEASED AND IRREVOCABLY WAIVED ANY RIGHT TO RECEIVE PAYMENT OF ANY AMOUNTS ON ACCOUNT OF ANY OF ITS ALLOWED UNSECURED FUNDED DEBT CLAIMS ACTUALLY TENDERED IN THE RIGHTS OFFERING (INCLUDING INTEREST, COSTS, FEES, PREMIUMS, OR ANY “MAKE-WHOLE” AMOUNTS) THAT EXCEEDS THE AGGREGATE AMOUNT OF THE PRINCIPAL OF SUCH UNSECURED FUNDED DEBT CLAIM, INTEREST ACCRUED, BUT UNPAID AS OF THE PETITION DATE AT THE NON-DEFAULT RATE, AND POSTPETITION INTEREST ACCRUED, BUT UNPAID AS OF THE EFFECTIVE DATE AT THE FEDERAL JUDGMENT RATE (AND SUCH RELEASE AND WAIVER SHALL REMAIN EFFECTIVE NOTWITHSTANDING ANY FAILURE BY ANY ELIGIBLE UNSECURED FUNDED DEBT HOLDER TO PROPERLY EXERCISE SUCH BONDHOLDER SUBSCRIPTION RIGHTS IN ACCORDANCE WITH THE RIGHTS OFFERING PROCEDURES, INCLUDING BY FAILING TO TIMELY DELIVER THE APPLICABLE PURCHASE PRICE). THE FOREGOING RELEASE SHALL BE EFFECTIVE EVEN IF ALL AVAILABLE SUBSCRIPTION RIGHTS ARE EXERCISED BY HOLDERS OF EXISTING HERTZ PARENT INTERESTS, AND THERE ARE NO SUBSCRIPTION RIGHTS AVAILABLE FOR HOLDERS OF ALLOWED UNSECURED FUNDED DEBT CLAIMS. IF A HOLDER OF ALLOWED UNSECURED FUNDED DEBT CLAIMS DETERMINES TO TENDER SOME, BUT NOT ALL OF ITS ALLOWED UNSECURED FUNDED DEBT CLAIMS, THE FOREGOING RELEASE SHALL ONLY BE EFFECTIVE AS TO THOSE ALLOWED FUNDED DEBT CLAIMS ACTUALLY TENDERED IN THE RIGHTS OFFERING. ADDITIONALLY, IF A HOLDER OF UNSECURED FUNDED DEBT CLAIMS THAT IS NOT AN “ACCREDITED INVESTOR” OR A “QUALIFIED INSTITUTIONAL BUYER” (AND THEREFORE, NOT AN ELIGIBLE UNSECURED FUNDED DEBT HOLDER) SIGNS THE SUBSCRIPTION FORM AND DELIVERS IT TO THE SUBSCRIPTION AGENT (OR TENDERS ITS UNSECURED FUNDED DEBT CLAIMS, AS APPLICABLE), THE DEBTORS MAY TAKE THE POSITION THAT SUCH HOLDER HAS PROVIDED THE ABOVE DESCRIBED WAIVER EVEN IF SUCH HOLDER WAS INELIGIBLE TO EXERCISE BONDHOLDER SUBSCRIPTION RIGHTS. 3. Read and countersign which calculates the Subscription Agreement, including the Investor Certification included thereinmaximum number of Rights Offering Shares available for you to purchase. Such execution shall indicate your acceptance and approval of the terms and conditions set forth therein. 4. If you hold your Existing Hertz Parent Interest or Allowed Unsecured Funded Debt Claims outside of DTC, read, complete, and sign the Subscription Form provided herewith. 5. Read, complete, and sign an IRS Form W-9 if you are a U.S. person. If you are a non-U.S. person, read, complete, and sign an appropriate IRS Form W-8. These forms may amount must be obtained from the IRS at its website: wxx.xxx.xxx. 6. Return your signed Subscription Agreement, Investor Certification, and, if applicable, Subscription Form rounded down to the Subscription Agent prior to the Subscription Expiration Deadline either via email (in PDF or other standard format) to Hxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx or to the following physical addresses via mail: THE HERTZ CORPORATION RIGHTS OFFERING PROCESSING C/X XXXXX XXXXX, XXX XXX XXXXX XXXXXXX XXXXX 60 XXXX 00XX XXXXXX XXXXX 0000 XXX XXXX, XX 00000 7. Arrange for full payment of the Aggregate Purchase Price by wire transfer of immediately available fundsnearest whole number.

Failure to Exercise Subscription Rights. Subscription Rights Offering Shares that are not exercised in accordance with these Rights Offering Procedures by the Subscription Expiration Deadline will be relinquished on the Subscription Expiration Deadline. If, on or prior to the Subscription Expiration Deadline, the Subscription Agent for any reason does not receive from a Holder of an Allowed Unsecured Funded Debt Claim a duly completed applicable Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, and none any other documentation required by these procedures), such Holder of an Allowed Unsecured Funded Debt Claim shall be deemed to have irrevocably relinquished and waived its right to participate in the Debtors, the Rights Offering in respect of Reorganized Debtors, the Backstop Investors or the Plan Sponsors nor any of their respective employees, Affiliates, or professionals shall have any liability for any failure to exercise Subscription RightsHertz Parent Common Interests. Any attempt to exercise Subscription Rights after the Subscription Expiration Deadline in respect of Unsecured Funded Debt Claims shall be null and void and the Company shall not be obligated (but, in consultation with the Plan Sponsors, shall be permitted) to honor any such purported exercise received by the Subscription Agent after the Subscription Expiration Deadline regardless of when the documents relating thereto were sent. The method of delivery of the applicable Subscription Agreement Form and any other required documents is at each Eligible Existing Hertz Shareholder’s or Eligible Holder of an Allowed Unsecured Funded Debt HolderClaim’s option and sole risk, and delivery will be considered made only when actually received by the Subscription Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly recommended. In all cases, you should allow sufficient time to ensure timely delivery by the Subscription Expiration Deadline. 1. Tender/Block through Insert the ATOP procedures of the DTC the number of shares of Existing Hertz Parent Interests and/or principal amount of the Allowed Unsecured Funded Debt Claims that you held as of the time of submission (and as of no later than Record Date or the Submission Expiration Deadline) and that you wish to participate in the Rights Offering as set forth in these Rights Offering Procedures prior to the Subscription Expiration Deadline. As a condition to and upon electing to exercise such Subscription Rights, the applicable Existing Hertz Shareholder shall be deemed to have released and irrevocably waived its right to receive its Pro Rata share of the New WarrantsATOP Date, as set forth in the Plan. 2. IN THE EVENT THERE ARE ANY SUBSCRIPTION RIGHTS AVAILABLE FOR EXERCISE BY ELIGIBLE UNSECURED FUNDED DEBT HOLDERS, AS A CONDITION TO AND UPON EXERCISING SUCH SUBSCRIPTION RIGHTS BY SIGNING THE SUBSCRIPTION FORM AND DELIVERING IT TO THE SUBSCRIPTION AGENT OR TENDERING THROUGH DTC, AS APPLICABLE, THE APPLICABLE ELIGIBLE UNSECURED FUNDED DEBT HOLDER SHALL, SUBJECT TO THE ENTRY OF THE CONFIRMATION ORDER, BE DEEMED TO HAVE RELEASED AND IRREVOCABLY WAIVED ANY RIGHT TO RECEIVE PAYMENT OF ANY AMOUNTS ON ACCOUNT OF ANY OF ITS ALLOWED UNSECURED FUNDED DEBT CLAIMS ACTUALLY TENDERED IN THE RIGHTS OFFERING (INCLUDING INTEREST, COSTS, FEES, PREMIUMS, OR ANY “MAKE-WHOLE” AMOUNTS) THAT EXCEEDS THE AGGREGATE AMOUNT OF THE PRINCIPAL OF SUCH UNSECURED FUNDED DEBT CLAIM, INTEREST ACCRUED, BUT UNPAID AS OF THE PETITION DATE AT THE NON-DEFAULT RATE, AND POSTPETITION INTEREST ACCRUED, BUT UNPAID AS OF THE EFFECTIVE DATE AT THE FEDERAL JUDGMENT RATE (AND SUCH RELEASE AND WAIVER SHALL REMAIN EFFECTIVE NOTWITHSTANDING ANY FAILURE BY ANY ELIGIBLE UNSECURED FUNDED DEBT HOLDER TO PROPERLY EXERCISE SUCH BONDHOLDER SUBSCRIPTION RIGHTS IN ACCORDANCE WITH THE RIGHTS OFFERING PROCEDURES, INCLUDING BY FAILING TO TIMELY DELIVER THE APPLICABLE PURCHASE PRICE). THE FOREGOING RELEASE SHALL BE EFFECTIVE EVEN IF ALL AVAILABLE SUBSCRIPTION RIGHTS ARE EXERCISED BY HOLDERS OF EXISTING HERTZ PARENT INTERESTS, AND THERE ARE NO SUBSCRIPTION RIGHTS AVAILABLE FOR HOLDERS OF ALLOWED UNSECURED FUNDED DEBT CLAIMS. IF A HOLDER OF ALLOWED UNSECURED FUNDED DEBT CLAIMS DETERMINES TO TENDER SOME, BUT NOT ALL OF ITS ALLOWED UNSECURED FUNDED DEBT CLAIMS, THE FOREGOING RELEASE SHALL ONLY BE EFFECTIVE AS TO THOSE ALLOWED FUNDED DEBT CLAIMS ACTUALLY TENDERED IN THE RIGHTS OFFERING. ADDITIONALLY, IF A HOLDER OF UNSECURED FUNDED DEBT CLAIMS THAT IS NOT AN “ACCREDITED INVESTOR” OR A “QUALIFIED INSTITUTIONAL BUYER” (AND THEREFORE, NOT AN ELIGIBLE UNSECURED FUNDED DEBT HOLDER) SIGNS THE SUBSCRIPTION FORM AND DELIVERS IT TO THE SUBSCRIPTION AGENT (OR TENDERS ITS UNSECURED FUNDED DEBT CLAIMS, AS APPLICABLE), THE DEBTORS MAY TAKE THE POSITION THAT SUCH HOLDER HAS PROVIDED THE ABOVE DESCRIBED WAIVER EVEN IF SUCH HOLDER WAS INELIGIBLE TO EXERCISE BONDHOLDER SUBSCRIPTION RIGHTS. 3. Read and countersign the Subscription Agreement, including the Investor Certification included therein. Such execution shall indicate your acceptance and approval of the terms and conditions set forth therein. 4. If you hold your Existing Hertz Parent Interest or Allowed Unsecured Funded Debt Claims outside of DTC, read, complete, and sign the Subscription Form provided herewith. 5. Read, complete, and sign an IRS Form W-9 if you are a U.S. person. If you are a non-U.S. person, read, complete, and sign an appropriate IRS Form W-8. These forms may be obtained from the IRS at its website: wxx.xxx.xxx. 6. Return your signed Subscription Agreement, Investor Certification, and, if applicable, in Item 1A-H of your Subscription Form to the Subscription Agent prior to the Subscription Expiration Deadline either via email (in PDF or other standard format) to Hxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx or to the following physical addresses via mail: THE HERTZ CORPORATION RIGHTS OFFERING PROCESSING C/X XXXXX XXXXXForm, XXX XXX XXXXX XXXXXXX XXXXX 60 XXXX 00XX XXXXXX XXXXX 0000 XXX XXXX, XX 00000 7. Arrange for full payment of the Aggregate Purchase Price by wire transfer of immediately available fundsas applicable.