Common use of Other Private Placements Clause in Contracts

Other Private Placements. The Company intends to issue (i) to Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (together, “Investor 2”), on the terms and subject to the conditions set forth in the Investment Agreement between Investor 2 and the Company, dated as of the date hereof (the “Investor 2 Investment Agreement”), 493,031,250 shares of Common Stock, at a price of $0.16 per share for aggregate cash consideration of $78,885,000 (the “Investor 2 Investment”), and (ii) in one or more private placement transactions with other investors (the “Additional Investors,” and together with the Investor and Investor 2, the “Investors”) pursuant to agreements with the Additional Investors (the “Additional Agreements”), Common Shares at the same per share price and for an aggregate purchase price of, together with the Investment and the Investor 2 Investment, $310 million, with the closing of such transactions to occur simultaneously with the Closing (together with the Investor 2 Investment, the “Other Private Placements”). The number of shares of Common Stock purchased by Investor 2 pursuant to the Investor 2 Investment Agreement will not exceed 23.37% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole shares). The number of shares of Common Stock purchased by any Additional Investor pursuant to any Additional Agreements will not exceed 4.99% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole share).

Other Private Placements. The Company intends to issue (i) to Oak Hill Capital Partners IIICarlyle Financial Services Harbor, L.P. and Oak Hill Capital Management Partners III, L.P. L.P (together, “Investor 2”), on the terms and subject to the conditions set forth in the Investment Agreement between Investor 2 and the Company, dated as of the date hereof (the “Investor 2 Investment Agreement”), 493,031,250 shares of Common Stock, at a price of $0.16 per share for aggregate cash consideration of $78,885,000 (the “Investor 2 Investment”), and (ii) in one or more private placement transactions with other investors (the “Additional Investors,” and together with the Investor and Investor 2, the “Investors”) pursuant to agreements with the Additional Investors (the “Additional Agreements”), Common Shares at the same per share price and for an aggregate purchase price of, together with the Investment and the Investor 2 Investment, $310 million, with the closing of such transactions to occur simultaneously with the Closing (together with the Investor 2 Investment, the “Other Private Placements”). The number of shares of Common Stock purchased by Investor 2 pursuant to the Investor 2 Investment Agreement will not exceed 23.37% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole shares). The number of shares of Common Stock purchased by any Additional Investor pursuant to any Additional Agreements will not exceed 4.99% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole share).

Other Private Placements. The Company intends to issue (i) to Oak Hill Capital Partners IIICarlyle Financial Services Harbor, L.P. and Oak Hill Capital Management Partners III, L.P. L.P (together, “Investor 2”), on the terms and subject to the conditions set forth in the Investment Agreement between Investor 2 and the Company, dated as of the date hereof (the “Investor 2 Investment Agreement”), 493,031,250 493,750,000 shares of Common Stock, at a price of $0.16 per share for aggregate cash consideration of $78,885,000 79.0 million (the “Investor 2 Investment”), and (ii) in one or more private placement transactions with other investors (the “Additional Investors,” and together with the Investor and Investor 2, the “Investors”) pursuant to agreements with the Additional Investors (the “Additional Agreements”), Common Shares at the same per share price and for an aggregate purchase price of, together with the Investment and the Investor 2 Investment, $310 million, with the closing of such transactions to occur simultaneously with the Closing (together with the Investor 2 Investment, the “Other Private Placements”). The number of shares of Common Stock purchased by Investor 2 pursuant to the Investor 2 Investment Agreement will not exceed 23.3723.43% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole shares). The number of shares of Common Stock purchased by any Additional Investor pursuant to any Additional Agreements will not exceed 4.99% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole share).

Other Private Placements. The Company intends to issue (i) to Oak Hill Capital Partners IIICarlyle Financial Services Harbor, L.P. and Oak Hill Capital Management Partners III, L.P. L.P (together, “Investor 2”), on the terms and subject to the conditions set forth in the Investment Agreement between Investor 2 and the Company, dated as of the date hereof (the “Investor 2 Investment Agreement”), 493,031,250 484,375,000 shares of Common Stock, at a price of $0.16 per share for aggregate cash consideration of $78,885,000 77.5 million (the “Investor 2 Investment”), and (ii) in one or more private placement transactions with other investors (the “Additional Investors,” and together with the Investor and Investor 2, the “Investors”) pursuant to agreements with the Additional Investors (the “Additional Agreements”), Common Shares at the same per share price and for an aggregate purchase price of, together with the Investment and the Investor 2 Investment, $310 million, with the closing of such transactions to occur simultaneously with the Closing (together with the Investor 2 Investment, the “Other Private Placements”). The number of shares of Common Stock purchased by Investor 2 pursuant to the Investor 2 Investment Agreement will not exceed 23.3723.02% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole shares). The number of shares of Common Stock purchased by any Additional Investor pursuant to any Additional Agreements will not exceed 4.994.9% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole share).

Other Private Placements. The Company intends to issue (i) to Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (together, “Investor 2”), on the terms and subject to the conditions set forth in the Investment Agreement between Investor 2 and the Company, dated as of the date hereof (the “Investor 2 Investment Agreement”), 493,031,250 484,375,000 shares of Common Stock, at a price of $0.16 per share for aggregate cash consideration of $78,885,000 77.5 million (the “Investor 2 Investment”), and (ii) in one or more private placement transactions with other investors (the “Additional Investors,” and together with the Investor and Investor 2, the “Investors”) pursuant to agreements with the Additional Investors (the “Additional Agreements”), Common Shares at the same per share price and for an aggregate purchase price of, together with the Investment and the Investor 2 Investment, $310 million, with the closing of such transactions to occur simultaneously with the Closing (together with the Investor 2 Investment, the “Other Private Placements”). The number of shares of Common Stock purchased by Investor 2 pursuant to the Investor 2 Investment Agreement will not exceed 23.3723.02% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole shares). The number of shares of Common Stock purchased by any Additional Investor pursuant to any Additional Agreements will not exceed 4.994.9% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole share).

Other Private Placements. The Company intends to issue (i) to Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (together, “Investor 2”), on the terms and subject to the conditions set forth in the Investment Agreement between Investor 2 and the Company, dated as of the date hereof (the “Investor 2 Investment Agreement”), 493,031,250 493,750,000 shares of Common Stock, at a price of $0.16 per share for aggregate cash consideration of $78,885,000 79.0 million (the “Investor 2 Investment”), and (ii) in one or more private placement transactions with other investors (the “Additional Investors,” and together with the Investor and Investor 2, the “Investors”) pursuant to agreements with the Additional Investors (the “Additional Agreements”), Common Shares at the same per share price and for an aggregate purchase price of, together with the Investment and the Investor 2 Investment, $310 million, with the closing of such transactions to occur simultaneously with the Closing (together with the Investor 2 Investment, the “Other Private Placements”). The number of shares of Common Stock purchased by Investor 2 pursuant to the Investor 2 Investment Agreement will not exceed 23.3723.43% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole shares). The number of shares of Common Stock purchased by any Additional Investor pursuant to any Additional Agreements will not exceed 4.99% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole share).