Common use of Rights Offering Clause in Contracts

Rights Offering. (a) The Company shall make the Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Rights Offering. (a) The From and after the Initial Closing, the Company shall make use its reasonable best efforts to, and the Rights Offering pursuant Investor shall use its reasonable best efforts to cause the Company to, (i) as promptly as reasonably practical following the Initial Closing, file a pre-effective amendment to the PlanRegistration Statement, which shall be subject (ii) promptly respond to any comments to the Offering Conditions Registration Statement raised by the staff of the SEC, and such other terms (iii) as promptly as reasonably practical following the Initial Closing, cause the Registration Statement and conditions set forth in any post-effective amendment to be declared effective by the Rights Offering DocumentsSEC. (b) Ten Business Days prior to Promptly following the date of on which the Confirmation HearingRegistration Statement is declared effective by the SEC, the Company shall notify use its reasonable best efforts to, and the Preferred Backstop Investors of Investor shall use its reasonable best efforts to cause the Company to, print and file with the SEC the final prospectus relating to the Rights Offering and to be filed pursuant to Rule 424 of the Preferred Backstop Investors shall have Securities Act (as amended or supplemented, the right“Prospectus”), but not obligation, upon written notice distribute the Prospectus to stockholders of the Company to elect to purchase up to 50% of the Preferred Stock issued in and effect the Rights Offering (substantially on the terms set forth in addition the Registration Statement. The number of rights issued to each stockholder of their rights as a Holder the Company pursuant to the Rights Offering Documents) shall be determined based on such stockholder’s pro rata ownership of the same terms Company, without taking into account the effect of the issuance of the Initial Closing Shares. The Investor will, and conditions as will cause its Affiliates to, exercise all rights issued to the other Holders under Investor and its Affiliates to subscribe for shares of Common Stock (without taking into account the Rights Offering Documents; providedeffect of the issuance of the Initial Closing Shares). The Company will engage the Investor, howeverand the Investor will accept the engagement of the Company, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive unsubscribed portion of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) rights offered in the Rights Offering pursuant to the exercise terms of Rights and the aggregate cash proceeds received by Standby Purchase Agreement filed as Exhibit 4.5 to the Company thereforRegistration Statement. Except as set forth in this Section 1.4(b), (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) its Affiliates shall participate in the targeted Effective Date and (ii) a subscription form Rights Offering on the same terms as each other stockholder of the Company, including with respect to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription the purchase price paid for the Preferred shares of Common Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Rights Offering. (a) The As promptly as practicable following the First Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall make distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day immediately preceding the First Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company an amount of Common Shares calculated pursuant to Section 3.18(b) at a per share purchase price of $0.40 (“Rights Purchase Price”). The transactions described in this Section 3.18, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering pursuant to the Plan, which shall be subject to filed within 15 days after the Offering Conditions and such other terms and conditions set forth in the Rights Offering DocumentsFirst Closing. (b) Ten Business Days prior Each Right shall entitle a Legacy Stockholder to the date purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Confirmation Hearing, Company’s equity securities and (ii) the Company shall notify the Preferred Backstop Investors aggregate purchase price of all Common Shares purchased in the Rights Offering and shall not exceed Forty-Million Dollars ($40,000,000). (c) In the Preferred Backstop Investors event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the First Closing Date but assuming that the Exchange Offers shall have occurred on such date. (d) In the rightevent the Company does not sell at least $20 million in Common Shares pursuant to the Rights Offering, pursuant to the CapGen Investment Agreement, CapGen shall purchase that number of Common Shares at the Rights Purchase Price in an aggregate dollar amount equal to $20 million less the dollar amount of Common Shares sold to the holders of Rights. In addition, to the extent the Company determines to offer more than $20 million of Common Shares in the Rights Offering, but not obligation, upon written notice to the Company to elect to purchase up to 50% in no event in excess of the Preferred Stock issued an aggregate of $40 million of Common Shares in the Rights Offering (the “Additional Rights Shares”), the Anchor Investors hereby agree to purchase, on a Pro Rata Basis, any Additional Rights Shares that are not purchased by holders of the related Rights (“Additional Unsubscribed Shares”) at the Rights Purchase Price, subject to and simultaneously with the other Investors’ purchase, and on a Pro Rata Basis, of the Additional Unsubscribed Shares. Additionally, the Company agrees that the CapGen Investment Agreement and each Additional Agreement with the Additional Investors shall include a substantially similar covenant requiring such Additional Investor to purchase, on a Pro Rata Basis, any Additional Unsubscribed Shares at the Rights Purchase Price. In no event shall any Anchor Investor, CapGen or any Additional Investor be required to purchase Additional Unsubscribed Shares in addition to each excess of their rights respective Pro Rata Basis or such as a Holder pursuant would cause any Anchor Investor or CapGen to hold more than 24.9% of the Company’s outstanding Common Shares or cause any Additional Investor to hold more than 9.9% of the Company’s outstanding Common Shares. To the extent that the Rights Offering Documents) on is not fully sold following the same terms foregoing purchases by holders of Rights, the Anchor Investors, CapGen and conditions as the other Holders under Additional Investors, then the Company may offer any remaining Additional Unsubscribed Shares at the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata sharePurchase Price. (ce) The Company hereby agrees and undertakes As used in Section 3.18(d), “Pro Rata Basis” with respect to give, or each Investor means a commitment by that Investor to cause purchase that number of Additional Unsubscribed Shares equal to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares Additional Unsubscribed Shares multiplied by a fraction, the numerator of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) which is the number of Unsubscribed SharesCommon Shares purchased by such Investor in connection with the Investment or the Other Private Placements, (C) as the Backstop Purchase Price for each Preferred Backstop Investor case may be, and (D) the targeted Effective Date denominator of which is the total aggregate number of Common Shares purchased by all Investors in connection with the Investment and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In additionOther Private Placements, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, subject to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting limitations set forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number last sentence of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred StockSection 3.18(d) and the targeted Effective Dateabove.

Rights Offering. (a) The Company shall make On a date (the Rights Offering pursuant "Record Date") which is at least five days prior to the Planeffective date of the Registration Statement (as defined hereinafter) to be determined by the Board in accordance with the Certificate of Incorporation and Bylaws of AWT and the applicable rules of the American Stock Exchange (the "AMEX"), which AWT shall be declare a dividend (subject to the Offering Conditions and Registration Statement (as hereinafter defined) becoming effective at a future date) to all holders of Class A Common Stock of record as of the Record Date of such other terms and conditions set forth number of transferable rights (a "Right"), which when multiplied by the Subscription Price shall equal $210,000,000 in gross proceeds. As soon as practicable following the effective date of the Registration Statement, AWT will distribute such Rights Offering Documentsto such holders of Class A Common Stock. (b) Ten Business Days prior Each Right shall entitle the holder thereof to acquire (the date of "Basic Subscription Privilege"), at the Confirmation HearingSubscription Price, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata one share of such amountClass A Common Stock (an "Underlying Share") and, based on for each holder other than CGE and its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata sharesubsidiaries, such share(snumber of Warrants (as hereinafter defined) shall be made available to determined in accordance with Section 1.2(c). All holders of Rights (other than CGE and its subsidiaries) who exercise the Preferred Backstop Investors Basic Subscription Privilege may also subscribe for additional Underlying Shares that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock not otherwise purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights ("Excess Shares") at the Subscription Price, if any (the "Oversubscription Privilege"). If an insufficient number of Excess Shares are available to satisfy fully all elections to exercise the Oversubscription Privilege, the available Excess Shares shall be prorated among holders who exercise their Oversubscription Privilege. CGE hereby agrees to exercise its Basic Subscription Privilege in full. The "Rights Offering" means the offering of Underlying Shares to holders of Rights pursuant to both the Basic Subscription Privilege and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective DateOversubscription Privilege.

Rights Offering. (a) The As promptly as practicable following the date of this Agreement, and subject to compliance with all applicable laws and regulations, including the Securities Act, the Company shall make distribute to each holder of record of Common Stock as of the close of business on a day, as determined by the Company, preceding the Closing Date (each, a “Legacy Shareholder”) non-transferable rights (the “Rights”) to purchase from the Company a number of shares of Common Stock calculated pursuant to Section 5.17(b) at the Per Share Rights Purchase Price. The transactions described in this Section 5.17, including the purchase and sale of Common Stock upon the exercise of Rights, shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering shall be filed by the later of (i) within 20 business days after the date of this Agreement or, (ii) if audited financial statements for the year ended December 31, 2012 are required to be included in the initial filing of the registration statement relating to the Rights Offering pursuant to Rule 3-12 of Regulation S-X of the PlanSEC, which three business days after such audited financial statements are first available. The Company shall use commercially reasonable efforts to cause the registration statement relating to the Rights Offering to be declared effective as promptly as practicable following the date of this Agreement, but in no event shall effectiveness of the registration statement and distribution of the Rights be delayed more than ten days following the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement relating to the Rights Offering will not be “reviewed” or will not be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documentsfurther review. (b) Ten Business Days prior Each Right shall entitle a Legacy Shareholder to purchase any whole number of shares of Common Stock (including, for the date avoidance of doubt, pursuant to customary over-subscription privileges), provided that (i) no Legacy Shareholder shall thereby exceed, together with any other person with whom such Legacy Shareholder may be aggregated under applicable law, 4.9% Beneficial Ownership of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors Common Stock (unless such Legacy Shareholder exceeds 4.9% Beneficial Ownership of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% Common Stock as of the Preferred record date for the Rights Offering) and (ii) the aggregate purchase price of all shares of Common Stock issued purchased in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata shareexceed $5 million. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to In the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to is over-subscribed, subscriptions by Legacy Shareholders shall be reduced proportionally based on their pro rata ownership of the exercise Common Stock outstanding as of Rights and the aggregate cash proceeds received by close of business on the Company therefor, (B) business day immediately preceding the number date of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day . (d) The closing of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to shall be concluded with conditioned on the then current amount closing of subscribed for Preferred Stock) and each of the targeted Effective Datetransactions contemplated by the Transaction Documents.

Rights Offering. (a) The As promptly as practicable following the Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall make distribute to each holder of record of Common Stock, including any holders who received Common Stock pursuant to the Series A Exchange and the Series B Exchange as of the close of business on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company a an amount of Common Shares calculated pursuant to Section 3.18(b) at a per share purchase price of $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.18, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.18(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering pursuant to the Plan, which shall be subject to filed within 15 days after the Offering Conditions and such other terms and conditions set forth in the Rights Offering DocumentsClosing. (b) Ten Business Days prior Each Right shall entitle a Legacy Stockholder to the date purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable Law, 4.9% beneficial ownership of the Confirmation Hearing, Company’s equity securities and (ii) the Company shall notify the Preferred Backstop Investors aggregate purchase price of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued all Common Shares purchased in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata shareexceed Twenty-Million Dollars ($20,000,000). (c) The Company In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, each of the Anchor Investors hereby agrees and undertakes to givepurchase, or on a Pro Rata Basis, unsubscribed Common Shares at the Rights Purchase Price. Additionally, the Company agrees that each Additional Agreement with the Additional Investors shall include a substantially similar covenant requiring such Additional Investor to cause to be givenpurchase, to on a Pro Rata Basis, unsubscribed Common Shares at the Preferred Backstop Investors as soon as reasonably practicableRights Purchase Price. Notwithstanding the foregoing, but in no event later shall any Anchor Investor, together with any other Person with whom such Anchor Investor may be aggregated under applicable Law, be obligated pursuant to this Section 3.18(c) to acquire more than two (2) Business Days, after the entry 24.9% of the Confirmation Ordertotal outstanding voting securities of the Company. (d) As used in Section 3.18, “Pro Rata Basis” with respect to any Investor means a backstop commitment to purchase that number of Common Shares equal to the Undersubscription Amount multiplied by overnight maila fraction, e-mail the numerator of which is the number of Common Shares purchased by such Investor in connection with the Investment or the Other Private Placements, as the case may be, and the denominator of which is the total aggregate number of Common Shares purchased by electronic facsimile transmission, all Investors in connection with the Investment and the Other Private Placements. “Undersubscription Amount” means (i) written notification setting forth the difference between (A) $20,000,000 and (B) the total number aggregate purchase price of shares of Preferred Stock the Common Shares purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) Legacy Stockholders in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received divided by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective DatePrice.

Rights Offering. If and whenever during the Exercise Period, the Company shall fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of Common Shares under which such holders are entitled, during a period expiring not more than forty-five (45) days after the record date for such issue (“Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or having a conversion price or exchange price per Share) of less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “Rights Offering”), then the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction: (i) the numerator of which shall be the aggregate of: (1) the number of Common Shares outstanding as of the record date for the Rights Offering, and (2) a number determined by dividing either (a) The Company shall make where the event giving rise to the application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase additional Common Shares, the product of the number of Common Shares issued or subscribed for during the Rights Offering pursuant to Period and the Planprice at which such Common Shares are offered, which shall be subject to or, as the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents.case may be, (b) Ten Business Days prior where the event giving rise to the date application of this subsection 5.1(b) was the issue of rights, options or warrants to the holders of Common Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into shares, the product of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors exchange or conversion price per share of the Rights Offering such securities offered and the Preferred Backstop Investors shall have number of Common Shares for or into which the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder securities so offered pursuant to the Rights Offering Documentshave been exchanged or converted during the Rights Period, by the Current Market Price of the Common Shares as of the record date for the Rights Offering; and (ii) on the same terms denominator of which shall be the number of Common Shares outstanding after giving effect to the Rights Offering and conditions as including the other Holders number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering Documents; providedor upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering. If the holder has exercised any of the Warrants during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period, howeverthe holder shall, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and in addition to the extent any Preferred Backstop Investor elects Common Shares to not purchase its pro rata sharewhich the holder is otherwise entitled upon such exercise in accordance with Article II hereof, such share(s) shall be made available entitled to that number of additional Common Shares equal to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to giveresult obtained when the difference, or to cause to be givenif any, to resulting from the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry subtraction of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Exercise Price as adjusted for such Rights Offering pursuant to this subsection 5.1(b) from the exercise Exercise Price in effect immediately prior to the end of such Rights and the aggregate cash proceeds received Offering is multiplied by the Company therefor, (B) the number of Unsubscribed SharesCommon Shares purchased upon exercise of the Warrants held by such holder during such period, (C) and the Backstop Purchase resulting product is divided by the Exercise Price as adjusted for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased Rights Offering pursuant to this Agreementsubsection 5.1(b); provided that the provisions of subsection 5.4(1) shall be applicable to any fractional interest in a Common Share to which such holder might otherwise be entitled under the foregoing provisions of this subsection 5.1(b). In additionSuch additional Common Shares shall be deemed to have been issued to the holder immediately following the end of the Rights Period and a certificate for such additional Common Shares shall be delivered to such holder within three (3) Business Days following the end of the Rights Period. If at any time after the date hereof and prior to the Time of Expiry, on any of the first Business Day events set out in subsection 5.1(b) shall occur and the holder has not exercised any of each calendar week the Warrants during the period beginning on Rights Period, and the Subscription Commencement Date and ending on occurrence of such event results in an adjustment of the Subscription Expiration DateExercise Price pursuant to provisions of this Section 5.1, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of Common Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then unsubscribed Preferred Stockotherwise purchasable on the exercise thereof by a fraction, the Backstop Purchase numerator of which shall be the Exercise Price for each Preferred Backstop Investor (as if in effect immediately prior to the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) adjustment and the targeted Effective Datedenominator of which shall be the Exercise Price resulting from such adjustment.

Rights Offering. This Term Sheet describes (a) The Company shall make the proposed rights offering (the “Unsecured Rights Offering”) of a number of shares of common stock (the “Unsecured Rights Offering pursuant Shares”) in a newly-formed Delaware corporation (the “Issuer”) for an aggregate purchase price of $319,004,408 at a price per share to be determined using the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth Plan Value (as defined in the Rights Offering Documents. Restructuring Term Sheet (as defined below)) and applying a 20% discount thereto (the “Per Share Price”) and (b) Ten Business Days prior the proposed rights offering (the “Secured Rights Offering” and together with the Unsecured Rights Offering, the “Rights Offerings”) of a number of shares of Issuer common stock (the “Secured Rights Offering Shares” and, together with the Unsecured Rights Offering Shares, the “Rights Offering Shares”), for an aggregate purchase price of $210,995,592 at a price per share equal to the date Per Share Price. The aggregate number of Rights Offering Shares shall be reasonably acceptable to the Requisite Commitment Parties (as defined below). The Rights Offering will be conducted by the Company on behalf of the Confirmation HearingIssuer, which will be formed no more than one business day before the Effective Date, and the Plan (as defined below) will provide that the rights and obligations of the Company hereunder will vest in the Issuer on the Effective Date. Notwithstanding anything contained herein, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall Requisite Commitment Parties will have the right, but not obligation, upon written notice at any time prior to the Company Disclosure Statement hearing, to elect to purchase up require that (a) the Issuer be organized as a Delaware limited liability company instead of a Delaware corporation, (b) the Issuer be formed and owned by the Debtors prior to 50% the Effective Date, and/or (c) the Debtors use reasonably best efforts to either (i) cause Linn Energy, LLC’s registration under Section 12 of the Preferred Stock issued in Exchange Act to be terminated on the Rights Offering Effective Date or as promptly as practicable thereafter or (in addition ii) cause the Issuer to each be registered under Section 12 of their rights the Exchange Act (as a Holder pursuant the “successor issuer” to the Rights Offering DocumentsLinn Energy, LLC or otherwise) on the same terms and conditions Effective Date or as the other Holders under the Rights Offering Documentspromptly as practicable thereafter; provided, however, that if the Preferred Backstop Investors Debtors determine, in their reasonable discretion, that causing the Issuer to be formed and owned by the Debtors would lead to a material risk of any negative tax consequences to any Debtor (including, but not limited to, a material risk of tax liability at LinnCo LLC), the Debtors shall not be required to post funds until form and/or own the Effective Date. Each Preferred Backstop Investor Issuer; provided, further, however, that in a case where the Issuer is not formed or owned by the Debtors, the Requisite Commitment Parties may cause the Issuer to be formed by a non-Debtor, non-Commitment Party third party (provided that in the reasonable judgment of the Debtors such formation does not result in a material risk of any negative tax consequences to any Debtor (including, but not limited to, a material risk of tax liability at LinnCo LLC)); provided, further, however, that for the avoidance of doubt, in all cases, the Debtors shall have conduct the right to purchase its pro rata share Unsecured Rights Offering and the Secured Rights Offering, including where the Issuer is not formed or owned by the Debtors (in which case the Debtors shall conduct the Unsecured Rights Offering and the Secured Rights Offering on the Issuer’s behalf), the Issuer shall not be owned by any of such amount, based on its Backstop Percentage and the Commitment Parties prior to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry closing of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Unsecured Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Secured Rights Offering, the number Issuer shall be a successor to the Debtor under the Plan and the Rights Offerings will be exempt from registration under the Securities Act of then unsubscribed Preferred Stock1933 pursuant to Section 1145 of the Bankruptcy Code, and the Issuer’s formation documents will provide that the Issuer’s initial board of directors will be constituted on the Effective Date pursuant to the Plan and will be the continuing directors and will adopt resolutions authorizing the Issuer to do all actions required to consummate the Unsecured Rights Offering, the Backstop Purchase Price for each Preferred Backstop Investor Secured Rights Offering and the Plan. The Issuer shall form a wholly-owned Delaware limited liability company that will be the issuer of EIP (as defined below) units; provided, however, that if the Issuer is organized as a Delaware limited liability company, the Issuer will be the issuer of the EIP. The Secured Rights Offering were shall be open to all holders of Allowed LINN Second Lien Notes Claims and the Unsecured Rights Offering shall be open to all holders of Allowed LINN Unsecured Notes Claims as of a record date, and shall be implemented in connection with a joint plan of reorganization to be concluded filed for the Debtors in the Chapter 11 Cases (as may be amended, supplemented, or otherwise modified from time to time consistent with the then current amount terms of subscribed for Preferred Stockthe Restructuring Support Agreement and otherwise reasonably satisfactory to the Requisite Commitment Parties, the “Plan”), which shall be substantially on the terms set forth in the restructuring term sheet attached as Exhibit A to the Restructuring Support Agreement (as amended, supplemented, or otherwise modified from time to time consistent with the terms of the Restructuring Support Agreement, the “Restructuring Term Sheet”). The issuance of the Subscription Rights (as defined below) and the targeted Effective Dateissuance of Rights Offering Shares upon the exercise thereof shall be exempt from the registration requirements of the securities laws pursuant to section 1145 of the Bankruptcy Code.

Rights Offering. (a) The Company Eligible HoldCo Noteholders have the right, but not the obligation, to participate in the HoldCo Noteholders Rights Offering, and Eligible HoldCo Equityholders have the right, but not the obligation, to participate in the HoldCo Equityholders Rights Offering. Eligible HoldCo Noteholders as of the Record Date shall make receive rights to subscribe for their pro rata portion of the HoldCo Noteholders Rights Offering pursuant Shares, and Eligible HoldCo Equityholders as of the Record Date shall receive rights to subscribe for their pro rata portion of the HoldCo Equityholders Rights Offering Shares. Subject to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Plan and these Rights Offering Documents. (b) Ten Business Days prior Procedures, each Eligible HoldCo Noteholder as of the Record Date is entitled to receive rights to subscribe for up to [●] HoldCo Noteholders Rights Offering Shares per $1,000 of Principal Amount of 5.75% Senior Notes Due 2018 issued by the Company and up to [●] HoldCo Noteholders Rights Offering Shares per $1,000 of Principal Amount of 6.125% Senior Notes Due 2024 issued by Company at the Purchase Price. The difference in the number of Rights Offering Shares that an Eligible HoldCo Noteholder is entitled to subscribe for with respect to each series of HoldCo Notes is to take into account the differing amounts, as of the Record Date, of pre-petition accrued and unpaid interest thereon. Subject to the date terms and conditions set forth in the Plan and these Rights Offering Procedures, each Eligible HoldCo Equityholder as of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Record Date is entitled to receive rights to subscribe for up to [●] HoldCo Equityholders Rights Offering and Shares per HoldCo Equity Interest at the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued Purchase Price. There will be no over-subscription privilege in the Rights Offering. Any Rights Offering (Shares that are unsubscribed by the Eligible Holders entitled thereto will not be offered to other Eligible Holders but will be purchased by the applicable Commitment Parties in addition to each of their rights as a Holder pursuant accordance with the Backstop Agreement. Subject to the Rights Offering Documents) on the same terms and conditions as of the other Holders under the Rights Offering Documents; providedBackstop Agreement, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right each Commitment Party is obligated to purchase its pro rata share portion of such amount, based on its Backstop Percentage and to the applicable Rights Offering Shares. To the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to Shares are distributed and issued without registration under the exercise Securities Act, in reliance upon the exemption provided in Section 1145 of the Bankruptcy Code, any Eligible Holder that subscribes for Rights Offering Shares and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form is deemed to be completed by each Preferred Backstop Investor an “underwriter” under Section 1145(b) of the Bankruptcy Code will be subject to facilitate such Preferred Backstop Investor’s subscription for restrictions under the Preferred Stock purchased pursuant Securities Act on its ability to this Agreementresell those securities. In additionResale restrictions are discussed in more detail in Article [●] of the Disclosure Statement, on entitled “Certain Securities Law Matters.” To the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if extent the Rights Offering were Shares are distributed and issued with registration under the Securities Act, any Eligible Holder that subscribes for Rights Offering Shares and is deemed to be concluded with an “affiliate” under Rule 144 may be subject to restrictions under Rule 144 on its ability to resell those securities. Resale restrictions are discussed in more detail in Article [●] of the then current amount of subscribed for Preferred Stock) and the targeted Effective DateDisclosure Statement, entitled “Certain Securities Law Matters.”

Rights Offering. (a) The As soon as practicable after the Closing, Company shall make conduct a rights offering (the "Rights Offering") whereby then existing holders of Common Stock will be offered the right to purchase up to six hundred thousand shares of Series C Preferred Stock to be issued by Company at a price of $250.00 per share. Pursuant to the Rights Offering Offering, each such holder of Common Stock shall have the right to purchase from Company such number of shares of Series C Preferred Stock (rounded up or down, with .5 being rounded up, to the nearest whole number which could be zero or as otherwise required by the rules of the NYSE) equal to the product of (i) a fraction, the numerator of which is the number of shares of Common Stock then held by such holder and the denominator of which is the total number of shares of Common Stock then outstanding, multiplied by (ii) 600,000. The rights shall be transferable. If fewer than 400,000 shares of Series C Preferred Stock are purchased pursuant to the PlanRights Offering, which Purchaser shall be subject purchase a number of shares of Series C Preferred Stock (the "Standby Shares") equal to the Offering Conditions difference between (x) 400,000 and such other terms and conditions set forth (y) the number of shares of Series C Preferred Stock that are purchased in the Rights Offering Documents. (b) Ten Business Days prior to the date at a purchase price of the Confirmation Hearing$250.00 per share. In addition, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors Purchaser shall have the rightright to purchase, but shall not obligationbe required to purchase, upon written notice to the Company to elect to purchase up to 50% any shares of the Series C Preferred Stock issued offered in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering DocumentsStandby Shares) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock not purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant Offering. As compensation for agreeing to the exercise act as standby purchaser of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number up to 400,000 shares of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Series C Preferred Stock that are not purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, Company shall pay Purchaser $5,000,000 in immediately available funds upon distribution of the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if rights under the Rights Offering were Offering. (b) Company shall, as promptly as practicable following the Closing prepare and file with the SEC a registration statement, including a prospectus (the "Registration Statement"), in connection with the registration under the Securities Act of the Rights Offering, including shares of Series C Preferred Stock (and the underlying share of Common Stock issuable upon conversion thereof) issuable pursuant to the Rights Offering. Company will provide Purchaser with a reasonable opportunity to review and comment on the Registration Statement (including the prospectus contained therein) or any amendment or supplement thereto prior to the filing thereof with the SEC. Company and Purchaser shall consult and cooperate with each other in the preparation and filing of the Registration Statement (including the Prospectus contained therein) and will provide Purchaser with a copy of all such filings with the SEC. Company shall, as promptly as practicable after the receipt thereof, provide to Purchaser copies of any written comments and advise Purchaser of any oral comments, with respect to the Registration Statement received from the staff of the SEC. Company shall use commercially reasonable efforts to cause the Registration Statement to be concluded declared effective as promptly as practicable after filing with the then current amount SEC, including, without limitation, using commercially reasonable efforts to cause its accountants to deliver necessary or required instruments, such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities laws or otherwise in connection with the registration process (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of subscribed process in any such jurisdiction). Each of the parties hereto shall furnish all information concerning itself which is required or customary for Preferred Stock) inclusion in the Registration Statement (including in response to any comments of the staff of the SEC). The information provided by any party hereto for use in the Registration Statement shall be true and correct in all material respects, without misstatement of any material fact or omission of any material fact which is necessary or required to make the targeted Effective Datestatements therein, in light of the circumstances under which they were made, not false or misleading and, in the event any party becomes aware of any information that should be included in the Registration Statement such that the Registration Statement shall not contain any misstatement of any material fact or omission of any material fact which is necessary or required to make the statements therein, in light of the circumstances under which they were made, not false or misleading, such party shall promptly notify the other party and, to the extent required by applicable law, an appropriate amendment to the Registration Statement shall be promptly prepared, filed with the SEC and disseminated to stockholders.

Rights Offering. In accordance with the terms of the Backstop Agreement, the Debtors may implement a rights offering (athe “Rights Offering”) The Company shall make for the issuance of convertible unsecured subordinated notes of the Reorganized Debtors (the “Rights Offering Notes”) or other securities as agreed upon by the Debtors and the Creditors Committee, on the terms set out in the Backstop Agreement. As of the Effective Date, the Rights Offering Notes will be in an aggregate principal amount not to exceed $500 million and the amount of the Rights Offering Notes may be increased by the Debtors in accordance with the terms of the Backstop Agreement. In accordance with the Backstop Agreement, certain Rights Offering Notes may be held in escrow pending Allowance of certain Claims. The terms of the Rights Offering Notes are set forth in Exhibit E to the Disclosure Statement. The Rights Offering Notes will be issued pursuant to an indenture (as may be amended, supplemented or modified consistent with the Planterms of the Backstop Agreement, the “Rights Offering Notes Indenture”), which shall be subject in form and substance reasonably satisfactory to the Creditors Committee, along with a registration rights agreement (as may be amended, supplemented or modified consistent with the terms of the Backstop Agreement, the “Rights Offering Conditions and such other terms and conditions set forth Notes Registration Rights Agreement”) both of which will be filed, in substantially final form, on or before the Effective Date. The number of Rights Offering Notes for which any Eligible Holder may subscribe in the Rights Offering Documents. (b) Ten Business Days prior may be decreased by the Debtors and the Reorganized Debtors to the date extent required, after consultation with the Creditors Committee or as required by the Bankruptcy Court, to allow the Rights Offering to be exempt from registration under the Securities Act pursuant to Section 1145 of the Confirmation HearingBankruptcy Code (the “Section 1145 Cutback”). The Debtors shall be authorized, upon consultation with the Company shall notify Creditors Committee, to implement procedures, and amend, supplement, modify or enter into agreements and take such actions as may be necessary or appropriate to effectuate and implement the Preferred Backstop Investors provisions of the Rights Offering, and effectuate the distribution of the Rights Offering and the Preferred Backstop Investors shall have the rightNotes (or other securities), but not obligation, upon written notice to the Company to elect to purchase up to 50% without any further order of the Preferred Stock issued in Bankruptcy Court. The Eligible Holders whose Eligible Claims are being held through the DTC will receive the Rights Offering (Notes in addition to each the form of their rights as a Holder pursuant to beneficial interests in one or more global notes, and Eligible Holders whose Eligible Claims are not being held through DTC will receive the Rights Offering Documents) on Notes in the same terms and conditions as the other Holders under form of one or more certificated notes. Any Rights Offering Notes excluded from the Rights Offering Documents; provided, however, that due to a Section 1145 Cutback will instead be offered to the Preferred Backstop Investors shall not be required to post funds until Parties for purchase on or before the Effective DateDate as Unsubscribed Notes. Each Preferred Backstop Investor shall have the right to purchase its pro rata share The issuance of such amount, based on its Backstop Percentage and Unsubscribed Notes to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause Parties is intended to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2exempt from Securities Act registration under Section 4(2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of Securities Act and exempt from any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of prospectus requirement under Canadian securities laws. The Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form Notes are intended to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription eligible for resale under Rule 144A under the Preferred Stock purchased pursuant to this AgreementSecurities Act. In addition, on the first Business Day After consummation of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number Unsubscribed Notes may not be offered or sold except pursuant to an exemption from the registration requirements of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were Securities Act or any applicable state laws or pursuant to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.a registration statement

Rights Offering. (a) The Company shall make the Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth To exercise its Right in the Rights Offering Documents. Offering, an Eligible Offeree must directly or through its Subscription Nominee (bas defined below) Ten Business Days prior to (i) complete the date offering form, which will accompany the ballot form distributed in connection with the solicitation of acceptances of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors Plan following entry of the Rights Offering Order, entitling such Eligible Offeree to exercise its Rights, in whole or in part (the “Offering Form”), and (ii) pay the Preferred purchase price (other than the Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued Commitment Parties) which (x) in the Rights Offering case of holders of an Allowed Senior Secured Notes Claim, is an amount equal to its pro rata share of $280.0 million (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to which will purchase its pro rata share of such amount$404.4 million in face amount of the New Second Lien Convertible Notes as of the Effective Date) and (y) in the case of holders of an Allowed Unsecured Notes Claim, based on is an amount equal to its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not pro rata share of $20.0 million (which will purchase its pro rata shareshare of $28.9 million in face amount of the New Second Lien Convertible Notes as of the Effective Date) (in each case, as applicable, the “Purchase Price”), such share(s) shall pro rata share to be made available calculated as the proportion that an Eligible Offeree’s Allowed Senior Secured Notes Claim or Allowed Unsecured Notes Claim, as applicable, bears to the Preferred Backstop Investors that are purchasing their pro rata share. aggregate amount1 of all Allowed Senior Secured Notes Claims and Allowed Unsecured Notes Claims, respectively, as of [●], 2016 (c) The Company hereby agrees and undertakes to givethe “Rights Offering Record Date”), or to cause to be given, rounded down to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreementnearest dollar. In addition, on in order to exercise its Rights, an Eligible Offeree must affirmatively vote in favor of the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration DatePlan. Each Eligible Offeree may exercise all, the Company shall givesome, or cause to be givennone of such pro rata share, to and the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if such Eligible Offeree will be adjusted accordingly. The principal amount of New Second Lien Convertible Notes issued to an Eligible Offeree who elects to purchase such New Second Lien Convertible Notes shall also be rounded down to the nearest dollar. 1 For the avoidance of doubt, this amount includes the outstanding principal amount of such claims and any accrued and unpaid interest thereon to, but excluding, May 5, 2016, the petition date, but not including any post-petition interest. For the avoidance of doubt, the Rights Offering were to shall not be concluded transferable, assignable or detachable other than in connection with the then current amount transfer of subscribed the corresponding Senior Secured Notes Claims or Unsecured Claims Notes, as applicable, and other than in accordance with these Rights Offering Procedures. See Section V.D. below for Preferred Stock) more information related to transfers and the targeted Effective Daterelated procedures.

Rights Offering. (a) The At the end of each of the Issuer’s fiscal quarters beginning with the fiscal quarter ended June 30, 2015, if the Total Leverage Ratio equals or exceeds 3.50 to 1.0, the Company shall make be required within 90 days (the “Rights Offering Deadline”) (subject to requirements of applicable securities laws as provided below) of the end of the first such fiscal quarter to provide Holders of the Notes with the right to purchase, on a pro rata basis (or on as nearly a pro rata basis as is practicable, subject to the procedures of The Depository Trust Company) with respect to Notes held as of such date, an amount of Additional Notes equal to the amount necessary to repurchase and/or redeem all WML Notes that remain outstanding as of such date, including any make-whole payment, at an issue price of 100% (the “Rights Offering”); provided, that the Issuer shall not be required to undertake more than one Rights Offering during the term of the Notes; provided, further, that a condition to the consummation of the Rights Offering pursuant shall be the subscription by existing Holders of the Notes to purchase Additional Notes equal to the Planamount necessary to repurchase all of the outstanding WML Notes, which including any make-whole payment. The proceeds from the sale of such Additional Notes shall be subject used to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documentsrepurchase and/or redeem all outstanding WML Notes. (b) Ten Business Days In conducting the Rights Offering, the Issuer will comply with all securities laws or regulations applicable thereto. To the extent the Issuer is required to register the Rights Offering under the Securities Act, the Issuer shall use its commercially reasonable efforts to cause any such registration statement (a “Rights Offering Registration Statement”) to become effective as promptly as practicable In the event such Rights Offering Registration Statement has not been declared effective by the Commission on or prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of that is 60 days following the Rights Offering Deadline, each of the Issuers and the Preferred Backstop Investors Guarantors, jointly and severally, shall have the right, but not obligation, upon written notice pay Additional Interest in cash to the Company each Holder in an amount equal to elect to purchase up to 500 25% per annum of the Preferred Stock issued aggregate principal amount of the Notes for the period of occurrence of the registration default until such time as no registration default is in the Rights Offering (in addition to effect, which rate shall increase by 0 25% per annum for each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of subsequent 90-day period during which such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicableregistration default continues, but in no event later than two (2) Business Days, after the entry shall such increase exceed 1 00% per annum Following cure of the Confirmation Orderregistration default, such Additional Interest will cease to accrue from the date of such cure and the interest rate on the Notes will revert to the interest rate borne by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number Notes prior to such registration default. Compliance with the requirements of shares of Preferred Stock purchased by Holders (inclusive this Section 4.28 shall not constitute a breach of any shares other provision of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective DateIndenture.

Rights Offering. (a) The As promptly as practicable following the Closing, and subject to compliance with all applicable Law, including the Securities Act, the Company shall make distribute to each holder of record of Common Stock (including any holders who received Common Stock pursuant to the Exchange Offers) as of the close of business on the Business Day immediately preceding the Closing Date (each, a “Legacy Stockholder”) non-transferable rights (the “Rights”) to purchase from the Company an amount of Common Shares calculated pursuant to Section 3.14(b) at a per share purchase price equal to $0.43 (“Rights Purchase Price”). The transactions described in this Section 3.14, including the purchase and sale of Common Shares upon the exercise of Rights and any commitments to purchase unsubscribed Common Shares in Section 3.14(c), shall be referred to in this Agreement as the “Rights Offering.” The registration statement relating to the Rights Offering pursuant to the Plan, which shall be subject to filed within 15 days after the Offering Conditions and such other terms and conditions set forth in the Rights Offering DocumentsClosing. (b) Ten Business Days prior Each Right shall entitle a Legacy Stockholder to the date purchase any whole number of Common Shares, provided that (i) no Legacy Stockholder shall thereby exceed, together with any other person with whom such Legacy Stockholder may be aggregated under applicable law, 4.9% beneficial ownership of the Confirmation Hearing, Company's equity securities and (ii) the Company shall notify the Preferred Backstop Investors aggregate purchase price of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued all Common Shares purchased in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata shareexceed Twenty Million Dollars ($20,000,000). (c) The Company In the event the Rights Offering is over-subscribed, subscriptions by Legacy Stockholders shall be reduced proportionally based on their pro rata ownership of the Common Stock outstanding as of the close of business on the trading day immediately preceding the Closing Date but assuming that the Exchange Offers shall have occurred on such date. In the event the Rights Offering is under-subscribed, each of the Purchasers hereby agrees and undertakes to givepurchase, or on a Pro Rata Basis, unsubscribed Common Shares at the Rights Purchase Price. Additionally, the Company agrees that the Anchor Investment Agreement with the Anchor Investors shall include a substantially similar covenant requiring each Anchor Investor to cause to be givenpurchase, to on a Pro Rata Basis, unsubscribed Common Shares at the Preferred Backstop Investors as soon as reasonably practicableRights Purchase Price. Notwithstanding the foregoing, but in no event later shall any Purchaser, together with any other person with whom such Purchaser may be aggregated under applicable law, be obligated pursuant to this Section 3.14(c) to acquire more than two the maximum percentage of beneficial ownership or ownership for purposes of any banking law or regulation stated on such Purchaser’s signature page to this Agreement. (2d) Business DaysAs used in this Section 3.14, after “Pro Rata Basis” with respect to any Investor means a backstop commitment to purchase that number of Common Shares equal to the entry Undersubscription Amount multiplied by a fraction, the numerator of which is the Confirmation Order, number of Common Shares purchased by overnight mail, e-mail or such Investor in connection with the Equity Investment and the denominator of which is the total aggregate number of Common Shares purchased by electronic facsimile transmission, all Investors in connection with the the Equity Investment. “Undersubscription Amount” means (i) written notification setting forth the difference between (A) $20,000,000 and (B) the total number aggregate purchase price of shares of Preferred Stock the Common Shares purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) Legacy Stockholders in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received divided by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective DatePrice.

Rights Offering. (a) The Company shall make the Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering DocumentsDocuments and inclusive of Preferred Stock issued in compliance with Plan in connection with the CPLV Mezzanine Debt) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage Percentage, and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, Days after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Rights Offering. Whenever the Corporation issues rights, options or warrants to holders of all or substantially all of a class of TRC Equity Shares pursuant to which such holders are entitled to subscribe for, purchase or otherwise acquire TRC Equity Shares or securities convertible into or exchangeable for one or more TRC Equity Shares or fractions thereof, at a price per share (the “Per Share Cost”) that is less than 95% of the Fair Market Value Per Share on the record date (other than a Share Reorganization, a Special Distribution or an issuance contemplated by Section 2.1.3 or 4.7) (any such issuance not so excepted being herein called a “Rights Offering”), then the Exercise Price Per Warrant will be adjusted, effective immediately after that record date, by multiplying the Exercise Price Per Warrant in effect immediately prior to such record date by the fraction of which: 4.3.1 the numerator is the sum of: (a) The Company shall make the Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents.number of TRC Equity Shares outstanding on that record date; and (b) Ten Business Days prior a number determined by dividing the product of the Per Share Cost and (i) where the event giving rise to the date application of this Section 4.3 was the Confirmation Hearingissue of rights, options or warrants to the holders of TRC Equity Shares under which such holders are entitled to subscribe for or purchase additional TRC Equity Shares, the Company shall notify the Preferred Backstop Investors maximum number of TRC Equity Shares that may be so subscribed for or purchased under the Rights Offering and Offering; (ii) where the Preferred Backstop Investors shall have the right, but not obligation, upon written notice event giving rise to the Company to elect to purchase up to 50% application of this Section 4.3 was the Preferred Stock issued in the Rights Offering (in addition to each issue of their rights as a Holder pursuant rights, options or warrants to the Rights Offering Documents) on holders of TRC Equity Shares under which such holders are entitled to subscribe for or purchase securities exchangeable for or convertible into TRC Equity Shares, the same terms and conditions as number of TRC Equity Shares for which the other Holders maximum number of securities that may be so subscribed for or purchased under the Rights Offering Documentscould have been exchanged or into which they could have been converted; provided, however, that by the Preferred Backstop Investors shall not be required to post funds until Fair Market Value Per Share; and 4.3.2 the Effective Date. Each Preferred Backstop Investor shall have denominator is the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share.sum of: (ca) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two number of TRC Equity Shares outstanding on that record date; and (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (Ab) the total number of shares of Preferred Stock purchased by Holders additional TRC Equity Shares offered for subscription or purchase (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)or into which the convertible securities so offered are convertible or exchangeable) in the Rights Offering pursuant to the exercise Rights Offering. The adjustment will be made successively whenever a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.3 are fixed within a period of Rights 30 days, the adjustment will be made successively as if each of such record dates or dates occurred on the earliest of such record dates or dates. To the extent that any rights, options or warrants are not so issued or any of the rights, options or warrants so issued are not exercised before the expiration thereof, or any convertible securities are not so converted into or exchanged for TRC Equity Shares before the expiration of the right to do so, the Exercise Price Per Warrant will be readjusted to the Exercise Price Per Warrant in effect immediately before the record date, and the aggregate cash proceeds received by the Company therefor, (B) Exercise Price Per Warrant will be further adjusted based upon the number of Unsubscribed Sharesadditional TRC Equity Shares actually delivered upon the exercise of the rights, (C) options or warrants, or issued upon the Backstop Purchase Price for each Preferred Backstop Investor and (D) conversion or exchange of the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for convertible securities, as the Preferred Stock purchased pursuant to this Agreementcase may be. In addition, on the first Business Day of each calendar week during event the period beginning on Per Share Cost is decreased by the Subscription Commencement Date and ending on the Subscription Expiration DateCorporation, the Company adjustment hereunder shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Daterecalculated.

Rights Offering. (a) The Company shall make On the terms and subject to the conditions set forth herein and in the Rights Offering pursuant Registration Statement, the Company shall distribute, at no charge, to the Planholders of record of each share of Common Stock as of the Record Date (each, an “Eligible Holder”) one (1) Right for each whole share of Common Stock owned by the Eligible Holder as of the close of business on the Record Date. Each Right shall entitle the Eligible Holder to purchase, at the Subscription Price per whole share, 0.25 of a share of Common Stock. Fractional shares resulting from the exercise of the Rights will be eliminated by rounding down to the nearest whole share with respect to the exercise by any holder. No Rights will be distributed or issued with respect to any treasury stock. To the extent permitted by the New York Stock Exchange, each Right will be transferable separately from the underlying shares of Common Stock in respect of which shall such Right was distributed. Eligible Holders (to the extent they continue to own Rights during the duration of the Rights Offering) and holders to whom Rights have been validly transferred are collectively referred to as “Holders,” each individually being a “Holder.” (b) The Company will commence the Rights Offering on the date hereof by filing the Rights Offering Registration Statement with the Commission and mailing a prospectus and related materials to record and beneficial owners of Common Stock. The Rights (including under both the Basic Subscription Rights and the Over-Subscription Privilege) may be exercised during a period (the “Rights Exercise Period”) beginning from and after the Record Date and ending at 5:00 p.m. New York City Time on January 9, 2014, subject to extension (i) solely to the Offering Conditions and such other terms and extent necessary to permit the satisfaction prior to the Closing Date of the conditions set forth in the Rights Offering Documents. (bSections 7(a)(i) Ten Business Days prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (Dviii) the targeted Effective Date and Sections 7(b)(i) and (vi) or (ii) a subscription form to with the prior written consent of the Representative (5:00 p.m. New York City Time on January 9, 2014, as may be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for so extended, the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription “Expiration Date”). “Business Day” has the meaning ascribed to such term in Rule 14d-1(g) under the Securities Exchange Act of 1934, as amended (the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date“Exchange Act”).

Rights Offering. Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders have the right, but not the obligation, to participate in the Rights Offering. Only a holder of Existing Hertz Parent Interests or Unsecured Funded Debt Claims as of the Subscription Expiration Deadline (or in the case of ALOC Facility Claims, as of the ALOC Facility Record Date) who is also (a) The Company shall make an “accredited investor” within the meaning of Rule 501 Regulation D under the Securities Act or (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and who timely and properly submits all documentation and required payments to the Subscription Agent in accordance with the procedures set forth herein may be deemed eligible to participate in the Rights Offering pursuant Offering. Each such holder must provide to the PlanSubscription Agent, which shall be subject the Backstop Investors and the Company any information and certifications reasonably requested of any of them as to its status as an accredited investor or qualified institutional buyer and must execute and return the written investor certification (the “Investor Certification”) included in the Subscription Agreement and return to the Offering Conditions and such other Subscription Agent by no later than the Subscription Expiration Deadline. Subject to the terms and conditions set forth in the Plan, these Rights Offering Documents. (b) Ten Business Days prior Procedures and the Subscription Agreement, each Eligible Existing Hertz Shareholder is entitled to subscribe for one Rights Offering Share per 2.005 shares of Existing Hertz Parent Interests, at a purchase price of $20.98 per share. As set forth in the plan, to the date extent all available Subscription Rights are not exercised by holders of Existing Hertz Parent Interests, holders of Allowed Unsecured Funded Debt Claims shall be distributed their pro rata share of any Subscription Rights not exercised by holders of Existing Hertz Parent Interests in accordance with the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Plan and these Rights Offering Procedures. Subject to the terms and conditions set forth in the Plan, these Rights Offering Procedures and the Preferred Backstop Investors shall have Subscription Agreement, each Eligible Unsecured Funded Debt Holder is entitled, to subscribe for one Rights Offering Share per $37.32 of Allowed Unsecured Funded Debt Claims, at a purchase price of $20.98 per share. The foregoing reflects the right, but not obligation, upon written notice to maximum entitlement of any Eligible Unsecured Funded Debt Holder in the Company to elect event that no Eligible Hertz Parent Shareholders exercise their Subscription Rights. While each subscribing Eligible Unsecured Funded Debt Holder will be obligated to purchase up to 50% the maximum amount of Rights Offering Shares set forth herein for all Unsecured Funded Debt Claims tendered/blocked or otherwise subscribed in connection such Eligible Unsecured Funded Debt Holder’s exercise of Subscription Rights, the foregoing subscription entitlement will be adjusted downward based on the amount of Subscription Rights exercised by Eligible Hertz Parent Shareholders. Each Eligible Existing Hertz Shareholder and Eligible Unsecured Funded Debt Holder will be deemed to have exercised the Subscription Rights related to all shares of Existing Hertz Parent Interests or Allowed Unsecured Funded Debt Claims tendered/blocked through the ATOP procedures of the Preferred Stock issued DTC at the subscription rates set forth above. The Aggregate Purchase Price will be calculated based on the full subscription entitlement as set forth above (as may be reduced following the exercise by Eligible Hertz Parent Shareholders of any Subscription Rights). There will be no over-subscription privilege in the Rights Offering. Any Rights Offering Shares that are unsubscribed by the Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders entitled thereto will not be offered to other Eligible Existing Hertz Shareholders or Eligible Unsecured Funded Debt Holders, but will be purchased by the Backstop Investors in accordance with the Equity Purchase and Commitment Agreement. Subject to the terms and conditions of the Equity Purchase and Commitment Agreement, the Backstop Investors have agreed to (i) purchase the Rights Offering Shares that are not purchased by Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders in the Rights Offering (in addition the “Unsubscribed Shares”) and (ii) exercise all Subscription Rights that are issued to each of their rights as a Holder it pursuant to the Rights Offering, and duly purchase all Rights Offering Documents) on the same terms and conditions as the other Holders under Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights Procedures and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective DatePlan.

Rights Offering. (a) The Company shall make the Rights Offering pursuant To fully exercise its right to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued participate in the Rights Offering (the “Subscription Rights”), an Eligible Offeree must (i) complete the rights offering subscription exercise form (the “Rights Exercise Form”), which has been distributed with these Rights Offering Procedures to Eligible Offerees and (ii) pay the purchase price (the “Rights Exercise Price”), which is an amount equal to its pro rata share of the $465,000,000 aggregate exercise price for the Rights Offering Securities (as defined in addition the Backstop Commitment Agreement), such pro rata share measured as the principal amount of Unsecured Notes Claims (as defined in the Plan) held by such Eligible Offeree, as compared to each the aggregate amount of their rights Unsecured Notes Claims as of [•], 2017 (the “Rights Offering Record Date”), rounded down to the nearest dollar. Each Eligible Offeree may exercise (in whole dollar increments) all, some, or none of its pro rata share, and the Rights Exercise Price for such Eligible Offeree will be adjusted accordingly (in whole dollar increments). Any fraction of a Holder Rights Offering Security to be issued to an Eligible Offeree who elects to acquire such Rights Offering Securities shall be rounded down to the nearest whole Rights Offering Security. The total amount of Rights Offering Securities that may be purchased pursuant to the Rights Offering Documents) on shall be adjusted as necessary to account for the same terms and conditions as rounding described in this section. No compensation shall be paid, whether in cash or otherwise, in respect of any rounded-down amounts. For the other Holders under avoidance of doubt, the Subscription Rights shall not be transferable, assignable, or detachable prior to the Rights Offering Documents; providedRecord Date, however, that other than in connection with the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry transfer of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, corresponding Allowed Unsecured Notes Claims (ias defined in the Plan) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant and other than in accordance with these Rights Offering Procedures. Subsequent to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Record Date, the Company shall give, Subscription Rights may not be transferrable or cause assignable to any party. See Section V.D. below for more information related to transfers and the procedures related thereto. There will be given, to the Preferred Backstop Investors by overnight mail, eno over-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for subscription privilege in the Rights Offering, . Any unsubscribed securities will not be offered to other Eligible Offerees but will be purchased by the number of then unsubscribed Preferred Stock, Commitment Parties in accordance with the Backstop Purchase Price for each Preferred Backstop Investor (as if the Commitment Agreement. Although it is expected that all distributions of Rights Offering were to be concluded with Securities and Substitute Distributions, if in the then current amount form of subscribed for Preferred Stock) and the targeted Effective DateNew Permian Corp. common stock, will occur through The Depository Trust Company (“DTC”), there is no guarantee that this will occur.

Rights Offering. (a) The Company shall make the Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Rights Offering. (a) The Company shall make On the terms and subject to the conditions set forth herein and in the Rights Offering pursuant Registration Statement, the Company shall distribute, at no charge, to the Planholders of record of each share of Common Stock as of the Record Date (each, an “Eligible Holder”) one (1) Right for each whole share of Common Stock owned by the Eligible Holder as of the close of business on the Record Date. Each Right shall entitle the Eligible Holder to purchase, at the Subscription Price per whole share, 0.25 of a share of Common Stock. Fractional shares resulting from the exercise of the Rights will be eliminated by rounding down to the nearest whole share with respect to the exercise by any holder. No Rights will be distributed or issued with respect to any treasury stock. To the extent permitted by the New York Stock Exchange, each Right will be transferable separately from the underlying shares of Common Stock in respect of which shall such Right was distributed. Eligible Holders (to the extent they continue to own Rights during the duration of the Rights Offering) and holders to whom Rights have been validly transferred are collectively referred to as “Holders,” each individually being a “Holder.” (b) The Company will commence the Rights Offering on the date hereof by filing the Rights Offering Registration Statement with the Commission and mailing a prospectus and related materials to record and beneficial owners of Common Stock. The Rights (including under both the Basic Subscription Rights and the Over-Subscription Privilege) may be exercised during a period (the “Rights Exercise Period”) beginning from and after the Record Date and ending at 5:00 p.m. New York City Time on January 9, 2014, subject to extension (i) solely to the Offering Conditions and such other terms and extent necessary to permit the satisfaction prior to the Closing Date of the conditions set forth in the Rights Offering Documents. (bSections 7(a)(i) Ten Business Days prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (Dviii) the targeted Effective Date and Sections 7(b)(i) and (vi) or (ii) a subscription form to with the prior written consent of the Investors (5:00 p.m. New York City Time on January 9, 2014, as may be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for so extended, the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription “Expiration Date”). “Business Day” has the meaning ascribed to such term in Rule 14d-1(g) under the Securities Exchange Act of 1934, as amended (the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date“Exchange Act”).

Rights Offering. (a) The parties agree that the Company shall make conduct a rights offering (the "Rights Offering") in which rights to purchase shares of Series B Preferred Stock will be distributed on a pro rata basis to all stockholders of the Company, subject to the following conditions: (i) the Company shall use its reasonable best efforts to conduct the Rights Offering at the same time as the solicitation of proxies in respect of the Company Stockholders Meeting; (ii) the closing of the Rights Offering shall be conditioned upon and concurrent with the Closing; (iii) the Company shall use its reasonable best efforts to complete the Rights Offering within 90 days after execution of this Agreement; (iv) the rights shall only be issued to stockholders of record on the record date (which, subject to clause (v) below, shall be the tenth (10th) Nasdaq National Market trading day following the date of the first public announcement of the sale of Series B Preferred Stock pursuant to this Agreement) and shall be non-transferable; (v) notwithstanding the foregoing, the parties acknowledge and agree that the Company may establish a new record date for the issuance of rights pursuant to the PlanRights Offering in order to comply with applicable law or if the Company is unable to obtain applicable regulatory review and clearance of the offering documents for the Rights Offering in time sufficient to allow the Company to mail such documents and issue such rights to the applicable Company stockholders on or before the date which is the maximum number of days after the record date contemplated by Section 6.5(iv) as is permitted by the Delaware General Corporation Law; (vi) stockholders (other than the Investors, which and, with respect to unvested restricted Common Stock, certain directors and employees of the Company or its subsidiaries) shall be subject entitled to the Offering Conditions and such other terms and conditions set forth purchase shares of Series B Preferred Stock in the Rights Offering Documents. (b) Ten Business Days prior up to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors an amount such that their percentage ownership upon completion of the Rights Offering and the Preferred Backstop Investors shall have Closing would be approximately equal to their percentage ownership of the right, but not obligation, upon written notice Company prior to the Company Rights Offering and the Closing; (vii) the price to elect to purchase up to 50% be paid for the shares of the Series B Preferred Stock in the Rights Offering shall be the same price per share paid by the Investors at the Closing; (viii) the rights issued in the Rights Offering shall expire no later than thirty days following their issuance (provided that the Company may extend the expiration of such rights by any period determined by the Company to be reasonably necessary in addition order to effect the Rights Offering as contemplated hereby); and (ix) each of their the Investors agrees that it shall not, and it shall cause its respective Investor Affiliates not to, exercise or otherwise take any action with respect to any rights as a Holder it receives pursuant to the Rights Offering Documents) on Offering. Within two business days following the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Datedate hereof, the Company shall give, or cause file with the SEC a Registration Statement on Form S-3 registering the rights to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for issued in the Rights Offering, the number shares of then unsubscribed Series B Preferred StockStock to be offered and sold in the Rights Offering, as well as the Backstop Purchase Price for each Post- Split Common Stock issuable upon conversion of any such shares of Series B Preferred Backstop Investor Stock (the "Rights Offering Registration Statement"). The Company shall use all reasonable efforts to cause, as if promptly as practicable, the Rights Offering were Registration Statement to be concluded declared effective by the SEC and thereafter to be mailed to the Company's stockholders as of the applicable record date. The Company shall provide the Investors with copies of all correspondence received from the SEC with respect to the Rights Offering Registration Statement. The Company shall not respond to any comments from the SEC regarding the Rights Offering Registration Statement, or amend or supplement the Rights Offering Registration Statement, without first consulting with the then current amount Investors regarding the terms of subscribed for Preferred Stock) such response, amendment or supplement and providing the targeted Effective DateInvestors a reasonable opportunity to provide their comments to the Company with respect thereto.

Rights Offering. (a) The Company will use its reasonable best efforts to complete a distribution of purchase rights to all holders of its Common Stock and to the Investors in accordance with the terms of the Series B Warrants (the “Rights Offering”). Each holder of Common Stock shall make receive one (1) right to purchase a share of Common Stock at $5.25 per share (the “Rights Exercise Price”) (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Common Stock occurring after the date hereof) for every four (4) shares that that shareholder owns, and each Investor also shall receive an equivalent right in accordance with the terms of the Series B Warrants (all such rights, the “Purchase Rights”). If the Company determines that a shareholder vote is not required for consummation of the Rights Offering pursuant to the Planapplicable NASDAQ rules, the Company will use its reasonable best efforts to complete the distribution of the Purchase Rights on or prior to January 15, 2023 which such Purchase Rights will expire not later than February, 15, 2023. In the event that the Company determines that a shareholder vote is required under the applicable NASDAQ rules, the Parties, each acting reasonably and in good faith, shall be subject mutually agree upon a revised timetable for the Rights Offering. Pursuant to Section 4(a) of the Offering Conditions and such other terms and conditions set forth Series B Warrants, the Investors shall receive rights in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearingon an as exercised basis, the Company shall notify the Preferred Backstop or approximately 25,000,000 Purchase Rights. The Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect hereby commit to purchase up to 50% a minimum of the Preferred Stock issued an aggregate of 15,000,000 shares in the Rights Offering (in addition to each of their rights as a Holder pursuant adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction relating to the Rights Offering DocumentsCommon Stock occurring after the date hereof) on the same terms and conditions as the other Holders under shall make payment in cash, in full, of the Rights Offering Documents; provided, however, that Exercise Price for such shares not later than the Preferred Backstop Investors date by which holders of outstanding shares of Common Stock shall have been required to make payment of the Rights Exercise Price in order to participate in the Rights Offering. The Purchase Rights shall not be required transferrable by any holder separate and apart from the underlying securities to post funds until which they are granted other than any transfer to an affiliate of such holder. In addition, concurrently with the Effective Date. Each Rights Offering, each of the Investors holding Series A Convertible Preferred Backstop Investor Stock shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to from the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total a number of shares of Common Stock equal to 25% times the number of shares of Common Stock issuable upon conversion of such Series A Convertible Preferred Stock purchased by Holders (inclusive at a price equal to the Rights Exercise Price, which purchase rights shall expire at the same time as the Purchase Rights. Immediately following the completion of any shares the Rights Offering as set forth herein and the expiration of Preferred Stock purchased the Purchase Rights, all Series B Warrants other than the Series B Warrants to be exercised pursuant to Section 2.1(b)1.1(c) in the Rights Offering pursuant to the exercise shall expire and be terminated and of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, no further force or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Dateeffect.

Rights Offering. (a) The Company shall make commence the Rights Offering on or before June 4, 2010 (as such date may be extended pursuant to Section 5.6, the Plan“Subscription Commencement Date”) and the Rights Offering shall remain open until no later than 5:00 p.m., which New York City time, on July 15, 2010 (as such date may be extended pursuant to Section 5.6, the “Subscription Expiration Date”). The Rights Offering shall be conducted and consummated on the terms, subject to the Offering Conditions conditions and such other terms and conditions set forth in accordance with the Rights Offering DocumentsPacket. (b) Ten Business Days prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation OrderSubscription Expiration Date, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock New Common Shares purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock New Common Shares purchased pursuant to this Agreement. The written notification and subscription form described herein shall be substantially in the form included in the Rights Offering Packet. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock New Common Shares then subscribed for in the Rights Offering, the number of then unsubscribed Preferred StockNew Common Shares, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred StockNew Common Shares) and the targeted Effective Date.

Rights Offering. (a) The Company shall make proposes to offer and sell shares of its new common stock, par value $0.01 per share (the “New Common Stock”), pursuant to a rights offering (the “Rights Offering”) whereby the Company will distribute at no charge to each holder (each, an “Eligible Holder”) of Common Stock, including, to the extent applicable, the Investors, that number of rights (each, a “Right”) in respect of shares of Common Stock outstanding and held of record as of the close of business on a record date (the “Record Date”) to be set by the Board of Directors of the Company that will enable each Eligible Holder to purchase up to its pro rata portion of 56,700,000 shares in the aggregate of New Common Stock (each, a “Share”) at a purchase price of $35.00 per Share (the “Purchase Price”). (b) The Company will conduct the Rights Offering pursuant to a plan of reorganization of the Debtors (such plan of reorganization, the “Plan”), which shall be subject to reflect the Offering Conditions and such other terms and conditions set forth Company’s proposed restructuring transactions described in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearingthis Agreement, the Company shall notify Summary of Terms of Preferred Stock attached hereto as Exhibit A (the “Preferred Backstop Investors of the Rights Offering Term Sheet”) and the Preferred Backstop Investors shall have Plan Framework Support Agreement attached hereto as Exhibit B (the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share“PSA”). (c) The Company hereby agrees and undertakes to give, or to cause to Rights Offering will be given, to the Preferred Backstop Investors conducted as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, follows: (i) written notification setting forth (A) On the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant terms and subject to the exercise conditions of Rights this Agreement and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form subject to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Dateapplicable law, the Company shall giveoffer Shares for subscription by holders of Rights as set forth in this Agreement. (ii) As soon as practicable following the entry of an order by the Bankruptcy Court approving the Disclosure Statement (the “Disclosure Statement Approval Date”) and the effectiveness under the Securities Act of 1933, or cause as amended (the “Securities Act”), of the Rights Offering Registration Statement to be given, filed with the Securities and Exchange Commission (the “Commission”) relating to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number Company shall issue to each Eligible Holder, Rights to purchase up to its pro rata portion of then unsubscribed Preferred Stock56,700,000 Shares in the aggregate and distribute simultaneously the ballot form(s) in connection with the solicitation of acceptances of the Plan (the date of such distribution, the Backstop Purchase Price “Distribution Date”). The Company will be responsible for each Preferred Backstop Investor (as if effecting the distribution of certificates representing the Rights, the Rights Offering were Prospectus and any related materials to each Eligible Holder. (iii) The Rights may be concluded with exercised during a period (the then current amount of subscribed for Preferred Stock“Rights Exercise Period”) commencing on the Distribution Date and ending at the targeted Effective Date.Expiration Time. The Rights shall be transferable. “Expiration Time”

Rights Offering. (a) Promptly after Closing, the Seller Guarantor shall file with the Commission a registration statement on Form S-1 (as amended from time to time, the “S-1”) related to a $25,000,000 rights offering in which the holders of the Common Stock, including the Common Stock underlying the Seller Guarantor’s warrants and Series A Preferred Stock (in each case, other than the Excluded Camping World Parties; Bxxxxxxxx Partners LLC – Series A, Coliseum Capital Partners L.P., and Coliseum Capital Management, LLC, and their respective affiliates; and Alta Fundamental Advisers LLC and its affiliates), will receive non-transferable rights to purchase additional shares of Common Stock at the same price per share as the Shares (the “Rights Offering”). The Company Seller Guarantor shall use its commercially reasonable efforts to resolve all Commission comments with respect to the S-1 as promptly as reasonably practicable after receipt thereof and to have the S-1 cleared by the staff of the Commission as promptly as reasonably practicable after such filing. The Seller Guarantor shall make any necessary filings with respect to effectuating the Rights Offering pursuant to under the Plan, which shall be subject to Exchange Act and the Offering Conditions rules and such other terms and conditions set forth in the Rights Offering Documentsregulations thereunder. (b) Ten Business Days prior to CW Investor, on behalf of itself and all its respective affiliates (collectively the date “Excluded Camping World Parties”), hereby irrevocably acknowledges and agrees that each of the Confirmation HearingExcluded Camping World Parties has no right or entitlement to, the Company shall notify the Preferred Backstop Investors and hereby waives any right any of the Rights Offering and the Preferred Backstop Investors shall Excluded Camping World Parties may have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% as a holder of securities of the Preferred Stock issued Seller Guarantor or otherwise to, receive any right in the Rights Offering (or purchase shares of Common Stock in addition the Rights Offering. To the extent any of the Excluded Camping World Parties who is not a party to each this Agreement directly or indirectly owns, holds or controls any securities of their rights the Seller Guarantor as a Holder pursuant to of the record date for the Rights Offering Documents) on CW Investor will cause each of such Excluded Camping World Parties to confirm such an acknowledgment, agreement and waiver in a signed agreement with the same terms Seller Guarantor. The acknowledgement, agreement and conditions waiver in the first sentence of this Section 1.3(b), together with any additional acknowledgment, agreement and waiver contemplated by the prior sentence, are referred to herein collectively as the other Holders under the “Camping World Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata shareAcknowledgment.” (c) The Company hereby agrees and undertakes to give, or to cause to be given, to Seller Guarantor shall obtain the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry consent of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in CW Investor before upsizing the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Dateabove $25,000,000.

Rights Offering. (a) The Company shall make commence the Rights Offering pursuant to on or before April 7, 2011 (the Plan“Subscription Commencement Date”) and the Rights Offering shall remain open until no later than 5:00 p.m., which New York City time, on April 22, 2011 (the “Subscription Expiration Date”). The Rights Offering shall be conducted and consummated on the terms, subject to the Offering Conditions conditions and such other terms and conditions set forth in accordance with the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearing, the Company Manchester shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued subscribe in the Rights Offering (for the maximum aggregate principal amount of Rights Offering Notes that Manchester is entitled to subscribe in addition to each of their rights as a Holder the Rights Offering, which amount is set forth on Exhibit A attached hereto, pursuant to the Rights Offering Documents) on the same terms and conditions as of a Subscription Agreement. Xxxxxxxxx shall subscribe, and shall cause each of the other Holders under Xxxxxxxxx Entities to subscribe, in the Rights Offering Documents; providedfor the maximum aggregate principal amount of Rights Offering Notes that each such Xxxxxxxxx Entity is entitled to subscribe in the Rights Offering, howeverwhich amounts are set forth on Exhibit A attached hereto, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and pursuant to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata shareterms and conditions of a Subscription Agreement. (c) The Company hereby agrees and undertakes to give, or to cause to be given, shall give to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmissionSubscription Expiration Date, (i) written notification (the “Effective Date Notice”) setting forth (A) the total number principal amount of shares of Preferred Stock purchased Rights Offering Notes subscribed for by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, Offering; (B) the number of Unsubscribed Shares, each Backstop Investor’s Individual Backstop Cap; (C) the Backstop Purchase Price for each Preferred Backstop Investor targeted Effective Date; and (D) whether the targeted Company wishes each Backstop Investor to purchase all or a lesser percentage (provided that such percentage is the same for each Backstop Investor) of the Individual Backstop Cap on the Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock Rights Offering Notes purchased pursuant to this Agreement. In addition, The written notification and subscription form described herein shall be substantially in the form included in the Rights Offering Documents. (d) To the extent that the Company does not require the Backstop Investors to purchase their respective entire Individual Backstop Cap on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Effective Date, the Company shall givemay require the Backstop Investors to purchase all or a lesser remaining percentage (provided that such percentage is the same for each Backstop Investor) of the Individual Backstop Cap on any subsequent date (each, or cause to be given, a “Subsequent Closing Date”) by giving to the Preferred Backstop Investors by overnight mailInvestors, e-mail or by electronic facsimile transmission at least five Business Days prior to such Subsequent Closing Date, a written notification (a “Subsequent Closing Notice”) setting forth the then most current information as percentage (provided that such percentage is the same for each Backstop Investor) of the Individual Backstop Cap that the Company requires each Backstop Investor to purchase on such Subsequent Closing Date. (e) Notwithstanding anything in this Agreement to the total contrary, (a) the minimum principal amount of Preferred Stock then subscribed for in Rights Offering Notes to be purchased by each Backstop Investor at each Closing shall be not less than $100,000 and (b) the Rights Offering, the maximum number of then unsubscribed Preferred Stock, Subsequent Closing Dates upon which the Backstop Purchase Price for each Preferred Investors shall be required to purchase Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective DateNotes hereunder shall not exceed three.

Rights Offering. (ai) The Company shall make Subject to Section 1(c)(ii), following the Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation HearingInitial Closing Date, the Company shall notify undertake a registered rights offering (the “Rights Offering”) pursuant to which the Company will offer to the Company’s common stockholders (the “Stockholders”) rights to purchase such number of newly-issued Series AA Preferred Backstop Investors as will, when added to the number of shares purchased at the Initial Closing, have the sum of One Hundred Sixty Thousand shares (160,000) (the “Offered Shares”) of Series AA Preferred, at a price of One Hundred Dollars ($100) per Offered Share. Pursuant to the terms of the Rights Offering and the Preferred Backstop Investors shall have the rightOffering, but not obligation, upon written notice to the Company to elect to purchase up to 50% each of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall Stockholders will have the right to purchase its pro rata share of such amountthe Offered Shares, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to for a subscription period of not purchase its pro rata shareless than 20 days, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, with (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company thereforat least one 20-day extension, (B) the number of Unsubscribed Sharesif necessary, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form oversubscription rights for initial subscribers in proportion to their initial subscription, if necessary, and (iii) such additional oversubscription rights, if necessary, all as may be completed by each Preferred Backstop Investor appropriate to facilitate such Preferred Backstop Investor’s subscription for encourage maximum Stockholder participation therein, subject to the Preferred Stock purchased pursuant to this Agreementprior written approval of Dolphin. In addition, on Within three Business Days following the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Initial Closing Date, the Company shall givefile with the SEC a registration statement on Form S-1 or other applicable form (the “Registration Statement”), or cause to be givensubstantially in the form that has been previously reviewed and reasonably approved by Dolphin and Xxxxxx Xxxxxxx & Xxxx LLP, covering the offering and sale of the Offered Shares to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth Stockholders and the then most current information Buyers as to the total amount of Preferred Stock then subscribed for standby purchasers in the Rights Offering. (ii) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the number of then unsubscribed Preferred StockCompany agrees to sell to each Buyer, and each Buyer, severally but not jointly, agrees to purchase from the Backstop Company at the Purchase Price per share, which Purchase Price shall be the subscription price per share set forth on the cover page of the prospectus (the “Prospectus”) included in the Registration Statement at the time it is declared effective by the SEC or on the cover page to the prospectus relating to the Registration Statement that is filed with the SEC pursuant to Rule 424(b) under the 1933 Act, such proportion of the Offered Shares, equal to the proportion that such Buyer’s Initial Closing Shares represents to all Initial Closing Shares, not subscribed for each Preferred Backstop Investor (as if and purchased by the Stockholders in the Rights Offering were (the “Unsubscribed Shares”). Each Buyer’s right and obligation to purchase its respective proportion of the Unsubscribed Shares from the Company, and the Company’s obligation to sell such Unsubscribed Shares to such Buyer, shall be concluded with fixed, subject to the then current amount of subscribed for Preferred Stockconditions contained in Section 6(b) and 7(b), as of the targeted Effective Datetime of the expiration of the Rights Offering.

Rights Offering. (a) The Company shall make On the Rights Offering pursuant to the Plan, which shall be terms and subject to the Offering Conditions and such other terms and conditions set forth in the Rights Prospectus, the Company will distribute to each Eligible Holder, at no charge, one Right for each share of Common Stock held by such holder as of the close of business on the Record Date. Each such Right shall be non-transferable and will entitle the holder thereof, at the election of such holder, to purchase at the Subscription Price 2.5957 New Shares, provided that no fractional New Shares will be issued. For the avoidance of doubt, the Subscription Price multiplied by the aggregate number of New Shares offered to Eligible Holders shall not exceed the Aggregate Offering DocumentsAmount. (b) Ten Each Eligible Holder may exercise all, none, or any portion of the Rights distributed to such Eligible Holder pursuant to the Rights Offering. The Rights may be exercised at any time prior to 5:00 p.m. Eastern Daylight Time on the Rights Offering Expiration Date (the "Expiration Time"). (c) Each Eligible Holder who wishes to exercise all or any portion of its Rights shall (i) prior to the Expiration Time, return a duly executed document (the "Exercise Form") to American Stock Transfer & Trust Co., LLC (the "Subscription Agent") electing to exercise all or any portion of the Rights held by such Eligible Holder and (ii) pay an amount equal to the full Subscription Price of the number of New Shares that the Eligible Holder elects to purchase pursuant to the instructions set forth in the Registration Statement by a specified date to an escrow account established for the Rights Offering. Upon receipt by the Subscription Agent of a properly executed Exercise Form, the Eligible Holder's exercise of such Rights specified in the Exercise Form, and the commitment to purchase those New Shares corresponding to the Rights exercised, shall become binding and irrevocable. On the Closing Date, the Company will issue to each Eligible Holder who validly exercised its Rights the number of New Shares to which such Eligible Holder is entitled based on such exercise. (d) The Company will pay all of its expenses associated with the Registration Statement and the Rights Offering, including, without limitation, filing and printing fees, fees and expenses of the Subscription Agent and any other agents, its counsel and accounting fees and expenses, costs associated with clearing the Shares for sale under applicable state securities laws and listing fees. (e) The Company shall notify, or cause the Subscription Agent to notify, the Purchasers on each Friday occurring prior to the Rights Offering Expiration Date and on each Business Day during the five Business Days prior to the date Rights Offering Expiration Date (or more frequently if reasonably requested by the Purchasers) of the Confirmation Hearing, aggregate number of Rights known by the Company shall notify or the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall Subscription Agent to have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder been exercised pursuant to the Rights Offering Documents) as of the close of business on the same terms and conditions preceding Business Day or the most recent practicable time before such request, as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata sharecase may be. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Rights Offering. (a) The Company Debtors shall make distribute the Rights Offering pursuant to the Plan, which shall be subject to RO Eligible Offerees on behalf of the Offering Conditions and such other terms and conditions Reorganized Debtors as set forth in the Plan and the RO Documents. Pursuant to the RO Procedures, the Rights Offering Documents. (b) Ten Business Days prior shall be open to all RO Eligible Offerees, and RO Eligible Offerees shall be entitled to participate in the Rights Offering up to a maximum amount of each such RO Eligible Offeree’s Pro Rata share of the Rights. Each RO Eligible Offeree may exercise either all or none of its Rights. Each RO Eligible Offeree who chooses not to participate in the Rights Offering will receive the RO Non-Participant Takeback Term Loan Allocation. The Rights with respect to the date Rights Offering are not separately transferrable or detachable from the First Lien Claims and may only be transferred together with the First Lien Claims. Each RO Participant shall be committed to participate for its full amount of Rights and to fund RO Term Loans in accordance with the RO Procedures. Each RO Participant will receive (i) the RO Participant Takeback Term Loan Allocation and (ii) the RO Common Shares. Upon exercise of the Rights by the RO Participants pursuant to the terms of the RO Procedures, Reorganized Avaya shall be authorized to issue the RO Term Loans and the RO Common Shares issuable pursuant to such exercise. In exchange for consideration consisting of the RO Backstop Premium and in accordance with the RO Backstop Agreement and their respective RO Backstop Commitments, the RO Backstop Parties have committed to fully backstop, severally and not jointly, nor jointly and severally, the RO Amount and to fund the RO Backstop Term Loans. Each RO Backstop Party shall fund up to its commitment amount of RO Term Loans and/or RO Backstop Term Loans and receive its share of the RO Backstop Shares and RO Premium Shares. The RO Backstop Premium shall be paid, in accordance with the RO Backstop Agreement and RO Backstop Agreement Approval Order, in (i) RO Premium Shares or (ii) upon the termination of the RO Backstop Agreement (except as specifically provided in the RO Backstop Agreement), in cash (as opposed to RO Premium Shares) as an Administrative Claim pari passu in priority with Claims arising under section 507(b) of the Bankruptcy Code by Avaya or Reorganized Avaya. Prior to the Petition Date, the RO Common Shares, the RO Backstop Shares and the RO Premium Shares will be offered pursuant to an exemption from the registration requirements of the Securities Act in reliance upon section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder and/or Regulation S under the Securities Act. After the Petition Date, the RO Common Shares will be offered, issued and distributed under the Plan without registration under the Securities Act, or any state or local law requiring registration for offer and sale of a security, in reliance upon the exemption provided in section 1145(a) of the Bankruptcy Code to the maximum extent permitted by law, and to the extent such exemption is not available, then the RO Common Shares will be issued and distributed under the Plan pursuant to other applicable exemptions from registration under the Securities Act and any other applicable securities laws. All RO Backstop Shares and RO Premium Shares will be offered, issued, and distributed in reliance upon section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or Regulation S under the Securities Act and will be “restricted securities” subject to transfer restrictions under the U.S. federal securities laws, as further described in the RO Procedures, the RO Backstop Agreement, and the Plan. Entry of the Confirmation Hearing, the Company Order shall notify the Preferred Backstop Investors constitute Bankruptcy Court approval of the Rights Offering (including the transactions contemplated thereby, and all actions to be undertaken, undertakings to be made, and obligations to be incurred by Reorganized Avaya in connection therewith). On the Preferred Backstop Investors shall have Effective Date, the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% rights and obligations of the Preferred Stock issued Debtors under the RO Backstop Agreement shall vest in the Reorganized Debtors, as applicable. The proceeds of the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received used by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price Reorganized Debtors for each Preferred Backstop Investor working capital and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Dategeneral corporate purposes.

Rights Offering. (a) The Company shall make Board of Directors of NFI has approved the making by NFI of a rights offering (the "Rights Offering") in connection with which (i) holders of record of Common Shares and holders of record of Series D-1 Preferred Shares (including Investors), in each case as of the close of business on the Rights Offering pursuant to the PlanRecord Date, which shall be subject entitled to receive a distribution from NFI of non-transferable rights (the Offering Conditions "Rights") to subscribe for and purchase from NFI certain Series D-2 Preferred Shares at a price of $25.00 per share and on such other terms and subject to such conditions as set forth in the Series D-2 Articles Supplementary attached hereto, (ii) subscribers (other than Investors) who exercise their Rights in full may over-subscribe for the shares offered in the Rights Offering Documentswhich have not been subscribed for and purchased, (iii) no fractional subscription Rights or cash in lieu of fractional Rights will be issued and fractional subscription Rights will be rounded to the nearest whole number, (iv) the Rights Offering shall commence on or prior to the seventh Business Day after the effective date of the Rights Offering Registration Statement, and end on a Business Day that shall not be less than 20 Business Days thereafter, subject to extension in the sole discretion of the Board of Directors, provided, however, that other than as may be necessary to comply with the requirements and regulations of the NYSE, the SEC or other applicable Law such period shall not be more than 30 Business Days without the prior written consent of the Investors, (v) any Series D-2 Preferred Shares remaining unsubscribed for and purchased after conclusion of the Rights Offering will be subject to purchase by the Investors in accordance with the terms and provisions of the Standby Purchase Agreement and (vi) the aggregate amount raised by NFI pursuant to the Rights Offering shall be $101,175,000. (b) Ten Business Days prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors Following effectiveness of the Rights Offering Registration Statement, NFI shall take, or cause to be taken, all necessary corporate action to declare and establish a record date (the Preferred Backstop Investors shall have "Rights Record Date") for the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% determination of the holders of Common Shares of record and holders of Series D-1 Preferred Stock issued Shares of record entitled to receive the distribution of Rights in the Rights Offering (in addition to each of their rights as Offering. The Rights Record Date shall be a Holder pursuant date not earlier than the day following the Reverse Stock Split Effective Date. On or prior to the Rights Offering Documents) on Record Date, NFI shall file the same terms Series D-2 Articles Supplementary with the State Department of Assessments and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share Taxation of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata shareMaryland. (c) The Company hereby agrees As promptly as practicable following the Closing, but in any event not later than 45 days after the Closing, NFI shall file with the SEC a registration statement on Form S-3 (or other applicable form) for the registration under the Securities Act of the Rights and undertakes the underlying Series D-2 Preferred Shares and the Common Shares issuable upon conversion of such Series D-2 Preferred Shares (the "Rights Offering Registration Statement"). NFI will use its reasonable best efforts to give, or (i) cause the Rights Offering Registration Statement to cause to be given, to become effective under the Preferred Backstop Investors Securities Act as soon promptly as reasonably practicablepossible, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant prior to the exercise filing with the SEC of Rights and NFI's Quarterly Report on Form 10-Q for the aggregate cash proceeds received by the Company thereforquarterly period ended June 30, (B) the number of Unsubscribed Shares2007, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if effectuate the Rights Offering were to be concluded in a manner consistent with the then current amount of subscribed for Preferred Stock) Rights Offering Registration Statement and NFI's agreements and obligations under the targeted Effective DateStandby Purchase Agreement.

Rights Offering. (a) The Company shall make the Rights Offering pursuant Subject to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in this Agreement, the Rights Offering Documents. Underwriters agree to offer the New Shares in the ratio of 9 (bExisting Shares) Ten Business Days prior to 4 (New Shares) by means of an indirect rights offering (mittelbares Bezugsrecht) outside the United States, Canada and Japan in reliance on Regulation S and in the United States (in the form of New Shares or New ADSs) to the date Company’s existing shareholders or existing ADS holders, as the case may be, and persons acquiring Subscription Rights within the subscription period (Bezugsfrist) at the Subscription Price. The undertaking in the preceding sentence constitutes a contract for the benefit of the Confirmation Hearingexisting shareholders (Vertrag zugunsten Dritter) in the meaning of § 328 German Civil Code and grants the existing shareholders the right to receive an offer to purchase the New Shares from the Underwriters subject to the conditions set out in the subscription offer (Bezugsangebot). Neither the Company nor any of the Underwriters will establish a trading of the Subscription Rights in the regulated market (börslicher Bezugsrechtshandel) of a German stock exchange. The Underwriters and their respective affiliates will not, directly or indirectly, apply for, initiate or promote (other than publishing the Relevant Documents) any official or unofficial trading of Subscription Rights for the New Shares (for the avoidance of doubt, the Company shall notify Underwriters may, to the Preferred Backstop Investors extent practical, but only until expiry of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligationsubscription period (Bezugsfrist), upon written notice to the Company to elect to purchase up to 50% receipt of the Preferred Stock issued unsolicited matching requests, act as an intermediary in the purchase and sale of Subscription Rights Offering (in addition to each of their rights as a Holder pursuant to off the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; providedexchange), however, it being agreed that the Preferred Backstop Investors Underwriters shall not be required entitled to post funds any compensation for any such matching or intermediary services from the Company. Even if the Private Equity Investor does not subscribe for or acquire any Non-Subscribed Shares or less than the minimum threshold requiring the Private Equity Investor to acquire Non-Subscribed Shares, any New Shares not subscribed for until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry expiry of the Confirmation OrderSubscription Period by existing shareholders or other persons shall not be offered, by overnight mailmarketed, e-mail allocated or by electronic facsimile transmission, issued to any person (i) written notification setting forth (A) other than the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(bPrivate Equity Investor)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Rights Offering. (a) The Company shall make proposes to offer and sell shares of its new common stock, par value $0.01 per share (the "New Common Stock"), pursuant to a rights offering (the "Rights Offering") whereby the Company will distribute at no charge to each holder (each, an "Eligible Holder") of Common Stock, including, to the extent applicable, the Investors, that number of rights (each, a "Right") in respect of shares of Common Stock outstanding and held of record as of the close of business on a record date (the "Record Date") to be set by the Board of Directors of the Company that will enable each Eligible Holder to purchase up to its pro rata portion of 56,700,000 shares in the aggregate of New Common Stock (each, a "Share") at a purchase price of $35.00 per Share (the "Purchase Price"). (b) The Company will conduct the Rights Offering pursuant to a plan of reorganization of the Debtors (such plan of reorganization, the "Plan"), which shall be subject to reflect the Offering Conditions and such other terms and conditions set forth Company's proposed restructuring transactions described in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearingthis Agreement, the Company shall notify Summary of Terms of Preferred Stock attached hereto as Exhibit A (the "Preferred Backstop Investors of the Rights Offering Term Sheet") and the Preferred Backstop Investors shall have Plan Framework Support Agreement attached hereto as Exhibit B (the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share"PSA"). (c) The Company hereby agrees and undertakes to give, or to cause to Rights Offering will be given, to the Preferred Backstop Investors conducted as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, follows: (i) written notification setting forth (A) On the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant terms and subject to the exercise conditions of Rights this Agreement and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form subject to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Dateapplicable law, the Company shall giveoffer Shares for subscription by holders of Rights as set forth in this Agreement. (ii) As soon as practicable following the entry of an order by the Bankruptcy Court approving the Disclosure Statement (the "Disclosure Statement Approval Date") and the effectiveness under the Securities Act of 1933, or cause as amended (the "Securities Act"), of the Rights Offering Registration Statement to be given, filed with the Securities and Exchange Commission (the "Commission") relating to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number Company shall issue to each Eligible Holder, Rights to purchase up to its pro rata portion of then unsubscribed Preferred Stock56,700,000 Shares in the aggregate and distribute simultaneously the ballot form(s) in connection with the solicitation of acceptances of the Plan (the date of such distribution, the Backstop Purchase Price "Distribution Date"). The Company will be responsible for each Preferred Backstop Investor (as if effecting the distribution of certificates representing the Rights, the Rights Offering were Prospectus and any related materials to each Eligible Holder. (iii) The Rights may be concluded with exercised during a period (the then current amount of subscribed for Preferred Stock"Rights Exercise Period") commencing on the Distribution Date and ending at the targeted Effective Date.Expiration Time. The Rights shall be transferable. "Expiration Time"

Rights Offering. (ai) The Company shall make For a period of forty-five (45) days from the Initial Closing and ending at 12:01 a.m. California time on the date that is forty-six (46) days from the Initial Closing (the “Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation HearingClosing Date”), the Company shall notify the Preferred Backstop Investors offer to other record holders of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% Company’s capital stock as of the Preferred Stock issued in the Rights Offering Initial Closing Date, which record holders (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(si) shall be made available to “Accredited Investors” as defined in Rule 501(a) of Regulation D under the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to giveSecurities Act of 1933, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date amended and (ii) shall not have participated in the Initial Closing (each, a subscription form “Rights Offeree” and collectively, the “Rights Offerees”), the opportunity to purchase his, her or its Pro Rata Share (as defined below) of an aggregate of US$250,000 in principal amount of additional Notes, along with shares of Company Common Stock representing up to 3.75% of the fully diluted equity of the Company (attaching proportionally to the principal amount of Notes so sold and issued) at a closing (the “Rights Offering Closing”) to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, held on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if before the Rights Offering were Closing Date (the “Rights Offering”). This Agreement, including without limitation the Schedule of Investors at Schedule I hereto, may be amended by the Company without the consent of Investors to include any Rights Offeree upon the execution and delivery by such Rights Offeree of a counterpart signature page hereto. Notes and shares of Company Common Stock so sold shall be concluded “Notes” and “Common Stock” for the purposes hereof and, solely with respect to pecuniary interests in the then current amount Notes (and not for purposes of subscribed approval and consent rights granted to the “Investors” hereunder and pursuant to the terms of the Notes (including, for Preferred Stockthe avoidance of doubt, approval of Proposed Budgets) and which shall be reserved solely for the targeted Effective DateInvestors participating at the Initial Closing), Rights Offerees participating at the Rights Offering Closing shall be “Investors” for the purposes of this Agreement.

Rights Offering. (a) The Company shall make On the Rights Offering pursuant to the Plan, which shall be terms and subject to the Offering Conditions and such other terms and conditions set forth in herein, the Company shall distribute, at no charge, to the holder of record of each share of Common Stock as of the Record Date (each, an “Eligible Holder”) one Right for each whole share of Common Stock owned by the Eligible Holder as of the close of business on the Record Date. Each Right shall entitle the Eligible Holder to purchase, at the Subscription Price per whole share, a number of shares of Common Stock equal to the product of (x) the Offered Shares divided by (y) the number of shares of Common Stock outstanding as of the close of business on the Record Date (the “Rights Ratio”); provided that the number of shares of Common Stock to be issued will be rounded to the nearest whole number so that the Subscription Price multiplied by the aggregate number of Offered Shares will not exceed the Aggregate Offering Amount. Fractional shares resulting from the exercise of the Rights Offering Documentswill be eliminated by rounding down to the nearest whole share. No Rights will be distributed or issued with respect to any treasury stock. Each such Right shall be transferable separately from the underlying shares of Common Stock on account of which such Right was distributed. Eligible Holders and holders to whom Rights have been validly transferred are collectively referred to as “Holders,” each individually being a “Holder.” (b) Ten Business Days prior to The Rights (including under both the Basic Subscription Privilege and the Over-Subscription Privilege) may be exercised during a period (the “Rights Exercise Period”) commencing on the date of on which the Confirmation Hearing, Rights are issued to Eligible Holders (the Company shall notify “Rights Offering Commencement Date”) and ending at 5:00 p.m. New York City Time on the Preferred Backstop Investors of 20th Business Day (the “Expiration Time”) after the Rights Offering and Commencement Date, subject to extension at the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% discretion of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering DocumentsDisinterested Directors; provided, however, that the Preferred Backstop Investors Rights Exercise Period shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. more than thirty (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (230) Business Days, after Days without the entry prior written consent of the Confirmation OrderInvestor. “Business Day” has the meaning ascribed to such term in Rule 14d-1(g) under the Securities Exchange Act of 1934, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) as amended and in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, effect on the first Business Day of each calendar week during date hereof (the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date“Exchange Act”).

Rights Offering. (a) The Company shall make Subject to and in accordance with the Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions of this Agreement, the Company shall undertake the Rights Offering, in the manner and on the terms set forth in the Rights Offering DocumentsRecapitalization Agreement, under which each holder of record of Common Shares on the Record Date will have the right to acquire additional Common Shares (the “Basic Subscription Privilege”). (b) Ten Business Days Each holder of record of Common Shares on the Record Date who, prior to the date Expiry Time, has subscribed for the maximum number of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice Common Shares to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders which such holder is entitled under the Rights Offering Documents; providedBasic Subscription Privilege, howeverand only such holders, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its subscribe, prior to the Expiry Time, for additional Common Shares in accordance with Section 7.3 of National Instrument 45-101 – Rights Offerings (“NI 45-101”) by the Expiry Time, if any such additional Common Shares are available following the exercise of the Basic Subscription Privilege (the “Additional Subscription Privilege”). A holder who exercises the Additional Subscription Privilege will receive the lesser of the number of Common Shares that holder subscribes for under the Additional Subscription Privilege and that holder’s proportionate share of the additional Common Shares available pursuant to the Additional Subscription Privilege calculated on a pro rata share of such amount, based on its Backstop Percentage and basis as to be described in the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata shareInformation Circular. (c) The Company hereby agrees and undertakes to giveInformation Circular or Registration Statement, or to cause to be givenas applicable, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, will provide for: (i) written notification setting forth (A) the total number manner in which holders of shares record of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, Common Shares on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Record Date and ending on the Subscription Expiration Date, the Company shall give, or cause may elect to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for participate in the Rights Offering, ; (ii) the manner in which such holders will be informed of the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were Common Shares to be concluded with acquired by them pursuant to the then current amount of subscribed for Preferred Stock) Basic Subscription Privilege and the targeted Effective Dateaggregate Issue Price therefor; and (iii) the manner in which such holders will be informed of the number of Common Shares that are available pursuant to the Additional Subscription Privilege.

Rights Offering. Concurrently with the Prison Realty Stockholder Approval, Prison Realty shall conduct a single rights offering (athe "Rights Offering") The Company shall make in which the Rights Offering pursuant to holders of Prison Realty Common Stock (the Plan, which shall be subject to "Eligible Holders") on the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the record date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in for the Rights Offering (in addition to each of their rights as a Holder pursuant to the "Rights Offering DocumentsRecord Date") on the same terms and conditions as the other Holders under the Rights Offering Documentswill be eligible to participate; provided, however, that the Preferred Backstop Investors Rights Offering Record Date shall not be required to post funds until established and announced in accordance with the Effective applicable provisions of Rule 10b-17 promulgated under the Exchange Act and the applicable rules of the NYSE. The Rights Offering shall be consummated on the Initial Closing Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number Eligible Holders will be offered non-transferable rights to purchase for cash up to $75.0 million in Rights Offering Units, with each unit consisting of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if a pro-rata portion of the Rights Offering were Shares and Rights Offering Warrants, with an issuance date on the date of the consummation of the closing of the Rights Offering. The rights to purchase Rights Offering Units shall be allocated among the Eligible Holders pro-rata based on the respective number of shares of Prison Realty Common Stock held by such Eligible Holders on the Rights Offering Record Date (rounded down in the case of fractional shares to the nearest whole number of shares) and, in the event that not all Eligible Holders exercise their right to purchase in full, Eligible Holders who exercise their right to purchase in full shall be entitled to subscribe for up to an additional five times (5x) the number of Rights Offering Units that the Eligible Holder was initially entitled to subscribe for, provided that all Rights Offering Units not originally subscribed for shall be pro-rated in accordance with all such additional requests. The Rights Offering will provide that any exercise thereof is irrevocable. In the event that Eligible Holders subscribe for less than $10.0 million in Rights Offering Units, Prison Realty shall terminate the Rights Offering without issuing any Rights Offering Shares or Rights Offering Warrants and the Investors shall purchase the full number of Initial Shares and Initial Warrants. In such event, all rights will expire without value and all subscription payments received by Prison Realty or its agent will be returned promptly, without interest. Prison Realty will use its reasonable best efforts to ensure that (i) the Rights Offering will be conducted in compliance with all applicable securities laws, (ii) that the Rights Offering Shares and the shares of Prison Realty Common Stock to be concluded with issued upon the then current amount exercise of subscribed the Rights Offering Warrants will be subject to a registration statement which shall have been declared effective by the SEC, and no stop order suspending the effectiveness of the registration shall be in effect and no proceedings for Preferred Stocksuch purpose shall be pending before or threatened by the SEC, and (iii) the Rights Offering Shares and the targeted Effective Dateshares of Prison Realty Common Stock to be issued upon the exercise of the Rights Offering Warrants, shall be listed on the NYSE, the NASDAQ National Market System or other national securities exchange, subject to satisfying the eligibility requirements thereof.

Rights Offering. (a) The If at any time prior to the Maturity Date the Company shall make fix a record date for the issue of rights, options or warrants (the “Rights Offering pursuant Securities”) to all or substantially all of the Company Shareholders entitling them, for a period of time after such record date (such period from the record date to the Plandate of expiry being referred to in this Section 3.4(a)(ii) as the “Rights Period”), which to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share determined in accordance with applicable Laws and Exchange rules (such subscription price per Common Share (inclusive of any cost of acquisition of securities exchangeable for or convertible into Common Shares in addition to any direct cost of Common Shares) being referred to in this Section 3.4(a)(ii) as the “Per Share Cost”), the Company shall be subject give written notice to the Offering Conditions Holder with respect thereto (any of such events herein referred to as a “Rights Offering”), and the Holder shall have 15 days after receipt of such other notice to elect to convert any or all of the Principal Amount plus accrued and unpaid interest thereon into Common Shares at the then applicable Conversion Price and otherwise on terms and conditions set forth out in this Debenture. If the Rights Offering Documents. (b) Ten Business Days Holder elects to convert any or all of the Principal Amount plus accrued and unpaid interest thereon, such conversion shall occur immediately prior to the record date for the issuance of such Rights Offering Securities. If the Holder elects not to convert any of the Confirmation HearingPrincipal Amount plus accrued and unpaid interest thereon, subject to the Company’s obligations under Section 3.5 and any required approvals under applicable Laws or of the Exchange, the Company shall notify issue to the Preferred Backstop Investors Holder on the same date as the Rights Offering Securities are issued to Company Shareholders equivalent securities to the Rights Offering Securities providing for the identical rights, terms and conditions as such Rights Offering Securities, including the Per Share Cost that the Holder would have been entitled to be issued on the record date for such Rights Offering if it had converted all of the Principal Amount plus accrued and unpaid interest thereon into Common Shares at the then applicable Conversion Price and was the holder of record of such Common Shares on the record date for the issuance of the Rights Offering Securities, and the Preferred Backstop Investors shall have Holder will be entitled to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week Per Share Cost during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the applicable Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective DatePeriod.

Rights Offering. (a) The As soon as reasonably practicable after the date of this Agreement, but no earlier than the Credit Facility Closing Date, the Company shall make commence the Rights Offering at a price per share of Common Stock equal to the Subscription Price and in an aggregate amount of $20,000,000. The Rights Offering will be on terms reasonably acceptable to the Investors. The Investors shall have the right to review any prospectus supplement ("Prospectus Supplement") required pursuant to the PlanSecurities Act or the Exchange Act, which and all amendments and supplements thereto, in connection with the Rights Offering. The Company agrees that it shall not file the Prospectus Supplement with the Securities and Exchange Commission (the "Commission") unless the Prospectus Supplement is in a form reasonably acceptable to the Investors. The Investors and the Company agree that the Investors' purchase of Common Stock in the Pro Rata Exercise shall be subject deemed to the Offering Conditions and such other terms and conditions set forth be their exercise of their subscription privileges in the Rights Offering. The Investors also agree in connection with the Rights Offering Documentsthat each Investor shall not, with respect to rights distributed to the Investors pursuant to their subscription privileges, exercise their rights other than pursuant to the Pro Rata Exercise or transfer such rights and shall hold such rights until such time as they expire without value. (b) Ten Business Days In the event that the Rights Offering is not completed by the date that is 75 days following the Initial Closing Date, or is otherwise terminated on a date prior to 75 days following the Initial Closing Date without the Company issuing shares of Common Stock pursuant thereto (other than the Common Stock issued upon the Pro Rata Exercise), then the Bridge Notes shall be surrendered in payment for junior securities of the Company at a price and on terms agreed to by the Investors and the Company (the "Alternate Surrender"); provided that if the Investors and the Company are unable to reach a mutual agreement with respect to the price and terms of such Alternate Surrender within 30 days of such date, then the terms of such Alternate Surrender shall be determined by a nationally recognized investment banking firm reasonably acceptable to the Investors and the Company (the "Investment Bank," and the date that the Bridge Notes are surrendered in accordance with this Section 4.2(b), the "Alternate Surrender Date"). Any determination of the Confirmation HearingInvestment Bank shall be conclusive and binding upon the Investors and the Company. The costs and expenses of the Investment Bank shall be paid by the Company. The Investors and the Company shall cooperate with the Investment Bank in making its determination, including without limitation by satisfying reasonable requests for information and access to personnel (subject to a customary confidentiality agreement) and executing any customary engagement letter proposed by the Investment Bank. In connection with the Alternate Surrender, if necessary, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition deliver to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth appropriate evidence of the junior securities (Ae.g., stock certificates or other appropriate certificates) the total number of shares of Preferred Stock to be purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in such Investor on the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Alternate Surrender Date and (ii) a subscription form representations regarding such securities similar to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to those set forth in Sections 3.2, 3.3 and 3.4 of this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Rights Offering. If and when so determined following the Closing by the vote of a majority of the Class A Directors and Class C Directors (aeach as defined in the New Wyndham Certificate), voting together, Wyndham may conduct a single rights offering (the "Rights Offering") The Company shall make in which the Rights Offering pursuant holders of the Wyndham Class A Common Stock and if the approvals to the Plan, which shall be subject to Patriot OP Consent Solicitation and the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation HearingWyndham OP Consent Solicitation are received, the Company shall notify the Preferred Backstop Investors of the Rights Offering Patriot OP Units and the Preferred Backstop Investors shall have Wyndham OP Units (collectively, the right"Eligible Holders") will be eligible to participate, but not obligation, upon written notice to provided that the Company to elect to purchase up to 50% of the Preferred Stock issued in record date for the Rights Offering (the "Record Date") shall be established and announced in addition to each accordance with the applicable provisions of their rights as a Holder pursuant to Rule 10b-17 promulgated under the Exchange Act and the applicable rules of the NYSE and the Rights Offering Documents) may not be consummated any later than 170 days following the Closing Date. In the Rights Offering, the Eligible Holders will be offered transferable rights to purchase for cash at par up to $300 million in Series A Preferred Stock with an issuance date on the same terms and conditions as date of consummation of the other Holders under closing of the Rights Offering DocumentsOffering; provided, however, that if the Companies shall have sold the Identified Assets prior to or at the closing of the Rights Offering for net cash proceeds in excess of the amounts set forth in Section 1.1(c) of the Company Disclosure Letter and shall apply such excess proceeds (i) to reduce the number of Shares in accordance with Section 1.1(c) or (ii) to redeem the Shares in accordance with the Series B Certificate of Designation, then the maximum offering amount of the Rights Offering shall be reduced by the amount of such excess proceeds. The rights to purchase shall be allocated among the Eligible Holders pro rata based on the respective numbers of shares of Wyndham Class A Common Stock held by such Eligible Holders on the Record Date or that would be received by such Eligible Holder upon redemption of the Patriot OP Units or Wyndham OP Units held by them on the Record Date (rounded down in the case of fractional shares of Series A Preferred Backstop Investors Stock to the nearest whole number of shares) and shall not be required to post funds until reallocated in the Effective Date. Each Preferred Backstop Investor shall have the event that not all Eligible Holders exercise their right to purchase its pro rata share of such amount, based on its Backstop Percentage and in full. The Rights Offering will provide that any exercise thereof is irrevocable. The Companies will use reasonable efforts to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors ensure that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to will be conducted in compliance with all applicable securities laws. Unless otherwise determined by the exercise vote of Rights a majority of the Class A Directors and the aggregate cash proceeds received by Class C Directors, voting together, the Company therefor, (B) the number shares of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Series A Preferred Stock purchased pursuant to this Agreement. In addition, shall be listed on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration DateNYSE, the Company shall giveNASDAQ National Market System or other national securities exchange, or cause subject to be given, to satisfying the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Dateeligibility requirements thereof.

Rights Offering. (a) The Company shall make Promptly following the Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation HearingFirst Closing, the Company shall notify conduct a distribution to each record holder of Common Stock and Preferred Stock, as of a record date after the Preferred Backstop Investors First Closing to be set by the Company, of the Rights Offering and transferable right (the Preferred Backstop Investors shall have the right"Rights") to purchase, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata at $50.00 per share, such share(sa portion of 2,160,000 shares (subject to rounding as set forth below) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive the "Rights Offering"). Based on the current number of any outstanding shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company thereforCompany, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the Company will distribute approximately 0.073 Rights with respect to each share of Common Stock and approximately 0.416 Rights with respect to each Share outstanding as of the record date for the Rights Offering, at no cost to the record holders. Each Right plus $50.00 in cash will entitle the holder to purchase one share of Preferred Stock. The Rights will be evidenced by transferable subscription certificates. No fractional Rights or cash in lieu thereof will be issued or paid, and the number of then unsubscribed Rights distributed to each holder of Common Stock and Preferred StockStock will be rounded up to the nearest whole number of Rights. Brokers, dealers and other nominees holding shares of Common Stock or Preferred Stock on the record date for more than one beneficial owner will be entitled to obtain separate subscription certificates for their beneficial owners so that they may each receive the benefit of rounding. Each Right will also carry the right to subscribe at the $50.00 subscription price for additional shares of Preferred Stock (up to a number of additional shares of Preferred Stock equal to the basic subscription privilege) for which the other holders of Rights did not subscribe through the exercise of the basic subscription privileges (the "Excess Shares"), provided that (A) only Rights holders who exercise their basic subscription privilege in full will be entitled to exercise the oversubscription privilege, (B) if the Excess Shares are not sufficient to satisfy all oversubscriptions, the Backstop Purchase Price Excess Shares will be allocated pro rata (subject to the elimination of fractional shares) among those Rights holders exercising the oversubscription privilege (C) the Purchasers shall not purchase or be entitled to purchase any Excess Shares in the oversubscription privilege, and (D) the Purchasers shall purchase, and the Company shall sell, their Pro Rata Share of any Unsubscribed Shares as set forth in Section 2.1(a)(ii). In order to exercise the Rights, the holder must remit acceptance to the address provided in the Subscription Certificate no later than the expiration date, along with payment in the form of a certified check, cashier's check, money order, or wire transfer to the Company's designated account. (b) The Company shall promptly prepare and submit to the Purchasers for each Preferred Backstop Investor review, a form of subscription agreement, subscription certificate and all other documents and instruments required in connection with the Rights Offering, all of which shall be in form and substance reasonably satisfactory to the Purchasers (as if the "Rights Offering Documents"). The Rights Offering Documents shall provide, among other things, that the Rights Offering were to shall be concluded with generally conducted in the then current amount of subscribed for Preferred Stock) and the targeted Effective Datemanner described in Section 4.1(a).

Rights Offering. (a) The Company shall make Eligible Holders have the right, but not the obligation, to participate in the Rights Offering Offering; provided, however, that Eligible Holders that are Backstop Parties must exercise their Subscription Rights pursuant to the Plan, which shall be subject Backstop Commitment Agreement. Subject to the Offering Conditions and such other terms and conditions set forth in the Plan, the Backstop Commitment Agreement, these Rights Offering Documents. Procedures, and the Subscription Forms, each Eligible Holder that holds Allowed General Unsecured Claims against Debtor Group B (including Priority Guaranteed Notes Claims) is entitled to subscribe for Second Lien Notes with an aggregate Subscription Price (the “Guaranteed Notes Allocation Subscription Price”) equal to the product of (a) such Eligible Holder’s pro rata share (based on the amount of such participant’s outstanding Allowed General Unsecured Claims against Debtor Group B) and (b) Ten Business Days prior the Guaranteed Notes Allocation, reduced by the Ad Hoc Guaranteed Group Holdback Notes. Subject to the date terms and conditions set forth in the Plan, the Backstop Commitment Agreement, these Rights Offering Procedures, and the Subscription Forms, each Eligible Holder that holds Allowed General Unsecured Claims against Debtor Group C (including Legacy Notes Claims) is entitled to subscribe for Second Lien Notes with an aggregate Subscription Price (the “Legacy Notes Allocation Subscription Price” and, together with the Guaranteed Notes Allocation Subscription Price, the “Aggregate Subscription Price”) equal to the product of (a) such Eligible Holder’s pro rata share (based on the amount of such participant’s outstanding Allowed General Unsecured Claims against Debtor Group C) and (b) the Legacy Notes Allocation, reduced by the Ad Hoc Legacy Group Holdback Notes. The purchase price to be paid by an Eligible Holder for Rights Offering Securities (the “Subscription Price”) shall be the amount of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Aggregate Subscription Price that such Eligible Holder properly elects to pay for Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice Securities pursuant to these Rights Offering Procedures. Subject to the Company to elect to purchase up to 50% of terms and conditions set forth in the Preferred Stock issued Plan, each participant in the Rights Offering (in addition to each respect of their rights as a Holder pursuant the Guaranteed Notes Allocation or Legacy Notes Allocation shall receive its corresponding amount of Participation Equity. All such allocations of New Shares will be calculated and rounded down to the Rights Offering Documentsnearest whole share. Eligible Holders are not required to be a qualified institutional buyer within the meaning of Rule 144A of the Securities Act or an institution that is an accredited investor within the meaning of Rule 501(a) on the same terms and conditions as the other Holders under the Securities Act in order to participate in the Rights Offering DocumentsOffering; provided, however, that to the Preferred Backstop Investors shall extent any issuance of Rights Offering Securities to a Holder of Eligible Claims would not be required qualify for the exemption from registration under the Securities Act provided by Section 1145 of the Bankruptcy Code, such Holder must certify that it is either (a) a qualified institutional buyer; (b) an institution that is an accredited investor; or (c) a non-U.S. person under Regulation S that is located outside of the United States; and, in each case, (d) if established or with a registered office in any member state of the EEA or the United Kingdom, a Permitted EU Person or Permitted UK Person, respectively. For the avoidance of doubt, Joining Legacy Parties must certify that they are an Eligible Holder pursuant to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right items (a), (b), or (c), and (d) above to purchase its subscribe for their pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall Holdback Securities. There will be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, eover-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for privilege in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price . Any Rights Offering Securities that have not been duly subscribed for each Preferred Backstop Investor (as if by Eligible Holders in accordance with the Rights Offering were Procedures and the Plan (the “Unsubscribed Securities”) will not be offered to other Eligible Holders but the Backstop Parties have committed to subscribe for such Unsubscribed Securities in accordance with the Backstop Commitment Agreement. Any Eligible Holder that subscribes for Rights Offering Securities and is deemed to be concluded with an “underwriter” under Section 1145(b) of the then current amount Bankruptcy Code, including affiliates of subscribed for Preferred Stock) and the targeted Effective DateCompany, will be subject to restrictions under the Securities Act on its ability to resell those securities.

Rights Offering. (a) The Company shall make the Rights Offering pursuant Except for (i) Excluded Securities or (ii) any instance as to the Planwhich (A) both 3i QPEL and BFI waive, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearingprospectively or retroactively, compliance with this Article III, the Company shall notify the Preferred Backstop Investors of the not issue, sell or exchange, or agree to issue, sell or exchange (collectively, “Issue,” and any issuance, sale or exchange resulting therefrom, an “Issuance”), any Stock other than in a Rights Offering and in which the Preferred Backstop Investors Company shall have the right, but not obligation, upon first given written notice to each stockholder of the Company which shall (a) state the Company’s intention to elect Issue Stock, the amount to be Issued, the proposed purchase up to 50% price therefore and a summary of the Preferred Stock issued in other material terms of the Rights Offering proposed Issuance, (in addition b) offer to Issue to each stockholder of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase Company its pro rata share of such amount, based on its Backstop Percentage securities upon the terms and subject to the conditions set forth in such Notice (the “Right”) and (c) provide that such Rights shall be transferable to the extent necessary not to frustrate the provisions of this Article III, or provide such greater transferability as the Board of Directors shall determine. (b) At any Preferred Backstop Investor elects time that there is a Majority Stockholder, in the event that the Company Issues or proposes to Issue Stock pursuant to a Rights Offering, each Stockholder who is a member of the Stockholder Group that is the Majority Stockholder shall, as soon as practical but in any event no later than 10 days before the date on which notice of election or non-election of exercise of such Rights is given to the Company, notify either 3i QPEL (if the BFI Group is the Majority Stockholder) or BFI (if the 3i QPEL Group is the Majority Stockholder) (3i QPEL or BFI, as the case may be, the “Rights Assignee”) as to the portion, if any, of the Rights which such Stockholder is not electing to purchase its pro rata share(the “Rights Offering Unexercised Portion”). Rights may be exercisable by each Stockholder or by each Stockholder Group, such share(s) and the Stockholders of each Stockholder Group shall be made available entitled to allocate and reallocate any Stock purchasable by such Stockholder Group in any manner the Preferred Backstop Investors that are purchasing their pro rata shareStockholders of such Stockholder Group deems advisable to or among the Stockholders of such Stockholder Group and to any other Person who, at the time of the applicable Rights Offering, is a Permitted Transferee. (c) The Company hereby agrees and undertakes Upon the giving of the notice described in subsection (a) above, the Stockholder giving such notice shall be deemed to give, or to cause to be given, have irrevocably assigned to the Preferred Backstop Investors as soon as reasonably practicableRights Assignee, but in no event later than two (2) Business Days, after the entry on behalf of the Confirmation OrderStockholders of the Stockholder Group of which, by overnight mailsuch Rights Assignee is a member, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant rights to Section 2.1(b)) in purchase the Rights Offering pursuant Unexercised Portion, subject to the exercise terms and conditions thereof. (d) The assignment of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number in any one instance shall not be deemed to operate as an assignment of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for Rights in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Dateany other instance.

Rights Offering. (a) As promptly as practicable after the date hereof, the Company shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or customary to commence and consummate a rights offering in which the Company Stockholders will be offered an opportunity to purchase Company Common Stock or Company Preferred Stock that is convertible into Company Stock or another security mutually agreed by Parent and the Company (the “Rights Offering”) on terms and conditions mutually acceptable to Parent and the Company. The Company will use its reasonable best efforts to issue $7,000,000 (but not more than $7,000,000) of Company Common Stock or Company Preferred Stock that is convertible into Company Common Stock or another security mutually agreed by Parent and the Company. Pursuant to the Backstop Purchase Agreement, at the closing of the Rights Offering, Foundry Group Next, L.P. (or one or more of its controlled Affiliates) shall purchase securities in the Rights Offering, and pay to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, an amount in cash equal to $7,000,000 less the amount purchased and funded by other Company Stockholders, provided that in no event shall Foundry be required to purchase and fund an amount in cash of more than $5,000,000. The Company shall use reasonable best efforts to consummate the Rights Offering as promptly as possible following the date of this Agreement and no later than the date on which the SEC declares the Registration Statement effective, it being agreed and understood that Parent shall not, and shall not be required to, mail the Information Statement to the Parent Stockholders unless and until the Company has consummated the Rights Offering and received proceeds in cash of at least $5,000,000 in the Rights Offering (including pursuant to the Backstop Purchase Agreement). The Company shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Backstop Purchase Agreement. Without limiting the generality of the foregoing, the Company shall use reasonable best efforts to (i) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to the Company or any Company Stockholder under the Company Organizational Documents and any other Contracts applicable to the Company and any Company Stockholder in respect of the issuance of new equity capital by the Company and otherwise, in each case, comply with its obligations thereunder, (ii) enter into definitive agreements with respect to the Rights Offering as promptly as possible after the date of this Agreement and on terms and conditions that are reasonably acceptable to Parent, (iii) consummate the Rights Offering as promptly as possible following the date of this Agreement and (iv) enforce its rights under the Backstop Purchase Agreement, including causing Foundry Group Next, L.P. to consummate its purchase for cash in connection with the Rights Offering as promptly as possible following the date of this Agreement in accordance with its terms. (b) The Company shall make give Parent prompt notice (which shall in no event be more than two (2) Business Days from such occurrence): (A) of its Knowledge of any material breach or default by any party to any definitive document related to the Rights Offering; and (B) of the receipt of any written notice or other written communication from any Person with respect to (x) any actual or potential breach, default, termination or repudiation by any party to any definitive document related to the Rights Offering or any provisions of the Backstop Purchase Agreement or any definitive document related to the Rights Offering or (y) any material dispute or disagreement between or among any parties to any definitive document related to the Rights Offering. As soon as reasonably practicable, but in any event within two (2) Business Days after the date Parent delivers to the Company a written request, the Company shall provide any information reasonably requested by Parent relating to any circumstance referred to in clause (A) or (B) of the immediately preceding sentence to the extent such information is reasonably available to the Company. The Company shall keep Parent informed on a reasonably current basis in reasonable detail of the status of its efforts to commence and conclude the Rights Offering. If any portion of the investments to be made by Foundry Group Next, L.P. pursuant to the PlanBackstop Purchase Agreement becomes unavailable, the Company shall use its reasonable best efforts to obtain substitute financing for such amount with terms and conditions not materially less favorable (as determined in the good faith judgment of the Company and which shall be subject such terms are reasonably acceptable to Parent) to the Offering Conditions and such other Company or its Affiliates than the terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to Backstop Purchase Agreement as promptly as reasonably practicable following the date occurrence of the Confirmation Hearing, the such event. The Company shall notify the Preferred Backstop Investors of deliver to Parent all documents to be delivered to Company Stockholders in connection with the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata sharegood faith consider Parent’s comments thereto. (c) The Company hereby agrees and undertakes to give, or to cause to be given, Prior to the Preferred Backstop Investors as soon as Closing, Parent shall, and shall cause its Subsidiaries to, and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors and other agents and representatives to reasonably practicable, but in no event later than two (2) Business Days, after cooperate with the entry of the Confirmation Order, by overnight mail, e-mail Company and to provide all necessary or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received customary cooperation reasonably requested by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in connection with the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Rights Offering. (a) The Initial Members hereby agree to cause the Company shall make to conduct the Rights Offering pursuant Offering, as soon as practicable after completion of the sale of the Grantor Trust T-Two Certificates to the Plan, which shall be subject T-2 Holder. Pursuant to the Offering Conditions and such other terms and conditions set forth Rights Offering, transferable rights to purchase the equivalent of 100% of the membership interests in the Company (the "Offered Interests") will be offered to the stockholders of PCC at such exercise price and on such terms as are approved by a majority of the Class A directors of PCC (the "Rights Offering DocumentsOffering"). (b) Ten Business Days prior to the date of the Confirmation Hearing, If the Company shall notify the Preferred Backstop Investors of is prevented from initiating the Rights Offering and within one year of the Preferred Backstop Investors shall have sale of the right, but not obligation, upon written notice Grantor Trust T-Two Certificates to the Company T-2 Holder, the Initial Members agree to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant develop an alternative transaction comparable to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; providedOffering, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and subject to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to approval of a majority of the Preferred Backstop Investors that are purchasing their pro rata shareClass A directors of PCC. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) agrees to conduct the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased Rights Offering or the alternative thereto developed pursuant to Section 2.1(b)1(c) in and, (ii) agrees not to make any distribution to its members until the completion of the Rights Offering or the alternative thereto developed pursuant to Section 1(c). (d) The Initial Members agree to remain the exercise sole members of Rights the Company and not to dispose of any of their membership interests in the Company and the aggregate cash proceeds received Company agrees to cause the Initial Members to remain as the sole members of the Company, in each case, until the completion of the Rights Offering or the alternative thereto developed pursuant to Section 1(c), unless PCC consents to the contrary. (e) The Initial Members agree that, prior to the completion of the Rights Offering, if necessary or appropriate to the successful completion of the Rights Offering, to cause the amendment of the Operating Agreement of the Company to admit a corporation (the "Corporation") which shall be designated as the managing member of the Company, which Corporation shall be issued a membership interest by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price in exchange for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, capital contribution equal to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth percentage of the then most current information as to the total amount of Preferred Corporation's Common Stock then subscribed for acquired in the Rights Offering, times the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if exercise price under the Rights Offering were attributable to such part of an Offered Interest which consists of a 1% membership interest in the Company. Notwithstanding the foregoing, the Corporation's maximum capital contribution to the Company shall be $500,000 (or the applicable fraction thereof, if less than 100% of the Common Stock is acquired in the Rights Offering), and the Corporation's membership interest shall represent a percentage interest in the Company equivalent to the membership interest acquired as part of an Offered Interest in the Rights Offering for an exercise price of which $500,000 is attributable to such membership interest in the Company; provided, however, that in no event shall the Corporation's membership interest constitute less than 0.2% of the membership interests in the Company. As used herein, the term "Capital Contribution" shall mean the total capital contributions required to be concluded made by the Corporation in the Company under this Section 1(e) assuming 100% of the rights issued in the Rights Offering are exercised. All of the shares of common stock of the Corporation will be offered in the Rights Offering pro rata with membership interests in the then current amount Company as units, in which event, the term "Offered Interests" used herein shall be deemed to refer to such units. The Board of subscribed for Preferred Stock) Directors of the Company shall be disbanded, and the targeted Effective Dateinitial Board of Directors of the Corporation shall be comprised of the same individuals as the Board of Directors of the Company at that time. The constituent documents of the Corporation shall contain comparable terms for its directors and Board of Directors as are contained in the Limited Liability Company Agreement, dated as of March 19, 1996, by and between the Initial Members, including without limitation, term, classification of directors, removal and qualification. Notwithstanding the foregoing, the Initial Members shall have the option to develop an alternative to designating a managing member that would have the effect of preserving the partnership status of the Company for tax purposes.

Rights Offering. (a) The Company shall make On the Rights Offering pursuant to the Plan, which shall be terms and subject to the Offering Conditions and such other terms and conditions set forth in the Rights Prospectus, the Company will distribute to each Eligible Holder, at no charge, one Right for each share of Common Stock held by such holder as of the close of business on the Record Date. Each such Right shall be non-transferable and will entitle the holder thereof, at the election of such holder, to purchase at the Subscription Price 2.5957 New Shares, provided that no fractional New Shares will be issued. For the avoidance of doubt, the Subscription Price multiplied by the aggregate number of New Shares offered to Eligible Holders shall not exceed the Aggregate Offering DocumentsAmount. (b) Ten Each Eligible Holder may exercise all, none, or any portion of the Rights distributed to such Eligible Holder pursuant to the Rights Offering. The Rights may be exercised at any time prior to 5:00 p.m. Eastern Daylight Time on the Rights Offering Expiration Date (the “Expiration Time”). (c) Each Eligible Holder who wishes to exercise all or any portion of its Rights shall (i) prior to the Expiration Time, return a duly executed document (the “Exercise Form”) to American Stock Transfer & Trust Co., LLC (the “Subscription Agent”) electing to exercise all or any portion of the Rights held by such Eligible Holder and (ii) pay an amount equal to the full Subscription Price of the number of New Shares that the Eligible Holder elects to purchase pursuant to the instructions set forth in the Registration Statement by a specified date to an escrow account established for the Rights Offering. Upon receipt by the Subscription Agent of a properly executed Exercise Form, the Eligible Holder’s exercise of such Rights specified in the Exercise Form, and the commitment to purchase those New Shares corresponding to the Rights exercised, shall become binding and irrevocable. On the Closing Date, the Company will issue to each Eligible Holder who validly exercised its Rights the number of New Shares to which such Eligible Holder is entitled based on such exercise. (d) The Company will pay all of its expenses associated with the Registration Statement and the Rights Offering, including, without limitation, filing and printing fees, fees and expenses of the Subscription Agent and any other agents, its counsel and accounting fees and expenses, costs associated with clearing the Shares for sale under applicable state securities laws and listing fees. (e) The Company shall notify, or cause the Subscription Agent to notify, the Purchasers on each Friday occurring prior to the Rights Offering Expiration Date and on each Business Day during the five Business Days prior to the date Rights Offering Expiration Date (or more frequently if reasonably requested by the Purchasers) of the Confirmation Hearing, aggregate number of Rights known by the Company shall notify or the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall Subscription Agent to have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder been exercised pursuant to the Rights Offering Documents) as of the close of business on the same terms and conditions preceding Business Day or the most recent practicable time before such request, as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata sharecase may be. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Rights Offering. If, during the Adjustment Period, the Corporation issues rights, options or warrants to the holders of all or substantially all of the outstanding Common Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (the "Rights Period"), to acquire Common Shares or securities convertible into Common Shares at a price per share (or having a conversion price per share) of less than 95% of the greater of (i) the Current Market Price of the Common Shares on such record date and (ii) the First Option Price then in effect (any of such events being called a "Rights Offering"), then the First Option Price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the First Option Price in effect immediately prior to the end of the Rights Period by a fraction: (a) The Company shall make the Rights Offering pursuant to the Plan, numerator of which shall be subject to the Offering Conditions and such other terms and conditions set forth in aggregate of: (i) the number of Common Shares outstanding on the record date for the Rights Offering Documents.Offering, and (bii) Ten Business Days prior to a number determined by dividing (I) either (a) the date product of the Confirmation Hearing, number of Common Shares subscribed for during the Company shall notify the Preferred Backstop Investors of Rights Period under the Rights Offering and the Preferred Backstop Investors shall have price at which such Common Shares were offered, or, as the rightcase may be, but not obligation, upon written notice to (b) the Company to elect to purchase up to 50% product of the Preferred Stock issued in conversion price of such securities offered and the number of Common Shares for or into which the securities so offered under the Rights Offering may be converted, by (2) the greater of (i) the Current Market Price of the Common Shares on the record date for the Rights Offering and (ii) the First Option Price then in addition to each effect; and (b) the denominator of their rights as a Holder pursuant which shall be the number of Common Shares outstanding after giving effect to the Rights Offering Documents) on and for this purpose there shall be included, in determining the same terms and conditions as number of outstanding Common Shares, Common Shares which, although not yet issued, have been subscribed for during the other Holders Rights Period under the Rights Offering Documents; providedand in the case of a Rights Offering of convertible securities, howeverthe Common Shares for or into which the securities issued or, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects not issued, subscribed for under the Rights Offering are convertible. If the Optionee shall have exercised all or part of the First Option after the record date for the Rights Offering but before the end of the Rights Period, the Optionee shall receive from the Corporation, no later than 60 days after the end of the Rights Period, a cash payment equal to not purchase its pro rata sharethe difference, if any, between the First Option Price in effect immediately prior to the end of the Rights Period and the First Option Price as adjusted pursuant to this Section 3.2.3 multiplied by the number of Common Shares purchased upon such share(s) exercise during such period. Such payment shall be made available by cheque in Canadian dollars payable to the Preferred Backstop Investors that Optionee and mailed to the address to which the Common Shares purchased upon such exercise are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Datesent.

Rights Offering. (a) The Company shall make proposes to offer and sell shares of its new common stock, par value $0.01 per share (the "New Common Stock"), pursuant to a rights offering (the "Rights Offering") whereby the Company will distribute at no charge to each holder (each, an "Eligible Holder") of Common Stock, including, to the extent applicable, the Investors, that number of rights (each, a "Right") in respect of shares of Common Stock outstanding and held of record as of the close of business on a record date (the "Record Date") to be set by the Board of Directors of the Company that will enable each Eligible Holder to purchase up to its pro rata portion of 56,700,000 shares in the aggregate of New Common Stock (each, a "Share") at a purchase price of $35.00 per Share (the "Purchase Price"). (b) The Company will conduct the Rights Offering pursuant to a plan of reorganization of the Debtors (such plan of reorganization, the "Plan"), which shall be subject to reflect the Offering Conditions and such other terms and conditions set forth Company's proposed restructuring transactions described in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearingthis Agreement, the Company shall notify Summary of Terms of Preferred Stock attached hereto as Exhibit A (the "Preferred Backstop Investors of the Rights Offering Term Sheet") and the Preferred Backstop Investors shall have Plan Framework Support Agreement attached hereto as Exhibit B (the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share"PSA"). (c) The Company hereby agrees and undertakes to give, or to cause to Rights Offering will be given, to the Preferred Backstop Investors conducted as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, follows: (i) written notification setting forth (A) On the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant terms and subject to the exercise conditions of Rights this Agreement and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form subject to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Dateapplicable law, the Company shall giveoffer Shares for subscription by holders of Rights as set forth in this Agreement. (ii) As soon as practicable following the entry of an order by the Bankruptcy Court approving the Disclosure Statement (the "Disclosure Statement Approval Date") and the effectiveness under the Securities Act of 1933, or cause as amended (the "Securities Act"), of the Rights Offering Registration Statement to be given, filed with the Securities and Exchange Commission (the "Commission") relating to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number Company shall issue to each Eligible Holder, Rights to purchase up to its pro rata portion of then unsubscribed Preferred Stock56,700,000 Shares in the aggregate and distribute simultaneously the ballot form(s) in connection with the solicitation of acceptances of the Plan (the date of such distribution, the Backstop Purchase Price "Distribution Date"). The Company will be responsible for each Preferred Backstop Investor (as if effecting the distribution of certificates representing the Rights, the Rights Offering were Prospectus and any related materials to each Eligible Holder. (iii) The Rights may be concluded with exercised during a period (the then current amount "Rights Exercise Period") commencing on the Distribution Date and ending at the Expiration Time. The Rights shall be transferable. "Expiration Time" means the date and time by which holders of subscribed for Preferred Stockclaims or interests are entitled to vote on the Plan (or if such day is not a Business Day, the next Business Day), or such later date and time as the Company, subject to the prior written approval of each of ADAH and Dolce, may specify in a notice provided tx xxe Investors before 9:00 a.m., New York City time, on the Business Day before the then-effective Expiration Time. The Company shall use its reasonable best efforts to cause the effective date of the Plan (the "Effective Date") to occur as promptly as reasonably practicable after the Expiration Time and the targeted Effective DateConfirmation Hearing. For the purpose of this Agreement, "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. Each Eligible Holder who wishes to exercise all or a portion of its Rights shall (i) during the Rights Exercise Period return a duly executed document to a subscription agent reasonably acceptable to the Company and each of ADAH and Dolce (the "Subscription Agent") electing to exercise all or a portion of the Rights held by such Eligible Holder and (ii) pay an amount equal to the full Purchase Price of the number of Shares that the Eligible Holder elects to purchase by wire transfer of immediately available funds by a specified date reasonably in advance of the date on which the hearing to confirm the Plan is scheduled to commence (the "Confirmation Hearing") to an escrow account established for the Rights Offering.

Rights Offering. (a) The Company shall make On the Rights Offering pursuant to the Plan, which shall be terms and subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearingherein, the Company shall notify distribute, at no charge, to (i) the Preferred Backstop Investors holder of record of each share of Common Stock outstanding as of the close of business on the Record Date (each, a “Common Stock Holder”) one Common Stock Right for each whole share of Common Stock owned by such Common Stock Holder as of the close of business on the Record Date and (ii) the holder of each Common Stock Unit outstanding as of the close of business on the Record Date (each, an “Equity Holder” and together with the Common Stock Holders, the “Eligible Holders”) one Rights Warrant for each Common Stock Unit held by such Equity Holder as of the close of business on the Record Date. Each Right shall entitle the Eligible Holder to purchase, at the Subscription Price per whole share, a number of shares of Common Stock, which is equal to the quotient of (x) the Offered Shares divided by (y) the total of the number of shares of Common Stock plus the number of Common Stock Units outstanding as of the close of business on the Record Date. Fractional shares of Common Stock resulting from the exercise of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice be eliminated by rounding down to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documentsnearest whole share; provided, however, that the Preferred Backstop Investors if as a result of such rounding, any Eligible Holder is unable to purchase even one Offered Share, such Eligible Holder’s fractional share shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor rounded up so that such Eligible Holder shall have the right ability to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) one Offered Share. No Rights shall be made available distributed or issued with respect to any Common Stock held in the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry treasury of the Confirmation OrderCompany. Each Right shall be transferrable separately from the underlying shares of Common Stock or Common Stock Units, by overnight mailas the case may be, e-mail or by electronic facsimile transmissionon account of which such Right was distributed. For purposes of this Agreement, (ia) written notification setting forth Eligible Holders and holders to which Rights have been validly transferred are collectively referred to as “Holders,” each individually being a “Holder” and (Ab) “Common Stock Units” refers to non-managing membership units (other than non-managing membership units underlying long-term incentive plan units) of Morgans Group LLC, the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased Company’s operating company, issued pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investoroperating company’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Datelimited liability operating agreement.

Rights Offering. (a) The Company shall make On the Rights Offering pursuant to the Plan, which shall be terms and subject to the Offering Conditions and such other terms and conditions set forth in the Rights Prospectus, the Company will distribute to each Eligible Holder, at no charge, one Right for each share of Common Stock held by such holder as of the close of business on the Record Date. Each such Right shall be non-transferable and will entitle the holder thereof, at the election of such holder, to purchase at the Subscription Price 0.08146 New Shares (based on the number of shares outstanding as of June 24, 2013, which may be adjusted as necessary to reflect the actual number of shares of common stock issued and outstanding as of the Record Date), provided that no fractional New Shares will be issued. For the avoidance of doubt, the Subscription Price multiplied by the aggregate number of New Shares offered to Eligible Holders shall not exceed the Aggregate Offering DocumentsAmount. (b) Ten Each Eligible Holder may exercise all, none, or any portion of the Rights distributed to such Eligible Holder pursuant to the Rights Offering. The Rights may be exercised at any time prior to 5:00 p.m. New York time on the Rights Offering Expiration Date (the “Expiration Time”). (c) Each Eligible Holder who wishes to exercise all or any portion of its Rights shall (i) prior to the Expiration Time, return a duly executed document (the “Exercise Form”) to Computershare Trust Company, N.A. (the “Subscription Agent”) electing to exercise all or any portion of the Rights held by such Eligible Holder and (ii) pay an amount equal to the full Subscription Price of the number of New Shares that the Eligible Holder elects to purchase pursuant to the instructions set forth in the Registration Statement by a specified date to an escrow account established for the Rights Offering. Upon receipt by the Subscription Agent of a properly executed Exercise Form, the Eligible Holder’s exercise of such Rights specified in the Exercise Form, and the commitment to purchase those New Shares corresponding to the Rights exercised, shall become binding and irrevocable. On the Closing Date, the Company will issue to each Eligible Holder who validly exercised its Rights the number of New Shares to which such Eligible Holder is entitled based on such exercise. (d) The Company will pay all of its expenses associated with the Registration Statement and the Rights Offering, including, without limitation, filing and printing fees, fees and expenses of the Subscription Agent and any other agents, its counsel and accounting fees and expenses, costs associated with clearing the Shares for sale under applicable state securities laws and listing fees. (e) The Company shall notify, or cause the Subscription Agent to notify, the Purchasers on each Business Day during the five Business Days prior to the date Rights Offering Expiration Date of the Confirmation Hearing, aggregate number of Rights known by the Company shall notify or the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall Subscription Agent to have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder been exercised pursuant to the Rights Offering Documents) as of the close of business on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata sharepreceding Business Day. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.