Common use of Transaction Overview Clause in Contracts

Transaction Overview. Parties: Hercules Offshore, Inc. (“HERO”) and its subsidiaries that are party to the First Lien Credit Agreement (as defined below), each of which shall be a party to the RSA (collectively with HERO, the “HERO Entities”). The ad hoc group (the “Ad Hoc Group”) comprised of certain First Lien Lenders (as defined below) and listed on the signature pages attached to the RSA. Transaction Summary: Subject to the terms and conditions of this Term Sheet, the RSA and Definitive Documentation, HERO, each of the other HERO Entities that is a domestic United States entity (other than Hercules Liftboat Company, LLC and Hercules Offshore International, LLC) (collectively, the “Debtors”) shall restructure and implement a process to monetize their assets and wind-down their operations through a “pre-packaged” chapter 11 plan (the “Plan”), which shall be filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), in cases (the “Chapter 11 Cases”) commenced by the Debtors by no later than June 6, 2016 (the date on which the Chapter 11 Cases are commenced, the “Petition Date”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Agreements entered into or terminated by the HERO Entities contemplating the sale of any of the HERO Entities’ vessels that secure the First Lien Claims shall be subject to the approval of the Requisite Consenting Lenders, whether entered into before, or during the Chapter 11 Cases, which consent of the Requisite Consenting Lenders shall not be unreasonably withheld. In connection with that certain Amended and Restated Forbearance Agreement, dated May 26, 2016, by and between the HERO Entities, the Administrative Agent, and certain of the First Lien Lenders (the “Amended and Restated Forbearance Agreement”), the Escrow Agent (as defined in the First Lien Credit Agreement (as defined below)) shall distribute all the funds in the Escrow Account (as defined in the First Lien Credit Agreement) to the First Lien Agent to prepay amounts due under the First Lien Credit Agreement pursuant to Section III(d) of the Escrow Agreement (as defined in the First Lien Credit Agreement) and Section 2.10(a)(i) of the First Lien Credit Agreement (the “Escrow Release Payment”). If the First Lien Agent shall not have received the Escrow Release Payment by the date that is 3 business days after the delivery by the First Lien Agent of a written instruction to the Escrow Agent to distribute all of the funds in the Escrow Account to the First Lien Agent to prepay the Loans, the RSA shall be terminable by the Requisite Consenting Lenders. EXECUTION VERSION The Plan and the other Definitive Documents shall be substantially consistent in all respects with this Term Sheet and otherwise reasonably acceptable to the HERO Entities and the Requisite Consenting Lenders.

Transaction Overview. PartiesAfter completion of the Transaction, the structure of the Company would be as follows: Hercules OffshoreAvH AXA AG Insurance Free float >50% <26,58% <7,36% <36,05% LRE 100% LREM 100% LIL 10,67% Retail Estates 100% Extensa Group 100% RE companies 100% 100% 50% RE companies Leasinvest Immo Austria RE companies RE companies Lux OGVenn OGVenn OGVenn OGVenn OGVenn OGVenn OGVenn OGVenn More precisely, Inc. the following resolutions will be submitted to the extraordinary general meeting of the Company which will be held on 19 July 2021 (“HERO”the "EGM"): - voluntary renunciation by the Company of its status as a public regulated real estate company in accordance with Article 62 BE-REIT Act (the "Renunciation") and its subsidiaries that are party to corresponding amendment of the First Lien Credit Agreement articles of association (as defined belowincluding the change of the Company's object), each ; - conversion of which shall be the Company into a party to public limited liability company with a (collegial) board of directors under the RSA (collectively with HERO, the “HERO Entities”). The ad hoc group CCA (the “Ad Hoc Group”) comprised of certain First Lien Lenders (as defined below"Conversion") and listed on the signature pages attached to the RSA. Transaction Summary: Subject to the terms and conditions of this Term Sheet, the RSA and Definitive Documentation, HERO, each corresponding amendment of the other HERO Entities that is a domestic United States entity (other than Hercules Liftboat Companyarticles of association, LLC and Hercules Offshore International, LLC) (collectively, the “Debtors”) shall restructure and implement a process to monetize their assets and wind-down their operations through a “pre-packaged” chapter 11 plan (the “Plan”), which shall be filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), in cases (the “Chapter 11 Cases”) commenced by the Debtors by no later than June 6, 2016 (the date on which the Chapter 11 Cases are commenced, the “Petition Date”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Agreements entered into or terminated by the HERO Entities contemplating the sale of any of the HERO Entities’ vessels that secure the First Lien Claims shall be subject to the approval of the Requisite Consenting Lenders, whether entered into before, or during LREM contribution and the Chapter 11 Cases, which consent Extensa contribution11; - approval of the Requisite Consenting Lenders shall agreement concerning the contribution in kind of the shares in LREM and the decision to contribute in kind the shares in LREM by AvH into the capital of the Company (the "LREM Contribution"), subject to approval of the Extensa ContributionError! Bookmark not defined.; - contribution in kind of the shares in Extensa by AvH into the capital of the Company (the "Extensa contribution")12; - introduction of the loyalty voting right13; 10 This assumes that these shares will not be unreasonably withheldtransferred prior to the EGM, as a result of which the conditions of Article 7:53 CCA would no longer be met. In connection 11 This decision will only be submitted to the EGM if the Renunciation has been approved. 12 This decision will only be submitted to the EGM if the Renunciation, Conversion and the LREM contribution have been approved. 13 This decision will only be submitted to the EGM if the Renunciation and Conversion have been approved. - renewal of the authorisations regarding the authorised capital and the purchase of own sharesError! Bookmark not defined.. For more information on these transactions (including information on the new shares in the Company to be issued within the framework of the LREM contribution and the Extensa contribution (including the issue price) and the contribution value of the shares in LREM and Extensa), reference is made to the reports of the Manager dated 14 June 2021: - in application of Article 657 juncto 559 old Companies Code and Article 7:154 CCA, on the proposed amendment of the Company object (formerly "purpose") set forth in the articles of association; - in application of Article 778 old Companies Code and Article 14:5 CCA, on the proposed conversion into a public limited liability company with that certain Amended a (one-tier) board of directors under the CCA; - in application of Article 657 juncto Article 602, §1, third paragraph old Companies Code and Restated Forbearance AgreementArticle 7:179, dated May 26§1, 2016, by and between the HERO Entities, the Administrative Agentfirst paragraph, and certain 7:197, §1, first paragraph CCA, concerning a capital increase by way of contribution in kind of the First Lien Lenders (the “Amended shares in LREM; - in application of Article 000 xxxxxx 000, §0, third paragraph old Companies Code and Restated Forbearance Agreement”)Article 7:179, the Escrow Agent (as defined §1, first paragraph and 7:197, §1, first paragraph CCA, concerning a capital increase by way of contribution in the First Lien Credit Agreement (as defined below)) shall distribute all the funds in the Escrow Account (as defined in the First Lien Credit Agreement) to the First Lien Agent to prepay amounts due under the First Lien Credit Agreement pursuant to Section III(d) kind of the Escrow Agreement (as defined shares in Extensa Group NV/SA; - in application of Article 657 juncto 604 old Companies Code and Article 7:199 CCA, concerning the First Lien Credit Agreement) and Section 2.10(a)(i) proposed replacement of the First Lien Credit Agreement (authorisation concerning the “Escrow Release Payment”). If the First Lien Agent shall not have received the Escrow Release Payment by the date that is 3 business days after the delivery by the First Lien Agent of a written instruction to the Escrow Agent to distribute all of the funds in the Escrow Account to the First Lien Agent to prepay the Loans, the RSA shall be terminable by the Requisite Consenting Lenders. EXECUTION VERSION The Plan and the other Definitive Documents shall be substantially consistent in all respects with this Term Sheet and otherwise reasonably acceptable to the HERO Entities and the Requisite Consenting Lendersauthorised capital.

Transaction Overview. PartiesStrict Foreclosure Transaction The Restructuring shall be effected as follows promptly after the occurrence of one or more Events of Default under the 2019 and 2020 Indentures: Hercules Offshore, Inc. The following NewCo entities shall have been formed prior to the consummation of the Strict Foreclosure Transaction: (i) a limited liability company (“HEROBondholder NewCo”), which, if desired, could be classified as a C-corporation, (ii) a direct subsidiary of Bondholder NewCo, which will also be a holding company, and may be an LLC (including an LLC classified as a corporation) or a C-Corp (“Bondholder Intermediate Holdco”), and (iii) a direct subsidiary of Bondholder Intermediate Holdco, which may be a C-Corp or an LLC classified as a corporation (“Bondholder OpCo”) (the parties agreeing that they will work cooperatively with each other in performing additional tax, securities and its subsidiaries that are party corporate law analysis necessary to determine the First Lien Credit Agreement (most efficacious form of entities to ultimately use to effectuate the Restructuring); At the direction of the respective Indenture Trustees, who in turn shall be acting at the direction of the respective holders of a majority of the 2019 and 2020 Notes, and with the consent of the Revolver Administrative Agent, the Collateral Agent under, and as defined belowin, that certain Collateral Agreement, dated as of April 29, 2011 (the “Collateral Agreement”), each among the Company, certain of which shall be a party its direct and indirect subsidiaries, the Revolver Administrative Agent, the Indenture Trustee under the 2019 Indenture, and ComputerShare Trust Company, N.A., as successor to the RSA U.S. Bank National Association, as Collateral Agent (collectively together with HEROany sub-collateral agent appointed by such collateral agent, the “HERO EntitiesCollateral Agent”). The ad hoc group , and CCFI shall enter into and consummate a strict foreclosure agreement (the “Ad Hoc GroupStrict Foreclosure Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Collateral Agent shall acquire, in full satisfaction of all 2019 and 2020 Note Claims, the transferrable right to acquire all right, title and interest in and to, all of the pledged equity interests in the first-tier subsidiaries of CCFI and all other assets of CCFI, free and clear of all liens, claims and encumbrances, (the “Specified Collateral”), and, if Required Consenting Noteholders have consented to such merger, thereafter CCFI shall merge with and into Bondholder NewCo, or a direct or indirect subsidiary thereof, at a time to be determined; The Collateral Agent shall transfer its right to acquire ownership of the Specified Collateral to Bondholder OpCo; Bondholder OpCo shall assume responsibility, as borrower, for all of the New Revolving Credit Facility Claims of CCF Issuer (the New Revolving Credit Facility Claims so assumed, the “Assumed New Revolving Credit Facility Claims”), and Bondholder Intermediate Holdco shall guarantee the Assumed New Revolving Credit Facility Claims and each of Bondholder OpCo and Bondholder Intermediate Holdco shall grant first-priority liens on all or substantially all of their assets to secure their respective obligations under or in respect of the Assumed New Revolving Credit Facility Claims. All of the direct and indirect subsidiaries of Bondholder Intermediate Holdco (other than the SPV Subsidiaries) comprised shall continue to guarantee the Assumed New Revolving Credit Facility Claims, and their guarantee obligations shall continue to be secured by first-priority liens on all or substantially all of certain First Lien their assets. The terms of the Assumed New Revolving Credit Facility Claims will be amended and restated consistent with the terms described herein under the caption “Amended and Restated Revolving Credit Facility. To effectuate Bondholder OpCo’s assumption of the Assumed New Revolving Credit Facility Claims, CCFI shall transfer all of the equity interests in CCF Issuer to Bondholder OpCo, subject to the liens securing the New Revolving Credit Facility Claims. In addition, as consideration for the consent of the applicable Revolving Lenders and the New Noteholders to the foregoing and to the Restructuring, Bondholder NewCo shall issue the Class B Units (as defined below) to the New Noteholders; As consideration for acquiring the ownership of the Specified Collateral in the Strict Foreclosure Transaction, Bondholder NewCo and listed Bondholder OpCo, as applicable, shall deliver (via the Collateral Agent) on a ratable basis to the 2019 Noteholders and 2020 Noteholders (i) 100% percent of the common units of Bondholder NewCo (“Common Units”) issued on the signature pages attached Effective Date,2 and (ii) the New PIK Notes (as defined below) in the aggregate principal amount equal to the RSA. aggregate principal amount of the 2019 and 2020 Notes Claims, plus interest accrued thereon through November 15, 2018; The foregoing transactions shall be collectively referred to as the “Strict Foreclosure Transaction,” and the term “Restructuring” shall include the Strict Foreclosure Transaction Summary: Subject to the terms and conditions of all other transactions contemplated in this Term Sheet, . Amendment of New Revolving Credit Facility Claims and New Secured Notes Claims Concurrently with the RSA and Definitive Documentation, HERO, each consummation of the other HERO Entities that is Strict Foreclosure Transaction, and as a domestic United States entity condition precedent to obtaining the consent of the Revolver Administrative Agent to the Strict Foreclosure Transaction, and with the consent of the Bondholder Designee and the New Notes Indenture Trustee, (a) CCFI (or Bondholder OpCo, as applicable) and CCF Issuer shall (i) cause to be paid in full in cash all accrued interest, fees, costs and expenses in respect of the New Revolving Credit Facility Claims (the “New Revolver Cash Payoff Amount”), (ii) amend and restate the New Revolving Credit Facility consistent with the terms described herein under the caption “Amended and Restated Revolving Credit Facility”, and (iii) amend the New Notes Indenture consistent with the terms described herein under the caption “Amended Notes Indenture”, and (b) Bondholder NewCo shall issue ratably to the New Noteholders (excluding the VPC Revolving Lenders), a number of common units of Bondholder NewCo (the “Class B Units”) equal to 12.3% of the total number of outstanding Common Units (other than Hercules Liftboat CompanyClass C Units) as of the Effective Date; provided, LLC and Hercules Offshore Internationalhowever, LLC) (collectively, that in the “Debtors”) event that Bondholder NewCo shall restructure and implement a process to monetize their assets and wind-down their operations through a “pre-packaged” chapter 11 plan issue after the Effective Date Common Units in consideration of the redemption of the New PIK Notes (the “PlanRedemption Units”) or Common Units in connection with the issuance of any additional debt securities (the “Additional Financing Units”), which the number of Class B Units shall be filed with adjusted such that the United States Bankruptcy Court for the District aggregate number of Delaware (the “Bankruptcy Court”)all Class B Units continues to be equal, in cases (the “Chapter 11 Cases”) commenced by aggregate, to 12.3% of the Debtors by no later than June 6sum of all Common Units, 2016 (the date on which the Chapter 11 Cases are commencedincluding Class B Units, the “Petition Date”) under chapter 11 of title 11 of Redemption Units and the United States Code (the “Bankruptcy Code”). Agreements entered into or terminated by the HERO Entities contemplating the sale of any of the HERO Entities’ vessels Additional Financing Units, but excluding Class C Units; provided, further, that secure the First Lien Claims all such Class B Units shall be subject to dilution from the approval MIP. For avoidance of doubt, the portion of the Requisite Consenting Lenders, whether entered into before, or during New Revolver Cash Payoff Amount allocable to the Chapter 11 Cases, which consent payment of the Requisite Consenting Lenders shall not be unreasonably withheld. In connection with that certain Amended fees, costs and Restated Forbearance Agreement, dated May 26, 2016, by and between the HERO Entities, the Administrative Agent, and certain expenses of the First Lien Lenders (New Notes Indenture Trustee and the “Amended and Restated Forbearance Agreement”), the Escrow Agent (as defined in the First Lien Credit Agreement (as defined below)) shall distribute all the funds in the Escrow Account (as defined in the First Lien Credit Agreement) to the First Lien Agent to prepay amounts due under the First Lien Credit Agreement pursuant to Section III(d) of the Escrow Agreement (as defined in the First Lien Credit Agreement) and Section 2.10(a)(i) of the First Lien Credit Agreement (the “Escrow Release Payment”). If the First Lien Agent shall not have received the Escrow Release Payment by the date that is 3 business days after the delivery by the First Lien Agent of a written instruction to the Escrow Agent to distribute all of the funds in the Escrow Account to the First Lien Agent to prepay the Loans, the RSA Bondholder Designee shall be terminable by the Requisite Consenting Lenders. EXECUTION VERSION The Plan and the other Definitive Documents shall be substantially consistent in all respects with this Term Sheet and otherwise reasonably acceptable remitted to the HERO Entities and the Requisite Consenting Lendersthose entities.

Transaction Overview. PartiesAfter completion of the Transaction, the structure of the Company would be as follows: Hercules OffshoreAvH AXA AG Insurance Free float >50% <26,58% <7,36% <36,05% LRE 100% LREM 100% LIL 10,67% Retail Estates 100% Extensa Group 100% RE companies 100% 100% 50% RE companies Leasinvest Immo Austria RE companies RE companies Lux OGVenn OGVenn OGVenn OGVenn OGVenn OGVenn OGVenn OGVenn More precisely, Inc. the following resolutions will be submitted to the extraordinary general meeting of the Company which will be held on 19 July 2021 (“HERO”the "EGM"): - voluntary renunciation by the Company of its status as a public regulated real estate company in accordance with Article 62 BE-REIT Act (the "Renunciation") and its subsidiaries that are party to corresponding amendment of the First Lien Credit Agreement articles of association (as defined belowincluding the change of the Company's object), each ; - conversion of which shall be the Company into a party to public limited liability company with a (collegial) board of directors under the RSA (collectively with HERO, the “HERO Entities”). The ad hoc group CCA (the “Ad Hoc Group”) comprised of certain First Lien Lenders (as defined below"Conversion") and listed on the signature pages attached to the RSA. Transaction Summary: Subject to the terms and conditions of this Term Sheet, the RSA and Definitive Documentation, HERO, each corresponding amendment of the other HERO Entities that is a domestic United States entity (other than Hercules Liftboat Companyarticles of association, LLC and Hercules Offshore International, LLC) (collectively, the “Debtors”) shall restructure and implement a process to monetize their assets and wind-down their operations through a “pre-packaged” chapter 11 plan (the “Plan”), which shall be filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), in cases (the “Chapter 11 Cases”) commenced by the Debtors by no later than June 6, 2016 (the date on which the Chapter 11 Cases are commenced, the “Petition Date”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Agreements entered into or terminated by the HERO Entities contemplating the sale of any of the HERO Entities’ vessels that secure the First Lien Claims shall be subject to the approval of the Requisite Consenting Lenders, whether entered into before, or during LREM contribution and the Chapter 11 Cases, which consent Extensa contribution11; - approval of the Requisite Consenting Lenders shall agreement concerning the contribution in kind of the shares in LREM and the decision to contribute in kind the shares in LREM by AvH into the capital of the Company (the "LREM Contribution"), subject to approval of the Extensa ContributionError! Bookmark not defined.; - contribution in kind of the shares in Extensa by AvH into the capital of the Company (the "Extensa contribution")12; - introduction of the loyalty voting right13; 10 This assumes that these shares will not be unreasonably withheldtransferred prior to the EGM, as a result of which the conditions of Article 7:53 CCA would no longer be met. In connection 11 This decision will only be submitted to the EGM if the Renunciation has been approved. 12 This decision will only be submitted to the EGM if the Renunciation, Conversion and the LREM contribution have been approved. 13 This decision will only be submitted to the EGM if the Renunciation and Conversion have been approved. - renewal of the authorisations regarding the authorised capital and the purchase of own sharesError! Bookmark not defined.. For more information on these transactions (including information on the new shares in the Company to be issued within the framework of the LREM contribution and the Extensa contribution (including the issue price) and the contribution value of the shares in LREM and Extensa), reference is made to the reports of the Manager dated 14 June 2021: - in application of Article 657 juncto 559 old Companies Code and Article 7:154 CCA, on the proposed amendment of the Company object (formerly "purpose") set forth in the articles of association; - in application of Article 778 old Companies Code and Article 14:5 CCA, on the proposed conversion into a public limited liability company with that certain Amended a (one-tier) board of directors under the CCA; - in application of Article 657 juncto Article 602, §1, third paragraph old Companies Code and Restated Forbearance AgreementArticle 7:179, dated May 26§1, 2016, by and between the HERO Entities, the Administrative Agentfirst paragraph, and certain 7:197, §1, first paragraph CCA, concerning a capital increase by way of contribution in kind of the First Lien Lenders (the “Amended shares in LREM; - in application of Article 657 juncto 602, §1, third paragraph old Companies Code and Restated Forbearance Agreement”)Article 7:179, the Escrow Agent (as defined §1, first paragraph and 7:197, §1, first paragraph CCA, concerning a capital increase by way of contribution in the First Lien Credit Agreement (as defined below)) shall distribute all the funds in the Escrow Account (as defined in the First Lien Credit Agreement) to the First Lien Agent to prepay amounts due under the First Lien Credit Agreement pursuant to Section III(d) kind of the Escrow Agreement (as defined shares in Extensa Group NV/SA; - in application of Article 657 juncto 604 old Companies Code and Article 7:199 CCA, concerning the First Lien Credit Agreement) and Section 2.10(a)(i) proposed replacement of the First Lien Credit Agreement (authorisation concerning the “Escrow Release Payment”). If the First Lien Agent shall not have received the Escrow Release Payment by the date that is 3 business days after the delivery by the First Lien Agent of a written instruction to the Escrow Agent to distribute all of the funds in the Escrow Account to the First Lien Agent to prepay the Loans, the RSA shall be terminable by the Requisite Consenting Lenders. EXECUTION VERSION The Plan and the other Definitive Documents shall be substantially consistent in all respects with this Term Sheet and otherwise reasonably acceptable to the HERO Entities and the Requisite Consenting Lendersauthorised capital.