EXCHANGE AGREEMENT Dated as of May 15, 2024Exchange Agreement • May 16th, 2024 • Geo Group Inc • General bldg contractors - residential bldgs
[ ] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (collectively, the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is a beneficial owner of the outstanding 6.50% Exchangeable Senior Notes due 2026 (the “Outstanding Notes”) issued by GEO Corrections Holdings, Inc., a Florida corporation (“GEOCH”) and wholly-owned subsidiary of The GEO Group, Inc., a Florida corporation (the “Company”), a “Holder”), enters into this Exchange Agreement (this “Agreement”) with GEOCH and the Company as of the date first written above, whereby the Holders will exchange the Exchanged Notes (as defined below) for a combination of shares of the Company’s common stock, par value $0.01 (“Common Stock”), and cash, plus cash in respect of accrued and unpaid interest on such Holder’s Exchanged Notes, in each case determined as set forth herein.
