Exhibit 10.2


 


EXECUTION VERSION


 


 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


AMONG


 


hertz GLOBAL
hOLDINGS, INC.


 


AND


 


THE EQUITY COMMITMENT PARTIES HERETO


 


Dated as of May 14, 2021


 




 






     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	Article I
    DEFINITIONS	5
	Section 1.1   Definitions	5
	Section 1.2   Construction	19



 


	Article II
    EQUITY COMMITMENT	19
	Section 2.1   Direct Investment Commitment.	19
	Section 2.2   Equity Commitment Party Default; Replacement of Defaulting Equity Commitment Party.	20
	Section 2.3   Escrow Account Funding	21
	Section 2.4   Closing	21
	Section 2.5   Designation and Assignment Rights	22
	Section 2.6   The Rights Offerings; Subscription Rights	24
	Section 2.7   Rights Offerings Backstop Commitments	24



 


	Article III
    EXPENSE REIMBURSEMENT	25
	Section 3.1   Expense Reimbursement	25



 


	Article IV
    REPRESENTATIONS AND WARRANTIES OF THE COMPANY	26
	Section 4.1   Organization and Qualification	26
	Section 4.2   Corporate Power and Authority	27
	Section 4.3   Execution and Delivery; Enforceability	27
	Section 4.4   Authorized and Issued Equity Interests	28
	Section 4.5   Issuance	28
	Section 4.6   No Conflict	28
	Section 4.7   Consents and Approvals	29
	Section 4.8   Financial Statements	29
	Section 4.9   Company SEC Documents	29
	Section 4.10   Absence of Certain Changes	29
	Section 4.11   No Violation; Compliance with Laws	30
	Section 4.12   Legal Proceedings	30
	Section 4.13   Labor Relations	30
	Section 4.14   Intellectual Property and Data Privacy	30
	Section 4.15   Title to Real and Personal Property	31
	Section 4.16   No Undisclosed Relationships	31
	Section 4.17   Licenses and Permits	32
	Section 4.18   Environmental	32
	Section 4.19   Tax Matters	32
	Section 4.20   Employee Benefit Plans	34
	Section 4.21   Internal Control and Disclosure Controls	35
	Section 4.22   Material Contracts	35
	Section 4.23   No Unlawful Payments	35
	Section 4.24   Compliance with Money Laundering and Sanctions Laws	36
	Section 4.25   No Broker’s Fees	36
	Section 4.26   Insurance	36



 






    i


     


    

 


TABLE OF CONTENTS (cont’d)


 


	 	Page
	 	 
	Article V
    REPRESENTATIONS AND WARRANTIES OF THE EQUITY COMMITMENT PARTIES	36
	Section 5.1   Organization	36
	Section 5.2   Organizational Power and Authority	36
	Section 5.3   Execution and Delivery; Enforceability	36
	Section 5.4   No Conflict	37
	Section 5.5   Consents and Approvals	37
	Section 5.6   No Registration	37
	Section 5.7   Purchasing Intent	37
	Section 5.8   Sophistication; Investigation	38
	Section 5.9   No Broker’s Fees	38
	Section 5.10   Sufficient Funds	38
	Section 5.11   Legal Proceedings	38
	Section 5.12   Additional Securities Law Matters	38



 


	Article VI
    ADDITIONAL COVENANTS	39
	Section 6.1   Orders Generally	39
	Section 6.2   Confirmation Order; Plan and Disclosure Statement	39
	Section 6.3   Conduct of Business	40
	Section 6.4   Severance Obligations	42
	Section 6.5   Access to Information	43
	Section 6.6   Financial Information	43
	Section 6.7   Commercially Reasonable Efforts	43
	Section 6.8   Company Organizational and Other Documents	44
	Section 6.9   Use of Proceeds	44
	Section 6.10   Share Legend	44
	Section 6.11   Governmental Approval	45
	Section 6.12   Alternative Transactions	47
	Section 6.13   Reorganized Company	48
	Section 6.14   Directors and Officers Indemnity.	48
	Section 6.15   Tax Treatment	49
	Section 6.16   AGS Engagement Letter	49
	Section 6.17   HIL Facility	49



 


	Article VII
    CONDITIONS TO THE OBLIGATIONS OF THE PARTIES	49
	Section 7.1   Conditions to the Obligations of the Equity Commitment Parties	49
	Section 7.2   Waiver of Conditions to Obligations of Equity Commitment Parties	51
	Section 7.3   Conditions to the Obligations of the Debtors	51
	Section 7.4   Waiver of Conditions to the Obligations of the Debtors	52
	Section 7.5   Condition to the Funding of the Direct Investment Preferred Commitments	53
	Section 7.6   Waiver of Condition to Funding of Direct Investment Preferred Commitments	53



 


	Article VIII
    INDEMNIFICATION AND CONTRIBUTION	53
	Section 8.1   Indemnification Obligations	53
	Section 8.2   Indemnification Procedure	54
	Section 8.3   Settlement of Indemnified Claims	54
	Section 8.4   Contribution	55
	Section 8.5   Treatment of Indemnification Payments	55
	Section 8.6   No Survival	55



  






    ii


     


    

 


TABLE OF CONTENTS (cont’d)


 


	 	Page
	 	 
	Article IX
    TERMINATION	55
	Section 9.1   Consensual Termination	55
	Section 9.2   Termination by the Plan Sponsors	55
	Section 9.3   Termination by the Company	57
	Section 9.4   Effect of Termination	59



 


	Article X
    GENERAL PROVISIONS	59
	Section 10.1   Notices	59
	Section 10.2   Assignment; Third Party Beneficiaries	61
	Section 10.3   Prior Negotiations; Entire Agreement	61
	Section 10.4   Governing Law; Venue	62
	Section 10.5   Waiver of Jury Trial	62
	Section 10.6   Counterparts	62
	Section 10.7   Waivers and Amendments; Rights Cumulative; Consent	62
	Section 10.8   Headings	65
	Section 10.9   Several Liability; Specific Performance	65
	Section 10.10   Damages	65
	Section 10.11   Publicity	64
	Section 10.12   Settlement Discussions	64
	Section 10.13   No Recourse	64
	Section 10.14   Company Disclosure Schedules	65
	Section 10.15   Disclosures	65


 


ANNEXES


 


	Annex A	Terms
of Preferred Stock
	Annex B	AGS
Engagement Letter
	Annex C	Plan
	Annex D	Form
of Rights Offering Procedures
	Annex E	Form
of “VCOC” Letter



 


SCHEDULES


 


	Schedule 1	Equity Commitment Schedule
	Schedule 2	Ad Hoc Equity Committee
	Schedule 6.17	HIL Debt Commitment Parties
	Company Disclosure Schedules



 









    iii


     


    

 



 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


THIS EQUITY PURCHASE AND COMMITMENT
AGREEMENT (this “Agreement”), dated as of May 14, 2021, is made by and among Hertz Global Holdings, Inc.
(including as debtor in possession and a reorganized debtor, as applicable) (the “Company”), on the one hand,
and the Equity Commitment Parties, on the other hand. The Company and the Equity Commitment Parties are referred to herein, individually,
as a “Party” and, collectively, as the “Parties.” Capitalized terms that are used
but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined
therein, shall have the meanings given to them in the Plan.


 


RECITALS


 


WHEREAS, the Company, certain
funds and accounts managed or advised by Knighthead Capital Management, LLC or one of its Controlled Affiliates (“Knighthead”)
and certain funds and accounts managed or advised by Certares Opportunities LLC or one of its Controlled Affiliates (“Certares”
and, together with Knighthead and CK Amarillo LP, a Delaware limited partnership that is an Equity Commitment Party formed by Certares
and Knighthead (“Amarillo LP”), collectively, the “Common Equity Plan Sponsors”),
Apollo Capital Management, L.P., on behalf of one or more investment funds, separate accounts, and other entities owned (in whole or in
part), controlled, managed, and/or advised by it or its Affiliates (the “Preferred Equity Plan Sponsor” and,
together with the Common Equity Plan Sponsors, the “Plan Sponsors”) are, substantially contemporaneously with
the execution of this Agreement, entering into a Plan Support Agreement (together with all exhibits thereto, as may be amended, supplemented
or otherwise modified from time to time, the “Plan Support Agreement”), and, with the Company, desire to support
the restructuring of the Debtors’ indebtedness and other obligations pursuant to the Plan in the Company’s jointly-administered
voluntary cases, styled as In re The Hertz Corporation., et al., Case No. 20-11218 (the “Chapter 11 Cases”)
that are pending under title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as it may be amended from time to time,
the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”), implementing the terms and conditions of the Restructuring Transactions;


 


WHEREAS, pursuant to the Plan
and this Agreement, and in accordance with the Rights Offering Procedures, as a source of funding for the Restructuring Transactions,
the Company will conduct a Rights Offering (as defined below) that will provide Eligible Existing Hertz Shareholders and Eligible Unsecured
Funded Debt Holders (each as defined in the Plan) with the right to purchase Common Stock (as defined below) of the Reorganized Company
issued on the Effective Date; and


 


WHEREAS, pursuant to the Plan
and subject to the terms and conditions contained in this Agreement, as a source of funding for the Restructuring Transactions, the Company
has agreed to sell and issue to, and each Direct Equity Investor has agreed to subscribe for and purchase, on a several and not joint
basis, its Direct Investment Portion of (a) 277,119,437 shares of common stock of the Reorganized Company (the “Common
Stock”) and (b) 1,500,000 shares of Series A Preferred Stock of the Reorganized Company, having the rights described
in Annex A hereto (the “Preferred Stock” and together with the Common Stock, the “Shares”).


 


NOW, THEREFORE, in consideration
of the mutual promises, agreements, representations, warranties and covenants contained herein, the Company and the Equity Commitment
Parties (acting severally and not jointly) hereby agree as follows:


 






    4


     


    

 


Article I


 


DEFINITIONS


 


Section 1.1              
Definitions. Except as otherwise expressly provided in this Agreement, whenever used in this Agreement (including
any Exhibits and Schedules hereto), the following terms shall have the respective meanings specified therefor below:


 


“Ad Hoc Equity Committee”
means the Parties identified on Schedule 2.


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly, Controls or is Controlled by or is under common Control
with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made;
provided that for purposes of this Agreement, neither any Equity Commitment Party nor any Related Purchaser shall be deemed an
Affiliate of the Company or any of its Subsidiaries solely by being a Party to this Agreement and performing its obligations hereunder;
provided that none of the Seller Entities or Acquired Subsidiaries (each as defined in the Donlen Purchase Agreement) shall constitute
Affiliates of the Company for purposes of Article IV; provided further that (i) other than the Common Equity Plan Sponsors
with respect to Amarillo LP, and any Related Purchaser of any Equity Commitment Party, none of the Equity Commitment Parties or their
respective Affiliates, Affiliated Funds or Related Purchasers shall constitute Affiliates, Affiliated Funds or Related Purchasers of any
other Equity Commitment Party by virtue of this Agreement or the transactions contemplated hereby; (ii) none of the direct or indirect,
current or future limited partners or other equity financing sources of Amarillo LP (other than Knighthead or Certares and their Affiliates)
or their respective Affiliates shall constitute Affiliates, Affiliated Funds or Related Purchasers of any of the Plan Sponsors; and (iii)
other than for purposes of Section 6.5, Article IX, Section 10.11, Section 10.13, Section 10.15
and clause (vi) of the definition of Material Adverse Effect, in no event shall any of the Equity Commitment Parties or Plan Sponsors
or their respective Affiliates, Affiliated Funds or Related Purchasers be considered an Affiliate of any portfolio company or investment
fund affiliated with Apollo Global Management, Inc. nor shall any portfolio company or investment fund affiliated with Apollo Global Management,
Inc. be considered to be an Affiliate of any of the Equity Commitment Parties or Plan Sponsors. “Affiliated”
has a correlative meaning.


 


“Affiliated Fund”
means any investment fund (including sub-fund), other entity or account the primary investment manager to which is a Plan Sponsor, an
Equity Commitment Party or an Affiliate thereof.


 


“Agreement”
has the meaning set forth in the preamble.


 


“AGS Engagement
Letter” means the Letter Agreement in the form attached hereto as Annex B.


 


“Alternative Transaction”
means any transaction with respect to a plan of reorganization or liquidation, dissolution,
winding up, merger, consolidation, business combination, joint venture, partnership, sale of material assets or equity interests of the
Company and its Subsidiaries taken as a whole, or any other restructuring involving the Debtors without the prior written consent of the
Plan Sponsors that renders the Restructuring or the Plan unable to be consummated on the terms set forth in the Plan and this Agreement,
or would reasonably be expected to materially frustrate the economic and legal effects of the Restructuring, the Plan or this Agreement,
in each case excluding the transactions contemplated by the Donlen Purchase Agreement and any transaction
permitted by Section 6.3(b) or Section 6.3(b) of the Company Disclosure Schedules.


 






    5


     


    

 


“Alternative Transaction
Proposal” has the meaning set forth in Section 6.12(b).


 


“Amarillo LP”
has the meaning set forth in the Recitals.


 


“Antitrust Authorities”
means the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the attorneys general
of the several states of the United States and any other Governmental Entity, whether domestic or foreign, having jurisdiction pursuant
to the Antitrust Laws, and “Antitrust Authority” means any of them.


 


“Antitrust Laws”
means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and any other Law, whether domestic or foreign,
governing agreements in restraint of trade, monopolization, pre-merger notification, the lessening of competition through merger or acquisition
or anti-competitive conduct, and any foreign investment Laws.


 


“Applicable Consent”
has the meaning set forth in Section 4.7.


 


“Available Shares”
means the Direct Investment Shares, Rights Offering Shares and Unsubscribed Shares that any Equity Commitment Party fails to purchase
as a result of an Equity Commitment Party Default.


 


“Backstop Investor”
means the Parties identified on Schedule 1 hereto that have a Rights Offering Backstop Commitment set forth across from such Party
on Schedule 1 hereto in the column labeled “Rights Offering Backstop Commitment” (subject to the transfer provisions
of Section 2.5 hereof).


 


“Backstop Percentage”
means, with respect to any Backstop Investor at any time, the percentage obtained by dividing the Rights Offering Backstop Commitment
of such Backstop Investor as set forth on Schedule 1 hereto in the column labeled “Rights Offering Backstop Commitment”
at such time by the Rights Offering Backstop Amount at such time.


 


“Bankruptcy Code”
has the meaning set forth in the Recitals.


 


“Bankruptcy Court”
has the meaning set forth in the Recitals.


 


“Bankruptcy Rules”
means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the
United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 11 Cases and the general, local, and chambers rules of the
Bankruptcy Court.


 


“beneficial ownership”
means, the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of
the voting rights and the disposition of, the Claims (as defined in the Plan Support Agreement) against or Interests (as defined in the
Plan Support Agreement) in any of the Debtors or the rights to acquire such Claims or Interests.


 


“Burdensome Condition”
has the meaning set forth in Section 6.11(f).


 


“Business Day”
means any day, other than a Saturday, Sunday or legal holiday, as defined in Bankruptcy Rule 9006(a).


 


“Certificate
of Designation” means that certain Series A Preferred Stock Certificate of Designation setting forth the terms
governing the Preferred Stock, which shall be consistent with the Plan and this Agreement, including the terms set forth in Annex A
hereto (the “Preferred Stock Term Sheet”), and otherwise in form and substance acceptable to the Company
and the Plan Sponsors.


 






    6


     


    

 


“CFIUS”
means the interagency Committee on Foreign Investment in the United States.


 


“CFIUS Parties”
means the Persons making a CFIUS filing in connection with the transactions contemplated hereby, including with respect to the direct
or indirect investments being made into or through Amarillo LP in connection therewith.


 


“CFIUS Statute”
means Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, as
it may be further amended, modified, supplemented or replaces from time to time and including all applicable regulations and interim rules
promulgated thereunder.


 


“Chapter 11 Cases”
has the meaning set forth in the Recitals.


 


“Closing”
has the meaning set forth in Section 2.4(a).


 


“Closing Date”
has the meaning set forth in Section 2.4(a).


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common Equity Commitment
Percentage” means, with respect to any Equity Commitment Party, the total amount of such Equity Commitment Party’s
Direct Investment Common Commitments as a proportion of the Direct Investment Common Commitments of all Equity Commitment Parties, determined
as of the relevant measurement date.


 


“Common Equity Plan
Sponsors” has the meaning set forth in the Recitals.


 


“Common Per Share
Purchase Price” means $10.00; provided that, with respect to the Direct Equity Investor marked with “*”
in Schedule 1 hereto, the Common Per Share Purchase Price means $11.08.


 


“Common Stock”
has the meaning set forth in the Recitals.


 


“Company”
has the meaning set forth in the preamble.


 


“Company Benefit
Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject
to ERISA), other than a foreign plan or a Multiemployer Plan, established by, maintained or contributed to or required to be contributed
to by any Debtor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of their respective
ERISA Affiliates.


 


“Company Board”
has the meaning set forth in Section 6.12(b).


 


“Company Disclosure
Schedules” means the disclosure schedules delivered by the Company to the Equity Commitment Parties on the date of this
Agreement.


 


“Company
Organizational Documents” means collectively, the organizational documents of the Company, including any certificate
of formation or incorporation, applicable charter, articles of incorporation, limited liability company agreement, bylaws,
Certificate of Designation or any similar documents, each of which shall be consistent with the Plan and this Agreement, and in form
and substance reasonably acceptable to the Plan Sponsors and the Company and in the case of the Certificate of Designation, which
shall also be consistent with the Preferred Stock Term Sheet and otherwise in form and substance acceptable to the Plan Sponsors and
the Company.


 






    7


     


    

 


“Company SEC Documents”
means all of the registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits
and other information incorporated therein) filed with the SEC by the Company.


 


“Confirmation Order”
means a Final Order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.


 


“Contract”
means any binding agreement, contract or instrument, whether oral or written, including any loan, note, bond, mortgage, indenture, guarantee,
deed of trust, license, franchise, commitment, lease, franchise agreement, letter of intent, memorandum of understanding or other obligation,
and any amendments thereto, but excluding the Plan.


 


“Control”
means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities, by Contract or agency or otherwise. “Controlled”
has a correlative meaning.


 


“COVID-19 Measures”
means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure,
sequester or any other Law, Order, directive, guidelines or recommendations by any Governmental Entity, or any Company policies in furtherance
thereof, in connection with or in response to COVID-19, and any reasonable actions taken or planned to be taken in response thereto.


 


“D&O Indemnified
Persons” has the meaning set forth in Section 6.14.


 


“Debtors”
means, collectively (i) the Hertz Corp.; (ii) the Company; (iii) Thrifty Rent-A-Car System, LLC; (iv) Thrifty, LLC; (v) Dollar
Thrifty Automotive Group, Inc.; (vi) Firefly Rent A Car LLC; (vii) CMGC Canada Acquisition ULC; (viii) Hertz Aircraft, LLC;
(ix) Dollar Rent A Car, Inc.; (x) Dollar Thrifty Automotive Group Canada Inc.; (xi) Donlen Corporation; (xii) Donlen
FSHCO Company; (xiii) Hertz Canada Limited; (xiv) Donlen Mobility Solutions, Inc.; (xv) DTG Canada Corp.; (xvi) DTG
Operations, Inc.; (xvii) Hertz Car Sales LLC; (xviii) DTG Supply, LLC; (xix) Hertz Global Services Corporation; (xx) Hertz
Local Edition Corp.; (xxi) Hertz Local Edition Transporting, Inc.; (xxii) Donlen Fleet Leasing Ltd.; (xxiii) Hertz System,
Inc.; (xxiv) Smartz Vehicle Rental Corporation; (xxv) Thrifty Car Sales, Inc.; (xxvi) Hertz Technologies, Inc.; (xxvii) TRAC
Asia Pacific, Inc.; (xxviii) Hertz Transporting, Inc.; (xxix) Rental Car Group Company, LLC; and (xxx) Rental Car Intermediate
Holdings, LLC; provided that none of the Seller Entities or Acquired Subsidiaries (each as defined in the Donlen Purchase Agreement)
shall constitute Debtors, for the purpose of Article IV and Article VI.


 


“Defaulting Equity
Commitment Party” means, in respect of an Equity Commitment Party Default that is continuing, the applicable defaulting
Equity Commitment Party.


 


“DIP Facility”
means the post-petition financing facility issued pursuant to the DIP Credit Agreement and the DIP Order, consisting of a $1,650,000,000
senior secured multiple draw term loan credit facility.


 






    8


     


    

 


“Direct Equity Investor”
means each Person identified as a Direct Equity Investor on Schedule 1 hereto.


 


“Direct Investment
Commitment” has the meaning set forth in Section 2.1.


 


“Direct Investment
Common Amount” means $2,780,941,666.67.


 


“Direct Investment
Common Commitments” means Direct Investment Commitments with respect to Direct Investment Common Shares. For the avoidance
of doubt, from and after the date hereof until the earlier of the Effective Date and termination of this Agreement, except as permitted
by Section 2.2(c), the Company shall not obtain any additional commitments to purchase Common Stock other than the Direct
Investment Common Commitments, the Rights Offering Equity Commitments and the Rights Offering Backstop Commitments.


 


“Direct Investment
Common Shares” means a number of shares of Common Stock equal to the Direct Investment Common Amount divided by the Common
Per Share Purchase Price that is applicable to each Direct Equity Investor.


 


“Direct Investment
Portion” means, with respect to each Direct Equity Investor, the number of Direct Investment Common Shares and Direct Investment
Preferred Shares ascribed to such Direct Equity Investor on Schedule 1 hereto.


 


“Direct Investment
Preferred Amount” means $1,500,000,000.


 


“Direct Investment
Preferred Commitments” means Direct Investment Commitments with respect to Direct Investment Preferred Shares.


 


“Direct Investment
Preferred Shares” means a number of shares of Preferred Stock equal to the Direct Investment Preferred Amount divided by
the Preferred Per Share Initial Stated Value.


 


“Direct Investment
Shares” means the Direct Investment Common Shares and the Direct Investment Preferred Shares.


 


“Disclosure Statement”
has the meaning set forth in the Plan Support Agreement.


 


“Disclosure Statement
Order” means that certain Order (I) Approving the Proposed Disclosure Statement and Form and Manner Notice of Disclosure
Statement Hearing, (II) Establishing Solicitation and Voting Procedures, (III) Scheduling Confirmation Hearing, (IV) Establishing Notice
and Objection Procedures for Confirmation of the Proposed Plan, and (V) Granting Related Relief entered by the Bankruptcy Court on
April 22, 2021 [Docket No. 4111] (as amended, modified, or supplemented from time to time with any such amendments, modifications, or
supplements in form and substance reasonably acceptable to the Plan Sponsors in good faith).


 


“Donlen Purchase
Agreement” means that certain Stock and Asset Purchase Agreement, dated as of November 25, 2020, as amended, by and among,
the Company, Donlen Corporation and each of the subsidiaries of Donlen as set forth therein and Freedom Acquirer LLC.


 


“Effective
Date” means the date upon which (a) no stay of the Confirmation Order is in effect, (b) all conditions precedent to
the consummation of the transactions contemplated by this Agreement and the effectiveness of the Plan have been satisfied or are
waived in accordance with the terms hereof and thereof, as the case may be, and (c) the Restructuring and the other transactions to
occur on such date pursuant to the Plan become effective or are consummated.


 






    9


     


    

 


“Emergency Event”
means (a) any epidemic, pandemic, disease outbreak, or public health crisis including outbreaks or additional waves of outbreaks of any
contagious diseases (including influenza, COVID-19 or any variation thereof), cyberattacks, terrorism, cyberterrorism, force majeure events
or “acts of God”, or (b) any other Event that threatens health, safety or the environment.


 


“Emergency Response”
means any reasonable emergency or immediate remedial or protective action taken or determined or committed to be taken by the Company
or any of its Subsidiaries, that is, in their good faith reasonable determination in the best interests of the Company and its Subsidiaries,
as applicable, in response to any Emergency Event.


 


“End Date”
has the meaning set forth in Section 9.2(b)(i).


 


“Environmental Laws”
means all Laws relating to pollution, protection of the environment, or the preservation or reclamation of natural resources.


 


“EPCA Approval Obligations”
means the obligations of the Company and the other Debtors under this Agreement and the EPCA Approval Order.


 


“EPCA Approval Order”
means an Order of the Bankruptcy Court that is not stayed (under Bankruptcy Rule 6004(h) or otherwise) that (a) authorizes the Company
(on behalf of itself and the other Debtors) to enter into and perform under this Agreement, including all exhibits and other attachments,
and the AGS Engagement Letter, and (b) provides that the Expense Reimbursement and the indemnification provisions contained herein, and
the fees, expenses and indemnification obligations under the AGS Engagement Letter, shall constitute allowed administrative expenses of
the Debtors’ estates under sections 503(b) and 507 of the Bankruptcy Code and shall be payable by the Debtors as provided in this
Agreement without further Order of the Bankruptcy Court.


 


“Equity Commitment”
has the meaning set forth in Section 2.1(a).


 


“Equity Commitment
Party” means each Direct Equity Investor and each Backstop Investor.


 


“Equity Commitment
Party Default” means the failure by any Equity Commitment Party to (a) deliver and pay in accordance with Section 2.3(b)
the aggregate Per Share Purchase Price for the Direct Investment Shares such Equity Commitment Party is obligated to purchase pursuant
to its Direct Investment Commitment, (b) exercise all Subscription Rights and purchase all Rights
Offering Shares pursuant to its Rights Offering Equity Commitment in accordance with Section 2.7(a), or (c) deliver and pay
in accordance with Section 2.3(b) the aggregate Common Per Share Purchase Price for the Common Stock such Equity Commitment
Party is obligated to purchase pursuant to its Rights Offering Backstop Commitment.


 


“Equity Commitment
Party Replacement” shall have the meaning set forth in Section 2.2(a).


 


“Equity Commitment
Party Replacement Period” shall have the meaning set forth in Section 2.2(a).


 






    10


     


    

 


“Equity Commitment
Percentage” means, with respect to any Equity Commitment Party, the total amount of such Equity Commitment Party’s
Equity Commitment as a proportion of the Equity Commitments of all Equity Commitment Parties, determined as of the relevant measurement
date. For Direct Investment Preferred Shares, the Equity Commitment Percentage will be based on the Preferred Per Share Initial Stated
Value thereof.


 


“Equity Commitment
Schedule” means Schedule 1 to this Agreement, as amended, supplemented or otherwise modified from time to time in
accordance with this Agreement.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with any of the Debtors, is, or at any relevant time during the
past six years was, treated as a single employer under any provision of Section 414 of the Code.


 


“Escrow Account”
has the meaning set forth in Section 2.3(b).


 


“Escrow Account
Funding Date” has the meaning set forth in Section 2.3(b).


 


“Event”
means any event, development, occurrence, circumstance, effect, condition, result, state of facts or change.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Existing Equity
Commitment Party Purchaser” has the meaning set forth in Section 2.5(b).


 


“Exit ABS Facilities”
means an asset-backed securitization facility that will refinance (i) the HVF II Facility and (ii) the Interim Fleet Financing Facility
(unless the Company elects not to refinance the Interim Fleet Financing Facility prior to the Closing, which election the Company shall
be permitted to make with the consent of the Plan Sponsors, such consent not to be unreasonably withheld), which facility shall be consistent
with the Plan, the Plan Support Agreement and this Agreement, and otherwise in form and substance acceptable to the Company and the Plan
Sponsors.


 


“Exit Revolving
Credit Facility” means a senior secured revolving credit facility in an aggregate commitment amount of no more than $1,500,000,000
(as such amount may be adjusted with the approval of the Company and the Plan Sponsors), with the capacity for the issuance of letters
of credit, secured by a first Lien on substantially all assets of the reorganized Hertz Corp. and the Subsidiary Guarantors thereunder
(except Donlen Corporation and its Subsidiaries), which shall be consistent with the Plan, the Plan Support Agreement and this Agreement
and otherwise in form and substance acceptable to the Company and the Plan Sponsors. Notwithstanding anything to the contrary, the Exit
Revolving Credit Facility shall be arranged by the Debtors with the full engagement of the Common Equity Plan Sponsors. For the avoidance
of doubt, the Plan Sponsors, with advance written notice (which may be by email) to the Debtors, shall not be restricted from communicating
with any potential financing sources or their advisors so long as the Company or its advisors are provided a reasonable opportunity to
participate in any such communication.


 






    11


     


    

 


“Exit Term
Loan Facility” means a senior secured term credit facility in a principal amount of $1,300,000,000 (as such amount may
be adjusted with the approval of the Company and the Plan Sponsors), secured by a first Lien on substantially all assets of the
reorganized Hertz Corp. and the Subsidiary Guarantors thereunder (except Donlen Corporation and its Subsidiaries), which shall be
consistent with the Plan, the Plan Support Agreement and this Agreement, and otherwise in form and substance acceptable to the
Company and the Plan Sponsors. Notwithstanding anything to the contrary, the Exit Term Loan Facility shall be arranged by the
Debtors with the full engagement of the Common Equity Plan Sponsors. For the avoidance of doubt, the Plan Sponsors, with advance
written notice (which may be by email) to the Debtors, shall not be restricted from communicating with any potential financing
sources or their advisors so long as the Company or its advisors are provided a reasonable opportunity to participate in any such
communication.


 


“Expense Reimbursement”
has the meaning set forth in Section 3.1(a).


 


“Filing Party”
has the meaning set forth in Section 6.11(b).


 


“Final Order”
means, as applicable, an Order of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter
that has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal
or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has
been or may be filed has been resolved by the highest court to which the Order could be appealed or from which certiorari could be sought
or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such Order, or has otherwise been dismissed
with prejudice; provided, however, that the possibility of a motion under Rule 60 of the Federal Rules of Civil Procedure,
or any analogous rule under the Bankruptcy Rules or local rules of the Bankruptcy Court, may be filed relating to such Order shall not
prevent such Order from being a Final Order.


 


“Financial Reports”
has the meaning set forth in Section 6.6.


 


“Financial Statements”
has the meaning set forth in Section 4.8.


 


“Form 10-K”
has the meaning set forth in Section 4.8.


 


“Funding Notice”
has the meaning set forth in Section 2.3(a).


 


“GAAP”
means United States generally accepted accounting principles.


 


“Governmental Entity”
means any federal, municipal, state, provincial, territorial, local or foreign governmental or quasi-governmental, administrative, taxing
or regulatory authority, department, agency, board, bureau, official, commission, body or other similar authority or instrumentality (including
any self-regulatory authority, securities exchange, court or similar tribunal).


 


“Hazardous Materials”
means all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including explosive or radioactive substances
or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature
subject to regulation under any Environmental Law.


 


“Hertz Corp.”
means The Hertz Corporation.


 


“HIL Debt Commitment
Parties” means those parties set forth on Schedule 6.17.


 


“HIL Debt Financing”
has the meaning set forth in Section 6.17.


 






    12


     


    

 


“HSR Act”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time.


 


“Indemnified Claim”
has the meaning set forth in Section 8.2.


 


“Indemnified Person”
has the meaning set forth in Section 8.1.


 


“Indemnifying Party”
has the meaning set forth in Section 8.1.


 


“Intellectual Property
Rights” has the meaning set forth in Section 4.14(b).


 


“IRS”
means the United States Internal Revenue Service.


 


“Joint Filing Party”
has the meaning set forth in Section 6.11(c).


 


“Joint Notice”
means a joint voluntary notice submitted by the CFIUS Parties to CFIUS or, if required by CFIUS, a declaration followed by a joint voluntary
notice submitted by the CFIUS Parties.


 


“Kirkland &
Ellis” means Kirkland & Ellis LLP.


 


“Knowledge of the
Company” means the actual knowledge, after reasonable inquiry, of Paul E. Stone, Kungyu (“Kenny”) Cheung, Scott
Massengill and M. David Galainena.


 


“Law”
means any law (statutory or common), statute, regulation, rule, code or ordinance enacted, adopted, issued or promulgated by any Governmental
Entity.


 


“Legal Proceedings”
has the meaning set forth in Section 4.12.


 


“Legend”
has the meaning set forth in Section 6.10.


 


“Lien”
means any lien, adverse claim, charge, option, right of first refusal, servitude, security interest, mortgage, pledge, deed of trust,
easement, encumbrance, restriction on transfer, conditional sale or other title retention agreement, defect in title, lien or judicial
lien as defined in sections 101(36) and (37) of the Bankruptcy Code or other restrictions of a similar kind.


 


“Losses”
has the meaning set forth in Section 8.1.


 


“Marketing Period”
means the first period of twenty (20) consecutive days after entry of the Confirmation Order during which the Exit ABS Facilities is marketed
to potential investors.


 






    13


     


    

 


“Material
Adverse Effect” means any Event which individually, or in the aggregate, has had or would reasonably be expected to
have a material adverse effect on (a) the business, assets, liabilities, properties, results of operations or condition (financial
or otherwise) of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company and its Subsidiaries, taken
as a whole, to perform their obligations under, or to consummate the transactions contemplated by, this Agreement, including the
Rights Offering, in each case except to the extent it results from, arises out of, or is attributable to, the following (either
alone or in combination): (i) any change after December 31, 2020 in global, national or regional political conditions, any natural
disasters, man-made disasters, epidemics, pandemics, disease outbreaks, or public health crises including outbreaks or additional
waves of outbreaks of any contagious diseases (including influenza, COVID-19 or any variation thereof), hostilities, acts of war
(whether or not declared), sabotage, civil unrest, cyberattacks, terrorism, cyberterrorism, military actions, national emergencies
or force majeure events or “acts of God”, or any escalation or material worsening thereof any change in the general
business, market, financial or economic conditions affecting the industries, regions and markets in which the Company or its
Subsidiaries operate, including any change in the United States or applicable foreign economies or securities, commodities or
financial markets; (ii) any changes after the date hereof in applicable Law or GAAP, or in the interpretation or enforcement
thereof; (iii) the execution, announcement or performance of this Agreement or the other Transaction Agreements or the transactions
contemplated hereby or thereby (including any act or omission of the Company and its Subsidiaries to operate as expressly required
or prohibited, as applicable, by the Plan Support Agreement or this Agreement or consented to or required by the Plan Sponsors in
writing); (iv) changes in the market price or trading volume of the claims or equity or debt securities of the Company and its
Subsidiaries (but not the underlying facts giving rise to such changes unless such facts are otherwise excluded pursuant to the
clauses contained in this definition); (v) the filing or pendency of the Chapter 11 Cases; (vi) any action taken by the Plan
Sponsors or their respective Affiliates with respect to the Company or any of its Subsidiaries (including through such
Persons’ participation in the Chapter 11 Cases); (vii) the occurrence of an Equity Commitment Party Default; (viii) any
matters expressly disclosed in the Company Disclosure Schedules, Company SEC Documents filed from and after December 31, 2020
through the date hereof (excluding disclosures contained in the “Forward-Looking Statements” or “Risk
Factors” sections thereof, or any other statements that are similarly predictive, cautionary or forward looking in nature) or
the Disclosure Statement as filed on or prior to the date hereof; and (ix) failure of the Company or any of its Subsidiaries to meet
any internal or published projections, forecasts, estimates or predictions (but not the underlying facts giving rise to such
departure unless such facts are otherwise excluded pursuant to the clauses contained in this definition); provided that the
exceptions in clauses (i) or (ii) shall not apply to the extent that such Event is materially and disproportionately adverse to
the Company and its Subsidiaries, taken as a whole, as compared to other companies in the industries, markets or geographies in
which the Company and its Subsidiaries operate.


 


“Material Contracts”
means (a) all “plans of acquisition, reorganization, arrangement, liquidation or succession” and “material contracts”
(as such terms are defined in Items 601(b)(2) and 601(b)(10) of Regulation S-K under the Exchange Act) to which any of the Debtors is
a party or (b) solely for purposes of Section 4.22 (and not for purposes of Section 6.3) any Contracts to which
any of the Debtors is a party that is likely to reasonably involve consideration payable by the Debtor of more than $20,000,000, in the
aggregate, over the twelve month period from the date hereof, has a term of greater than one year and is not cancelable without material
penalty on not more than thirty (30) days’ notice.


 


“Money Laundering
Laws” has the meaning set forth in Section 4.24(a).


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which any of the Debtors or any ERISA Affiliate is making or accruing
an obligation to make contributions, has within any of the preceding six plan years made or accrued an obligation to make contributions,
or each such plan with respect to which any such entity has any actual or contingent liability or obligation.


 


“New Registration
Rights Agreement” means a registration rights agreement, which shall be consistent with the Plan and this Agreement and
otherwise in form and substance acceptable to the Company and the Common Equity Plan Sponsors.


 


“New Reorganized
Debt” means the Exit Term Loan Facility, the Exit Revolving Credit Facility and the Exit ABS Facilities, in each case, as
set forth in the Plan.


 


“Order”
means any judgment, order, award, injunction, writ, permit, license or decree of any Governmental Entity or arbitrator of applicable jurisdiction.


 


“Outside Date”
has the meaning set forth in Section 9.2(b)(i).


 






    14


     


    

 


“Party”
has the meaning set forth in the preamble.


 


“Paul, Weiss”
has the meaning set forth in Section 3.1(a).


 


“PCAOB”
has the meaning set forth in Section 4.8.


 


“Per Share Purchase
Price” means the Preferred Per Share Purchase Price and the Common Per Share Purchase Price, as the case may be.


 


“Permitted Liens”
means (a) Liens for Taxes that (i) are not yet delinquent, (ii) are being contested in good faith by appropriate proceedings and for which
adequate reserves have been made with respect thereto in accordance with GAAP or (iii) the nonpayment of which is permitted or required
by the Bankruptcy Code; (b) landlord’s, operator’s, vendors’, carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s and other similar Liens for labor, materials or supplies provided with respect to any Real Property
or personal property incurred in the ordinary course of business and as otherwise not prohibited under this Agreement, for amounts that
do not detract from the value of, or impair the use of, the Real Property or personal property of the Debtors in a manner which is material
to the Company and its Subsidiaries taken as a whole, or, if for amounts that do so detract from the value of, or impair the use of, the
Real Property or personal property of the Debtors, if such Lien is being contested in good faith by appropriate proceedings and for which
adequate reserves have been made with respect thereto; (c) zoning, building codes and other land use Laws regulating the use or occupancy
of any Real Property or the activities conducted thereon that are imposed by any Governmental Entity having jurisdiction over such Real
Property; provided that no such zoning, building codes and other land use Laws prohibit the use or occupancy of such Real Property;
(d) easements, covenants, conditions, minor encroachments, rights of way, restrictions and other similar matters adversely affecting title
to any Real Property and other title defects and encumbrances that do not or would not impair, in a manner material to the Company and
its Subsidiaries taken as a whole, the use or occupancy of such Real Property or the operation of the Debtors’ business and all
matters disclosed in the real property records of the counties (or equivalent) in which the Real Property or any portion thereof is located;
(e) Liens granted under any Contracts with respect to any Real Property or personal property incurred in the ordinary course of business
and that do not, in a manner material to the Company and its Subsidiaries taken as a whole, detract from the value of, or impair the use
of, any of the Real Property or personal property of any of the Debtors; (f) Liens granted in connection with the New Reorganized Debt
and any Lien permitted by the New Reorganized Debt; (g) Liens listed on Section 1.1 of the Company Disclosure Schedules; and
(h) Liens that, pursuant to the Confirmation Order, will not survive beyond the Effective Date.


 


“Person”
means an individual, firm, corporation (including any non-profit corporation), partnership, limited liability company, joint venture,
association, trust, Governmental Entity or other entity or organization.


 


“Plan”
means the Debtors’ joint plan of reorganization, in the form attached hereto as Annex C, to be approved by the Confirmation
Order, including the Plan Supplement and all material documents, annexes, schedules, exhibits, amendments, modifications, or supplements
thereto, as may be amended, supplemented, or modified from time to time in accordance with its terms and with the Plan Support Agreement
and in a manner that is consistent with the Plan, the Plan Support Agreement, this Agreement, and otherwise in form and substance acceptable
to the Company and the Plan Sponsors.


 


“Plan Sponsors”
has the meaning set forth in the Recitals.


 


“Plan
Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan, filed with
the Bankruptcy Court, each of which shall be in form and substance materially consistent with the Plan, the Plan Support Agreement,
and otherwise acceptable to the Company and the Plan Sponsors, as may be amended, modified, or supplemented from time to time.


 






    15


     


    

 


“Plan Support Agreement”
has the meaning set forth in the Recitals.


 


“Pre-Closing Period”
has the meaning set forth in Section 6.3.


 


“Preferred Equity
Commitment Percentage” means, with respect to any Equity Commitment Party, the total amount of such Equity Commitment Party’s
Direct Investment Preferred Commitments as a proportion of the Direct Investment Preferred Commitments of all Equity Commitment Parties,
determined as of the relevant measurement date.


 


“Preferred Equity
Plan Sponsor” has the meaning set forth in the Recitals.


 


“Preferred Per Share
Initial Stated Value” means $1,000.00.


 


“Preferred Per Share
Purchase Price” means $980.00.


 


“Preferred Stock”
has the meaning set forth in the Recitals.


 


“Real Property”
means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real
property owned in fee or leased by any of the Debtors, together with, in each case, all beneficial easements, hereditaments and appurtenances
relating thereto, and all improvements and appurtenant fixtures incidental to the ownership or lease thereof.


 


“Related Party”
means, with respect to any Person, (a) any former, current or future director, officer, agent, Affiliate, employee, general or limited
partner, controlling Persons, member, manager or stockholder of such Person and (b) any former, current or future director, officer,
agent, Affiliate, employee, general or limited partner, member, manager or stockholder of any of the foregoing.


 


“Related Purchaser”
means any Affiliate of a Plan Sponsor or an Equity Commitment Party or any Affiliated Fund of such Plan Sponsor or Equity Commitment Party
(in each case, other than any portfolio company of such Plan Sponsor, Equity Commitment Party or its Affiliates).


 


“Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migrating.
 “Released” has a correlative meaning.


 


“Reorganized Company”
means reorganized Hertz Global Holding, Inc., or any successors thereto, by merger, consolidation, or otherwise, on and after the Effective
Date.


 


“Replacing Equity
Commitment Party” has the meaning set forth in Section 2.2(a).


 


“Representatives”
means, with respect to any Person, such Person’s directors, officers, members, partners, managers, employees, agents, investment
bankers, attorneys, accountants, advisors and other representatives acting on behalf of such Person.


 


“Required Common
Amount” means the sum of (i) the Direct Investment Common Amount plus (ii) the lesser of (x) the aggregate amount
for which Subscription Rights are exercised in accordance with the Rights Offering and (y) the Rights Offering Backstop Amount.


 


“Restructuring”
has the meaning set forth in the Plan Support Agreement.


 






    16


     


    

 


“Restructuring Transactions”
means, collectively, the transactions contemplated by the Plan and the Plan Support Agreement.


 


“Rights Offering”
means the offering of rights pursuant to which Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders (each
as defined in the Plan) are entitled to receive Subscription Rights to acquire Common Stock substantially on the terms reflected in the
Plan, the Plan Support Agreement and this Agreement, and in accordance with the Rights Offering Procedures, in an aggregate amount (calculated
based on the Common Per Share Purchase Price) not exceeding the Rights Offering Amount.


 


“Rights Offering
Amount” means an amount equal to $1,635,000,000.


 


“Rights Offering
Backstop Amount” means $1,635,000,000.


 


“Rights Offering
Backstop Commitment” has the meaning set forth in Section 2.7(b).


 


“Rights Offering
Commitment Purchasers” has the meaning set forth in Section 2.5(d)(ii).


 


“Rights Offering
Equity Commitment” has the meaning set forth in Section 2.7(a).


 


“Rights Offering
Expiration Time” means the time and the date on which the rights offering subscription forms must be duly delivered to the
Rights Offering Subscription Agent in accordance with the Rights Offering Procedures.


 


“Rights Offering
Participants” means those Persons who duly subscribe for Rights Offering Shares in accordance with the Rights Offering Procedures.


 


“Rights Offering
Procedures” means the procedures with respect to the Rights Offering that are approved by the Bankruptcy Court, which procedures
shall be substantially in the form and substance attached as Annex D, and otherwise acceptable to the Plan Sponsors and the Company.


 


“Rights Offering
Shares” means the Common Stock distributed pursuant to and in accordance with the Rights Offering Procedures in the Rights
Offering.


 


“Rights Offering
Subscription Agent” means Prime Clerk LLC, in its capacity as subscription agent pursuant to the Rights Offering Procedures.


 


“Rights Offering
Subscription Price” means the subscription price for Rights Offering Shares offered in the Rights Offering pursuant to the
Rights Offering Procedures, which shall equal the Common Per Share Purchase Price.


 


“Sanctions”
has the meaning set forth in Section 4.24(a).


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Senior Management
Team” means (i) Jeffery Adams, (ii) Darren Arrington, (iii) Kenney Cheung, (iv) M. David Galainena, (v) Eric Leef, (vi)
Scott Massengill, (vii) Joseph McPherson, (viii) Jayesh Patel, (ix) Opal Gay Perry, (x) Paul Stone, and (xi) Laura Suenon Nestar (Smith).


 






    17


     


    

 


“Shares”
has the meaning set forth in the Recitals.


 


“Subscription Rights”
means the subscription rights to purchase Rights Offering Shares in accordance with the Rights Offering Procedures.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture or other legal entity as to which such Person (either alone
or through or together with any other Subsidiary), (a) owns, directly or indirectly, more than fifty percent (50%) of the stock or other
equity interests, (b) has the power to elect a majority of the board of directors or similar governing body, or (c) has the power to direct
the business and policies; provided that none of the Seller Entities or Acquired Subsidiaries (each as defined in the Donlen Purchase
Agreement) shall constitute Subsidiaries of the Company, for the purpose of Article IV.


 


“Superior Proposal”
has the meaning set forth in Section 6.12(b).


 


“Superior Transaction”
means a transaction that the Company Board determines in good faith, based on the advice of its financial and legal advisors: (x) would
be in the best interests of the Company and its creditors and equity holders as a whole, and (y) would reasonably be expected to be superior
to the Company and its creditors and equity holders in comparison to the transactions contemplated under this Agreement and the Plan.


 


“Tax Return”
means any return, declaration, election, disclosure, report, claim for refund, statement or information report or filing with respect
to Taxes, including any schedules attached thereto and including any amendment thereof.


 


“Taxes”
means all taxes, assessments, duties, levies or other mandatory governmental charges paid to a Governmental Entity, including all federal,
state, local, foreign and other income, franchise, profits, gross receipts, capital gains, capital stock, transfer, property, escheat,
abandoned and unclaimed property, sales, use, value-added, occupation, excise, severance, windfall profits, stamp, payroll, social security,
withholding and other taxes, assessments, duties, levies or other mandatory governmental charges of any kind whatsoever paid to a Governmental
Entity (whether payable directly or by withholding and whether or not requiring the filing of a return), all estimated taxes, deficiency
assessments, additions to tax, penalties and interest thereon and shall include any liability for such amounts as a result of being a
member of a combined, consolidated, unitary or affiliated group, as transferee or successor, by Contract, as withholding agent, or otherwise.


 


“Transaction Agreements”
has the meaning set forth in Section 4.2(a).


 


“Transfer”
means to sell, transfer, assign, pledge, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectly
(including through derivatives, options, swaps, pledges, forward sales or other transactions in which any Person receives the right to
own or acquire any current or future interest). “Transfer” used as a noun has a correlative meaning.


 


“Unsubscribed Shares”
means the Common Stock offered pursuant to the Rights Offering to Eligible Existing Hertz Shareholders and Eligible Unsecured Funded
Debt Holders (each as defined in the Plan) that have not been duly purchased in exchange for a cash payment in the Rights Offering by
Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders (each as defined in the Plan) in accordance with the Rights
Offering Procedures and the Plan.


 


“VCOC Letter”
means the “VCOC” letter in the form attached hereto as Annex E.


 






    18


     


    

 


“willful or intentional
breach” has the meaning set forth in Section 9.4.


 


Section 1.2              
Construction. In this Agreement, unless the context otherwise requires:


 


(a)               
references to Articles, Sections, Exhibits and Schedules are references to the articles and sections or subsections of, and the
exhibits and schedules attached to, this Agreement;


 


(b)            
references in this Agreement to “writing” or comparable expressions include a reference to a written document transmitted
by means of electronic mail in portable document format (pdf), facsimile transmission or comparable means of communication;


 


(c)            
words expressed in the singular number shall include the plural and vice versa; words expressed in the masculine shall include
the feminine and neuter gender and vice versa;


 


(d)            
the words “hereof”, “herein”, “hereto” and “hereunder”, and words of similar import,
when used in this Agreement, shall refer to this Agreement as a whole, including all Exhibits and Schedules attached to this Agreement,
and not to any provision of this Agreement;


 


(e)            
the term “this Agreement” shall be construed as a reference to this Agreement as the same may have been, or may from
time to time be, amended, modified, varied, novated or supplemented;


 


(f)             
the term “or” shall not be exclusive;


 


(g)            
“include”, “includes” and “including” are deemed to be followed by “without limitation”
whether or not they are in fact followed by such words;


 


(h)            
references to “day” or “days” are to calendar days;


 


(i)             
references to “the date hereof” means the date of this Agreement;


 


(j)             
unless otherwise specified, references to a statute means such statute as amended from time to time and includes any successor
legislation thereto and any rules or regulations promulgated thereunder in effect from time to time; and


 


(k)            
references to “dollars” or “$” refer to currency of the United States of America, unless otherwise expressly
provided.


 


Article II



EQUITY COMMITMENT


 


Section 2.1              
Direct Investment Commitment. 


 


(a)               
On and subject to the terms and conditions hereof, each Direct Equity Investor agrees, severally (in accordance with its Direct
Investment Portion) and not jointly, to purchase (the “Direct Investment Commitment”), and the Company agrees
to sell to such Direct Equity Investor, at the Closing, its Direct Investment Portion of the Direct Investment Shares for the aggregate
applicable Per Share Purchase Price. For purposes of this Agreement, an Equity Commitment Party’s Direct Investment Commitment,
Rights Offering Equity Commitment and Rights Offering Backstop Commitment is referred to
as its “Equity Commitment”.


 






    19


     


    

 


Section 2.2              
Equity Commitment Party Default; Replacement of Defaulting Equity Commitment Party.


 


(a)               
Upon the occurrence of an Equity Commitment Party Default, the Equity Commitment Parties (other than any Defaulting Equity Commitment
Party) shall have the right and opportunity (but not the obligation), within ten (10) Business Days after receipt of written notice from
the Company to all non-defaulting Equity Commitment Parties of such Equity Commitment Party Default (such ten (10) Business Day period,
the “Equity Commitment Party Replacement Period”), to make arrangements for one or more of the Equity Commitment
Parties and their respective Related Purchasers who agree to be bound by this Agreement (other than the Defaulting Equity Commitment Party)
to purchase all or any portion of the Available Shares (such purchase, an “Equity Commitment Party Replacement”)
on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed upon by all of the Equity
Commitment Parties and their respective Related Purchasers electing to purchase all or any portion of the Available Shares, or, if no
such agreement is reached, based upon the relative applicable Equity Commitment Percentages of any such Equity Commitment Parties (other
than any Defaulting Equity Commitment Party) (such Equity Commitment Parties and Related Purchasers the “Replacing Equity
Commitment Parties”). Any Available Shares purchased by a Replacing Equity Commitment Party (and any commitment and applicable
aggregate Per Share Purchase Price associated therewith) shall be included, among other things, in the determination of (x) the Unsubscribed
Shares required to be purchased by such Replacing Equity Commitment Party for all purposes hereunder and (y) the Equity Commitment
Percentage of such Replacing Equity Commitment Party for purposes of Section 2.3(a) and Section 3.1. If an Equity
Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Equity Commitment Party
Replacement to be completed within the Equity Commitment Party Replacement Period.


 


(b)               
Notwithstanding anything in this Agreement to the contrary, if an Equity Commitment Party is a Defaulting Equity Commitment Party,
it shall not be entitled to any of the Expense Reimbursement or indemnification provided, or to be provided, under or in connection with
this Agreement or any of the amounts payable pursuant to Section 2.4(d); provided that to the extent that (i) a
Replacing Equity Commitment Party satisfies an Equity Commitment Party Default with an Equity Commitment Party Replacement in accordance
with Section 2.2(a) and (ii) such Defaulting Equity Commitment Party would have otherwise been entitled to any of the
amounts payable pursuant to Section 2.4(d), such Replacing Equity Commitment Party shall be entitled to such amounts. To the
extent any such Defaulting Equity Commitment Party has received any Expense Reimbursement in accordance with this Agreement, such Defaulting
Equity Commitment Party shall return such amounts to the Company promptly following such default.


 


(c)               
If all or any portion of the Available Shares are not purchased by the Equity Commitment
Parties and their respective Related Purchasers (other than the Defaulting Equity Commitment Party) during the Equity Commitment Party
Replacement Period, the Company has the right, but not the obligation, within 30 Business Days following expiration of the Equity Commitment
Party Replacement Period, to issue and sell to one or more Persons the remaining portion of the Available Shares of the Defaulting Equity
Commitment Party without the consent of any of the Plan Sponsors. Following the issuance and sale of any Available Shares in accordance
with Section 2.2(b) or this Section 2.2(c), the Parties shall revise and update Schedule 1 hereto to reflect
any changes in the identity of the Equity Commitment Parties, their Equity Commitments and their Equity Commitment Percentages.


 


(d)               
For the avoidance of doubt, notwithstanding anything to the contrary set forth herein, no provision of this Agreement shall relieve
any Defaulting Equity Commitment Party from liability hereunder, or limit the availability of the remedies of any other Party in connection
with any such Defaulting Equity Commitment Party’s Equity Commitment Party Default.


 






    20


     


    

 



 


Section 2.3              
Escrow Account Funding.


 


(a)               
No later than the tenth (10th) day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent
shall, on behalf of the Company, deliver to each Backstop Investor a written notice (the “Funding Notice”) setting
forth (i) the number of Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Rights Offering
Subscription Price therefor; (ii) the aggregate number of Unsubscribed Shares, if any, and the aggregate Common Per Share Purchase Price
therefor; (iii) the Backstop Investor’s Backstop Percentage and the aggregate number of Unsubscribed Shares (based upon such Backstop
Percentage) to be issued and sold by the Company to such Backstop Investor in accordance with Section 2.7(b), and the aggregate
Common Per Share Purchase Price therefor; (iv) the aggregate amount of Equity Commitments satisfied as of such time and the percentage
of the Equity Commitment Percentage represented thereby; and (v) subject to the last sentence of Section 2.3(b), the Escrow
Account, to which such Backstop Investor shall deliver and pay the aggregate Common Per Share Purchase Price for such Backstop Investor’s
Backstop Percentage of the Unsubscribed Shares required to be purchased by such Backstop Investor in accordance with Section 2.7(b)
and, if applicable, the aggregate Rights Offering Subscription Price for the Rights Offering Shares such Equity Commitment Party has subscribed
for in the Rights Offering. The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information
and documentation relating to the information contained in the applicable Funding Notice as any Equity Commitment Party may reasonably
request. For the avoidance of doubt, in no event shall the aggregate amount paid by any Backstop Investor pursuant to this Section 2.3(a)
with respect to its Rights Offering Backstop Commitment exceed an amount equal to (i) such Backstop Investor’s Backstop Percentage
multiplied by (ii) the Rights Offering Backstop Amount.


 


(b)               
No later than the Business Day immediately preceding the Closing Date or such earlier date agreed with the Plan Sponsors pursuant
to the escrow agreement satisfactory to the Plan Sponsors and the Company, each acting reasonably, which earlier date shall not be earlier
than the fourth (4th) Business Day following expiration of the Marketing Period or more than three (3) Business Days prior
to the planned Closing Date (the “Escrow Account Funding Date”), each Equity Commitment Party shall deliver
and pay an amount equal to the sum of (i) the aggregate Common Per Share Purchase Price for the Rights Offering Shares pursuant to such
Equity Commitment Party’s Rights Offering Equity Commitment (if any) plus (ii) the aggregate Common Per Share Purchase Price
for the Unsubscribed Shares to be purchased in accordance with Section 2.7(b) pursuant to such Equity Commitment Party’s
Rights Offering Backstop Commitment plus (iii) the aggregate Per Share Purchase Price for the Common Stock and Preferred Stock
to be purchased pursuant to such Equity Commitment Party’s Direct Investment Commitment, by wire transfer of immediately available
funds in U.S. dollars into the escrow account (the “Escrow Account”) designated in such escrow agreement in
satisfaction of such Equity Commitment Party’s Equity Commitment and its obligations to fully exercise its Subscription Rights.
For the avoidance of doubt, the obligations of each Equity Commitment Party pursuant to this paragraph shall be several and not joint.
If this Agreement is validly terminated, all amounts deposited by each Equity Commitment Party in the Escrow Account shall be returned
to such Equity Commitment Party in accordance with the terms of the escrow agreement.


 


Section 2.4              
Closing.


 


(a)                Subject
to Article VII, unless otherwise mutually agreed in writing between the Company and the Plan Sponsors, the closing of
the transactions contemplated by this Agreement (the “Closing”) shall take place electronically,
at 10:00 a.m. New York City time, on the Effective Date. The date on which the Closing actually occurs shall be referred to
herein as the “Closing Date”. Notwithstanding the foregoing, if the Marketing Period has not ended at the
time the Closing would otherwise occur pursuant hereto, then the Closing will occur on the earlier of (i) any Business Day during
the Marketing Period specified by the Company on no less than two (2) Business Days’ prior written notice to the Equity
Commitment Parties and (ii) the first (1st) Business Day following the final day of the Marketing Period (subject, in the case of
each of (i) and (ii), to the satisfaction or waiver (to the extent permitted hereunder) of all of the conditions set forth in Article VII,
other than those conditions that by their nature can be satisfied only on the Closing Date, but subject to the satisfaction or
waiver (to the extent permitted hereunder) of such conditions).


 






    21


     


    

 


(b)               
At the Closing, the funds held in the Escrow Account shall, as applicable, be released and utilized in accordance with the Plan.


 


(c)               
At the Closing, the Company will issue the applicable Rights Offering Shares, the Unsubscribed Shares and the Direct Investment
Shares to each Equity Commitment Party (or to its designee in accordance with Section 2.5) against payment of the aggregate
Per Share Purchase Price for such applicable Rights Offering Shares, the Unsubscribed Shares and the Direct Investment Shares purchased
by such Equity Commitment Party, in satisfaction of such Equity Commitment Party’s Equity Commitment. The entry of any Rights Offering
Shares, the Unsubscribed Shares and Direct Investment Shares to be delivered pursuant to this Section 2.4(c) into the account
of an Equity Commitment Party pursuant to the Company’s book entry procedures and delivery to such Equity Commitment Party of an
account statement reflecting the book entry of such Rights Offering Shares, the Unsubscribed Shares and Direct Investment Shares shall
be deemed delivery of such Rights Offering Shares, the Unsubscribed Shares and Direct Investment Shares for purposes of this Agreement.
Notwithstanding anything to the contrary in this Agreement, all Rights Offering Shares, the Unsubscribed Shares and Direct Investment
Shares will be delivered with all issue, stamp, transfer, sales and use, or similar transfer Taxes or duties that are due and payable
(if any) in connection with such delivery duly paid by the Company on behalf of the Company. The Shares to be issued pursuant to the Rights
Offering and this Agreement shall be, or shall be eligible to be, issued, transferred or held through the facilities of The Depository
Trust Company.


 


(d)               
At the Closing, the Company shall issue to each Backstop Investor or its designee, as a backstop fee (the “Backstop
Fee”) in respect of such Backstop Investor’s Rights Offering Backstop Commitment, a number of shares of Common Stock
equal to the quotient of (1) the product of (A) 10%, multiplied by (B) the aggregate Backstop Percentage of such
Backstop Investor, multiplied by (C) the Rights Offering Backstop Amount, divided by (2) the Common Per Share
Purchase Price. The Backstop Fee payable to the Preferred Equity Plan Sponsor and its Related Purchasers shall be determined based on
the Backstop Percentage of such Persons as reflected on Schedule 1 attached hereto as of the date hereof and shall not be affected
by any adjustments to the relevant Backstop Percentage thereafter. For Tax purposes, unless otherwise required by a change in applicable
Law or contrary determination (as defined in Section 1313(a) of the Code), the parties hereto agree to treat the Backstop Fee (i) as premium
paid by the Company to the Backstop Investors in exchange for the issuance of a put right to the Company with respect to the Unsubscribed
Shares and (ii) as not subject to withholding tax under Sections 1441 and 1442 of the Code and not take any tax position inconsistent
with the positions described in clauses (i) and (ii).


 


Section 2.5              
Designation and Assignment Rights.


 


(a)                Each
Equity Commitment Party shall have the right to instruct, by written notice to the Company no later than two (2) Business Days prior
to the Closing Date, that all or any portion of its Direct Investment Shares or Unsubscribed Shares, as applicable, to be issued
pursuant to its Equity Commitment, be issued in the name of, and delivered to one or more of its Related Purchasers upon receipt by
the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the
Company and signed by such Equity Commitment Party and the applicable Related Purchaser, (ii) specify the number of Direct
Investment Shares and Unsubscribed Shares to be delivered to or issued in the name of each such Related Purchaser, and
(iii) contain a confirmation by each such Related Purchaser of the accuracy of the representations made by the applicable
Equity Commitment Party under this Agreement as applied to such Related Purchaser; provided that no such designation pursuant
to this Section 2.5(a) shall relieve any Equity Commitment Party from any of its obligations under this Agreement.


 






    22


     


    

 


(b)               
Subject to Section 2.5(c), each Common Equity Plan Sponsor shall have the right to Transfer all or any portion of its
Equity Commitment, in each case to any other Equity Commitment Party or such other Equity Commitment Party’s Related Purchaser (each,
an “Existing Equity Commitment Party Purchaser”) or any other Person (other than a Prohibited Transferee (as
defined in the Preferred Stock Term Sheet)); provided that (i) any such Existing Equity Commitment Party Purchaser shall be an
Equity Commitment Party or its Related Purchaser as of immediately prior to such Transfer, (ii) the transferring Equity Commitment
Party and Existing Equity Commitment Party Purchaser or such other Person shall have duly executed and delivered to the Company written
notice of such Transfer, and (iii) such Existing Equity Commitment Party Purchaser or such other Person shall deliver to the Company a
joinder to this Agreement, in a form reasonably acceptable to the Company, pursuant to which such Person agrees to be fully bound by this
Agreement (if it is not already so fully bound) and contains a confirmation of the accuracy of the representations made by each Equity
Commitment Party under this Agreement as applied to such Person. Notwithstanding anything to the contrary, any Transfer under this Section 2.5(b)
to a Person who is not a Plan Sponsor, unless otherwise consented to by the Company in writing, shall not relieve the applicable Common
Equity Plan Sponsor of such Transferred obligations under this Agreement until such amount is funded by the transferee on or prior to
the Closing Date.


 


(c)               
Notwithstanding anything to the contrary in this Section 2.5, no Common Equity Plan Sponsor shall be entitled to assign
or Transfer (x) more than twenty-five percent (25%) of its Equity Commitments (disregarding for this purpose any Direct Investment Preferred
Commitments) or (y) any of its Direct Investment Preferred Commitments, in either case to any Person(s) (other than to another Common
Equity Plan Sponsor or its Related Purchasers) without the prior written consent of the Company and the Preferred Equity Plan Sponsor.
Notwithstanding the foregoing, in no event shall the aggregate Equity Commitments in respect of Common Stock held, directly or indirectly,
by the Common Equity Plan Sponsors be less than 42% of the Common Stock issued or to be issued as of the Closing.


 


(d)                (i)
Each Equity Commitment Party that is not a Common Equity Plan Sponsor shall have the right to Transfer all or any portion of its
Equity Commitment to any Existing Equity Commitment Party Purchaser or other Person (other than a Prohibited Transferee (as defined
in the Preferred Stock Term Sheet)), provided that (A) the Transferring Equity Commitment Party and such Person shall provide
written notice to the Company of such Transfer and (B) such Existing Equity Commitment Party Purchaser or other Person shall deliver
to the Company a joinder to this Agreement, in a form reasonably acceptable to the Company, pursuant to which such Existing Equity
Commitment Party Purchaser or other Person agrees to be fully bound by this Agreement (if it is not already so fully bound) and
contains a confirmation of the accuracy of the representations made by each Equity Commitment Party under this Agreement as applied
to such Person. Any Transfer under this Section 2.5(d)(i) to a Person who is not a Plan Sponsor, unless otherwise
consented to by the Company in writing, shall not relieve the applicable Equity Commitment Party of such Transferred obligations
until such amount is funded by the transferee on or prior to the Closing Date. (ii) Each Equity Commitment Party that is not a
Common Equity Plan Sponsor shall have the right to Transfer all or any portion of its Rights Offering Equity Commitment to any
Person (each a “Rights Offering Commitment Purchaser”); provided that (A) the transferring Equity
Commitment Party and the Rights Offering Commitment Purchaser shall provide written notice to the Company of such Transfer, (B) the
Rights Offering Commitment Purchaser shall deliver to the Company a joinder to this Agreement, pursuant to which the Rights Offering
Commitment Purchaser agrees to be fully bound by this Agreement (if it is not already so fully bound) and contains a confirmation of
the accuracy of the representations made by each Equity Commitment Party under this Agreement as applied to such Rights Offering
Commitment Purchaser; and (C) unless otherwise consented to by the Company in writing, such Transfer shall not relieve the
transferring Equity Commitment Party of such Transferred obligations under this Agreement, except to the extent such obligations are
actually satisfied by the applicable Rights Offering Commitment Purchaser.


 






    23


     


    

 


(e)               
Each Equity Commitment Party that is not a Common Equity Plan Sponsor shall have the right to Transfer all or any portion of its
Rights Offering Backstop Commitment to any Common Equity Plan Sponsor; provided that the transferring Equity Commitment Party shall
provide written notice to the Company of such Transfer. Any Transfer permitted under this Section 2.5(e) to a Common Equity
Plan Sponsor shall not relieve the transferring Equity Commitment Party of such Transferred obligations under this Agreement without the
prior written consent of the Company, except to the extent such obligations are actually satisfied by the applicable transferee Common
Equity Plan Sponsor.


 


(f)                
Other than as expressly set forth in this Section 2.5, no Equity Commitment Party shall be permitted to Transfer all
or any portion of its Subscription Rights or Equity Commitment. Any Transfer made (or attempted to be made) in violation of this Agreement
shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Company or any
Equity Commitment Party, and shall not create (or be deemed to create) any obligation or liability of any other Equity Commitment Party
or any Debtor to the purported transferee or limit, alter or impair any agreements, covenants, or obligations of the proposed transferor
under this Agreement. After the Closing, nothing in this Agreement shall limit or restrict in any way the ability of any Equity Commitment
Party (or any permitted transferee thereof) to Transfer any of the Shares or any interest therein; provided that any such Transfer
shall be made pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements
thereunder and pursuant to applicable securities Laws and in accordance with the New Registration Rights Agreement.


 


Section 2.6              
The Rights Offerings; Subscription Rights.


 


(a)               
On and subject to the terms and conditions hereof, the Company shall conduct the Rights Offering pursuant to and in accordance
with the Rights Offering Procedures, this Agreement and the Plan.


 


(b)               
If requested by the Plan Sponsors or the Backstop Investors, from time to time prior to the Rights Offering Expiration Time (and
any permitted extensions thereto), the Company shall notify, or cause the Rights Offering Subscription Agent to notify, within two (2)
Business Days of receipt of such request by the Company, the Plan Sponsors and the Backstop Investors of the aggregate number of Subscription
Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the Rights Offering as of the
most recent practicable time before such request. The Rights Offering will be conducted, and the Rights Offering Shares issued, in reliance
upon the exemption from registration provided in Section 4(a)(2) of the Securities Act. The offer and sale of the Unsubscribed Shares
purchased by the Backstop Investors pursuant to this Agreement will be conducted in reliance upon the exemption from registration under
Section 4(a)(2) of the Securities Act.


 


Section 2.7              
Rights Offerings Backstop Commitments.


 


(a)                On
and subject to the terms and conditions hereof, each Backstop Investor agrees, severally and not jointly, to exercise (and cause any
of its Related Purchasers to exercise) all Subscription Rights that are issued to it (or such Related Purchaser) pursuant to the
Rights Offering, and duly purchase all Rights Offering Shares issuable to it (or such Related Purchaser) pursuant to such exercise,
in accordance with the Rights Offering Procedures and this Agreement, and agrees to fund the aggregate Rights Offering Subscription
Price therefor in accordance with Section 2.3(b) notwithstanding anything to the contrary in the Rights Offering
Procedures; provided that any Backstop Investor that breaches its obligations hereunder shall be liable to each Backstop
Investor that has not so defaulted, and to the Company, as a result of any such breach of its obligations hereunder. The obligations
of each Backstop Investor to duly purchase all Rights Offering Shares issuable to it as described in this Section 2.7(a)
shall be referred to as such Equity Commitment Party’s “Rights Offering Equity Commitment”.


 






    24


     


    

 


(b)               
On and subject to the terms and conditions hereof, each Backstop Investor agrees, severally (in accordance with its Backstop Percentage)
and not jointly, to purchase, and the Company agrees to sell to such Backstop Investor, at the Closing, the number of Unsubscribed Shares
equal to (i) such Backstop Investor’s Backstop Percentage multiplied by (ii) the aggregate number of Unsubscribed Shares, rounded
among the Backstop Investors solely to avoid fractional shares as the Plan Sponsors may determine in their sole discretion for the aggregate
Common Per Share Purchase Price for all such Unsubscribed Shares; provided that in no event shall (x) the aggregate amount
paid by the Backstop Investors pursuant to Section 2.7(a) or this Section 2.7(b) exceed the Rights Offering Backstop
Amount or (y) the aggregate amount paid by any Backstop Investor pursuant to Section 2.7(a) and this Section 2.7(b)
exceed an amount equal to (i) such Backstop Investor’s Backstop Percentage multiplied by (ii) the Rights Offering Backstop
Amount. In no event shall any rounding pursuant to the immediately preceding sentence reduce the aggregate commitment of such Backstop
Investors or the aggregate number of Unsubscribed Shares to be issued. The obligations of each Backstop Investor to purchase its Backstop
Percentage of the Unsubscribed Shares as described in this Section 2.7(b) shall be referred to as such Backstop Investor’s
 “Rights Offering Backstop Commitment”.


 


Article III



EXPENSE REIMBURSEMENT


 


Section 3.1              
Expense Reimbursement.


 


(a)               
In accordance with and subject to the entry of the EPCA Approval Order, and subject to the terms of this Agreement, the Company
shall or shall cause the Debtors to pay or reimburse, in accordance with Section 3.1(b) below and without duplication, all
reasonable and documented out-of-pocket fees (including success fees, transaction fees or similar fees) and expenses (including travel
costs and expenses) of (i) Kirkland & Ellis as counsel to the Common Equity Plan Sponsors, (ii) Alvarez & Marsal Corporate Performance
Improvement, LLC as advisor to the Common Equity Plan Sponsors, (iii) Guggenheim Securities, LLC, as financial advisor to the Common Equity
Plan Sponsors, (iv) Morris, Nichols, Arsht & Tunnell LLP as funds counsel to the Common Equity Plan Sponsors, (v) Paul, Weiss, Rifkind,
Wharton & Garrison LLP (“Paul, Weiss”) as counsel to the Preferred Equity Plan Sponsor, (vi) Morgan,
Lewis & Bockius LLP as regulatory counsel to the Preferred Equity Plan Sponsor, (vii)  Glenn Agre Bergman & Fuentes LLP,
as advisor to the Ad Hoc Equity Committee, (viii) Pericles Capital Advisors LLC, as financial advisor to the Ad Hoc Equity Committee
through its broker-dealer affiliate, Odeon Capital Group, LLC, (ix) one local counsel to the Equity Commitment Parties as reasonably required
in each applicable jurisdiction and (x) any other professionals, advisors, or experts retained from time to time with the prior written
consent of the Company by or on behalf of the Plan Sponsors or the other Equity Commitment Parties, incurred in connection with the Chapter
11 Cases, including to implement the Restructuring Transactions, in each case incurred on behalf of such Person in connection with the
due diligence investigation, negotiation, execution and performance of any transaction (including any applicable filing or similar fees
required to be paid in any applicable jurisdiction) contemplated by this Agreement (including in connection with the enforcement by such
Equity Commitment Party of its rights hereunder), the Chapter 11 Cases, the Plan Support Agreement or the Plan, regardless of when
such fees are or were incurred (such payment obligations in clauses (i) through (x), “Expense Reimbursement”).


 






    25


     


    

 


(b)                The
Expense Reimbursement accrued and unpaid through the date on which the EPCA Approval Order is entered shall be paid in accordance
with the EPCA Approval Order as promptly as reasonably practicable after the date of the entry of the EPCA Approval Order. The
Expense Reimbursement incurred thereafter shall be payable by the Debtors within ten (10) Business Days from receipt of the
applicable summary invoice in accordance with the EPCA Approval Order; provided that the Debtors’ final payment shall
be made contemporaneously with the Closing or following the valid termination of this Agreement pursuant to Article IX
other than Section 9.2(b)(i), Section 9.2(b)(iv), Section 9.2(b)(vi), Section 9.3(a), Section 9.3(b), Section 9.3(f), Section 9.3(g)
or Section 9.3(i) in each case in accordance with this Section 3.1; provided that if the Expense
Reimbursement becomes payable following the valid termination of this Agreement pursuant to this sentence, the unpaid portion of the
Expense Reimbursement through the date of termination shall be payable in cash to the Equity Commitment Parties by the later of two
(2) Business Days following such valid termination and two (2) Business Days after the date the Equity Commitment Parties deliver to
the Company in writing, reasonable documentation evidencing the costs and expenses included in the Expense Reimbursement; provided
further that if this Agreement is terminated pursuant to Section 9.3(b), then, notwithstanding anything in the
foregoing to the contrary, the Debtors’ final Expense Reimbursement for expenses accrued and unpaid through the date of such
termination shall be made following the termination of this Agreement in accordance with its terms to all Equity Commitment Parties
who are not in breach of this Agreement. For the avoidance of doubt, the Debtors may pay the Expense Reimbursement without any
requirement: (i) of any professionals to file a fee application with the Bankruptcy Court; (ii) for review or approval by the
Bankruptcy Court or any other party (other than the Debtors); or (iii) to provide itemized time detail by such professionals; provided
that the applicable advisors will provide additional detail as reasonably requested by the Debtors. The Expense Reimbursement shall,
pursuant to the EPCA Approval Order, constitute allowed administrative expenses against each of the Debtors’ estates under
sections 503(b) and 507 of the Bankruptcy Code. For the avoidance of doubt, the amount payable pursuant to this Section 3.1
shall be determined without duplication of any recovery under the Plan Support Agreement or the Plan. In no event shall any Equity
Commitment Party be entitled to the payment of Expense Reimbursement more than once.


 


Article IV



REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Except (i) as set forth in the
corresponding section of the Company Disclosure Schedules or (ii) as disclosed in the Company SEC Documents filed with the SEC on or after
January 1, 2020 and publicly available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system prior to the date hereof
(excluding the exhibits, annexes and schedules thereto, any disclosures contained in the “Forward-Looking Statements” or “Risk
Factors” sections thereof, or any other statements that are similarly predictive, cautionary or forward looking in nature), the
Company and the other Debtors, jointly and severally, hereby represent and warrant to the Equity Commitment Parties (unless otherwise
set forth herein, as of the date of this Agreement and as of the Closing Date) as set forth below.


 


Section 4.1              
Organization and Qualification. Each of the Debtors (a) is a duly organized and validly existing corporation,
limited liability company or limited partnership, as the case may be, and, if applicable, in good standing (or the equivalent thereof)
under the Laws of the jurisdiction of its incorporation or organization, except in the case of any Subsidiary of the Hertz Corp., where
such failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) has the corporate
or other applicable power and authority to own, lease or operate its property and assets and to transact the business in which it is currently
engaged and presently proposes to engage and (c) except where the failure to have such authority or qualification would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect is duly qualified and is authorized to do business and
is in good standing in each jurisdiction where the conduct of its business as currently conducted requires such qualifications.


 






    26


     


    

 


Section 4.2              
Corporate Power and Authority.


 


(a)               
The Company has, subject to entry of the EPCA Approval Order, the Order approving the Rights Offering Procedures and the Confirmation
Order, the requisite corporate power and authority (i) (A) to enter into, execute and deliver this Agreement and to perform the EPCA
Approval Obligations and (B) to perform each of its other obligations hereunder and (ii) subject to entry of the Disclosure Statement
Order, to consummate the transactions contemplated herein and in the Plan, to enter into, execute and deliver all agreements to which
it will be a party as contemplated by this Agreement and the Plan (this Agreement, the Plan, the Disclosure Statement, the Plan Support
Agreement, the Rights Offering Procedures, the New Reorganized Debt, and such other agreements and any Plan Supplements or documents referred
to herein or therein or hereunder or thereunder, collectively, the “Transaction Agreements”) and to
perform its obligations under each of the Transaction Agreements (other than this Agreement). Subject to the receipt of the foregoing
Orders, as applicable, the execution and delivery of this Agreement and each of the other Transaction Agreements and the consummation
of the transactions contemplated hereby and thereby have been or will be duly authorized by all requisite corporate action on behalf of
the Company, and no other corporate proceedings on the part of the Company are or will be necessary to authorize this Agreement or any
of the other Transaction Agreements or to consummate the transactions contemplated hereby or thereby.


 


(b)               
Subject to entry of the EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order, each of the other Debtors
has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver each Transaction Agreement to which
such other Debtor is a party and to perform its obligations thereunder. Subject to entry of the EPCA Approval Order, the Disclosure Statement
Order and the Confirmation Order, the execution and delivery of the Transaction Agreements to which such Debtor is party and the consummation
of the transactions contemplated thereby have been or will be duly authorized by all requisite action (corporate or otherwise) on behalf
of each other Debtor party thereto, and no other proceedings on the part of any other Debtor party thereto are or will be necessary to
authorize the Transaction Agreements to which such Debtor is party or to consummate the transactions contemplated thereby.


 


Section 4.3              
Execution and Delivery; Enforceability. Subject to the entry of the EPCA Approval Order, the Disclosure Statement
Order and the Confirmation Order, as applicable, this Agreement will have been and each other Transaction Agreement will be, duly executed
and delivered by the Company and, to the extent applicable, each of the other Debtors party thereto. Upon entry of the EPCA Approval Order,
the Disclosure Statement Order and, as applicable, the Confirmation Order, and assuming due and valid execution and delivery hereof by
the Equity Commitment Parties, the EPCA Approval Obligations will constitute the valid and legally binding obligations of the Company
enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other similar Laws now or hereafter in effect relating to creditor’s rights generally and subject to general principles of equity.
Upon entry of the EPCA Approval Order and assuming due and valid execution and delivery of this Agreement and the other Transaction Agreements
by the Equity Commitment Parties and, to the extent applicable, any other parties hereof and thereof, each of the obligations of the Company
and, to the extent applicable, the other Debtors hereunder and thereunder will constitute the valid and legally binding obligations of
the Company and, to the extent applicable, the other Debtors, enforceable against the Company and, to the extent applicable, the other
Debtors, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws
now or hereafter in effect relating to creditor’s rights generally and subject to general principles of equity.


 






    27


     


    

 


Section 4.4              
Authorized and Issued Equity Interests.


 


(a)               
On the Closing Date, the authorized capital of the Company shall be consistent with the terms of the Plan, the Plan Support Agreement
and Disclosure Statement and the Shares shall be consistent with the terms of the Plan, the Plan Support Agreement and the Disclosure
Statement. Except as set forth in the Plan or the Disclosure Statement, on the Closing Date no shares of capital stock or other equity
securities or voting interest in the Company will have been issued, reserved for issuance or be outstanding.


 


(b)               
Except as described in this Section 4.4 and except as set forth in the Company Organizational Documents, and this Agreement,
as of the Closing Date, none of the Debtors will be party to or otherwise bound by or subject to any outstanding option, warrant, call,
right, security, commitment, Contract, arrangement or undertaking (including any preemptive right) that (i) obligates the Debtors
to issue, deliver, sell or transfer, or repurchase, redeem or otherwise acquire, or cause to be issued, delivered, sold or transferred,
or repurchased, redeemed or otherwise acquired, any shares of the capital stock of, or other equity or voting interests in, any of the
Debtors or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity or voting interest in,
any of the Debtors, (ii) obligates any of the Debtors to issue, grant, extend or enter into any such option, warrant, call, right,
security, commitment, Contract, arrangement or undertaking, (iii) restricts the Transfer of any shares of capital stock of any of
the Debtors (other than any restrictions, subject to the approval of the Plan Sponsors, included in the New Reorganized Debt or any corresponding
pledge agreement) or (iv) relates to the voting of any equity interests in any of the Debtors.


 


Section 4.5              
Issuance. Subject to the entry of the EPCA Approval Order, the Disclosure Statement Order, and the Confirmation
Order, the Shares to be issued hereunder and pursuant to the Plan will, when issued and delivered on the Closing Date in exchange for
the aggregate Per Share Purchase Price, be duly and validly authorized, issued and delivered and shall be fully paid and non-assessable,
and free and clear of all Taxes, Liens (other than Transfer restrictions imposed hereunder or under the Company Organizational Documents
or by applicable Law), preemptive rights, subscription and similar rights (other than any rights set forth in the Company Organizational
Documents).


 


Section 4.6              
No Conflict. Assuming the consents described in Section 4.7 are obtained, the execution and delivery
by the Company and, as applicable, any other Debtor, of this Agreement, the Plan and the other Transaction Agreements, the compliance
by the Company and, as applicable, any other Debtor, with the provisions hereof and thereof and the consummation of the transactions contemplated
herein and therein will not (a) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute
a default under (with or without notice or lapse of time, or both), or result, except to the extent specified in the Plan, in the acceleration
of, or the creation of any Lien under, or cause any payment or consent to be required under any Contract to which a Debtor is a party,
(b) result in any violation of the provisions of any of the Debtors’ organizational documents (other than, for the avoidance of
doubt, a breach or default that would be triggered as a result of the Chapter 11 Cases or the Company’s or any Debtor’s undertaking
to implement the Restructuring Transactions through the Chapter 11 Cases), or (c) result in any violation of any Law or Order applicable
to any Debtor or any of their properties, except in each of the cases described in clause (a) or (c) for any conflict, breach, modification,
violation, default, acceleration or Lien which would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 






    28


     


    

 


Section 4.7               Consents
and Approvals. No consent, approval, authorization, Order, registration or qualification
of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties (each, an
 “Applicable Consent”) is required for the execution and delivery by the Company and, to the extent
relevant, the other Debtors, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company
and, to the extent relevant, the other Debtors, with the provisions hereof and thereof and the consummation of the transactions
contemplated herein and therein, except for (a) the entry of the EPCA Approval Order authorizing the Company to execute and
deliver this Agreement and perform the EPCA Approval Obligations, (b) entry of the Disclosure Statement Order, (c) entry by the
Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Chapter 11 Cases from
time-to-time; (d) the entry of the Confirmation Order, (e) filings, notifications, authorizations, approvals, consents,
clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws or, if and as required or
otherwise deemed advisable by the relevant Parties after good faith discussions, under the CFIUS Statute or any similar foreign
investment (or foreign direct investment (FDI)) Laws in connection with the transactions contemplated by this Agreement,
(f) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or
 “Blue Sky” Laws in connection with the purchase of the Direct Investment Shares, Rights Offering Shares and Unsubscribed
Shares by the Equity Commitment Parties; and (g) any Applicable Consents that, if not made or obtained, would not reasonably be
expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries taken as a whole.


 


Section 4.8              
Financial Statements. The financial statements filed with the SEC as a part of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) present fairly in all material respects
the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the results of their operations,
changes in stockholders’ equity and cash flows for the periods specified (the “Financial Statements”). Such
Financial Statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied
on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. PricewaterhouseCoopers
LLP and Ernst & Young LLP, each of which has expressed its opinion with respect to the Financial Statements (which term as used in
this Agreement includes the related notes thereto) filed with the Form 10-K, is (i) an independent registered public accounting firm as
required by the Securities Act, the Exchange Act, and the rules of the Public Company Accounting Oversight Board (“PCAOB”),
(ii) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X
under the Securities Act and (iii) a registered public accounting firm as defined by the PCAOB whose registration has not been suspended
or revoked and who has not requested such registration to be withdrawn. The Company and its Subsidiaries have no liabilities, obligations,
or commitments required by GAAP to be disclosed or reflected or reserved on the balance sheet of the Company included in the Financial
Statements other than (a) those which are adequately reflected or reserved against in the Financial Statements; (b) those which have been
incurred in the ordinary course of business since the date of the Financial Statements; (c) any obligation or commitment arising out of
or incurred in connection with this Agreement, the Plan, the Plan Support Agreement or the Restructuring Transaction or (d) that have
not resulted in and are not reasonably expected to result in a Material Adverse Effect.


 


Section 4.9              
Company SEC Documents. Since January 1, 2020, the Company has filed with or furnished to the SEC all reports, schedules,
forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished
to the SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date hereof, each
of the Company SEC Documents materially complied with the requirements of the Exchange Act or the Securities Act applicable to such Company
SEC Documents. There are no material comments to the Company SEC Documents raised by the SEC that remain unresolved as of the date hereof.


 


Section 4.10          
Absence of Certain Changes. Since December 31, 2020 to the date of this Agreement, except as disclosed in any filing
with the Bankruptcy Court prior to the date hereof, no Event has occurred or exists which has, or would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 






    29


     


    

 





Section 4.11          No
Violation; Compliance with Laws.
(a) The Company is not in violation of its certificate of incorporation, charter or bylaws, and (b) no other Debtor is in violation of
its respective certificate of incorporation or formation, charter, bylaws, limited liability company operating agreement or similar organizational
document in any material respect. None of the Debtors is or has been at any time since January 1, 2019 in violation of any Law or Order,
except for any such violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


Section 4.12          
Legal Proceedings. Other than the Chapter 11 Cases and any claim, adversary proceedings or contested matters commenced
in connection therewith, (a) there are no legal, governmental, administrative, judicial or regulatory investigations, audits, actions,
suits, claims, arbitrations, demands, demand letters, claims, notices of noncompliance or violations, or proceedings (“Legal
Proceedings”) pending or, to the Knowledge of the Company, threatened to which any of the Debtors is a party or to which
any property of any of the Debtors is the subject, and (b) to the Knowledge of the Company, no event has occurred or circumstances exist
that may give rise to, or serve as a basis for, any such Legal Proceeding, in each case that in any manner draws into question the validity
or enforceability of this Agreement, the Plan or the other Transaction Agreements or that would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


Section 4.13          
Labor Relations. Except as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, there are no labor disputes pending, or to the Knowledge of the Company, threatened in writing against any of the Debtors.


 


Section 4.14          
Intellectual Property and Data Privacy.


 


(a)               
Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each (i) trademark
and service mark registrations and applications, (ii) copyright registrations, (iii) domain name registrations and (iv) patents and patent
applications, in each case, that are owned by one of the Debtors, are subsisting, valid, in full force and effect and have not expired
or been cancelled, abandoned or otherwise terminated, and the payment of all renewal and maintenance fees and expenses in respect thereof,
and all filings related to renewal and maintenance, have been duly and timely made.


 


(b)               
Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each of the
Debtors owns, possesses, or can acquire on reasonable terms, the right to use, all of the patents, patent rights, trademarks, service
marks, trade names, copyrights, and domain names (collectively, “Intellectual Property Rights”) that are necessary
for the operation of their respective businesses, (ii) upon the consummation of the transactions contemplated by this Agreement, all Intellectual
Property Rights owned by the Debtors that are necessary for the operation of their respective businesses as presently conducted shall
survive and be available for use in the same manner and on substantially the same terms as of immediately prior to the date hereof, (iii)
to the Knowledge of the Company, none of the Debtors is interfering with, infringing upon, misappropriating or otherwise violating in
any material respect any valid Intellectual Property Rights of any Person, (iv) no claim or litigation regarding any of the foregoing
that is (or would be) reasonably expected to have a Material Adverse Effect is pending or, to the Knowledge of the Company, threatened
in writing, (v) to the Knowledge of the Company, no third party is misappropriating or infringing any Intellectual Property Rights owned
by the Debtors, and (vi) to the Knowledge of the Company, no Intellectual Property Right owned by the Debtors is subject to any outstanding
Order, judgment, decree or stipulation restricting or limiting in any material respect the use or licensing thereof by the Debtors.


 






    30


     


    

 





(c)               
 Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each of the
Debtors complies in all material respects with applicable Law, as well as its own rules, policies, and procedures, relating to privacy,
data protection and the collection, retention, protection and use of personal information collected, used or held for use by it and its
Subsidiaries, (ii) each of the Debtors complies in all material respects with the applicable Payment Card Industry Data Security Standard
with respect to any payment card data that it and its Subsidiaries has collected or handled, (iii) each of the Debtors complies in all
material respects with all Material Contracts under which a Debtor is a party to or bound by relating to privacy, data protection and
the collection, retention, protection and use of personal information collected, used or held for use by a Debtor and (iv) no claim or
litigation regarding any of the foregoing that is (or would be) reasonably expected to have a Material Adverse Effect is pending or, to
the Knowledge of the Company, threatened in writing. To the Knowledge of the Company, except as would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, there have been no security breaches in the information technology systems
of any of the Debtors.


 


Section 4.15          
Title to Real and Personal Property.


 


(a)               
Property. Each of the Debtors has valid title to its properties and assets (including, for the avoidance of doubt, its vehicles,
if applicable), in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability
to conduct its business as currently conducted or to utilize such properties and assets for their respective currently intended purposes,
and except where the failure (or failures) to have such title would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect; provided, however, the enforceability of leases with respect to any such leased Real Properties
or leased personal property may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other
laws affecting creditor’s rights generally or general principles of equity, including the Chapter 11 Cases.


 


(b)               
Leased Property. Each of the Debtors is in compliance with all obligations under all leases with respect to leased Real
Property to which it is a party that have not been rejected in the Chapter 11 Cases, except where the failure to comply would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of the Debtors has received written notice
of any good faith claim asserting that such leases are not in full force and effect, except leases for Real Property in respect of which
the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. Except as set forth in the Company Disclosure Schedules, none of the Debtors has received written notice of any claim that has
been asserted by anyone adverse to the rights of the Debtors under any leases for Real Property mentioned above or affecting the rights
of the Debtors to the continued possession of the leased premises under any such lease except for such claim that would not reasonably
be expected have, individually or in the aggregate, a Material Adverse Effect.


 


Section 4.16           No
Undisclosed Relationships. Other than Contracts or other direct or indirect relationships between or among the Company
and any of its Subsidiaries, there are no Contracts or other direct or indirect relationships existing as of the date hereof between
or among any of the Debtors, on the one hand, and any director, officer or any Person or group (as such term is defined under the
Exchange Act) holding more than five percent (5%) of the issued and outstanding stock of the Company and that as of the date hereof
has made a filing under Schedule 13(d) or Schedule 13(g) pursuant to the Exchange Act in respect of the Company’s securities,
on the other hand, that are required by the Exchange Act to be described in the Company’s SEC Documents and that are not so
described, except for the transactions contemplated by the Transaction Agreements. A correct and complete copy of any Contract
existing as of the date hereof between or among any of the Debtors, on the one hand, and any director, officer or any Person or
group (as such term is defined under the Exchange Act) holding more than five percent (5%) of the issued and outstanding stock of
the Company and that as of the date hereof has made a filing under Schedule 13(d) or Schedule 13(g) pursuant to the Exchange Act in
respect of the Company’s securities that is required by the Exchange Act to be described in the Company’s SEC Documents
is filed as an exhibit to the Form 10-K.


 






    31


     


    

 


Section 4.17          
Licenses and Permits. The Debtors possess all licenses, permits and other authorizations issued by the appropriate
Governmental Entities that are necessary to the conduct of the business of the Debtors, except where the failure to possess, make or give
the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2019,
none of the Debtors (a) has received written notice of any revocation or modification of any such license, certificate, permit or authorization
from the applicable Governmental Entity with authority with respect thereto, or (b) has any reason to believe that any such license, certificate,
permit or authorization will not be renewed in the ordinary course, except to the extent that any of the foregoing would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 4.18          
Environmental. (a) Except as to matters that would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect, since January 1, 2019, no written notice, claim, demand, request for information, Order, complaint or penalty
has been received by any of the Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened in
writing which allege a violation of or liability under any applicable Environmental Laws, in each case relating to any of the Debtors,
(b) except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each
Debtor has received and maintained in full force and effect, all permits, licenses and other approvals required under applicable Environmental
Law, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January
1, 2019, to the Knowledge of the Company, has been, in compliance with the terms of such permits, licenses and other approvals and with
all applicable Environmental Laws, (c) to the actual Knowledge of the Company, no Hazardous Material is located at, on or under any property
currently owned, operated or leased by any of the Debtors that would reasonably be expected to give rise to any cost, liability or obligation
of any of the Debtors under any applicable Environmental Laws, other than costs, liabilities or obligations related to asset retirement
obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (d) since December 31, 2019, no Hazardous
Material has been Released, generated, owned, treated, stored or handled by any of the Debtors, and no Hazardous Material has been transported
to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of any
of the Debtors under any applicable Environmental Laws other than costs, liabilities, or obligations related to asset retirement obligations
incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect. Notwithstanding the generality of any other representations and
warranties in this Agreement, the representations and warranties in this Section 4.18 constitute the sole and exclusive representations
and warranties in this Agreement with respect to any environmental, health or safety matters, including any arising under or relating
to Environmental Laws or Hazardous Materials.


 


Section 4.19          
Tax Matters.


 


(a)               
Each of the Debtors and their Subsidiaries has timely filed or caused to be timely filed all U.S. federal, state, provincial, local
and non-U.S. income and other material Tax Returns required to have been filed by it, and each such Tax Return is true and correct in
all material respects;


 






    32


     


    

 


(b)                Each
of the Debtors and their Subsidiaries has timely paid or caused to be timely paid all income and other material Taxes (whether or
not shown to be due and payable on its Tax Returns) with respect to all Tax periods or portions thereof ending on or before the date
hereof (except Taxes to the extent the non-payment thereof is permitted by the Bankruptcy Code; provided that, to the extent
any Taxes have not been paid either because of the relief afforded by the Bankruptcy Code or because such Taxes are being contested,
the anticipated payment of such Taxes pursuant to the Plan or any reserve for such Taxes is reflected in the financial information
provided to the Plan Sponsors), and each of the Debtors and their Subsidiaries has properly collected and remitted sales, use and
similar Taxes;


 


(c)               
As of the date hereof, with respect to the Debtors and their Subsidiaries, other than in connection with the Chapter 11 Cases,
(i) no claims for deficiency have been asserted in writing by a Governmental Entity with respect to any income or other material Taxes,
which claims have not been satisfied, settled or withdrawn; (ii) no presently effective waivers or extensions of statutes of limitation
with respect to Taxes or Tax Returns have been given or requested; (iii) there is no currently outstanding audit, assessment, dispute,
examination or claim concerning any Tax liability or Tax Returns by, and no written notification of intention to examine has been received
from, the IRS or any other Governmental Entity;


 


(d)               
Neither the Debtors nor any of their Subsidiaries has entered into any agreement with the IRS or any Governmental Entity
that will bind, or otherwise affect, any material Tax of any Debtor or any Subsidiary thereof after the Closing Date;


 


(e)               
All material Taxes that the Debtors and their Subsidiaries were required by Law to withhold or collect in connection with amounts
paid or owing to any employee, independent contractor, creditor, stockholder or other third party have been duly withheld or collected,
and have been timely paid or remitted to the proper authorities to the extent due and payable;


 


(f)                
There are no material Liens with respect to Taxes upon any of the assets or properties of the Debtors and their Subsidiaries, other
than Permitted Liens;


 


(g)               
The unpaid Taxes of the Debtors and their Subsidiaries do not exceed the reserves for Tax liability set forth on the Financial
Statements of the Debtors and their Subsidiaries as adjusted for the passage of time through the Closing Date in accordance with the past
custom and practice of the Debtors and their Subsidiaries;


 


(h)               
Neither the Debtors nor any of their Subsidiaries currently is, or has been in the last three (3) years (and, to the Knowledge
of the Company, prior to the last three (3) years), a party to any Tax allocation, Tax sharing, Tax indemnity, Tax reimbursement agreement
or arrangement. During the period following the June 30, 2016 distribution of Hertz Global Holdings, Inc.’s stock from HERC Holdings,
Inc., neither the Debtors and their Subsidiaries: (i) has been a member of a group filing any consolidated, combined, unitary or similar
group under applicable state, local or non-U.S. Law (other than the current group the common parent of which is the Company) nor (ii)
has any liability for the Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any similar provision
of Law), as a transferee or successor, by Contract, or otherwise;


 


(i)                
Neither the Debtors nor any their Subsidiaries has (i) deferred its obligation to pay any Tax, or delayed its obligation to file
any Tax Return pursuant to any COVID-19 Measure that remains unpaid (whether or not due) or not filed, nor (ii) deferred the withholding
of any Taxes under any COVID-19 Measure;


 


(j)                 The
Debtors and their Subsidiaries: (i) have not participated in or have any liability or obligation with respect to any “listed
transaction” within the meaning of Section 6707A(c)(2) of the Code and as set forth in Treasury Regulations Section
1.6011-4(b)(2); (ii) in the previous three (3) years have not been a party to (or distributed the stock of another Person or had its
stock distributed by another Person in) a transaction that was purported or intended to be governed by Section 355 or Section 361 of
the Code; nor (iii) is a party to a gain recognition agreement under Section 367 of the Code (or any similar provision of Law);


 






    33


     


    

 


(k)               
None of the Debtors nor any Subsidiary thereof will be required to include any item of income in, or exclude any item of deduction
from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in, or use
of an improper, method of accounting for a taxable period beginning on or prior to the Closing Date, (ii) any agreement (including a “closing
agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law))
executed with the IRS or any Governmental Entity on or prior to the Closing Date, (iii) installment sale or open transaction disposition
made on or prior to the Closing Date, (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date, or (v)
any material item of income that accrued for financial accounting purposes (taking into account any differences between book and Tax income)
in a period prior to the Closing Date;


 


(l)                
None of the Debtors nor any Subsidiary thereof has made any election pursuant to Section 965(h) of the Code; and


 


(m)             
None of the Debtors nor any Subsidiary thereof has been a “United States real property holding corporation” within
the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.


 


Section 4.20          
Employee Benefit Plans.


 


(a)               
None of the Debtors nor any of their ERISA Affiliates sponsor, maintain, contribute to, or has an obligation to contribute to,
or has in the last five (5) years sponsored, maintained or contributed to, or had an obligation to contribute to, any Multiemployer Plan
or a single employer defined benefit pension plan that is subject to Title IV of ERISA. Except as would not reasonably be expected to
result, individually or in the aggregate, in a Material Adverse Effect, no condition exists that could reasonably be expected to result
in any liability to the Debtors under Title IV of ERISA.


 


(b)               
Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect to the Debtors,
there are no pending, or to the Knowledge of the Company, threatened in writing claims, sanctions, actions or lawsuits, asserted or instituted
against any Company Benefit Plan or any Person as fiduciary or sponsor of any Company Benefit Plan, in each case other than claims for
benefits in the normal course.


 


(c)               
None of the Company Benefit Plans obligates any Debtor to provide, nor has any Debtor promised or agreed to provide, retiree or
post-employment health or life insurance or benefits, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B
of the Code or any similar Law for which the covered Person pays the full cost of coverage.


 


(d)               
Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, all compensation
and benefit arrangements of the Debtors and all Company Benefits Plans comply and have complied in both form and operation with their
terms and all applicable Laws and legal requirements. None of the Debtors, has any obligation to provide any individual with a “gross
up” or similar payment in respect of any Taxes that may become payable under Section 409A or 4999 of the Code.


 


(e)                Except
as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, all liabilities
(including all employer contributions and payments required to have been made by any of the Debtors) under or with respect to any
compensation or benefit arrangement of any of the Debtors have been properly accounted for in the Company’s Financial
Statements in accordance with GAAP.


 






    34


     


    

 


(f)                
Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (i) each
of the Debtors has complied and is currently in compliance with all Laws and legal requirements in respect of personnel, employment and
employment practices; (ii) all service providers of each of the Debtors are correctly classified as employees, independent contractors,
or otherwise for all purposes (including any applicable Tax and employment policies or Law); and (iii) the Debtors have not and are not
engaged in any unfair labor practice.


 


Section 4.21          
Internal Control and Disclosure Controls. The Company has established and maintains disclosure controls and procedures
(as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to
the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal
financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange
Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most
recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since
the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weaknesses in
the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal
control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred
during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.


 


Section 4.22          
Material Contracts. Except as set forth in the Company Disclosure Schedules and other than as a result of a rejection
motion filed by any of the Debtors in the Chapter 11 Cases, no Material Contracts have been terminated and all Material Contracts are
enforceable by and against the Debtors party thereto and, to the Knowledge of the Company, each other party thereto (except where the
failure to be enforceable does not constitute, and would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect), and, since January 1, 2019, no written notice to terminate, in whole or a material portion thereof, any Material Contract
has been delivered to any of the Debtors (except where such termination would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect). Other than as a result of the filing of the Chapter 11 Cases or any rejection motion filed by any
of the Debtors in the Chapter 11 Cases, none of the Debtors nor, to the Knowledge of the Company, any other party to any Material Contract,
is in material default or breach under the terms thereof, in each case, except for such instances of material default or breach that would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 4.23          
No Unlawful Payments. Since January 1, 2016, none of the Debtors, nor to the Knowledge of the Company, any of their
respective directors, officers or, to the Knowledge of the Company, employees has, in any material respect: (a) used any funds of any
of the Debtors for any unlawful contribution, gift, entertainment or other unlawful expense, in each case for the purpose of corruptly
influencing any foreign governmental official; (b) made any direct or indirect unlawful payment to any foreign government official or
employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as
amended; or (d) made any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment.


 






    35


     


    

 


Section 4.24          
Compliance with Money Laundering and Sanctions Laws.


 





(a)               
 The operations of the Company and the Debtors are and, since January 1, 2019, have been at all times conducted in compliance in
all material respects with applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions
Reporting Act of 1970, the money laundering statutes of all jurisdictions in which the Debtors operate (and the rules and regulations
promulgated thereunder) and any related or similar applicable Laws (collectively, the “Money Laundering Laws”)
and in all material respects with applicable financial or economic sanctions administered or enforced by any relevant Governmental Entity,
including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“Sanctions”). None of
the Company or the Debtors or any of their respective Subsidiaries or any of the respective officers, directors or, to the Knowledge of
the Company or the Debtors, employees of the Company, the Debtors or the respective Subsidiaries of the Company and the Debtors is the
subject or target of any Sanctions. No Legal Proceeding by or before any Governmental Entity or any arbitrator involving any of Company
or the Debtors with respect to Money Laundering Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.


 


Section 4.25          
No Broker’s Fees. None of the Debtors is a party to any Contract with any Person (other than this Agreement)
that would give rise to a valid claim against the Equity Commitment Parties for a brokerage commission, finder’s fee or like payment
in connection with this Agreement or any transactions contemplated hereby.


 


Section 4.26          
Insurance. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect: (a) Debtors have insured their properties and assets against such risks and in such amounts as are customary for companies engaged
in similar businesses; and (b) the Debtors have no reason to believe that they will not be able to renew their existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at
a cost that would not have a Material Adverse Effect.


 


Article V



REPRESENTATIONS AND WARRANTIES OF THE EQUITY COMMITMENT PARTIES


 


Each Equity Commitment Party,
severally and not jointly, represents and warrants, as to itself only, as of the date of this Agreement and as of the Closing Date as
set forth below.


 


Section 5.1              
Organization. The Equity Commitment Party is a legal entity duly organized, validly existing and, if applicable,
in good standing (or the equivalent thereof) under the Laws of its jurisdiction of incorporation or organization.


 


Section 5.2              
Organizational Power and Authority. The Equity Commitment Party has the requisite power and authority (corporate
or otherwise) to enter into, execute and deliver this Agreement and each other Transaction Agreement to which the Equity Commitment Party
is a party and to perform its obligations hereunder and thereunder and has taken all necessary action (corporate or otherwise) required
for the due authorization, execution, delivery and performance by it of this Agreement and the other Transaction Agreements.


 


Section 5.3               Execution
and Delivery; Enforceability. This Agreement and each other Transaction Agreement to which the Equity Commitment Party
is a party (a) has been, or prior to its execution and delivery will be, duly and validly executed and delivered by the Equity
Commitment Party and (b) upon entry of the EPCA Approval Order and assuming due and valid execution and delivery hereof and
thereof by the Company and the other Debtors (as applicable), will constitute valid and legally binding obligations of the Equity
Commitment Party, enforceable against the Equity Commitment Party in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws limiting creditors’ rights
generally or by equitable principles relating to enforceability.


 






    36


     


    

 



 


Section 5.4              No
Conflict. Assuming that the consents referred to in clauses (a) and (b) of Section 5.5 are obtained,
the execution and delivery by the Equity Commitment Party of this Agreement and each other Transaction Agreement to which the Equity
Commitment Party is a party, the compliance by the Equity Commitment Party with all of the provisions hereof and thereof and the
consummation of the transactions contemplated herein and therein (a) will not conflict with, or result in breach, modification,
termination or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of
time or both), or result in the acceleration of, or the creation of any Lien under, any Contract to which the Equity Commitment
Party is party or is bound or to which any of the property or assets or the Equity Commitment Party are subject, (b) will not result
in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of the Equity
Commitment Party and (c) will not result in any material violation of any Law or Order applicable to the Equity Commitment
Party or any of its properties, except in each of the cases described in clauses (a) or (c), for any conflict, breach,
modification, termination, violation, default, acceleration or Lien which would not reasonably be expected, individually or in the
aggregate, to prohibit or materially and adversely impact the Equity Commitment Party’s performance of its obligations under
this Agreement.


 


Section 5.5              Consents
and Approvals. No consent, approval, authorization, Order, registration or qualification of or with any Governmental
Entity having jurisdiction over the Equity Commitment Party or any of its properties is required for the execution and delivery by
the Equity Commitment Party of this Agreement and each other Transaction Agreement to which the Equity Commitment Party is a party,
the compliance by the Equity Commitment Party with the provisions hereof and thereof and the consummation of the transactions
contemplated herein and therein, except (a) any consent, approval, authorization, Order, registration or qualification which,
if not made or obtained, would not reasonably be expected, individually or in the aggregate, to prohibit or materially and adversely
impact the Equity Commitment Party’s performance of its obligations under this Agreement and each other Transaction Agreement
to which the Equity Commitment Party is a party and (b) filings, notifications, authorizations, approvals, consents, clearances
or termination or expiration of all applicable waiting periods under any Antitrust Laws or any foreign direct investment Laws or any
similar foreign investment Laws in connection with the transactions contemplated by this Agreement and each other Transaction
Agreement, other than the CFIUS Statute.


 


Section 5.6              No Registration. The Equity Commitment Party understands that (a) the Shares have not been registered under the
Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends
on, among other things, the bona fide nature of the investment intent and the accuracy of the Equity Commitment Party’s representations
as expressed herein or otherwise made pursuant hereto, and (b) the Shares cannot be resold by the Equity Commitment Party unless subsequently
registered under the Securities Act or an exemption from registration is available.


 


Section 5.7              Purchasing
Intent. The Equity Commitment Party is acquiring the Shares for its own account or accounts or funds over which it holds
voting discretion, not otherwise as a nominee or agent, and not otherwise with the view to, or for resale in connection with, any distribution
thereof not in compliance with applicable securities Laws, and the Equity Commitment Party has no present intention of selling, granting
any other participation in, or otherwise distributing the same, except in compliance with applicable securities Laws.


 






    37


     


    

 


Section 5.8               Sophistication;
Investigation. The Equity Commitment Party has such knowledge and experience in financial and business matters such that
it is capable of evaluating the merits and risks of its investment in the Shares. The Equity Commitment Party is an
 “accredited investor” within the meaning of Rule 501(a) of the Securities Act or a “qualified institutional
buyer” within the meaning of Rule 144A of the Securities Act. The Equity Commitment Party understands and is able to bear
any economic risks associated with such investment (including the necessity of holding such shares for an indefinite period of
time). The Equity Commitment Party has independently evaluated the merits and risks of its decision (including consulting its own
legal, Tax, economic and other advisors) to enter into this Agreement, acknowledges that it has reviewed and understands the terms
and of the Preferred Stock, and disclaims reliance on any representations or warranties, either express or implied, by or on behalf
of any of the Debtors or any other person or any of their Representatives.


 


Section 5.9              
No Broker’s Fees. None of the Equity Commitment Parties, any Related Purchaser, or their respective Affiliated
Funds is a party to any Contract with any Person that would give rise to a valid claim against any of the Debtors for a brokerage commission,
finder’s fee or like payment in connection with this Agreement or any of the transactions contemplated hereby.


 


Section 5.10            
Sufficient Funds.


 


(a)               The Equity Commitment Party has and shall maintain through the Closing, access to sufficient available cash funds (in the form
of limited partner capital commitments and/or fund-level credit facilities) to perform all of its obligations under this Agreement, including
the ability to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering, and fully fund such Equity
Commitment Party’s Equity Commitment.


 


(b)               The Equity Commitment Party acknowledges that its obligations under this Agreement and the other Transaction Agreements are not
conditioned in any manner upon its obtaining financing.


 


Section 5.11            
Legal Proceedings. Other than as may exist or arise in the Chapter 11 Cases, there are no Legal Proceedings pending
or, to the knowledge of the Equity Commitment Party, threatened in writing, to which the Equity Commitment Party or any of its Subsidiaries
is a party or to which any property of the Equity Commitment Party or any of its Subsidiaries is the subject, in each case that will (or
would be reasonably likely to) prohibit, delay, or adversely impact the Equity Commitment Party’s performance of its obligations
under this Agreement or the other agreements contemplated hereunder.


 


Section 5.12            
Additional Securities Law Matters.


 


(a)               The Equity Commitment Party has been advised by the Company that the Shares to be purchased pursuant to this Agreement are characterized
as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction
not involving a public offering and that the Equity Commitment Party must continue to bear the economic risk of the investment in such
securities unless the offer and sale of such securities is subsequently registered under the Securities Act and all applicable state or
foreign securities or “Blue Sky” Laws or an exemption from such registration is available.


 


(b)               The
Equity Commitment Party (i) is either a “qualified institutional buyer” within the meaning of Rule 144A of the
Securities Act or an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and (ii) has the
knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the
merits, risks and consequences of an investment in any Shares and is able to bear the economic risk of loss of such investment,
including the complete loss of such investment. The Equity Commitment Party further represents that it fully understands the
limitations on Transfer and restrictions on sales and other dispositions set forth in this Agreement.


 






    38


     


    

 


Article VI



ADDITIONAL COVENANTS


 


Section 6.1              
Orders Generally. The Company and the Equity Commitment Parties shall use their respective commercially reasonable
efforts, consistent with the Plan and the Plan Support Agreement (including the milestones contained therein), to (a) obtain the
entry of the EPCA Approval Order, the Disclosure Statement Order, the Order approving the Rights Offering Procedures, and the Confirmation
Order, and (b) cause the EPCA Approval Order, the Disclosure Statement Order and the Confirmation Order to become Final Orders (and
request that such Orders become effective immediately upon entry by the Bankruptcy Court pursuant to a waiver of Rules 3020 and 6004(h)
of the Bankruptcy Rules, as applicable), in each case, as soon as reasonably practicable, consistent with the Bankruptcy Code, the Bankruptcy
Rules and the Plan Support Agreement following the filing of the respective motion seeking entry of such Orders. The Company shall, to
the extent reasonably practicable, provide Kirkland & Ellis and Paul, Weiss, no later than three (3) calendar days prior to filing
with the Bankruptcy Court, to the extent reasonably practicable, copies of the proposed motions seeking entry of the EPCA Approval Order,
the Disclosure Statement Order, the Order approving the Rights Offering Procedures, and the Confirmation Order, any other Order necessary
or otherwise sought to effectuate the Restructuring and the EPCA Approval Order, the Disclosure Statement Order, the Order approving the
Rights Offering Procedures, and the Confirmation Order must be consistent with the Plan Support Agreement, the Plan and this Agreement
and otherwise in form and substance acceptable to the Plan Sponsors and the Company. Any material amendments, modifications, changes,
or supplements to the EPCA Approval Order, Disclosure Statement Order, Confirmation Order, the Order approving the Rights Offering Procedures,
any other Order necessary or otherwise sought to effectuate the Restructuring and any of the motions seeking entry of such Orders, must
be consistent with the Plan Support Agreement, the Plan and this Agreement and otherwise in form and substance acceptable to the Plan
Sponsors and the Company.


 


Section 6.2              
Confirmation Order; Plan and Disclosure Statement. The Debtors and the Equity Commitment Parties shall use their
respective commercially reasonable efforts to obtain entry of the Confirmation Order consistent with the Plan Support Agreement. The Company
shall promptly provide to Kirkland & Ellis and Paul, Weiss, and in no event later than three (3) calendar days prior to filing with
the Bankruptcy Court to the extent reasonably practicable, a copy of any proposed amendment, modification, supplement or change to the
Plan or the Disclosure Statement, and a reasonable opportunity to review and comment on such documents during such three (3) calendar
day period, and the Plan and the Disclosure Statement and each such amendment, modification, supplement or change to the Plan or the Disclosure
Statement must be consistent with the Plan Support Agreement, the Plan and this Agreement and otherwise in form and substance acceptable
to the Plan Sponsors and the Company. The Company shall promptly provide to Kirkland & Ellis and Paul, Weiss, and in no event later
than three (3) calendar days prior to filing with the Bankruptcy Court, a copy of the proposed Confirmation Order (together with copies
of any briefs, pleadings and motions related thereto), a reasonable opportunity to review and comment on such Order, briefs, pleadings
and motions during such three (3) calendar day period, and such Order, briefs, pleadings and motions must be consistent with the Plan
Support Agreement, the Plan and this Agreement and otherwise in form and substance acceptable to the Plan Sponsors and the Company.


 






    39


     


    

 


Section 6.3              
Conduct of Business.


 


(a)                Except
(1) as expressly required by the terms of this Agreement, the Plan Support Agreement, the Plan or any other Transaction Agreement,
(2) as set forth on Section 6.3 of the Company Disclosure Schedules, (3) as required by applicable Law or Order to which
the Company or any of its Subsidiary is bound or as required by any Governmental Entity, including as required by any Order of the
Bankruptcy Court (provided that no Debtor may petition for, seek, request or move for an Order of the Bankruptcy Court or
authorize, support or direct any other Person to petition, seek, request or move for, an Order of the Bankruptcy Court that would
circumvent the requirements of this Section 6.3), (4) in connection with, in the Company’s reasonable discretion,
any reasonable and prudent COVID-19 Measures (and provided that action taken pursuant to this clause (4) shall not materially
and adversely affect the Company and its Subsidiaries, taken as a whole), (5) in connection with the taking of any Emergency
Response, or (6) with the prior written consent of the Plan Sponsors, during the period from the date of this Agreement to the
earlier of the Closing Date and the date on which this Agreement is terminated in accordance with its terms (the
 “Pre-Closing Period”), the Company shall, and shall cause each of the other Debtors to, carry on its
business in the ordinary course of business in all material respects (including with respect to fleet optimization and working
capital) (taking into account in each case (A) the fact that the Chapter 11 Cases have commenced, (B) the fact that the business of
the Debtors will be operated while in bankruptcy) including by using commercially reasonable efforts to: (i) preserve intact its
businesses, (ii) preserve its material relationships with customers, vendors, suppliers, licensors, licensees, distributors and
others having material business dealings with any of the Debtors in connection with their business, (iii) keep available the
services of its officers and employees and (iv) file Company SEC Documents within the time periods required under the Exchange Act,
in each case in accordance with ordinary course practice.


 


(b)               
Except (i) as expressly required by the terms of this Agreement, the Plan Support Agreement, the Plan or any other Transaction
Agreement, (ii) as set forth on Section 6.3 of the Company Disclosure Schedules, (iii) as required by applicable Law or Order
to which the Company or any of its Subsidiaries is bound or as required by any Governmental Entity, including as required by any Order
of the Bankruptcy Court (provided that no Debtor may petition for, seek, request or move for an Order of the Bankruptcy Court or
authorize, support or direct any other Person to petition, seek, request or move for, an Order of the Bankruptcy Court that would circumvent
the requirements of this Section 6.3), (iv) in connection with, in the Company’s reasonable discretion, any reasonable
COVID-19 Measures, (v) in connection with the taking of any Emergency Response, or (vi) with the prior written consent of the Plan Sponsors
(which consent shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period the Debtors shall not, and shall
cause their Subsidiaries not to:


 


(i)               enter into, or amend, modify, terminate (other than an expiration at the end of its term), waive any rights under, supplement,
restate or make any other change to, any Material Contract or assume or reject any Material Contract in connection with the Chapter 11
Cases (other than any Material Contracts that are otherwise addressed by clause (iii) below),


 


(ii)              make any material amendment to any organizational documents of the Company or any of its Subsidiaries that would reasonably
be expected to adversely affect the Equity Commitment Parties or the transactions contemplated by this Agreement,


 


(iii)             (x)
enter into, or make any amendment, modification, waiver, supplement or other change to, any employment agreement with respect to an
employee of any Debtor with a title of senior vice president or higher to which any of the Debtors is a party, (y) increase the base
salary of any non-officer employee of any Debtor entitled to an annual base salary of less than $250,000 by more than 10%, provided that
this clause shall not prevent the Debtors from entering into any employment Contract with any employee in the ordinary course of
business, or (z) increase the annual base salary payable or to become payable by a Debtor to any of its respective officers or any
employees entitled to compensation in excess of $250,000 by more than 5%, excluding (A) in the case of clause (y) and (z), any
incentive compensation payable under a plan approved by the Bankruptcy Court prior to the date hereof; provided that such
incentive compensation was permitted under the terms of such plan as in effect on the date hereof, and (B) in the case of clause (y)
any incentive compensation payments in the ordinary course of business and consistent with past practice,


 






    40


     


    

 


(iv)             terminate the employment of any employee of the Debtors having an annual base salary in excess of $250,000 without cause,


 


(v)              (i) enter into, adopt or materially amend any employment agreements or any compensation or incentive plans (including equity
arrangements) with respect to employees with the title of Senior Vice President or higher or (ii) increase in any manner the compensation
or benefits (including severance) of any employees with the title of Senior Vice President or higher,


 


(vi)             enter into, or make any amendment, modification, waiver, supplement or other change to, any Contract (other than an employment
agreement or indemnification agreement) between any Debtor, on the one hand, and any director or officer of the Company or any of its
Subsidiaries or greater than five percent (5%) beneficial owner of any equity interests in the Company, on the other hand,


 


(vii)            commence any Legal Proceeding seeking damages in an amount in excess of $10,000,000,


 


(viii)           except
as set forth on Section 6.3(b)(viii) of the Company Disclosure Schedules, make any modification of existing rights under
or enter into any settlement regarding a breach, infringement, misappropriation or dilution of any material intellectual property of
any Debtor (other than the resolution of any claims that are part of the Chapter 11 Cases),


 


(ix)             make
any payment, discharge, settlement or compromise (or the offer to settle or compromise) any pending Legal Proceeding, which (x) requires
payment by a Debtor (exclusive of attorney’s fees) in excess of $10,000,000 in the aggregate or (y) which imposes restrictions
on the operations of any Debtor,


 


(x)              make or commit to make any non-fleet capital expenditures other than consistent with past practice in an amount not exceeding
$25,000,000 in the aggregate in any fiscal quarter,


 


(xi)             change
the financial accounting policies or procedures or methods of reporting income, deductions or other material items for financial accounting
purposes, except as required by changes in GAAP, SEC rules or applicable Law, or as permitted by GAAP, SEC rules or applicable Law in
connection with the Company’s emergence from operating as a debtor-in-possession pursuant to the Bankruptcy Code,


 


(xii)            (a)
sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including securitizations) or subject to any Lien (other
than Permitted Liens) or otherwise dispose of any portion of material properties or assets (other than vehicle fleet) having a fair market
value in excess of $25,000,000 in the aggregate (except Liens that exist or become effective pursuant to existing financing arrangements
and the transactions contemplated by the Donlen Purchase Agreement sales of rental car operations to franchisees in an amount not to
exceed $25,000,000 (excluding the value of the related fleet) for any individual transaction) or (b) acquire any material properties
or assets having a fair market value in excess of $25,000,000 (excluding vehicle fleet) in the aggregate,


 






    41


     


    

 


(xiii)           make any material change to existing insurance policies and programs or otherwise fail to maintain, with financially responsible
insurance companies, insurance in such amounts and against such risks and losses as is maintained by it at present,


 


(xiv)           make or change any material Tax election (other than making ordinary course Tax elections that must be made to comply with
standard Tax compliance obligations in the ordinary course of business),


 


(xv)            enter
into any Tax sharing agreement, Tax allocation agreement or Tax indemnity agreement (other than any commercial agreements or Contracts
not primarily related to Tax or any agreements among or between only the Company and/or any of its Subsidiaries),


 


(xvi)           settle or compromise any audit, assessment or other proceeding or claim for refund, in each case, relating to a material
amount of Taxes,


 


(xvii)          enter
into any closing agreement or other binding written agreement with, or apply for any ruling from, any Governmental Entity with respect
to any material Taxes,


 


(xviii)         file any material Tax Return (in a manner that is not consistent with past practice and only to the extent in accordance
with applicable Tax Law) or amend any Tax Return for income or other material Taxes, or


 


(xix)           make
any change in a Tax accounting period or any change in any income or other material method of Tax accounting (other than making ordinary
course method of Tax accounting method choices pertaining to the depreciation expense of the Debtors).


 


(c)               Except as otherwise provided in this Agreement, nothing in this Agreement shall give the Equity Commitment Parties, directly or
indirectly, any right to control or direct the operations of the Debtors. Prior to the Closing Date, the Debtors shall exercise, consistent
with the terms and conditions of this Agreement, complete control and supervision of the business of the Debtors.


 


Section 6.4              Severance
Obligations. On and subject to the occurrence of the Effective Date, the Reorganized Debtors
(a) shall covenant, agree, and undertake, as obligations of the Reorganized Debtors, that in the event that any individual who is
part of the Senior Management Team is terminated by the Reorganized Debtors without cause within the twelve (12) months immediately following
the Effective Date, the Reorganized Debtors shall, by not later than thirty (30) days after such termination, pay such terminated individual
a single lump-sum cash payment equal to two (2) times the value of such terminated individual’s annual base compensation (i.e.,
base salary and non-variable benefits), and (b) shall adopt and implement such other plans, policies, or agreements with respect
to employee severance (if any) on terms to be determined by the Reorganized Debtors.


 






    42


     


    

 


Section 6.5              Access
to Information.


 


(a)               Subject
to applicable Law and COVID-19 Measures, upon reasonable notice during the Pre-Closing Period, the Debtors shall (x) afford the Plan
Sponsors and their Representatives upon request reasonable access, during normal business hours and without unreasonable disruption or
interference with the business or operations of the Company and its Subsidiaries, except as would be imprudent or impossible in light
of any Emergency Event, to the Debtors’ employees, properties, books, Contracts and records and (y) furnish promptly to such Parties
all reasonable information concerning the Debtors’ business, properties and personnel as may reasonably be requested by any such
Party; provided that the Company and its Subsidiaries shall not be required to provide any information or access that the Company
reasonably believes would violate applicable Laws or Orders, including Antitrust Laws and data protection Laws, or the terms of any applicable
Contracts (including confidentiality obligations to a third party if the Company shall have used its commercially reasonable efforts
to obtain, but failed to obtain, the consent of such third party to such inspection or disclosure) or cause forfeiture of any attorney-client
privilege or an expectation of client confidence or any other rights to any evidentiary privilege. The Plan Sponsors shall utilize commercially
reasonable security measures in collecting, using and storing Debtors’ information, and accessing Debtors’ systems. All requests
for information and access made in accordance with this Section 6.5 shall be directed to an executive officer of the Company
or such Person as may be designated by the Company’s executive officers.


 


(b)               Information
to be obtained by any Equity Commitment Party and its Representatives in connection with the transactions contemplated by this Agreement
shall be subject to the provisions of the relevant confidentiality agreement by and between the Company and the applicable Equity Commitment
Party (or if such Equity Commitment Party is not party to a confidentiality agreement, the relevant confidentiality agreement by and
between the Company and the Common Equity Plan Sponsors, which shall continue in full force and effect through the Closing notwithstanding
any terms to the contrary contained therein, and such Equity Commitment Party agrees to be bound by the terms of such confidentiality
agreements as if it were a party thereto).


 


Section 6.6              Financial
Information. During the Pre-Closing Period, the Company shall deliver to Kirkland & Ellis, Paul, Weiss and Guggenheim
Securities, LLC (or other counsel and financial advisors to the Equity Commitment Parties or the designated Related Purchasers), all
statements and reports the Company is required to deliver to the lender under the DIP Facility as of the date hereof (the “Financial
Reports”) on a confidential basis and on the same schedule as the lenders under the DIP Facility receive such Financial
Reports. Neither any waiver by the parties to the DIP Facility of their right to receive the Financial Reports nor any amendment or termination
of the DIP Facility shall limit the Company’s obligation to deliver the Financial Reports to the Equity Commitment Parties in accordance
with the terms of this Agreement.


 


Section 6.7              Commercially
Reasonable Efforts.


 


(a)               Without
in any way limiting any other respective obligation of the Company or the Equity Commitment Parties in this Agreement, each Party shall
use (and the Company shall cause the other Debtors to use, and the Equity Commitment Parties shall cause each applicable Related Purchaser
to use) commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary,
proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Plan, including
using commercially reasonable efforts in:


 


(i)               timely
preparing and filing all necessary notices, reports and other filings of such Person and to obtain as promptly as practicable all consents,
registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Entity;


 






    43


     


    

 


(ii)              cooperating
with the defense of any Legal Proceedings in any way challenging (A) this Agreement, the Plan, the New Registration Rights Agreement,
or any other Transaction Agreement, (B) the EPCA Approval Order, the Disclosure Statement Order, or the Confirmation Order, or (C) the
consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining Order entered
by any Governmental Entity or the Bankruptcy Court vacated or reversed; and


 


(iii)             working together in good faith to finalize the Company Organizational Documents, the New Registration Rights Agreement,
the Transaction Agreements and all other documents relating thereto for timely inclusion in the Plan Supplement.


 


(b)               Subject
to applicable Laws or applicable rules relating to the exchange of information and in accordance with the Plan Support Agreement, the
Parties shall have the right to review in advance, and to the extent practicable each will consult with the others on all of the information
relating to Equity Commitment Parties or Related Purchasers or the Company and any of its Subsidiaries, as the case may be, and any of
their respective Subsidiaries or Related Purchasers or the Equity Commitment Parties, that appears in any filing made with, or written
materials submitted to, any third party and/or Governmental Entity in connection with the transactions contemplated by this Agreement
or the Plan; provided, however, that the Equity Commitment Parties are not required to provide for review in advance declarations
or other evidence submitted in connection with any filing with the Bankruptcy Court. In exercising the foregoing rights, the Parties
shall act as reasonably and as promptly as practicable.


 


(c)               
Nothing contained in this Section 6.7 shall limit the ability of an Equity Commitment Party, in furtherance of its
obligations to consummate and make effective the transactions contemplated by this Agreement, the Plan Support Agreement and the Plan,
to consult with the Company, to appear and be heard, or to file objections, concerning any matter arising in the Chapter 11 Cases
to the extent not inconsistent with the Plan Support Agreement, the Plan, this Agreement, or any other Transaction Agreement. For the
avoidance of doubt, nothing contained in this Section 6.7 or elsewhere in this Agreement shall limit any party in asserting
or contesting the Allowed amount of any Claim under the Plan, including with respect to any interest (or rate of interest) thereon.


 


Section 6.8              Company
Organizational and Other Documents. The Plan will provide that on the Effective Date, the Company Organizational Documents
will be duly authorized, approved, adopted and in full force and effect. Forms of the Company Organizational Documents shall be filed
with the Bankruptcy Court as part of the Plan Supplement or an amendment thereto.


 


Section 6.9              Use of Proceeds. The Debtors will apply the proceeds from the sale of the Shares for the purposes identified in
the Disclosure Statement, the Plan Support Agreement and the Plan.


 


Section 6.10            Share
Legend. Each certificate evidencing Shares issued hereunder shall be stamped or otherwise imprinted with a legend (the “Legend”)
in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
 “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.”


 






    44


     


    

 


In the event that any such Shares are
uncertificated, such Shares shall be subject to a restrictive notation substantially similar to the Legend in the share ledger or
other appropriate records maintained by the Company or agent and the term “Legend” shall include such
restrictive notation. The Company shall remove the Legend (or restrictive notation, as applicable) set forth above from the
certificates evidencing any such shares (or the share register or other appropriate Company records, in the case of uncertified
shares), upon request, at any time after the restrictions described in such Legend cease to be applicable, including, as applicable,
when such shares may be sold under Rule 144 of the Securities Act. The Company may reasonably request such opinions, certificates or
other evidence that such restrictions no longer apply as a condition to removing the Legend.


 


Section 6.11            Governmental
Approval.


 


(a)               Each
Party agrees to (i) make (and, in the case of an Equity Commitment Party, cause each of its Related Purchasers to make) any filings,
notifications, notices or submissions (or, if required by any Antitrust Authority, any drafts thereof) under the HSR Act and any other
Antitrust Laws, the CFIUS Statute, if and as required or otherwise deemed advisable after good faith discussions between the relevant
Parties, or any similar Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement (including
with respect to the direct or indirect investments being made into or through Amarillo LP in connection therewith) as soon as reasonably
practicable (and with respect to any filings required pursuant to the HSR Act, no later than ten (10) Business Days following the date
hereof), (ii) promptly furnish (and, in the case of an Equity Commitment Party, cause each of its Related Purchasers to furnish) any
documents or information reasonably requested by any Antitrust Authority or, if applicable, CFIUS and (iii) subject to Section 6.11(f),
take (and, in the case of an Equity Commitment Party, cause each of its Related Purchasers to take) all actions necessary to obtain the
required consents from any Antitrust Authority, including antitrust clearance under the HSR Act and under any other Antitrust Law, the
CFIUS Statute, any foreign investment (or foreign direct investment (FDI)), or similar Laws as promptly as practicable.


 


(b)               The
Company and each Equity Commitment Party agree, and each Equity Commitment Party agrees to cause each its Related Purchaser that will
be party to a filing or submission pursuant to any Antitrust Law, the CFIUS Statute or any similar Laws to (i) notify to the relevant
Governmental Entity any transaction contemplated by this Agreement, the Plan or the other Transaction Agreements (each Equity Commitment
Party and each such Related Purchaser, a “Filing Party”) and (ii) to reasonably cooperate with each other
as to the appropriate time of filing such notification and its content. The Company shall and each Equity Commitment Party shall, and
shall cause each of its related Filing Parties to, to the extent permitted by applicable Law: (i) promptly notify each other of,
and if in writing, furnish each other with copies of (or, in the case of substantive oral communications, advise each other orally) of
any substantive communications from or with any Antitrust Authority, or any other Governmental Entity under the CFIUS Statute or any
similar Law; (ii) not participate in any meeting with any Antitrust Authority, or any other Governmental Entity under the CFIUS
Statute or any similar Law unless it consults with each other Filing Party and the Company, as applicable, in advance and, to the extent
permitted by the Antitrust Authority, or any other Governmental Entity under the CFIUS Statute or any similar Law and applicable Law,
give each other Filing Party and the Company, as applicable, a reasonable opportunity to attend and participate thereat; (iii) furnish
each other Filing Party and the Company, as applicable, with copies of all substantive correspondence and communications between such
Filing Party or the Company and the Antitrust Authority, or any other Governmental Entity under the CFIUS Statute or any similar Law;
(iv) furnish each other Filing Party with such necessary information and reasonable assistance as may be reasonably necessary in
connection with the preparation of necessary filings or submission of information to the Antitrust Authority, or any other Governmental
Entity under the CFIUS Statute or any similar Law; and (v) not withdraw its filing, if any, under the HSR Act, any Antitrust Law,
the CFIUS Statute or any similar Laws without the prior written consent of the Plan Sponsors and the Company.


 






    45


     


    

 


(c)               Should
a Filing Party that will be party to a filing or submission under any Antitrust Laws, the CFIUS Statute or any similar Law need to submit
such filing or submission jointly with one or more other Filing Parties or the Company (each, a “Joint Filing Party”),
each Equity Commitment Party shall and shall cause such other applicable Joint Filing Party to promptly notify each other Joint Filing
Party of, and if in writing, furnish, at the applicable Party’s discretion where such correspondence includes information concerning
or regarding other Joint Filing Parties, each other Joint Filing Party with copies of (or, in the case of material oral communications,
advise each other Joint Filing Party orally of) any communications from or with any Antitrust Authority or, if applicable, CFIUS or any
other Governmental Entity in connection with the Joint Notice or any similar Law.


 


(d)               The communications contemplated by this Section 6.11 may be made by the Company or a Filing Party on an outside counsel-only
basis or subject to other agreed upon confidentiality safeguards. The obligations in this Section 6.11 shall not apply to
filings, correspondence, communications or meetings with Antitrust Authorities unrelated to the transactions contemplated by this Agreement,
the Plan or the other Transaction Agreements and shall not apply to any Filing Party that is not a party to the notified transaction.


 


(e)               Each Equity Commitment Party shall and shall cause each related Filing Party to take all actions requested by any Antitrust Authority,
or necessary to resolve any objections that may be asserted by any Antitrust Authority, with respect to the transactions contemplated
by this Agreement or the Plan under any Antitrust Law. Without limiting the generality of the foregoing, each Equity Commitment Party
shall and shall cause each related Filing Party to:


 


(i)               at its sole cost, comply with all restrictions and conditions, if any, imposed or requested by any Antitrust Authority with
respect to Antitrust Laws in connection with granting any necessary clearance or terminating any applicable waiting period including (1)
agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations,
divisions, businesses, product lines, customers or assets contemporaneously with or after the Closing and regardless as to whether a third
party purchaser has been identified or approved prior to the Closing, (2) taking or committing to take such other actions that may
limit such Filing Party’s freedom of action with respect to, or its ability to retain, one or more of its operations, divisions,
businesses, products lines, customers or assets, and (3) entering into any Order, consent decree or other agreement to effectuate any
of the foregoing;


 


(ii)              terminate any Contract or other business relationship as may be required to obtain any necessary clearance of any Antitrust
Authority or to obtain termination of any applicable waiting period under any Antitrust Laws;


 


(iii)             oppose fully and vigorously any request for, the entry of, and seek to have vacated or terminated, any Order or ruling of
any Antitrust Authority that could restrain, prevent or delay the Closing, including by defending through litigation, any action asserted
by any Person in any court or before any Antitrust Authority and by exhausting all avenues of appeal, including appealing properly any
adverse decision or Order by any Antitrust Authority, it being understood that the costs and expenses of all such actions shall be borne
by the relevant Filing Party.


 


(f)                Notwithstanding
anything to the contrary set forth in this Section 6.11 or other provision of this Agreement, no Equity Commitment Party
or Filing Party shall be required to take any action, make any undertaking, or agree to any remedy or condition that: (i) would be reasonably
expected to be material in relation to the value of the Company and its Subsidiaries, taken as a whole, (ii) materially affects such
Person’s ability to own and control the Company, (iii) would reasonably be expected to have a material adverse effect on such Person’s
(A) business, (B) financial condition, (C) results of operations, or (D) ownership, control, or operation over its businesses and assets
or (iv) requires the sale, divestiture, holding separate, licensing, acquisition by a third party, or other disposition of, or any material
portion with respect to, any portfolio company of any Equity Commitment Party, Filing Party or any of their respective Subsidiaries (each
of clauses (i) - (iv), a “Burdensome Condition”).


 






    46


     


    

 


(g)               Notwithstanding
the above, this Section 6.11 (with the exception of Section 6.11(b)(iv)) shall not apply to any Affiliates or
associates of the “Oaktree” Equity Commitment Parties set forth on Schedule 1 and will apply only to the ultimate
parent entities of such “Oaktree” Equity Commitment Parties.


 


Section 6.12            Alternative
Transactions.


 


(a)                Subject
to the other provisions of this Section 6.12, from the date of this Agreement until the earlier of the termination of this
Agreement in accordance with its terms and the Closing Date, (i) the Company shall, shall cause each of its officers, directors,
employees and Subsidiaries to, and shall use their reasonable best efforts to cause their other respective Representatives to, immediately
cease and terminate any ongoing solicitations, discussions and negotiations with respect to any Alternative Transaction, and (ii) each
of the Debtors and their Subsidiaries shall not, and shall instruct and direct their respective Representatives not to, other than to
inform any Person of the provisions of this Section 6.12, directly or indirectly, initiate, solicit, engage in or participate
in any discussions, inquiries or negotiations in connection with any proposal, expression of interest or offer relating to an Alternative
Transaction, afford access to the business, properties, assets, books or records of or provide any non-public information relating to
the Debtors or any of their Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or
encourage any effort by any Person that is seeking to make, or has made, an Alternative Transaction Proposal. It is agreed that any violation
of the restrictions on the Debtors set forth in this Section 6.12 by the Debtors or any of their Subsidiaries or any Representatives
thereof shall be a material breach of this Section 6.12 by the Debtors.


 


(b)               Notwithstanding
the foregoing clause (a), if following the date of this Agreement the Debtors or any of their Subsidiaries receive a bona
fide proposal, expression of interest or offer (whether written or unwritten) for an Alternative Transaction (an
 “Alternative Transaction Proposal”) from any Person not solicited in violation of this Section 6.12
the Board of Directors of the Company (the “Company Board”) (or a committee thereof) may, directly or
indirectly through the Company’s Representatives (i) contact any Person that has made an unsolicited Alternative Transaction
Proposal (and its advisors) for the purpose of clarifying the proposal and any terms thereof and the likelihood of consummation, so
as to determine whether such proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined
below) or (ii) if the Company Board shall have determined in good faith and after considering the advice of its outside counsel and
independent financial advisor, that such Alternative Transaction Proposal, constitutes, or could reasonably be expected to result
in, a Superior Transaction and that failure of the Company Board to pursue such Alternative Transaction Proposal would reasonably be
expected to result in a breach of the Company Board’s fiduciary duties under applicable Laws (a “Superior
Proposal”), the Company may, in response to such Superior Proposal: (x) furnish non-public information in response to
a request therefor by the Person that has submitted such unsolicited Superior Proposal if such Person has executed and delivered to
the Company a confidentiality agreement (a copy of which shall be provided to the Equity Commitment Parties within 24 hours of
execution thereof) on terms no less favorable than any confidentiality agreements entered into with any Plan Sponsor and if the
Company also promptly (and in any event within 24 hours after the time such information is provided to such Person) makes such
information available to the Equity Commitment Parties, to the extent not previously provided to the Equity Commitment Parties; and
(y) engage or participate in discussions and negotiations with such Person regarding such Superior Proposal. Subject to applicable
confidentiality restrictions and the conditions upon which the proposal was submitted, the Company shall provide (i) notice of all
Alternative Transaction Proposals (whether oral or written) to the Equity Commitment Parties, Kirkland & Ellis and Paul, Weiss
within twenty-four (24) hours after the time of receipt of such Alternative Transaction Proposal and (ii) a copy of each such
written Alternative Transaction Proposal or summary of each such oral Alternative Transaction Proposal. The Company shall also
notify the Equity Commitment Parties promptly if the Company Board determines that an Alternative Transaction Proposal is a Superior
Proposal, and in no event later than 24 hours following such determination.


 






    47


     


    

 


Section 6.13           Reorganized Company. The Parties shall work together in good faith and use commercially reasonable efforts to structure
and implement the Restructuring Transactions in a tax-efficient and cost-effective manner for the Debtors and the Equity Commitment Parties.
The Equity Commitment Parties may request at any time prior to the Disclosure Statement hearing that the Company be (1) organized
in a different form or jurisdiction or (2) that a Person other than the Company serve as the parent entity of the Debtors, the issuer
of the Shares and the issuer of equity interests in the Rights Offering; provided that, nothing in this Section 6.13 shall
require the Company or any of its Affiliates to take any actions that would reasonably be likely to delay the consummation of the Plan
or impede consummation of the Plan.


 


Section 6.14           Directors
and Officers Indemnity.


 


(a)               Each
Common Equity Plan Sponsor shall cause the Reorganized Company to ensure, and the Company immediately following the Effective Date shall
ensure, that all rights to indemnification now existing in favor of any individual who, at the date hereof or at the Effective Date,
is a director or officer of any non-debtor Subsidiary of the Company or who, at the request of the Company, served as a director, officer,
member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise
of any non-debtor Subsidiary of the Company (collectively, with such individual’s heirs, executors or administrators, the “D&O
Indemnified Persons”) as provided in the respective organizational or similar governing documents and indemnification agreements
to which any non-debtor Subsidiary of the Company is a party, shall survive the Effective Date and shall continue in full force and effect
for a period of not less than six (6) years from the Effective Date and that the indemnification agreements and the provisions with respect
to indemnification and limitations on liability set forth in such organizational or other governing documents shall not be amended, repealed
or otherwise modified; provided that in the event any claim or claims are asserted or made within such six (6) year period, all
rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither
the Company nor any of its Subsidiaries shall settle, compromise or consent to the entry of judgment in any action, proceeding or investigation
or threatened action, proceeding or investigation without the prior written consent of such Indemnified Person.


 


(b)               Prior
to or at the Closing, the Company will obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the
D&O Indemnified Persons as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance
carrier with the same or better credit rating as the existing directors’ and officers’ liability insurance policies as applicable
to the Company and its Subsidiaries as of immediately prior to the Closing (the “Existing D&O Policies”)
in an amount and scope at least as favorable in the aggregate as the Existing D&O Policies in effect immediately prior to Closing
with respect to matters existing or occurring at or prior to the Closing Date. The Company will not, or will cause its Subsidiaries to
not, cancel or change such insurance policies in any respect.


 


(c)                Notwithstanding
any other provisions hereof, the obligations of the Common Equity Plan Sponsors and the Company and its Subsidiaries contained in this
Section 6.14 shall be binding upon the successors and assigns of such Common Equity Plan Sponsors and the Company and its
Subsidiaries. In the event the Company or any of its Subsidiaries or any of their respective successors or assigns, (i) consolidates
with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and
in each case, proper provision shall be made so that the successors and assigns of the Company or such Subsidiary, as the case may be,
honor the indemnification and other obligations set forth in this Section 6.14.


 






    48


     


    

 


(d)               The
obligations of the Common Equity Plan Sponsors and the Company and its Subsidiaries under this Section 6.14 shall survive
the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Person to whom this Section 6.14
applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this
Section 6.14 applies shall be third-party beneficiaries of this Section 6.14, each of whom may enforce the provisions
of this Section 6.14).


 


Section 6.15            Tax Treatment. The Parties agree that the Company shall not treat as a dividend for U.S. federal income tax purposes
any amount in respect of the Preferred Stock owned by an Equity Commitment Party on account of the accrual of dividends at the Dividend
Rate (as defined in the Certificate of Designation), unless and until such dividends are declared and paid in cash, and shall not file
any Tax Return inconsistent with such treatment unless otherwise required by a change in Law or by the IRS or another Governmental Entity
following an audit or examination.


 


Section 6.16            AGS
Engagement Letter. Substantially concurrent with its execution of this Agreement, each of the Company and the Common Equity
Plan Sponsors shall execute and deliver the AGS Engagement Letter to Apollo Global Securities, LLC.


 


Section 6.17            HIL Facility. On or prior to the execution of this Agreement, the HIL Debt Commitment
Parties (a) shall provide debt financing in an aggregate amount of €250 million (the “HIL Debt Financing”),
(b) shall (and shall cause its Affiliates to) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable to consummate the transactions contemplated by the definitive documents related to the HIL Debt Financing consistent
with the terms of this Agreement, such definitive documents and the Plan and (c) shall execute and deliver the definitive documents related
to the HIL Debt Financing to the Company.


 


Article VII



CONDITIONS TO THE OBLIGATIONS OF THE PARTIES


 


Section 7.1              Conditions
to the Obligations of the Equity Commitment Parties. The obligations of the Equity Commitment Parties to consummate the transactions
contemplated hereby shall be subject to (unless waived in accordance with Section 7.2) the satisfaction of the following
conditions prior to or at the Closing:


 


(a)               EPCA
Approval Order. The Bankruptcy Court shall have entered the EPCA Approval Order consistent with the Plan, the Plan Support Agreement
and this Agreement and otherwise in form and substance acceptable to the Plan Sponsors, and such Order shall be a Final Order.


 


(b)               Disclosure Statement Order. The Bankruptcy Court shall have entered the Disclosure Statement Order consistent with the Plan,
the Plan Support Agreement and this Agreement and otherwise in form and substance acceptable to the Plan Sponsors, and such Order shall
be a Final Order.


 


(c)               Confirmation
Order. The Bankruptcy Court shall have entered the Confirmation Order consistent with the Plan, the Plan Support Agreement and this
Agreement and otherwise in form and substance satisfactory to the Plan Sponsors, and such Order shall be a Final Order.


 




    49


     


    

 


(d)               Plan.
The conditions to the occurrence of the Effective Date (other than any conditions relating to occurrence of the Closing and conditions
the satisfaction of which requires the taking of action by the Equity Commitment Parties) set forth in the Plan shall have been satisfied
or waived (other than such conditions that, by their terms, are to be satisfied as of the occurrence of the Effective Date of the Plan)
in accordance with the terms of the Plan.


 


(e)                Effective
Date. The Effective Date shall have occurred, or shall be deemed to have occurred, concurrently with the Closing, as applicable,
in accordance with the terms and conditions in the Plan and in the Confirmation Order.


 


(f)                Expense
Reimbursement. The Debtors shall have paid, or will pay concurrently with the Closing, all Expense Reimbursements accrued through
the Closing Date pursuant to Section 3.1; provided that invoices for such Expense Reimbursement must have been received
by the Debtors at least three (3) Business Days prior to the Closing Date in order to be required to be paid on the Closing Date.


 


(g)               Governmental
Approvals. (i) All waiting periods imposed by any Governmental Entity or Antitrust Authority in connection with the transactions
contemplated by this Agreement, including with respect to the direct or indirect investments being made into or through Amarillo LP in
connection therewith, shall have terminated or expired and (ii) all authorizations, approvals, consents or clearances under such Antitrust
Laws or otherwise required by Governmental Entities in connection with the transactions contemplated by this Agreement, including with
respect to the direct or indirect investments being made into or through Amarillo LP in connection therewith (for the avoidance of doubt,
not including any filing made pursuant to the CFIUS Statute, as CFIUS clearance under the CFIUS Statute shall not be a condition to Closing)
shall have been obtained, and no such authorizations, approvals, consents or clearances shall have imposed any Burdensome Conditions.


 


(h)               No Legal Impediment to Issuance. No Law or Order shall have become effective or been enacted, adopted or issued by any Governmental
Entity that prohibits the implementation of the Plan or the transactions contemplated by this Agreement;


 


(i)                Representations
and Warranties.


 


(i)               The representations and warranties of the Debtors contained in Section 4.10 (Absence of Certain Changes) shall
be true and correct in all respects on and as of the date hereof and the Closing Date with the same effect as if made on and as of the
Closing Date (except for such representations and warranties made as of a specified date, which shall be true and correct only as of the
specified date).


 


(ii)              The
representations and warranties of the Debtors contained in Sections 4.1 (Organization and Qualification), 4.2 (Corporate
Power and Authority), 4.3 (Execution and Delivery; Enforceability), 4.4 (Authorized and Issued Equity Interests), 4.5
(Issuance), and 4.25 (No Broker’s Fees) shall be true and correct in all material respects on and as of the date hereof
and the Closing Date(except for such representations and warranties made as of a specified date, which shall be true and correct in all
material respects only as of the specified date).


 


(iii)              The
representations and warranties of the Debtors contained in Article IV of this Agreement other than those referred to in clauses (i)
and (ii) above shall be true and correct (disregarding all materiality or Material Adverse Effect qualifiers) on and as of
the date hereof and the Closing Date with the same effect as if made on and as of the Closing Date (except for such representations and
warranties made as of a specified date, which shall be true and correct only as of the specified date), except where the failure to be
so true and correct does not constitute, individually or in the aggregate, a Material Adverse
Effect.


 






    50


     


    

 


(j)                
Covenants. The Debtors shall have performed and complied, in all material respects, with all of their respective covenants
and agreements contained in this Agreement that contemplate, by their terms, performance or compliance on or prior to the Closing Date.


 


(k)               
Material Adverse Effect. Since the date of this Agreement, there shall not have occurred, and there shall not exist, any
Event that constitutes a Material Adverse Effect.


 


(l)                
Officer’s Certificate. The Equity Commitment Parties shall have received on and as of the Closing Date a certificate
signed on behalf of the Company by an executive vice president of the Company (solely in such officer’s capacity as such and not
in such officer’s personal capacity, and without personal liability) certifying that the conditions set forth in Sections 7.1(i)
(Representations and Warranties) and 7.1(j) (Covenants) have been satisfied.


 


(m)              
Plan Support Agreement. The Plan Support Agreement shall not have been terminated with respect to the Company in accordance
with its terms.


 


(n)               
New Registration Rights Agreement; Company Organizational Documents.


 


(i)               
The New Registration Rights Agreement shall have been executed by the Company.


 


(ii)              
The Company Organizational Documents (including, for the avoidance of doubt, the Certificate of Designation) shall become
effective concurrent with the Closing.


 


(iii)             
The Company shall have delivered a “VCOC” letter (the “VCOC Letter”) substantially
in the form attached as Annex E.


 


(o)               
New Reorganized Debt. The agreements providing for the New Reorganized Debt shall become effective concurrent with the Closing,
shall be for the amount set forth for the applicable New Reorganized Debt in the Plan, and shall otherwise be in form and substance substantially
consistent with the Plan Support Agreement and the Plan (provided that to the extent inconsistent with the Plan Support Agreement
or this Agreement, the terms provided thereunder shall be acceptable to the Plan Sponsors), and all conditions precedent to the extension
of credit thereunder shall have been satisfied or waived in accordance with their respective terms.


 


Section 7.2              
Waiver of Conditions to Obligations of Equity Commitment Parties. All or any of the conditions set forth in Section 7.1
may only be waived in whole or in part with respect to the Equity Commitment Parties by a written instrument executed by the Plan Sponsors
in their sole discretion and if so waived, the Equity Commitment Parties shall be bound by such waiver.


 


Section 7.3              
Conditions to the Obligations of the Debtors. The obligations of the Debtors to consummate the transactions contemplated
hereby is subject to (unless waived by the Company) the satisfaction of each of the following conditions:


 


(a)                EPCA
Approval Order. The Bankruptcy Court shall have entered the EPCA Approval Order consistent with the Plan, the Plan Support
Agreement and this Agreement and otherwise consistent with the Plan, the Plan Support Agreement and this Agreement and otherwise in
form and substance acceptable to the Company and such Order shall be a Final Order.


 






    51


     


    

 


(b)               
Disclosure Statement Order. The Bankruptcy Court shall have entered the Disclosure Statement Order consistent with the Plan,
the Plan Support Agreement and this Agreement and otherwise in form and substance acceptable to the Company, and such Order shall be a
Final Order.


 


(c)               
Confirmation Order. The Bankruptcy Court shall have entered the Confirmation Order consistent with the Plan, the Plan Support
Agreement and this Agreement and otherwise in form and substance acceptable to the Company, and such Order shall be a Final Order.


 


(d)               
Effective Date. The Effective Date shall have occurred, or shall be deemed to have occurred, concurrently with the Closing,
as applicable, in accordance with the terms and conditions in the Plan and in the Confirmation Order.


 


(e)               
Plan. The conditions to the occurrence of the Effective Date (other than any conditions relating to occurrence of the Closing
and conditions the satisfaction of which requires the taking of action by the Company or its Subsidiaries) set forth in the Plan shall
have been satisfied or waived (other than such conditions that, by their terms, are to be satisfied as of the occurrence of the Effective
Date of the Plan) in accordance with the terms of the Plan.


 


(f)                
Governmental Approvals. All waiting periods imposed by any Governmental Entity or Antitrust Authority in connection with
the transactions contemplated by this Agreement shall have terminated or expired and all authorizations, approvals, consents or clearances
under such Antitrust Laws or otherwise required by such Governmental Entities in connection with the transactions contemplated by this
Agreement shall have been obtained.


 


(g)               
No Legal Impediment to Issuance. No Law or Order shall have become effective or been enacted, adopted or issued by any Governmental
Entity that prohibits the implementation of the Plan or the transactions contemplated by this Agreement.


 


(h)               
Representations and Warranties. The representations and warranties of the Equity Commitment Parties shall be true and correct
in all respects on and as of the date hereof and of the Closing Date with the same effect as if made on and as of the Closing Date (except
for such representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except
where the failure to be so true and correct would not, individually or in the aggregate, prevent or materially impede the Equity Commitment
Parties from consummating the transactions contemplated by this Agreement.


 


(i)                
Covenants. The Equity Commitment Parties shall have performed and complied, in all material respects, with all of their
respective covenants and agreements contained in this Agreement that contemplate, by their terms, performance or compliance on or prior
to the Closing Date.


 


(j)                
Plan Support Agreement. The Plan Support Agreement shall not have been terminated with respect to the Plan Sponsors in accordance
with its terms.


 


Section 7.4              
Waiver of Conditions to the Obligations of the Debtors. All or any of the conditions set forth in Section 7.3
may be waived in whole or in part with respect to all Debtors by a written instrument executed by the Company in its sole discretion and
if so waived, all Debtors shall be bound by such waiver.


 






    52


     


    

 



 


Section 7.5              
Condition to the Funding of the Direct Investment Preferred Commitments. The obligations of the Equity Commitment
Parties holding Direct Investment Preferred Commitments to fund such Direct Investment Preferred Commitments in accordance with the terms
hereof shall be subject to (unless waived in accordance with Section 7.6) the Company receiving aggregate proceeds of at
least the Required Common Amount from the issuance of Shares of Common Stock to Common Equity Plan Sponsors, Backstop Investors, Rights
Offering Participants or their respective transferees in accordance with Section 2.5 substantially concurrently with the
Closing.


 


Section 7.6              
Waiver of Condition to Funding of Direct Investment Preferred Commitments. The condition set forth in Section 7.5
may only be waived in whole or in part with respect to the applicable Equity Commitment Parties by a written instrument executed by the
Preferred Equity Plan Sponsor in its sole discretion and if so waived, all Equity Commitment Parties having Direct Investment Preferred
Commitments shall be bound by such waiver.


 


Article VIII


 


INDEMNIFICATION
AND CONTRIBUTION


 


Section 8.1              
Indemnification Obligations. Following the entry of the EPCA Approval Order, the Company and the other Debtors (the
 “Indemnifying Parties” and each, an “Indemnifying Party”) shall, jointly and severally,
indemnify and hold harmless each Equity Commitment Party, Related Purchaser and their respective Affiliates, equity holders, members,
partners, general partners, managers and its and their respective Representatives and controlling Persons (each, an “Indemnified
Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses but other than Taxes of
the Indemnified Person arising out of a claim asserted by a third-party (collectively, “Losses”) that any such
Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement,
the Plan or the transactions contemplated hereby and thereby, or any claim, challenge, litigation, investigation or proceeding relating
to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought
by the Company, the other Debtors, their respective equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified
Person upon demand for reasonable documented out-of-pocket (with such documentation subject to redaction to preserve attorney client and
work product privileges) legal (including attorneys’ fees and expenses) or other third-party expenses actually incurred in connection
with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect
to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement
of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or
the Plan are consummated or whether or not this Agreement is terminated; provided that the foregoing indemnity will not, as to
any Indemnified Person, apply to Losses (a) as to any Indemnified Person to the extent arising from a material breach by any Equity
Commitment Party of this Agreement or (b) to the extent they are found by a final, non-appealable judgment of a court of competent
jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnified Person.


 






    53


     


    

 


Section 8.2              
Indemnification Procedure. Promptly after receipt by an Indemnified Person of notice of the commencement of any
claim, challenge, litigation, investigation or proceeding that is the subject of indemnification set forth in Section 8.1
(an “Indemnified Claim”), such Indemnified Person will, if a claim is to be made hereunder against any the
Indemnifying Party in respect thereof, promptly notify the Indemnifying Party in writing of the commencement thereof; provided
that (a) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may
have hereunder except to the extent it has been prejudiced by such failure and (b) the omission to so notify the Indemnifying Party
will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account of this
Article VIII. In case any such Indemnified Claims are brought against any Indemnified Person and the Indemnified Person notifies
the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, at its election
by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel
reasonably acceptable to such Indemnified Person; provided that if the parties (including any impleaded parties) to any such Indemnified
Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel
there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying
Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate
in the defense of such Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election
to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person (it being understood
that White & Case LLP shall be counsel acceptable to such Indemnified Persons), the Indemnifying Party shall not be liable to such
Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (other
than reasonable documented out-of-pocket costs of investigation) unless (i) such Indemnified Person shall have employed separate
counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately
preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate
counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction
in which local counsel is required)), (ii) the Indemnifying Party shall not have employed counsel reasonably acceptable to such
Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnifying Party has received notice of
commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (iii) after the Indemnifying Party
assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party has failed
or is failing to defend such claim and provides written notice of such determination and the basis for such determination, and such failure
is not reasonably cured within ten (10) Business Days of receipt of such notice, or (iv) the Indemnifying Party shall have authorized
in writing the employment of counsel for such Indemnified Person. Notwithstanding anything herein to the contrary, but subject to Section 6.3,
the Company and its Subsidiaries shall have sole control over any Tax controversy or Tax audit and shall be permitted to settle any liability
for Taxes of the Company and its Subsidiaries.


 


Section 8.3              
Settlement of Indemnified Claims. The Indemnifying Party shall not be liable for any settlement of any Indemnified
Claims effected by such Indemnified Person without the written consent of the Indemnifying Party (which consent shall not be unreasonably
withheld, conditioned or delayed). If any settlement of any Indemnified Claims is consummated with the written consent of the Indemnifying
Party or if there is a final judgment for the plaintiff in any such Indemnified Claims, the Indemnifying Party agrees to indemnify and
hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such
Losses are otherwise subject to indemnification by the Indemnifying Party hereunder in accordance with, and subject to the limitations
of, this Article VIII. The Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which
consent shall be granted or withheld, conditioned or delayed in the Indemnified Person’s sole discretion), effect any settlement
of any pending or threatened Indemnified Claims in respect of which indemnity or contribution has been sought hereunder by such Indemnified
Person unless (i) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory
to such Indemnified Person from all liability on the claims that are the subject matter of such Indemnified Claims and (ii) such
settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified
Person.


 






    54


     


    

 


Section 8.4              
Contribution. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient
to hold it harmless from Losses that are subject to indemnification pursuant to Section 8.1, then the Indemnifying Party shall
contribute to the amount paid or payable by such Indemnified Person as a result of such Loss in such proportion as is appropriate to
reflect not only the relative benefits received by the Indemnifying Party, on the one hand, and such Indemnified Person, on the other
hand, but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well
as any relevant equitable considerations. The Indemnifying Parties also agree that no Indemnified Person shall have any liability based
on their comparative or contributory negligence to the Indemnifying Parties, any Person asserting claims on behalf of or in right of
any of the Indemnifying Parties, or any other Person in connection with an Indemnified Claim.


 


Section 8.5              
Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under
this Article VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the aggregate Per Share Purchase
Price for all Tax purposes. The provisions of this Article VIII are an integral part of the transactions contemplated by this
Agreement and without these provisions the Equity Commitment Parties would not have entered into this Agreement. The EPCA Approval Order
shall provide that the obligations of the Company under this Article VIII shall constitute allowed administrative expenses
of the Debtors’ estates under sections 503(b) and 507 of the Bankruptcy Code and are payable without further Order of
the Bankruptcy Court, and that the Company may comply with the requirements of this Article VIII without further Order of
the Bankruptcy Court.


 


Section 8.6              
No Survival. All representations, warranties, covenants and agreements made in this Agreement shall not survive
the Closing except for covenants and agreements that by their terms are to be satisfied after the Closing, which covenants and agreements
shall survive until satisfied in accordance with their terms.


 


Article IX



TERMINATION


 


Section 9.1              
Consensual Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned
at any time prior to the Closing Date by mutual written consent of the Company and the Plan Sponsors.


 


Section 9.2              
Termination by the Plan Sponsors.


 


(a)               
[Reserved].


 


(b)               
This Agreement may be terminated by any of the Plan Sponsors upon written notice to the Company and the Equity Commitment Parties,
upon the occurrence of any of the Events set forth in this Section 9.2(b), in each case after the Effective Date; subject
to the rights of the Plan Sponsors to fully and unconditionally waive, in writing, on a prospective or retroactive basis, the occurrence
of such Event; provided, however, that the Plan Sponsors may not seek to terminate this Agreement based upon a breach of
this Agreement by any Debtor if such breach arises primarily out of such Plan Sponsor’s own actions:


 


(i)                
the Closing Date has not occurred by 11:59 p.m., New York City time on August 31, 2021 (as it may be extended
pursuant to this Section 9.2(b)(i), the “Outside Date”); provided that the Outside Date
may be waived or extended with the prior written approval of counsel to the Plan Sponsors but not beyond 5:00 p.m., New York City time
on September 30, 2021 the (“End Date”); provided that the right to terminate this Agreement under
this Section 9.2(b)(i) shall not be available to any Plan Sponsor if such Plan Sponsor materially breached this Agreement
in a manner that proximately caused the failure of the Closing to occur prior to such date; provided further that the right to
terminate this Agreement pursuant to this Section 9.2(b)(i) shall not be available to the Plan Sponsors if the Company has
initiated proceedings prior to the End Date to specifically enforce this Agreement which proceedings are still pending; provided further,
however, that in the event the Marketing Period has commenced but has not completed as of the Outside Date, the Outside Date shall
be extended until the first (1st) Business Day after the then- scheduled expiration date of the Marketing Period;


 






    55


     


    

 


(ii)              
any Debtor files, or publicly announces that it will file, or joins in or supports, any plan of reorganization other than
the Plan, or files with the Bankruptcy Court any motion or application seeking authority to sell all or a material portion of the assets
of the Company and its Subsidiaries (taken as a whole), in each case, without the prior written consent of the Plan Sponsors, except as
permitted by Section 6.3 or Section 6.3 of the Company Disclosure Schedules;


 


(iii)            
(A) the Company or the other Debtors shall have breached any representation, warranty, covenant or other agreement made
by the Company or the other Debtors in this Agreement or any such representation or warranty shall have become inaccurate and such breach
or inaccuracy would, individually or in the aggregate, cause a condition set forth in Section 7.1(i) (Representations and
Warranties), Section 7.1(j) (Covenants) or Section 7.1(k) (Material Adverse Effect) not to be satisfied, (B) the
Plan Sponsors shall have delivered written notice of such breach or inaccuracy to the Company, (C) such breach or inaccuracy is not
cured by the Company or the other Debtors by the tenth (10th) Business Day after receipt of such notice, and (D)
as a result of such failure to cure, any condition set forth in Section 7.1(i) (Representations and Warranties), Section 7.1(j)
(Covenants) or Section 7.1(k) (Material Adverse Effect) is not capable of being satisfied; provided that, this Agreement
may not be terminated by the Plan Sponsors pursuant to this Section 9.2(b)(iii) if any Equity Commitment Party is then in
willful or material breach of this Agreement;


 


(iv)             
any Law or final and non-appealable Order shall have been enacted, adopted or issued after the date of this Agreement by
any Governmental Entity that prohibits the implementation of the Plan or the Rights Offering or the transactions contemplated by this
Agreement or the other Transaction Agreements, in a way that cannot be remedied by the Company in a manner acceptable to the Plan Sponsors;
provided that the right to terminate this Agreement under this Section 9.2(b)(iv) shall not be available to the Equity
Commitment Parties if any Equity Commitment Parties shall not have used its commercially reasonable efforts to contest such Order prior
to its becoming permanent;


 


(v)               
the (i) conversion of one or more of the Chapter 11 Cases of the Debtors to a case under chapter 7 of the Bankruptcy Code
or (ii) dismissal of one or more of the Chapter 11 Cases of the Debtors, unless such conversion or dismissal, as applicable, is made with
the prior written consent of the Plan Sponsors;


 


(vi)             
the Bankruptcy Court enters an Order granting relief from the automatic stay imposed by Bankruptcy Code section 362 authorizing
any party to proceed with regard to any material asset of the Debtors and such relief has a material adverse effect on the Restructuring;


 






    56


     


    

 


(vii)           
 an examiner (other than an independent fee examiner) with expanded powers beyond those set forth in sections 1106(a)(3)
and (4) of the Bankruptcy Code, a trustee, or a receiver shall have been appointed in the Chapter 11 Cases;


 


(viii)         
(A) the Debtors have materially breached their obligations under Section 6.12 (Alternative Transactions);
(B) the Bankruptcy Court approves or authorizes an Alternative Transaction; (C) any of the Debtors enters into any Contract providing
for the consummation of any Alternative Transaction or files any motion or application seeking authority to propose, join in or participate
in the formation of, any actual or proposed Alternative Transaction; or (D) the Company publicly announces its intention to take any such
action listed in sub-clauses (A), (B) or (C) of this subsection;


 


(ix)             
any of the EPCA Approval Order, the Order approving the Rights Offering Procedures, the Disclosure Statement Order, or the
Confirmation Order is terminated, reversed, stayed, dismissed or vacated, by the Bankruptcy Court, or any such Order is modified or amended
by the Bankruptcy Court after entry without the prior written consent of the Plan Sponsors in a manner that prevents or prohibits the
consummation of the transactions contemplated by this Agreement or the other Transaction Agreements in a way that cannot be remedied by
the Company in a manner acceptable to the Plan Sponsors (and such action has not been reversed or vacated within ten (10) calendar days
after its issuance);


 


(x)               
the date the Company publicly announces that it has withdrawn or abandoned the Plan; or


 


(xi)             
the Bankruptcy Court enters an Order denying confirmation of the Plan, the effect of which would render the Plan incapable
of consummation on the terms set forth herein; provided that, for the avoidance of doubt, the Plan Sponsors shall not have the
right to terminate this Agreement pursuant to this Section 9.2(b)(xi) if the Bankruptcy Court denies confirmation of the Plan
subject only to the making of ministerial, administrative or immaterial modifications to the Plan.


 


Section 9.3              
Termination by the Company.


 


This Agreement may be terminated
by the Company upon written notice to the Plan Sponsors upon the occurrence of any of the following Events, subject to the rights of the
Company to fully and unconditionally waive, in writing, on a prospective or retroactive basis the occurrence of such Event; provided,
however, that the Company may not seek to terminate this Agreement based upon a breach of this Agreement by any Equity Commitment
Party which arises primarily out of the Company’s own actions in material breach of this Agreement:


 


(a)               
any Law or final and non-appealable Order shall have been enacted, adopted or issued after the date of this Agreement by any Governmental
Entity that prohibits the implementation of the Plan or the Rights Offering or the transactions contemplated by this Agreement or the
other Transaction Agreements in a way that cannot be remedied by the Equity Commitment Parties in a manner acceptable to the Company;
provided that the termination right in this Section 9.3(a) shall not be available to the Company if the Company shall
not have used its commercially reasonable efforts to contest such Order prior to its becoming permanent;


 






    57


     


    

 


(b)               
(i) any Equity Commitment Party shall have breached any representation, warranty, covenant or other agreement made by such Equity
Commitment Party in this Agreement or any such representation or warranty shall have become inaccurate and such breach or inaccuracy would
cause a condition set forth in Section 7.3(h) (Representations and Warranties) or Section 7.3(i) (Covenants)
not to be satisfied, (ii) the Company shall have delivered written notice of such breach or inaccuracy to the Equity Commitment Parties,
(iii) such breach or inaccuracy is not cured by the Equity Commitment Parties by the tenth (10th) Business Day after
receipt of such notice, and (iv) as a result of such failure to cure, any condition set forth in Section 7.3(h) (Representations
and Warranties) or Section 7.3(i) (Covenants) is not capable of being satisfied; provided that the Company shall not
have the right to terminate this Agreement pursuant to this Section 9.3(b) if it is then in willful or intentional breach
of this Agreement;


 


(c)               
the Company Board determines in good faith, based upon advice of outside counsel, that proceeding with the Restructuring contemplated
herein and in the Plan, and confirmation and consummation of the Plan, would be inconsistent with the exercise of its fiduciary duties
under applicable Law; provided that the Debtors shall give prompt written notice to Kirkland & Ellis and Paul, Weiss of any
determination in accordance with this Section 9.3(c) (electronic mail among counsel being sufficient);


 


(d)               
the Bankruptcy Court enters an Order denying confirmation of the Plan, the effect of which would render the Plan incapable of consummation
on the terms set forth herein; provided that, for the avoidance of doubt, the Debtors shall not have the right to terminate this
Agreement pursuant to this Section 9.3(d) if the Bankruptcy Court denies confirmation of the Plan subject only to the making
of ministerial, administrative or immaterial modifications to the Plan;


 


(e)               
the Bankruptcy Court (or other court of competent jurisdiction) enters an Order (i) directing the appointment of an examiner
(other than an independent fee examiner) with expanded powers or a trustee in any of the Chapter 11 Cases, (ii) converting any of the
Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (iii) dismissing any of the Chapter 11 Cases, or (iv) the effect of
which would render the Plan incapable of consummation on the terms set forth in this Agreement;


 


(f)                
the Plan Sponsors propose or explicitly support any Alternative Transaction without the prior written consent of the Debtors that
has a material adverse effect on the consummation of the Restructuring;


 


(g)               
any of the EPCA Approval Order, the Disclosure Statement Order, the Confirmation Order or the Order approving the Rights Offering
Procedures is terminated, reversed, stayed, dismissed or vacated, by the Bankruptcy Court, or any such Order is modified or amended by
the Bankruptcy Court after entry without the prior written consent of the Company in a manner that prevents or prohibits the consummation
of the transactions contemplated by this Agreement or the other Transaction Agreements in a way that cannot be remedied in a manner acceptable
to the Company (and such action has not been reversed or vacated within ten (10) calendar days after its issuance);


 


(h)               
the Plan Support Agreement is terminated with respect to any Plan Sponsor in accordance with its terms; or


 


(i)                
the Closing Date has not occurred by the End Date; provided that the right to terminate this Agreement under this Section 9.3(i)
shall not be available to the Company hereto if it materially breached this Agreement in a manner that proximately caused the failure
of the Closing to occur prior to such date; provided further that the right to terminate this Agreement pursuant to this Section 9.3(i)
shall not be available to the Company if any Equity Commitment Party has initiated proceedings prior to the End Date to specifically enforce
this Agreement which proceedings are still pending.


 






    58


     


    

 


Section 9.4              
Effect of Termination. Upon termination of this Agreement pursuant to this Article IX, this Agreement
shall forthwith become void and there shall be no further obligations or liabilities on the part of the Parties or any of their respective
direct or indirect equityholders, controlling Persons, partners, members, managers, stockholders, directors, officers, employees, Affiliates,
agents or other Representatives or any of the foregoing’s successors or assigns; provided that (i) the obligations
of the Debtors to pay the Expense Reimbursement pursuant to Article III and to satisfy their indemnification obligations
pursuant to Article VIII shall survive the termination of this Agreement and shall remain in full force and effect, in each
case, until such obligations have been satisfied, (ii) the provisions set forth in this Section 9.4, Article VIII
and Article X shall survive the termination of this Agreement in accordance with their terms and (iii) subject to
Section 10.10 (Damages), nothing in this Section 9.4 shall relieve any Party from liability for its actual fraud
with intent to deceive, gross negligence or any willful or intentional breach of this Agreement. For purposes of this Agreement, “willful
or intentional breach” means a breach of this Agreement that is a consequence of an act undertaken by the breaching Party
with the knowledge that the taking of such act would, or would reasonably be expected to, cause a breach of this Agreement. Notwithstanding
anything to the contrary in this Agreement, in the event of a valid termination as set forth in this Article IX, each Equity
Commitment Party acknowledges and agrees that the payment of the Expense Reimbursement in accordance with the terms hereof, together
with any rights of the Equity Commitment Parties (or other Persons) pursuant to provisions of this Agreement that survive termination
pursuant to clauses (i) and (ii) of Section 9.4, shall be its sole and exclusive remedy, at Law and in equity or
otherwise, against the Debtors.


 


Article X



GENERAL PROVISIONS


 


Section 10.1          
Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be
deemed given if delivered personally, sent via email (with confirmation), mailed by registered or certified mail (return receipt requested)
or delivered by an express courier (with confirmation) to the Parties at the following addresses (or at such other address for a Party
as may be specified by like notice):


 


		(a)	If to the Company or any of the other Debtors:



 


Hertz Global Holdings, Inc.


8501 Williams Road


Estero, Florida 33928


Attention: M. David Galainena


Email: dave.galainena@hertz.com


 


with copies (which shall not constitute
notice) to:


 


White & Case LLP


200 South Biscayne Boulevard, Suite
4900


Miami, Florida 33131


Attention: Thomas E. Lauria


Email:tlauria@whitecase.com


 





and


 


White & Case LLP


1221 Avenue of the Americas


New York, New York 10020


Attention: Gregory Pryor and Adam Cieply


		Email:	gpryor@whitecase.com



		 	adam.cieply@whitecase.com



 






    59


     


    

 


		(b)	If to the Common Equity Plan Sponsors:



 


CK Amarillo LP


c/o Certares Management LLC


350 Madison Avenue, 8th Floor


New York, NY 10017


Attention: Thomas LaMacchia, Managing
Director and General Counsel


Email:tom.lamacchia@certares.com


 


and


 


CK Amarillo LP


c/o Knighthead Capital Management, LLC


280 Park Avenue, 22nd Floor


New York, NY 10017


Attention: Laura L. Torrado, General
Counsel


Email:ltorrado@knighthead.com


 


with a copy (which shall not constitute
notice) to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Attention: Stephen Hessler,
Tim Cruickshank and AnnElyse Scarlett Gains


	 	Email: 	shessler@kirkland.com
		 	tim.cruickshank@kirkland.com
		 	annelyse.gains@kirkland.com



 


and


 


Kirkland & Ellis LLP


300 North La Salle


Chicago, IL 60654


Attention: Steve Toth


Email:steve.toth@kirkland.com


 






    60


     


    

 





		(c)	If to the Preferred Equity Plan Sponsor:



 


c/o Apollo Global Management, Inc.


9 West 57th Street


New York, NY 10019


Attention: Joseph D. Glatt, General
Counsel


Email: jglatt@apollo.com


 


with a copy (which shall not constitute
notice) to:


 


Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas


New York, New York 10019


Attention: John Scott,
Gregory Ezring, Jeffrey Saferstein and Brian Janson


		Email:	jscott@paulweiss.com



		 	gezring@paulweiss.com



		 	jsaferstein@paulweiss.com



		 	bjanson@paulweiss.com



 


		(d)	If to any other Equity Commitment Party, the address set forth on Schedule 1 attached hereto.



 


Section 10.2          
Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under
this Agreement shall be assigned by any Person (whether by operation of Law or otherwise) without the prior written consent of the Company
and the Plan Sponsors, and any purported assignment in violation of this Section 10.2 shall be void ab initio provided
that each Equity Commitment Party may, without the consent of any other Party, assign its rights and obligations under this Agreement
(including its right to purchase the Shares), in whole or in part, (x) in accordance with Section 2.5 or (y) to one or more
of its Affiliates or Affiliated Funds; provided further that no such assignment under clause (y) shall relieve the relevant Equity
Commitment Party of its obligations under this Agreement. Except as expressly provided in Section 6.14 with respect to D&O
Indemnified Persons, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does
not confer upon any Person any rights or remedies under this Agreement other than the Parties. Notwithstanding anything to the contrary
herein, each Party hereto recognizes, acknowledges and agrees that this Agreement binds only the desk or business unit that executes this
Agreement and shall not be binding on any other desk, business unit or affiliate, unless such desk, business unit or affiliate separately
becomes a Party hereto.


 


Section 10.3          
Prior Negotiations; Entire Agreement.


 


(a)               
This Agreement (including the agreements attached as Exhibits to and the documents and instruments referred to in this Agreement)
and the Plan Support Agreement constitute the entire agreement of the Parties and supersede all prior agreements, arrangements or understandings,
whether written or oral, among the Parties (or any subset thereof) with respect to the subject matter of this Agreement, except that the
Parties hereto acknowledge that any confidentiality agreements heretofore executed among the Parties will each continue in full force
and effect.


 


(b)               
Notwithstanding anything to the contrary in the Plan (including any amendments, supplements or modifications thereto) or the Confirmation
Order (and any amendments, supplements or modifications thereto) or an affirmative vote to accept the Plan by any Equity Commitment Party,
nothing contained in the Plan (including any amendments, supplements or modifications thereto) or Confirmation Order (including any amendments,
supplements or modifications thereto) shall alter, amend or modify the rights of the Equity Commitment Parties under this Agreement unless
such alteration, amendment or modification has been made in accordance with Section 10.7.


 






    61


     


    

 


Section 10.4          
Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO SUCH STATE’S CHOICE OF LAW PROVISIONS WHICH WOULD REQUIRE OR PERMIT THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY AGREES FOR ITSELF THAT ANY LEGAL ACTION, SUIT, OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER ARISING UNDER, ARISING
OUT OF, OR IN CONNECTION WITH THIS AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION, SUIT, OR PROCEEDING,
SHALL BE BROUGHT IN THE BANKRUPTCY COURT, OR IF THE BANKRUPTCY COURT DOES NOT HAVE JURISDICTION TO HEAR SUCH ACTION, SUIT OR PROCEEDING,
ANY STATE OR FEDERAL COURT LOCATED IN DELAWARE COUNTY, DELAWARE, AND BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH OF THE PARTIES IRREVOCABLY
ACCEPTS AND SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF SUCH COURT, GENERALLY AND UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION,
SUIT OR PROCEEDING. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OF PROCEEDING
TO AN ADDRESS PROVIDED IN WRITING BY THE RECIPIENT OF SUCH MAILING, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID
AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.


 


Section 10.5          
Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY JURISDICTION IN ANY ACTION, SUIT
OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.


 


Section 10.6          
Counterparts. This Agreement may be executed in any number of counterparts, all of which will be considered one
and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to each other
Party (including via facsimile or other electronic transmission), it being understood that each Party need not sign the same counterpart.


 


Section 10.7          
Waivers and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated, modified, or changed
only by a written instrument signed by the Company (on behalf of itself and the other Debtors) and each of the Plan Sponsors; provided
that, in addition to the consents described above, any amendment, restatement, modification, or change that:


 


(a)               
adversely affects one or more Direct Equity Investors or Backstop Investors (in each case, solely in their capacity as such) in
a manner disproportionate to its effect on the other Direct Equity Investors or Backstop Investors, respectively, (solely in their respective
capacity as such with respect to the same class of stock (Common Stock or Preferred Stock)) (taking into account the relative size of
their respective commitments) shall not be effective without the prior written consent of Direct Equity Investors or Backstop Investors,
respectively, holding a majority of the aggregate respective Commitments held by such affected Direct Equity Investors or Backstop Investors,
respectively;


 




    62


     


    

 


(b)               
 changes the Rights Offering Backstop Commitment or Direct Investment Portion of any Equity Commitment Party shall not be effective
without the prior written consent of such Equity Commitment Party; or


 


(c)               
reduces the Backstop Fee payable to any Equity Commitment Party, changes the form of payment of the Backstop Fee payable to any
Equity Commitment Party from Common Stock, or delays beyond the Closing Date the date on which payment of the Backstop Fee is to be paid
to any Equity Commitment Party not be effective without the prior written consent of such Equity Commitment Party.


 


The terms and conditions of
this Agreement may be waived (i) by the Company only by a written instrument executed by the Company (on behalf of itself and the other
Debtors) and (ii) by the Equity Commitment Parties only by a written instrument executed by each of the Plan Sponsors; provided
that clauses (a) through (c) above shall apply mutatis mutandis to such waiver. No delay on the part of any Party in
exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part
of any Party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power
or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege
pursuant to this Agreement. Except as otherwise provided in this Agreement, the rights and remedies provided pursuant to this Agreement
are cumulative and are not exclusive of any rights or remedies which any Party otherwise may have at law or in equity. For the avoidance
of doubt, nothing in this Agreement shall affect or otherwise impair the rights, including consent rights, of the Equity Commitment Parties
under the Plan Support Agreement or any other Transaction Agreement.


 


Section 10.8          
Headings. The headings in this Agreement are for reference purposes only and will not in any way affect the meaning
or interpretation of this Agreement.


 


Section 10.9          
Several Liability; Specific Performance. For the avoidance of doubt, all obligations of the Equity Commitment Parties
hereunder are several, and not joint, in nature. In no event shall any Equity Commitment Party be required hereunder to purchase any Shares
of Common Stock or Preferred Stock in excess of the number of Direct Investment Common Shares, Direct Investment Preferred Shares and
its Backstop Percentage of the Rights Offering Backstop Amount ascribed to such Equity Commitment Party, and in no event shall any Party
hereto seek equitable or other relief inconsistent with the foregoing. Subject in all respects to the foregoing, the Parties agree that
irreparable damage would occur if any provision of this Agreement were not performed by any Party subject thereto in accordance with the
terms hereof and that the Parties shall be entitled to equitable relief against such non-performing Party, including an injunction or
injunctions or Orders for specific performance to prevent breaches of this Agreement by such non-performing Party and to enforce specifically
the terms and provisions of this Agreement applicable to such non-performing Party, in addition to any other remedy to which they are
entitled at law or in equity. Each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any
bond or similar instrument in connection with the foregoing. Unless otherwise expressly stated in this Agreement (including in this Section 10.9),
no right or remedy described or provided in this Agreement is intended to be exclusive or to preclude a Party from pursuing other rights
and remedies to the extent available under this Agreement, at law or in equity.


 


Section 10.10       
Damages. Notwithstanding anything to the contrary in this Agreement, (i) none of the Parties will be liable for,
and none of the Parties shall claim or seek to recover, any punitive, special, indirect or consequential damages or damages for lost profits
and (ii) in no event shall the aggregate liability of any Equity Commitment Party for claims hereunder exceed the amount of its Equity
Commitment hereunder.


 






    63


     


    

 


Section 10.11       
Publicity. At all times prior to the Closing Date or the earlier termination of this Agreement in accordance
with its terms, the Company and the Equity Commitment Parties shall consult with each other prior to issuing any press releases (and
provide each other a reasonable opportunity to review and comment upon such release) or otherwise making public announcements with respect
to the transactions contemplated by this Agreement, except as required by or reasonably necessary to comply with applicable Law (including
(x) the Bankruptcy Code, Bankruptcy Rules, and applicable local rules of the Bankruptcy Court to the extent reasonably necessary to obtain
entry of the EPCA Approval Order, Disclosure Statement Order or Confirmation Order and (y) in any filing made by the Company or the Debtors
with the Bankruptcy Court and as may be necessary or appropriate in the good faith determination of the Company or its Representatives
to obtain Bankruptcy Court approval of the transactions contemplated hereby), Orders of the Bankruptcy Court or the rules or regulations
of any applicable securities exchange, and except for disclosure of matters that become a matter of public record as a result of the
Chapter 11 Cases and any filings or notices related thereto; provided that nothing in this Agreement shall restrict or prohibit
(a) the Company, the Equity Commitment Parties or their respective Affiliates from making any announcement to their respective employees,
customers and other business relations to the extent that such announcement consists solely of, or is otherwise consistent in all material
respects with previous press releases, public disclosures or public statements made by any Party in accordance with this Agreement, including
in investor conference calls, SEC filings, Q&As or other publicly disclosed statements or documents, in each case, to the extent
such disclosure is still accurate in all material respects (and not misleading).


 


Section 10.12       
Settlement Discussions. This Agreement and the transactions contemplated herein are part of a proposed settlement
of a dispute among the Parties. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408 and
any other applicable rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any
proceeding other than a proceeding to enforce its terms, pursue the consummation of the Restructuring, or determine the payment of damages
to which a Party may be entitled under this Agreement.


 


Section 10.13       
No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the
fact that certain of the Parties may be partnerships or limited liability companies, each Party covenants, agrees and acknowledges that
no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any
Party’s Affiliates, or any of such Party’s Affiliates’ respective Related Parties in each case other than the Parties
to this Agreement and each of their respective successors and permitted assignees under this Agreement, whether by the enforcement of
any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged
that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such,
for any obligation or liability of any Party under this Agreement or any documents or instruments delivered in connection herewith for
any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however,
that nothing in this Section 10.13 shall relieve or otherwise limit the liability of any Party or any of their respective
successors or permitted assigns for any breach or violation of its obligations under this Agreement or such other documents or instruments
(to the extent the applicable Person is a signatory to such documents or instruments).  For the avoidance of doubt, none of the Parties
will have any recourse, be entitled to commence any proceeding or make any claim under this Agreement or in connection with this Agreement
or the transactions contemplated hereby except against any of the Parties or their respective successors and permitted assigns, as applicable.


 


In furtherance of the foregoing,
prior to the earlier of (x) the Effective Date and (y) a termination of this Agreement pursuant to Article IX, neither the
Company, the Debtors, nor any of their Affiliates or any of their respective direct or indirect general or limited partners, managers,
officers, directors, employees, Representatives or agents may assert any claim against the Equity Commitment Parties in connection with
this Agreement or the transactions contemplated hereby (other than a claim seeking an order of specific performance in the circumstances
provided for in Section 10.9), it being understood that this Agreement will terminate automatically and immediately upon
the assertion of any such claim.


 






    64


     


    

 


Section 10.14       
Company Disclosure Schedules. It is expressly understood and agreed that (a) the disclosure of any fact or
item in any section of the Company Disclosure Schedules shall be deemed disclosure with respect to any other Section or
subsection of this Agreement or the Company Disclosure Schedules to which its relevance is reasonably apparent on its face, (b) the
disclosure of any matter or item in the Company Disclosure Schedules shall not be deemed to constitute an acknowledgement that such
matter or item is required to be disclosed therein, or otherwise imply, that any such matter is material or creates a measure for materiality
for purposes of this Agreement, and (c) the mere inclusion of an item in the Company Disclosure Schedules as an exception to a representation
or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or
that such item has resulted in and would reasonably be expected to result in a Material Adverse Effect.


 


Section 10.15       
Disclosures. In the ordinary course of their respective business, the Equity Commitment Parties and their Affiliates
may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments
(including bank loans and other obligations) of the Company and other companies which may be the subject of the arrangements contemplated
by this Agreement for their own account and may at any time hold long and short positions in such securities and financial instruments.
In particular, the Preferred Equity Plan Sponsor is a significant creditor of the Company and its Subsidiaries in the Chapter 11 Cases,
having positions in its pre-petition term loan facility, asset-backed securities (including a right of first offer in respect of certain
future asset-backed security financings), debtor-in-possession financing and other securities and instruments. For the avoidance of doubt,
all rights of the Equity Commitment Parties under such agreements or instruments are reserved, and nothing in this Agreement shall affect
the rights of the Equity Commitment Parties thereunder. The Equity Commitment Parties or their Affiliates may also co-invest with, or
make direct investments in, funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may
trade or make investments in securities of the Company or other companies which may be the subject of the arrangements contemplated by
this Agreement or engage in commodities trading with any thereof. Although the Equity Commitment Parties and their Affiliates in the course
of such other activities and relationships may acquire information about the transactions contemplated by this Agreement or other entities
and Persons which may be the subject of the financing contemplated by this Agreement, the Equity Commitment Parties and their Affiliates
shall have no obligation to disclose such information, or the fact that the Equity Commitment Parties and their Affiliates are in possession
of such information, to the Company or any other person or entity, or to use such information on behalf of the Company or any other person
or entity.


 






    65


     


    

 


The Equity Commitment Parties
and their Affiliates are involved in a broad range of transactions and may have economic interests that conflict with those of the Company
and its Subsidiaries. The Company agrees that the Equity Commitment Parties will act under this Agreement as independent contractors
and that nothing in this Agreement or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or
other implied duty between the Equity Commitment Parties and the Company, the Company’s shareholders or other equity holders or
the Company’s and their respective Affiliates. The Company acknowledges and agrees that (a) the transactions contemplated by this
Agreement are arm’s-length commercial transactions between the Equity Commitment Parties, on the one hand, and the Company, on
the other, (b) in connection therewith and with the process leading to such transaction each of the Equity Commitment Parties is acting
solely as a principal and not as an agent or fiduciary of the Company, the Company’s management, shareholders or other equity holders,
creditors or any other person or entity, (c) the Equity Commitment Parties have not assumed an advisory or fiduciary responsibility or
any other obligation in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective
of whether any of the Equity Commitment Parties or any of their Affiliates has advised or is currently advising the Company on other
matters) except the obligations expressly set forth in this Agreement and (d) the Company has consulted its own legal Tax, accounting,
regulatory and financial advisors to the extent the Company deemed appropriate. Furthermore, without limiting any provision set forth
herein, the Company waives, to the fullest extent permitted by law, any claims it may have against the Equity Commitment Parties or their
Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty for acts or omissions occurring prior to the Closing and
agrees that the Equity Commitment Parties and their Affiliates shall have no liability (whether direct or indirect) to the Company in
respect of such a fiduciary duty or to any person or entity asserting a fiduciary duty claim on behalf of or in right of the Company,
including its stockholders or other equity holders, employees or creditors for acts or omissions occurring prior to the Closing. The
Company further acknowledges and agrees that it are responsible for making its own independent judgment with respect to such transactions
and the process leading thereto. The Equity Commitment Parties and their respective Affiliates do not provide Tax, accounting or legal
advice.


 


[Signature Page Follows]


  






    66


     


    







 





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first written above.


  


	 	HERTZ GLOBAL HOLDINGS, INC.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	 	Name:  M. David Galainena
	 	 	Title:    EVP/General Counsel



 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     


    




 






	 	CK AMARILLO, L.P.
	 	 	 
	 	By:	CK AMARILLO GP, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ Laura
    Torrado
	 	Name:	Laura
    Torrado
	 	Title:	Authorized
    Signatory
	 	 	 
	 	By:	/s/ Tom
    LaMacchia
	 	Name:	Tom LaMacchia
	 	Title:	Authorized
    Signatory


 


[Signature
page to Backstop Commitment Agreement]



     


     

    
	 	APOLLO CAPITAL MANAGEMENT, L.P.
	 	 	 
	 	By:
                    Apollo Capital Management GP, LLC,

                    its
                    general partner

	 	 	 
	 	By:	/s/ Joseph D. Glatt
	 		Name: Joseph D. Glatt
	 		Title: Vice President


 


[Signature
page to Equity Purchase and Commitment Agreement]



     


     

    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 


	 	Two Seas Global (Master) Fund
    LP
	 		 
	 	By:	/s/ Sina
    Toussi
	 	 	 
	 	Name:	Sina Toussi
	 	Title:	Managing
        Member of Two Seas Global Fund GP LLC, its
        general partner



 


Commitment


 


Direct:
$7,500,000


 


Backstop:
$15,000,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     

    


EQUITY
PURCHASE AND COMMITMENT AGREEMENT 


 


	 	Two Seas Duration Litigation Opportunities Fund LLC
	 	 		 
	 	 	By:	/s/ Sina
    Toussi
	 	 	 	 
	 	 	Name:	Sina Toussi
	 	 	Title:	Managing Member of Two Seas Litigation Opportunities
    Fund Manager LLC, its managing member


 


Commitment


 


Direct:
$5,000,000


 


Backstop:
$10,000,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     

    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	ALTA FUNDAMENTAL ADVISERS MASTER
    L.P.
	 		 	 
	 	By:	/s/ Jeremy Carton
	 	Name:	Jeremy Carton
	 	Title:	Authorized Signatory





 


Commitment


 


Direct:
$1,229,800.00


 


Backstop:
$1,229,800.00


 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     

    





EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	BLACKWELL PARTNERS LLC – SERIES
    A
	 		 	 
	 	By:	/s/
    Jeremy Carton
	 	Name:	Jeremy Carton
	 	Title:	Authorized Signatory, solely with respect to
    assets managed by Alta Fundamental Advisers LLC






 





Commitment


 


Direct:
$7,974,200.00


 


Backstop:
$7,974,200.00



 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     

    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	STAR V PARTNERS LLC
	 		 	 
	 	By:	/s/
    Jeremy Carton
	 	Name:	Jeremy Carton
	 	Title:	Authorized Signatory





 




Commitment


 


Direct:
$3,796,000.00


 


Backstop:
$3,796,000.00



 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     

    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	ALTA FUNDAMENTAL ADVISERS SP LLC
	 		 	 
	 	By:	/s/ Jeremy Carton
	 	Name:	Jeremy Carton
	 	Title:	Authorized Signatory, solely with respect to
    assets managed by Alta Fundamental Advisers LLC


 





Commitment


 


Direct:
$500,000.00


 


Backstop:
$500,000.00



 


 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     

    



EQUITY
PURCHASE AND COMMITMENT AGREEMENT 





 


	 	Discovery Global Opportunity
    Master Fund, Ltd.
	 	 	 	 	 
	 	 	By:	/s/
    Adam Schreck
	 	 	 	 
	 	 	Name:	Adam Schreck
	 	 	Title:	General Counsel


 


Commitment


 


Direct:
$30,000,000


 


Backstop:
$20,000,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     

    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	Boothbay Absolute Return Strategies, LP
	 	 	 	 	 
	 	 	By:	/s/
    Peter Bremberg
	 	 	 	 
	 	 	Name:	Peter Bremberg
	 	 	Title:	COO





 


Commitment


 


Direct:
$1,750,000


 


Backstop:
$3,500,000


 





[Signature
Page to Equity Purchase and Commitment Agreement]



     


     

    



EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	Boothbay Diversified Alpha Master
    Fund LP
	 	 	 	 	 
	 	 	By:	/s/
    Peter Bremberg
	 	 	 	 
	 	 	Name:	Peter Bremberg
	 	 	Title:	COO


 


Commitment


 


Direct:
$1,750,000


 


Backstop:
$3,500,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     

    




EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	Cadence Hill Opportunity Fund LP
	 	 	 	 
	 	By:	/s/
    Matthew P Lamberti
	 	 	 
	 	Name:	Matthew P Lamberti
	 	Title:	Managing Member





 


Commitment


 


Direct:
$175,000


 


Backstop:
$350,000


 





[Signature
Page to Equity Purchase and Commitment Agreement]



     


     

    





EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	FourWorld Event Opportunities
    Fund, UP
	 	 	 	 	 
	 	 	By:	/s/
    John Addis
	 	 	 	 
	 	 	Name:	John Addis
	 	 	Title:	Authorized Signatory





 


Commitment


 


Direct:
$500,000


 


Backstop:
$1,000,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     

    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	FourWorld Global Opportunities Fund, Ltd.
	 	 	 	 	 
	 	 	By:	/s/
    John Addis
	 	 	 	 
	 	 	Name:	John Addis
	 	 	Title:	Authorized Signatory





 


Commitment


 


Direct:
$4,000,000


 


Backstop:
$8,000,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     

    


EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	FourWorld Special Opportunities Fund, LLC
	 	 	 	 	 
	 	 	By:	/s/
    John Addis
	 	 	 	 
	 	 	Name:	John Addis
	 	 	Title:	Authorized Signatory


 


Commitment


 


Direct:
$4,000,000


 


Backstop:
$6,716,666.67


 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     

    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	Jefferies Strategic Investments,
    LLC
	 	 	 	 	 
	 	 	By:	/s/
    William M. Kelly
	 	 	 	 
	 	 	Name:	William M. Kelly
	 	 	Title:	Co-Managing Partner  FourSixThree
    Capial LP Investment Manager for Jefferies Strategic Investments, LLC





 





Commitment


 


Direct:
$4,000,000


 


Backstop:
$20,000,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]





     


     

    





EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	FourSixThree Master Fund, LP
	 	 	 	 	 
	 	 	By:	/s/
    William M. Kelly
	 	 	 	 
	 	 	Name:	William M. Kelly
	 	 	Title:	Managing Member of GP


 


Commitment


 


Direct:
$1,000,000


 


Backstop:
$5,000,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     

    


EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	Glenview Institutional Partners,
    L.P.
	 	By: Glenview Capital Management,
    LLC, its investment adviser
	 	 	 	 	 
	 	 	By:	/s/
    Mark Horowitz
	 	 	 	 
	 	 	Name:	Mark Horowitz
	 	 	Title:	Co-President





 


Commitment


 


Direct:
$3,131,000


 


Rights
Offering: $10,286,000


 





[Signature
Page to Equity Purchase and Commitment Agreement]



     


     

    


EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	Glenview Capital Partners, L.P.
	 	By: Glenview Capital Management,
    LLC, its investment adviser
	 	 	 	 	 
	 	 	By:	/s/
    Mark Horowitz
	 	 	 	 
	 	 	Name:	Mark Horowitz
	 	 	Title:	Co-President


 


Commitment


 


Direct:
$1,297,000


 


Rights
Offering: $4,262,000


 





[Signature
Page to Equity Purchase and Commitment Agreement]



     


     

    


EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	Glenview Capital Master Fund,
    Ltd.
	 	By: Glenview Capital Management,
    LLC, its investment adviser
	 	 	 	 	 
	 	 	By:	/s/
    Mark Horowitz
	 	 	 	 
	 	 	Name:	Mark Horowitz
	 	 	Title:	Co-President


 


 


Commitment


 


Direct:
$9,343,000


 


Rights
Offering: $30,698,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     

    


EQUITY
PURCHASE AND COMMITMENT AGREEMENT


 





	 	Glenview Capital Opportunity
    Fund, L.P.
	 	By: Glenview Capital Management,
    LLC, its investment adviser
	 	 	 	 	 
	 	 	By:	/s/
    Mark Horowitz
	 	 	 	 
	 	 	Name:	Mark Horowitz
	 	 	Title:	Co-President


 


Commitment


 


Direct:
$11,692,000


 


Rights
Offering: $38,417,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]






     


     

    







EQUITY
PURCHASE AND COMMITMENT AGREEMENT


  


	 	Glenview Offshore Opportunity
    Master Fund, Ltd.
	 	By: Glenview Capital Management,
    LLC, its investment adviser
	 	 	 	 
	 	 	By:	/s/ Mark
    Horowitz
	 	 	 
	 	 	Name:  Mark Horowitz
	 	 	Title:    Co-President


 


Commitment


 


Direct:
$9,537,000


 


Rights
Offering: $31,337,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     


    



EQUITY
PURCHASE AND COMMITMENT AGREEMENT


  


	 	Hampton Road Capital Master Fund
    LP
	 	 	 	 
	 	 	By:	/s/ Kenneth
    Palumbo
	 	 	 
	 	 	Name:  Kenneth Palumbo
	 	 	Title:    Pres.
    COO


 


Commitment


 


Direct:
$0


 


Backstop: $5,000,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     


    





EQUITY
PURCHASE AND COMMITMENT AGREEMENT


  


	 	Jefferies Strategic Investments,
    LLC
	 	 	 	 
	 	 	By:	/s/ Kenneth
    Palumbo
	 	 	 
	 	 	Name:  Kenneth Palumbo
	 	 	Title:    Pres. COO of Investment

                                 Manager



 


Commitment


 


Direct:
$0


 


Backstop: $25,000,000


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     


    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


  


	 	Hein Park Master Fund LP
	 	 	 	 
	 	 	By:	/s/ Jay
    Schoenfarber
	 	 	 
	 	 	Name:  Jay Schoenfarber
	 	 	Title:    Director


 


Commitment


 


Direct:
$14,229,406


 


Backstop: $12,874,224


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     


    


EQUITY
PURCHASE AND COMMITMENT AGREEMENT


  


	 	 	JSCC Holdings LLC
	 	 	 	 
	 	 	By:	/s/ Jay
    Schoenfarber
	 	 	 
	 	 	Name:  Jay Schoenfarber
	 	 	Title:    Authorized
    Person


 


Commitment


 


Direct:
$6,770,594


 


Backstop: $6,125,776


 


[Signature
Page to Equity Purchase and Commitment Agreement]



     


     


    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


  


	 	 	JEFFERIES LLC
	 	 	 	 
	 	 	By:	/s/ William
    P. McLoughlin
	 	 	 	Name:  William P. McLoughlin
	 	 	 	Title: Senior Vice President





     


     


    

EQUITY
PURCHASE AND COMMITMENT AGREEMENT


  





	 	Oaktree Value Opportunities Fund
    Holdings, L.P.
	 	 	 
	 	By:	Oaktree Value Opportunities Fund GP, L.P.
	 	Its:	General Partner
	 	 	 
	 	By:	Oaktree Value Opportunities Fund GP Ltd.
	 	Its:	General Partner
	 	 	 
	 	By:	Oaktree Capital Management, L.P.
	 	Its:	Director
	 	 	 
	 	By:	/s/ Andrew
    West
	 	Name:	Andrew West
	 	Title:	Vice President
	Commitment	 
	 	By:	/s/ Steven Tesoriere
	Direct:
$20,000,000	Name: 	Steven Tesoriere
	 	Title:	Managing Director






Backstop:
$20,000,000



 


[Signature
Page to Equity Purchase and Commitment Agreement]


 



     


     


    



EQUITY
                                         PURCHASE AND COMMITMENT AGREEMENT


  





	 	Oaktree Opportunities Fund XI
    Holdings (Delaware), L.P.
	 	 	 
	 	By:	Oaktree Fund GP, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	Oaktree Fund GP I, L.P.
	 	Its:	Managing Member
	 	 	 
	 	By:	/s/ Kaj
    Vazales
	 	Name:	Kaj Vazales
	 	Title:	Authorized Signatory
	Commitment	 
	 	By:	/s/ Jordan Mikes
	Direct:
$75,700,000	Name:	Jordan Mikes
	 	Title:	Authorized Signatory




Backstop:
$131,800,000



 


[Signature
Page to Equity Purchase and Commitment Agreement]


 



     


     


    





 


EQUITY
                                         PURCHASE AND COMMITMENT AGREEMENT


 





	 	Oaktree Opportunities Fund Xb
    Holdings (Delaware), L.P.
	 	 	 
	 	By:	Oaktree Fund GP, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	Oaktree Fund GP I, L.P.
	 	Its:	Managing Member
	 	 	 
	 	By:	/s/ Kaj
    Vazales
	 	Name:	Kaj Vazales
	 	Title:	Authorized Signatory
	Commitment	 
	 	By:	/s/ Jordan Mikes
	Direct:
$13,400,000	Name:	Jordan Mikes
	 	Title:	Authorized Signatory




Backstop:
$23,300,000



 


[Signature
Page to Equity Purchase and Commitment Agreement]


 



     


     


    








 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


	 	Oaktree Phoenix Investment Fund, L.P.
	 	 
	 	By:	Oaktree Phoenix Investment Fund GP, L.P.
	 	Its:	General Partner
	 	 
	 	By:	Oaktree Phoenix Investment Fund GP Ltd.
	 	Its:	 General Partner



 


Commitment


 


Direct: $2,000,000


 


Backstop: $2,000,000


 


[Signature Page to Equity Purchase and
Commitment Agreement]


 









     


     


    

 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


	 	Oaktree Value Equity Holdings, L.P.
	 	 	 
	 	By:	Oaktree Value Equity Fund GP, L.P.
	 	Its:	General Partner
	 	 	 
	 	By:	Oaktree Value Equity Fund GP Ltd.
	 	Its:	General Partner
	 	 	 
	 	By:	Oaktree Capital Managment, L.P.
	 	Its:	Director
	 	 	 
	 	By:	/s/ Peter Boos
		Name:	Peter Boos
	 	Title :	Vice President
	Commitment;	 	 
		By:	/s/ Henry Orren
	Direct: $10,000,000	Name:	Henry Orren
	 	Title :	Senior Vice President



Backstop: $6,000,000


[Signature Page to Equity Purchase and
Commitment Agreement]


 









     


     


    

 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


	 	Rubric Capital Master Fund LP
	 	 	 
	 	By:	/s/ Michael Nachmani
	 	Name: 	Michael Nachmani
	 	Title:	Authorized Signatory



 


Commitment


 


Direct: $58,771,500


 


Backstop: $58,771,500


 


[Signature Page to Equity Purchase and
Commitment Agreement]


 






     


     


    

 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


	 	BEMAP Master Fund Ltd
	 	 	         
	 	By:	/s/ Michael Nachmani
	 	Name: 	Michael Nachmani
	 	Title:	Authorized Signatory



 


Commitment


 


Direct: $8,141,250


 


Backstop: $8,141,250


 


[Signature Page to Equity Purchase and
Commitment Agreement]


 









     


     


    

 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


	 	Blackstone CSP-MST FMAP Fund
	 	 	         
	 	By:	/s/ Michael Nachmani
	 	Name: 	Michael Nachmani
	 	Title:	Authorized Signatory



 


Commitment


 


Direct: $8,087,250


 


Backstop: $8,087,250


 


[Signature Page to Equity Purchase and
Commitment Agreement]


 









     


     


    

 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


	 	Highbridge
    Tactical Credit Master Fund, L.P
	 	 	 
	 	By:	Highbridge
    Capital Management, LLC,
	 	 	as Trading Manager
	 	 	 
	 	 	/s/ Jonathan Segal
	 	Name: 	Jonathan Segal
	 	Title:	Managing Director, Co-CIO



 


Commitment


 


Direct: $10,666,666.67


 


Backstop: $9,333,333.33


 


[Signature Page to Equity Purchase and
Commitment Agreement]


 









     


     


    

 


	 	MSD CREDIT OPPORTUNITY MASTER FUND, L.P.
	 	 
	 	By:	 /s/ Kenneth Gerold
	 	 	Name: Kenneth Gerold
	 	 	Title: Authorized Signatory



 


[Signature page to Equity Purchase and
Commitment Agreement]


 






     


     


    

 


	 	HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD.
	 	 
	 	By:	HG Vora Capital
    Management, LLC, as investment adviser
	 	 	 
	 	By:	/s/ Mandy Lam
	 	 	Name: Mandy Lam
	 	 	Title: Authorized Signatory





 


[Signature page to Equity Purchase and
Commitment Agreement]


 









     


     


    

 


	 	SACHEM HEAD LP
	 	 
	 	By:	 Sachem Head Capital Management LP, its investment
manager
	 	 	 
	 	By:	/s/ Michael D. Adamski
	 	 	Name: Michael D. Adamski
	 	 	Title: General Counsel



 


[Signature page to Equity Purchase and
Commitment Agreement]


 









     


     


    

 


	 	SACHEM HEAD MASTER LP
	 	 
	 	By:	 Sachem Head Capital Management LP, its investment
manager
	 	 	 
	 	By:	/s/ Michael D. Adamski
	 	 	Name: Michael D. Adamski
	 	 	Title: General Counsel



 


[Signature page to Equity Purchase and
Commitment Agreement]


 









     


     


    

 


	 	Honeycomb Master Fund LP
	 	 
	 	By:	 Honeycomb Asset Management LP, its investment manager
	 	 	 
	 	By:	/s/ Vick Sandhu
	 	 	Name: Vick Sandhu
	 	 	Title: COO/GC



 


[Signature page to Equity Purchase and
Commitment Agreement]


 






     


     


    

 









	 	Arrow Partners LP




 


	 	By:	/s/ Mal Serure







	 	Name: Mal Serure
	 	Title: General Partner




 


[Signature page to Equity Purchase and
Commitment Agreement]


 






     


     


    

 


	 	Arrow Offshore, LTD





 





	 	By:	/s/ Mal Serure







	 	Name:
Mal Serure
	 	Title: Director




 


[Signature page to Equity Purchase and
Commitment Agreement]


 






     


     


    

 


	 	MARINER ATLANTIC MULTI-STRATEGY MASTER

FUND, LTD.



 


	 	By:	Mariner Investment Group, LLC

as Investment Manager



 








	 	By:	/s/ John C. Kelty
	 	 	Name:
        John C. Kelty
	 	 	Title:      Authorized Signatory









 


[Signature page to
Equity Purchase and Commitment Agreement]


 










     


     


    

 


	 	MARINER GLEN OAKS MASTER FUND, L.P.



 


	 	By:	Mariner Investment Group, LLC

As Investment Manager



 


	 	By:	/s/ John C. Kelty
	 	 	Name:
        John C. Kelty
	 	 	Title:       Authorized Signatory





 


[Signature page to Equity Purchase and
Commitment Agreement]


 






     


     


    

 


	 	CASPIAN SELECT CREDIT MASTER FUND, LTD.



 





	 	By:	/s/ Adele Kittredge Murray
	 	 	Name:  Adele Kittredge Murray
	 	 	Title:  Authorized Signatory


 


	 	CASPIAN SC HOLDINGS, L.P.



 





	 	By:	/s/ Adele Kittredge Murray
	 	 	Name:  Adele Kittredge Murray
	 	 	Title:  Authorized Signatory


 


	 	CASPIAN FOCUSED OPPORTUNITIES FUND, L.P.



 


	 	By:	/s/ Adele Kittredge Murray
	 	 	Name:  Adele Kittredge Murray
	 	 	Title:  Authorized Signatory





 


	 	SPRING CREEK CAPITAL, LLC



 


	 	By:	/s/ Adele Kittredge Murray
	 	 	Name:  Adele Kittredge Murray
	 	 	Title:  Authorized Signatory





 


[Signature page to Equity Purchase and
Commitment Agreement]


 






     


     


    

 


	 	VR GLOBAL PARTNERS, L.P.



 





	 	By:	/s/ Emile du Toit
	 	 	Name:  Emile du Toit
	 	 	Title:  Authorized Signatory


 


[Signature page to
Equity Purchase and Commitment Agreement]


 






     


     


    

 


	 	SCOPIA LONG QP LLC
	 	By: Scopia Capital GP LLC, its Managing Member






 


	 	By:	/s/ Aaron
    Morse
	 	 	Name:  Aaron
    Morse
	 	 	Title:    Vice President





 








	 	SCOPIA INTERNATIONAL MASTER FUND LP
	 	By: Scopia Capital GP LLC, its General Partner


 





	 	By:	/s/ Aaron
    Morse
	 	 	Name:  Aaron
    Morse
	 	 	Title:    Vice President


 





	 	SCOPIA PX LLC
	 	By: Scopia Capital GP LLC, its Managing Member


 





	 	By:	/s/ Aaron
    Morse
	 	 	Name:  Aaron
    Morse
	 	 	Title:    Vice President


 





	 	SCOPIA PX INTERNATIONAL MASTER FUND LP
	 	By: Scopia Capital GP LLC, its General Partner


 





	 	By:	/s/ Aaron
    Morse
	 	 	Name:  Aaron
    Morse
	 	 	Title:    Vice President


 





	 	405 MSTV I LP
	 	By: Scopia Capital Management LP, its Trading Advisor


 





	 	By:	/s/ Aaron
    Morse
	 	 	Name:  Aaron
    Morse
	 	 	Title:    Chief
    Operating Officer


 





	 	PRELUDE OPPORTUNITY FUND LP
	 	By: Scopia Capital Management LP, its Sub-Advisor


 





	 	By:	/s/ Aaron
    Morse
	 	 	Name:  Aaron
    Morse
	 	 	Title:    Chief
    Operating Officer


 


[Signature page to Equity Purchase and
Commitment Agreement]


 






     


     


    

 


	 	AG CREDIT SOLUTIONS NON-ECI MASTER FUND, L.P.
	 	AG CATALOOCHEE, L.P.
	 	AG CORPORATE CREDIT OPPORTUNITIES FUND, L.P.
	 	AG CENTRE STREET PARTNERSHIP, L.P.
	 	AG MM, L.P.
	 	AG CAPITAL SOLUTIONS SMA ONE, L.P.
	 	AG SUPER FUND MASTER, L.P.



 


	 	By:
    Angelo, Gordon & Co., L.P., as manager or advisor



 





	 	By:	/s/ Ryan Millett
	 	 	Name: Ryan Millett
	 	 	Title:  Global Head of Distressed & Corporate Special Situations


 


[Signature page to
Equity Purchase and Commitment Agreement]


 






     


     


    

 


	 	POINT72 ASSOCIATES, LLC



 


	 	By:	/s/ Vincent Tortorella
	 	 	Name: Vincent Tortorella
	 	 	Title:  Authorized Signatory





 


[Signature page to Equity Purchase and
Commitment Agreement]


 






     


     


    

 


	 	CPV HOLDINGS, LLC



 





	 	By:	/s/ Andrew B. Cohen
	 	 	Name: Andrew B. Cohen
	 	 	Title:  Authorized Signatory


 


[Signature page to Equity Purchase and
Commitment Agreement]


 









     


     


    

 





Annex A


 


Terms of Preferred Stock


 









     


     


    

 

ANNEX A


 


Shares of Preferred Stock


Summary of Principal Terms and Conditions1


 


	Issuer	Hertz Global Holdings, Inc., a Delaware corporation and a debtor and debtor-in-possession in a Chapter 11 case currently pending in the United States Bankruptcy Court for the District of Delaware, docketed as Case No. 20-11218 (MFW) (Jointly Administered), as reorganized pursuant to the Plan (the “Issuer”).
	 	 
	Security; Stated Value	
    A newly-created series
    of cumulative perpetual non-convertible preferred stock issued by the Issuer (the “Preferred Stock”) having, as of
    the Closing Date, an aggregate initial stated value of $1,500,000,000 (the “Direct Investment Preferred Amount”) and
    an initial stated value per share of $1,000. From and after the Closing Date, the stated value of the Preferred Stock shall increase by
    the amount of any Compounded Dividends (as defined below) (the “Stated Value”). The purchase price paid by the Investors
    for the Preferred Stock on the Closing Date shall be the initial Stated Value thereof net of any applicable Purchase Discount/Upfront
    Fee described below.

     

    The “Accrued
    Stated Value” will be an amount equal to the sum of (i) the then-current Stated Value plus (ii) any accrued but
    unpaid Preferred Dividends (as defined below), pro-rated for the elapsed portion of the applicable semi-annual period.

     

	Investors	A syndicate of institutions assembled by one or more affiliates of Apollo Capital Management, L.P. (“ACM”) in its or their sole discretion, including one or more funds, accounts or other clients managed by ACM or its affiliates, but excluding any Prohibited Transferee (as defined below) (such institutions, collectively, the “Investors”); provided, that prior to the Closing, any Investor may only transfer its Direct Investment Preferred Commitment in accordance with the Purchase Agreement.
	 	 
	Priority, Preference and Ranking	The Preferred Stock shall have a payment priority, liquidation preference and ranking senior to any other class or series of equity securities of the Issuer.
	 	 
	Use of Proceeds	The proceeds of the issuance of Preferred Stock will be used, together with cash on hand and the proceeds of certain debt and equity financings contemplated by the Plan, to retire certain outstanding indebtedness of the Issuer and its subsidiaries in accordance with the Plan and to pay fees and expenses in connection with the consummation of the Plan.  Any excess proceeds shall be used by the Issuer and its subsidiaries for working capital and general corporate purposes.



 





 



 


1            Capitalized
terms used but not defined in this Annex 1 shall have the meanings set forth in the Equity Purchase and Commitment Agreement (the “Purchase
Agreement”) to which this Summary of Principal Terms and Conditions is attached.


 






    1


     


    

 





	Purchase Discount/Upfront Fee	2.00% of the initial Stated Value of the Preferred Stock on the Closing Date, which the
    Investors shall be permitted, in their discretion, to take in the form of a discount to the purchase price of the Preferred Stock
    or as an upfront fee (the “Purchase Discount/Upfront Fee”).



 


	Dividends	
    (a)          Shares of Preferred Stock shall accrue a dividend, payable semi-annually in arrears (with the first dividend paid on the six month anniversary
    of the Closing Date), in an amount equal to (x) the applicable Dividend Rate (as defined below) multiplied by (y) the then-current
    Stated Value (each such dividend, whether or not declared, a “Preferred Dividend”).

     

    (b)          The Preferred Dividend shall accrue on a daily basis from the Closing Date, shall be computed on the basis of a 365-day year and the actual
    days elapsed and shall be payable or capitalized, as applicable, on the last business day of each semi-annual period. Except as described
    in the penultimate sentence of this paragraph, for each semi-annual period, the Issuer shall pay the Preferred Dividend in cash; provided,
    that all or any portion of the Preferred Dividend will only be paid in cash when, as and if declared by the board of directors of the
    Issuer and to the extent permitted by Law. Unless all of the Preferred Dividend in respect of a semi-annual period is declared by the
    board of directors of the Issuer and paid in cash, the portion of the Preferred Dividend that is not declared and paid in cash shall automatically
    be accreted to, and increase, the Stated Value effective on the last business day of each applicable semi-annual period (such amounts,
    “Compounded Dividends”) and such increase in Stated Value shall itself thereafter accrue dividends in accordance with
    clause (a) above. For the avoidance of doubt, failure to pay any Preferred Dividend in cash after the 42-month anniversary of the
    Closing Date shall constitute a “Non-Compliance Event” and shall be subject to the provisions set forth under such heading
    herein.

     

    “Dividend Rate” shall mean,
    subject to the provisions described under “Non-Compliance Events” below, (i) with respect to a Preferred Dividend accrued
    on or prior to the second anniversary of the Closing Date, 9.00% per annum, (ii) with respect to a Preferred Dividend accrued after the
    second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date, (a) for any portion of the Preferred
    Dividend paid in cash, 7.00% per annum and (b) for any portion of the Preferred Dividend paid as a Compounded Dividend, 9.00% per annum,
    (iii) with respect to the Preferred Dividend accrued after the third anniversary of the Closing Date and on or prior to the 42-month anniversary
    of the Closing Date, (a) for any portion of the Preferred Dividend paid in cash, 8.00% per annum and (b) for any portion of the Preferred
    Dividend paid as a Compounded Dividend, 10.00% per annum, (iv) with respect to the Preferred Dividend accrued after the 42-month anniversary
    of the Closing Date and on or prior to the fourth anniversary of the Closing Date, 9.00% per annum, (v) with respect to the Preferred
    Dividend accrued after the fourth anniversary of the Closing Date and on or prior to the 54 month anniversary of the Closing Date, 10.00%
    per annum, (vi) with respect to the Preferred Dividend accrued after the 54-month anniversary of the Closing Date and on or prior
    to the fifth anniversary of the Closing Date, 11.00% per annum and (vii) with respect to a Preferred Dividend accrued after the fifth
    anniversary of the Closing Date, an amount equal to the sum of (a) 13.00% per annum and (b) the product of (x) 2.00% per annum multiplied
    by (y) the number of whole years elapsed since the fifth anniversary of the Closing Date through and including such dividend payment
    date; provided that each of the foregoing rates shall be increased by 6.00% per annum at any time that the funded corporate Indebtedness
    of the Issuer, the OpCo Borrower and its restricted subsidiaries exceeds $3,300,000,000 (the “Indebtedness Step-Up”).

     




 






    2


     


    

 


	Call Protection	
    The Issuer may redeem the Preferred Stock in whole
    or in part at any time (and from time to time), in cash, at the Redemption Price (as defined below) in effect as of the redemption date.

     

    The “Redemption Price” means
    the greater of (x) 100.00% of the then current Accrued Stated Value of the Preferred Stock being redeemed and (y) the amount necessary,
    if any, to result in a MOIC (as defined below) of 1.30x with respect to the Preferred Stock being redeemed.

     

    “MOIC” shall mean with respect
    to a share of Preferred Stock, a multiple on invested capital equal to the quotient determined by dividing (A) the sum of (w) the aggregate
    amount of all Preferred Dividends made in cash with respect to such share of Preferred Stock on or prior to the applicable date of determination
    (other than any dividends paid in cash in respect of any Step-Up (as defined below)) plus (x) the ratable portion of any original
    issue discount or upfront fees paid to the Investors on the Closing Date (but excluding the advisory fee payable pursuant to that certain
    Engagement Letter between Apollo Global Securities, LLC and The Hertz Corporation dated May 2, 2021) allocable to such share of Preferred
    Stock plus (y) 100% of the Accrued Stated Value of such share of Preferred Stock (other than any Accrued Stated Value attributable
    to any Step-Up) plus (z) any premium paid with respect to such share of Preferred Stock by (B) $1,000.

     

    (a)    Any partial redemption of the Preferred Stock will be in amounts of shares with no less than $250.0 million aggregate Accrued Stated Value
    as of the time of such redemption (unless the aggregate then current aggregate Accrued Stated Value of the Preferred Stock is equal to
    or less than $250.0 million, in which case any such redemption will redeem all of the then outstanding Preferred Stock).

     

    (b)    The Issuer and its subsidiaries shall make any such redemptions or any other repurchases of the Preferred Stock only on a pro rata basis.

     

	Liquidation Redemption	In the event of any liquidation, dissolution or winding up of the Issuer, the Issuer shall be required to offer to redeem all of the outstanding Preferred Stock in cash at the then-applicable Redemption Price.
	 	 
	No Mandatory Redemption	The Investors shall not have the right to require the Issuer to offer to redeem all or a portion of the Preferred Stock.



 






    3


     


    

 


	Information Rights 	The Investors will be entitled to customary information rights to be mutually agreed (but in any event to include all recurring financial information and material notices furnished to the lenders under the Exit Revolving Credit Facility or the Exit Term Loan Facility (or, in each case, any indebtedness incurred to refinance the same) (collectively, the “Exit Facilities”) on the same schedule as the lenders under the Exit Facilities receive such information).  Upon request, the Preferred Equity Plan Sponsor shall be entitled to receive any information provided to the Issuer’s board of directors, subject to customary exceptions and limitations.  In addition, the Preferred Equity Plan Sponsor will be entitled to customary inspection rights (which inspections shall be consistent with and permitted no less frequently than the inspection rights under the Exit Facilities and subject to customary limitations and exceptions).
	 	 
	Voting Rights	Investors will have no voting rights, except as required by Law (including Section 1123(a)(6) of the U.S. Bankruptcy Code) or as set forth under “Protective Provisions” or “Non-Compliance Events” below. 



 


	Protective Provisions	
    Without the prior written consent of
    the holders of a majority of the Stated Value of the outstanding shares of Preferred Stock (the “Preferred Majority Holders”):

     

    i.       the Issuer shall not amend, alter or repeal any provisions of its certificate of incorporation or by-laws in a manner that adversely
    affects the rights, preferences or privileges of the Preferred Stock;

     

    ii.          the Issuer shall not liquidate, dissolve or wind up its business and affairs;

     

    iii.      the Issuer shall not create, authorize or issue (by reclassification or otherwise) any equity security having rights, preferences
    or privileges ranking senior to the Issuer’s common stock issued on the Closing Date (other than the Preferred Stock issued on the
    Closing Date), or any security convertible into or exchangeable for any such equity security; provided that the Issuer shall be permitted
    to issue equity securities having rights, preferences or privileges ranking senior to the Issuer’s common stock to the extent the
    proceeds thereof are to be applied substantially contemporaneously to the redemption in full in cash of the Preferred Stock in accordance
    with the terms hereof (and provided that all shares of Preferred Stock shall be redeemed in connection therewith);

     

    iv.       the Issuer shall not create, authorize or issue any additional shares of Preferred Stock or any series thereof;

    

     

    




 






    4


     


    

 





	 	v.         the Issuer shall not consummate any asset sales (including the issuance or sale of
    any equity securities of a subsidiary to a third party) other than certain ordinary course exceptions to be mutually agreed. The
    Issuer shall not allow The Hertz Corporation (the “OpCo Borrower”) nor any of its restricted subsidiaries to make
    any asset sales, subject to exceptions consistent with the exceptions set forth in the Exit Facilities as in effect on the Closing
    Date (it being understood that the definitive documentation governing the Preferred Stock shall include an “asset sale sweep”
    provision substantially consistent with the definitive documentation governing the Exit Facilities in effect as of the Closing Date,
    which shall require that the Issuer and its restricted subsidiaries redeem the Preferred Stock with excess net cash proceeds of asset
    sales to the extent (i) such proceeds are not applied to reinvestment in the business or satisfaction of funded debt obligations
    within the periods specified under the Exit Facilities as in effect on the Closing Date and (ii) such payment is permitted under
    the Exit Facilities at such time);
	 	 
	 	vi.      the Issuer and its restricted subsidiaries shall be prohibited from entering into or modifying any transaction or agreement with an
affiliate of the Issuer (other than transactions among the Issuer and its restricted subsidiaries), unless at on terms no less favorable
to the Issuer or such subsidiary than would be obtained by the Issuer or such subsidiary from an unrelated third party on an arm’s
length basis, subject to certain exceptions consistent with the exceptions under the Exit Facilities as in effect on the Closing Date
(including for transactions approved by a majority of disinterested directors);
	 	 
	 	vii.       the Issuer shall not merge or consolidate with, or dispose of all or substantially all of its assets to, any other person;
	 	 
	 	viii.     the Issuer and its restricted subsidiaries shall not be permitted to (i)
    pay dividends or other distributions on any equity interests of the Issuer (other than the Preferred Stock) or its restricted subsidiaries
    (other than any dividends to the Issuer to allow the Issuer to pay dividends on the Preferred Stock), or (ii) repurchase or redeem
    any securities having rights, preferences or privileges ranking junior to the Preferred Stock (including common stock) (clauses (i)
    and (ii), collectively, “Restricted Payments”); provided, however, the Issuer and its restricted subsidiaries
    shall be permitted to make additional customary Restricted Payments to be mutually agreed (including repurchases of common stock
    or options from present or former officers, directors or employees, expense reimbursements and permitted tax payments consistent
    with the terms of the Exit Facilities in effect on the Closing Date), which in any event shall include the ordinary course exceptions
    set forth in the Exit Facilities as in effect on the Closing Date;
	 	 
	 	ix.        the Issuer shall not be permitted to make Investments (defined in a manner consistent with the Exit Facilities as in effect on the
Closing Date), other than ordinary course Investments to be mutually agreed. The Issuer shall not permit the OpCo Borrower or its restricted
subsidiaries to make Investments, other than Investments that are permitted by the Exit Facilities as in effect on the Closing Date;
	 	 



 






    5


     


    

 


 


	 	x.         the Issuer shall not incur any Indebtedness (defined in a manner consistent with the Exit Facilities as in effect on the Closing Date)
other than ordinary course Indebtedness to be mutually agreed. The Issuer shall not allow the OpCo Borrower nor any of its restricted
subsidiaries to incur any Indebtedness, nor issue any series of preferred stock, except Indebtedness of the OpCo Borrower and its restricted
subsidiaries permitted under the Exit Facilities as in effect on the Closing Date (including, without limitation, unlimited Indebtedness
subject to the Unsecured Ratio Incurrence Test, as defined in the Exit Facilities as in effect on the Closing Date); and
	 	 
	 	    xi.        the Issuer and its restricted subsidiaries shall continue to engage in business of the same general type as conducted by the Issuer
and its restricted subsidiaries on the Closing Date, taken as a whole.
	 	 
	 	The definitive documentation governing the Preferred Stock shall include provisions governing designation of “unrestricted”
subsidiaries consistent with those under the Exit Facilities as in effect as of the Closing Date.
	 	 
	 	For the avoidance of doubt, references herein to the Exit Facilities as in effect on the Closing Date shall be deemed to refer to the
terms of the Exit Facilities reflected in the commitment letter dated as of the date hereof executed by and between the OpCo Borrower
and the commitment parties party thereto. To the extent that any of the baskets in the Exit Facilities are adjusted downward or eliminated
as a result of the exercise of any “flex” rights with respect thereto or otherwise, the corresponding baskets (if any) in
the definitive documentation governing the Preferred Stock shall be correspondingly reduced or eliminated.






 





	Non-Compliance Events and

                                                                 Forced Exit Transaction
	Following the occurrence
    and during the continuance of any “Non-Compliance Event”:
	 	 
	 	(i)       
    The Stated Value of the Preferred Stock shall accrete by an additional 0.50% per month (a “Non-Compliance Step-Up”
    and, together with an Indebtedness Step-Up, the “Step-Ups”);
	 	 
	 	(ii)      
    Commencing on the 30th day of a Non-Compliance Event, the Issuer’s governing documents shall provide that the
    size of the Issuer’s board of directors shall be automatically increased by 50% (rounded upward, if necessary, due to an odd number
    of initial directors)2, and the newly created
    vacancies shall be filled by the Issuer’s board of directors from nominees proposed by the Preferred Majority Holders (which shall
    propose two nominees for each such vacancy);



 


 






2    For example, if the Issuer’s board of directors was previously comprised of six directors, it shall be increased to nine directors.


 






    6


     


    

 


	 	(iii)           Commencing on the later to occur of (x) the 60th day of a Non-Compliance Event and (y) the end of the Relief Period
    under, and as defined in, the Exit Facilities as in effect on the Closing Date, the Issuer will initiate a process to consummate (each,
    a “Forced Exit Transaction”):


	 	 
	 	a.      
     An underwritten public offering of shares of common stock of the Issuer, or other capital raise by the Issuer, in each case the
    net cash proceeds of which shall be used to redeem the Preferred Stock in accordance with the terms hereof; or
	 	b.        a
sale as a result of which the Issuer shall have sufficient cash on hand to redeem the Preferred    Stock in accordance with the terms hereof
(and the net cash proceeds of which shall be so applied);


	 	 
	 	provided that
    the Issuer shall not be permitted to consummate any Forced Exit Transaction without the consent of the Preferred Majority Holders to the
    extent that the proceeds thereof would be insufficient to redeem the Preferred Stock in full in cash in accordance with the terms hereof;
	 	 
	 	(iv)        
    Commencing on the 270th day of a Non-Compliance Event:
	 	 
	 	a.      
    The Issuer’s governing documents shall provide that the size of the Issuer’s board of directors shall be automatically
    further increased so that the number of directors shall be double the number of directors as of immediately before the first increase
    relating to such Non-Compliance Event plus one additional director, and the newly created vacancies shall be filled by the Issuer’s
    board of directors from nominees proposed by the Preferred Majority Holders (which shall propose two nominees for each such vacancy) (the
    “Majority Board Proposal Right”);
	 	 
	 	b.       
    The board of directors of the Issuer, as reconstituted pursuant to clause (a) above, shall, to the extent the Relief Period is
    no longer in effect, pursue a Forced Exit Transaction and shall take all actions consistent with their fiduciary duties necessary to consummate
    such a transaction (provided that the Issuer shall not be permitted to consummate any Forced Exit Transaction without the consent of the
    Preferred Majority Holders to the extent that the proceeds thereof would be insufficient to redeem the Preferred Stock in full in cash
    in accordance with the terms hereof); and






 






    7


     


    

 





	 	c.     Shares of Preferred Stock shall be entitled to vote with the shares of common stock of the Issuer on an “as-if” converted
basis, and shall be treated by the Issuer’s governing documents as holding 51% of the then-outstanding voting capital stock of
the Issuer; provided that to the extent such voting of shares of Preferred Stock is not permitted by applicable rules of the stock exchange
on which the common stock of the Issuer is listed, the Issuer and the Preferred Majority Holders shall cooperate reasonably and in good
faith to implement an alternate arrangement that most closely approximates the foregoing (collectively, the “Majority Voting
Right”).
	 	 
	 	To the extent that
    more than one Non-Compliance Event shall be continuing at any time, the above-described periods shall commence on the date of the first
    Non-Compliance Event and shall continue until such time as all Non-Compliance Events have been cured or waived.
	 	 
	 	Each holder of Preferred
    Stock shall have the rights and remedies set forth in the definitive documentation governing the Preferred Stock, and rights and remedies
    under applicable law or at equity.
	 	 
	 	“Non-Compliance
    Event” shall mean, subject, as appropriate, to customary cure rights and grace periods to be mutually agreed (but in no event
    more restrictive than those set forth in the Exit Facilities as in effect on the Closing Date):
	 	 
	 	a.      
          Failure to pay (i) each Preferred Dividend in cash following the 42-month anniversary of the Closing Date, (ii) any Preferred Dividend
    when due or (iii) any redemption premium when due;
	 	 
	 	b.      
         Failure to comply with any of the “Protective Provisions” described above;
	 	 
	 	c.      
        The occurrence of a Change of Control (to be defined in a manner consistent with the definition thereof under the Exit Facilities
    as in effect on the Closing Date);
	 	 
	 	d.            
    Insolvency events (to be consistent with the corresponding events of default under the Exit Facilities as in effect on the Closing
    Date); and
	 	 
	 	e.      
          Other customary defaults (including with respect to inaccuracy of representations and warranties) (to be consistent with the corresponding
    events of default under the Exit Facilities as in effect on the Closing Date).



 






    8


     


    

 


	 	From and after the 87-month anniversary of the Closing Date, to the
    extent any shares of Preferred Stock remain outstanding and irrespective of whether a Non-Compliance Event shall have occurred and
    be continuing, the Preferred Majority Holders shall be entitled to the Non-Compliance Step-Up, the Majority Board Proposal Right
    and the Majority Voting Right, and the Issuer shall initiate a process to promptly consummate a Forced Exit Transaction.
	 	 
	Board Rights	Without limitation of the terms described
    above under “Non-Compliance Events”, for so long as ACM and its affiliates own at least 50% of the shares of Preferred
    Stock then outstanding, ACM and its affiliates shall have the right to appoint (i) one observer to the Issuer’s board of directors
    (and not to any committee thereof) and (ii) one director to the Issuer’s board of directors.  These rights shall
    be non-transferrable without the consent of the Issuer.
	 	 
	Documentation	The definitive documentation for the Preferred Stock shall
    be consistent with the terms set forth herein and otherwise reasonably acceptable to the parties hereto
	 	 
	Transfer of the Preferred Stock	(a)          
    Subject to compliance with applicable securities laws, shares of Preferred Stock will be transferable by the holders thereof
    to any person other than a Prohibited Transferee and the Issuer will recognize and register any such transfer on its books.
	 	 
	 	(b)   
           The Issuer will use commercially reasonable efforts to cooperate with the holders
    of the Preferred Stock in connection with such transfer, including providing reasonable and customary information (i) in connection
    with any such holder’s marketing efforts or any such potential transferee’s due diligence (subject to customary confidentiality
    restrictions) or (ii) in order to comply with applicable securities laws.
	 	 
	 	“Prohibited Transferees” means (i) the financial institutions
    and other entities that have been specified by the Issuer in writing to the Investors on or prior to the date of its execution of
    the Purchase Agreement and reasonably acceptable to the Investors, and (ii) bona fide competitors of the Issuer and its subsidiaries
    specified by the Issuer in writing to the Investors on or prior to the date of its execution of the Purchase Agreement (the list
    of which may be updated by the Issuer from time to time with respect to additional bona fide competitors).
	 	 
	Expense Reimbursement; Indemnification	The definitive documentation governing the Preferred Stock will include customary
    expense reimbursement and indemnification provisions to be mutually agreed.
	 	 
	Fiduciary Duties	This Annex 1 is not intended to, and will not be
    deemed to, impose any obligation or duty on any party or any of their respective affiliates or representatives (including any duty
    of good faith, care, loyalty or other fiduciary duty, in each case, whether express or implied).
	 	 
	Counsel to Investors	Paul, Weiss, Rifkind, Wharton & Garrison LLP.






 






    9


     


    

 





	Tax Treatment	The Issuer and the Investors will cooperate in good faith to agree on appropriate terms in the definitive documentation governing the Preferred Stock to avoid the application of Section 305(c) of the Code to any accrued Preferred Dividends.


 






    10


     


    

 


Annex B


 


AGS Engagement Letter


 






    


     


    

 





 PRIVATE
 & CONFIDENTIAL


 





		 


Apollo
Global Securities, LLC

9 West 57th Street


37th
Floor


New
York, NY 10019


(212)
822-0598






 


May
[•], 2021


 


The
Hertz Corporation 


8501
Williams Road 


Estero,
Florida 33928 


Attention:
Kenny Cheung 


 


Ladies
and Gentlemen,


 


1.       Reference
is made to the Equity Purchase and Commitment Agreement, dated as of the date hereof (the “Purchase
Agreement”), by and among Hertz Global Holdings, Inc., a Delaware corporation, Apollo Capital Management, L.P.,
on behalf of one or more investment funds, separate accounts, and other entities owned (in whole or in part), controlled,
managed, and/or advised by it or its affiliates (the “Preferred Equity Plan Sponsor”), and the
other Equity Commitment Parties from time to time party thereto. Terms used but not defined in this letter agreement (the “Letter
Agreement”) shall have the meanings assigned thereto in Purchase Agreement.





 


2.       [REDACTED]


 


3.
       You agree that, once paid, the Advisory Fee payable hereunder will not be refundable under
any circumstances. The Advisory Fee payable hereunder will be paid in U.S. Dollars in immediately available funds and shall not
be subject to reduction by way of setoff or counterclaim. In addition, such payment shall be made without deduction for any taxes,
levies, imposts, duties, deductions, charges or withholdings imposed by any national, state or local tax authority (except as
required by applicable law), or (if so required by applicable law) will be grossed up by you for such amounts, except to the extent
that such deduction, charge or withholding has arisen because of any matter relating to the identity, organization or jurisdiction
of AGS. All fees received by AGS hereunder may be shared among AGS and its affiliates as AGS may determine in its sole discretion.
You agree that your obligations under this Letter Agreement in respect of the Advisory Fee shall survive the purchase of the Direct
Investment Preferred Shares by the Preferred Equity Plan Sponsor and the other Investors.


 







4.
        The Common Equity Plan Sponsors and the Company shall each provide commercially reasonably
assistance to AGS in connection with AGS’s syndication efforts of the Direct Investment Preferred Shares (the “Syndication”) until the 30th day following the Closing Date, including assisting AGS with the preparation of customary offering
documents and materials, including private placement memoranda, information memoranda and packages, investor presentations and
similar documents and materials, including the execution and delivery of reasonable and customary representation and authorization
letters in connection therewith. AGS acknowledges that the Investors and their affiliates will be subject to certain restrictions
on transferring Direct Investment Preferred Shares set forth in the definitive documentation governing the Direct Investment Preferred
Shares and agrees that nothing in this Letter Agreement supersedes or renders ineffective such restrictions.


 





 





1 [REDACTED]



     


     


    




5.
      Notwithstanding anything to the contrary contained herein, AGS agrees not to syndicate any
portion of the Preferred Stock to Prohibited Transferees. 


 


6.       You
and the Common Equity Plan Sponsors each agree, at our request, to use commercially reasonable efforts to assist us in the preparation
of a version of customary marketing and informational materials and presentations that may be used in connection with the Syndication
that will consist exclusively of information and documentation that is (i) publicly available or (ii) not material with respect
to you or your subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws
(all such information and documentation being “Public Purchaser Information”). You and the Common Equity
Plan Sponsors each acknowledge and agree that, subject to the confidentiality provisions of this Letter Agreement, the following
documents may be distributed to purchasers of the Direct Investment Preferred Shares wishing to receive only Public Purchaser
Information: (a) drafts that are not marked confidential and final definitive documentation with respect to the Direct Investment
Preferred Shares; (b) administrative materials prepared by us for the purchasers of the Direct Investment Preferred Shares (such
as meeting invitations for purchasers of the Direct Investment Preferred Shares, allocations and funding and closing memoranda);
and (c) notification of changes in the previously disclosed terms of the Direct Investment Preferred Shares. You also agree to
use commercially reasonable efforts to identify that portion of any other Information (as defined below) to be distributed to
 “public side” purchasers of the Direct Investment Preferred Shares (i.e., purchasers of the Direct
Investment Preferred Shares that do not wish to receive material non-public information with respect to you or your subsidiaries
or any of their respective securities).


 


7.      
You hereby represent that (a) all written factual information (other than forward looking information and information of a general
economic or industry specific nature) (the “Information”) regarding the Company or any of its Subsidiaries
that has been or will be made available to us by you or any of your officers or employees on your behalf specifically for inclusion
in the Public Purchaser Information, does not and will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein (giving effect to all supplements and updates provided thereto),
in the light of the circumstances under which they were made, not misleading and (b) forward-looking information regarding the
Company or any of its Subsidiaries that has been or will be made available to us by you or any of your officers or employees on
your behalf specifically for inclusion in the Public Purchaser Information have been or will be prepared in good faith based upon
assumptions that you believe to be reasonable at the time made and at the time such forward-looking information is made available
to us; it being understood by the purchasers of the Direct Investment Preferred Shares that such forward-looking information is
as to future events and are not to be viewed as facts, such forward-looking information is subject to significant uncertainties
and contingencies and that actual results during the period or periods covered by any such forward-looking information may differ
significantly from the projected results, and that no assurance can be given that the projected results will be realized. In structuring
the Direct Investment Preferred Shares, we will be entitled to use and rely on the Information without responsibility for independent
verification thereof.



     


     


    




8.       
You agree to indemnify and hold harmless AGS and its affiliates, and the respective officers, directors, employees, agents, controlling
persons, members and representatives of each of the foregoing and their respective successors and assigns (each, an “Indemnified
Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which
any such Indemnified Person may become subject arising out of or in connection with any actual or threatened claim, actions, suits,
inquiries, litigation, investigation or proceeding by a third party arising out of or in connection with the Syndication (any
such matters being referred to as “Indemnified Matters” and any such claim, actions, suits, inquiries,
litigation, investigation or proceeding, a “Proceeding”) relating to any of the foregoing, regardless
of whether any such Indemnified Person is a party thereto (and regardless of whether such matter is initiated by you, your equity
holders, creditors or any other third party or by any of their respective subsidiaries or affiliates), and to reimburse each such
Indemnified Person promptly upon demand for any reasonable documented out-of-pocket legal expenses incurred in connection with
investigating or defending any of the foregoing and other reasonable documented out-of-pocket expenses incurred in connection
with investigating or defending any of the foregoing or in connection with the enforcement of any provision of this Letter Agreement;
provided that the foregoing indemnity will not, as to any Indemnified Person, apply to (A) losses, claims, damages, liabilities
or related expenses (i) to the extent they are found in a final, non-appealable judgment of a court of competent jurisdiction
to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of such Indemnified
Person’s Affiliates or any of its or their respective officers, directors, employees, agents, controlling persons, members
or Representatives (collectively, such Indemnified Person’s “Related Persons”), (ii) arising out
of a material breach by such Indemnified Person (or any of such Indemnified Person’s Related Persons) of its obligations
under this Letter Agreement (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (iii)
arising out of any Proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by
an Indemnified Person against any other Indemnified Person, or (B) any settlement entered into by such Indemnified Person (or
any of such Indemnified Person’s Related Persons) without your written consent (such consent not to be unreasonably withheld,
delayed or conditioned). The indemnification provided for in this paragraph with respect to the Indemnified Matters shall be the
sole indemnification available from the Company or its Affiliates for such Indemnified Matters. The Indemnified Persons shall
not be entitled to, and shall not seek, any indemnification under the Purchase Agreement for such Indemnified Matters. 


 


9.        None
of the Indemnified Persons or (except solely as a result of your indemnification obligations set forth above to the extent an
Indemnified Person is found so liable) you, or any of your affiliates or the respective directors, officers, employees, advisors,
and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this
Letter Agreement, the Syndication, except as provided in the definitive documentation governing the Direct Investment Preferred
Shares. You shall not, without the prior written consent of each applicable Indemnified Person (which consent, except with respect
to a settlement including a statement of the type referred to in clause (b) below, shall not be unreasonably withheld or delayed),
effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder
by such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person in form and
substance reasonably satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such
Proceedings, (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf
of any Indemnified Person and (c) includes customary confidentiality and non-disparagement agreements. 


 


10.
      You acknowledge that we may be providing debt financing, equity capital or other services to other
companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. You
acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Letter Agreement,
or to furnish to you, confidential information obtained by us from other companies. 



     


     


    




11.     You
further acknowledge and agree that (a) AGS will act as an independent contractor and no fiduciary, advisory or agency relationship
between you and us is intended to be or has been created in respect of any of the transactions contemplated by this Letter Agreement,
irrespective of whether we have advised or are advising you on other matters, (b) AGS is acting solely as a principal and not
as an agent of yours hereunder and AGS, on the one hand, and you, on the other hand, have an arm’s-length business relationship
that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of us, (c) you are capable
of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated
by this Letter Agreement, (d) you have been advised that we are engaged in a broad range of transactions that may involve interests
that differ from your interests (including as described in the Purchase Agreement) and that we do not have any obligation to disclose
such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and (e) you waive, to the fullest
extent permitted by law, any claims you may have arising out of or in connection with this Letter Agreement, the Syndication against
us for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we shall not have any liability (whether direct
or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or
in right of you, including your stockholders, employees or creditors. AGS is not advising you as to any legal, tax, investment,
accounting or regulatory matters in any jurisdiction and AGS shall have no responsibility or liability to you with respect thereto.


 


12.    
The
Company agrees that the provisions of paragraph 2 of this Letter Agreement (the “Confidential Information”)
are confidential, and, except as otherwise agreed to in writing by AGS, as required by law or judicial process, shall not be disclosed
by you to any person or entity other than your representatives who reasonably need to be made aware of the Confidential Information
and who agree to keep the Confidential Information confidential. If the Company determines that it is required by law or judicial
process to disclose the Confidential Information, it shall consult AGS regarding such disclosure and seek confidential treatment
for such portions of the disclosure or filing as may be reasonably requested by AGS. If you are required to disclose the Confidential
Information in the Chapter 11 Cases, you will first seek entry of an order, reasonably satisfactory to AGS, authorizing you to
file the Confidential Information with such redactions as AGS may reasonably request, and that an unredacted copy of this Letter
Agreement may only be disclosed to the Bankruptcy Court, the U.S. Trustee (as defined in the Plan) and the legal and financial
advisors to any statutory committee appointed in the Chapter 11 Cases.


 







13.    
We shall use all non-public information received by us and our affiliates in connection with this Letter Agreement, the Syndication
solely for the purposes of negotiating, evaluating and consulting on the transactions contemplated hereby and thereby and providing
the services that are the subject of this Letter Agreement and not for any other purpose. We shall treat confidentially, together
with the terms and substance of this Letter Agreement, all such information; provided, however, that we shall be permitted
to disclose such information (a) to rating agencies, (b) to any prospective purchasers of the Direct Investment Preferred Shares
who have agreed to be bound by the confidentiality and non-use restrictions of this paragraph (provided that you shall be an express
third-party beneficiary of such agreements entitled to enforce such confidentiality and non-use restrictions), (c) in any legal,
judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in
which case we shall promptly notify you, in advance, to the extent permitted by law so that you may seek an appropriate protective
order or other appropriate remedy (at your sole cost and expense)), (d) upon the request or demand of any regulatory authority
having or asserting jurisdiction over us or our respective affiliates (in which case we shall promptly notify you, in advance,
to the extent permitted by law so that you may seek an appropriate protective order or other appropriate remedy (at your sole
cost and expense)), (e) to our affiliates, the limited partners of funds managed by the Preferred Equity Plan Sponsor and our,
our affiliates’ and such limited partners’ respective representatives who are informed of the confidential nature
of such information and are or have been advised of their obligation to keep information of this type confidential (and we shall
be fully responsible for such parties’ breach of this paragraph), (f) to any of our affiliates and their representatives
(provided that any such affiliate or representative is advised of its obligation to retain such information as confidential,
and we shall be fully responsible for our affiliates’ and their representatives’ breach of this paragraph) to be utilized
solely in connection with rendering services to you in connection with the proposed transaction, (g) to the extent any such information
becomes publicly available other than by reason of disclosure by us, our Affiliates or any of our respective Representatives in
breach of this Letter Agreement, (h) to the extent that such information is received by us from a third party that is not, to
our knowledge (after reasonable inquiry), subject to confidentiality obligations owing to you or any of your affiliates or related
parties, (i) to the extent that such information is independently developed by us without use of or reference to the information
provided to us, (j) for purposes of establishing a “due diligence” defense (in which case we shall promptly notify
you, in advance, to the extent permitted by law) or (k) to the extent that such information was already in our possession prior
to any duty or other undertaking of confidentiality entered into by us or any of our Affiliates in connection with the proposed
transaction or is independently developed by us. 



     


     


    




14.
     THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO SUCH STATE’S CHOICE OF LAW PROVISIONS WHICH WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAW
OF ANY OTHER JURISDICTION. BY ITS EXECUTION AND DELIVERY OF THIS LETTER AGREEMENT, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY
AGREES FOR ITSELF THAT ANY LEGAL ACTION, SUIT, OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER ARISING UNDER, ARISING OUT
OF, OR IN CONNECTION WITH THIS LETTER AGREEMENT OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION,
SUIT, OR PROCEEDING, SHALL BE BROUGHT IN THE BANKRUPTCY COURT, OR IF THE BANKRUPTCY COURT DOES NOT HAVE JURISDICTION TO HEAR SUCH
ACTION, SUIT OR PROCEEDING, ANY STATE OR FEDERAL COURT LOCATED IN DELAWARE COUNTY, DELAWARE, AND BY EXECUTING AND DELIVERING THIS
LETTER AGREEMENT, EACH OF THE PARTIES IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF SUCH COURT, GENERALLY
AND UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR
OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OF PROCEEDING TO AN ADDRESS PROVIDED IN WRITING BY THE RECIPIENT OF SUCH MAILING,
OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS
TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED. IN ENFORCING ITS RIGHTS HEREUNDER FOR ANY BREACH OF THIS LETTER AGREEMENT,
THE PARTIES ACKNOWLEDGE THAT THE OTHER PARTY WILL BE ENTITLED TO SEEK ANY FORM OF EQUITABLE RELIEF INCLUDING, WITHOUT LIMITATION,
INJUNCTIVE RELIEF, WITHOUT POSTING OF ANY BOND OR OTHER SECURITY AS WELL AS THE RIGHT TO PURSUE ANY AND ALL OTHER RIGHTS AND REMEDIES
(AND RECOVER ANY AND ALL DAMAGES (EXCEPT AS EXPRESSLY SET FORTH HEREIN)) AVAILABLE AT LAW OR IN EQUITY. THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER
AGREEMENT. 



     


     


    




15.
     AGS hereby notifies the Company that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56, signed into law October 26, 2001) (the “Act”) and normal policies and practices, AGS
is required to obtain, verify and record certain information and documentation. 


 


16.     The
provisions of Section 2.5 (Designation and Assignment Rights) of the Purchase Agreement shall apply to this Letter Agreement mutatis
mutandis.


 


17.    
This Letter Agreement may be executed in counterparts, each of which shall be deemed an original and all which counterparts shall
constitute one and the same document. Delivery of an executed signature page of this Letter Agreement by facsimile or electronic
(including “PDF”) transmission shall be effective as delivery of a manually executed counterpart hereof.


 


18.    
Notwithstanding any provision of this Letter Agreement to the contrary, the obligations of the Company in this Letter Agreement
shall not be a condition to the obligations of any Equity Commitment Party under the Purchase Agreement and any breach by the
Company or any of its Affiliates or Representative of this Letter Agreement or the inaccuracy of any representation or warranty
of the Company hereunder, shall not cause the failure of any condition, covenant or agreement under the Purchase Agreement. It
is understood and agreed by the parties hereto that the obligations of the Equity Commitment Parties to fund their commitments
under the Purchase Agreement are solely conditioned on and subject to the terms and conditions of the Purchase Agreement. 


 


[Signature
Pages to Follow] 




     


     


    

 


	 	Sincerely,
	 	 
	 	APOLLO GLOBAL SECURITIES, LLC
	 	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature
Page to Letter Agreement]






     


     


    

 


 





	AGREED AND ACCEPTED
	AS OF THE FIRST DATE WRITTEN ABOVE.
	 	 	 
	THE HERTZ CORPORATION
	 	 	 
	By:	 	 
	Name:
	Title:
	 	 	 
	SOLELY WITH RESPECT TO PARAGRAPHS
    4 AND 6 HEREOF:
	 	 	 
	KNIGHTHEAD CAPITAL MANAGEMENT, LLC
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	CERTARES OPPORTUNITIES LLC
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


[Signature
Page to Letter Agreement]






     


     


    









 


Annex C


Plan


 


See Exhibit C to Exhibit 10.1 filed on May 18,
2021


 






     


     


    

 


Annex D


 


Form of Rights Offering Procedures


 






    


     


    

 


HERTZ GLOBAL HOLDINGS, INC.


 


REVISED RIGHTS OFFERING PROCEDURES


 


PLEASE TAKE NOTICE THAT THE PRIOR RIGHTS
OFFERING IS CANCELLED AND TERMINATED IN ACCORDANCE WITH THE PRIOR RIGHTS OFFERING PROCEDURES. PLEASE DISCARD THE PRIOR RIGHTS OFFERING
PROCEDURES THAT YOU RECEIVED AND USE THESE REVISED RIGHTS OFFERING PROCEDURES.


 




Each Rights Offering Share is being distributed
and issued by the Debtors without registration under the Securities Act of 1933, as amended (the “Securities Act”),
in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act. 


 


None of the Subscription Rights or Rights Offering
Shares issuable upon exercise of such rights distributed pursuant to these Rights Offering Procedures have been or will be registered
under the Securities Act, nor any state or local law requiring registration for offer and sale of a security. Any Eligible Existing Hertz
Shareholders or Eligible Unsecured Funded Debt Holders that subscribe for Rights Offering Shares will be subject to restrictions under
the Securities Act on their ability to resell those securities. Resale restrictions are discussed in more detail in Article XII of the
Disclosure Statement (as defined below), entitled “Certain Securities Law Matters.” 


 


No Subscription Rights may be sold, transferred,
assigned, pledged, hypothecated, participated, donated or otherwise encumbered or disposed of, directly or indirectly (including through
derivatives, options, swaps, forward sales or other transactions in which any person receives the right to own or acquire any current
or future interest in the Subscription Rights, the Rights Offering Shares, the Existing Hertz Parent Interests, the Unsecured Funded Debt
Claims and any related claims), except in connection with a transfer by a Holder of Allowed Unsecured Funded Debt Claims or Existing Hertz
Parent Interests of such underlying Claims or Interests, as applicable. After Subscription Rights are exercised with respect to any Unsecured
Funded Debt Claims or Existing Hertz Parent Interests, any purported trading, assignment or transfer of such Unsecured Funded Debt Claims
or Existing Hertz Parent Interests shall be deemed null and void.


 


None of the Rights Offering Shares have been
registered under the Securities Act, nor any State or local law requiring registration for offer or sale of a security, and no Rights
Offering Shares may be sold or transferred except pursuant to an effective registration statement or exemption from registration under
the Securities Act.


 


Participation in the Rights Offering is limited
to Eligible Existing Hertz Shareholders or Eligible Unsecured Funded Debt Holders (collectively, “Eligible Subscription Rights Holders”).
No offer or invitation to subscribe or purchase is being made to any person who is not an Eligible Subscription Rights Holder, and no
such person should act or rely on any offer or invitation to subscribe or purchase Rights Offering Shares contained in this document.





 






    1


     


    

 




The Rights Offering is being conducted in good
faith and in compliance with the Bankruptcy Code. In accordance with Section 1125(e) of the Bankruptcy Code, a debtor or any of its agents
that participate, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, in the offer, issuance, sale,
or purchase of a security offered or sold under the plan of the debtor, of an affiliate participating in a joint plan with the debtor,
or of a newly organized successor to the debtor under the plan, is not liable, on account of such participation, for the violation of
any applicable law, rule, or regulation governing the offer, issuance, sale or purchase of securities.


 


All required documentation to participate in
the Rights Offering must be completed and timely submitted along with arrangement of payment of the Aggregate Purchase Price (as defined
in the Subscription Agreement) for such Subscription Rights, which must be actually and timely received by the Subscription Agent in no
event later than the Subscription Expiration Deadline, in accordance with all terms and conditions set forth in the Rights Offering Procedures
and the Subscription Agreement; provided, however, that the Backstop Investors must deliver the Aggregate Purchase Price by the Backstop
Funding Deadline. 


 


All questions concerning the timeliness, validity,
form, and eligibility of any exercise, or purported exercise of Subscription Rights, shall be determined in good faith by the Debtors,
in consultation with the Plan Sponsors. Any Rights Offering submissions that do not properly comply with the requirements set forth in
the Rights Offering Procedures and the Subscription Agreement will be deemed not to have been received or accepted until all such defects
and irregularities have been cured or waived in writing by the Debtors in consultation with the Plan Sponsors. Unless waived in writing,
any defects or irregularities must be cured by the Subscription Expiration Deadline in order to participate in the Rights Offering. The
Debtors, in consultation with the Plan Sponsors, may provide notice to an Eligible Existing Hertz Shareholder or Eligible Unsecured Funded
Debt Holder who elects to exercise its Subscription Rights of defects or irregularities in connection with such exercise; provided, that
neither the Debtors nor the Reorganized Debtors nor any of their respective employees, Affiliates, or professionals shall incur any liability
for giving, or failing to give, such notification and such opportunity to cure. For the avoidance of doubt, the submission of an inaccurate,
incomplete, untimely, or otherwise defective subscription or the failure to remit timely and full payment of the Aggregate Purchase Price
to the Subscription Agent may result in the irrevocable relinquishment and waiver of an Eligible Existing Hertz Shareholder’s or
Eligible Unsecured Funded Debt Holder’s purported right, if any, to participate in the Rights Offering. 


 


Capitalized terms used and not defined herein
shall have the meaning assigned to them in the Plan (as defined below) or the Equity Purchase and Commitment Agreement.1







 





 



1
To the extent the orders of the Bankruptcy Court approving the Debtors’ Motion for Entry of an Order (i) Approving Rights Offering
Procedures and Related Materials, (ii) Authorizing Debtors to Conduct Rights Offering in Connection with Debtors’ Plan of Reorganization,
(iii) Authorizing Entry into Backstop Commitment Agreement, and (iv) Granting Related Relief and the Debtors’ Motion for
Entry of an Order (i) Approving the Plan Sponsors, (ii) Approving Form, Content, and Notice of Disclosure Statement Supplement, (iii) Authorizing
the Debtors to Continue Solicitation, (iv) Approving Related Procedures and Documents, and (v) Granting Related Relief
(the “Orders”) and the conflicts with these Rights Offering Procedures, the Orders shall govern.


 






    2


     


    

 


Eligible Existing Hertz Shareholders or Eligible
Unsecured Funded Debt Holders should note the following dates and times relating to the Rights Offering:


 


	
    Date 
	
    Calendar Date
	
    Event 

	ALOC Facility Record Date	5:00 p.m. New York City Time on [June 10], 2021	
    The date fixed by these Rights Offering Procedures
    for the determination of the Subscription Rights of the Eligible Unsecured Funded Debt Holders of ALOC Facility Claims as of the Subscription
    Expiration Deadline (the “ALOC Facility Record Date”).

     

	Subscription
Commencement Date	[May 21], 2021	Commencement of the Rights Offering.
	 	 	 
	Subscription Expiration Deadline 	5:00 p.m. New York City Time on [June 11], 2021	
    The deadline for Eligible Existing Hertz
Shareholders and Eligible Unsecured Funded Debt Holders to subscribe for Rights Offering Shares. To exercise Subscription Rights, Eligible
Subscription Rights Holders must (i) submit an executed subscription agreement (the “Subscription Agreement”);
and (ii) timely execute (or arrange for its Subscription Nominee (as defined below) to execute) a wire transfer of the Aggregate
Purchase Price of the Rights Offering Shares, which must be received by Prime Clerk LLC in its capacity as subscription agent for the
Debtors (the “Subscription Agent”) (a) in the case of an Eligible Existing Hertz Shareholder that is not
a Backstop Investor, by the Subscription Expiration Deadline, (b) in the case of an Eligible Unsecured Funded Debt Holder that is
not a Backstop Investor, by by the Subscription Expiration Deadline, and (c) in the case of the Backstop Investors, by the Backstop
Funding Deadline. Parties must also have their Existing Hertz Parent Interests and Unsecured Funded Debt Claims, as applicable, tendered/blocked
prior to the Subscription Expiration Deadline in accordance with the ATOP procedures of DTC. After Subscription Rights are exercised
with respect to any Existing Hertz Parent Interests and Unsecured Funded Debt Claims, any purported trading, assignment or transfer of
such Existing Hertz Parent Interests or Unsecured Funded Debt Claims shall be deemed null and void.




 






    3


     


    

 


	 	 	Holders of Existing Hertz Parent Interests
or Unsecured Funded Debt Claims as of the applicable record date that are not held through DTC must complete and return to the Subscription
Agent and otherwise follow the additional instructions provided in the Subscription Form provided herewith.


 


Eligible Existing Hertz Shareholders (except the
Backstop Investors) must deliver the Aggregate Purchase Price by the Subscription Expiration Deadline.


 


Eligible Unsecured Funded Debt Holders (except
the Backstop Investors) must deliver the Aggregate Purchase Price by The Subscription Expiration Deadline, with any overpayment being
promptly refunded in accordance with these Rights Offering Procedures.


 


The Backstop Investors must deliver the Aggregate Purchase Price by
the Escrow Account Funding Date (as defined in the Equity Purchase and Commitment Agreement) (the “Backstop Funding Deadline”). 




 






    4


     


    

 


To Eligible Subscription Rights Holders:


 


On May 13, 2021, the
Debtors filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”)
the First Modified Third Amended Joint Chapter 11 Plan of Reorganization of The Hertz Corporation and its Debtor Affiliates (as
may be altered, amended, modified or supplemented from time to time in accordance with the terms thereof, the “Plan”),
and the Supplement to Disclosure Statement for the First Modified Third Amended Joint Chapter 11 Plan of Reorganization of The Hertz
Corporation and its Debtor Affiliates (as such may be altered, amended, modified or supplemented from time to time in accordance with
the terms thereof, the “Disclosure Statement Supplement”), which supplements the solicitation version of the
Disclosure Statement (as so supplemented, the “Disclosure Statement”). Pursuant to the Plan, each Holder of Existing
Hertz Parent Interests or Allowed Unsecured Funded Debt Claims may elect to receive Subscription Rights to the extent set forth in the
Plan and may, subject to the eligibility requirements set forth in these Rights Offering Procedures and the Plan, subscribe for its pro
rata share of the Reorganized Hertz Parent Common Interests being offered in the Rights Offering (the “Rights Offering Shares”),
provided that it (i) timely and properly executes and delivers its executed Subscription Agreement to the Subscription Agent and
tenders/blocks its position in the DTC’s Automated Tender Offer Program (“ATOP”) procedures of DTC Agreement
in advance of the Subscription Expiration Deadline, except to the extent an Eligible Existing Hertz Shareholder or Eligible Unsecured
Funded Debt Holder holds Existing Hertz Parent Interests or Allowed Unsecured Funded Debt Claims outside of DTC, in which case, such holders
shall comply with the instructions specified below under the heading 5, “Special Instructions for Claims or Interests Held Outside
DTC” and (ii) pays the Aggregate Purchase Price as set forth in the paragraph below. As a condition to and upon electing
to exercise such Subscription Rights, the applicable Existing Hertz Shareholder shall be deemed to have released and irrevocably waived
its right to receive its Pro Rata share of the New Warrants, as set forth in the Plan.


 


If (i) you are an
Eligible Existing Hertz Shareholder and do not wish to exercise your Subscription Rights or (ii) you are an Ineligible Existing Hertz
Shareholder and do not wish to elect to have your Pro Rata share of the Shareholder Subscription Rights sold pursuant to the Shareholder
Subscription Rights Auction described below, no action is necessary. Each such Existing Hertz Shareholder will receive its Pro
Rata share of the New Warrants, as set forth in the Plan, without the need to tender/block its Existing Hertz Parent Interests or return
any Subscription Agreement or other documentation to the Subscription Agent.


 


No Eligible Existing Hertz
Shareholder or Eligible Unsecured Funded Debt Holder shall be entitled to participate in the Rights Offering unless the Aggregate Purchase
Price for the Rights Offering Shares it subscribes for is received by the Subscription Agent (i) in the case of an Eligible Existing
Hertz Shareholder that is not a Backstop Investor, by the Subscription Expiration Deadline, (ii) in the case of an Eligible Unsecured
Funded Debt Holder that is not a Backstop Investor, by the Subscription Expiration Deadline, and (iii) in the case of the Backstop
Investors, by the Backstop Funding Deadline. No interest is payable on any advanced funding of the Aggregate Purchase Price. If the Rights
Offering is terminated for any reason, your Aggregate Purchase Price will be returned to you promptly. No interest will be paid on any
returned Aggregate Purchase Price.


 






    5


     


    

 


As part of the exercise
process, following the exercise of Subscription Rights, the Existing Hertz Parent Interests and Unsecured Funded Debt Claims that are
held through The Depository Trust Company (“DTC”) and the other relevant depositories will be frozen from trading,
as described below. All beneficial holders of Existing Hertz Parent Interests and Unsecured Funded Debt Claims that are not registered
holders must process and deliver the underlying Existing Hertz Parent Interests and Unsecured Funded Debt Claims through ATOP and complete
and submit all the information required in connection with such delivery. By giving the instruction to its Subscription Nominee to
submit the underlying Existing Hertz Parent Interests and Unsecured Funded Debt Claims through ATOP, the Holder is (i) authorizing
its Subscription Nominee to exercise all Subscription Rights associated with the amount of Existing Hertz Parent Interests and Unsecured
Funded Debt Claims as to which the instruction pertains; and (ii) certifying that it understands that, once submitted, the underlying
Existing Hertz Parent Interests and Unsecured Funded Debt Claims will be frozen from trading until the Effective Date, at which point
(a) in the case of Existing Hertz Parent Interests, the underlying Existing Hertz Parent Interests will be cancelled pursuant to
the Plan provided that as a condition to and upon electing to exercise such Subscription Rights, the applicable Existing Hertz
Shareholder shall be deemed to have released and irrevocably waived its right to receive its Pro Rata share of the New Warrants, as set
forth in the Plan; (b) in the case of Unsecured Funded Debt Claims, the underlying Unsecured Funded Debt Claims will be paid pursuant
to the Plan; provided that as a condition to and upon exercising such Subscription Rights by signing the Subscription Form and
delivering it to the Subscription Agent or tendering through DTC, as applicable, the applicable Eligible Unsecured Funded Debt Holder
shall, subject to entry of the Confirmation Order, be deemed to have released and irrevocably waived any right to seek payment of any
amounts on account of any of its Allowed Unsecured Funded Debt Claims actually tendered in the Rights Offering (including interest, costs,
fees, premiums, or any “make whole” amounts) that exceeds the aggregate amount of the principal of such Unsecured Funded Debt
Claim, interest accrued, but unpaid as of the Petition Date at the non-default rate, and postpetition interest accrued, but unpaid as
of the Effective Date at the Federal Judgement Rate; and (c) in either case, the Holder will additionally receive any related Rights
Offering Shares. THE FOREGOING RELEASE SHALL BE EFFECTIVE EVEN IF ALL AVAILABLE SUBSCRIPTION RIGHTS
ARE EXERCISED BY HOLDERS OF EXISTING HERTZ PARENT INTERESTS, AND THERE ARE NO SUBSCRIPTION RIGHTS AVAILABLE FOR HOLDERS OF ALLOWED UNSECURED
FUNDED DEBT CLAIMS. IF A HOLDER OF ALLOWED UNSECURED FUNDED DEBT CLAIMS DETERMINES TO TENDER SOMe, BUT NOT ALL OF ITS ALLOWED UNSECURED
FUNDED DEBT CLAIMS, THE foregoing RELEASE SHALL ONLY BE EFFECTIVE AS TO THOSE ALLOWED FUNDED DEBT CLAIMS ACTUALLY TENDERED IN THE RIGHTS
OFFERING. aDDITIONALLY, IF A HOLDER OF UNSECURED FUNDED DEBT CLAIMS THAT IS NOT AN “ACCREDITED INVESTOR” OR A “QUALIFIED
INSTITUTIONAL BUYER” (AND THEREFORE, NOT AN ELIGIBLE UNSECURED FUNDED DEBT HOLDER) SIGNS THE SUBSCRIPTION FORM AND DELIVERS
IT TO THE SUBSCRIPTION AGENT (OR TENDERS its Unsecured funded debt claims, as applicable), THE DEBTORS MAY TAKE THE position THAT
SUCH HOLDER HAS PROVIDED THE ABOVE DESCRIBED WAIVER EVEN IF SUCH HOLDER WAS INELIGIBLE TO EXERCISE BONDHOLDER SUBSCRIPTION RIGHTS.


 






    6


     


    

 


The amount of time necessary
for a Subscription Nominee to process and deliver the applicable Existing Hertz Parent Interests and Unsecured Funded Debt Claims through
ATOP may vary. Beneficial Holders of Existing Hertz Parent Interests and Unsecured Funded Debt Claims are urged to consult with their
Subscription Nominees to ensure the timely submission. Failure to complete the steps set forth in these Rights Offering Procedures on
a timely basis will result in such Holder being deemed to have irrevocably relinquished and waived their Subscription Rights. None of
the Company, the Solicitation Agent, or the Backstop Investors will have any liability for any such failure.


 


Each Ineligible Existing Hertz
Shareholder may elect prior to the Subscription Rights Expiration Deadline to have its Pro Rata (based on Existing Hertz Parent Interests
held by all Holders of Existing Hertz Parent Interests) share of the Shareholder Subscription Rights sold pursuant to the Shareholder
Subscription Rights Auction by submitting such election in accordance with the Rights Offering Procedures.  Such election shall include
a minimum price at which such Ineligible Existing Hertz Shareholder will agree to sell its Subscription Rights (each a “Minimum
Auction Price”).  In addition to exercising their Pro Rata (based on Existing Hertz Parent Interests held by all Holders
of Existing Hertz Parent Interests) share of the Shareholder Subscription Rights, each Eligible Existing Hertz Shareholder may elect prior
to the Subscription Rights Expiration Deadline to purchase available Shareholder Subscription Rights at the Shareholder Subscription Rights
Auction by submitting such election in accordance with the Subscription Form provided herewith.  Such election must include
the maximum amount and price per Shareholder Subscription Right such Eligible Existing Hertz Shareholder is willing to purchase at the
Shareholder Subscription Rights Auction.  The Shareholder Subscription Rights Auction will conclude prior to the Effective Date. 
Pursuant to the Shareholder Subscription Rights Auction, the Debtors will sell available Shareholder Subscription Rights for the highest
available aggregate purchase price and distribute cash proceeds in accordance with the Plan.  If an Ineligible Existing Hertz Shareholder
is unable to sell its Subscription Rights because its Minimum Auction Price is not met, such Ineligible Existing Hertz Shareholders shall
be deemed to have elected to receive New Warrants instead of Subscription Rights and shall receive such New Warrants as provided in the
Plan. The distribution of the cash proceeds, if any, from the Shareholder Subscription Rights Auction is expected to occur within 60
days following the Subscription Expiration Deadline.


 


No Eligible Existing Hertz
Shareholder or Eligible Unsecured Funded Debt Holder (in each case, except the Backstop Investors) shall be entitled to participate in
the Rights Offering unless the Aggregate Purchase Price for the Rights Offering Shares it subscribes for is received by the Solicitation
Agent by the applicable deadline set forth herein.


 


The rights and obligations
of the Backstop Investors in the Rights Offering shall be governed by the Equity Purchase and Commitment Agreement to the extent the rights
or obligations set forth therein differ from the rights and obligations set forth in these Rights Offering Procedures.


 






    7


     


    

 


In order to participate
in the Rights Offering, you must complete all of the steps outlined below. If all of the steps outlined below are not completed by the
applicable deadline, you shall be deemed to have forever and irrevocably relinquished and waived your right to participate in the Rights
Offering.


 


		1.	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) 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. Each such holder must provide to the
Subscription Agent, 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 Subscription Agent by no
later than the Subscription Expiration Deadline.


 


Subject to the terms and conditions
set forth in the Plan, these Rights Offering 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 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 Plan and these Rights Offering Procedures. Subject to the terms and conditions set forth in the Plan,
these Rights Offering Procedures and the 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 maximum entitlement of any Eligible Unsecured Funded Debt Holder in the 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 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.


 






    8


     


    

 


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 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 (the “Unsubscribed Shares”) and (ii) exercise all Subscription Rights that are issued
to it pursuant to the Rights Offering, and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance
with the Rights Offering Procedures and the Plan.


 


Any Eligible Existing Hertz
Shareholders and Eligible Unsecured Funded Debt Holders that subscribe for Rights Offering Shares will be subject to restrictions under
the Securities Act on their ability to resell those securities. Resale restrictions are discussed in more detail in Article VI of
the Disclosure Statement, entitled “Transfer Restrictions and Consequences Under Federal Securities Law.”


 


SUBJECT TO THE TERMS AND
CONDITIONS OF THE RIGHTS OFFERING PROCEDURES AND THE EQUITY PURCHASE AND COMMITMENT AGREEMENT IN THE CASE OF THE BACKSTOP INVESTORS, ALL
SUBSCRIPTIONS ARE IRREVOCABLE.


 


		2.	Subscription Period



 


The Rights Offering will commence
on the Subscription Commencement Date and will expire at the Subscription Expiration Deadline (the “Subscription Period”).


 


Each Eligible Existing Hertz
Shareholder or Eligible Unsecured Funded Debt Holder intending to purchase Rights Offering Shares in the Rights Offering must affirmatively
elect to exercise its Subscription Rights in the manner set forth in these Rights Offering Procedures by the Subscription Expiration Deadline.


 


Any exercise of Subscription
Rights after the Subscription Expiration Deadline will not be allowed and any purported exercise received by the Subscription Agent after
the Subscription Expiration Deadline, regardless of when the documents or payment relating to such exercise were sent, will not be honored.


 






    9


     


    

 


The Subscription Expiration
Deadline may be extended with the consent of the Plan Sponsors (as defined in the Equity Purchase and Commitment Agreement), or as required
by law.


 


		3.	Distribution of the Rights Offering Materials



 


On the Subscription Commencement
Date, the Subscription Agent shall distribute, or cause to be distributed, the Rights Offering Procedures and the Subscription Agreement
(collectively, the “Rights Offering Materials”), to all holders of Existing Hertz Parent Interests and Allowed
Unsecured Funded Debt Claims in the ordinary course of distribution, including through DTC, and to each bank, broker, or other nominee
(each, a “Subscription Nominee”) for any applicable holder of Existing Hertz Parent Interest or Allowed Unsecured
Funded Debt Claims identified to the Subscription Agent in advance of the Subscription Commencement Date. Eligible Existing Hertz Shareholders
and Eligible Unsecured Funded Debt Holders must instruct their Subscription Nominee, as applicable, to tender/block their positions in
DTC or the relevant depository. The Subscription Agent shall use such information only for purposes consistent with the Rights Offering
Procedures and any order of the Bankruptcy Court.


 


Copies of the Rights Offering
Materials may also be obtained by contacting the Subscription Agent or visiting the Debtors’ restructuring website at http://restructuring.primeclerk.com/hertz.


 


		4.	Delivery of Subscription Agreement



 


Subject to the terms and conditions
set forth in the Plan, these Rights Offering Procedures and the Subscription Agreement, each Eligible Existing Hertz Shareholder or Eligible
Unsecured Funded Debt Holder may exercise all or any portion of such holder’s Subscription Rights.


 


In order to facilitate the
exercise of the Subscription Rights, beginning on the Subscription Commencement Date, the Subscription Agent will send a Subscription
Agreement to each Holder of Existing Hertz Parent Interests and Allowed Unsecured Funded Debt Claims together with appropriate instructions
for the proper completion, due execution, and timely delivery of the executed Subscription Agreement, and the payment of the Aggregate
Purchase Price for its Rights Offering Shares. Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders will also
need to instruct their Subscription Nominee to tender/block their positions through the ATOP procedures of the DTC.


 


		5.	Special Instructions for Claims or Interests Held Outside DTC



 


To the extent an Eligible
Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder holds Existing Hertz Parent Interests or Allowed Unsecured Funded
Debt Claims outside of DTC as of the applicable record date (e.g., record holders of Existing Hertz Parent Interests and holders of Allowed
ALOC Facility Claims), such holder should complete and return the subscription form (the “Subscription Form”) provided
herewith and return such Subscription Form to the Subscription Agent by no later than the Subscription Expiration Deadline in lieu
of tendering/blocking such Existing Hertz Parent Interests or Allowed Unsecured Funded Debt Claims through the ATOP procedures of the
DTC as set forth in these Rights Offering Procedures. All other requirements set forth in these Rights Offering Procedures otherwise apply
to such holders. Further instructions and information regarding the applicable record date are provided on the Subscription Form.


 






    10


     


    

 


Only Eligible Existing Hertz
Shareholders and Eligible Unsecured Funded Debt Holders holding Existing Hertz Parent Interests or Allowed Unsecured Funded Debt Claims
outside of DTC are required to complete and return a Subscription Form to the Subscription Agent by the Subscription Expiration Deadline.


 


		6.	Exercise of Subscription Rights



 


(a)            In
order to validly exercise its Subscription Rights, each Eligible Existing Hertz Shareholder and Eligible Unsecured Funded Debt Holder
(in each case, except the Backstop Investors) must:


 


		i.	return a duly executed Subscription Agreement to the Subscription Agent, so that such documents are actually
received by the Subscription Agent by the Subscription Expiration Deadline and tender/block their positions through the ATOP procedures
of the DTC in an amount or number of shares equal to the amount or number of shares such holder wishes to exercise Subscription Rights
on account of;



 


		ii.	at the same time it returns its Subscription Agreement to the Subscription Agent, but in no event later
than the Subscription Expiration Deadline, pay the Aggregate Purchase Price to the Subscription Agent by wire transfer ONLY of
immediately available funds in accordance with the instructions set forth herein; and



 


		iii.	timely provide any information and certifications reasonably requested by the Subscription Agent, the
Backstop Investors and the Company as to its status as an accredited investor or qualified institutional buyer.



 


(b)            In
order to validly exercise its Subscription Rights, each Backstop Investor must:


 


		i.	return a duly executed Subscription Agreement to the Subscription Agent, so that such documents are actually
received by the Subscription Agent by the Subscription Expiration Deadline and tender/block their positions through the ATOP procedures
of the DTC in an amount or number of shares equal to the amount or number of shares such holder wishes to exercise Subscription Rights
on account of; and



 


		ii.	no later than the Backstop Commitment Deadline, pay the Aggregate Purchase Price (in accordance with the
terms and conditions and in the form and manner set forth in the Equity Purchase and Commitment Agreement) in accordance with Section 2.3
of the Equity Purchase and Commitment Agreement by wire transfer ONLY of immediately available funds in accordance with the instructions
set forth herein.



 






    11


     


    

 


All Eligible Existing Hertz
Shareholder and Eligible Unsecured Funded Debt Holder must deliver their completed Subscription Agreement and payment of the Aggregate
Purchase Price payable for the Rights Offering Shares elected to be purchased by such Eligible Existing Hertz Shareholder or Eligible
Unsecured Funded Debt Holder (in each case, except the Backstop Investors) directly to the Subscription Agent on or before the Subscription
Expiration Deadline. The Backstop Investors must deliver their payment of the Aggregate Purchase Price payable for the Rights Offering
Shares elected to be purchased by each such Backstop Investor in accordance with Section 2.3 of the Equity Purchase and Commitment
Agreement.


 


In the event that the funds
received by the Subscription Agent from any Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder do not correspond
to the Aggregate Purchase Price payable for the Rights Offering Shares elected to be purchased by such Eligible Existing Hertz Shareholder
or Eligible Unsecured Funded Debt Holder, the number of the Rights Offering Shares deemed to be purchased by such Eligible Existing Hertz
Shareholder or Eligible Unsecured Funded Debt Holder will be the lesser of (a) the number of the Rights Offering Shares elected to
be purchased by such Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder and (b) a number of the Rights
Offering Shares determined by dividing the amount of the funds received by the applicable Rights Offering Share price set forth herein
or, in the case of an Eligible Unsecured Funded Debt Holder, as may be adjusted downward after exercise of Subscription Rights by Eligible
Existing Hertz Shareholders.


 


The cash paid to the Subscription
Agent in accordance with these Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated escrow
account designated in escrow agreements mutually satisfactory to the Plan Sponsors and the Debtors until administered in connection with
the settlement of the Rights Offering on the Effective Date. The Subscription Agent may not use such cash for any other purpose prior
to the Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by
the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estates and, for the avoidance of doubt, will
be non-interest bearing.


 


		7.	Transfer Restriction; Revocation



 


The Subscription Rights are
not detachable from the applicable Existing Hertz Parent Interests or Allowed Unsecured Funded Debt Claims. If any Subscription Rights
are transferred by an Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder, except in connection with a transfer
by a Holder of the underlying Existing Hertz Parent Interest or Allowed Unsecured Funded Debt Claims, such Subscription Rights will be
cancelled and neither such Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder nor the purported transferee will
receive any Rights Offering Shares otherwise purchasable on account of such transferred Subscription Rights.


 


Once an Eligible Existing
Hertz Shareholder or Eligible Unsecured Funded Debt Holder has properly exercised its Subscription Rights, subject to the terms and conditions
of the Subscription Agreement and the Equity Purchase and Commitment Agreement in the case of the Backstop Investors, such exercise will
be irrevocable.


 






    12


     


    

 


		8.	Return of Payment



 


Unless the Closing Date has
occurred, the Rights Offering will be deemed automatically terminated without any action of any party upon the earliest of (i) revocation
of the Plan, (ii) termination of the Plan Support Agreement (as defined in the Equity Purchase and Commitment Agreement) in accordance
with its terms, (iii) termination of the Equity Purchase and Commitment Agreement in accordance with its terms, and (iv) August 31,
2021 (as may be extended pursuant to Section 9.2(b)(i) of the Equity Purchase and Commitment Agreement).


 


If the Rights Offering is
terminated or otherwise not consummated, any cash paid to the Subscription Agent will be returned, without interest, to the applicable
Eligible Existing Hertz Shareholder, Eligible Unsecured Funded Debt Holder or Backstop Investor as soon as reasonably practicable, but
in no event later than five Business Days after the date on which the Rights Offering is terminated.


 


		9.	Fractional Shares



 


No fractional rights or Rights
Offering Shares will be issued in the Rights Offering. All share allocations (including each Eligible Existing Hertz Shareholder’s
or Eligible Unsecured Funded Debt Holder’s Rights Offering Shares) will be calculated and rounded down to the nearest whole share.


 


		10.	Validity of Exercise of Subscription Rights



 


All questions concerning the
timeliness, viability, form, and eligibility of any exercise of Subscription Rights will be determined in good faith by the Debtors, in
consultation with the Plan Sponsors, and, if necessary, subject to a final and binding determination by the Bankruptcy Court. The Debtors
will not be deemed to have received nor otherwise accepted any exercise or subscription that is incomplete, inaccurate, untimely, or otherwise
fails to conform to the requirements set forth in these Rights Offering Procedures. The Debtors, in consultation with the Plan Sponsors,
may provide notification to an Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder who elects to exercise its
Subscription Rights of such defects or irregularities and permit such defects or irregularities to be waived, provided such waiver is
executed in writing, or otherwise timely cured. Each such irregularity or defect, if reviewed, will be done so on an individual submission
basis. For the avoidance of doubt, Subscription Agreements will be deemed not to have been received or accepted until all defects or irregularities
have been waived in writing or timely cured. None of the Debtors, the Reorganized Debtors, the Backstop Investors or the Plan Sponsors
nor any of their respective employees, Affiliates, or professionals shall incur any liability for giving, or failing to give, such notification
or opportunity to cure.


 


Before exercising any Subscription
Rights, Eligible Existing Hertz Shareholders and Eligible Unsecured Funded Debt Holders should read the Disclosure Statement Supplement,
the Disclosure Statement Supplement and the Plan for information relating to the Debtors and the risk factors to be considered.


 






    13


     


    

 


		11.	Modification of Procedures



 


With the prior written consent
of the Plan Sponsors, the Debtors reserve the right to modify these Rights Offering Procedures, or adopt additional procedures consistent
with these Rights Offering Procedures, to effectuate the Rights Offering and to issue the Rights Offering Shares; provided, that
the Debtors shall provide prompt written notice to each Eligible Subscription Rights Holder (which may be through such Eligible Subscription
Rights Holder’s Nominee) of any material modification to these Rights Offering Procedures made after the Subscription Commencement
Date, which notice may be provided through posting such notice on the Subscription Agent’s website at https://cases.primeclerk.com/hertz.
In so doing, and subject to the consent of the Plan Sponsors pursuant to the Equity Purchase and Commitment Agreement, the Debtors may
execute and enter into agreements and take further action that the Debtors determine in good faith are necessary and appropriate to effectuate
and implement the Rights Offering and the issuance of the Rights Offering Shares. Nothing in this paragraph shall be construed so as to
permit the Debtors to modify the terms of any executed and delivered Subscription Agreement without the reasonable consent of the Eligible
Existing Hertz Shareholder, Eligible Unsecured Funded Debt Holder, or Backstop Investor party thereto.


 


The Debtors shall undertake
reasonable procedures to confirm that each participant in the Rights Offering is in fact an Eligible Existing Hertz Shareholder or Eligible
Unsecured Funded Debt Holder, including, but not limited to, requiring additional certifications by such participant to that effect and
other diligence measures as the Debtors deem reasonably necessary.


 


All calculations, including,
to the extent applicable, the calculation of (i) the value of any Eligible Existing Hertz Shareholder’s or Eligible Unsecured
Funded Debt Holder’s Allowed Claims or Interests for the purposes of the Rights Offering and (ii) any Eligible Existing Hertz
Shareholder’s or Eligible Unsecured Funded Debt Holder’s Rights Offering Shares, shall be made in good faith by the Debtors
and with the consent of the Plan Sponsors, and in each case in accordance with any Claim amounts included in the Plan, and any disputes
regarding such calculations shall be subject to a final and binding determination by the Bankruptcy Court.


 


		12.	Inquiries And Transmittal of Documents; Subscription Agent



 


The Rights Offering Instructions
attached hereto should be read carefully and strictly followed by the Eligible Subscription Rights Holders.


 


Questions
relating to the Rights Offering should be directed to the Subscription Agent toll free at the following telephone numbers: (877)
428-4661 (domestic telephone number) or (929) 955-3421 (international telephone number) or via e-mail at Hertzsubscription@primeclerk.com.


 


The risk of non-delivery of
all documents and payments to the Subscription Agent is on the Eligible Existing Hertz Shareholder or Eligible Unsecured Funded Debt Holder
electing to exercise its Subscription Rights and not the Debtors or the Subscription Agent.


 






    14


     


    

 


		13.	Failure to Exercise Subscription Rights



 


Subscription Rights that are
not exercised in accordance with these Rights Offering Procedures by the Subscription Expiration Deadline will be relinquished on the
Subscription Expiration Deadline, and none of the Debtors, the Reorganized Debtors, the Backstop Investors or the Plan Sponsors nor any
of their respective employees, Affiliates, or professionals shall have any liability for any failure to exercise Subscription Rights.
Any attempt to exercise Subscription Rights after the Subscription Expiration Deadline shall be null and void and the Company shall not
be obligated (but, in consultation with the Plan Sponsors, shall be permitted) to honor any such purported exercise received by the Subscription
Agent after the Subscription Expiration Deadline regardless of when the documents relating thereto were sent. The method of delivery of
the applicable Subscription Agreement and any other required documents is at each Eligible Existing Hertz Shareholder’s or Eligible
Unsecured Funded Debt Holder’s option and sole risk, and delivery will be considered made only when actually received by the Subscription
Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly recommended.
In all cases, you should allow sufficient time to ensure timely delivery by the Subscription Expiration Deadline.


 






    15


     


    

 


HERTZ GLOBAL HOLDINGS, INC.


 


RIGHTS OFFERING INSTRUCTIONS FOR ELIGIBLE EXISTING
HERTZ SHAREHOLDERS AND ELIGIBLE UNSECURED FUNDED DEBT HOLDERS


 


Terms used and not defined herein or in the
Subscription Agreement shall have the meaning assigned to them in the Plan.


 


To elect to participate in the Rights Offering,
you must follow the instructions set out below:


 


		1.	Tender/Block through the ATOP procedures of the DTC the number of shares of Existing Hertz
Parent Interests and/or principal amount of the Allowed Unsecured Funded Debt Claims that you held as of the time of submission (and as
of no later than the Submission Expiration Deadline) and that you wish to participate in the Rights Offering as set forth in these Rights
Offering Procedures prior to the Subscription Expiration Deadline. As a condition to and upon electing to exercise such Subscription
Rights, the applicable Existing Hertz Shareholder shall be deemed to have released and irrevocably waived its right to receive its Pro
Rata share of the New Warrants, as set forth in the Plan.



 


		2.	In the event there are any Subscription Rights available for
EXERCISE BY Eligible Unsecured Funded Debt Holders, as a condition to and upon EXERCISING such Subscription Rights by signing the subscription
form and delivering it to the subscription agent or tendering through dtc, as applicable, the applicable Eligible Unsecured Funded Debt
Holder shall, subject to the entry of the confirmation order, be deemed to have released and irrevocably waived any right to receive payment
of any amounts on account of any of its Allowed Unsecured Funded Debt ClaimS actually tendered in the rights offering (including interest,
costs, fees, premiums, or any “make-whole” amounts) that exceeds the aggregate amount of the principal of such Unsecured Funded
Debt Claim, interest accrued, but unpaid as of the Petition Date at the non-default rate, and postpetition interest accrued, but unpaid
as of the Effective Date at the Federal Judgment Rate (AND SUCH RELEASE AND WAIVER SHALL REMAIN EFFECTIVE NOTWITHSTANDING ANY FAILURE
BY ANY ELIGIBLE UNSECURED FUNDED DEBT HOLDER TO PROPERLY EXERCISE SUCH BONDHOLDER SUBSCRIPTION RIGHTS IN ACCORDANCE WITH THE RIGHTS OFFERING
PROCEDURES, INCLUDING BY FAILING TO TIMELY DELIVER THE APPLICABLE PURCHASE PRICE). THE FOREGOING RELEASE SHALL BE EFFECTIVE EVEN
IF ALL AVAILABLE SUBSCRIPTION RIGHTS ARE EXERCISED BY HOLDERS OF EXISTING HERTZ PARENT INTERESTS, AND THERE ARE NO SUBSCRIPTION RIGHTS
AVAILABLE FOR HOLDERS OF ALLOWED UNSECURED FUNDED DEBT CLAIMS. IF A HOLDER OF ALLOWED UNSECURED FUNDED DEBT CLAIMS DETERMINES TO TENDER
SOMe, BUT NOT ALL OF ITS ALLOWED UNSECURED FUNDED DEBT CLAIMS, THE foregoing RELEASE SHALL ONLY BE EFFECTIVE AS TO THOSE ALLOWED FUNDED
DEBT CLAIMS ACTUALLY TENDERED IN THE RIGHTS OFFERING. aDDITIONALLY, IF A HOLDER OF UNSECURED FUNDED DEBT CLAIMS THAT IS NOT AN “ACCREDITED
INVESTOR” OR A “QUALIFIED INSTITUTIONAL BUYER” (AND THEREFORE, NOT AN ELIGIBLE UNSECURED FUNDED DEBT HOLDER) SIGNS THE
SUBSCRIPTION FORM AND DELIVERS IT TO THE SUBSCRIPTION AGENT (OR TENDERS its Unsecured funded debt claims, as applicable), THE DEBTORS
MAY TAKE THE position THAT SUCH HOLDER HAS PROVIDED THE ABOVE DESCRIBED WAIVER EVEN IF SUCH HOLDER WAS INELIGIBLE TO EXERCISE BONDHOLDER
SUBSCRIPTION RIGHTS.



 






    16


     


    

 


		3.	Read and countersign the Subscription Agreement, including the Investor Certification included
therein. Such execution shall indicate your acceptance and approval of the terms and conditions set forth therein.



 


		4.	If you hold your Existing Hertz Parent Interest or Allowed Unsecured Funded Debt Claims
outside of DTC, read, complete, and sign the Subscription Form provided herewith.



 


		5.	Read, complete, and sign an IRS Form W-9 if you are a U.S. person. If you are a non-U.S.
person, read, complete, and sign an appropriate IRS Form W-8. These forms may be obtained from the IRS at its website: www.irs.gov.



 


		6.	Return your signed Subscription Agreement, Investor Certification, and, if applicable,
Subscription Form to the Subscription Agent prior to the Subscription Expiration Deadline either via email (in PDF or other standard
format) to Hertzsubscription@primeclerk.com or to the following physical addresses via mail:



 


	If by First Class Mail, Hand Delivery, or Overnight Mail:
	
     

    THE HERTZ CORPORATION RIGHTS OFFERING PROCESSING

    C/O PRIME CLERK, LLC

    ONE GRAND CENTRAL PLACE

    60 EAST 42ND STREET

    SUITE 1440

    NEW YORK, NY 10165




 






    17


     


    

 


		7.	Arrange for full payment of the Aggregate Purchase Price by wire transfer of immediately
available funds.



 




The Subscription Expiration Deadline is
5:00 p.m. New York City Time on [June 11], 2021.


 


Eligible Existing Hertz Shareholders and Eligible
Unsecured Funded Debt Holders (in each case, except the Backstop Investors) should follow the delivery and payment instructions set forth
herein. The Backstop Investors should follow the payment instructions in the funding notice delivered in accordance with the Equity Purchase
and Commitment Agreement.


 


Eligible Existing Hertz Shareholders and Eligible
Unsecured Funded Debt Holders (in each case, except the Backstop Investors) must deliver the appropriate funding in accordance with Section
2.3 of the Equity Purchase and Commitment Agreement.


 





 






    18


     


    

 

Annex E


 


Form of “VCOC” Letter


 






    


     


    

 

HERTZ GLOBAL HOLDINGS, INC.


 




[_____], 2021


 


CK Amarillo LP


c/o Knighthead Capital Management, LLC


280 Park Avenue, 22nd Floor


New York, New York 10017


 


and


 


c/o Certares Management LLC


350 Madison Avenue, 8th Floor


New York, New York 10017


 


 


 


Re:      VCOC Management Rights


 


Ladies and Gentlemen:


 


On
behalf of Hertz Global Holdings, Inc., (the “Company”), we write this letter agreement to confirm our agreement that,
immediately upon the direct or indirect debt or equity investment by CK Amarillo LP (the “VCOC Investor”) in
the Company and for so long as the VCOC Investor continues to hold, directly or indirectly, any debt or equity investment in the Company
(the “Interests”), the VCOC Investor will be entitled to the following contractual management rights, in addition to
any rights to which the VCOC Investor may be entitled to pursuant to any other agreements. Capitalized terms used herein (including in
this paragraph) but not defined herein shall have the meaning assigned to such terms in the Equity Purchase and Commitment Agreement among
the Company and the Equity Commitment Parties thereto, dated as of May [●], 2021.


 


1.                 
The VCOC Investor is an entity which is intended to operate as a “venture capital operating company” within the meaning
of United States Department of Labor Regulation published at 29 C.F.R. Section 2510.3-101 (the “Plan Asset Regulation”).
The parties hereto, for good and valuable consideration, hereby agree that, subject to the Company’s reasonable restriction on the
use and disclosure of such information and the Company’s right to limit such disclosure to comply with applicable securities Laws
or its fiduciary duties, in order for the VCOC Investor to qualify its investment in the Company as a “venture capital investment”
for purposes of the Plan Asset Regulation, the VCOC Investor shall have the informational and consultation rights described below. In
the event that, after the date hereof, as a result of any change in applicable Law or regulation or a judicial or administrative interpretation
of applicable Law, it is determined that the VCOC Investor’s investment in the Company will not qualify as a “venture capital
investment” for purposes of the Plan Asset Regulation, the VCOC Investor and the Company will reasonably cooperate in good faith
to agree upon mutually satisfactory terms to satisfy the requirements of the Plan Asset Regulation.


 






     


     


    

 


CK Amarillo LP


[_____], 2021


Page 2 of 3


 


2.                 
 The Company shall provide the VCOC Investor or its representative (its “Representative”) with true and correct
copies of all statements and reports the Company is required to deliver to the lender under the Exit Revolving Credit Facility or the
Exit Term Loan Facility (the “Financial Reports”) on a confidential basis and on the same schedule as the lenders under
the Exit Revolving Credit Facility or the Exit Term Loan Facility receive such Financial Reports.


 


3.                 
The VCOC Investor shall have, upon reasonable prior notice, the independent right to send its Representative to visit and inspect
any of the properties of the Company, and to examine its books and records and to take copies and extracts therefrom, at reasonable times
during business hours and at reasonable intervals at the sole cost and expense of the VCOC Investor. Notwithstanding anything to the contrary
in this paragraph (3), neither the Company nor any of its Subsidiaries will be required to disclose or permit the inspection or discussion
of any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure
to the VCOC Investor (or its representatives or contractors) is prohibited by Law, fiduciary duty or any binding agreement or (iii) that
is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the event that any Company
or any Subsidiary of the Company does not provide information in reliance on foregoing clause (ii) or (iii), such Person shall (x) if
permitted by applicable Law, provide written notice to the VCOC Investor that such information is being withheld pursuant to the foregoing
proviso if such notice can, in the Company’s good faith determination, be provided in a manner that would not result in such a violation
of Law, fiduciary duty or any binding agreement or waiver or impairment of privilege and (y) use commercially reasonable efforts to provide
such information in a manner that would not result in such a violation of Law, fiduciary duty or any binding agreement or waiver or impairment
of privilege.


 


4.                 
The VCOC Investor or its Representative shall be entitled to consult with and advise the Company’s management with respect
to matters relating to the business and affairs of the Company and its Subsidiaries, including the Company’s proposed annual operating
plans. The Company’s management will meet with the VCOC Investor or its Representative at the Company’s facilities and at
regular intervals during each year at mutually agreeable times and not more frequently than once per quarter for such consultation and
advice and to review progress in achieving said plans. The Company agrees to cause its management to consider, in good faith, the recommendations
of the VCOC Investor or its designated Representative in connection with the matters on which it is consulted.


 


5.                The Company shall deliver to the VCOC Investor (and/or its Representative) any information concerning the Company and its Subsidiaries
reasonably requested by the VCOC Investor or its Representative, including, without limitation, any information, including estimates,
required for the preparation by the VCOC Investor of its own financial and tax reporting arising out of or related to their ownership
of the Interests.


 


6.                  The
VCOC Investor agrees, and will require each of its designated representatives to agree, to hold in confidence and not use or
disclose to any third party (other than its legal counsel and accountants) any confidential information provided to or learned by
such party in connection with the VCOC Investor’s rights under this letter agreement, except as may otherwise be required by
applicable Law or legal, judicial or regulatory process, provided that the VCOC Investor shall take reasonable steps to
minimize the extent of any such required disclosure. The VCOC Investor and its Representatives shall and execute any reasonable
confidentiality agreement requested by the Company in respect of any information shares pursuant to this letter agreement.


 






    2 


     


    

 


CK Amarillo LP


[_____], 2021


Page 3 of 3


 


7.                 
All rights conferred on the VCOC Investor herein are exclusive and personal to the VCOC Investor and shall not be transferred or
assigned without the prior written consent of the Company. In the event that the Company consents in writing to the transfer of the VCOC
Investor’s investment to an entity that is intended to qualify as a “venture capital operating company” as such term
is defined under the Plan Asset Regulation, the rights herein shall only be transferable by the VCOC Investor if (and only if) the transferee
enters into a letter agreement with the Company which includes the same terms and conditions as, or terms and conditions more favorable
to the Company than, those set forth herein. Notwithstanding the foregoing, in the event that the VCOC Investor transfers all or any portion
of its investment to an affiliated entity that is intended to qualify as a “venture capital operating company” under the Plan
Asset Regulation, such affiliated entity shall be afforded the same rights with respect to the Companies afforded to the VCOC Investor
hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder.


 


8.                 
The rights described herein shall terminate and be of no further force or effect upon the earliest to occur of: (a) the consummation
of the sale of any Company’s securities pursuant to a registration statement filed by such Company under the Securities Act of 1933,
as amended, in connection with a firm- commitment underwritten offering of its securities to the public or (b) such time as no Interests
are held by the VCOC Investor. The confidentiality provisions hereof will survive any termination of this letter agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    3 


     


    

 


	 	Very
    truly yours,
	 	 
	 	HERTZ
    GLOBAL HOLDINGS, INC.
	                                 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 




 


	Acknowledged
    and agreed,	 
	 	 
	CK
    OPPORTUNITIES FUND I, L.P.	 
	 	 
	By:	CK
    OPPORTUNITIES GP, LLC	                                 
	Its:	General
    Partner	 
	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	 	 
	 	 
	CK
    OPPORTUNITIES FUND II, L.P.	 
	 	 
	By:	CK
    OPPORTUNITIES GP, LLC	 
	Its:	General
    Partner	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 




 






     


     


    

 





Schedule 1


 


Equity Commitment Schedule


 


	 	Direct Equity Commitment
	 	Direct Equity Investor

(“*” subject to the proviso to “Common Per Share Purchase Price”)	
    Direct Investment Portion

    (except as otherwise noted, a number of
shares of Common Stock having an aggregate purchase price set forth below) 
	Address for Notices
	1.     	CK Amarillo LP	$1,987,000,000	See  Section 10.1(b).
	2.     	Apollo Capital Management, L.P., on behalf of one or more investment funds, separate accounts, and other entities owned (in whole or in part), controlled, managed, and/or advised by it or its affiliates	
    A number of shares of Preferred Stock having an aggregate
    initial stated value of $1,500,000,000

     

    A number of shares of Common Stock having an aggregate
    purchase price equal to $100,000,000

     
	See  Section 10.1(c).
	3.     	Two Seas Global (Master) Fund LP	$7,500,000	
    Sina Toussi

    Two Seas Capital

    32 Elm Street, 3rd floor

    Rye NY 10580

    917-536-6028

    Stoussi@twoseascap.com

     

	4.     	Two Seas Duration Litigation Opportunities Fund LLC	$5,000,000	
    Sina Toussi

    Two Seas Capital

    32 Elm Street, 3rd floor

    Rye NY 10580

    917-536-6028

    Stoussi@twoseascap.com




 






    1


     


    

 





	 	Direct Equity Commitment
	 	Direct Equity Investor

(“*” subject to the proviso to “Common Per Share Purchase Price”)	
    Direct Investment Portion

    (except as otherwise noted, a number of
shares of Common Stock having an aggregate purchase price set forth below) 
	Address for Notices
	5.     	Alta Fundamental Advisers Master L.P.	$1,229,800	
    Alta Fundamental Advisers LLC

    1500 Broadway

    Suite 704

    New York, NY 10036

    Attention: Scott Pritchard

    Telephone: (212) 319-1778

    Email: operations@altafundamental.com

     

	6.     	Blackwell Partners LLC – Series A	$7,974,200	
    Alta Fundamental Advisers LLC

    1500 Broadway

    Suite 704

    New York, NY 10036

    Attention: Scott Pritchard

    Telephone: (212) 319-1778

    Email: operations@altafundamental.com

     

	7.     	Star V Partners LLC	$3,796,000	
    Alta Fundamental Advisers LLC

    1500 Broadway

    Suite 704

    New York, NY 10036

    Attention: Scott Pritchard

    Telephone: (212) 319-1778

    Email: operations@altafundamental.com




 






    2


     


    

 





	 	Direct Equity Commitment
	 	Direct Equity Investor

(“*” subject to the proviso to “Common Per Share Purchase Price”)	
    Direct Investment Portion

    (except as otherwise noted, a number of
shares of Common Stock having an aggregate purchase price set forth below) 
	Address for Notices
	8.     	Alta Fundamental Advisers SP LLC	$500,000	
    Alta Fundamental Advisers LLC

    1500 Broadway

    Suite 704

    New York, NY 10036

    Attention: Scott Pritchard

    Telephone: (212) 319-1778

    Email: operations@altafundamental.com

     

	9.      	Discovery Global Opportunity Master Fund, Ltd.	$30,000,000	
    Discovery Capital Management, LLC

    20 Marshall Street, Suite 310

    South Norwalk, CT 06854

    Attention: Adam Schreck

    Telephone: 203 956 7953

    Email: compliance@discap.com

     

	10.     	Boothbay Absolute Return Strategies, LP	$1,750,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com

     

	11.     	Boothbay Diversified Alpha Master Fund LP	$1,750,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com




 






    3


     


    

 





	 	Direct Equity Commitment
	 	Direct Equity Investor

(“*” subject to the proviso to “Common Per Share Purchase Price”)	
    Direct Investment Portion

    (except as otherwise noted, a number of
shares of Common Stock having an aggregate purchase price set forth below) 
	Address for Notices
	12.     	FourWorld Global Opportunities Fund, Ltd.	$4,000,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com

     

	13.     	FourWorld Event Opportunities Fund, LP	$500,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com

     

	14.     	FourWorld Special Opportunities Fund, LLC	$4,000,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com

     

	15.     	Cadence Hill Opportunity Fund LP	$175,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com 




 






    4


     


    

 





	 	Direct Equity Commitment
	 	Direct Equity Investor

(“*” subject to the proviso to “Common Per Share Purchase Price”)	
    Direct Investment Portion

    (except as otherwise noted, a number of
shares of Common Stock having an aggregate purchase price set forth below) 
	Address for Notices
	16.     	Jefferies Strategic Investments, LLC	$4,000,000	
    FourSixThree Capital LP

    520 Madison Avenue, 19th Floor

    New York, NY 10022

    Attention: William Kelly

    Telephone: (646) 805-5402

    Email: bill@463cap.com

     

	17.     	FourSixThree Master Fund, LP	
    $1,000,000

     

     

     
	
    FourSixThree Capital LP

    520 Madison Avenue, 19th Floor

    New York, NY 10022

    Attention: William Kelly

    (646) 805-5402

    bill@463cap.com

     

	18.     	Glenview Capital Partners, L.P.	$1,297,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    Email: jdanziger@glenviewcapital.com

     

	19.     	Glenview Institutional Partners, L.P.	$3,131,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    Email: jdanziger@glenviewcapital.com




 






    5


     


    

 





	 	Direct Equity Commitment
	 	Direct Equity Investor

(“*” subject to the proviso to “Common Per Share Purchase Price”)	
    Direct Investment Portion

    (except as otherwise noted, a number of
shares of Common Stock having an aggregate purchase price set forth below) 
	Address for Notices
	20.     	Glenview Capital Master Fund, Ltd.	$9,343,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    Email: jdanziger@glenviewcapital.com

     

	21.     	Glenview Capital Opportunity Fund, L.P.	$11,692,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    Email: jdanziger@glenviewcapital.com

     

	22.     	Glenview Offshore Opportunity Master Fund, Ltd.	$9,537,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    Email: jdanziger@glenviewcapital.com

     

	23.     	Hampton Road Capital Master Fund LP	—	
    Hampton Road Capital Management LP

    One Greenwich Plaza, 3rd Floor

    Greenwich, CT 06830

    Attention: Ken Palumbo, President & COO

    Telephone: 203-608-3150

    Email: kpalumbo@hamptonroad.com






 






    6


     


    

 





	 	Direct Equity Commitment
	 	Direct Equity Investor

(“*” subject to the proviso to “Common Per Share Purchase Price”)	
    Direct Investment Portion

    (except as otherwise noted, a number of
shares of Common Stock having an aggregate purchase price set forth below) 
	Address for Notices
	24.     	Hein Park Capital Management LP	$14,229,406	
    Hein Park Capital Management

    888 7th Avenue, 4th Floor

    New York, NY 10106

    Attention: Jay Schoenfarber jschoenfarber@heinpark.com

    (212) 299-4790

     

	25.     	JSCC Holdings LLC	$6,770,594	
    Hein Park Capital Management

    888 7th Avenue, 4th Floor

    New York, NY 10106

    Attention: Jay Schoenfarber jschoenfarber@heinpark.com

    (212) 299-4790

     

	26.     	Jefferies LLC	$8,000,000	
    Jefferies LLC

    520 Madison Avenue, 3rd Floor

    New York, New York 10022

    Attention: Bill McLaughlin

     

	27.     	Oaktree Opportunities Fund XI Holdings (Delaware), L.P.	$75,700,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes






 






    7


     


    

 





	 	Direct Equity Commitment
	 	Direct Equity Investor

(“*” subject to the proviso to “Common Per Share Purchase Price”)	
    Direct Investment Portion

    (except as otherwise noted, a number of
shares of Common Stock having an aggregate purchase price set forth below) 
	Address for Notices
	28.     	Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.	$13,400,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes

     

	29.     	Oaktree Value Opportunities Fund Holdings, L.P.	$20,000,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes

     

	30.     	Oaktree Value Equity Holdings, L.P.	$10,000,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes

     

	31.     	Oaktree Phoenix Investment Fund, L.P.	$2,000,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes






 






    8


     


    

 





	 	Direct Equity Commitment
	 	Direct Equity Investor

(“*” subject to the proviso to “Common Per Share Purchase Price”)	
    Direct Investment Portion

    (except as otherwise noted, a number of
shares of Common Stock having an aggregate purchase price set forth below) 
	Address for Notices
	32.     	Rubric Capital Master Fund LP	$58,771,500	
    Rubric Capital Management LP

    155 East 44th St, Suite 1630

    New York, NY 10017

    Email: brian@rubriccapital.com

    josh@rubriccapital.com

     

	33.     	BEMAP Master Fund Ltd	$8,141,250	
    Rubric Capital Management LP

    155 East 44th St, Suite 1630

    New York, NY 10017

    Email: brian@rubriccapital.com

    josh@rubriccapital.com

     

	34.     	Blackstone CSP-MST FMAP Fund	$8,087,250	
    Rubric Capital Management LP

    155 East 44th St, Suite 1630

    New York, NY 10017

    Email: brian@rubriccapital.com

    josh@rubriccapital.com

     

	35.     	Highbridge Tactical Credit Master Fund, L.P.	$10,666,666.67	
    Highbridge Tactical Credit Master Fund, L.P.

    c/o Highbridge Capital Management, LLC

    277 Park Avenue, 23rd Floor

    New York, NY 10172

    Attention: Damon Meyer, Ian Scime






 






    9


     


    

 


	 	 	Direct
    Equity Commitment	 
	 	Direct
                                            Equity Investor

                                                                                (“*” subject to the proviso to “Common

 Per Share Purchase Price”)
	Direct
    Investment Portion 

    (except as otherwise noted, a number of

 shares of Common Stock having an

 aggregate purchase price set forth below)	Address
    for Notices
	36.       	MSD Credit Opportunity Master Fund, L.P. 	$15,000,000	
    MSD Credit Opportunity Master Fund, L.P.

    c/o MSD Partners, L.P.

    645 Fifth Avenue, 21st Floor

    New York, NY 10022

    Attention: Scott Segal, Simon Crocker, Ken Gerold

    Email: ssegal@msdpartners.com, scrocker@msdpartners.com,
    kgerold@msdpartners.com

     

	37.       	HG Vora Special Opportunities Master Fund, Ltd.	$100,000,000	
    HG Vora Capital Management, LLC

    330 Madison Avenue, 20th floor

    New York, NY 10017.

    Attention: Mandy Lam and Philip Garthe

    Email: mlam@hgvora.com and pgarthe@hgvora.com

     

	38.       	Sachem Head LP	$29,525,000	
    Sachem Head Capital Management LP

    250 West 55th Street, 34th
    Floor

    New York, NY 10019

    Attention: Michael Adamski

    Telephone: 212.714.3314

    Email: michael@sachemhead.com

     




 






    10 


     


    

 


	 	 	Direct
    Equity Commitment	 
	 	Direct
                                            Equity Investor

                                                                                (“*” subject to the proviso to “Common

 Per Share Purchase Price”)
	Direct
    Investment Portion 

    (except as otherwise noted, a number of

 shares of Common Stock having an

 aggregate purchase price set forth below)	Address
    for Notices
	39.       	Sachem Head Master LP	$20,475,000	
    Sachem Head Capital Management LP

    250 West 55th Street, 34th
    Floor

    New York, NY 10019

    Attention: Michael Adamski

    Telephone: 212.714.3314

    Email: michael@sachemhead.com

     

	40.       	Honeycomb Master Fund LP	$20,000,000	
    Honeycomb Asset Management LP

    645 Madison Avenue, 17th floor

    New York, NY 10022

    Telephone: 646-883-1105

    Attention: Vick Sandhu

    Email: operations@honeycombam.com

     

	41.       	Arrow Partners LP	$15,000,000	
    Arrow Capital Management, LLC

    499 Park Avenue

    New York, NY 10022

    Attention: Mal Serure, Amy Wolf

    Telephone: 212-243-7338

    Facsimile: 212-243-2195

    Email: ms@arrowinv.com, aw@arrowinv.com

     




 






    11 


     


    

 





	 	 	Direct
    Equity Commitment	 
	 	Direct
                                            Equity Investor

                                                                                (“*” subject to the proviso to “Common

 Per Share Purchase Price”)
	Direct
    Investment Portion 

    (except as otherwise noted, a number of

 shares of Common Stock having an

 aggregate purchase price set forth below)	Address
    for Notices
	42.       	Arrow Offshore LTD	$5,000,000	
    Arrow Capital Management, LLC

    499 Park Avenue

    New York, NY 10022

    Attention: Mal Serure, Amy Wolf

    Telephone: 212-243-7338

    Facsimile: 212-243-2195

    Email: ms@arrowinv.com, aw@arrowinv.com

	43.       	Mariner Atlantic Multi-Strategy Master Fund, Ltd.	$19,750,000	
    Mariner Investment Group, LLC

    299 Park Avenue—12th Floor

    New York, NY 10171

    Attention: John Kelty

    Telephone: (212) 880-9209

    Email: jkelty@marinercapital.com

     

	44.       	Mariner Glen Oaks Master Fund, L.P.	$250,000	
    Mariner Investment Group, LLC

    500 Mamaroneck Avenue, Suite 101

    Harrison, NY 10528

    Attention: John Kelty

    Email: jkelty@marinercapital.com

	45.       	Scopia Long QP LLC	$5,075,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com




 



    12 


     


    




 


	 	 	Direct
    Equity Commitment	 
	 	Direct
                                            Equity Investor

                                                                                (“*” subject to the proviso to “Common

 Per Share Purchase Price”)
	Direct
    Investment Portion 

    (except as otherwise noted, a number of

 shares of Common Stock having an

 aggregate purchase price set forth below)	Address
    for Notices
	46.       	Scopia International Master Fund LP	$3,491,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

	47.       	Scopia PX LLC	$2,289,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

	48.       	Scopia PX International Master Fund LP	$5,280,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

	49.       	405 MSTV I LP	$3,175,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

	50.       	Prelude Opportunity Fund, LP	$5,690,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

     




 






    13 


     


    

 





	 	 	Direct
    Equity Commitment	 
	 	Direct
                                            Equity Investor

                                                                                (“*” subject to the proviso to “Common

 Per Share Purchase Price”)
	Direct
    Investment Portion 

    (except as otherwise noted, a number of

 shares of Common Stock having an

 aggregate purchase price set forth below)	Address
    for Notices
	51.       	AG Credit Solutions Non-ECI Master Fund, L.P.	—	
    AG Credit Solutions Non-ECI Master Fund LP

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    qui.dang@bnymellon.com

    CLOAdmin@angelogordon.com

     

	52.       	AG Cataloochee, L.P.	—	
    AG Cataloochee, L.P.

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    Nadia.Mubashir@bnymellon.com CLOAdmin@angelogordon.com

     

	53.       	AG Corporate Credit Opportunities Fund, L.P.	—	
    AG Corporate Credit Opportunities Fund LP

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    Minasan.vo@bnymellon.com

    CLOAdmin@angelogordon.com

     




 






    14 


     


    

 





	 	 	Direct
    Equity Commitment	 
	 	Direct
                                            Equity Investor

                                                                                (“*” subject to the proviso to “Common

 Per Share Purchase Price”)
	Direct
    Investment Portion 

    (except as otherwise noted, a number of

 shares of Common Stock having an

 aggregate purchase price set forth below)	Address
    for Notices
	54.       	AG Centre Street Partnership, L.P.	—	
    AG Centre Street Partnership LP

    c/o Angelo Gordon & Co.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Attn: Chad Hanover, Bryan Rush, CLO Admin

    Email: Notices.AGCENTRESTREET@virtusllc.com

    brush@angelogordon.com

    CLOAdmin@angelogordon.com

     

	55.       	AG MM,L.P.	—	
    AG MM, L.P.

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    qui.dang@bnymellon.com

    CLOAdmin@angelogordon.com

     




 






    15 


     


    

 





	 	 	Direct
    Equity Commitment	 
	 	Direct
                                            Equity Investor

                                                                                (“*” subject to the proviso to “Common

 Per Share Purchase Price”)
	Direct
    Investment Portion 

    (except as otherwise noted, a number of

 shares of Common Stock having an

 aggregate purchase price set forth below)	Address
    for Notices
	56.       	AG Capital Solutions SMA One, L.P.	—	
    AG Capital Solutions SMA One, L.P.

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    mail: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    qui.dang@bnymellon.com

    CLOAdmin@angelogordon.com

     

	57.       	AG Super Fund Master, L.P.	 	
    AG Super Fund Master, L.P.

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    april.travis@bnymellon.com

    CLOAdmin@angelogordon.com

     

	58.	Point72 Associates, LLC	—	
    Point72 Associates, LLC

    c/o Point72 Asset Management, L.P.

    72 Cummings Point Road

    Stamford, CT 06902

    Attention: Jason Colombo

    Email: Jason.Colombo@point72.com

     




 






    16 


     


    

 





	 	 	Direct
    Equity Commitment	 
	 	Direct
                                            Equity Investor

                                                                                (“*” subject to the proviso to “Common

 Per Share Purchase Price”)
	Direct
    Investment Portion 

    (except as otherwise noted, a number of

 shares of Common Stock having an

 aggregate purchase price set forth below)	Address
    for Notices
	59.       	CPV Holdings, LLC	—	
    CPV Holdings, LLC

    c/o Cohen Private Ventures

    55 Hudson Yards

    New York, NY 10001

    Attention: Andrew B. Cohen and David Schaffer

    Email: Andrew.Cohen@CohenPV.com and David.Schaffer@point72.com

     

	60.       	Drawbridge Special Opportunities Fund LP*	$100,000,000	
    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 46TH Fl

    New York, NY, 10105

    Attention: Michael A. Polidoro

    Email: MPolidoro@Fortress.com

     




 



    17 


     


    

 





	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	1.        	CK Amarillo LP	$275,000,000	See  Section 10.1(b).
	2.        	Apollo Capital Management, L.P., on behalf of one or more investment funds, separate accounts, and other entities owned (in whole or in part), controlled, managed, and/or advised by it or its affiliates	$200,000,000	See  Section 10.1(c).
	3.           	Two Seas Global (Master) Fund LP	$15,000,000	
    Sina Toussi

    Two Seas Capital

    32 Elm Street, 3rd floor

    Rye NY 10580

    (917) 536-6028

    Stoussi@twoseascap.com

     

	4.           	Two Seas Duration Litigation Opportunities Fund LLC	$10,000,000	
    Sina Toussi

    Two Seas Capital

    32 Elm Street, 3rd floor

    Rye NY 10580

    (917) 536-6028

    Stoussi@twoseascap.com

     

	5.           	Alta Fundamental Advisers Master L.P.	$1,229,800	
    Alta Fundamental Advisers LLC

    1500 Broadway

    Suite 704

    New York, NY 10036

    Attention: Scott Pritchard

    Telephone: (212) 319-1778

    Email: operations@altafundamental.com

     




 



    18 


     


    




 


	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	6.           	Blackwell Partners LLC – Series A	$7,974,200	
    Alta Fundamental Advisers LLC

    1500 Broadway

    Suite 704

    New York, NY 10036

    Attention: Scott Pritchard

    Telephone: (212) 319-1778

    Email: operations@altafundamental.com

	7.           	Star V Partners LLC	$3,796,000	
    Alta Fundamental Advisers LLC

    1500 Broadway

    Suite 704

    New York, NY 10036

    Attention: Scott Pritchard

    Telephone: (212) 319-1778

    Email: operations@altafundamental.com

	8.           	Alta Fundamental Advisers SP LLC	$500,000	
    Alta Fundamental Advisers LLC

    1500 Broadway

    Suite 704

    New York, NY 10036

    Attention: Scott Pritchard

    Telephone: (212) 319-1778

    Email: operations@altafundamental.com

	9.           	Discovery Global Opportunity Master Fund, Ltd.	$20,000,000	
    Discovery Capital Management, LLC

    20 Marshall Street, Suite 310

    South Norwalk, CT 06854

    Attention: Adam Schreck

    Telephone: 203 956 7953

    Email: compliance@discap.com




 






    19 


     


    

 


	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	10.       	Boothbay Absolute Return Strategies, LP	$3,500,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com

     

	11.       	Boothbay Diversified Alpha Master Fund LP	$3,500,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com

     

	12.       	FourWorld Global Opportunities Fund, Ltd.	$8,000,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com

     

	13.       	FourWorld Event Opportunities Fund, LP	$1,000,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com

     

	14.       	FourWorld Special Opportunities Fund, LLC	$6,716,666.67	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com 




 






    20 


     


    

 


	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	15.       	Cadence Hill Opportunity Fund LP	$350,000	
    Fourworld Capital Management

    7 World Trade Center, Floor 46

    New York, NY 10007

    Attention: John Addis

    Email: john@fourworldcapital.com

     

	16.       	Jefferies Strategic Investments, LLC	$20,000,000	
    FourSixThree Capital LP

    520 Madison Avenue, 19th Floor

    New York, NY 10022

    Attention: William Kelly

    Telephone: (646) 805-5402

    bill@463cap.com

     

	17.       	FourSixThree Master Fund, LP	$5,000,000	
    FourSixThree Capital LP

    520 Madison Avenue, 19th Floor

    New York, NY 10022

    Attention: William Kelly

    Telephone: (646) 805-5402

    bill@463cap.com

     

	18.       	Glenview Capital Partners, L.P.	$4,262,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    jdanziger@glenviewcapital.com




 






    21 


     


    

 





	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	19.       	Glenview Institutional Partners, L.P.	$10,286,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    jdanziger@glenviewcapital.com

     

	20.       	Glenview Capital Master Fund, Ltd	$30,698,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    jdanziger@glenviewcapital.com

     

	21.       	Glenview Capital Opportunity Fund, L.P.	$38,417,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    jdanziger@glenviewcapital.com

     

	22.       	Glenview Offshore Opportunity Master Fund, Ltd.	$31,337,000	
    Glenview Capital Management

    767 Fifth Avenue, 44th Floor

    New York, NY 10153

    Attention: Jonathan Danziger

    Telephone: 212.323.6567

    jdanziger@glenviewcapital.com 




 






    22 


     


    

 





	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	23.       	Hampton Road Capital Master Fund LP	$5,000,000	
    Hampton Road Capital Management LP

    One Greenwich Plaza, 3rd Floor

    Greenwich, CT 06830

    Attention: Ken Palumbo, President & COO

    Telephone: 203-608-3150

    kpalumbo@hamptonroad.com

     

	24.       	Jefferies Strategic Investments, LLC	
    $25,000,000

     

     

     
	
    Hampton Road Capital Management LP

    One Greenwich Plaza, 3rd Floor

    Greenwich, CT 06830

    Attention: Ken Palumbo, President & COO

    Telephone: 203-608-3150

    kpalumbo@hamptonroad.com

     

	25.       	Hein Park Master Fund LP	$12,874,224	
    Hein Park Capital Management

    888 7th Avenue, 4th Floor

    New York, NY 10106

    Attention: Jay Schoenfarber jschoenfarber@heinpark.com

    (212) 299-4790

     

	26.       	JSCC Holdings LLC	$6,125,776	
    Hein Park Capital Management

    888 7th Avenue, 4th Floor

    New York, NY 10106

    Attention: Jay Schoenfarber jschoenfarber@heinpark.com

    (212) 299-4790




 






    23 


     


    

 





	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	27.       	Jefferies LLC	$7,000,000	
    Jefferies LLC

    520 Madison Avenue, 3rd Floor

    New York, New York 10022

    Attention: Bill McLaughlin

     

	28.       	Oaktree Opportunities Fund XI Holdings (Delaware), L.P.	$131,800,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes

     

	29.       	Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.	$23,300,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes

     

	30.       	Oaktree Value Opportunities Fund Holdings, L.P.	$20,000,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes

     

	31.       	Oaktree Value Equity Holdings, L.P.	$6,000,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes




 






    24 


     


    

 





	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	32.       	Oaktree Phoenix Investment Fund, L.P.	$2,000,000	
    c/o Oaktree Capital Management, L.P.

    333 South Grand Ave, 28th floor

    Los Angeles, CA 90071

    Attention: Steve Tesoriere

    Kaj Vazales

    Jordan Mikes

     

	33.       	Rubric Capital Master Fund LP	$58,771,500	
    Rubric Capital Management LP

    155 East 44th St, Suite 1630

    New York, NY 10017

    brian@rubriccapital.com

    josh@rubriccapital.com

     

	34.       	BEMAP Master Fund Ltd	$8,141,250	
    Rubric Capital Management LP

    155 East 44th St, Suite 1630

    New York, NY 10017

    brian@rubriccapital.com

    josh@rubriccapital.com

     

	35.       	Blackstone CSP-MST FMAP Fund	$8,087,250	
    Rubric Capital Management LP

    155 East 44th St, Suite 1630

    New York, NY 10017

    brian@rubriccapital.com

    josh@rubriccapital.com

     

	36.       	Highbridge Tactical Credit Master Fund, L.P.	$9,333,333.33	
    Highbridge Tactical Credit Master Fund, L.P.

    c/o Highbridge Capital Management, LLC

    277 Park Avenue, 23rd Floor

    New York, NY 10172

    Attention: Damon Meyer, Ian Scime




 






    25 


     


    

 





	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	37.       	MSD Credit Opportunity Master Fund, L.P. 	$25,000,000	
    MSD Credit Opportunity Master Fund, L.P.

    c/o MSD Partners, L.P.

    645 Fifth Avenue, 21st Floor

    New York, NY 10022

    Attention: Scott Segal, Simon Crocker, Ken Gerold

    ssegal@msdpartners.com, scrocker@msdpartners.com,
    kgerold@msdpartners.com

     

	38.       	HG Vora Special Opportunities Master Fund, Ltd.	$150,000,000	
    HG Vora Capital Management, LLC

    330 Madison Avenue, 20th floor

    New York, NY 10017.

    Attention: Mandy Lam and Philip Garthe

    Email: mlam@hgvora.com and pgarthe@hgvora.com

     

	39.       	Sachem Head LP	$59,050,000	
    Sachem Head Capital Management LP

    250 West 55th Street, 34th
    Floor

    New York, NY 10019

    Attention: Michael Adamski

    Telephone: 212.714.3314

    Email: michael@sachemhead.com

     

	40.       	Sachem Head Master LP	$40,950,000	
    Sachem Head Capital Management LP

    250 West 55th Street, 34th
    Floor

    New York, NY 10019

    Attention: Michael Adamski

    Telephone: 212.714.3314

    Email: michael@sachemhead.com




 






    26 


     


    

 





	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	41.       	Mariner Atlantic Multi-Strategy Master Fund, Ltd.	$24,000,000	
    Mariner Investment Group, LLC

    299 Park Avenue—12th Floor

    New York, NY 10171

    Attention: John Kelty

    Telephone: (212) 880-9209

    Email: jkelty@marinercapital.com

     

	42.       	Mariner Glen Oaks Master Fund, L.P.	$1,000,000	
    Mariner Investment Group, LLC

    500 Mamaroneck Avenue, Suite 101

    Harrison, NY 10528

    Attention: John Kelty

    Email: jkelty@marinercapital.com

	43.       	Caspian Select Credit Master Fund, Ltd.	$34,157,412	
    10 East 53rd Street

    35th Floor

    New York, NY 10022

    Email: Legal@caspianlp.com

	44.       	Caspian SC Holdings, L.P.	$4,983,717	
    10 East 53rd Street

    35th Floor

    New York, NY 10022

    Email: Legal@caspianlp.com

	45.       	Caspian Focused Opportunities Fund, L.P.	$3,736,517	
    10 East 53rd Street

    35th Floor

    New York, NY 10022

    Email: Legal@caspianlp.com

	46.       	Spring Creek Capital, LLC	$7,122,354	
    10 East 53rd Street

    35th Floor

    New York, NY 10022

    Email: Legal@caspianlp.com




 






    27 


     


    

 


	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	47.       	VR Global Partners, L.P.	$15,000,000	
    VR Global Partners, L.P.

    Niddry Lodge

    First Floor, Suite 111

    51 Holland Street

    London W8 7JB

    United Kingdom

    Attention: Jae Chung and Altaf Mackeen

    Email: jchung@vr-capita..com; amackeen@vr-capital.com

	48.       	Scopia Long QP LLC	$3,335,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

     

	49.       	Scopia International Master Fund LP	$2,294,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

     

	50.       	Scopia PX LLC	$1,504,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

     




 






    28 


     


    

 


	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	51.       	Scopia PX International Master Fund LP	$3,470,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

     

     

	52.       	405 MSTV I LP	$2,087,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

     

	53.       	Prelude Opportunity Fund, LP	$2,310,000	
    Scopia Capital Management LP

    152 West 57th Street, 33rd Floor

    New York, NY 10019

    Attention: Aaron Morse, COO

    Email: amorse@scopia.com

     

	54.       	AG Credit Solutions Non-ECI Master Fund, L.P.	$69,257,000	
    AG Credit Solutions Non-ECI Master Fund LP

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    qui.dang@bnymellon.com

    CLOAdmin@angelogordon.com

     




 






    29 


     


    

 


	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	55.       	AG Cataloochee, L.P.	$10,537,000	
    AG Cataloochee, L.P.

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    Nadia.Mubashir@bnymellon.com CLOAdmin@angelogordon.com

     

	56.       	AG Corporate Credit Opportunities Fund, L.P.	$6,488,000	
    AG Corporate Credit Opportunities Fund LP

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    Minasan.vo@bnymellon.com

    CLOAdmin@angelogordon.com

     

	57.       	AG Centre Street Partnership, L.P.	$8,808,000	
    AG Centre Street Partnership LP

    c/o Angelo Gordon & Co.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Attn: Chad Hanover, Bryan Rush, CLO Admin

    Email: Notices.AGCENTRESTREET@virtusllc.com

    brush@angelogordon.com

    CLOAdmin@angelogordon.com

     




 






    30 


     


    

 


	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	58.       	AG MM,L.P.	$5,454,000	
    AG MM, L.P.

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    qui.dang@bnymellon.com

    CLOAdmin@angelogordon.com

     

	59.       	AG Capital Solutions SMA One, L.P.	$11,514,000	
    AG Capital Solutions SMA One, L.P.

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    mail: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    qui.dang@bnymellon.com

    CLOAdmin@angelogordon.com

     

	60.       	AG Super Fund Master, L.P.	$12,942,000	
    AG Super Fund Master, L.P.

    c/o: Angelo, Gordon & Co., L.P.

    245 Park Ave, 24th Floor

    New York, NY 10167

    Email: CFAX@angelogordon.com

    AGCSFAdmin@angelogordon.com

    april.travis@bnymellon.com

    CLOAdmin@angelogordon.com

     




 






    31 


     


    

 


	 	Rights Offering Backstop Commitment
	 	Backstop Investor	Rights Offering Backstop Commitment	Address for Notices
	61.       	Point72 Associates, LLC	$10,000,000	
    Point72 Associates, LLC

    c/o Point72 Asset Management, L.P.

    72 Cummings Point Road

    Stamford, CT 06902

    Attention: Jason Colombo

    Email: Jason.Colombo@point72.com

     

	62.       	CPV Holdings, LLC	$100,000,000	
    CPV Holdings, LLC

    c/o Cohen Private Ventures

    55 Hudson Yards

    New York, NY 10001

    Attention: Andrew B. Cohen and David Schaffer

    Email: Andrew.Cohen@CohenPV.com and David.Schaffer@point72.com

     



 






    32 


     


    

 


Schedule 2


 


Ad Hoc Equity Committee


 


	Name1	Address	Approximate Number of Shares	Other Disclosable Economic Interests
	Discovery Capital Management	
    20 Marshall Street, Suite 310

     

    South Norwalk, CT 06854

     
	4,500,000	None
	FourSixThree Capital LP on behalf of funds and affiliates it manages 	
    520 Madison Avenue,

     

    Floor 19

     

    New York, NY 10022

     
	500,000	None
	Funds managed, advised or controlled by Alta Fundamental Advisers LLC	
    1500 Broadway, Suite 704

     

    New York, NY 10036

     
	1,000,000	None
	Funds managed by Glenview Capital Management, LLC	
    767 Fifth Avenue, 44th Floor

     

    New York, NY 10153

     
	4,506,849	
    6.250% Unsecured Notes due 2022: $1,000,000

     

    5.500% Unsecured Notes due 2024: $9,000,000

     

	Funds managed by Hein Park Capital Management LP 	
    888 7th Avenue, 4th Floor

     

    New York, NY 10106

     
	3,274,447	
    2021 Senior Notes: €18,661,000

     

    Term Loan: $17,570,523

     

    Revolver: $5,752,902.50

     

	Hampton Road Capital Management LP	
    One Greenwich Plaza

     

    Greenwich, CT 06830

     
	250,000	None



 





 



1              Each
entity on this Schedule 2 is listed either in its principal capacity or in its capacity as agent, investment advisor, or investment
manager for certain investment funds or accounts or their respective subsidiaries that hold disclosable economic interests in relation
to the Debtors.


 






    33 


     


    

 


	Rubric Capital Management LP on behalf of certain funds and accounts it manages or sub-manages	
    155 East 44th St, Suite 1630

     

    New York, NY 10017

     
	650,000	None
	Two Seas Capital LP for and on behalf of Two Seas Global (Master) Fund LP and affiliated funds	
    32 Elm Place, 3rd Floor

     

    Rye, NY 10580

     
	1,445,343	None
	Funds managed, advised or controlled by FourWorld Capital Management, LLC	
    7 World Trade Center, Floor 46

     

    New York, NY 10007

     
	910,000	None
	Jefferies LLC	
    520 Madison Ave

     

    New York, NY 10022

     
	114,890	
    4.125% Unsecured Notes: €1,519,000

     

    5.500% Unsecured Notes: €866,000

     

    General Unsecured Claims against The Hertz Corp.:
    $559,859

     




 






    34 


     


    

 


Schedule 6.17


 


HIL Debt Commitment Parties


 


CK Opportunities Fund, I, LP







































 








    35