Exhibit 10.1


 


Execution Version


 


THIS PLAN SUPPORT AGREEMENT DOES NOT CONSTITUTE,
AND SHALL NOT BE DEEMED, AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY CHAPTER 11 PLAN
WITHIN THE MEANING OF SECTIONS 1125 OR 1126 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES
LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS PLAN SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY
OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON THE PARTIES HERETO. THIS PLAN
SUPPORT AGREEMENT IS CONFIDENTIAL AND SUBJECT TO CONFIDENTIALITY AGREEMENTS AND HAS BEEN PRODUCED FOR DISCUSSION AND SETTLEMENT PURPOSES
ONLY AND IS SUBJECT TO THE PROVISIONS OF RULE 408 ITS STATE AND FEDERAL EQUIVALENTS.


 


PLAN SUPPORT AGREEMENT


 


This PLAN SUPPORT AGREEMENT, dated as of May 14,
2021 (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, together with all exhibits
attached hereto and incorporated herein, this “Agreement”) is entered into by and among: (i) The Hertz Corporation
(“Hertz”), a corporation incorporated in the State of Delaware, and its affiliated debtors and debtors-in-possession
(collectively with Hertz, the “Company” or the “Debtors”) in the Chapter 11 Cases
(as defined below) pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);
(ii) (a) one or more funds associated with Knighthead Capital Management, LLC (“Knighthead”), (b) one or more
funds associated with Certares Opportunities LLC (“Certares”), and (c) the
investment funds, separate accounts, and other entities owned (in whole or in part), controlled, or managed by Apollo Capital Management,
L.P. or its affiliates that are signatories to this Agreement (“Apollo” and, together with Knighthead
and Certares, the “PE Sponsors”); (iii) the undersigned in their capacity as owners and/or beneficial owners1
(or managers or advisors of funds or accounts that are beneficial owners) of Interests in Hertz Global Holdings, Inc. (“Hertz
Parent”) or that have otherwise provided backstop and/or investment commitments under the EPCA (the “Consenting
Investors” and, together with the PE Sponsors, the “Plan Sponsors”); (iv) the official committee
of unsecured creditors appointed in the Chapter 11 Cases (the “Committee”) upon
executing the joinder attached as Exhibit A hereto (the “Committee Joinder”); and (v) any
additional owners or beneficial owners of Claims against or Interests in any of the Debtors (the “Additional Consenting Stakeholders”)
that execute the joinder attached as Exhibit B hereto (the “Consenting Stakeholder Joinder”).


 


The Company and the Plan
Sponsors and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are referred to herein as
the “Parties” and individually as a “Party.”
As used herein, (i) “Requisite Consenting Investors” means, at any relevant time, the Consenting Investors
holding at least (a) 66.7% in amount of the Interests in Hertz Parent held by all Consenting Investors, at any relevant time and (b)
66.7%% of the commitments (including rights offering backstop commitments and direct investment commitments) to purchase Reorganized
Equity (as defined below) under the EPCA held by all Consenting Investors and (ii) “Requisite Commitment Parties”
means, at any relevant time, the Requisite Consenting Investors and each of the PE Sponsors. Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below).


 





 






1        As
used herein, the term “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 against or Interests
in any of the Debtors or the rights to acquire such Claims or Interests. 




 






     


     


    

 


RECITALS


 


WHEREAS, on May 22,
2020, the Debtors commenced voluntary cases under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.
(the “Bankruptcy Code”), which are being jointly administered under the caption In re The Hertz Corporation,
et al., Case No. 20-11218 (MFW) (the “Chapter 11 Cases”) in the Bankruptcy Court;


 


WHEREAS, in connection
with the Chapter 11 Cases, the Parties have engaged in good faith, arm’s length negotiations regarding the terms of the proposed
restructuring of the Debtors’ indebtedness and other obligations (such restructuring and any related transactions, the “Restructuring”)
pursuant to an amended version of the Debtors’ proposed chapter 11 plan of reorganization attached as Exhibit C hereto
(as may be further amended, supplemented, or otherwise modified in accordance with its terms, the “Plan”);


 


WHEREAS, to effectuate
the Restructuring, in accordance with, and pursuant to, this Agreement and the Commitment Documents (as defined below), (i) the Reorganized
Debtors will make distributions of cash and Subscription Rights to participate in the Rights Offering pursuant to the Plan and issue new
common stock (“Reorganized Equity”) to the PE Sponsors, Consenting Investors, and holders of Claims against
and Interests in the Company that validly exercise Subscription Rights, in each case in a manner consistent with the Plan and the Equity
Purchase and Commitment Agreement attached as Exhibit D hereto (as may be further amended, supplemented, or otherwise modified
in accordance with its terms, the “EPCA”) and (ii) each of the PE Sponsors and the Consenting Investors will
commit, severally and not jointly, to purchase the Reorganized Equity and Preferred Stock on the terms set forth in the EPCA and Plan;


 


WHEREAS, the Parties
desire to express to each other their mutual support and commitment in respect of the matters discussed in this Agreement and the Plan.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:


 


Section
1.              
Conditions to Effectiveness.


 


This Agreement shall become
effective as to, and binding upon, each of the undersigned Parties on the date and at the time upon which all of the following conditions
have been satisfied in accordance with this Agreement (such date, the “Agreement Effective Date”):


 


(a)               counsel
to the Company shall have received executed counterparts to this Agreement by each of (i) the PE Sponsors and (ii) the Consenting Investors;


 


(b)              
counsel to the Consenting Investors shall have received executed counterparts to this Agreement by each of (i) the Debtors
and (ii) the PE Sponsors;


 






    2


     


    

 


(c)              
counsel to the PE Sponsors shall have received executed counterparts to this Agreement by each of (i) the Debtors and (ii)
Consenting Investors; and


 


(d)              
the Existing Plan Support Agreement2
and the Existing Equity Purchase and Commitment Agreement3
shall each have been terminated by the Debtors, and the financing commitments for the Exit Term Loan Facility, the Exit
Revolving Credit Facility, and HVF III (each as defined in the Plan) shall have been modified or replaced so that such facilities may
be entered into in connection with the Restructuring;


 


Notwithstanding the occurrence
of the Agreement Effective Date, this Agreement contemplates that (i) the Committee may become a Party upon execution and delivery of
the Committee Joinder to counsel to each of the other Parties and at such time (the “Committee Effective Date”)
the Committee shall become obligated under this Agreement and (ii) one or more Additional Consenting Stakeholders may become Parties upon
execution and delivery of counterpart signature pages of this Agreement or the Consenting Stakeholder Joinder to counsel to each other
Party and at such time (a “Consenting Stakeholder Effective Date”) any such Additional Consenting Stakeholder
shall become obligated under this Agreement. If (a) the Committee does not become a Party or there is a subsequent Termination Date (as
defined in Section 8 hereof) with respect to the Committee, (1) any and all provisions of this Agreement referencing the “Committee”
are, and shall continue to be, in full force and effect with respect to the Parties as if such provisions were written without reference
to such term and (2) this Agreement shall be in full force and effect with respect to each Party other than the Committee or (b) no Additional
Consenting Stakeholders become a Party, any and all provisions of this Agreement referencing “Additional Consenting Stakeholders”
are, and shall continue to be, in full force and effect with respect to the Parties as if such provisions were written without reference
to such term.


 


Section
2.              
Exhibits Incorporated by Reference. Each of the exhibits attached hereto is expressly incorporated herein and
made a part of this Agreement, and all references to this Agreement shall include the exhibits hereto. In the event of any inconsistency
between this Agreement and the exhibits attached hereto, this Agreement (without reference to such exhibits) shall govern.


 


 






2
       “Existing Plan Support Agreement” means that certain
Plan Support Agreement, dated as of April 3, 2021, among (i) the Debtors, (ii) one or more
funds associated with Centerbridge Partners, L.P. (“Centerbridge”),
(iii) one or more funds associated with Warburg Pincus LLC (“WP”),
(iv) Dundon Capital Partners LLC (“Dundon”), (v) the owners
and/or beneficial owners (or managers or advisors of funds or accounts that are beneficial owners) of certain Claims against the Debtors
that are signatory thereto (the “Initial Consenting Noteholders”), (vi) the Committee, and (vii) any additional
holder of certain Claims against the Debtors that executes a joinder thereto. 


 


3       “Existing
Equity Purchase and Commitment Agreement” means that certain Equity Purchase and Commitment Agreement, dated as of April
3, 2021, among Hertz Global Holdings, Inc., WP, Centerbridge, Dundon and the Initial Consenting Noteholders signatory thereto.


 






    3


     


    

 


Section
3.              
Definitive Documents. The definitive documents governing the Restructuring shall consist of the following and
any other material document contemplated by the Parties needed or utilized to implement, govern, or consummate the Restructuring (collectively,
the “Definitive Documents”):


 


(a)              
the disclosure statement or any supplement thereto (and all exhibits and other documents and instruments related thereto)
with respect to the Plan (the “Disclosure Statement”);


 


(b)              
the EPCA and all schedules, annexes and exhibits thereto, together with the Rights Offering Procedures (collectively, the
 “Commitment Documents”);


 


(c)              
the order approving the Disclosure Statement or approving any supplement thereto, including the form of ballots and other
solicitation materials in respect of the Plan (the “Disclosure Statement Order” and, such solicitation materials,
the “Solicitation Materials”);


 


(d)               the
Plan, Plan Supplement, and all documents, annexes, schedules, exhibits, amendments, modifications, or supplements thereto, or other documents
contained therein, including any schedules of assumed or rejected contracts;


 


(e)              
the order confirming the Plan (the “Confirmation Order”), and any pleadings filed by the Debtors
in support of the Bankruptcy Court’s entry of the Confirmation Order;


 


(f)                the
definitive documents governing the Exit Term Loan Credit Facility, the Exit Revolving Credit Facility, HVF III, and any amendments to
any existing European vehicle financing agreements deemed necessary by the Company (in consultation with the Requisite Commitment Parties)
to achieve its proposed business plan in accordance with the Restructuring (the “Exit Facility Documents”);


 


(g)              
the documents or agreements relating to the issuance of the Preferred Stock and the Reorganized Equity;


 


(h)               the
new organizational or other governance documents of the Reorganized Debtors, including the ultimate parent corporation of the Reorganized
Debtors;


 


(i)               
any employment agreements relating to any executive officer of the ultimate parent corporation of the Reorganized Debtors;


 


(j)               
the motions filed by the Debtors seeking approval of each of the above (if applicable); and


 


(k)              
any order approving any of the above not otherwise noted.


 


The Definitive Documents
not executed or not in a form attached to this Agreement as of the Agreement Effective Date remain subject to negotiation and, upon
completion, all Definitive Documents shall (a) reflect and contain the terms, conditions, representations, warranties, and covenants
set forth in this Agreement (including the exhibits and annexes hereto), as they may be modified, amended, or supplemented in
accordance with Section 9 hereof, and (b) otherwise be in form and substance acceptable to the Debtors and the PE Sponsors
(and, to the extent of any provisions in such Definitive Document that are Consenting Investor Provisions (as defined below), the
Requisite Consenting Investors).


 






    4


     


    

 


Section
4.              
Milestones. The following milestones (the “Milestones”) shall apply to this Agreement,
which in each case can be extended in writing by the Requisite Commitment Parties (electronic mail among counsel is sufficient):


 


(a)              
by no later than the date that is ten (10) days from the Agreement Effective Date, the Debtors shall file, in form and substance
in accordance with Section 3 hereof, (i) the Plan and (ii) one or more motions seeking approval of the Commitment Documents (including
payment of related premiums, fees and expenses, and related forms);


 


(b)              
by no later than May 31, 2021, the Bankruptcy Court shall have entered, in form and substance in accordance with Section
3 hereof, an order approving (i) the Commitment Documents, and (ii) payment by the Debtors of related premiums, fees and expenses
as required under the Commitment Documents;


 


(c)              
by no later than June 30, 2021, the Bankruptcy Court shall have entered the Confirmation Order; and


 


(d)              
by no later than July 31, 2021, the Effective Date of the Plan shall have occurred (the “Effective Date Deadline”).


 


Section
5.              
Commitments of the Parties.


 


(a)              
Plan Sponsors’, Committee’s, and Additional Consenting Stakeholders’ Commitments. Each of the Plan
Sponsors, the Committee (upon the occurrence of the Committee Effective Date and solely with respect to Sections 5(a)(1), 5(a)(2)(i),
5(a)(3)-(4), and 5(a)(6)-(8)), and the Additional Consenting Stakeholders agree, severally and not jointly, during the period beginning
on the Agreement Effective Date and ending on the Termination Date (defined in Section 8) applicable to such Party (such period,
the “Effective Period”), to:


 


(1)               cooperate
and coordinate activities (to the extent practicable and subject to the terms hereof) with the other Parties and use commercially reasonable
and good faith efforts to pursue, support, obtain additional support for, solicit, implement, confirm, and consummate the Restructuring,
the Commitment Documents, and the Plan, and to execute and take all actions contemplated thereby and as reasonably necessary, or as may
be required by order of the Bankruptcy Court, to support and achieve consummation of the Restructuring; provided that, for the
avoidance of doubt, seeking the allowance of any interest, costs, and other fees owing on the First Lien Claims, Second Lien Claims or
General Unsecured Claims shall not be inconsistent with this Agreement;


 


(2)               not,
directly or indirectly, (i) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or
consummation of the Restructuring (including the payment in full of all administrative, priority, and secured claims) or (ii)
solicit, propose, file, support, consent to, encourage, take any action in furtherance of or vote for any Alternative
Transaction4 (but without limiting the
consent, approval, or termination rights provided in this Agreement); provided, however, that nothing herein shall
prohibit the Plan Sponsors, the Committee, and the Additional Consenting Stakeholders from discussing with the Debtors any
unsolicited Alternative Transaction Proposal in accordance with Section 5(f)(24) hereof, so long as any communications in
connection therewith are not inconsistent with this Agreement and are not for the purpose of delaying, interfering, or impeding the
Restructuring contemplated by the Plan;


 





 






4       “Alternative
Transaction” means any transaction with respect to a plan of reorganization or liquidation, dissolution, winding up, liquidation,
reorganization, workout, 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 restructuring involving the Debtors, without the prior written consent of the
Requisite Commitment Parties that competes with or 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 purposes of the Restructuring, the Plan or
this Agreement, in each case, excluding any transaction contemplated by (i) that certain Stock and Asset Purchase Agreement, dated November
25, 2020, by and among Hertz Global Holdings, Inc., Donlen Corporation, each of the subsidiaries of Donlen Corporation listed on Schedule
I thereto, and Freedom Acquirer LLC (as such agreement is in effect as of the date hereof), or (ii) the Commitment Documents.


  






    5


     


    

 


(3)              not, directly or indirectly, file any pleading with the Bankruptcy Court or otherwise support, encourage, seek, solicit,
pursue, initiate, assist, join or participate in any challenge to the validity, enforceability, perfection or priority of, or any action
seeking avoidance, claw-back, recharacterization or subordination of, any portion of the First Lien Claims or Second Lien Claims or any
liens or collateral securing such First Lien Claims or Second Lien Claims; provided that, notwithstanding the foregoing, all Parties’
rights are reserved to challenge, propose or support the rate and/or amount of any interest, costs, and other fees allowable as First
Lien Claims or Second Lien Claims in accordance with the Bankruptcy Code from the Petition Date through the Effective Date;


 


(4)              
to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the transactions
contemplated in the Plan or in this Agreement, negotiate in good faith appropriate additional or alternative provisions to address any
such impediment;


 


(5)              
except to the extent expressly contemplated under the Plan or this Agreement, not exercise, or direct any other person to
exercise, any right or remedy for the enforcement, collection, or recovery of any Claims against or Interests in any of the Debtors that
it owns or has beneficial ownership of, and any other claims against any direct or indirect subsidiaries of the Debtors that are not Debtors;


 


(6)              
negotiate in good faith upon reasonable request of the Debtors, the PE Sponsors, the Requisite Consenting Investors and,
upon the occurrence of the Committee Effective Date, the Committee in connection with any modifications to the Restructuring that improve
the tax efficiency of the Restructuring for the Debtors, the PE Sponsors, the Consenting Investors, and/or the Committee;


 


(7)              
 promptly (but in any event within three (3) business days) notify the Debtors in writing of the occurrence, or failure
to occur, of any event of which such Party has actual knowledge and with respect to which such occurrence or failure would likely cause
(i) any representation of such Party contained in this Agreement to be untrue or inaccurate in any material respect, (ii) any covenant
of such Party contained in this Agreement to not be satisfied in any material respect, or (iii) any condition precedent contained in the
Plan or this Agreement related to the obligations of such Party to not occur or become impossible to satisfy; provided that no
Party shall be obligated to report the breach or potential breach of any other Party in order to comply with this Section 5(a)(7);


 






    6


     


    

 


(8)              execute
and deliver such other instruments and perform such acts, in addition to the matters specified herein, as may be reasonably appropriate
or necessary, or as may be required by order of the Bankruptcy Court in connection with the Plan, from time to time, to effect the Restructuring,
as applicable; and


 


(9)              
with respect to the Plan Sponsors and, upon the occurrence of the Committee Effective Date, the Committee, use commercially
reasonable efforts to (A) consult in good faith with the Committee regarding the form and substance of any material amendment, supplement,
waiver or other modification to or under (or deviation from) the Plan, the Rights Offering Procedures, any other Definitive Document or
this Agreement (each, a “Material Modification”) as soon as reasonably practicable, (B) provide the Committee drafts
of any Material Modification no later than five (5) Business Days prior to the date the Company intends to file such Material Modification
with the Bankruptcy Court, to the extent reasonably practicable, and (C) provide the Committee at least five (5) days advance notice of
all other amendments, supplements, waivers or other modifications to or under (or deviations from) the Definitive Documents or this Agreement,
to the extent reasonably practicable.


 


Notwithstanding the foregoing,
nothing in this Section 5(a) shall require the Plan Sponsors to incur any expenses (other than Fees (as defined below)), liabilities
or other obligations, or agree to any commitments, undertakings, concessions, indemnities or other arrangements, that could result in
expenses (other than Fees), liabilities or other obligations to any such Party, other than as specifically stated in the Commitment Documents;
provided that, for the avoidance of doubt, the Debtors shall be required to reimburse Fees as set forth in Section 10 of
this Agreement.


 


For the avoidance of doubt,
(i) the obligations under this Agreement applicable to the Committee shall not be construed to bind any individual member of the Committee
in its individual capacity, and (ii) the obligations under this Agreement that are applicable to an individual member of the Committee
that has separately executed this Agreement or a joinder to this Agreement shall not be construed to bind the Committee. All members of
the Committee reserve and retain their individual rights, whatever they may be, with respect to this Agreement and any motions filed before
the Bankruptcy Court.


 


(b)              
The foregoing Section 5(a) will not limit any of the Plan Sponsors’ rights:


 


(1)               under
any applicable bankruptcy, insolvency, foreclosure or similar proceeding, including appearing as a party in interest in any matter
to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case provided that such
appearance and the positions advocated in connection therewith are not inconsistent with this Agreement, the Plan, or the Commitment
Documents and do not hinder, delay or prevent consummation of the Restructuring;


 


(2)              
to consult with the Debtors or any other party in interest in the Chapter 11 Cases; provided that such action is
not inconsistent with this Agreement, the Plan, or the Commitment Documents and does not hinder, delay or prevent consummation of the
Restructuring; or


 






    7


     


    

 


(3)              to
enforce any right, remedy, condition, consent or approval requirement under this Agreement or any of the Definitive Documents.


 


(c)          
Plan Sponsors’ Additional Commitments. In addition to the commitments set forth in Section 5(a) hereof,
the Plan Sponsors further agree, severally and not jointly:


 


(1)              pursuant
to and in accordance with the EPCA, to commit, severally and not jointly, to purchase the Preferred Stock and Reorganized Equity on the
terms set forth in the EPCA;


 


(2)              
in the case of Knighthead and Certares, to provide financing to refinance or replace the HIL Facility on substantially the
same terms as set forth in the Credit Agreement, dated as of April 23, 2021, among HIL, as Borrower, the lenders party thereto, and Wilmington
Trust, National Association, as Administrative Agent or more Debtor-friendly terms, which financing shall be available promptly upon Bankruptcy
Court approval of the Commitment Documents;


 


(3)              
to submit drafts to the Debtors of any public press release that discloses the existence or terms of this Agreement, the
EPCA, the Plan, or any other Definitive Document (or any amendment to any of the foregoing) and afford the Debtors a reasonable opportunity
to comment on such documents and disclosures;


 


(4)               to
the extent a Plan Sponsor is or becomes an owner or beneficial owner of any Claims against or Interests in any of the Debtors, (i)
following the commencement of solicitation of the Plan and receipt of the Solicitation Materials and the Ballot(s) and so long as
its vote has been solicited in a manner sufficient to comply with the requirements of sections 1125 and 1126 of the Bankruptcy Code,
including its receipt of the Disclosure Statement following approval of such by the Bankruptcy Court under section 1125 of the
Bankruptcy Code, (A) timely vote or cause to vote any and all Claims against or Interests in any of the Debtors that it owns or has
beneficial ownership of to accept the Plan by delivering its duly executed and completed Ballot(s) accepting the Plan on a timely
basis and (B) to the extent it is permitted to elect whether to opt out (or to opt in, as applicable), of the releases set forth in
the Plan, elect not to opt out (or to opt in, as applicable) of the releases set forth in the Plan by timely delivering its duly
executed and completed Ballots indicating such election (which opt out shall only be in the Plan Sponsors’ capacity as a Claim
holder against the Debtors), and (ii) thereafter, not change or withdraw (or cause to be changed or withdrawn) any such vote or
election; provided that, notwithstanding anything to the contrary in any Solicitation Materials, such vote may be revoked
(and, upon such revocation, deemed void ab initio) by such Party at any time if this Agreement is terminated with respect to
such Party (it being understood by the Parties that any modification of the Plan that results in a termination of this Agreement by
any Party pursuant to Section 8 hereof shall entitle such Party an opportunity to change its vote in accordance with section
1127(d) of the Bankruptcy Code); and


 






    8


     


    

 


(5)              
solely with respect to the Consenting Investors, dismiss with prejudice the appeal filed by the Ad Hoc Committee of Shareholders
of the Order (I) Authorizing Entry into Equity Purchase and Commitment Agreement, (II) Allowing the HHN Notes Guarantee Claims, and
(III) Authorizing the Debtors to Grant the HHN Notes Guarantee Confirmations [D.I. 4116].


 


(d)              Additional
Consenting Stakeholders’ Additional Commitments. In addition to the commitments set forth in Section 5(a) hereof, the
Additional Consenting Stakeholders further agree to: (i) following the commencement of solicitation of the Plan and receipt of the Solicitation
Materials and the Ballot(s) and so long as its vote has been solicited in a manner sufficient to comply with the requirements of sections
1125 and 1126 of the Bankruptcy Code, including its receipt of the Disclosure Statement following approval of such by the Bankruptcy
Court under section 1125 of the Bankruptcy Code, (A) timely vote or cause to vote any and all Claims against or Interests in any of the
Debtors that it owns or has beneficial ownership of to accept the Plan by delivering its duly executed and completed Ballot(s) accepting
the Plan on a timely basis and (B) to the extent it is permitted to elect whether to opt out (or to opt in, as applicable), of the releases
set forth in the Plan, elect not to opt out (or to opt in, as applicable), of the releases set forth in the Plan by timely delivering
its duly executed and completed Ballots indicating such election, and (ii) thereafter, not change or withdraw (or cause to be changed
or withdrawn) any such vote or election; provided that, notwithstanding anything to the contrary in any Solicitation Materials,
such vote may be revoked (and, upon such revocation, deemed void ab initio) by such Party at any time if this Agreement is terminated
with respect to such Party (it being understood by the Parties that any modification of the Plan that results in a termination of this
Agreement by any Party pursuant to Section 8 hereof shall entitle such Party an opportunity to change its vote in accordance with
section 1127(d) of the Bankruptcy Code).


 


(e)              
Committee’s Additional Commitments. Upon occurrence of the Committee Effective Date, in addition to the commitments
enumerated in Section 5(a) hereof, the Committee further agrees to:


 


(1)              
support the Restructuring, the Plan, and consummation of the transactions described in the Definitive Documents, including
by (i) delivering a draft two (2) business days prior to the Disclosure Statement hearing, filing in the Chapter 11 Cases, and delivering
to counsel to the Debtors to include in the Solicitation Materials, a letter of the Committee’s support for the Plan and the Committee’s
recommendation that holders of unsecured Claims against the Debtors vote to accept the Plan; and (ii) not objecting to or otherwise directly
or indirectly interfering with the Debtors’ plan exclusivity;


 


(2)               not
solicit, propose, file, support, consent to, encourage, or take any action in furtherance of any Alternative Transaction (but
without limiting the consent, approval, or termination rights provided in the Agreement); provided, however, notwithstanding
anything to the contrary in this Agreement, if, following the Agreement Effective Date, the Committee or any Debtor receives a bona
fide written proposal, expression of interest or offer for an Alternative Transaction (an “Alternative Transaction
Committee Proposal”) from any Person not solicited in violation of this Section 3(d)(ii) or, to the
Committee’s actual knowledge, Section 5(f)(24) of this Agreement, the Committee may, directly or indirectly through its
Representatives, (i) contact any Person that has made an unsolicited Alternative Transaction Committee Proposal (and its advisors)
for the purpose of clarifying the proposal and any terms thereof and whether it could reasonably be expected to meet the standards
set forth in clauses (x), (y) and (z) of this Section 5(e)(2), so as to determine whether such proposal constitutes, or could
reasonably be expected to lead to, a Superior Committee Proposal (as defined below) or (ii) if the Committee shall have determined
in good faith and, after considering the advice of its counsel and independent financial advisor(s), that (A) such Alternative
Transaction Committee Proposal, constitutes, or could reasonably be expected to result in, a transaction that: (x) would be in the
best interests of holders of unsecured Claims against the Debtors, (y) would reasonably be expected to provide each class of
unsecured creditors either treatment sufficient to unimpair the Claims in such class or to provide distributions with a value
materially in excess of the distributions provided to such class under the transactions contemplated under this Agreement and (z) is
at least as feasible and as likely to achieve confirmation and consummation as the transactions contemplated under this Agreement (a
 “Superior Committee Transaction”) and, (B) in any case, that failure of the Committee to pursue such Alternative
Transaction Committee Proposal would reasonably be expected to result in a breach of the Committee’s fiduciary duties under
applicable laws (a “Superior Committee Proposal”), the Committee may, in response to such Superior Committee
Proposal, engage or participate in discussions and negotiations with such Person, the Debtors and/or the Plan Sponsors regarding
such Superior Committee Proposal; provided, further, that, subject to any confidentiality restrictions under which the
proposal was submitted, (i) the Committee shall provide (A) notice of each Alternative Transaction Committee Proposal to the Company
and each of the Plan Sponsors within 24 hours after the time of receipt of such Alternative Transaction Committee Proposal and (B) a
copy of each written Alternative Transaction Committee Proposal, (ii) the Committee shall also notify the Company and each of the
Plan Sponsors promptly if the Committee determines that an Alternative Transaction Committee Proposal is a Superior Committee
Proposal (and the rationale therefore) no later than 24 hours following such determination, and (iii) if the Committee determines
that an Alternative Transaction Committee Proposal is a Superior Committee Proposal, the Committee shall inform counsel to the
Company and the Plan Sponsors promptly upon the Committee’s receipt of definitive documents to implement such Superior
Committee Proposal. Upon a receipt of a notice from the Committee pursuant to the preceding clause (ii) of its determination that an
Alternative Transaction Committee Proposal is a Superior Committee Proposal, the Company and / or Plan Sponsors shall have five (5)
Business Days to notify the Committee if they disagree with such determination and include in such notice the basis for such
disagreement. If the Company and Plan Sponsors do not provide such notice, then such Alternative Transaction Committee Proposal
shall be deemed a Superior Committee Proposal for purposes of this Agreement;


 






    9


     


    

 


(3)               stay
all litigation (including The Official Committee of Unsecured Creditors v. Barclays Bank PLC, et al., Adv. Pro. No. 20-50842
(Bankr. D. Del. 2020) (MFW), which shall be dismissed with prejudice as of the Effective Date of the Plan), any contested motions,
and discovery or the pursuit of any actual or potential claims and causes of action pending against, or subject to tolling
agreements with, the Debtors, any holders of First Lien Claims, or any holders of Second Lien Claims or the pursuit to obtain
standing to pursue such litigation or any such claims and causes of action; and


 


(4)              
not object to the Mandatory Payment Notice for the Donlen Sale [Docket No. 3684] or the distribution of funds as
contemplated therein.


 


The obligations of the Committee
under this Agreement shall not limit any of the Committee’s rights (i) under any applicable bankruptcy, insolvency, foreclosure
or similar proceeding, including appearing as a party in interest in any matter to be adjudicated in order to be heard concerning any
matter arising in the Chapter 11 Cases, in each case provided that such appearance and the positions advocated in connection therewith
are not inconsistent with the Agreement or the Plan and do not hinder, delay or prevent consummation of the Restructuring; (ii) to consult
with the Debtors or any other party in interest in the Chapter 11 Cases; provided that such action is not inconsistent with this
Agreement or the Plan and does not hinder, delay or prevent consummation of the Restructuring; or (iii) to enforce any right, remedy,
condition, consent or approval requirement under this Agreement or any of the Definitive Documents by or on behalf of itself or any class
of unsecured creditors. Notwithstanding anything to the contrary in the Agreement, nothing in the Agreement, the Plan, or anything included
in any Definitive Document shall prevent the Committee from taking any action which is aimed at preserving the estimated 100% recovery
for Allowed General Unsecured Claims under the Plan, including reviewing, analyzing, defending, objecting and/or responding to any motion,
issue or claim that arises in connection with the Chapter 11 Cases that may directly or indirectly impact that estimated recovery. For
the avoidance of doubt, the Committee is permitted to take into account the interests of all unsecured Claims against the Debtors in connection
with actions taken pursuant to this Agreement.


 


(f)               
Debtors’ Commitments. Each Debtor agrees to, severally and not jointly:


 


(1)             
within one business day of the Agreement Effective Date, (a) file the Plan in the form of an amended version of the proposed
plan of reorganization filed at [Docket No. 4077] in the Chapter 11 Cases and (b) file a copy of this Agreement;


 


(2)              
to the extent reasonably practicable and subject to the terms hereof and subject to the impact and requirements of the Chapter
11 Cases, cooperate and coordinate activities with the other Parties and use commercially reasonable and good faith efforts to pursue,
support, solicit, implement, confirm, and consummate the Restructuring, the Commitment Documents, and the Plan, and to execute and take
all actions contemplated hereby and thereby and as reasonably necessary, or as may be required by order of the Bankruptcy Court, to support
and achieve confirmation of the Plan and consummation of the Restructuring in accordance with, and within the time frames contemplated
by, this Agreement;


 


(3)              
pay and reimburse all Fees in accordance with this Agreement;


 






    10


     


    

 


(4)              
if necessary under applicable law, commence solicitation of votes to accept or reject the Plan as soon as reasonably practicable
following the approval of the Disclosure Statement and Solicitation Materials by the Bankruptcy Court;


 


(5)              
use commercially reasonable efforts to obtain any and all regulatory and/or third party approvals necessary to consummate
the Plan;


 


(6)              
execute and deliver each Definitive Document once agreed by all parties thereto and finalized;


 


(7)              
provide advance initial draft copies of each Definitive Document and any pleading relating to the Plan, the Disclosure Statement,
plan exclusivity, assumption or rejection of material executory contracts and unexpired leases, or key employee incentive or retention
plan to counsel for each of the Plan Sponsors and, upon the occurrence of the Committee Effective Date, the Committee no later than three
(3) calendar days prior to the date when the Company intends to file such pleading or Definitive Document with the Bankruptcy Court and
consult in good faith with such counsel regarding the form and substance of any such filing, in each case to the extent reasonably practicable
or otherwise as soon as reasonably practicable prior to such filing;


 


(8)              
timely object to any motion filed with the Bankruptcy Court by a party seeking the entry of an order (i) directing the appointment
of a trustee or examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code, (ii) converting
any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code, (iii) dismissing any of the Chapter 11 Cases, or (iv) modifying
or terminating the Debtors’ exclusive right to file and/or solicit acceptances of the Plan;


 


(9)            timely
oppose any motion, application, or request filed with the Bankruptcy Court seeking approval of any Alternative Transaction;


 


(10)          
timely oppose any objections filed with the Bankruptcy Court with respect to (A) approval of the Disclosure Statement or
(B) confirmation of the Plan;


 


(11)          
comply in all material respects with applicable laws (including making or using commercially reasonable efforts to obtain
all required material consents and/or appropriate filings or registrations with, notifications to, or authorizations, consents, or approvals
of any regulatory or governmental authority) and paying all income and other material taxes as they become due and payable (except to
the extent nonpayment thereof is permitted by the Bankruptcy Code; provided that, to the extent any taxes have not been paid because
of the relief afforded by the Bankruptcy Code and are not being contested with adequate reserves having been established in accordance
with GAAP, the anticipated payment of such taxes pursuant to the Plan is reflected in the financial information provided to the Plan Sponsors);


 


(12)          
negotiate in good faith upon reasonable request of the PE Sponsors, the Requisite Consenting Investors or, upon the occurrence
of the Committee Effective Date, the Committee in connection with any modifications to the Restructuring that improve the tax efficiency
of the Restructuring for the Debtors, the PE Sponsors, the Consenting Investors, and/or the Committee;


 






    11


     


    

 


(13)           to
the extent that any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring
contemplated in this Agreement or the Plan, negotiate in good faith appropriate additional or alternative provisions to address any such
impediment, in consultation with the Requisite Commitment Parties and, upon the occurrence of the Committee Effective Date, the Committee;


 


(14)          
provide prompt written notice to counsel to each of the Plan Sponsors and, upon the occurrence of the Committee Effective
Date, the Committee (electronic mail among counsel being sufficient) of (i) the occurrence, or failure to occur, of any event of which
the Debtors have actual knowledge and which such occurrence or failure would likely cause (A) any representation of the Debtors contained
in this Agreement to be untrue or inaccurate in any material respect, (B) any covenant of the Debtors contained in this Agreement not
to be satisfied in any material respect or (C) any condition precedent contained in the Plan or this Agreement not to occur or become
impossible to satisfy, (ii) receipt of any written notice from any third party alleging that the consent of such party is or may be required
in connection with the Restructuring, (iii) receipt of any written notice from any governmental body in connection with this Agreement
or the Restructuring, and (iv) receipt of any written notice of any proceeding commenced, or, to the actual knowledge of the Debtors,
threatened against the Debtors, relating to or involving or otherwise affecting in any material respect the Restructuring, including governmental
or third-party complaints, litigations, investigations, or hearings (or communications indicating that the same may be contemplated or
threatened); provided that no Debtor shall be obligated to report the breach or potential breach by any other Party in order to
comply with this Section 5(f)(14);


 


(15)          
seek to cause the Confirmation Order to become effective and enforceable immediately upon its entry and to seek to have
the period in which an appeal thereto must be filed commence immediately upon its entry;


 


(16)          
comply in all material respects with the terms and conditions of the DIP Facility (as defined in the DIP Order) and the
final orders and amendments related thereto such that the DIP Lenders (as defined in the DIP Order) do not accelerate the DIP Loans (as
defined in the DIP Order);


 


(17)           provide
counsel to each of the Plan Sponsors and, upon the occurrence of the Committee Effective Date, the Committee with any reporting
received by the DIP Lenders pursuant to the Order (I) Authorizing the Debtors to Obtain Debtor-in-Possession Financing and Granting
Liens and Superpriority Administrative Claims and (II) Granting Related Relief [Docket No. 1661] (the “DIP
Order”) or any of the DIP Loan Documents (as defined in the DIP Order) on the same schedule as the Committee or the
DIP Lenders, as applicable, receive such reporting, confer with each of the Plan Sponsors and their respective Representatives5,
as reasonably requested, on operational matters and the general status of ongoing operations, and provide each of the Plan Sponsors
with any information reasonably requested regarding the Debtors (subject to any applicable confidentiality obligations) and
reasonable access to management and advisors of the Debtors during normal business hours for the purposes of evaluating the
Debtors’ assets, liabilities, operations, businesses, finances, strategies, prospects and affairs; provided that the Debtors
shall not be required to provide any information or access that the Debtors reasonably believe would violate applicable law,
including antitrust laws and data protection laws, or the terms of any applicable contract (including confidentiality obligations)
or cause forfeiture of any attorney-client privilege or an expectation of client confidence or any other rights to any evidentiary
privilege;


 


 






5
        “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.


 



 






    12


     


    

 


(18)          
not object to, impede or take any other action (including filing any pleading) that is materially inconsistent with, or
is intended or is likely to materially interfere with, acceptance or implementation of the Restructuring;


 


(19)          
not (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, in each case without the prior written
consent of the PE Sponsors;


 


(20)          
not seek to amend or modify, or file a pleading seeking authority to amend or modify, the Definitive Documents in a manner
that is materially inconsistent with this Agreement or the Plan without the prior written consent of the PE Sponsors (and, to the extent
any such amendment or modification relates to any of the Consenting Investor Provisions (as defined below) in the Definitive Documents,
the Requisite Consenting Investors);


 


(21)          
withdraw or amend the Debtors’ motions filed in the Bankruptcy Court seeking approval of entry into the commitment
and fee letters related to the Exit Term Loan Facility, the Exit Revolving Credit Facility, and HVF III to reflect the terms agreed in
connection with the Restructuring;


 


(22)          
promptly following the Agreement Effective Date, cause each of its officers, directors, employees and Subsidiaries to, and
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;


 


(23)           not
to settle or otherwise agree to the allowance of (a) any Claims related to interest, costs, fees, premiums, or “make
whole” amounts arising on and from the Petition Date through the Effective Date (except a settlement or agreement approved by
the Bankruptcy Court prior to the Agreement Effective Date) with respect to the First Lien Claims, Second Lien Note Claims,
Unsecured Funded Debt Claims, or HHN Notes Guarantee Claims, or (b) any General Unsecured Claim in an allowed amount in excess of
$1,000,000.00 (except a settlement or agreement approved by the Bankruptcy Court prior to the Agreement Effective Date), in each
case without the prior written consent of each of the PE Sponsors and shall consult with the PE Sponsors with respect to any
objection to any such Claims (other than with respect to any PE Sponsor that owns or is the beneficial owner of a Claim that is the
subject of such objection);









    13


     


    

 


(24)           not
to, and shall instruct and direct its respective Representatives not to, other than to inform any Person of the provisions of this Section
5(f)(24), 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 (as defined below); provided that, if, notwithstanding
the foregoing, following the Agreement Effective Date, 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 5(f)(24), 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 transaction that: (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, the Commitment Documents, and the Plan (a “Superior Transaction”) and,
in either case, 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 such Person if such Person has executed and delivered to the Company a confidentiality agreement (a copy of
which shall be provided to each of the Plan Sponsors 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 Plan Sponsors, to the extent not
previously provided to the Plan Sponsors; and (y) engage or participate in discussions and negotiations with such Person regarding
such Superior Proposal; provided further, that, subject to applicable confidentiality restrictions and the conditions upon
which the proposal was submitted, (i) the Company shall provide (A) notice of all Alternative Transaction Proposals (whether oral or
written) to each of the Plan Sponsors and their respective counsel within 24 hours after the time of receipt of such Alternative
Transaction Proposal and (B) a copy of each written Alternative Transaction Proposal or summary of each such oral Alternative
Transaction Proposal and (ii) the Company shall also notify each of the Plan Sponsors promptly if the Company Board determines that
an Alternative Transaction Proposal is a Superior Proposal (and the rationale therefor) no later than 24 hours following such
determination. To the extent the Company is prohibited from giving notice of any Alternative Transaction Proposal to any Plan
Sponsor due to a confidentiality restriction or condition upon which such proposal was submitted, the Company shall use its
commercially reasonable efforts to obtain relief from such restriction or condition as promptly as practicable in order to comply
with its obligations under this Section 5(f)(24). Additionally, if the Company Board determines that an Alternative
Transaction Proposal is a Superior Proposal, the Company shall inform the Plan Sponsors promptly upon the Company’s receipt of
definitive documents to implement such Superior Proposal; and


 


(25)          
upon occurrence of the Committee Effective Date, (A) consult in good faith with the Committee regarding the form and substance
of any material amendment, supplement, waiver or other modification to or under (or deviation from) the Plan, the Rights Offering Procedures,
any other Definitive Document or this Agreement (each, a “Material Modification”) as soon as reasonably practicable,
(B) provide the Committee drafts of any Material Modification no later than five (5) Business Days prior to the date the Company intends
to file such Material Modification with the Bankruptcy Court, to the extent reasonably practicable, and (C) provide the Committee at least
five (5) days advance notice of all other amendments, supplements, waivers or other modifications to or under (or deviations from) the
Definitive Documents or this Agreement, to the extent reasonably practicable.


 






    14


     


    

 


(g)              
Moretti Settlement. Upon the occurrence of the Committee Effective Date, the Debtors agree that they shall timely
pursue, and the Committee and Plan Sponsors hereby agree that they shall support, a full and final settlement under Federal Bankruptcy
Rule 9019 of all Claims related to or arising under the action Moretti v. The Hertz Corporation et al., Case No. 14-cv-00469-LPS
(D. Del.), pursuant to which all such Claims shall be Allowed in the aggregate amount of $20,000,000.00 and treated as General Unsecured
Claims in accordance with the Plan on terms and conditions that are substantially similar to other class action settlements that have
resulted in General Unsecured Claims in the Chapter 11 Cases.


 


(h)              
Each Consenting Investor, Additional Consenting Stakeholder, and, to the extent it owns or beneficially owns Claims against
or Interests in any of the Debtors, each Plan Sponsor, has entered into this Agreement on account of all Claims against or Interests in
any of the Debtors that it owns or beneficially owns (directly or through discretionary accounts that it manages or advises) and, except
where otherwise specified in this Agreement, shall take or refrain from taking all actions that it is obligated to take or refrain from
taking under this Agreement with respect to all such Claims against and Interests in any of the Debtors that it owns or beneficially owns.


 



    15


     


    





  





Section
6.              
Transfers of Claims.


 


(a)              
Restrictions on Transfers. Each Plan Sponsor, Consenting Investor, and Additional Consenting Stakeholder agrees that
such Plan Sponsor, Consenting Investor, or Additional Consenting Stakeholder shall not sell, transfer, loan, issue, pledge, hypothecate,
assign or otherwise dispose of, directly or indirectly, in whole or in part (each, a “Transfer”), any Claims
against or Interests in any of the Debtors that it owns or has beneficial ownership of, or any option thereon or any right or interest
therein (including granting any proxies, depositing any of its Claims or Interests into a voting trust or entering into a voting agreement
with respect to any of its Claims or Interests), unless, subject in all cases to the terms and conditions set forth in the EPCA, the transferee
thereof either (i) is a Plan Sponsor, Consenting Investor, or Additional Consenting Stakeholder (provided that written notice of such
transfer shall be provided to counsel to the Debtors and the Plan Sponsors within two (2) business days after the consummation of such
transfer) or (ii) prior to, or contemporaneous with, such Transfer, agrees in writing for the benefit of the Parties to become an Additional
Consenting Stakeholder and to be bound by all of the terms of this Agreement applicable to an Additional Consenting Stakeholder, as applicable
(including with respect to any and all Claims against or Interests in any of the Debtors), by executing a Consenting Stakeholder Joinder
and delivering an executed copy thereof within two (2) business days after such execution, to counsel to the Debtors, in which event the
transferee (a “Permitted Transferee”) shall be deemed to be an Additional Consenting Stakehodler, as applicable,
hereunder to the extent of such transferred Claims or Interests. Any transfer made while this Agreement remains in effect in violation
of this provision shall be void ab initio.


 


(b)              
Qualified Marketmaker Exclusion. Notwithstanding anything the contrary herein, (i) a Party may transfer any Claims
against or Interests in the Debtors to an entity that is acting in its capacity as a Qualified Marketmaker (as defined below) without
the requirement that the Qualified Marketmaker be or become a Party only if such Qualified Marketmaker has purchased such Claims against
or Interests in the Debtors with a view to immediate resale of such Claims or Interests (by purchase, sale, assignment, transfer, participation
or otherwise) as soon as reasonably practicable, and in no event later than three (3) business days after its acquisition and, in any
event, prior to the Distribution Record Date, of such Claims or Interests, to a Permitted Transferee; and (ii) to the extent that a Party
is acting in its capacity as a Qualified Marketmaker, it may transfer or participate any right, title, or interest in any Claims against
or Interests in the Debtors that the Qualified Marketmaker acquires from a holder of Claims or Interests who is not a Party without the
requirement that the transferee be a Permitted Transferee. For the avoidance of doubt, any entity that acquires Claims against or Interests
in the Debtors in its capacity as a Qualified Marketmaker and does not resell such Claims within three (3) business days after its acquisition
thereof and, in any event, prior to the Distribution Record Date, must become a Party to this Agreement by executing a Consenting Stakeholder
Joinder and delivering an executed copy thereof within two (2) business days after the expiration of such period, to counsel to the Debtors
and the Plan Sponsors. For these purposes, a “Qualified Marketmaker” means an entity that: (a) holds itself
out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers Claims against
or Interests in the Company and its affiliates (including debt securities or other debt) or enter into with customers long and short
positions in Claims against or Interests in the Company and its affiliates (including debt securities or other debt), in its capacity
as a dealer or market maker in such Claims against or Interests in the Company and its affiliates; and (b) is in fact regularly in the
business of making a market in Claims against or Interests in issuers or borrowers (including debt securities or other debt).


 






    16


     


    

 


(c)              
Additional Claims. This Agreement shall in no way be construed to preclude the Plan Sponsors or any Additional Consenting
Stakeholder from acquiring additional Claims against or Interests in any of the Debtors; provided that, upon any such acquisition
of Claims or Interests, (i) such Plan Sponsor or Additional Consenting Stakeholder shall promptly notify (in no event later than two (2)
business days thereafter) counsel to each other Party and (ii) each Plan Sponsor or Additional Consenting Stakeholder agrees (x) that
any additional acquired Claims or Interests shall be subject to this Agreement and (y) to vote such Claims or Interests in a manner consistent
with Section 5 hereof, as applicable.


 


Section
7.              
Representations and Warranties.


 


(a)          
Mutual Representations and Warranties. Each Party, severally and not jointly, represents and warrants to the other
Parties that the following statements are true, correct and complete as of the Agreement Effective Date (or as of the Committee Effective
Date or the date such Party executes a Consenting Stakeholder Joinder, as applicable), subject in the case of the Debtors to any required
approval by the Bankruptcy Court:


 


(1)              
Power and Authority. Such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation
or organization, and has all requisite corporate, partnership, limited liability company or similar authority to enter into this Agreement
and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder, and the execution and delivery
of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate,
limited liability company, partnership or other similar action on its part;


 


(2)              
No Conflict. The execution, delivery and performance by such Party of this Agreement does not and will not (i) violate
any provision of law, rule or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing
documents) or those of any of its subsidiaries, or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party;


 


(3)              
No Consent or Approval. The execution, delivery and performance by such Party of this Agreement does not and will
not require any registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or
governmental authority or regulatory body, except such filings (i) as may be necessary and/or required by the U.S. Securities and Exchange
Commission or (ii) with respect to the Plan Sponsors, that are set forth in clauses (a) or (b) of Section 5.5 of the EPCA; and


 


(4)              
Enforceability. This Agreement is the legally valid and binding obligation of such Party, enforceable against it
in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the
Bankruptcy Court.


 








    17


     


    

 


(b)              
 Additional Representations of Consenting Investors and Additional Consenting Stakeholders. Each Consenting Investor
and Additional Consenting Stakeholder, severally and not jointly, represents and warrants to the other Parties that, as of its respective
Consenting Stakeholder Effective Date or the Agreement Effective Date, as applicable, such Consenting Investor or Additional Consenting
Stakeholder: (1) (A) is the owner or beneficial owner (or manager or advisor of funds or accounts that are beneficial owner) of the aggregate
principal amount of Claims against or Interests in any of the Debtors, as applicable, set forth below its name on the signature page hereto
or to its Joinder, as applicable and does not own or beneficially own any other Claims against or Interests in any of the Debtors, and/or
(B) has, with respect to the beneficial owner(s) of such Claims or Interests, as applicable, (i) sole investment or voting discretion
with respect to such Claims or Interests, (ii) full power and authority to vote on and consent to matters concerning such Claims or Interests,
or to exchange, assign, and Transfer such Claims or Interests, and (iii) full power and authority to bind or act on the behalf of, such
beneficial owner(s); and (2) with respect to each Consenting Investor and Additional Consenting Stakeholder, although none of the Parties
intends that this Agreement should constitute (and they each believe it does not constitute) an offering of securities, such Consenting
Investor or Additional Consenting Stakeholder is either (A) a qualified institutional buyer, as defined in Rule 144A of the Securities
Act of 1933, as amended (the “Securities Act”) or (B) a non-U.S. Person in offshore transaction complying with
Rule 903 or Rule 904 of Regulation S under the Securities Act and who also is an “institutional account” within the meaning
of FINRA Rule 4512(c).


 


Section
8.              
Termination Events.


 


(a)          
Plan Sponsor Termination Events. This Agreement may be terminated (i) with respect to any PE Sponsor, by such PE
Sponsor and (ii) with respect to the Consenting Investors, by the Requisite Consenting Investors, in each case, by delivering to the other
Parties one (1) business day’s written notice in accordance with Section 11(l) hereof, upon the occurrence of any of the
following events, in each case after the Agreement Effective Date; provided, however, that neither any PE Sponsor nor the
Requisite Consenting Investors may seek to terminate this Agreement based upon a breach of this Agreement by any Debtor arising primarily
out of any such PE Sponsor’s or any Consenting Investor’s own actions, respectively:


 


(1)              the
breach by any Debtor of any obligation, commitment, agreement, representation, warranty, covenant, or other provision contained in this
Agreement in any material respect, which breach (i) would materially and adversely impede or interfere with the overall acceptance, implementation,
or consummation of the Restructuring on the terms and conditions set forth in this Agreement and the Plan and (ii) remains uncured for
a period of five (5) business days after the receipt by the other Parties of written notice of such breach from the terminating Plan
Sponsor, other than with respect to any breach that is incurable, for which no cure period shall be required or apply;


 


(2)              
the termination of this Agreement in accordance with this Section 8(a) by any PE Sponsor or the Requisite Consenting
Investors or in accordance with Section 8(d) by the Debtors;


 


(3)             
the Bankruptcy Court approves or authorizes an Alternative Transaction or any of the Debtors (i) enters into any Contract
(as defined in the EPCA) providing for the consummation of any Alternative Transaction, (ii) files any motion or application seeking authority
to propose, join in or participate in the formation of any actual or proposed Alternative Transaction, or (iii) publicly announces its
intention to take any such action listed in this Section 8(a)(3) or to materially breach its obligations under Section 5(f)(24)
hereof;


 






    18


     


    

 


(4)              
the failure by the Debtors to meet any of the Milestones as a result of the failure by any Debtor to use commercially reasonable
efforts to reach such Milestone, unless such Milestone is extended in accordance with Section 4 hereof;


 


(5)              
the issuance by any governmental authority (including any regulatory authority or any court of competent jurisdiction) of
any injunction, judgment, decree, charge, ruling or order that, in each case, would have an adverse effect on a material provision of
this Agreement or a material portion of the Restructuring or the Plan or a material adverse effect on the Debtors’ businesses, unless
the Debtors have sought a stay of such injunction, judgment, decree, charge, ruling, or order within fifteen (15) business days after
the date of such issuance, and such injunction, judgment, decree, charge, ruling, or order is reversed or vacated within twenty (20) business
days after the date of such issuance;


 


(6)              
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;


 


(7)              
the Debtors withdraw the Plan or 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, no Party
shall have the right to terminate this Agreement pursuant to this Section 8(a)(7) if the Bankruptcy Court denies confirmation of
the Plan subject only to the making of ministerial, administrative, or immaterial modifications to the Plan;


 


(8)              
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 PE Sponsors;


 


(9)              
(i) any of the Definitive Documents, after completion, contain terms, conditions, representations, warranties, or covenants
that are materially inconsistent with the terms of this Agreement, (ii) any of the Definitive Documents shall have been materially amended
or modified in a manner rendering such Definitive Document materially inconsistent with the terms of this Agreement, in each case, without
the consent of the PE Sponsors or the Requisite Consenting Investors, as applicable, in accordance with their approval rights under this
Agreement and the Plan, or (iii) in the case of a Definitive Document that is also an order (including the Confirmation Order), such
order shall have been reversed, vacated or modified in a manner materially inconsistent with this Agreement, without the prior written
consent of the PE Sponsors and, to the extent the Consenting Investors have a consent right with respect to such Definitive Document,
the Requisite Consenting Investors, unless the Debtors have sought a stay of the order causing such reversal, vacatur or modification
within five (5) business days after the date of such issuance, and such order is stayed, reversed or vacated within ten (10) business
days after the date of such issuance;


 






    19


     


    

 


(10)          
any Debtor files a motion or application (or a series of motions or applications) seeking authority to sell in a single
sale, or in a series of sales that in the aggregate would constitute, all or a material portion of its assets or equity interests without
the prior written consent of the PE Sponsors;


 


(11)          
the Debtors file a motion seeking authority to enter into post-petition DIP financing without the prior written consent
of the PE Sponsors;


 


(12)          
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;


 


(13)          
the Debtors materially breach their obligations under Section 5(f)(24) of this Agreement;


 


(14)          the
Bankruptcy Court grants relief that (i) is inconsistent with this Agreement in any material respect or (ii) would, or would reasonably
be expected to, materially frustrate the purposes of this Agreement, including by preventing the consummation of the Restructuring, unless
the Debtors have sought a stay of such relief within seven (7) business days after the date of such issuance, and such order is stayed
reversed or vacated within fourteen (14) business days after the date of such issuance; or


 


(15)          
all conditions to effectiveness or closing in the EPCA are not satisfied or waived by the Effective Date Deadline, in accordance
therewith, which date may be extended in writing by the Requisite Commitment Parties (electronic mail among counsel being sufficient);
provided that the right to terminate this Agreement under this Section 8(a)(15) shall not be available to any Party if any
Plan Sponsor is then in material breach of the EPCA and such breach proximately caused the failure of the Plan to go effective by the
Effective Date Deadline.


 


(b)              Additional
Consenting Stakeholder Termination Events. This Agreement may be terminated by any Additional Consenting Stakeholder, with respect
to itself only, upon one (1) business day’s written notice thereof by such terminating Additional Consenting Stakeholder to the
other Parties in accordance with Section 11(l) hereof, upon the occurrence of any of the following events, in each case after
the applicable Consenting Stakeholder Effective Date:


 


(1)              the
treatment of such Additional Consenting Stakeholder’s Claims in the Plan is adversely and materially modified from that specified
in the Plan filed by the Debtors as of the applicable Consenting Stakeholder Effective Date; or


 


(2)              the
Debtors file or explicitly support an Alternative Transaction that proposes treatment of such Additional Consenting Stakeholder’s
Claims that adversely deviates, in any material manner, from the treatment specified in the Plan filed by the Debtors as of the
applicable Consenting Stakeholder Effective Date.


 






    20


     


    

 


(c)          
Committee Termination Events. This Agreement may be terminated by the Committee, with respect to itself only, upon
one (1) business day’s written notice thereof by the Committee to the other Parties in accordance with Section 11(l) hereof,
upon the occurrence of any of the following events, in each case after the Committee Effective Date, and with respect to the events enumerated
in Sections 8(c)(1)-(7), if the Committee determines in good faith that the occurrence of such Committee Termination Event has
had, or is reasonably likely to have, a material adverse effect on the rights, interests or treatment of the Committee or any class of
unsecured creditors:


 


(1)              
the termination of this Agreement in accordance with Section 8(a) by any PE Sponsor or the Requisite Consenting Investors
or in accordance with Section 8(d) by the Debtors;


 


(2)              
the issuance by any governmental authority (including any regulatory authority or any court of competent jurisdiction) of
any injunction, judgment, decree, charge, ruling or order that, in each case, would have an adverse effect on a material provision of
this Agreement or a material portion of the Restructuring or the Plan or a material adverse effect on the Debtors’ businesses, unless
the Debtors have sought a stay of such injunction, judgment, decree, charge, ruling, or order within fifteen (15) business days after
the date of such issuance, and such injunction, judgment, decree, charge, ruling, or order is reversed or vacated within twenty (20) business
days after the date of such issuance;


 


(3)              
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;


 


(4)              
the Debtors withdraw the Plan or 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, no Party
shall have the right to terminate this Agreement pursuant to this Section 8(c)(4) if the Bankruptcy Court denies confirmation of
the Plan subject only to the making of ministerial, administrative, or immaterial modifications to the Plan;


 


(5)              
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;


 


(6)              
the Bankruptcy Court grants relief that (i) is inconsistent with this Agreement in any material respect or (ii) would,
or would reasonably be expected to, materially frustrate the purposes of this Agreement, including by preventing the consummation of
the Restructuring, unless the Debtors have sought a stay of such relief within seven (7) business days after the date of such issuance,
and such order is stayed reversed or vacated within fourteen (14) business days after the date of such issuance;


 






    21


     


    

 


(7)              
the termination of the EPCA in accordance with its terms;


 


(8)              the
treatment of the unsecured Claims in the Plan for any class of unsecured creditors is materially and adversely modified or otherwise
materially and adversely deviates from that specified in the Plan;


 


(9)              
the Committee determines in good faith, based upon advice of counsel, that, in light of a Superior Committee Proposal received
in compliance with Section 5(e)(2) of this Agreement, continuing to support the Restructuring would be inconsistent with the exercise
of its fiduciary duties under applicable law; provided that, for purposes of considering whether any potential treatment or distribution
would reasonably be expected to satisfy the standards set forth in clauses (x), (y) and (z) of Section 5(e)(2), the Committee shall
consider the reasonably expected cost and delay of obtaining such treatment or distribution and the risk of forgoing the treatment of
holders of unsecured Claims against the Debtors under the Plan, including the risk of implementing and closing the Superior Committee
Proposal; and provided, further, that the Committee shall give prompt written notice to counsel to the Debtors and Plan
Sponsors of any determination in accordance with this Section 8(c)(7) (electronic mail among counsel being sufficient);


 


(10)          
any of the Debtors or the Plan Sponsors proposes or explicitly supports any Alternative Transaction that proposes treatment
for any class of unsecured creditors that materially and adversely deviates from the treatment specified in the Plan;


 


(11)          
any Definitive Document is amended, submitted, modified, or supplemented or any provisions contained therein are waived
in a manner that materially and adversely affects the rights, interests or treatment of the Committee or any class of unsecured creditors,
as compared to such treatment as set out in the Plan, the Rights Offering Procedures or this Agreement, without the consent of the Committee,
and such amendment remains in effect for five (5) Business Days after the Committee transmits a written notice to the other Parties;


 


(12)          
this Agreement is amended, supplemented or modified (or a waiver granted thereunder) without the prior written consent of
the Committee and the Committee determines in good faith that such amendment, supplement or waiver has a material and adverse effect on
the rights, interests or treatment of the Committee or any class of unsecured creditors;


 


(13)          
the breach by any Debtor or Plan Sponsor of any obligation, commitment agreement, representation, warranty, covenant, or
other provision contained in this Agreement in any material respect, which breach (i) would materially and adversely affect the rights,
interest or treatment of the Committee or any class of unsecured creditors and (ii) remains uncured for a period of five (5) business
days after the receipt by the other Parties of written notice of such breach from the Committee, other than a breach that is incurable,
for which no cure period shall be required or apply;


 


(14)          any
Debtor files a motion or application (or a series of motions or applications) seeking authority to sell in a single sale, or in
a series of sales that in the aggregate would constitute, all or a material portion of its assets or equity interests without the prior
written consent of the Committee;


 


(15)          
the Confirmation Order has not been entered by the Bankruptcy Court by November 22, 2021; or


 


(16)          
the Effective Date shall not have occurred by January 1, 2022.


 






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(d)              
Debtor Termination Events. This agreement may be terminated with respect to all Parties upon one (1) business day’s
written notice thereof by the Debtors to the other Parties in accordance with Section 11(l) hereof, upon the occurrence of any
of the following events, in each case after the Agreement Effective Date; provided, however, that the Debtors may not seek
to terminate this Agreement based upon a breach of this Agreement by any other Party arising primarily out of the Debtors’ own actions
in material breach of this Agreement:


 


(1)              
the breach by any of the Plan Sponsors of any obligation, commitment, agreement, representation, warranty, covenant, or
other provision contained in this Agreement in any material respect, which breach (i) would materially and adversely impede or interfere
with the overall acceptance, implementation, or consummation of the Restructuring on the terms and conditions set forth in this Agreement
and the Plan and (ii) remains uncured for a period of five (5) business days after the receipt by the other Parties of written notice
of such breach from the Debtors, other than with respect to any breach that is incurable, for which no cure period shall be required or
apply;


 


(2)              
the termination of this Agreement in accordance with its terms by any of the Plan Sponsors;


 


(3)              the
issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent
jurisdiction (including the Bankruptcy Court), of any statute, regulation, ruling or order declaring this Agreement or any material portion
hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring, which action
remains uncured for a period of ten (10) business days after the receipt by the Parties of written notice of such event;


 


(4)              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 counsel to the Plan Sponsors of any determination
in accordance with this Section 8(d)(4) (electronic mail among counsel being sufficient);


 


(5)              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 8(d)(5) if the Bankruptcy Court denies confirmation of the Plan subject only to the making
of ministerial, administrative or immaterial modifications to the Plan;


 






    23


     


    

 


(6)              
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;


 


(7)              any
of 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;


 


(8)              
the Effective Date of the Plan has not occurred by the Effective Date Deadline;


 


(9)              all
conditions to effectiveness or closing in the EPCA are not satisfied or waived by the Effective Date Deadline, which date may be extended
in writing by counsel to the Debtors (electronic mail among counsel being sufficient); provided that the right to terminate this
Agreement under this Section 8(d)(9) shall not be available to the Debtors if any Debtor is then in material breach of the EPCA
and such breach proximately caused the failure of the Plan to go effective by the Effective Date Deadline; or


 


(10)          
the termination of the EPCA in accordance with its terms.


 


(e)              
Mutual Termination; Automatic Termination. This Agreement and the obligations of all Parties hereunder may be terminated
by mutual written agreement by and among (i) each of the Debtors and (ii) the PE Sponsors. Notwithstanding anything in this Agreement
to the contrary, this Agreement shall terminate automatically without any further required action or notice upon the occurrence of the
Effective Date of the Plan and either the expiration of the appeal period with respect to the Confirmation Order if no appeals are filed
or, if any appeal of the Confirmation Order is filed, the conclusion of such appeal.


 


(f)               
Effect of Termination. The date on which termination of this Agreement is effective with respect to any Party in
accordance with this Section 8 shall be referred to as a “Termination Date” with respect to such Party.
Upon the occurrence of a Termination Date, the applicable Parties’ obligations under this Agreement shall be terminated effective
immediately, and the Parties, subject to such termination in accordance with this Section 8, shall be released from all commitments,
undertakings, and agreements hereunder; provided, however, that each of the following shall survive any such termination: (i) any
claim for breach of this Agreement that occurs prior to such Termination Date, and all rights and remedies with respect to such claims,
(ii) this Section 8, and (iii) Section 11 hereof.


 


(g)              
Automatic Stay. Unless and until there is an unstayed order of the Bankruptcy Court providing that the giving of
notice under and termination of this Agreement in accordance with its terms is not prohibited by the automatic stay imposed by section
362 of the Bankruptcy Code, the occurrence of a Termination Event shall result in the automatic termination of this Agreement with respect
to each Party for which this Agreement would terminate if the Parties having the right to terminate this Agreement (the “Requisite
Notice Parties”) were permitted to provide notice of such occurrence in accordance with this Agreement, upon the date that
is five (5) days following such occurrence, unless the Requisite Notice Parties waive such Termination Event in writing. The Debtors
acknowledge and agree, and shall not dispute, that the giving of notice of the termination of this Agreement by any Party pursuant to
this Agreement shall not be a violation of the automatic stay of section 362 of the Bankruptcy Code (and the Debtors hereby waive, to
the fullest extent permitted by law, the applicability of the automatic stay to the giving of such notice and their right to assert a
contrary position in the Chapter 11 Cases, if any, with respect to the foregoing); provided, however, that nothing herein
shall prejudice any Party’s rights to argue that the delivery of a notice of default or termination was not otherwise proper under
the terms of this Agreement.


 






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Section
9.              
Amendments and Waivers. 


 


(a)          
The terms and conditions of this Agreement, including any exhibits, annexes or schedules to this Agreement, may not be waived,
modified, amended, or supplemented without the prior written consent of (i) each of the Debtors, (ii) the PE Sponsors (and, to the extent
any such amendment would reduce the Rights Offering Backstop Commitment (as defined in the EPCA) or Direct Investment Portion (as defined
in the EPCA) of any Consenting Investor or reduce the Backstop Fee (as defined in the EPCA) payable to any Consenting Investor, change
the form of payment of the Backstop Fee payable to any Consenting Investor from Common Stock (as defined in the EPCA), delays beyond the
Closing Date (as defined in the EPCA) the date on which payment of the Backstop Fee is paid to any Consenting Investor, or otherwise materially
and adversely affects the economic interests of the Consenting Investors (collectively, the “Consenting Investor Provisions”),
the Requisite Consenting Investors), (iii) subject to the occurrence of the Committee Effective Date and solely with respect to any rights
or obligations of the Committee under Sections 5(a), 5(e), 8(c), and 9 hereof, the Committee, provided,
for the avoidance of doubt, that none of this Agreement, the Plan or the Rights Offering Procedures may be amended, supplemented, modified
or waived without the prior written consent of the Committee, to the extent such amendment, supplement, modification or waiver affects
the rights or obligations of the Committee or materially impairs distributions under the Plan to any class of unsecured creditors, and
(iv) subject to the occurrence of the Consenting Stakeholder Effective Date and solely with respect to any rights or obligations of the
Additional Consenting Stakeholder under Sections 5(a), 5(d), 8(b), and 9 hereof, the Additional Consenting
Stakeholders holding a majority of the principal amount of the Claims against the Debtors that all Additional Consenting Stakeholders
hold at the time of such waiver, modification, amendment, or supplement. Any proposed modification, amendment, waiver, or supplement that
does not comply with this Section 9 shall be ineffective and void ab initio as to any non-consenting Party affected thereby.
The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver
of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising,
any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy or any provision of this
Agreement, nor shall any single or partial exercise of such right, power or remedy by a Party preclude any other or further exercise of
such right, power or remedy or the exercise of any other right, power or remedy by such Party. All remedies under this Agreement are cumulative
and are not exclusive of any other remedies provided by Law. Any consent or waiver contemplated in this Agreement may be provided by electronic
mail from counsel to the relevant Parties.


 






    25


     


    

 


(b)              
The Requisite Consenting Investors shall not agree to any amendment to this Agreement,
the EPCA or the Plan related to a Consenting Investor Provision that is disproportionately materially and economically adverse to any
individual Consenting Investor unless the obligations and commitments thereunder of any such Consenting Investor that does not consent
to such amendment are immediately terminated by the Debtors, the other Consenting Investors and the Plan Sponsors.


 


Section
10.          Fees
and Expenses. The Debtors shall promptly pay or reimburse, as and when required under either the EPCA or the Plan, all reasonable
and documented out-of-pocket fees (including success fees, transaction fees or similar fees) of: (i) Kirkland & Ellis LLP, as
counsel to Knighthead and Certares, (ii) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to Apollo, (iii) Klehr
Harrison Harvey Branzburg LLP, as Delaware counsel to the PE Sponsors, (iv) Guggenheim Securities, LLC, as investment banker to
Knighthead and Certares, (v) Alvarez & Marsal Corporate Performance Improvement, LLC, as financing advisor to Knighthead and
Certares, (vi) Glenn Agre Bergman & Fuentes LLP, as counsel to the Consenting Investors, (vii) Morris, Nichols, Arsht & Tunnell
LLP, as Delaware counsel to the Consenting Investors, (viii) Pericles Capital Advisors, LLC, as financial advisor to the Consenting Investors,
and (ix) any other accountants and other professionals, advisors and consultants retained by the PE Sponsors with the prior written consent
of the Company, in each case, to implement the Restructuring (regardless of when such fees are or were incurred) (the “Fees”).
To the extent not paid or reimbursed under the EPCA or otherwise by the Debtors before the Effective Date, the Plan shall provide for
the payment in full in cash on the Effective Date of any unpaid Fees. The Fees shall be payable by the Debtors without any requirement
to (x) file retention or fee applications, (y) provide notice to any Person other than the Debtors, or (z) provide itemized time detail
to the Debtors or any other Person; provided that the applicable advisors will provide additional detail as reasonably requested
by the Debtors.


 


Section
11.          
Miscellaneous.


 


(a)              Entire
Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes
all prior agreements, oral, or written, among the Parties (or any subset thereof) with respect thereto, including the Existing Plan Support
Agreement, that certain Joinder Agreement in Respect of Plan Support Agreement, dated as of April 14, 2021, and that certain Supplement
to Joinder Agreement in Respect of Plan Support Agreement dated as of April 14, 2021 (each of which, for the avoidance of doubt, shall
no longer be in effect).


 


(b)              
Headings. The headings of the sections, paragraphs, and subsections of this Agreement are inserted for convenience
only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.


 


(c)              
Governing Law; Submission to Jurisdiction; Forum Selection. This Agreement shall be construed and enforced in accordance
with, and the rights of the Parties shall be governed by, the laws of the State of New York, without giving effect to the conflicts of
law principles thereof. Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of
or related to this Agreement in the Bankruptcy Court and, to the extent the Bankruptcy Court is determined to not have jurisdiction,
in the United States District Court for the Southern District of New York or any New York State court located in New York County (the
 “Chosen Courts”), and solely in connection with claims arising under this Agreement: (a) irrevocably submits
to the exclusive jurisdiction of the Chosen Courts; (b) waives any objection to laying venue in any such action or proceeding in the
Chosen Courts; and (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party
hereto.


 






    26


     


    

 


(d)              
Trial by Jury Waiver. Each Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or related to this Agreement or the transactions contemplated hereby.


 


(e)              
Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of
electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together
shall constitute the same agreement. Each individual executing this Agreement on behalf of a Party has been authorized and empowered to
execute and deliver this Agreement on behalf of said Party.


 


(f)               Interpretation
and Rules of Construction. This Agreement is the product of negotiations among the Parties, and the enforcement or interpretation
hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason
of that Party having drafted or caused to be drafted this Agreement or any portion hereof, shall not be effective in regard to the interpretation
hereof. Each Party was represented by counsel during the negotiations and drafting of this Agreement and continue to be represented by
counsel and, therefore, waive the application of any law, regulation, holding or rule of construction (i) providing that ambiguities
in an agreement or other document shall be construed against the party drafting such agreement or document or (ii) any Party with a defense
to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel. Unless the context of this Agreement
otherwise requires, (i) words using the singular or plural number also include the plural or singular number, respectively, (ii) the
terms “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Agreement,
(iii) the words “include,” “includes,” and “including” when used herein shall be deemed in each case
to be followed by the words “without limitation” and (iv) the word “or” shall not be exclusive and shall be read
to mean “and/or.” “Writing,” “written,” and comparable terms refer to printing, typing and other
means of reproducing words (including electronic media) in a visible form, and any requirement that any notice, consent or other information
shall be provided “in writing” shall include e-mail. Any reference to “business day” means any day other than
a Saturday, a Sunday, or any other day on which banks located in New York, New York are closed for business as a result of federal, state
or local holiday and any other reference to a day means a calendar day. If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions shall remain in full force
and effect. Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent possible.


 


(g)              
Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement is intended to bind and inure
to the benefit of each of the Parties and each of their respective successors, permitted assigns, heirs, executors, administrators, and
Representatives.


 






    27


     


    

 


(h)              No
Third-Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other
person or entity shall be a third-party beneficiary of this Agreement.


 


(i)               Relationship
Among Parties. Notwithstanding anything herein to the contrary, (i) the duties and obligations of the Parties under this Agreement
shall be several, not joint, (ii) no Party shall have any responsibility by virtue of this Agreement for any trading by any other entity;
(iii) no prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this
Agreement; and (iv) none of the Parties shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or
responsibilities in any kind or form to each other, including as a result of this Agreement or the Restructuring contemplated herein
(other than the fiduciary duties of the Committee to Holders of unsecured Claims against any of the Debtors).


 


(j)                Reservation
of Rights. If the Restructuring is not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve
any and all of their rights. 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.


 


(k)              
Specific Performance; Remedies Cumulative. This Agreement is intended as a binding commitment enforceable in accordance
with its terms. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement
by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without
the posting of any bond and without proof of actual damages) as a remedy for any such breach, including, without limitation, an order
of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.
All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later
exercise of any other such right, power, or remedy by such Party or any other Party. Notwithstanding anything contained in this Agreement
to the contrary, specific performance and injunctive or other equitable relief and the right to terminate this Agreement in accordance
with the terms and provisions thereof shall be the sole and exclusive remedies for any breach of this Agreement by the Committee, and
no Party (or any other person) shall be entitled to monetary damages for any breach by the Committee of any provision of this Agreement.


 






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(l)                
Notices. All notices hereunder shall be deemed given if in writing and delivered, if contemporaneously sent by electronic
mail, facsimile, courier, or by registered or certified mail (return receipt requested) to the following addresses or electronic mail
addresses:


 


(1)         
If to the Company, to:


 


The Hertz Corporation

8501 Williams Road

Estero, Florida 33928

Attention: M. David Galainena

Email: dave.galainena@hertz.com


 


with a copy to:


 


White & Case LLP

200 South Biscayne Blvd., Suite 4900

Miami, FL 33131

Attention: Thomas E Lauria; Matthew Brown

Email: tlauria@whitecase.com; mbrown@whitecase.com


 


and


 


White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: David Turetsky; Andrew Zatz

Email: david.turetsky@whitecase.com; azatz@whitecase.com


 


(2)         
If to Knighthead or Certares, to the electronic mail addresses set forth below such Party’s signature, with copies
to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Attn.: Stephen E. Hessler, P.C.


shessler@kirkland.com


 


and


 


Kirkland & Ellis LLP


300 North LaSalle Dr.


Chicago, IL 60654


Attn.: John R. Luze


john.luze@kirkland.com


 


(3)          If
to Apollo, to the electronic mail addresses set forth below such Party’s signature, with copies to:


 


Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019


Attn.: Jeffrey D. Saferstein, Kyle J. Kimpler

jsaferstein@paulweiss.com; kkimpler@paulweiss.com


 






    29


     


    

 


(4)          If
to the Consenting Investors, to the electronic mail addresses set forth below such Party’s signature, with copies to:


 


Glenn Agre Bergman & Fuentes LLP


55 Hudson Yards


20th Floor


New York, New York 10001


Attn: Andrew Glenn


aglenn@glennagre.com


 


Any notice given by delivery, mail, or courier
shall be effective when received. Any notice given by facsimile or electronic mail shall be effective upon oral, machine, or electronic
mail (as applicable) confirmation of transmission.


 


(m)            
Acknowledgment. Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be an
offer with respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes of sections
1125 and 1126 of the Bankruptcy Code or otherwise. Any such offer or solicitation will be made only in compliance with all applicable
securities laws and provisions of the Bankruptcy Code.


 


(n)             Independent
Analysis. Each Party hereby confirms that its decision to execute this Agreement has been based upon its independent assessment of
documents and information available to it, as it has deemed appropriate.


 


(o)             Debtors’
Fiduciary Obligations. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, the Plan, or anything
included in any Definitive Document shall require any Debtor or any board of directors, board of managers, or similar governing body
of any Debtor, after consulting with counsel, to take any action or to refrain from taking any action with respect to this Agreement,
the Plan, or the Restructuring to the extent taking or failing to take such action would be inconsistent with applicable law or its fiduciary
obligations under applicable law, and any such action or inaction pursuant to such exercise of fiduciary duties shall not be deemed to
constitute a breach of this Agreement; provided that the Debtors shall give prompt written notice to counsel to each of the Plan
Sponsors (electronic mail among counsel being sufficient) of any determination made under this Section 11(o).


 


[Remainder of Page Intentionally Left Blank]


 






    30


     


    

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:	Executive Vice President, General Counsel and Secretary


 


	 	The Hertz Corporation
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Executive Vice President, General Counsel and Secretary


 


	 	CMGC Canada Acquisition ULC (CCAA)
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


	 	Dollar Rent A Car, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


[Signature
Page to Plan Support Agreement]




     


     


    

	 	Dollar Thrifty Automotive Group Canada, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary



 

	 	Dollar Thrifty Automotive Group, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


	 	DTG Canada, Corp.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


	 	DTG Operations, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


[Signature
Page to Plan Support Agreement]




     


     


    

	 	DTG Supply, LLC
	 	 	 
	 	By:	DTG Operations, Inc.,

Its sole member and manager
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary



 

	 	Firefly Rent A Car, LLC
	 	 	 
	 	By:	The Hertz Corporation,

Its sole member and manager
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Executive Vice President, General Counsel and Secretary



 

	 	Hertz Aircraft, LLC
	 	 	 
	 	By:	The Hertz Corporation,

Its sole member and manager
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Executive Vice President, General Counsel and Secretary


 


[Signature
Page to Plan Support Agreement]




     


     


    

	 	Hertz Canada Limited
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary



 

	 	Hertz Car Sales, LLC
	 	 	 
	 	By:	The Hertz Corporation,

Its sole member and manager
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Executive Vice President, General Counsel and Secretary



 

	 	Hertz Global Services Corporation
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary



 

	 	Hertz Local Edition Corp.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


[Signature
Page to Plan Support Agreement]




     


     


    

	 	Hertz Local Edition Transporting, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary



 

	 	Hertz System, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary



 

	 	Hertz Technologies, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary



 

	 	Hertz Transporting, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


[Signature
Page to Plan Support Agreement]




     


     


    

	 	Rental Car Group Company, LLC
	 	 	 
	 	By:	The Hertz Corporation,

Its sole member and manager
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Executive Vice President, General Counsel and Secretary



 

	 	Rental Car Intermediate Holdings, LLC
	 	 	 
	 	By:	 Hertz Global
    Holdings, Inc.,
 Its sole member
    and     manager
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Executive Vice President, General Counsel and Secretary



 

	 	Smartz Vehicle Rental Corporation
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary



 

	 	Thrifty Car Sales, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


[Signature
Page to Plan Support Agreement]




     


     


    

	 	SellerCo Fleet Leasing, Ltd.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	President



 

	 	SellerCo Corporation
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	President and Chief Executive Officer



 

	 	SellerCo FSHCO Company
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	President and Chief Executive Officer



 

	 	SellerCo Mobility Solutions, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Chairman of the Board and President


 


[Signature
Page to Plan Support Agreement]




     


     


    

	 	Thrifty Rent-A-Car System, LLC
	 	 	 
	 	By:	Thrifty, LLC
	 	 	Its Sole member/manager
	 	 	By:	Dollar Thrifty Automotive Group, Inc.,

Its Sole Member/Manager
	 	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


	 	Thrifty, LLC
	 	 	 
	 	By:	Dollar Thrifty Automotive Group, Inc.,

Its sole member and manager
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary



 

	 	TRAC Asia Pacific, Inc.
	 	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	Vice President, General Counsel and Secretary


 


[Signature
Page to Plan Support Agreement]






     


     


    

 






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.


 


	 	KNIGHTHEAD CAPITAL MANAGEMENT, LLC, or one of its affiliates, solely on behalf of certain funds managed
    and/or advised by it
	 	 	 
	 	By:	/s/ Laura L. Torrado
	 	 	Name: Laura L. Torrado
	 	 	Title: General Counsel
	 	 	 
	 	CERTARES OPPORTUNITIES LLC
	 	By:	Certares Management LLC, its sole member
	 	 	 
	 	By:	/s/ Tom LaMacchia
	 	 	Name: Tom LaMacchia
	 	 	Title: Managing Director and General Counsel


 


[Signature Page to the Plan Support
Agreement] 




     


     


    

	AP KENT CREDIT MASTER FUND, L.P.
	 	 	 
	By:	AP Kent Advisors, L.P., its general partner	 
	 	 	 
	By:	AP Kent Advisors GP, LLC, its general partner	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 	 
	APOLLO ACCORD IV AGGREGATOR A, L.P.
	 	 	 
	By:	Apollo Accord Advisors IV, L.P., its general partner	 
	 	 	 
	By:	Apollo Accord Advisors IV GP, LLC, its general partner	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 	 
	APOLLO A-N CREDIT FUND (DELAWARE), L.P.
	 	 	 
	By:	Apollo A-N Credit Management, LLC, its investment manager
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt
	Title:    Vice President	 
	 	 	 
	APOLLO A-N CREDIT FUND (DELAWARE) L.P. - OVERFLOW 2
	 	 	 
	By:	Apollo A-N Credit Management, LLC, its investment manager	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 


 


[Signature Page to Plan Support Agreement]




     


     


    

	APOLLO ATLAS MASTER FUND, LLC
	 	 	 
	By:	Apollo Atlas Management, LLC, its investment manager	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 	 
	APOLLO CENTRE STREET PARTNERSHIP, L.P.	 
	 	 	 
	By:	Apollo Centre Street Management, LLC, its investment manager
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt
	Title:    Vice President
	 	 	 
	APOLLO CREDIT MASTER FUND LTD.	 
	 	 	 
	By:	Apollo ST Fund Management LLC, its investment manager	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt
	Title:    Vice President
	 	 	 
	APOLLO CREDIT STRATEGIES MASTER FUND LTD.
	 	 	 
	By:	Apollo ST Fund Management LLC, its investment manager	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 


 


[Signature Page to Plan Support Agreement] 




     


     


    

	APOLLO LINCOLN FIXED INCOME FUND, L.P.
	 	 	 
	By:	Apollo Lincoln Fixed Income Advisors (APO DC), L.P., its general partner	 
	 	 
	By:	Apollo Lincoln Fixed Income Advisors (APO DC-GP), LLC, its general partner	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 
	APOLLO OASIS PARTNERS (FC), LLC	 
	 	 	 
	By:	Apollo Oasis Partners, L.P., its managing member	 
	 	 	 
	By:	Apollo Oasis Management, LLC, its investment manager	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 	 
	APOLLO PPF CREDIT STRATEGIES, LLC	 
	 	 	 
	By:	Apollo PPF Credit Strategies (Lux), SCSp, its member	 
	 	 	 
	By:	Apollo PPF Credit Strategies Management, LLC, its investment manager	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 	 
	APOLLO PPF OPPORTUNISTIC CREDIT PARTNERS LLC	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 


 


[Signature Page to Plan Support Agreement] 




     


     


    

	APOLLO SENIOR FLOATING RATE FUND INC.	 
	 	 
	By:	Apollo Credit Management, LLC, its investment manager	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 
	APOLLO TACTICAL INCOME FUND INC.	 
	 	 	 
	By:	 Apollo Credit Management, LLC, its investment manager	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 	 
	APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P.	 
	 	 	 
	By:	Apollo Tactical Value SPN Advisors (APO DC), L.P., its general partner	 
	 	 	 
	By:	Apollo Tactical Value SPN Capital Management (APO DC-GP), LLC, its general partner	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 	 
	APOLLO TR OPPORTUNISTIC LTD. 	 
	 	 	 
	By:	 Apollo Total Return Enhanced Management LLC, its investment manager	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 


 


[Signature Page to Plan Support Agreement] 




     


     


    

	APOLLO MANAGEMENT INTERNATIONAL LLP,
	as advisor on behalf of MERCER QIF FUND PLC, 

acting solely in respect of its sub-fund, MERCER
	MULTI-ASSET CREDIT FUND
	 
	By:	AMI (Holdings), LLC, its member	 
	 	 	 
	By	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 
	MPI (LONDON) LIMITED	 
	 	 	 
	By:	Apollo TRF MP Management, LLC, its investment manager
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 
	APOLLO ACCORD MASTER FUND III B, L.P.	 
	 	 
	By:	Apollo Accord Advisors III B, L.P, its general partner	 
	 	 	 
	By:	 Apollo Accord Advisors GP III B, L.P., its general partner	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 
	 	 	 
	APOLLO MANAGEMENT INTERNATIONAL LLP,

 as investment manager on behalf of SHCLUMBERGER
	COMMON INVESTMENT FUND, acting as trustee for 

SCHLUMBERGER UK COMMON INVESTMENT FUND
	 
	By:	AMI (Holdings), LLC, its member	 
	 	 	 
	By:	/s/ Joseph D. Glatt	 
	Name:  Joseph D. Glatt	 
	Title:    Vice President	 


 


[Signature Page
to Plan Support Agreement] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

	 	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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

	 	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
	 	 
	 	By:	/s/  Steven Tesoriere
	 	Name:  Steven Tesoriere
	 	Title:    Managing Director


 


[Signature Page] 




     


     


    

	 	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
	 	 
	 	By:	/s/ Jordan Mikes
	 	Name:  Jordan Mikes
	 	Title:    Authorized Signatory


 


[Signature Page] 




     


     


    

	 	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
	 	 
	 	By:	/s/ Jordan Mikes
	 	Name:  Jordan Mikes
	 	Title:    Authorized Signatory


 


[Signature Page] 




     


     


    

	 	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


 


[Signature Page] 




     


     


    

	 	Oaktree Value Equity Holding, 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 Management,  L.P.
	 	Its:	Director
	 	 	 
	 	By:	/s/ Peter Boos
	 	Name:  Peter Boos 
	 	Title:    Vice President
	 	 
	 	By:	/s/ Henry Orren
	 	Name:  Henry Orren
	 	Title:    Senior Vice President


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

	 	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


 


[Signature Page] 




     


     


    

	 	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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

	 	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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

	 	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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    

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


 


[Signature Page] 




     


     


    


	 	Accepted and agreed:
	 	 
	 	HEIN PARK CAPITAL MANAGEMENT LP,

on behalf of certain funds it manages 
	 	 	 
	 	By:	/s/ Jay Schoenfarber
	 	Name:  Jay Schoenfarber
	 	Title:    General Counsel
	 	Date:    May 1, 2021


 


[Signature Page to Plan Support Agreement]



     


     


    















 


Exhibit A


 


Form of Committee Joinder


 


Pursuant to this joinder agreement
(the “Committee Joinder”), the undersigned official committee of unsecured
creditors appointed in the Chapter 11 Cases (the “Committee”) acknowledges that it has read and understands
the Plan Support Agreement (the “Agreement”), dated as of May 12, 2021, by and among (i) The Hertz Corporation
(“Hertz”), a corporation incorporated in the State of Delaware, and its affiliated debtors and debtors-in-possession
(collectively with Hertz, the “Company” or the “Debtors”) in the Chapter 11 Cases
(as defined below) pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);
(ii)(a) one or more funds associated with Knighthead Capital Management, LLC (“Knighthead”), (b) one or more
funds associated with Certares Opportunities LLC (“Certares”), and (c) 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, or managed by it or its
affiliates (“Apollo” and, together with Knighthead and Certares, the “PE Sponsors”);
(iii) the Parties thereto in their capacity as owners and/or beneficial owners1
(or managers or advisors of funds or accounts that are beneficial owners) of Interests in Hertz Global Holdings, Inc. (“Hertz
Parent”) or that have otherwise provided backstop and/or investment commitments under the EPCA (the “Consenting
Investors” and, together with the PE Sponsors, the “Plan Sponsors”); (iv) the official committee
of unsecured creditors appointed in the Chapter 11 Cases (the “Committee”) upon
executing this Committee Joinder; and (v) any additional owners or beneficial owners of Claims against or Interests in any of the
Debtors (the “Additional Consenting Stakeholders”) that execute a Consenting
Stakeholder Joinder. Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.


 


1.                 
Agreement to be Bound. The Committee hereby agrees to be bound by all of the terms of the Agreement (as the same has been
or may be hereafter amended, restated, or otherwise modified from time to time in accordance with the provisions thereof). The Committee
shall hereafter be deemed to be a Party for all purposes under the Agreement.


 


2.                 Representations
and Warranties. The Committee hereby represents and warrants to each other Party to the Agreement that, as of the date hereof, the
Committee makes, as of the date hereof, the representations and warranties set forth in Section 7 of the Agreement to each other
Party, replacing each reference therein to the Agreement with references to this Committee Joinder.


 


3.                 References
to Agreement. All references to the “Agreement” or to “Plan Support Agreement” in the Plan Support Agreement
(including, for the avoidance of doubt, in this Committee Joinder) shall be deemed to refer to the Plan Support Agreement as amended
and supplemented by this Committee Joinder.


 


4.                 Effectiveness.
This Committee Joinder shall be effective on the date upon which the Committee shall have executed and delivered the signature page of
this Joinder to counsel to each of the Debtors and the Plan Sponsors (the “Joinder Effective Date”). For purposes
of the Agreement, the Joinder Effective Date shall be deemed the Committee Effective Date.


 





 



1              As used herein, the term “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 against or Interests in any of the Debtors or the rights to acquire
such Claims or Interests.


 






     


     


    

 


5.                 Governing
Law. This Committee Joinder shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by,
the laws of the State of New York, without giving effect to the conflicts of law principles thereof. Each Party hereto agrees that it
shall bring any action or proceeding in respect of any claim arising out of or related to this Committee Joinder in the Bankruptcy Court
and, to the extent the Bankruptcy Court is determined to not have jurisdiction, in the United States District Court for the Southern
District of New York or any New York State court located in New York County (the “Chosen Courts”), and solely
in connection with claims arising under this Committee Joinder: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts;
(b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts; and (c) waives any objection that the
Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto.


 


6.                 
Notice. All notices and other communications given or made pursuant to the Agreement shall be sent to the Committee at:


 


Kramer Levin Naftalis & Frankel LLP


1177 Sixth Avenue


New York, NY 10036


Attention: Amy Caton


                   Thomas Moers Mayer


                   Alice Byowitz


Email: acaton@kramerlevin.com


tmayer@kramerlevin.com


abyowitz@kramerlevin.com


 






     


     


    

 


IN WITNESS WHEREOF, the Committee
has caused this Committee Joinder to be executed as of the date first written above.


 


	 	 
	 	OFFICIAL
                                            COMMITTEE OF UNSECURED

                                                                CREDITORS
                                            IN IN RE THE HERTZ CORPORATION, ET AL.,

                                                                CASE
                                            NO. 20-11218 (MFW) (BANKR. D. DEL.)

	 	 
	 	By:	 
	 	Name:
	 	Title:	Counsel to the Official Committee of Unsecured Creditors






 






     


     


    

 


Exhibit B






Form of Consenting Stakeholder Joinder


 


Pursuant to this joinder agreement
(the “Consenting Stakeholder Joinder”), the undersigned holder of Claims against any of the Debtors (the “Joining
Party”) acknowledges that it has read and understands the Plan Support Agreement (the “Agreement”),
dated as of May 12, 2021, by and among (i) The Hertz Corporation (“Hertz”), a corporation incorporated in the
State of Delaware, and its affiliated debtors and debtors-in-possession (collectively with Hertz, the “Company”
or the “Debtors”) in the Chapter 11 Cases (as defined below) pending in the United States Bankruptcy Court for
the District of Delaware (the “Bankruptcy Court”); (ii)(a) one or more funds associated with Knighthead Capital
Management, LLC (“Knighthead”), (b) one or more funds associated with Certares Opportunities LLC (“Certares”),
and (c) 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, or managed by it or its affiliates (“Apollo” and, together with Knighthead and Certares,
the “PE Sponsors”); (iii) the Parties thereto in their capacity as owners and/or beneficial owners2
(or managers or advisors of funds or accounts that are beneficial owners) of Interests in Hertz Global Holdings, Inc. (“Hertz
Parent”) or that have otherwise provided backstop and/or investment commitments under the EPCA (the “Consenting
Investors” and, together with the PE Sponsors, the “Plan Sponsors”); (iv) the official committee
of unsecured creditors appointed in the Chapter 11 Cases (the “Committee”); and (v) any additional owners or
beneficial owners of Claims against or Interests in any of the Debtors (the “Additional Consenting Stakeholders”)
that execute this Consenting Stakeholder Joinder.
Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.


 


1.                 
Agreement to be Bound. The undersigned Additional Consenting Stakeholder (the “Joining Party”)
hereby agrees to be bound by all of the terms of the Agreement (as the same has been or may be hereafter amended, restated, or otherwise
modified from time to time in accordance with the provisions thereof). The Joining Party shall hereafter be deemed to be a Party for all
purposes under the Agreement.


 


2.                 
Representations and Warranties. The Joining Party hereby represents and warrants to each other Party to the Agreement that,
as of the date hereof, such Joining Party (a) is the legal or beneficial holder of, and has all necessary authority (including authority
to bind any other legal or beneficial holder) with respect to, the Claims against any of the Debtors identified below its name on the
signature page hereof, and (b) makes, as of the date hereof, the representations and warranties set forth in Section 7 of
the Agreement to each other Party.


 


3.                  Governing
Law. This Consenting Stakeholder Joinder shall be construed and enforced in accordance with, and the rights of the Parties shall
be governed by, the laws of the State of New York, without giving effect to the conflicts of law principles thereof. Each Party
hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Consenting
Stakeholder Joinder in the Bankruptcy Court and, to the extent the Bankruptcy Court is determined to not have jurisdiction, in the
United States District Court for the Southern District of New York or any New York State court located in New York County (the
 “Chosen Courts”), and solely in connection with claims arising under this Consenting Stakeholder Joinder:
(a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts; (b) waives any objection to laying venue in any such
action or proceeding in the Chosen Courts; and (c) waives any objection that the Chosen Courts are an inconvenient forum or do not
have jurisdiction over any Party hereto.


 





 



2
               As used herein, the term “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 against or Interests in any of the Debtors or the rights to acquire such Claims or Interests.


 






    B-1 


     


    

 


4.                 
Notice. All notices and other communications given or made pursuant to the Agreement shall be sent to:


 


To the Joining Party at:


 


[JOINING PARTY]


[ADDRESS]


Attn:


Facsimile:


EMAIL:


 






    B-2 


     


    

 


IN WITNESS WHEREOF, the Joining
Party has caused this Consenting Stakeholder Joinder to be executed as of the date first written above.


 


	 	[Consenting Stakeholder]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Claims (principal amount):




 






     


     


    

 


Exhibit C


 


Plan


 






     


     


    

 


SOLICITATION VERSION


 


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


 


	In re

     

    The Hertz Corporation, et al.,1

     

    Debtors.
	Chapter 11

     

    Case No. 20-11218 (MFW)

     

    (Jointly Administered)



 


FIRST MODIFIED THIRD AMENDED JOINT CHAPTER
11 PLAN OF

REORGANIZATION OF THE HERTZ CORPORATION AND ITS DEBTOR AFFILIATES


 


	WHITE & CASE LLP

    Thomas E Lauria (admitted pro hac vice)

    Matthew C. Brown (admitted pro hac vice)

    200 South Biscayne Boulevard, Suite 4900

    Miami, FL 33131

    Telephone: (305) 371-2700

     

    J. Christopher Shore (admitted pro hac vice)

    David M. Turetsky (admitted pro hac vice)

    Andrew T. Zatz (admitted pro hac vice)

    Andrea Amulic (admitted pro hac vice)

    1221 Avenue of the Americas

    New York, NY 10020

    Telephone: (212) 819-8200

     

    Jason N. Zakia (admitted pro hac vice)

    111 South Wacker Drive

    Chicago, IL 60606

    Telephone: (312) 881-5400

     

    Roberto J. Kampfner (admitted pro hac vice)

    Ronald K. Gorsich (admitted pro hac vice)

    Aaron Colodny (admitted pro hac vice)

    Andrew Mackintosh (admitted pro hac vice)

    Doah Kim (admitted pro hac vice)

    555 South Flower Street, Suite 2700

    Los Angeles, CA 90071

    Telephone: (213) 620-7700

    Attorneys for the Debtors

    and Debtors in Possession
	RICHARDS, LAYTON & FINGER, P.A.

    Mark D. Collins (No. 2981)

    John H. Knight (No. 3848)

    Brett M. Haywood (No. 6166)

    Christopher M. De Lillo (No. 6355)

    J. Zach Noble (No. 6689)

    One Rodney Square

    910 N. King Street

    Wilmington, DE 19801

    Telephone: (302) 651-7700

     

     



 


Dated: May 14, 2021



 


 






1 The last four digits of The Hertz Corporation’s
tax identification number are 8568.  The location of the debtors’ service address is 8501 Williams Road, Estero, FL 33928. 
Due to the large number of debtors in these chapter 11 cases, which are jointly administered for procedural purposes only, a complete
list of the debtors and the last four digits of their federal tax identification numbers is not provided herein.  A complete list
of such information may be obtained on the website of the debtors’ claims and noticing agent at https://restructuring.primeclerk.com/hertz.


 






    


     


    

 


TABLE OF CONTENTS


 


Page





	Article I.
    DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW	 	1







		A.	Defined
                                            Terms	1






		B.	Rules of
                                            Interpretation	 34






		C.	Computation
                                            of Time	 34






		D.	Governing
                                            Law	 35






		E.	Consultation, Information,
                                            Notice, and Consent Rights	 35






		F.	Reference
                                            to Monetary Figures	 35






		G.	Reference
                                            to the Debtors or the Reorganized Debtors	 35






		H.	Controlling
                                            Document	 35



 


	Article II.
    ADMINISTRATIVE CLAIMS AND PRIORITY CLAIMS	 	36







		A.	Administrative
                                            Claims	 36






		B.	DIP
                                            Claims	 37






		C.	HVF
                                            Master Lease Administrative Claims	 37






		D.	Postpetition
                                            Fleet Financing Administrative Claims	 38






		E.	Professional
                                            Fee Claims	 38






		F.	Priority
                                            Tax Claims	 39



 


	Article III.
    CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS	 	39







		A.	Summary
                                            of Classification	 39






		B.	Treatment
                                            of Claims and Interests	 41






		C.	Special
                                            Provision Governing Unimpaired Claims	 46






		D.	Confirmation
                                            Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code	 47






		E.	Elimination
                                            of Vacant Classes	 47






		F.	Separate
                                            Classification of Other Secured Claims	 47






		G.	Voting
                                            Classes; Presumed Acceptance by Non-Voting Classes	 47






		H.	Controversy
                                            Concerning Impairment	 47



 


	Article IV.
    MEANS FOR IMPLEMENTATION OF THE PLAN	 	47







		A.	No
                                            Substantive Consolidation	 47






		B.	Restructuring
                                            Transactions; Effectuating Documents	 48






		C.	Sources
                                            of Consideration for Plan Distributions	 48






		D.	New
                                            Money Investment	 48






		E.	Issuance
                                            and Distribution of Reorganized Hertz Parent Common Interests and Preferred Stock	 50






		F.	New
                                            Reorganized Corporate Debt	 50






		G.	Replacement
                                            of First Lien Letters of Credit	 51






		H.	HVF
                                            II and Interim Fleet Financing Settlement	 51






		I.	HVF
                                            III Fleet Financing	 53






		J.	Intercompany
                                            Claim Settlement	 53






		K.	HHN
                                            Restructuring	 53






		L.	New
                                            Registration Rights Agreement	 53






		M.	International
                                            Vehicle Financing Claims	 54






		N.	Corporate
                                            Existence	 54






		O.	Vesting
                                            of Assets in the Reorganized Debtors	 54






		P.	Cancellation
                                            of Existing Securities	 55






		Q.	Corporate
                                            Action	 57






		R.	New
                                            Organizational Documents	 57






		S.	Reorganized
                                            Hertz Parent and Reorganized Hertz Corp. Board	 57






		T.	Exemption
                                            from Certain Taxes and Fees	 58






		U.	Preservation
                                            of Causes of Action	 58






		V.	Insurance
                                            Policies and Surety Bonds	 59






		W.	Management
                                            Equity Incentive Plan	 60



 






    ii


     


    

 


		X.	Employee
                                            Obligations	 61






		Y.	Workers’
                                            Compensation Programs	 62






		Z.	Collective
                                            Bargaining Agreements	 62






		AA.	Plan
                                            Support Agreement and Equity Purchase Agreement	 62



 


	Article V.
    TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES	 	63







		A.	Assumption
                                            and Rejection of Executory Contracts and Unexpired Leases	 63






		B.	Claims
                                            Based on Rejection of Executory Contracts or Unexpired Leases	 64






		C.	Cure
                                            of Defaults for Assumed Executory Contracts and Unexpired Leases	 64






		D.	Assumption
                                            Dispute Resolution	 65






		E.	Indemnification
                                            Obligations	 66






		F.	Contracts
                                            and Leases Entered into After the Petition Date	 66






		G.	Modifications,
                                            Amendments, Supplements, Restatements, or Other Agreements	 66






		H.	Reservation
                                            of Rights	 66






		I.	Nonoccurrence
                                            of Effective Date; Bankruptcy Code Section 365(d)(4)	 67



 


	Article VI.
    PROVISIONS GOVERNING DISTRIBUTIONS	 	67







		A.	Timing
                                            and Calculation of Amounts to Be Distributed	 67






		B.	Special
                                            Rules for Distributions to Holders of Disputed Claims and Interests	 67






		C.	Rights
                                            and Powers of Distribution Agent	 67






		D.	Delivery
                                            of Distributions and Undeliverable or Unclaimed Distributions	 68






		E.	Securities
                                            Registration Exemption	 72






		F.	Compliance
                                            with Tax Requirements	 73






		G.	Allocations	 74






		H.	No
                                            Postpetition or Default Interest on Claims	 74






		I.	Setoffs
                                            and Recoupment	 74






		J.	Claims
                                            Paid or Payable by Third Parties	 74



 


	Article VII.
    PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS	 	76







		A.	Allowance
                                            of Claims	 76






		B.	Claims
                                            and Interests Administration Responsibilities	 76






		C.	ADR
                                            Procedures	 77






		D.	Estimation
                                            of Claims	 77






		E.	Adjustment
                                            to Claims Register Without Objection	 77






		F.	Time
                                            to File Objections to Claims	 78






		G.	Disallowance
                                            of Claims	 78






		H.	Amendments
                                            to Proofs of Claim	 78






		I.	Reimbursement
                                            or Contribution	 78






		J.	No
                                            Distributions Pending Allowance	 79






		K.	Distributions
                                            After Allowance	 79






		L.	Single
                                            Satisfaction of Claims	 79



 


	Article VIII.
    SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS	 	79







		A.	Compromise
                                            and Settlement of Claims, Interests, and Controversies	 79






		B.	Discharge
                                            of Claims and Termination of Interests	 80






		C.	Releases
                                            by the Debtors	 80






		D.	Releases
                                            by Holders of Claims and Interests	 81






		E.	Exculpation	 81






		F.	Injunction	 82






		G.	Subordination
                                            Rights	 83






		H.	Release
                                            of Liens	 83



 


	Article IX.
    CONDITIONS PRECEDENT TO CONSUMMATION OF THE PLAN	 	83







		A.	Conditions
                                            Precedent to the Effective Date	 83






		B.	Waiver
                                            of Conditions	 85






		C.	Substantial
                                            Consummation	 85






		D.	Committee
                                            Complaint	 85






		E.	Bifurcation
                                            Motion	 85






		F.	Effect
                                            of Non-Occurrence of Conditions to the Effective Date	 85



 






    iii


     


    

 


	Article X.
    MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN	 	86







		A.	Modification
                                            and Amendments	 86






		B.	Effect
                                            of Confirmation on Modifications	 86






		C.	Effect
                                            of Confirmation	 86






		D.	Revocation
                                            or Withdrawal of the Plan	 86



 


	Article XI.
    RETENTION OF JURISDICTION	 	87




 


	Article XII.
    MISCELLANEOUS PROVISIONS	 	89







		A.	Immediate
                                            Binding Effect	 89






		B.	Additional
                                            Documents	 89






		C.	Payment
                                            of Statutory Fees	 89






		D.	Reservation
                                            of Rights	 89






		E.	Transaction
                                            Expenses	 90






		F.	Successors
                                            and Assigns	 90






		G.	Service
                                            of Documents	 90






		H.	Term
                                            of Injunctions or Stays	 91






		I.	Entire
                                            Agreement	 92






		J.	Nonseverability
                                            of Plan Provisions	 92






		K.	Dissolution
                                            of Committee	 92






		L.	Expedited
                                            Tax Determination	 92



 


EXHIBITS


 


	New Warrant Term Sheet	Exhibit A




 






    iv


     


    

 


INTRODUCTION


 


The Hertz Corporation and
its Debtor Affiliates hereby propose this First Modified Third Amended Joint Plan of Reorganization. Capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Bankruptcy Code. Holders of Claims and
Interests may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations,
historical financial information, and projections of future operations, as well as a summary and description of the Plan. The Debtors
are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. Although proposed jointly for administrative
purposes, the Plan shall apply as a separate Plan for each of the Debtors, and the classification of Claims and Interests set forth herein
shall apply separately to each of the Debtors.


 


ALL HOLDERS OF CLAIMS and
Interests ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING
TO ACCEPT OR REJECT THE PLAN. SUBJECT TO CERTAIN RESTRICTIONS AND REQUIREMENTS SET FORTH IN SECTION 1127 OF THE BANKRUPTCY CODE,
RULE 3019 OF THE BANKRUPTCY RULES, AND ARTICLE X OF THE PLAN, THE DEBTORS RESERVE THE RIGHT TO ALTER, AMEND, MODIFY, SUPPLEMENT,
REVOKE, OR WITHDRAW THE PLAN PRIOR TO ITS CONSUMMATION.


 


Article I.

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME, AND GOVERNING LAW


 


		A.	Defined
                                            Terms



 


As used in this Plan, capitalized
terms have the meanings set forth below.


 


1.            “2020
EIP Order” means the Order Authorizing and Approving the Debtors Employee Incentive Plan [Docket No. 1560].


 


2.            “2021
KEIP/EIP Order” means the Order Authorizing and Approving the Debtors’ (i) 2021 Key Employee Incentive Plan and
(ii) 2021 Employee Incentive Plan [Docket No. 2793].


 


3.            “5.500%
Unsecured Noteholders” means the Holders of the 5.500% Unsecured Notes from time to time, in their capacity as such.


 


4.            “5.500%
Unsecured Notes” means the 5.500% senior notes due 2024 issued pursuant to the 5.500% Unsecured Notes Indenture.


 


5.            “5.500%
Unsecured Notes Claims” means all Claims against any Debtor arising from or based upon the 5.500% Unsecured Notes or any other
5.500% Unsecured Notes Document, including all accrued but unpaid interest, costs, fees, and indemnities, which principal outstanding
amount as of the Petition Date was in the aggregate amount equal to $800,000,000.00.


 


6.            “5.500%
Unsecured Notes Documents” means, collectively, the 5.500% Unsecured Notes Indenture, the 5.500% Unsecured Notes, and all related
agreements and documents executed by any of the Debtors in connection with the 5.500% Unsecured Notes.


 


7.            “5.500%
Unsecured Notes Indenture” means that certain indenture (as the same may have been amended, modified, or supplemented from
time to time), dated as of September 22, 2016, for the 5.500% Unsecured Notes by and among Hertz Corp., as the issuer, the Subsidiary
Guarantors, as guarantors, and the 5.500% Unsecured Notes Trustee.


 






    1


     


    

 


8.            “5.500%
Unsecured Notes Trustee” means Wells Fargo Bank, N.A., in its capacity as trustee under the 5.500% Unsecured Notes Indenture,
including any successor thereto.


 


9.            “6.000%
Unsecured Noteholders” means Holders of the 6.000% Unsecured Notes from time to time, in their capacity as such.


 


10.            “6.000%
Unsecured Notes” means the 6.000% senior notes due 2028 issued pursuant to the 6.000% Unsecured Notes Indenture.


 


11.            “6.000%
Unsecured Notes Claims” means all Claims against any Debtor arising from or based upon the 6.000% Unsecured Notes or any other
6.000% Unsecured Notes Document, including all accrued but unpaid interest, costs, fees, and indemnities, which principal outstanding
amount as of the Petition Date was in the aggregate amount equal to $900,000,000.00.


 


12.            “6.000%
Unsecured Notes Documents” means, collectively, the 6.000% Unsecured Notes Indenture, the 6.000% Unsecured Notes, and all related
agreements and documents executed by any of the Debtors in connection with the 6.000% Unsecured Notes.


 


13.            “6.000%
Unsecured Notes Indenture” means that certain indenture (as the same may have been amended, modified, or supplemented from
time to time), dated as of November 25, 2019, for the 6.000% Unsecured Notes by and among Hertz Corp., as the issuer, the Subsidiary
Guarantors, as guarantors, and the 6.000% Unsecured Notes Trustee.


 


14.            “6.000%
Unsecured Notes Trustee” means Wells Fargo Bank, N.A., in its capacity as trustee under the 6.000% Unsecured Notes Indenture,
including any successor thereto.


 


15.            “6.250%
Unsecured Noteholders” means Holders of the 6.250% Unsecured Notes from time to time, in their capacity as such.


 


16.            “6.250%
Unsecured Notes” means the 6.250% senior notes due 2022 issued pursuant to the 6.250% Unsecured Notes Indenture.


 


17.            “6.250%
Unsecured Notes Claims” means all Claims against any Debtor arising from or based upon the 6.250% Unsecured Notes or any other
6.250% Unsecured Notes Document, including all accrued but unpaid interest, costs, fees, and indemnities, which principal outstanding
amount as of the Petition Date was in the aggregate equal to $500,000,000.00.


 


18.            “6.250%
Unsecured Notes Documents” means, collectively, the 6.250% Unsecured Notes Indenture, the 6.250% Unsecured Notes, and all related
agreements and documents executed by any of the Debtors in connection with the 6.250% Unsecured Notes.


 


19.            “6.250%
Unsecured Notes Indenture” means that certain indenture (as the same may have been amended, modified, or supplemented from
time to time), dated as of October 16, 2012, for the 6.250% Unsecured Notes by and among Hertz Corp., as the issuer, the Subsidiary
Guarantors, as guarantors, and the 6.250% Unsecured Notes Trustee.


 


20.            “6.250%
Unsecured Notes Trustee” means Wells Fargo Bank, N.A., in its capacity as trustee under the 6.250% Unsecured Notes Indenture,
including any successor thereto.


 






    2


     


    

 


21.            “7.000%
Unsecured Promissory Noteholders” means Holders of the 7.000% Unsecured Promissory Notes from time to time, in their capacity
as such.


 


22.            “7.000%
Unsecured Promissory Notes” means the 7.000% senior notes due 2028 issued pursuant to the 7.000% Unsecured Promissory Notes
Indenture.


 


23.            “7.000%
Unsecured Promissory Notes Claims” means all Claims against any Debtor arising from or based upon the 7.000% Unsecured Promissory
Notes or any other 7.000% Unsecured Promissory Notes Document, including all accrued but unpaid interest, costs, fees, and indemnities,
which principal outstanding amount as of the Petition Date was in the aggregate amount equal to $28,274,393.81.


 


24.            “7.000%
Unsecured Promissory Notes Documents” means, collectively, the 7.000% Unsecured Promissory Notes Indenture, the 7.000% Unsecured
Promissory Notes, and all related agreements and documents executed by any of the Debtors in connection with the 7.000% Unsecured Promissory
Notes.


 


25.            “7.000%
Unsecured Promissory Notes Indenture” means that certain indenture (as the same may have been amended, modified, or supplemented
from time to time), dated as of December 1, 1994, for the 7.000% Unsecured Promissory Notes by and among Hertz Corp., as the issuer,
the Subsidiary Guarantors, as guarantors, and the 7.000% Unsecured Promissory Notes Trustee.


 


26.            “7.000%
Unsecured Promissory Notes Trustee” means U.S. Bank National Association, in its capacity as trustee under the 7.000% Unsecured
Notes Indenture, including any successor thereto.


 


27.            “7.000%
Unsecured Promissory Notes Trustee’s Fees” means, collectively, to the extent not previously paid in connection with
the Chapter 11 Cases, the reasonable and documented fees, costs, and expenses (including, without limitation, legal fees) incurred by
the 7.000% Unsecured Promissory Notes Trustee that are required to be paid under the 7.000% Unsecured Promissory Notes Documents.


 


28.            “7.125%
Unsecured Noteholders” means Holders of the 7.125% Unsecured Notes from time to time, in their capacity as such.


 


29.            “7.125%
Unsecured Notes” means the 7.125% senior notes due 2026 issued pursuant to the 7.125% Unsecured Notes Indenture.


 


30.            “7.125%
Unsecured Notes Claims” means all Claims against any Debtor arising from or based upon the 7.125% Unsecured Notes or any other
7.125% Unsecured Notes Document, including all accrued but unpaid interest, costs, fees, and indemnities, which principal outstanding
amount as of the Petition Date was in the aggregate amount equal to $500,000,000.00.


 


31.            “7.125%
Unsecured Notes Documents” means, collectively, the 7.125% Unsecured Notes Indenture, the 7.125% Unsecured Notes, and all related
agreements and documents executed by any of the Debtors in connection with the 7.125% Unsecured Notes.


 


32.            “7.125%
Unsecured Notes Indenture” means that certain indenture (as the same may have been amended, modified, or supplemented from
time to time), dated as of August 1, 2019, for the 7.125% Unsecured Notes by and among Hertz Corp., as the issuer, the Subsidiary
Guarantors, as guarantors, and the 7.125% Unsecured Notes Trustee.


 


33.            “7.125%
Unsecured Notes Trustee” means Wells Fargo Bank, N.A., in its capacity as trustee under the 7.125% Unsecured Notes Indenture,
including any successor thereto.


 






    3


     


    

 


34.            “ABS
Released Parties” shall have the meaning ascribed to such term the Second Interim HVF Master Lease Settlement Order.


 


35.            “Ad
Hoc Equity Committee” means the ad hoc group of certain shareholders, in its capacity as such, represented by Glenn Agre Bergman &
Fuentes LLP identified in the Amended Verified Statement of Glenn Agre Bergman & Fuentes LLP Pursuant to Bankruptcy Rule 2019
[Docket No. 4078].


 


36.            “Administrative
Claim” means a Claim against any of the Debtors for costs and expenses of administration of the Debtors’ Estates pursuant
to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including (i) the actual and necessary costs and
expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the
Debtors, including wages, salaries, or commissions for services rendered after the Petition Date; (ii) Professional Fee Claims;
(iii) Substantial Contribution Claims; (iv) fees and charges payable to the U.S. Trustee pursuant to Section 1930 of the
Judicial Code; (v) postpetition Intercompany Claims, (vi) DIP Claims, (vii) HVF Master Lease Administrative Claims; (viii) Canadian
Fleet Financing Administrative Claims; and (ix) Interim Fleet Financing Administrative Claims.


 


37.            “Administrative
Claims Bar Date” means the first Business Day that is thirty (30) days following the Effective Date, except as specifically
set forth in the Plan or a Final Order, including the Claims Bar Date Order.


 


38.            “Administrative
Claims Objection Deadline” means the first Business Day that is one-hundred and eighty (180) days after the Effective Date;
provided that such date may be extended by the Bankruptcy Court at the Reorganized Debtors’ request.


 


39.            “ADR
Procedures” means the alternative dispute resolution procedures as amended, supplemented, or modified from time to time and
filed in connection with the Plan Supplement. For the avoidance of doubt, such procedures shall not apply to any dispute involving the
Plan Sponsors, if any, and shall be in form and substance reasonably acceptable to the Plan Sponsors in good faith. For the avoidance
of doubt, prior to the Effective Date, ADR Procedures refers to those procedures approved by the Bankruptcy Court on April 13, 2021
[Docket No. 3835] and after the Effective Date, the ADR Procedures in the Plan Supplement.


 


40.            “Affiliate”
means, with respect to any Entity, all Entities that would fall within the definition assigned to such term in section 101(2) of
the Bankruptcy Code as if such Entity was a debtor in a case under the Bankruptcy Code.


 






    4


     


    

 


41.            “Allowed”
means, with respect to any Claim or Interest, except as otherwise provided herein, such Claim or Interest (or any portion thereof) that
is not Disallowed and (i) with respect to which no objection to the allowance thereof or request for estimation has been Filed or
such Claim or Interest has not been designated for participation in the ADR Procedures on or before the Claims Objection Deadline, Administrative
Claims Objection Deadline, or the expiration of such other applicable period fixed by the Bankruptcy Court, (ii) that has been expressly
Allowed under the Plan, any stipulation approved by the Bankruptcy Court, or a Final Order of the Bankruptcy Court; (iii) is both
not Disputed and either (a) evidenced by a Proof of Claim timely Filed in accordance with the Claims Bar Date Order (or for which
Claim under the Plan, the Bankruptcy Code, or a Final Order of the Bankruptcy Court a Proof of Claim is not or shall not be required
to be Filed) or (b) listed in the Schedules as not contingent, not unliquidated, and not disputed, and for which no Proof of Claim
has been timely Filed; (iv) is allowed by a Final Order, or (v) is compromised, settled, or otherwise resolved to by (a) the
Debtors and (b) the holder of such Claim or Interest; provided, that, except as otherwise expressly provided herein,
the amount of any Allowed Claim or Allowed Interest shall be determined in accordance with the Bankruptcy Code, including sections 502(b),
503(b) and 506 of the Bankruptcy Code. Except as otherwise expressly specified in the Plan (including with respect to First Lien
Claims and Second Lien Note Claims) or any Final Order, and except to the extent such interest is Allowed pursuant to section 506(b) of
the Bankruptcy Code, the amount of an Allowed Claim shall not include interest or any premium on such Claim from and after the Petition
Date. For purposes of determining the amount of an Allowed Claim, there shall be deducted therefrom an amount equal to the amount of
any Claim that the Debtors may hold against the holder thereof, to the extent such Claim may be offset, recouped, or otherwise reduced
under applicable law. Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or Disputed, and for
which no Proof of Claim or Interest is or has been timely Filed, is not considered Allowed and shall be expunged without further action
by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court. Notwithstanding anything
to the contrary herein, no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and
until such Entity pays in full the amount that it owes. For the avoidance of doubt, a Proof of Claim Filed after the Claims Bar Date
shall not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-Filed Claim. “Allow,” “Allowance,”
and “Allowing” shall have correlative meanings.


 


42.            “ALOC
Credit Agreement” means that certain Credit Agreement (as the same may have been amended, modified, supplemented, or amended
and restated from time to time), dated as of December 13, 2019, by and among Hertz Corp., the lenders party thereto, and Goldman
Sachs Mortgage Company, as administrative agent and issuing lender, as may be amended, modified, or amended and restated from time to
time.


 


43.            “ALOC
Facility” means the letter of credit facility provided pursuant to the ALOC Credit Agreement.


 


44.            “ALOC
Facility Agent” means Goldman Sachs Mortgage Company solely in its capacity as administrative agent for the ALOC Facility.


 


45.            “ALOC
Facility Claims” means all Claims against any Debtor arising from or based upon letters of credit issued pursuant to the ALOC
Credit Agreement or any other ALOC Facility Documents, including accrued but unpaid interest, costs, fees, and indemnities.


 


46.            “ALOC
Facility Documents” means the ALOC Credit Agreement and all related agreements and documents executed by any of the Debtors
in connection with the ALOC Facility.


 


47.            “Amarillo”
means CK Amarillo LP.


 


48.            “Apollo”
means 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.


 


49.            “Assumed
Executory Contracts and Unexpired Leases Schedule” means the schedule of Executory Contracts and/or Unexpired Leases filed
as part of the Plan Supplement, which shall be in form and substance acceptable to the Plan Sponsors in good faith, as may be amended,
modified, or supplemented by the Debtors from time to time, that will be assumed by the Reorganized Debtors pursuant to the Plan; provided,
that the Assumed Executory Contracts and Unexpired Leases Schedule does not need to include Executory Contracts and/or Unexpired
Leases that have been assumed pursuant to an order of the Bankruptcy Court entered prior to the Effective Date.


 






    5


     


    

 


50.            “Australian
ABS Restructuring Settlement” means the restructuring of the Australian Securitization Facility on terms and conditions reasonably
acceptable to the Debtors, the Plan Sponsors, Hertz Australia, the Australian Financing Entity, and the requisite consenting lenders
from time to time party to the Australian Securitization Facility Documents, which restructuring and settlement shall include the complete
release and disallowance of the Australian Performance Guarantee and any claims related thereto, including the Australian Performance
Guarantee Claim.


 


51.            “Australian
Financing Entity” means HA Fleet Pty Ltd (ACN 126 115 204).


 


52.            “Australian
Performance Guarantee” means the guarantee and indemnity granted by Hertz Corp. pursuant to that certain THC Guarantee and
Indemnity, dated as of July 12, 2016.


 


53.            “Australian
Performance Guarantee Claim” means any Claim against Hertz Corp. pursuant to the Australian Performance Guarantee.


 


54.            “Australian
Securitization Facility” means the fleet financing facility, dated December 7, 2010, between, among others, the Australian
Financing Entity and Citibank, N.A., as Administrative Agent, as amended, varied, amended and restated or extended from time to time,
including pursuant the Master Amendment and Restatement Deed dated as of July 12, 2016, entered into between, among others, the
Australian Financing Entity, Westpac Banking Corporation, and P.T. Limited, and as amended by the Amendment Deed dated as of September 23,
2019, entered into between, among others, the Australian Financing Entity, Westpac Banking Corporation and P.T. Limited.


 


55.            “Australian
Securitization Facility Documents” means all related agreements and documents executed by Hertz Corp., Hertz Australia, the
Australian Financing Entity, or any of its non-Debtor Affiliates in connection with the Australian Securitization Facility.


 


56.            “Avoidance
Actions” means any and all actual or potential Claims and Causes of Action to avoid a transfer of property or an obligation
incurred by the Debtors and any recovery, subordination, or other remedies that may be brought by or on behalf of the Debtors and their
Estates under the Bankruptcy Code or applicable non-bankruptcy law, including under sections 502, 544, 545, 547, 548, 549, 550, 551,
553(b) and 724(a) of the Bankruptcy Code, chapter 5 of the Bankruptcy Code, or applicable non-bankruptcy law.


 


57.            “Ballot”
means the form(s) distributed to holders of Claims entitled to vote on the Plan to indicate their acceptance or rejection of the
Plan and to make an election with respect to the releases by Holders of Claims and Interests provided by Article VIII.D.


 


58.            “Bankruptcy
Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as now in effect or as may be amended
hereafter and applicable to the Chapter 11 Cases.


 


59.            “Bankruptcy
Court” means (i) the United States Bankruptcy Court for the District of Delaware having jurisdiction over the Chapter
11 Cases; (ii) to the extent any reference made under section 157 of title 28 of the United States Code is withdrawn or the Bankruptcy
Court is determined not to have authority to enter a Final Order on an issue, the unit of such District Court having jurisdiction over
the Chapter 11 Cases under section 151 of title 28 of the United States Code; or (iii) such other court as may have jurisdiction
over the Chapter 11 Cases or any aspect thereof to the extent of such jurisdiction.


 


60.            “Bankruptcy
Rules” means the Federal Rules of Bankruptcy Procedure, as applicable to the Chapter 11 Cases, promulgated under section
2075 of the Judicial Code and the general, local, and chambers rules of the Bankruptcy Court, in each case, as amended from time
to time and applicable to the Chapter 11 Cases.


 






    6


     


    

 


61.            “Bifurcation
Motion” means the Debtors' Motion for Entry of an Order (I) Authorizing and Approving the Debtors’ Entry Into,
and Performance Under, European Settlement and Restructuring Embodied in Noteholder Lock-Up Agreement: (A) Settling Guarantee Claims,
(B) Allowing Replacement U.S. Unsecured Claims, (C) Providing for the Issuance of Non-Contingent Debt Instrument, (D) Authorizing
Sale of Replacement U.S. Unsecured Claims Pursuant to Sale Procedures, Including Authorizing Hertz Global Holdings, Inc. to
Act as Agent to Market and Sell Such Claims and the Appointment of Moelis & Company LLC to Act as the Intermediary in Connection
Therewith, (E) Authorizing Hertz System Inc. to Enter Into or Amend Certain Intellectual Property and License and Sublicense Agreements,
and (F) Modifying Automatic Stay with Respect to European Noteholder Lock-Up Agreement and (II) Granting Related Relief
[Docket No. 2280].


 


62.            “BNY
Canada” means BNY Trust Company of Canada.


 


63.            “Bondholder
Subscription Rights” means the subscription rights distributed to Holders of Allowed Unsecured Funded Debt Claims to participate
in the Rights Offering solely to the extent the Rights Offering is not fully subscribed and funded by Holders of Existing Hertz Parent
Interests, offered in accordance with the Equity Commitment Agreement and the Rights Offering Procedures.


 


64.            “Business
Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)),
or a day on which banking institutions in New York, New York are authorized by law or other governmental action to close.


 


65.            “Canadian
Fleet Financing Administrative Claims” means any and all Administrative Claims arising under or related to the Canadian Fleet
Financing Debtor Documents.


 


66.            “Canadian
Fleet Financing Back-Up Agent Agreement” means that certain Back-Up Disposition Agent Agreement dated as of September 14,
2014, by and among Fiserv Automotive Solutions, Inc., Hertz Canada, DTAG Canada and the Canadian Trustee, as amended from time to
time.


 


67.            “Canadian
Fleet Financing Base Indenture” means that certain Base Indenture dated as of September 14, 2015 by and among TCL Funding,
as issuer, Hertz Canada and DTAG Canada, as co-servicers, HCVP, HC Limited, DTGC, as securitization entities, certain Committed Note
Purchasers, Certain Conduit Investors, Certain Funding Agents for the Investor Groups (each as defined therein) and BNY Canada, as trustee.


 


68.            “Canadian
Fleet Financing Debtor Documents” means the Canadian Fleet Financing Indenture, the Canadian Fleet Financing Servicing Agreement,
the Canadian Fleet Financing Back-Up Agent Agreement, the Canadian Fleet Financing Performance Guarantee, and any other agreements, instruments
and documents executed by the Debtors in connection therewith.


 


69.            “Canadian
Fleet Financing Documents” means the Canadian Fleet Financing Debtor Documents, the Canadian Fleet Financing Notes and any
other agreements, instruments and documents executed in connection therewith.


 


70.            “Canadian
Fleet Financing Facility” means the asset-backed securitization facility issued pursuant to the Canadian Fleet Financing Documents.


 


71.            “Canadian
Fleet Financing Indenture” means the Canadian Fleet Financing Base Indenture and the Canadian Fleet Financing Supplemental
Indenture.


 






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72.          “Canadian
Fleet Financing Notes” means the Series 2021-A Variable Funding Rental Car Asset Backed Notes issued under the Canadian
Fleet Financing Indenture.


 


73.         “Canadian
Fleet Financing Performance Guarantee” means the Performance Guarantee dated as of September 14, 2014 issued by Hertz Corp.
for the benefit of the Canadian Trustee in connection with the Canadian Fleet Financing Servicing Agreement and the Canadian Fleet Financing
Back-Up Agent Agreement.


 


74.         “Canadian
Fleet Financing Servicing Agreement” means that certain Servicing Agreement dated as of September 14, 2015, by and among
Hertz Canada, DTAG Canada, HC Limited, TCL Funding, DTAC, and the Canadian Trustee, as amended from time to time.


 


75.          “Canadian
Fleet Financing Supplemental Indenture” means the Series 2021-A Supplement dated as of January 27, 2021 to the Canadian
Fleet Financing Base Indenture.


 


76.          “Canadian
Trustee” means BNY Canada acting in its capacity as Trustee under the Canadian Fleet Financing Indenture.


 


77.          “Cash”
means the legal tender of the United States of America or equivalents thereof.


 


78.          “Cash
Collateral Orders” means the (i) Agreed Interim Order (I) Authorizing Use of Cash Collateral and (II) Granting
Adequate Protection and Related Relief to Prepetition Secured Parties [Docket No. 204], (ii) Second Agreed Order (I) Authorizing
Use of Cash Collateral and (II) Granting Adequate Protection and Related Relief to Prepetition Secured Parties [Docket No. 559]
and (iii) Third Agreed Order (I) Authorizing Use of Cash Collateral and (II) Granting Adequate Protection and Related
Relief to Prepetition Secured Parties [Docket No. 1131], each as amended, supplemented, or modified from time to time.


 


79.         “Casualty
Superpriority Administrative Expense Claim” means the superpriority administrative expense claims of the HVF Trustee pursuant
to the Interim HVF Master Lease Settlement Orders in an amount equal to all payments on account of a Casualty (as defined in the HVF Master
Lease Agreement) accrued under the HVF Master Lease Agreement plus interest thereon from the date such amount would be payable under the
HVF Master Lease Agreement at the one-month LIBOR Rate (as defined in the HVF Master Lease Agreement) plus 5.50%.


 


80.          “Cause
of Action” means any action, claim, proceeding, cause of action, controversy, demand, right, action, Lien, indemnity, interest,
guarantee, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, or franchise of any kind
or character whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated
or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after
the Petition Date, in contract or in tort, in law, or in equity or pursuant to any other theory of law. For the avoidance of doubt, “Cause
of Action” includes (i) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach
of duties imposed by law or in equity; (ii) any Claim based on or relating to, or in any manner arising from, in whole or in part,
tort, breach of contract, breach of fiduciary duty, violation of state or federal law or breach of any duty imposed by law or in equity;
(iii) the right to object to or to otherwise contest, recharacterize, reclassify, subordinate, or disallow any Claims or Interests;
(iv) any Claim pursuant to section 362 of the Bankruptcy Code; (v) any claim or defense, including fraud, mistake, duress, and
usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (vi) any Avoidance Actions.


 






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81.          “Certares”
means certain funds and accounts managed or advised by Certares Opportunities LLC or one of its Affiliates.


 


82.         “Chapter
11 Cases” means (i) when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11
of the Bankruptcy Code in the Bankruptcy Court; and (ii) when used with reference to all of the Debtors, the procedurally consolidated
and jointly administered chapter 11 cases pending for the Debtors in the Bankruptcy Court under Chapter 11 Case, Number 20-11218 (MFW).


 


83.          “Claim”
shall have the meaning set forth in section 101(5) of the Bankruptcy Code.


 


84.          “Claims
and Noticing Agent” means Prime Clerk LLC, the claims, noticing, and solicitation agent retained by the Debtors pursuant to
the Order Authorizing the Appointment of Prime Clerk LLC as Claims and Noticing Agent Nunc Pro Tunc to the Petition Date [Docket
No. 183].


 


85.          “Claims
Bar Date” means October 21, 2020 at 5:00 p.m. (prevailing Eastern Time) or other applicable date(s) designated
by the Bankruptcy Court as the last date(s) for filing a Proof of Claim against the Debtors.


 


86.         “Claims
Bar Date Order” means the Order Establishing Bar Dates and Related Procedures for Filing Proofs of Claim, Including
Claims Arising Under Section 503(b)(9) of the Bankruptcy Code, and Approving the Form and Manner of Notice Thereof [Docket
No. 1240], entered by the Bankruptcy Court on September 9, 2020, as amended, modified, or supplemented by order of the Bankruptcy
Court from time to time.


 


87.          “Claims
Objection Deadline” means the deadline for objecting to a Claim, which shall be on the date that is the later of (i) one
hundred and eighty (180) days after the Effective Date and (ii) such later date as may be fixed by the Bankruptcy Court upon a motion
by the Reorganized Debtors Filed on or before the day that is one hundred and eighty (180) days after the Effective Date.


 


88.          “Claims
Register” means the official register of Claims maintained by the Claims and Noticing Agent in the Chapter 11 Cases.


 


89.          “Class”
means a category of Holders of Claims or Interests as set forth in Article III pursuant to section 1122(a) of the Bankruptcy
Code.


 


90.          “Class Action
Claim” means any Claim scheduled or filed by a purported class representative or its counsel on behalf of one or more claimant.


 


91.          “Clawback
Defendants” means (i) Mark Frissora; (ii) John Jeffrey Zimmerman; and (iii) Scott Sider.


 


92.          “Collective
Bargaining Agreements” means all the collective bargaining agreements of the Debtors.


 


93.          “Collective
Bargaining Agreement Schedule” means the schedule of cure amounts due on account of the Debtors’ Collective Bargaining
Agreements, as may be amended by the Debtors.


 


94.          “Commitment
Letter” means the letter between the Debtors and the Plan Sponsors (other than Apollo) dated March 2, 2021.


 






    9


     


    

 


95.        “Committee”
means the statutory committee of unsecured creditors, appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code
by the U.S. Trustee, pursuant to the Notice of Appointment of Official Committee of Unsecured Creditors [Docket No. 392] on
June 11, 2020, as may be reconstituted from time to time.


 


96.         “Committee
Complaint” means the Complaint Filed by the Committee in the adversary proceeding styled The Official Committee of
Unsecured Creditors v. Barclays Bank PLC and BOKF, N.A. (under Adversary Proceeding Number 20-50842 (MFW)).


 


97.        “Committee
Members” means, each in its capacity as a member of the Committee, (i) American Automobile Association, Inc.; (ii) Janice
Dawson; (iii) International Brotherhood of Teamsters;2
(iv) Pension Benefit Guaranty Corporation; (v) Sirius XM Radio Inc.; (vi) Southwest Airlines Co.; (vii) U.S.
Bank National Association; and (viii) Wells Fargo Bank, N.A.


 


98.          “Company”
means, collectively, the (i) Debtors; and (ii) their direct and indirect non-Debtor subsidiaries.


 


99.          “Confirmation”
means the entry of the Confirmation Order on the docket of the Chapter 11 Cases.


 


100.        “Confirmation
Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases within
the meaning of Bankruptcy Rules 5003 and 9021.


 


101.        “Confirmation
Hearing” means the hearing held by the Bankruptcy Court to consider Confirmation of the Plan pursuant to section 1129 of the
Bankruptcy Code.


 


102.        “Confirmation
Order” means the order of the Bankruptcy Court, confirming the Plan pursuant to section 1129 of the Bankruptcy Code that is
consistent with this Plan, and which shall be in form and substance acceptable to the Plan Sponsors in good faith.


 


103.        “Consenting
Investor Provision” shall have the meaning set forth in the Plan Support Agreement.


 


104.        “Consummation”
means the occurrence of the Effective Date.


 


105.        “Cure
Claim” means a monetary Claim in an amount, including an amount of $0.00, required to cure any monetary defaults under any Executory
Contract or Unexpired Lease (or such lesser amount as may be agreed upon by the parties under an Executory Contract or Unexpired Lease)
at the time such contract or lease is assumed by the Debtors pursuant to sections 365 or 1123 of the Bankruptcy Code.


 


106.        “D&O
Liability Insurance Policies” means, collectively, all insurance policies (including any “tail policy”) issued at
any time, whether expired or unexpired, to any of the Debtors for certain liabilities of the Debtors and/or their current or former directors,
managers, and officers, and all agreements, documents or instruments related thereto, including the Tail D&O Policy.


 





 



 


2 The International Brotherhood of Teamsters is a Member
in its capacity as representative for Local Unions 20, 25, 79, 89, 104, 114, 117, 118, 150, 175, 206, 222, 272, 299, 305, 317, 327, 355,
385, 399, 431, 449, 455, 481, 492, 495, 528, 529, 541, 618, 641, 665, 667, 682, 745, 769, 781, 813, 830, 853, 856, 886, 901, 922, 926,
931, 986, 988 and 996, and their respective members.


 






    10


     


    

 


107.        “Debtors”
means, collectively, (i) Hertz Corp.; (ii) Hertz Global Holdings, Inc.; (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.


 


108.        “Defined
Benefit Plan” means The Hertz Corporation Account Balance Defined Benefit Pension Plan.


 


109.        “Definitive
Documents” has the meaning set forth in the Plan Support Agreement.


 


110.        “Designated
Claim” means any disputed, unliquidated, or contingent Claim selected by the Debtors, the Reorganized Debtors, or the Distribution
Agent, as applicable, for resolution through the ADR Procedures.


 


111.        “DFLF
Facility” means the asset-backed securitization facility entered into in connection with the Order (I) Authorizing Certain
Debtors to Enter Into Securitization Documents, (II) Modifying the Automatic Stay, and (III) Granting Related Relief [Docket.
No. 1489].


 


112.        “DIP
Agent” means Barclays Bank PLC, in its capacity as Administrative Agent and Collateral Agent under the DIP Credit Agreement,
including any successor thereto.


 


113.        “DIP
Claims” means any Claim in respect of any DIP Obligations (as defined in the DIP Order) owed by the Debtors under the DIP Order.


 


114.        “DIP
Credit Agreement” means that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement (as the same may have
been amended, modified, supplemented, or amended and restated from time to time), dated as of October 30, 2020, by and among Hertz
Corp., as borrower, the DIP Lenders, the DIP Agent, and Barclays Bank PLC as Joint Bookrunner, as approved by the DIP Order, and as the
same may be amended, modified, or amended and restated from time to time in accordance with its terms.


 


115.        “DIP
Financing” means the postpetition financing facility issued pursuant to the DIP Credit Agreement and the DIP Order, consisting
of a $1,650,000,000.00 senior secured multiple draw term loan credit facility.


 


116.        “DIP
Lenders” means, collectively, the Lenders (as defined in the DIP Credit Agreement), the Issuing Bank (as defined in the DIP
Credit Agreement) and any other DIP Secured Party (as defined in the DIP Order).


 


117.        “DIP
Loan Documents” has the meaning set forth in the DIP Order.


 


118.        “DIP
Order” means the Order (I) Authorizing the Debtors to Obtain Debtor-in-Possession Financing and Granting Liens and Superpriority
Administrative Claims and (II) Granting Related Relief [Docket No. 1661] as amended, supplemented, or modified from time
to time.


 






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119.        “Disallowed”
means any Claim, or any portion thereof, that (i) has been disallowed by Final Order or settlement; (ii) is listed on the Schedules
at an amount of $0.00 or as contingent, disputed, or unliquidated and as to which a Claims Bar Date has been established but no Proof
of Claim has been timely Filed, deemed timely Filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order
of the Bankruptcy Court, including the Claims Bar Date Order, or otherwise deemed timely Filed under applicable law; or (iii) is
not listed on the Schedules and as to which a Claims Bar Date has been established but no Proof of Claim has been timely Filed or deemed
timely Filed with the Bankruptcy Court pursuant to the Bankruptcy Code or any Final Order of the Bankruptcy Court, including the Claims
Bar Date Order, or otherwise deemed timely Filed under applicable law. “Disallow” and “Disallowance” shall have
correlative meanings.


 


120.        “Disclosure
Statement” means (i) the Disclosure Statement for the Fourth Modified Second Amended Joint Chapter 11 Plan of Reorganization
of The Hertz Corporation and Its Debtor Affiliates, dated as of April 22, 2021 (as amended, modified or supplemented from time
to time in accordance with its terms), including all exhibits and schedules thereto and references therein that relate to the Plan that
are prepared and distributed in accordance with applicable law and (ii) any supplement, amendment, or modification thereto which
shall be in form and substance reasonably acceptable to the Plan Sponsors in good faith.


 


121.        “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 acceptable to the Plan Sponsors in good faith).


 


122.        “Disputed”
means, with respect to a Claim or Interest, a Claim (or portion thereof) that is not yet Allowed or Disallowed.


 


123.        “Distribution
Agent” means, as applicable, the Entity or Entities selected by the Debtors or the Reorganized Debtors, in consultation with
the Plan Sponsors, to make or to facilitate distributions pursuant to the Plan.


 


124.        “Distribution
Record Date” means the date for determining which Holders of Allowed Claims are eligible to receive distributions under the
Plan, which, unless otherwise specified, shall be 5:00 p.m. prevailing Eastern Time on the date of the Confirmation Hearing; provided,
that the Distribution Record Date shall not apply to the First Lien Claims, Second Lien Note Claims, Unsecured Funded Debt Claims,
and the HHN Notes Guarantee Claims, the Holders of which shall receive a distribution in accordance with Article VI of the
Plan and, as applicable, the customary procedures of DTC and Euroclear.


 


125.        “Donlen
Canada Securitization Facility” means the asset-backed securitization facility issued by non-Debtor Donlen Canada Fleet Funding
LP.


 


126.        “Donlen
Debtors” means (i) Donlen Corporation; (ii) Donlen FSHCO Company; (iii) Donlen Mobility Solutions, Inc.;
and (iv) Donlen Fleet Leasing Ltd.


 


127.        “Donlen
Documents” means the documents executed in connection with the Donlen Sale.


 


128.        “Donlen
Sale” means the sale of substantially all of the assets of the Donlen Debtors.


 






    12


     


    

 


129.        “DTAC”
means DTC Car Rental Partnership Limited.


 


130.        “DTAG
Canada” means Debtor Dollar Thrifty Automotive Group Canada Inc.


 


131.        “DTC”
means The Depository Trust Company.


 


132.        “ECA
Approval Order” means an Order of the Bankruptcy Court that is not stayed (under Bankruptcy Rule 6004(h) or otherwise)
that (i) authorizes the Debtors to enter into and perform under the Equity Commitment Documents, and (ii) provides that the
termination payment, expense reimbursement, and the indemnification provisions contained therein shall constitute Allowed Administrative
Expense Claims of the Debtors’ estates under sections 503(b) and 507 of the Bankruptcy Code and shall be payable by the
Debtors as provided in the Equity Commitment Documents without further Order of the Bankruptcy Court.


 


133.        “Effective
Date” means, with respect to the Plan, the date that is a Business Day on which (i) no stay of the Confirmation Order is
in effect; (ii) all conditions precedent specified in Article IX.A have been satisfied or waived (in accordance with
Article IX.B); and (iii) the Plan is declared effective by the Debtors. Without limiting the foregoing, any action to
be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date.


 


134.        “Eligible
Existing Hertz Shareholders” means each Holder of an Allowed Existing Hertz Parent Interest on the Record Date (as such terms
are defined in the Rights Offering Procedures) that is either (i) an “accredited investor” within the meaning of Rule 501
Regulation D under the Securities Act or (ii) a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act, as certified in accordance with the Rights Offering Procedures.


 


135.        “Eligible
Unsecured Funded Debt Holder” means each Holder of an Allowed Unsecured Funded Debt Claim on the Record Date (as such terms
are defined in the Rights Offering Procedures) that is either (i) an “accredited investor” within the meaning of Rule 501
Regulation D under the Securities Act or (ii) a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act, as certified in accordance with the Rights Offering Procedures.


 


136.        “Employee
Obligations” means any written contracts, agreements, policies, programs, and plans (as from time to time amended or restated)
applicable to employees or directors for regular compensation (including wages, salary, commissions, and incentives), bonus programs approved
by the Bankruptcy Court pursuant to the 2020 EIP Order and the 2021 KEIP/EIP Order, expense reimbursements, vacation and sick leave benefits,
employee and retiree health care, vision, and dental benefits, employee and retiree life insurance benefits, disability insurance benefits,
accidental death and dismemberment insurance benefits, qualified retirement programs, employee relocation programs, employee and director
vehicle use policies, commuter benefits, adoption assistance benefits, employee, director, and retiree discount programs, and other employee
welfare plan benefits in effect immediately prior to the Effective Date.  For the avoidance of doubt, the term “Employee Obligations”
does not include any contracts, agreements, arrangements, letters, policies, programs, or plans (as from time to time amended or restated)
for deferred compensation, non-qualified retirement benefits, severance, or other employment termination benefits.


 


137.        “Employment
Agreements” means the existing employment agreement by and between certain employees of the Debtor and the Debtors identified
in the Plan Supplement, each of which shall be assumed on the Effective Date, subject to the consent of the Plan Sponsors.


 


138.        “Entity”
shall have the meaning set forth in section 101(15) of the Bankruptcy Code.


 






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139.        “Equity
Commitment” means the purchase of Reorganized Hertz Parent Common Interests and Preferred Stock by the Equity Commitment Parties
under the Equity Commitment Agreement.


 


140.        “Equity
Commitment Agreement” means that certain Equity Commitment and Stock Purchase Agreement, dated as of May 2, 2021, by and
among Hertz Parent, the other Debtors party thereto, and the Equity Commitment Parties, as the same may be amended, modified, or amended
and restated from time to time in accordance with its terms, setting forth, among other things, the terms and conditions of (i) the
New Money Investment, (ii) the Rights Offering, and (iii) the commitments and investment by the Ad Hoc Equity Committee and
related fees.


 


141.        “Equity
Commitment Documents” means the Equity Commitment Agreement together with all schedules, annexes and exhibits thereto.


 


142.        “Equity
Commitment Parties” means, collectively, the parties purchasing Reorganized Hertz Parent Common Interests and Preferred Stock
under the Equity Commitment Agreement, including Apollo and Amarillo.


 


143.        “ERISA”
means the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001-1461, as now in effect or hereinafter amended,
and the rules and regulations promulgated thereunder.


 


144.        “Estate”
means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to sections 301 and 541 of the Bankruptcy
Code.


 


145.        “Euroclear”
means Euroclear S.A./N.V., as operator of the Euroclear system.


 


146.        “European
ABS Facility” means that certain €600,000,000.00 asset-backed securitization facility originally dated September 25,
2018 between (among others) International Fleet Financing No. 2 B.V. as Issuer, Credit Agricole Corporate and Investment Bank as
European ABS Facility Administrative Agent and BNP Paribas Trust Corporation UK Limited as Issued Security Trustee.


 


147.        “European
ABS Facility Documents” means all related agreements and documents executed by Hertz Corp. or any of its non-Debtor Affiliates
in connection with the European ABS Facility.


 


148.        “European
ABS Performance Guarantees” means (i) that certain THC Guarantee and Indemnity, dated as of September 25, 2018, between
Hertz Corp., Stuurgroep Fleet (Netherlands) B.V., RAC Finance S.A.S., Hertz Fleet Limited, Stuurgroep Fleet (Netherlands) B.V. Spanish
Branch, and BNP Paribas Trust Corporation UK Limited, as issued security trustee and fleetco security trustee, and (ii) that certain
German Fleetco THC Indemnity, dated September 25, 2018, between Hertz Corp., Hertz Fleet Limited, BNP Paribas Trust Corporation UK
Limited, as issued security trustee and fleetco security trustee, and certain entities named as beneficiaries therein.


 


149.        “European
ABS Performance Guarantee Claim” means all Claims against Hertz Corp. pursuant to the European ABS Performance Guarantees or
otherwise arising from the European ABS Facility or the European ABS Facility Documents.


 


150.       “European
ABS Restructuring Settlement” means the restructuring of the Lombard Vehicle Financing Facility and the European ABS Facility
on terms and conditions acceptable to the Debtors, the European Vehicle Financing Entities and the requisite consenting lenders from time
to time party to the Lombard Vehicle Financing Facility and the European ABS Facility, which restructuring and settlement shall include
the complete release and disallowance of the Lombard Financing Facility Guarantee, the European ABS Performance Guarantee and any claims
related thereto, including the Lombard Vehicle Financing Facility Guarantee Claims and European ABS Performance Guarantee Claims.


 






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151.        “European
Vehicle Financing Entities” means (i) Hertz (U.K.) Limited; and (ii) the non-Debtor Affiliates of Hertz Corp. party
to the European ABS Facility Documents.


 


152.        “Exculpated
Parties” means each of the following in their capacity as such: (i) the Debtors; (ii) each of the Debtors’ respective
directors and officers serving after the Petition Date; (iii) the Committee; (iv) each of the Committee Members, solely in its
capacity as a Committee Member; (v) each of the Plan Sponsors; (vi) each of the Equity Commitment Parties; (vii) the Unsecured
Notes Trustees, (viii) the 7.000% Unsecured Promissory Notes Trustee; and (ix) with respect to each of the foregoing Entities
in clauses (i) through (viii), such Entity and its current and former Affiliates, and such Entities’ and their current and
former Affiliates’ current and former directors, officers, predecessors, successors, and assigns, subsidiaries, and each of their
respective current and former officers, directors, managers, principals, members, employees, agents, advisory board members, financial
advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in its capacity
as such; provided, that with respect to the Plan Sponsors, the Equity Commitment Parties, the Unsecured Notes Trustees,
and the 7.000% Unsecured Promissory Notes Trustee, any exculpations afforded under the Plan or Confirmation Order shall be granted only
to the extent provided for pursuant to section 1125(e) of the Bankruptcy Code.


 


153.        “Executory
Contract” means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under sections
365 or 1123 of the Bankruptcy Code.


 


154.        “Existing
Hertz Parent Interests” means all Interests in (or against) Hertz Parent.


 


155.        “Exit
Agent” means, collectively, in their respective capacities as such, the administrative and collateral agents with respect to
the Exit Credit Agreement including any successors thereto.


 


156.        “Exit
Credit Agreement” means the credit agreement to be entered into in connection with the Exit Term Loan Facility and the Exit
Revolving Credit Facility (including any guarantee agreements, pledge and collateral agreements, and other security documents), which
shall be materially consistent with the Plan and which shall be in form and substance acceptable to the Debtors and the Plan Sponsors
in good faith.


 


157.       “Exit
Facility Documents” means the Exit Credit Agreement and such other financing documents to be entered into in connection with
the Exit Term Loan Facility and Exit Revolving Credit Facility (including any guarantee agreements, pledge and collateral agreements,
intercreditor agreements and other security documents), which shall be materially consistent with the Plan and otherwise acceptable to
the Debtors and the Plan Sponsors in good faith.


 


158.        “Exit
Revolving Credit Facility” means a senior secured revolving credit facility in an aggregate commitment amount of $1,500,000,000.00
(as such amount may be adjusted with the consent of the Debtors and the Plan Sponsors), with the capacity for the issuance of letters
of credit, secured by a first Lien on substantially all assets of Hertz Corp. and the Subsidiary Guarantors (except Donlen Corporation),
which shall be on prevailing market terms, materially consistent with the Plan, and otherwise acceptable to the Debtors and the Plan Sponsors.


 


159.        “Exit
Term Loan Facility” means a senior secured credit facility in a principal amount of $1,300,000,000.00 (as such amount may be
adjusted with the consent of the Debtors and the Plan Sponsors), secured by a first Lien on substantially all assets of Hertz Corp and
the Subsidiary Guarantors (except Donlen Corporation), which shall be on prevailing market terms, materially consistent with the Plan,
and otherwise acceptable to the Debtors and the Plan Sponsors.


 






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160.        “Federal
Judgment Rate” means the federal judgment rate in effect as of the Petition Date, compounded annually.


 


161.        “File,”
 “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy Court
or, with respect to the filing of a Proof of Claim or proof of Interest, with the Claims and Noticing Agent.


 


162.        “Final
Order” means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect
to the relevant subject matter, which has not been reversed, stayed, modified, or amended, including any order subject to appeal but for
which no stay of such order has been entered, 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 or judgment was appealed or from which certiorari was sought; provided,
that, the possibility that a request for relief under Rule 60 of the Federal Rules of Civil Procedure, or any analogous
rule under the Bankruptcy Rules, the local rules of the Bankruptcy Court or applicable non-bankruptcy law, may be Filed relating
to such order shall not prevent such order from being a Final Order.


 


163.        “First
Interim HVF Master Lease Settlement Order” means the Order Temporarily Resolving Certain Matters Related to the Master Lease
Agreement, Setting A Schedule for Further Litigation Related Thereto in 2021 and Adjourning Hearing on the Debtors’ Motion for Order
Rejecting Certain Unexpired Vehicle Leases Effective Nunc Pro Tunc to June 11, 2020 Pursuant to Sections 105 and 365(a) of
the Bankruptcy Code [Docket No. 390] Sine Die [Docket No. 805].


 


164.        “First
Lien Agent” means Barclays Bank PLC, in its capacity as administrative agent, collateral agent, and common collateral agent
under the First Lien Credit Agreement, the First Lien Standalone LC Agreement, and the other First Lien Loan Documents, including any
successor thereto.


 


165.        “First
Lien Claims” means all (i) First Lien Term Loan Claims; (ii) First Lien Revolving Loan Claims; (iii) First Lien
Hedge Claims; (iv) First Lien LC Claims; and (v) any Claims against the Debtors not duplicative of the foregoing clauses (i) –
(iv), due, owing, and payable to the First Lien Agent, First Lien Lenders, or their professionals pursuant to the Cash Collateral Orders,
including any professionals’ fees and expenses.


 


166.        “First
Lien Credit Agreement” means that certain Credit Agreement (as the same may have been amended, modified, supplemented, or amended
and restated from time to time), dated as of June 30, 2016, by and among Hertz Corp., the Subsidiary Borrowers (as such term is defined
in the First Lien Credit Agreement) party thereto, as borrowers, the First Lien Agent, and the lenders party thereto.


 


167.        “First
Lien Donlen Paydown Amount” means the Cash proceeds received from the Donlen Sale that are applied to the First Lien Claims
pursuant to the DIP Order and DIP Credit Agreement.


 


168.       “First
Lien Hedge Agreements” means all Hedge Agreements (as such term is defined in the First Lien Credit Agreement).


 






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169.        “First
Lien Hedge Claims” means all Claims against any Debtor arising from or based upon the First Lien Hedge Agreements, including
all accrued but unpaid interest, costs, fees, and indemnities, in an aggregate amount equal to approximately $2,312,987.44.


 


170.        “First
Lien LC Claims” means all (i) First Lien Revolving LC Claims, and (ii) First Lien Standalone LC Facility Claims.


 


171.        “First
Lien Lenders” means, collectively, the lenders under the First Lien Loan Documents.


 


172.        “First
Lien Loan Documents” means (i) the First Lien Credit Agreement and all related agreements and documents executed by any
of the Debtors in connection with the First Lien Credit Agreement, and (ii) the First Lien Standalone LC Agreement and all related
agreements and documents executed by any of the Debtors in connection with the First Lien Standalone LC Agreement.


 


173.        “First
Lien Revolving LC Claims” means all Claims against any Debtor arising from or based upon the letters of credit issued under
the First Lien Credit Agreement, including all accrued but unpaid interest at the applicable rate, costs, fees, and indemnities.


 


174.        “First
Lien Revolving LC Facility” means the letter of credit facility provided pursuant to the First Lien Credit Agreement.


 


175.        “First
Lien Revolving Loan Claims” means all Claims against any Debtor arising from or based upon the revolving loans issued pursuant
to the First Lien Credit Agreement or any other First Lien Loan Document, including all accrued but unpaid interest at the applicable
rate, costs, fees, and indemnities, which principal outstanding as of the Petition Date was in the aggregate amount equal to $615,000,000.00.


 


176.        “First
Lien Standalone LC Agreement” means that certain Letter of Credit Agreement (as the same may have been amended, modified, supplemented,
or amended and restated from time to time), dated as of November 2, 2017, by and among Hertz Corp., as applicant, and Barclays Bank
PLC, as administrative agent and collateral agent.


 


177.        “First
Lien Standalone LC Facility” means the letter of credit facility provided pursuant to the First Lien Standalone LC Agreement.


 


178.        “First
Lien Standalone LC Facility Claims” means all Claims against any Debtor arising from or based upon letters of credit issued
under the First Lien Standalone LC Agreement or any other First Lien Standalone LC Facility Documents, including accrued but unpaid interest
at the applicable rate, costs, fees, and indemnities.


 


179.        “First
Lien Standalone LC Facility Documents” means the First Lien Standalone LC Agreement and all related agreements and documents
executed by any of the Debtors in connection with the First Lien Standalone LC Facility.


 


180.        “First
Lien Term Loan Claims” means all Claims against any Debtor arising from or based upon the term loans issued pursuant to the
First Lien Credit Agreement or any other First Lien Term Loan Document, including all accrued but unpaid interest at the applicable rate,
costs, fees, and indemnities, which principal outstanding as of the Petition Date was in the aggregate amount equal to approximately $656,250,000.00.


 


181.        “General
Unsecured Claim” means any Unsecured Claim, against any Debtor, other than (i) Administrative Claims; (ii) Priority
Tax Claims; (iii) Other Priority Claims; (iv) Intercompany Claims; (v) Unsecured Funded Debt Claims; and (vi) HHN
Notes Guarantee Claims; provided, however, that, notwithstanding anything to the contrary herein, to the extent that a Holder
of a General Unsecured Claim against a Debtor holds any joint and several liability Claims, guarantee Claims, or other similar Claims
against any other Debtors arising from or relating to the same obligations or liability as such General Unsecured Claim, such Holder shall
only be entitled to a distribution on one General Unsecured Claim against the Debtors in full and final satisfaction of all such Claims.


 






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182.        “Governmental
Unit” shall have the meaning set forth in section 101(27) of the Bankruptcy Code.


 


183.        “HC
Limited” means HC Limited Partnership.


 


184.        “HCVP”
means Hertz Canada Vehicles Partnership.


 


185.        “Herc
Documents” means that certain Separation and Distribution Agreement, dated as of June 30, 2016, between Hertz Parent and
Herc Holding Inc. and all other documents executed in connection therewith or related thereto.


 


186.        “Herc
Parties” means Herc Holding Inc. and any of its Affiliates, successors, or assigns.


 


187.        “Hertz
Australia” means Hertz Australia Pty. Limited (ACN 004 407 087).


 


188.        “Hertz
Corp.” means The Hertz Corporation.


 


189.        “Hertz
Canada” means Hertz Canada Limited.


 


190.        “Hertz
Parent” means Hertz Global Holdings, Inc.


 


191.       “HHN”
means Hertz Holdings Netherlands B.V. or any Entity into which Hertz Holdings Netherlands B.V. merges prior to the Effective Date,
including Hertz Holdings Netherlands II B.V.


 


192.       “HHN
4.125% Unsecured Notes” means the senior notes due 2021 issued pursuant to the HHN 4.125% Unsecured Notes Indenture.


 


193.        “HHN
4.125% Unsecured Notes Documents” means, collectively, the HHN 4.125% Unsecured Notes Indenture, the HHN 4.125% Unsecured Notes,
and all related agreements and documents executed by any of the Debtors in connection with the HHN 4.125% Unsecured Notes.


 


194.       “HHN
4.125% Unsecured Notes Indenture” means that certain indenture (as the same may have been amended, modified, or supplemented
from time to time), dated as of September 22, 2016, for the HHN 4.125% Unsecured Notes by and among HHN and HUK, as co-issuers, Hertz
Corp., as Parent Guarantor, the subsidiary guarantors from time to time parties thereto, as guarantors, Wilmington Trust SP Services (London)
Limited, solely in its capacity as trustee, Deutsche Bank AG, London Branch, as Paying Agent and Deutsche Bank Luxembourg S.A., as Registrar,
Transfer Agent and Authenticating Agent.


 


195.       “HHN
5.500% Unsecured Notes” means the senior notes due 2023 issued pursuant to the HHN 5.500% Unsecured Notes Indenture.


 


196.       “HHN
5.500% Unsecured Notes Indenture” means that certain indenture (as the same may have been amended, modified, or supplemented
from time to time), dated as of March 23, 2018, for the HHN 5.500% Unsecured Notes by and among HHN and HUK, as co-issuers, Hertz
Corp., as Parent Guarantor, the subsidiary guarantors from time to time parties thereto, as guarantors, Wilmington Trust SP Services (London)
Limited, solely in its capacity as trustee, Deutsche Bank AG, London Branch, as Paying Agent and Deutsche Bank Luxembourg S.A., as Registrar,
Transfer Agent and Authenticating Agent.


 






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197.        “HHN
5.500% Unsecured Notes Documents” means, collectively, the HHN 5.500% Unsecured Notes Indenture, the HHN 5.500% Unsecured Notes,
and all related agreements and documents executed by any of the Debtors in connection with the HHN 5.500% Unsecured Notes.


 


198.       “HHN
Notes” means (i) the HHN 4.125% Unsecured Notes and (ii) the HHN 5.500% Unsecured Notes.


 


199.        “HHN
Notes Documents” means (i) the HHN 5.500% Unsecured Notes Documents and (ii) the HHN 4.125% Unsecured Notes Documents.


 


200.        “HHN
Notes Guarantee Claims” means, collectively, all Claims against Hertz Corp. and the Subsidiary Guarantors arising from or related
to the HHN Notes Documents, including their guarantee of the HHN 4.125% Unsecured Notes and the HHN 5.500% Unsecured Notes.


 


201.        “HHN
Notes Indentures” means, collectively, (i) the HHN 4.125% Unsecured Notes Indenture and (ii) the HHN 5.00% Unsecured
Notes Indenture.


 


202.        “HHN
Notes Paying Agent” means Deutsche Bank AG, London Branch, in its capacity as paying agent under each series of the HHN Notes,
including any successor thereto.


 


203.        “HHN
Notes Trustee” means Wilmington Trust SP Services (London) Limited, in its capacity as trustee under each series of the HHN
Notes, including any successor thereto.


 


204.        “HHN
Notes Trustee Charging Lien” means any Lien or other priority of payment to which the HHN Notes Trustee is entitled under the
HHN Notes Documents against distributions to be made to Holders of HHN Notes Guarantee Claims for payment of any HHN Notes Trustee Fees
and Expenses.


 


205.        “HHN
Notes Trustee Fees and Expenses” means the reasonable and documented fees, costs, and expenses incurred by the HHN Notes Trustee
that are required to be paid under the HHN Notes Documents.


 


206.        “HHN
Restructuring” means the restructuring described in Article IV.K, infra, and any other related transactions
in connection therewith.


 


207.        “HIL”
means Hertz International Limited.


 


208.        “HIL
Facility” means the direct lending facility provided by certain of the Plan Sponsors or their affiliates to HIL prior to the
Effective Date.


 


209.        “Holder”
means an Entity holding a Claim or an Interest, as applicable, each solely in its capacity as such.


 


210.        “HUK”
means Hertz U.K. Receivables Ltd.


 


211.        “HVF”
means Hertz Vehicle Financing LLC.


 


212.        “HVF
II” means Hertz Vehicle Financing II LP.


 






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213.        “HVF
II Base Indenture” means that certain Amended and Restated Base Indenture (as the same may have been amended, modified, supplemented,
or amended and restated from time to time), dated as of October 31, 2014, between HVF II, the HVF II Trustee.


 


214.        “HVF
II Collateral” means the collateral as defined in the HVF II Base Indenture, the HVF II Group I Supplement, and the HVF II Series Supplements.


 


215.        “HVF
II Collateral Agency Agreement” means the Fourth Amended and Restated Collateral Agency Agreement (as the same may have been
amended, modified, supplemented, or amended and restated from time to time), dated as of November 25, 2013, between HVF, Hertz General
Interest, LLC, DTG Operations, Inc., Hertz Corp., the financing sources party thereto from time to time, the beneficiaries party
thereto from time to time, and the grantors party thereto from time to time.


 


216.        “HVF
II Facility” means the asset-backed securitization facility issued pursuant to the HVF II Facility Documents.


 


217.        “HVF
II Facility Documents” means the HVF II Base Indenture, the HVF II Group I Supplement, the HVF II Series Supplements, the
HVF II Notes and all other documents related to the HVF II Notes or the HVF II Collateral.


 


218.        “HVF
II Group I Supplement” means that certain Amended and Restated Group I Supplement to the HVF II Base Indenture, dated as of
October 31, 2014 (as amended by Amendment No. 1 thereto, dated as of June 17, 2015, and as further amended, modified or
supplemented from time to time, exclusive of Series Supplements), between HVF II and the HVF II Trustee.


 


219.        “HVF
II Lenders” means the Holders of the HVF II Notes.


 


220.        “HVF
II MTN Series Supplements” means collectively, the HVF II Series 2015-3 Supplement, the HVF II Series 2016-2
Supplement, the HVF II Series 2016-4 Supplement, the HVF II Series 2017-1 Supplement, the HVF II Series 2017-2 Supplement,
the HVF II Series 2018-1 Supplement, the HVF II Series 2018-2 Supplement, the HVF II Series 2018-3 Supplement, the HVF
II Series 2019-1 Supplement, the HVF II Series 2019-2 Supplement, and the HVF II Series 2019-3 Supplement.


 


221.        “HVF
II Notes” means the Rental Car Asset Backed Notes issued by HVF II and authenticated by or on behalf of the HVF II Trustee pursuant
to the HVF II Series Supplements.


 


222.        “HVF
II Notes Repayment Date” has the meaning set forth in Article IV.H.


 


223.        “HVF
II Obligations” means the non-contingent contractual obligations arising under or with respect to the HVF II Notes, including
such amounts payable pursuant to the waterfalls in Article VII of the Series 2013-G1 Supplement, Article V of the HVF II
VFN Supplement, Article V of each of the MTN Series Supplements and Article VII of the HVF II Group I Supplement, collateral
agent fees payable pursuant to Section 5.8 of the HVF II Collateral Agency Agreement, and any other amounts under the HVF Facility
Documents or HVF II Facility Documents that would be payable in Cash in an ordinary course repayment and termination of such facilities.


 


224.        “HVF
II Refinancing Steps Document” means a document to be filed with the Plan Supplement that describes the sequence of transactions
required to refinance the HVF II Facility and HVIF Facility, if applicable, and provide payment in full of the HVF II Obligations and
HVIF Obligations, if applicable.


 






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225.        “HVF
II Series 2015-3 Supplement” means the Series 2015-3 Supplement to the HVF II Group I Supplement, dated as of October 7,
2015, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


226.        “HVF
II Series 2016-2 Supplement” means the Series 2016-2 Supplement to the HVF II Group I Supplement, dated as of February 11,
2016, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


227.        “HVF
II Series 2016-4 Supplement” means the Series 2016-4 Supplement to the HVF II Group I Supplement, dated as of June 8,
2016, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


228.        “HVF
II Series 2017-1 Supplement” means the Series 2017-1 Supplement to the HVF II Group I Supplement, dated as of September 20,
2017, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


229.        “HVF
II Series 2017-2 Supplement” means the Series 2017-2 Supplement to the HVF II Group I Supplement, dated as of September 20,
2017, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


230.        “HVF
II Series 2018-1 Supplement” means the Series 2018-1 Supplement to the HVF II Group I Supplement, dated as of January 24,
2018, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


231.        “HVF
II Series 2018-2 Supplement” means the Series 2018-2 Supplement to the HVF II Group I Supplement, dated as of June 27,
2018, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


232.        “HVF
II Series 2018-3 Supplement” means the Series 2018-3 Supplement to the HVF II Group I Supplement, dated as of June 27,
2018, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


233.        “HVF
II Series 2019-1 Supplement” means the Series 2019-1 Supplement to the HVF II Group I Supplement, dated as of February 6,
2019, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


234.        “HVF
II Series 2019-2 Supplement” means the Series 2019-2 Supplement to the HVF II Group I Supplement, dated as of May 29,
2019, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


235.        “HVF
II Series 2019-3 Supplement” means the Series 2019-3 Supplement to the HVF II Group I Supplement, dated as of November 26,
2019, by and among HVF II, Hertz Corp., and the HVF II Trustee, as amended from time to time.


 


236.        “HVF
II Series Supplements” means collectively, the HVF II VFN Supplement and the HVF II MTN Series Supplements.


 


237.        “HVF
II Trustee” means The Bank of New York Mellon Trust Company, N.A., solely in its role as trustee under the HVF II Indenture.


 






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238.        “HVF
II VFN Supplement” means that certain Sixth Amended and Restated Series 2013-A Supplement to the HVF II Group I Supplement,
dated as of February 21, 2020, by and among Deutsche Bank AG, New York Branch, HVF II, the HVF II Trustee, Hertz Corp., certain committed
note purchasers party thereto from time to time, certain conduit investors party thereto from time to time, and certain funding agents
for the investor groups party thereto from time to time.


 


239.        “HVF
III” means a new asset backed securitization facility to issue notes to fund its purchase of vehicles to be used in the Debtors
and Reorganized Debtors’ rental car business, which shall be materially consistent with the Plan and otherwise in form and substance
acceptable to the Debtors and the Plan Sponsors in good faith.


 


240.        “HVF
III Documents” means the financing documents to be entered into in connection with the HVF III (including any guarantee agreements,
pledge and collateral agreements, intercreditor agreements and other security documents), which shall be materially consistent with the
Plan and otherwise acceptable to the Debtors and the Plan Sponsors in good faith.


 


241.        “HVF
Base Indenture” means the Fourth Amended and Restated Base Indenture (as the same may have been amended, modified, supplemented,
or amended and restated from time to time), dated as of November 25, 2013, between HVF and the HVF Trustee.


 


242.        “HVF
Claims” means any Claims against any Debtor or any Affiliate of a Debtor pursuant to, arising out of, or related to the HVF
Master Lease Agreement, any other HVF Facility Document, or any HVF II Facility Document, including any HVF Master Lease Administrative
Claim.


 


243.        “HVF
Facility Documents” means the HVF Base Indenture, the Series 2013-G1 Supplement, the Series 2013-G1 Note, the HVF
Master Lease Agreement, and all other documents related to the Series 2013-G1 Note or the Series 2013-G1 Collateral.


 


244.        “HVF
Indenture” means collectively the HVF Base Indenture and the Series 2013-G1 Supplement.


 


245.        “HVF
Master Lease Administrative Claims” means any Claim against the Debtors under the HVF Master Lease Agreement that arose after
the Petition Date and is owed but unpaid pursuant to the HVF Master Lease Agreement, including the Casualty Superpriority Administrative
Expense Claim.


 


246.        “HVF
Master Lease Agreement” is that certain Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (Series 2013-G1)
dated as of October 31, 2014 (as amended by Amendment No. 1 thereto, dated as of February 22. 2017, and as further amended,
modified or supplemented from time to time), by and among HVF, in its capacity as lessor, Hertz Corp., in its capacity as lessee, in its
capacity as servicer and in its capacity as guarantor, DTG Operations, Inc., in its capacity as lessee and those permitted leases
from time to time becoming lessees thereunder.


 


247.        “HVF
Trustee” means The Bank of New York Mellon Trust Company, N.A., solely in its capacity as trustee under the HVF Indenture.


 


248.        “HVIF”
means Hertz Vehicle Interim Financing, LLC.


 


249.       “HVIF
Administrative Agent” means Deutsche Bank AG, New York Branch, as administrative agent under the Interim Fleet Financing Facility.


 






    22


     


    

 


250.        “HVIF
Obligations” means the non-contingent contractual obligations with respect to the Interim Fleet Financing Facility Documents,
including the Interim Fleet Financing Notes.


 


251.        “HVIF
Trustee” means The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary under the Interim Fleet
Financing Facility Documents.


 


252.        “Impaired”
means, when used in reference to a Claim or Interest, a Claim or Interest that is impaired within the meaning of section 1124 of the Bankruptcy
Code.


 


253.        “Indemnification
Obligations” means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the
bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents,
board resolutions, management or indemnification agreements, or employment or other contracts, or otherwise, for the directors and officers
that are currently employed by, or serving on the board of directors of, any of the Debtors as of the date immediately prior to the Effective
Date, and the employees, attorneys, accountants, investment bankers, and other professionals and agents that are currently employed by
any of the Debtors as of the date immediately prior to the Effective Date, each of the foregoing solely in their capacity as such.


 


254.        “Ineligible
Existing Hertz Shareholder” means each Holder of an Allowed Existing Hertz Parent Interest on the Record Date (as such terms
are defined in the Rights Offering Procedures) that is not an Eligible Existing Hertz Shareholder.


 


255.        “Initial
Distribution Date” means the date on which the Reorganized Debtors or the Distribution Agent shall make initial distributions
to Holders of Claims and Interests pursuant to the Plan, which shall be as soon as reasonably practicable after the Effective Date.


 


256.        “Insurance
Policies” means any and all known and unknown insurance policies or contracts that have been issued at any time to, or that
provide coverage in any capacity to, the Debtors or any predecessor, subsidiary, or past or present Affiliate of the Debtors, as an insured
(whether as the first named insured, a named insured or an additional insured), or otherwise alleged to afford the Debtors insurance coverage,
and all agreements, documents or instruments related thereto, including but not limited to, the D&O Liability Insurance Policies and/or
any agreements with third-party administrators.


 


257.        “Insurance
Programs” has the meaning ascribed to such term in the Order (I) Authorizing Assumption of the Insurance Program with
the Chubb Companies, (II) Modifying the Automatic Stay, and (III) Granting Related Relief [Docket No. 898].


 


258.        “Insured
Claim” means any Claim against a Debtor for which any Debtor is entitled to coverage, indemnification, reimbursement, contribution
or other payment under an Insurance Policy.


 


259.        “Insurer”
means any company or other entity that issued any Insurance Policies, any third-party administrators of claims against the Debtors or
asserted under the Insurance Policies, and any respective predecessors and/or affiliates thereof.


 


260.        “Intercompany
Claims” means, collectively, (i) Intercompany Debtor Claims and (ii) Intercompany Subsidiary Claims.


 


261.        “Intercompany
Debtor Claims” means any Claim held by a Debtor against any other Debtor.


 






    23


     


    

 


262.        “Intercompany
Interest” means an Interest held by a Debtor in another Debtor or a non-Debtor subsidiary.


 


263.        “Intercompany
Subsidiary Claims” means any Claim of a non-Debtor direct or indirect subsidiary of Hertz Parent against any Debtor.


 


264.        “Intercreditor
Agreement” means that certain intercreditor agreement (as amended, restated, supplemented, or otherwise modified from time to
time) dated as of June 6, 2017, by and between the First Lien Agent and the Second Lien Note Trustee.


 


265.        “Interest”
means any common stock, limited liability company interest, equity security (as defined in section 101(16) of the Bankruptcy Code), equity,
ownership, profit interests, unit, or share in any Debtor (including all issued, unissued, authorized, or outstanding shares of capital
stock of the Debtors and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units,
redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments
of any character relating to, or whose value is related to, any such interest or other ownership interest in any Debtor), whether or not
arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting,
or denominated “stock” or a similar security, and any Subordinated 510(b) Interests.


 


266.        “Interim
Fleet Financing Administrative Claims” means any and all Administrative Claims arising under or related to the Interim Fleet
Financing Debtor Facility Documents.


 


267.        “Interim
Fleet Financing Back-Up Administrative Agreement” means that certain HVIF Back-Up Administrative Agreement dated as of January 22,
2021 by and among Hertz Corp., HVIF, Lord Securities Corporation and the HVIF Trustee.


 


268.        “Interim
Fleet Financing Back-Up Disposition Agent Agreement” means that certain HVIF Back-Up Disposition Agreement dated as of January 22,
2021 by and among defi AUTO, LLC, Hertz Corp., and the HVIF Trustee.


 


269.        “Interim
Fleet Financing Base Indenture” means that certain Base Indenture (as the same may have been amended, modified, supplemented,
or amended and restated from time to time), dated as of November 25, 2020 between HVIF, Hertz Corp., the HVIF Administrative Agent,
Apollo Capital Management, L.P., the holders of the Interim Fleet Financing Notes and the HVIF Trustee.


 


270.        “Interim
Fleet Financing Debtor Facility Documents” means the Interim Fleet Financing Indenture, the Interim Fleet Financing Supplemental
Indenture, the Interim Fleet Financing Facility Master Lease Agreement, the Interim Fleet Financing Back-Up Administrative Agreement,
the Interim Fleet Financing Back-Up Disposition Agent Agreement and any other agreements, documents and instruments executed by any Debtor
in connection therewith.


 


271.        “Interim
Fleet Financing Facility” means the asset-backed securitization facility issued pursuant to the Interim Fleet Financing Facility
Documents.


 


272.        “Interim
Fleet Financing Facility Documents” means the Interim Fleet Financing Debtor Documents, the Interim Fleet Financing Notes and
any other agreements, instruments and documents executed in connection therewith.


 






    24


     


    

 


273.        “Interim
Fleet Financing Facility Master Lease Agreement” means that certain Master Motor Vehicle Operating Lease and Servicing Agreement
(HVIF) dated as of November 25, 2020 among HVIF, Hertz Corp. and DTG Operations, Inc.


 


274.        “Interim
Fleet Financing Indenture” means, collectively, the Interim Fleet Financing Base Indenture and Series 2020-1 Supplement.


 


275.        “Interim
Fleet Financing Lenders” means the Holders of the Interim Fleet Financing Notes.


 


276.        “Interim
Fleet Financing Notes” means the Series 2020-1 notes issued pursuant to the 2020-1 Series Supplement.


 


277.        “Interim
Fleet Financing Supplemental Indenture” means the Series 2020-1 Supplement to the Interim Fleet Financing Base Indenture.


 


278.        “Interim
HVF Master Lease Settlement Orders” means the First Interim HVF Master Lease Settlement Order and the Second Interim HVF Master
Lease Settlement Order.


 


279.        “Judicial
Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001.


 


280.        “Knighthead”
means certain funds and accounts managed or advised by Knighthead Capital Management, LLC or one of its Affiliates.


 


281.        “Lien”
shall have the meaning set forth in section 101(37) of the Bankruptcy Code.


 


282.        “Lombard
Vehicle Financing Facility Agreement” means that certain agreement relating to the vehicle funding facilities (as the same may
have been amended, modified, supplemented, or amended and restated from time to time), dated February 7, 2013, by and between Hertz
(U.K.) Limited and Lombard North Central Plc.


 


283.        “Lombard
Vehicle Financing Facility” means the vehicle funding facility issued pursuant to the Lombard Vehicle Financing Facility Documents.


 


284.        “Lombard
Vehicle Financing Facility Documents” means, collectively, the Lombard Vehicle Financing Facility Agreement, the Lombard Vehicle
Financing Facility Guarantee, and all related agreements and documents executed by any of the Debtors in connection with the Lombard Vehicle
Financing Facility Agreement.


 


285.        “Lombard
Vehicle Financing Facility Guarantee” means that certain Guarantee (as the same may have been amended, modified, supplemented,
or amended and restated from time to time), dated February 7, 2013, by Hertz Corp. in favor of Lombard North Central Plc with respect
to the Lombard Vehicle Financing Facility Agreement.


 


286.        “Lombard
Vehicle Financing Facility Guarantee Claims” means all Claims of a Debtor arising from or related to the Lombard Vehicle Financing
Facility Documents.


 


287.        “Management
Equity Incentive Plan” means the post-Effective Date management equity incentive plan implemented and approved by the Reorganized
Hertz Parent Board in accordance with the MIP Term Sheet.


 






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288.        “MIP
Term Sheet” means the term sheet describing the terms and conditions of the Management Equity Incentive Plan, which shall be
reasonably acceptable to the Plan Sponsors.


 


 289.        “New Money Investment” means Cash in an amount equal to $5,915,941,666.67.




 


290.        “New
Organizational Documents” means the Reorganized Hertz Parent Organizational Documents and Reorganized Debtor Organizational
Documents, including the New Registration Rights Agreement, which shall be acceptable to the Debtors and the Plan Sponsors.


 


291.        “New
Registration Rights Agreement” means the registration rights agreement or other similar agreement with respect to Reorganized
Hertz Parent, which shall be acceptable to the Debtors and the Plan Sponsors.


 


292.        “New
Reorganized Corporate Debt” means the Exit Term Loan Facility and the Exit Revolving Credit Facility.


 


293.        “New
Warrants” means the warrants referenced in the term sheet attached as Exhibit A hereto.


 


294.        “New
Warrants Agreement” means that certain agreement providing for, among other things, the issuance of the New Warrants by the
Reorganized Debtors, which shall contain terms and conditions consistent with the term sheet attached as Exhibit A
hereto and shall otherwise be in form and substance reasonably acceptable to the Plan Sponsors and the Debtors.


 


295.        “Non-Obligor
Debtors” means (i) Hertz Global Holding, Inc.; (ii) CMGC Canada Acquisition ULC; (iii) Hertz Aircraft, LLC;
(iv) Donlen FSHCO Company; (v) Hertz Canada Limited; (vi) Donlen Mobility Solutions, Inc.; and (vii) Donlen Fleet
Leasing Ltd.


 


296.        “Other
Priority Claim” means any Claim against any Debtor entitled to priority in right of payment under section 507(a) of the
Bankruptcy Code, other than (i) an Administrative Claim; or (ii) a Priority Tax Claim.


 


297.        “Other
Secured Claim” means any Secured Claim against any Debtor, including any Secured Tax Claim, other than a (i) First Lien
Claim; (ii) Second Lien Note Claim; and (iii) DIP Claim, unless otherwise classified in Article III.B.


 


298.        “PBGC”
means Pension Benefit Guaranty Corporation, a wholly-owned United States government corporation and agency created under Title IV of ERISA.


 


299.        “Pension
Plans” means collectively, (i) the Defined Benefit Plan, (ii) Retirement Plan for the Employees of Puerto Ricancars, Inc.
and Related Companies Residing in the Commonwealth of Puerto Rico, and (iii) Retirement Plan for Employees of Puerto Ricancars, Inc.
and Related Companies Residing in St. Thomas, U.S. Virgin Islands.


 


300.        “Person”
shall have the meaning set forth in section 101(41) of the Bankruptcy Code.


 


301.        “Petition
Date” is May 22, 2020.


 


302.        “Plan”
means this First Modified Third Amended Joint Chapter 11 Plan of Reorganization of The Hertz Corporation and its Debtor Affiliates
(including the Plan Supplement and all exhibits hereto and thereto), as the same may be amended, modified, supplemented or amended
and restated from time to time.


 






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303.             “Plan
Sponsors” means each of (i) Apollo, (ii) Knighthead, and (iii) Certares.


 


304.            “Plan
Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan, each of which shall
be in form and substance materially consistent with this Plan, the Plan Support Agreement and the Equity Commitment Documents, and otherwise
acceptable to the Plan Sponsors and the Debtors, as may be amended, modified, or supplemented from time to time, including, as applicable
(i) Reorganized Hertz Parent Organizational Documents; (ii) Reorganized Hertz Corp. Organizational Documents; (iii) the
Rejected Executory Contracts and Unexpired Leases Schedule; (iv) the Assumed Executory Contracts and Unexpired Leases Schedule;
(v) the identity of the members of the Reorganized Hertz Parent Board and executive management for Hertz Parent; (vi) the identity
of the members of the Reorganized Hertz Corp. Board and executive management for Hertz Corp.; (vii) Schedule of Retained Causes
of Action; (viii) the MIP Term Sheet; (ix) the Exit Credit Agreement; (x) the New Registration Rights Agreement; (xi) the
Restructuring Transactions Memorandum; (xii) the ADR Procedures; (xii) the certificates of designation and other documents
governing the Preferred Stock; and (xiii) the HVF II Refinancing Steps Document. Any reference to the Plan Supplement in the Plan
shall include each of the documents identified above as (i) through (xiii), as applicable. The Debtors shall be entitled to amend
such documents in accordance with their respective terms and Article X of this Plan through and including the Effective Date
subject to the consent of the Plan Sponsors.


 


305.            “Plan
Support Agreement” means that certain Plan Support Agreement by and among Hertz Parent and each of the Debtors identified on
the signature pages thereto and the Equity Commitment Parties, as the same may be amended, modified, supplemented, or amended and
restated from time to time in accordance with its terms.


 


306.            “Plan
Support Party” means any party that executes a joinder to the Plan Support Agreement.


 


307.            “Preferred
Stock” means the new preferred stock issued to certain Equity Commitment Parties pursuant to the Equity Commitment Documents.


 


308.            “Prepetition
Debt Documents” means, collectively, the (i) First Lien Loan Documents, (ii) Second Lien Note Documents, (iii) the
Unsecured Notes Documents, (iv) the ALOC Facility Documents, (v) the Lombard Vehicle Financing Facility Documents, (vi) the
7.000% Unsecured Promissory Notes Documents, (vii) the European ABS Documents, and (viii) any guarantee of the HHN Notes by
the Debtors.


 


309.            “Prepetition
KERP Program” means the Key Employee Retention Letter Agreements executed on or about May 2020.


 


310.            “Priority
Tax Claim” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.


 


311.            “Pro
Rata” means the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims
in that respective Class, or the proportion that Allowed Claims in a particular Class bear to the aggregate amount of Allowed Claims
in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claim under the Plan, as applicable.


 


312.            “Professional”
means an Entity (i) employed pursuant to a Bankruptcy Court order in accordance with sections 327, 363, or 1103 of the Bankruptcy
Code and to be compensated for services rendered before or on the Effective Date, pursuant to sections 327, 328, 329, 330, 331, or 363
of the Bankruptcy Code; or (ii) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of
the Bankruptcy Code.


 






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313.            “Professional
Fee Claims” means all Claims for fees and expenses (including transaction and success fees) incurred by a Professional on or
after the Petition Date through the Effective Date.


 


314.            “Professional
Fee Claims Estimate” means the aggregate unpaid Professional Fee Claims through the Effective Date as estimated in accordance
with Article II.E.2.


 


315.            “Professional
Fee Escrow” means an escrow account established and funded pursuant to Article II.E.3.


 


316.            “Proof
of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.


 


317.            “Quarterly
Distribution Date” means the first Business Day after the end of each quarterly calendar period (i.e., March 31,
June 30, September 30, and December 31 of each calendar year) occurring after the Effective Date.


 


318.            “Reinstated”
or “Reinstatement” means, with respect to Claims and Interests, the treatment provided for in section 1124(2) of
the Bankruptcy Code.


 


319.            “Rejected
Executory Contracts and Unexpired Leases Schedule” means the schedule of Executory Contracts and Unexpired Leases to be rejected
by the Debtors pursuant to the Plan, included in the Plan Supplement, as may be amended by the Debtors from time to time, and which shall
be in form and substance acceptable to the Plan Sponsors in good faith.


 


320.            “Released
Party” means each of the following in their capacity as such: (i) the Debtors; (ii) the Reorganized Debtors; (iii) each
of the Debtors’ Estates; (iv) each of the Plan Sponsors; (v) the Committee; (vi) each of the Committee Members,
solely in its capacity as a Committee Member; (vii) each of the Equity Commitment Parties; (viii) the Unsecured Notes Trustees;
(ix) the 7.000% Unsecured Promissory Notes Trustee; (x) the ABS Released Parties; (xi) the Plan Support Parties; and (xii) with
respect to each of the foregoing Entities in clauses (i) through (xi), such Entity and its current and former Affiliates, and such
Entities’ and their current and former Affiliates’ current and former directors, managers, officers, equity holders (regardless
of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective
current and former equity holders, officers, directors, managers, principals, members, employees, agents, advisory board members, financial
advisors, partners, attorneys, accountants, managed accounts or funds, management companies, fund advisors, investment bankers, consultants,
representatives, and other professionals, each in its capacity as such; provided, that notwithstanding anything set forth
above, (a) the Clawback Defendants, (b) Accenture LLP and its Affiliates, (c) the Herc Parties (solely with respect to
Claims arising from the Herc Documents), (d) the Donlen Debtors and their direct and indirect subsidiaries (solely with respect
to Claims arising from the Donlen Documents), and (e) the Specified Prepetition KERP Participants, solely with respect to amounts
owed pursuant to the terms of the Prepetition KERP Program, shall not be Released Parties. Notwithstanding the foregoing, any Person
or Entity that opts out of the releases shall not be a Released Party.


 






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321.            “Releasing
Party” means each of the following in their capacity as such: (i) each of the Plan Sponsors; (ii) each of the Equity
Commitment Parties; (iii) the Unsecured Notes Trustees; (iv) the 7.000% Unsecured Promissory Notes Trustee; (v) the ABS
Released Parties; (vi) the Plan Support Parties; (vii) all Holders of Unimpaired Claims or Interests who do not File a timely
objection to the third party releases provided for in Article VIII.D (provided that, for the avoidance of doubt, Holders
of Unimpaired Claims or Interests that timely file an objection to the third party releases provided pursuant to Article VIII.D
shall not be Releasing Parties); (viii) all Holders of Administrative Expense Claims and Priority Tax Claims that do not hold
Claims or Interests in any Class that do not File a timely objection to the third party releases provided for in Article VIII.D
of the Plan (provided, that, for the avoidance of doubt, Holders of Administrative Expense Claims and Priority Tax
Claims that do not hold Claims or Interests in any Class that timely File an objection to the third party releases provided pursuant
to Article VIII.D shall not be Releasing Parties); (ix) all Holders of Claims or Interests that vote to accept the Plan;
(x) all Holders of Claims or Interests that are entitled to vote on the Plan who vote to reject the Plan and do not affirmatively
opt out of the third party releases provided for in Article VIII.D by checking the box on the applicable Ballot indicating
that they opt not to grant such releases in the Plan submitted on or before the Voting Deadline; and (xi) with respect to each of
the foregoing Entities in clauses (i) through (x), such Entity and its current and former Affiliates, and such Entities’ and
their current and former Affiliates’ current and former directors, managers, officers, equity holders (regardless of whether such
interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective current
and former equity holders, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors,
partners, attorneys, accountants, managed accounts or funds, management companies, fund advisors, investment bankers, consultants, representatives,
and other professionals, each in its capacity as such.


 


322.            “Reorganized
Debtors” means the Debtors, or any successors thereto, by merger, consolidation, or otherwise, on or after the Effective Date,
including Reorganized Hertz Parent and Reorganized Hertz Corp.


 


323.            “Reorganized
Debtor Organizational Documents” means the form of the certificates or articles of incorporation, bylaws, or such other applicable
formation documents of each Reorganized Debtor, all in form and substance acceptable to the Debtors and the Plan Sponsors in good faith.


 


324.            “Reorganized
Hertz Corp.” means reorganized Hertz Corp., or any successors thereto, by merger, consolidation, or otherwise on or after the
Effective Date.


 


325.            “Reorganized
Hertz Corp. Board” means the initial board of directors of Reorganized Hertz Corp. as identified in the Plan Supplement.


 


326.            “Reorganized
Hertz Corp. Organizational Documents” means the form of the certificates or articles of incorporation, bylaws, or such other
applicable formation documents of Reorganized Hertz Corp., which forms shall be included in the Plan Supplement all in form and substance
acceptable to the Debtors, and which shall be in form and substance acceptable to the Plan Sponsors in good faith.


 


327.            “Reorganized
Hertz Parent” means reorganized Hertz Global Holdings, Inc., a Delaware corporation, or any successors thereto, by merger,
consolidation, or otherwise, on or after the Effective Date.


 


328.            “Reorganized
Hertz Parent Board” means the initial board of directors of Reorganized Hertz Parent, as identified in the Plan Supplement;
provided, that at least a majority of the directors shall be appointed by the Plan Sponsors (other than Apollo).


 


329.            “Reorganized
Hertz Parent Common Interests” means the single class of common stock of Reorganized Hertz Parent to be issued upon Consummation
of the Plan.


 






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330.            “Reorganized
Hertz Parent Organizational Documents” means the form of the certificates or articles of incorporation, bylaws, or such other
applicable formation documents of Reorganized Hertz Parent, which forms shall be included in the Plan Supplement all in form and substance
acceptable to the Debtors, and which shall be in form and substance acceptable to the Plan Sponsors in good faith.


 


331.            “Requisite
Consenting Investors” shall have the meaning set forth in the Plan Support Agreement.


 


332.            “Restructuring”
means the restructuring of the existing debt and other obligations of the Debtors and their non-Debtor Affiliates on the terms and conditions
set forth in the Plan and Plan Supplement and consistent in all respects with the Plan Support Agreement and Equity Commitment Documents.


 


333.            “Restructuring
Transactions” shall have the meaning set forth in Article IV.B hereof.


 


334.            “Restructuring
Transactions Memorandum” means the memorandum outlining as necessary certain of the steps the Debtors and/or Reorganized Debtors
shall take to implement the Restructuring Transactions and HHN Restructuring as set forth in the Plan and Plan Supplement which shall
be consistent in all respects with the Plan and Equity Commitment Agreement.


 


335.            “Rights
Offering” means that certain offering of rights pursuant to which each Holder of an Allowed Existing Hertz Parent Common Interests
is entitled to receive Shareholder Subscription Rights to acquire, to the extent it is an Eligible Existing Hertz Shareholder, its Pro
Rata share of $1,635,000,000.00 in Reorganized Hertz Parent Common Interests and each Holder of an Allowed Unsecured Funded Debt Claim
is entitled to receive Bondholder Subscription Rights to acquire, to the extent it is an Eligible Unsecured Funded Debt Holder, its Pro
Rata Share of the amount of such $1,635,000,000.00 in Reorganized Hertz Parent Common Interests not acquired by Holders of Allowed Existing
Hertz Parent Common Interests after taking into account all exercised Shareholder Subscription Rights, all in accordance with the Equity
Commitment Agreement and the Rights Offering Procedures.


 


336.            “Rights
Offering Backstop Commitment” shall have the meaning set forth in the Stock Purchase Agreement.


 


337.            “Rights
Offering Procedures” means, collectively, the procedures governing and for the implementation of the Rights Offering in a form
acceptable to the Debtors and the Plan Sponsors, consistent with the Plan Support Agreement and the Equity Commitment Documents, and
approved by the Bankruptcy Court.


 


338.            “Schedule
of Retained Causes of Action” means a schedule of retained Causes of Action filed in connection with the Plan Supplement, in
form and substance acceptable to the Debtors and the Plan Sponsors.


 


339.            “Schedules”
means, collectively, the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases, and statements of
financial affairs Filed by the Debtors on August 11, 2020 [Docket Nos. 964-1023] pursuant to section 521 of the Bankruptcy Code
and in substantial accordance with the Official Bankruptcy Forms, as amended on November 21, 2020 [Docket Nos. 1824, 1826-1880,
1882, 1884-1886, 1889] and April 14, 2021 [Docket Nos. 3892-3896], as the same may be further amended, modified, or supplemented
from time to time.


 


340.            “SEC”
means the United States Securities and Exchange Commission.


 






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341.            “Second
Interim HVF Master Lease Settlement Order” means the Second Order Resolving Certain Matters Related to the HVF II Master
Lease Agreement [Docket No. 2489].


 


342.            “Second
Lien Indenture Trustee Fees” means, collectively, to the extent not previously paid in connection with the Chapter 11 Cases,
the reasonable and documented fees (including, without limitation, legal fees), costs, and expenses incurred by the Second Lien Note
Trustees that are required to be paid under the Second Lien Note Documents.


 


343.            “Second
Lien Note Claims” means all Claims against any Debtor arising from or based upon the Second Lien Note Indenture or any other
Second Lien Note Document, which principal outstanding as of the Petition Date was in the aggregate amount equal to approximately $350,000,000.00,
plus all accrued but unpaid interest (including postpetition interest) at the applicable rate, costs, fees, indemnities, Second Lien
Indenture Trustee Fees, and any Claims against the Debtors not duplicative of the foregoing, due, owing, and payable to the Second Lien
Note Trustee, the Holders of Second Lien Note Claims, or their professionals pursuant to the Cash Collateral Order, including any professionals’
fees and expenses.


 


344.            “Second
Lien Note Documents” means the Second Lien Note Indenture and all related agreements and documents, including any collateral
agreements, executed by any of the Debtors in connection with the Second Lien Note Indenture.


 


345.            “Second
Lien Note Indenture” means that certain Indenture (as the same may have been amended, modified, or supplemented from time to
time), dated as of June 6, 2017, by and among Hertz Corp., as issuer, and the Second Lien Note Trustee.


 


346.            “Second
Lien Notes” means the senior secured second priority notes issued by Hertz Corp. pursuant to the Second Lien Notes Indenture.


 


347.            “Second
Lien Note Trustee” means BOKF, National Association, in its capacity as successor trustee and collateral agent under the Second
Lien Note Indenture and the other Second Lien Note Documents, including any successor thereto.


 


348.            “Second
Lien Note Trustee Charging Lien” means any Lien or other priority of payment to which the Second Lien Note Trustee is entitled
under the Second Lien Note Indenture, or any ancillary documents, instruments, or agreements, against distributions to be made to Holders
of Claims for payment of any Second Lien Indenture Trustee Fees.


 


349.            “Secured”
means, when referring to a Claim, a Claim secured by a Lien on property in which the applicable Estate has an interest, which Lien is
valid, perfected, and enforceable pursuant to applicable law or by a Final Order, or that is subject to setoff pursuant to section 553
of the Bankruptcy Code, to the extent of the value of the applicable creditor’s interest in such Estate’s interest in such
property or to the extent of the amount subject to setoff, as applicable, in each case, as determined pursuant to section 506(a) of
the Bankruptcy Code.


 


350.            “Secured
Tax Claim” means any Secured Claim against any Debtor that, absent its secured status, would be entitled to priority in right
of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured
Claim for penalties.


 


351.            “Securities
Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a–77aa, as amended, together with the rules and
regulations promulgated thereunder.


 






    31


     


    

 


352.            “Security”
shall have the meaning set forth in section 101(49) of the Bankruptcy Code.


 


353.            “Senior
Management Group” means (i) Paul Stone, (ii) Kenny Cheung, (iii) M. David Galainena, (iv) Opal Perry, (v) Darren
Arrington, (vi) Eric Leef, (vii) Laura Suenon Nestar, (viii) Joseph McPherson, (ix) Jeffrey Adams, (x) Robert
Massengill, and (xi) Jayesh Patel.


 


354.            “Series 2013-G1
Collateral” means the collateral defined in the Series 2013-G1 Supplement.


 


355.            “Series 2013-G1
Note” means the Series 2013-G1 Variable Funding Rental Car Asset Backed Note issued by HVF and authenticated by or on
behalf of the HVF Trustee pursuant to the Series 2013-G1 Supplement.


 


356.            “Series 2013-G1
Supplement” means the Amended and Restated Series 2013-G1 Supplement to the HVF Base Indenture, dated as of October 31,
2014, between HVF and the HVF Trustee, as amended from time to time.


 


357.            “Shareholder
Subscription Rights” means the subscription rights distributed to Holders of Allowed Existing Hertz Parent Interests to participate
in the Rights Offering offered in accordance with the Equity Commitment Agreement and the Rights Offering Procedures.


 


358.            “Shareholder
Subscription Rights Auction” means that certain auction conducted in accordance with the Rights Offering Procedures pursuant
to which holders of Existing Hertz Parent Interests that are not Eligible Existing Hertz Shareholders may elect to have their Shareholder
Subscription Rights sold pursuant to a competitive auction process.


 


359.            “Specified
Prepetition KERP Participants” means any individual that (i) received a payment on account of the Prepetition KERP Program,
(ii) is required by the terms of the Prepetition KERP Program to return all or a portion of the payment to the Debtors, and (iii) as
of April 13, 2021, has failed to repay such amount to the Debtors.


 


360.            “Subordinated
510(b) Interests” means any Claim related to any Interests against any Debtor that is subject to Section 510(b) of
the Bankruptcy Code, whether arising from rescission of a purchase or sale of an Interest in the Debtors or an Affiliate of the Debtors,
for damages arising from such transaction, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account
of such Claim, or otherwise.


 


361.            “Subscription
Rights” means, collectively, (i) the Shareholder Subscription Rights and (ii) the Bondholder Subscription Rights.


 


362.            “Subsidiary
Guarantors” means Debtors (i) Thrifty Rent-A-Car System, LLC; (ii) Thrifty, LLC; (iii) Dollar Thrifty Automotive
Group, Inc.; (iv) Firefly Rent A Car LLC; (v) Dollar Rent A Car, Inc.; (vi) Donlen Corporation; (vii) DTG
Operations, Inc.; (viii) Hertz Car Sales LLC; (ix) DTG Supply, LLC; (x) Hertz Global Services Corporation; (xi) Hertz
Local Edition Corp.; (xii) Hertz Local Edition Transporting, Inc.; (xiii) Hertz System, Inc.; (xiv) Smartz Vehicle
Rental Corporation; (xv) Thrifty Car Sales, Inc.; (xvi) Hertz Technologies, Inc.; (xvii) TRAC Asia Pacific, Inc.;
(xviii) Hertz Transporting, Inc.; and (xix) Rental Car Group Company, LLC.


 


363.            “Substantial
Contribution Claim” means a Claim for compensation or reimbursement of costs and expenses relating to services rendered in
making a substantial contribution in the Chapter 11 Cases pursuant to section 503(b)(3), (4), or (5) of the Bankruptcy Code.


 






    32


     


    

 


364.            “Tail
D&O Policy” means an insurance policy that provides sufficient liability insurance coverage for the six-year period following
the Effective Date for the benefit of the Debtors’ current and former directors, managers, officers, and employees on terms no
less favorable to the directors, managers, officers, and employees than the Debtors’ existing director, officer, manager, and employee
coverage and with an available aggregate limit of liability upon the Effective Date, which is acceptable to the Debtors and of no less
than the aggregate limit of liability under the existing director, officer, manager, and employee coverage upon placement.


 


365.            “TCL
Funding” means TCL Funding Limited Partnership.


 


366.            “Transaction
Expenses” means, collectively, 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 LLP, (ii) Paul, Weiss,
Rifkind, Wharton & Garrison, LLP, (iii) Klehr Harrison Harvey Branzburg LLP, (iv) Morris, Nichols, Arsht &
Tunnell LLP, (v) Alvarez & Marsal Corporate Performance Improvement, LLC, (vi) Guggenheim Securities, LLC, (vii) Glenn
Agre Bergman & Fuentes LLP, (vii) Pericles Capital Advisors, LLC, and (viii) any other accountants, financial advisors
and other professionals, advisors, and consultants retained by the Plan Sponsors, Amarillo, or the Ad Hoc Equity Committee with the consent
of the Debtors (such consent not to be unreasonably withheld), in each case solely to the extent incurred on behalf of the Plan Sponsors
to implement the Restructuring Transactions.


 


367.            “U.S.
Trustee” means the Office of the United States Trustee for the District of Delaware.


 


368.            “Unexpired
Lease” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under sections
365 or 1123 of the Bankruptcy Code.


 


369.            “Unimpaired”
means, with respect to a Claim or a Class of Claims or Interests, a Claim or an Interest that is unimpaired within the meaning of
section 1124 of the Bankruptcy Code.


 


370.            “Unsecured”
means, with respect to any Claim, any Claim that is not a Secured Claim, including, for the avoidance of doubt, (i) Unsecured Funded
Debt Claims; (ii) HHN Notes Guarantee Claims; and (iii) General Unsecured Claims.


 


371.            “Unsecured
Funded Debt Claims” means (i) the Unsecured Notes Claims, and (ii) the ALOC Facility Claims.


 


372.            “Unsecured
Noteholders” means, collectively, (i) the 5.500% Unsecured Noteholders; (ii) the 6.000% Unsecured Noteholders; (iii) the
6.250% Unsecured Noteholders; and (iv) the 7.125% Unsecured Noteholders, each from time to time, in their capacity as such.


 


373.            “Unsecured
Notes” means, collectively, (i) the 5.500% Unsecured Notes, (ii) the 6.000% Unsecured Notes, (iii) the 6.250%
Unsecured Notes, and (iv) the 7.125% Unsecured Notes.


 


374.            “Unsecured
Notes Claims” means, collectively, (i) the 5.500% Unsecured Note Claims; (ii) the 6.000% Unsecured Note Claims; (iii) the
6.250% Unsecured Note Claims; and (iv) the 7.125% Unsecured Note Claims.


 


375.            “Unsecured
Notes Documents” means, collectively, (i) the 5.500% Unsecured Note Documents; (ii) the 6.000% Unsecured Note Documents;
(iii) the 6.250% Unsecured Note Documents; and (iv) the 7.125% Unsecured Note Documents.


 






    33


     


    

 


376.            “Unsecured
Notes Trustees” means, collectively, (i) the 5.500% Unsecured Notes Trustee; (ii) the 6.000% Unsecured Notes Trustee;
(iii) the 6.250% Unsecured Notes Trustee; and (iv) the 7.125% Unsecured Note Trustee.


 


377.            “Unsecured
Notes Trustees’ Fees” means, collectively, to the extent not previously paid in connection with the Chapter 11 Cases,
the reasonable and documented fees, costs, and expenses (including, without limitation, legal fees) incurred by the Unsecured Notes Trustees
that are required to be paid under the Unsecured Notes Documents.


 


378.            “Unsubscribed
Shares” shall have the meaning ascribed to such term in the Equity Commitment Agreement.


 


379.            “Voting
Deadline” means 4:00 p.m. (prevailing Eastern Time) on June 1, 2021, as specifically set forth in the Disclosure
Statement Order, which is the deadline for submitting Ballots to accept or reject the Plan in accordance with section 1126 of the Bankruptcy
Code.


 


	B.	Rules of
                                            Interpretation



 


For purposes herein: (i) in
the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and
pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (ii) except
as otherwise provided herein, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document
being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form
or substantially on those terms and conditions; (iii) except as otherwise provided, any reference herein to an existing document
or exhibit having been Filed or to be Filed shall mean that document or exhibit, as it may thereafter be amended, restated, supplemented,
or otherwise modified in accordance with the Plan; (iv) unless otherwise specified herein, all references herein to “Articles”
are references to Articles of the Plan or hereto; (v) unless otherwise stated herein, the words “herein,” “hereof,”
and “hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (vi) captions
and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation
hereof; (vii) the words “include” and “including,” and variations thereof, shall not be deemed to be terms
of limitation, and shall be deemed to be followed by the words “without limitation”; (viii) unless otherwise specified,
the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the Plan; (ix) any term used in capitalized
form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning
assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (x) any docket number references in the
Plan shall refer to the docket number of any document Filed with the Bankruptcy Court in the Chapter 11 Cases; (xi) references to
 “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the like shall include “Proofs
of Interest,” “Holders of Interests,” “Disputed Interests,” and the like as applicable; (xii) references
to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or
 “managers,” as applicable, as such terms are defined under the applicable state limited liability company laws; (xiii) any
immaterial effectuating provisions may be interpreted by the Debtors, or after the Effective Date, the Reorganized Debtors (in consultation
with the Plan Sponsors), in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice
to or action, order, or approval of the Bankruptcy Court or any other Entity; and (xiv) except as otherwise provided, any references
to the Effective Date shall mean the Effective Date or as soon as reasonably practicable thereafter.


 


	C.	Computation
                                            of Time



 


Unless otherwise specifically
stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed
herein. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such
transaction shall instead occur on the next Business Day.


 






    34


     


    

 


	D.	Governing
                                            Law



 


Unless a rule of law
or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated
herein, the laws of the State of Delaware, without giving effect to the principles of conflict of laws, shall govern the rights, obligations,
construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection
with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control); provided,
that corporate or limited liability company governance matters relating to the Debtors or the Reorganized Debtors, as applicable,
not incorporated or formed (as applicable) in the State of Delaware shall be governed by the laws of the state of incorporation or formation
(as applicable) of the applicable Debtor or Reorganized Debtor.


 


	E.	Consultation, Information,
                                            Notice, and Consent Rights



 


Any and all consultation,
information, notice, and consent rights of the Plan Sponsors, the Equity Commitment Parties, and the Committee, if any, set forth in
the Plan Support Agreement, the Equity Commitment Agreement, or any Definitive Document, with respect to the form and substance of the
Plan, all exhibits to the Plan, the Plan Supplement, and all other Definitive Documents, including any amendments, restatements, supplements,
or other modifications to such agreements and documents, shall be incorporated herein by this reference and shall be fully enforceable
as if stated herein.


 


Failure to reference the
rights referred to in the immediately preceding paragraph as such rights relate to any document referenced in the Plan Support Agreement,
Equity Commitment Agreement, other Definitive Document, or herein shall not impair such rights or obligations.


 


	F.	Reference
                                            to Monetary Figures



 


All references in the Plan
to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided herein. Any conversion
required to convert foreign currency to United States dollars shall be done using the applicable exchange rates on the Petition Date.


 


	G.	Reference
                                            to the Debtors or the Reorganized Debtors



 


Except as otherwise specifically
provided in the Plan to the contrary, references in the Plan to the Debtors or the Reorganized Debtors shall mean the Debtors and the
Reorganized Debtors, as applicable, to the extent the context requires.


 


	H.	Controlling
                                            Document



 


In the event of an inconsistency
between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency
between the Plan and the Plan Supplement, the terms of the relevant document in the Plan Supplement shall control (unless stated otherwise
in such Plan Supplement document or in the Confirmation Order). In the event of an inconsistency between the Confirmation Order and the
Plan, the Disclosure Statement, or the Plan Supplement, the Confirmation Order shall control.


 






    35


     


    

 


Article II.

ADMINISTRATIVE CLAIMS AND PRIORITY CLAIMS


 


In accordance with section
1123(a)(1) of the Bankruptcy Code, (i) Administrative Claims, including DIP Claims, HVF Master Lease Administrative Claims,
Professional Fee Claims, Canadian Fleet Financing Administrative Claims, Interim Fleet Financing Administrative Claims, and postpetition
Intercompany Claims, and (ii) Priority Tax Claims have not been classified and, thus, are excluded from the classification of Claims
and Interests set forth in Article III.


 


	A.	Administrative
                                            Claims



 


Except with respect to Professional
Fee Claims, DIP Claims, HVF Master Lease Administrative Claims, Canadian Fleet Financing Administrative Claims, Interim Fleet Financing
Administrative Claims, and Priority Tax Claims and except to the extent that an Administrative Claim has already been paid during the
Chapter 11 Cases or a Holder of an Allowed Administrative Claim and the applicable Debtor, or after the Effective Date, such Holder and
the applicable Reorganized Debtor agree to less favorable treatment, each Holder of an Allowed Administrative Claim shall be paid in
full in Cash (i) if such Administrative Claim is Allowed as of the Effective Date, on or as soon as reasonably practicable after
the Effective Date; or (ii) if such Administrative Claim is not Allowed as of the Effective Date, upon entry of an order of the
Bankruptcy Court Allowing such Claim, or as soon as reasonably practicable thereafter; provided, that if an Allowed Administrative
Claim arises from liabilities incurred by the Debtors’ Estates in the ordinary course of business after the Petition Date, including
postpetition rent owed pursuant to assumed Unexpired Leases, such Claim shall be paid in accordance with the terms and conditions of
the particular transaction giving rise to such Claim in the ordinary course.


 


Except as otherwise provided
in this Article II.A or the Claims Bar Date Order, and except with respect to Administrative Claims that are Professional
Fee Claims, DIP Claims, HVF Master Lease Administrative Claims, or Transaction Expenses, requests for payment of Allowed Administrative
Claims must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Confirmation Order and the notice
of entry of the Confirmation Order no later than the Administrative Claims Bar Date; provided, that the Administrative
Claims Bar Date does not apply to Professional Fee Claims or Administrative Claims arising in the ordinary course of business, including
postpetition rent owed pursuant to assumed Unexpired Leases.


 


The Reorganized Debtors,
in consultation with the Plan Sponsors, may settle Administrative Claims in the ordinary course of business without further Bankruptcy
Court approval. The Debtors or the Reorganized Debtors, as applicable, may also choose to object to any Administrative Claim no later
than the Administrative Claims Objection Deadline, subject to extensions by the Bankruptcy Court, agreement in writing of the parties,
or on motion of a party in interest approved by the Bankruptcy Court. Unless the Debtors or the Reorganized Debtors (or other party with
standing) object to a timely-Filed and properly served Administrative Claim, such Administrative Claim will be deemed Allowed in the
amount requested. In the event that the Debtors or the Reorganized Debtors object to an Administrative Claim, the parties may confer
to try to reach a settlement and, failing that, the Bankruptcy Court will determine whether such Administrative Claim should be Allowed
and, if so, in what amount.


 


HOLDERS OF ADMINISTRATIVE
CLAIMS THAT ARE REQUIRED TO, BUT DO NOT, FILE AND SERVE A REQUEST FOR PAYMENT OF SUCH ADMINISTRATIVE CLAIMS BY THE ADMINISTRATIVE CLAIMS
BAR DATE SHALL BE FOREVER BARRED, ESTOPPED, AND ENJOINED FROM ASSERTING SUCH ADMINISTRATIVE CLAIMS AGAINST THE DEBTORS OR THEIR PROPERTY,
AND SUCH ADMINISTRATIVE CLAIMS SHALL BE DEEMED DISCHARGED AS OF THE EFFECTIVE DATE.


 






    36


     


    

 


	B.	DIP
                                            Claims



  


All DIP Claims shall be deemed
Allowed as of the Effective Date in an amount equal to the aggregate amount of the then outstanding DIP Obligations (as defined in the
DIP Order), including (i) the principal amount outstanding under the DIP Financing on such date; (ii) all interest accrued
and unpaid thereon through and including the date of payment; and (iii) all accrued and unpaid fees, expenses, and indemnification
obligations payable under the DIP Loan Documents, including, the reasonable and documented fees and expenses of the attorneys and other
advisors (including financial advisors) of the DIP Agent and the DIP Lenders to the extent provided in the DIP Loan Documents. Except
to the extent that a Holder of an Allowed DIP Claim agrees to a less favorable treatment, in full and final satisfaction, settlement,
release, and discharge of, and in exchange for, each Allowed DIP Claim, each such Allowed DIP Claim shall be indefeasibly paid in full,
in Cash, by the Debtors on the Effective Date or such later date as the DIP Claims become due and payable pursuant to any agreement such
Holder and the Debtors or the Reorganized Debtors. Distributions to Holders of DIP Claims shall be deemed completed when made to (or
at the direction of) the DIP Agent, which shall be deemed to be the Holder of such Claims for purposes of distributions to be made hereunder.
Once received by the DIP Agent, distributions shall be made as soon as practicable to the Holders of Allowed DIP Claims in accordance
with the DIP Credit Agreement. Contemporaneously with the foregoing payment, the DIP Financing and the DIP Loan Documents shall be deemed
canceled, all commitments under the DIP Loan Documents shall be deemed terminated, all Liens on property of the Debtors and the Reorganized
Debtors arising out of or related to the DIP Financing shall automatically terminate, all obligations of the Debtors or the Reorganized
Debtors, as applicable, arising out of or related to the DIP Claims shall be automatically discharged and released and all collateral
subject to such Liens shall be automatically released, in each case without further action by the DIP Agent or the DIP Lenders and all
guarantees of the Debtors and Reorganized Debtors arising out of or related to the DIP Claims shall be automatically discharged and released,
in each case without further action by the DIP Agent or the DIP Lenders. The DIP Agent and the DIP Lenders shall take all actions to
effectuate and confirm such termination, release and discharge as reasonably requested by the Debtors or the Reorganized Debtors; provided,
that any provisions of the “DIP Loan Documents” (as such term is defined in the DIP Order) governing the DIP Financing
facility that by their terms survive the payoff and termination of such facility shall survive in accordance with the terms of such DIP
Loan Documents. Notwithstanding anything to the contrary in this paragraph, the DIP Loan Documents shall survive to the extent necessary
to preserve any rights of the DIP Agent (i) as against any money or property distributable to the Holders of DIP Claims, including
any priority in respect of payment and (ii) to appear and be heard in the Chapter 11 Cases or in any proceeding relating to the
Debtors in the Bankruptcy Court or any other court to enforce the respective obligations owed to the DIP Agent under the Plan.


 


Subsequent to the performance
by the DIP Agent of its obligations under the Plan, the DIP Agent and its respective agents shall be relieved of all further duties and
responsibilities related to the DIP Loan Documents upon the occurrence of the Effective Date, except with respect to such other rights
and obligations of the DIP Agent (if any) that, pursuant to the express terms of the DIP Loan Documents, survive the termination of the
DIP Loan Documents.


 


	C.	HVF
                                            Master Lease Administrative Claims



 


The payment of the HVF II
Obligations on the HVF II Notes Repayment Date shall constitute the full and final satisfaction, settlement, release, and discharge of
each HVF Master Lease Administrative Claim against the Debtors.


 






    37


     


    

 


	D.	Postpetition
                                            Fleet Financing Administrative Claims



 


Each Reorganized Debtor shall
assume all of its obligations under the Canadian Fleet Financing Debtor Documents to the extent of such obligations and, as of the Effective
Date, such obligations shall become obligations of such Reorganized Debtor as provided in the Canadian Fleet Financing Debtor Documents
according to their terms and shall be Unimpaired. Upon such assumption, all of the Canadian Fleet Financing Administrative Claims shall
be deemed satisfied in full, including any Administrative Claims granted under section 364(c) of the Bankruptcy Code.


 


To the extent HVIF does not
repay in full in Cash the then-outstanding obligations with respect to the Interim Fleet Financing Notes pursuant to Article IV.H
of this Plan, each Reorganized Debtor shall assume all of its obligations under the Interim Fleet Financing Debtor Facility Documents
to the extent of such obligations and, as of the Effective Date, such obligations shall become obligations of such Reorganized Debtor
as provided in the Interim Fleet Financing Debtor Facility Documents according to their terms and shall be Unimpaired. Upon such assumption,
all of the Interim Fleet Financing Administrative Claims shall be deemed satisfied in full, including any Administrative Claims granted
under section 364(c) of the Bankruptcy Code.


 


	E.	Professional
                                            Fee Claims



 


		1.	Final
                                            Fee Applications



 


All final requests for allowance
and payment of Professional Fee Claims must be Filed with the Bankruptcy Court no later than the first Business Day that is forty-five
(45) days after the Effective Date unless otherwise ordered by the Bankruptcy Court. Any objections to Professional Fee Claims shall
be Filed and served no later than twenty-one (21) days after the filing of final requests for allowance and payment of Professional Fee
Claims.


 


		2.	Professional
                                            Fee Claims Estimate



 


Professionals shall estimate
in good faith their unpaid Professional Fee Claims and other unpaid fees and expenses incurred in rendering services compensable by the
Debtors’ Estates before and as of the Effective Date and shall deliver such reasonable, good faith estimate to the Debtors no later
than five (5) Business Days prior to the Effective Date; provided, that such estimate shall not be deemed to limit
the amount of the fees and expenses that are the subject of the Professional’s final request for payment of Filed Professional
Fee Claims. If a Professional does not provide an estimate, the Debtors, in consultation with the Plan Sponsors, shall estimate in good
faith the unpaid and unbilled fees and expenses of such Professional.


 


		3.	Professional
                                            Fee Escrow



 


As soon as reasonably practicable
after the Confirmation Date and no later than the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow with
Cash based on their evaluation of the Professional Fee Claims Estimates, and no Liens, Claims, or Interests shall encumber the Professional
Fee Escrow in any way (whether on account of the New Reorganized Corporate Debt, or otherwise). The Professional Fee Escrow (including
funds held in the Professional Fee Escrow) (i) shall not be and shall not be deemed property of the Debtors or the Reorganized Debtors
and (ii) shall be held in trust for the Professionals and for no other Person or Entity until all Professional Fee Claims have been
irrevocably paid in full; provided, that funds remaining in the Professional Fee Escrow after all Allowed Professional
Fee Claims have been irrevocably paid in full shall revert to the Reorganized Debtors. Allowed Professional Fee Claims shall be paid
in Cash to such Professionals from funds held in the Professional Fee Escrow when such Claims are Allowed by an order of the Bankruptcy
Court; provided that the Debtors’ obligations with respect to Professional Fee Claims shall not be limited nor deemed to
be limited in any way to the balance of funds held in the Professional Fee Escrow.


 






    38


     


    

 


If the amount of funds in
the Professional Fee Escrow is insufficient to fund payment in full of all Allowed Professional Fee Claims and any other Allowed amounts
owed to Professionals, the deficiency shall be promptly funded to the Professional Fee Escrow by the Reorganized Debtors without any
further notice to, action, order, or approval of the Bankruptcy Court or by any other Entity.


  


		4.	Post-Effective
                                            Date Fees and Expenses



 


Except as otherwise specifically
provided in the Plan, on and after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, may, in the ordinary course
of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented
legal, professional, or other fees and expenses related to implementation of the Plan and Consummation incurred by the Debtors, the Reorganized
Debtors and the Distribution Agent, as applicable.


 


Upon the Effective Date,
any requirement that Professionals comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seeking retention, compensation
for services rendered, or reimbursement for expenses incurred on or after such date shall terminate, and the Debtors or the Reorganized
Debtors, as applicable, may employ any Professional in the ordinary course of business without any further notice to or action, order,
or approval of the Bankruptcy Court.


 


	F.	Priority
                                            Tax Claims



 


Except to the extent that
a Holder of an Allowed Priority Tax Claim and the applicable Debtor agree (whether before or after the Effective Date) to a less favorable
treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim,
each Holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of
the Bankruptcy Code and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority
Tax Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code.


 


Article III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS


 


	A.	Summary
                                            of Classification



 


All Claims and Interests,
except for Administrative Claims, including DIP Claims, Canadian Fleet Financing Administrative Claims, Interim Fleet Financing
Administrative Claims, HVF Master Lease Administrative Claims, Professional Fee Claims, Priority Tax Claims, Transaction Expenses, and
postpetition Intercompany Claims are classified in the Classes set forth in this Article III for all purposes, including
voting, Confirmation, and distributions pursuant to the Plan and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code.
A Claim or Interest is classified in a particular Class only to the extent that such Claim or Interest qualifies within the description
of that Class and is classified in other Classes to the extent that any portion of such Claim or Interest qualifies within the description
of such other Classes. A Claim or Interest also is classified in a particular Class for the purpose of receiving distributions pursuant
to the Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and has not been
paid, released, or otherwise satisfied prior to the Effective Date.


 


The classification of Claims
and Interests pursuant to the Plan is as set forth below. All of the potential Classes for the Debtors are set forth herein. Certain
of the Debtors may not have Claims or Interests in a particular Class or Classes, and such Claims shall be treated as set forth
in Article III.B. hereof. The Plan shall constitute a separate Plan for each of the Debtors. For all purposes under the Plan,
each Class contains a sub-Class for each Debtor: (i) Classes 3, 4, 5, and 6 shall be vacant for each Debtor other than
Hertz Corp., the Subsidiary Guarantors and Rental Car Intermediate Holdings, LLC, and (ii) Class 11 shall be vacant for each
Debtor other than Hertz Parent. Voting tabulations for recording acceptances or rejections of the Plan shall be conducted on a Debtor-by-Debtor
basis as set forth above.


 






    39


     


    

 


The classification of Claims
and Interests against each Debtor (as applicable) pursuant to the Plan is as follows:


 


	Class	Applicable
    Entities	Claim
    / Interest	Status	Voting
    Rights
	1	Each
    Debtor	Other
    Priority Claims	Unimpaired	Not
    Entitled to Vote

    (Presumed to Accept)
	2	Each
    Debtor	Other
    Secured Claims	Unimpaired	Not
    Entitled to Vote

    (Presumed to Accept)
	3	Hertz
    Corp., the Subsidiary Guarantors, and Rental Car Intermediate Holdings, LLC	First
    Lien Claims	Unimpaired	Not
    Entitled to Vote

    (Presumed to Accept)
	4	Hertz
    Corp., the Subsidiary Guarantors, and Rental Car Intermediate Holdings, LLC	Second
    Lien Note Claims	Unimpaired	Not
    Entitled to Vote

    (Presumed to Accept)
	5	Hertz
    Corp., the Subsidiary Guarantors, and Rental Car Intermediate Holdings, LLC	Unsecured
    Funded Debt Claims	Unimpaired	Not
    Entitled to Vote

    (Presumed to Accept)
	6	Hertz
    Corp., the Subsidiary Guarantors, and Rental Car Intermediate Holdings, LLC	HHN
    Notes Guarantee Claims	Unimpaired	Not
    Entitled to Vote

    (Presumed to Accept)
	7	Each
    Debtor	General
    Unsecured Claims	Unimpaired	Not Entitled to Vote

    (Presumed to Accept)

	8	Each
    Debtor	Prepetition
    Intercompany Claims	Unimpaired 	Not
    Entitled to Vote

    (Presumed to Accept)
	9	RESERVED	N/A	N/A	N/A
	10	Each
    Debtor	Intercompany
    Interests	Unimpaired	Not
    Entitled to Vote

    (Presumed to Accept)
	11	Hertz
    Parent	Existing
    Hertz Parent Interests 	Impaired	Entitled
    to Vote


 






    40


     


    

 


		B.	Treatment
                                            of Claims and Interests



 


		1.	Class 1
                                            – Other Priority Claims



 


		a.	Classification:
                                            Class 1 consists of all Other Priority Claims against each Debtor.



 


		b.	Treatment:
                                            Except to the extent that a Holder of an Allowed Other Priority Claim and the applicable
                                            Debtor prior to the Effective Date, or after the Effective Date, such Holder and the applicable
                                            Reorganized Debtor agree to a less favorable treatment, in full and final satisfaction, compromise,
                                            settlement, release, and discharge of and in exchange for such Allowed Other Priority Claim,
                                            each such Holder shall receive payment in full, in Cash, of the unpaid portion of its Allowed
                                            Other Priority Claim on the Effective Date or as soon thereafter as reasonably practicable
                                            (or, if payment is not then due, shall be paid in accordance with its terms in the ordinary
                                            course).



 


		c.	Voting:
                                            Class 1 is Unimpaired under the Plan. Each Holder of an Allowed Other Priority Claim
                                            is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
                                            Bankruptcy Code. Therefore, Holders of Allowed Other Priority Claim are not entitled to vote
                                            to accept or reject the Plan.



 


		2.	Class 2
                                            – Other Secured Claims



 


		a.	Classification:
                                            Class 2 consists of all Other Secured Claims against each Debtor.



 


		b.	Treatment:
                                            Except to the extent that a Holder of an Allowed Other Secured Claim and the applicable Debtor
                                            prior to the Effective Date, or after the Effective Date, such Holder and the applicable
                                            Reorganized Debtor agree to a less favorable treatment, in full and final satisfaction, compromise,
                                            settlement, release, and discharge of and in exchange for such Allowed Other Secured Claim,
                                            each such Holder shall receive at the applicable Debtor’s, or the applicable Reorganized
                                            Debtor’s, discretion:



 


		(i)	payment
                                            in full in Cash of the unpaid portion of such Holder’s Allowed Other Secured Claim
                                            on the Effective Date or as soon thereafter as reasonably practicable (or if payment is not
                                            then due, payment shall be made in accordance with its terms in the ordinary course);



 


		(ii)	Reinstatement
                                            of such Holder’s Allowed Other Secured Claim;



 






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		(iii)	the
                                            applicable Debtor’s interest in the collateral securing such Holder’s Allowed
                                            Other Secured Claim; or



 


		(iv)	such
                                            other treatment rendering such Holder’s Allowed Other Secured Claim Unimpaired.



 


		c.	Voting:
                                            Class 2 is Unimpaired under the Plan. Each Holder of an Allowed Other Secured Claim
                                            is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
                                            Bankruptcy Code. Therefore, Holders of Allowed Other Secured Claims are not entitled to vote
                                            to accept or reject the Plan.



 


		3.	Class 3
                                            - First Lien Claims



 


		a.	Classification:
                                            Class 3 consists of all First Lien Claims against (i) Hertz Corp.; (ii) the
                                            Subsidiary Guarantors; and (iii) Rental Car Intermediate Holdings, LLC.



 


		b.	Allowance:
                                            First Lien Claims shall be Allowed against Hertz Corp. and each Subsidiary Guarantor in the
                                            amount of $1,271,932,486.00, minus the First Lien Donlen Paydown Amount, plus letters of
                                            credit drawn after the Petition Date, plus the First Lien Hedge Claims, plus all accrued
                                            and unpaid interest (at the non-default rate for Eurocurrency Loans (as defined in the First
                                            Lien Credit Agreement) and not including any interest on obligations to cash collateralize
                                            letters of credit, in each case, unless the Bankruptcy Court orders otherwise, including
                                            with respect to the applicable interest rate), costs, and fees, in each case owed under the
                                            First Lien Loan Documents, from the Petition Date through the Effective Date as required
                                            to render the First Lien Claims Unimpaired.



 


		c.	Treatment:
                                            On the Effective Date, in full and final satisfaction, compromise, settlement, release, and
                                            discharge of and in exchange for such Claim, each Holder of an Allowed First Lien Claim shall
                                            receive payment in full, in Cash, of the unpaid portion of its liquidated Allowed First Lien
                                            Claim on the Effective Date and with respect to any unliquidated Claim with respect to undrawn
                                            letters of credit shall retain all legal and equitable rights with respect to such Claims
                                            until such letters of credit are released.



 


		d.	Voting:
                                            Class 3 is Unimpaired under the Plan. Each Holder of an Allowed First Lien Claim is
                                            conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy
                                            Code. Therefore, Holders of Allowed First Lien Claims are not entitled to vote to accept
                                            or reject the Plan.



 


		4.	Class 4
                                            – Second Lien Note Claims



 


		a.	Classification:
                                            Class 4 consists of all Second Lien Note Claims against (i) Hertz Corp. and (ii) the
                                            Subsidiary Guarantors.



 


		b.	Allowance:
                                            Second Lien Note Claims shall be Allowed against Hertz Corp. and each Subsidiary Guarantor
                                            in the amount of $362,750,694.00 plus all accrued and unpaid interest (including interest
                                            accruing after the Petition Date), Second Lien Indenture Trustee Fees, costs, and other fees,
                                            in each case owed under the Second Lien Note Documents, from the Petition Date through the
                                            Effective Date as required to render the Second Lien Note Claims Unimpaired.



 






    42


     


    

 


		c.	Treatment:
                                            On the Effective Date, in full and final satisfaction, compromise, settlement, release, and
                                            discharge of and in exchange for such Claim, each Holder of an Allowed Second Lien Note Claim
                                            shall receive payment in full, in Cash of the Allowed amount of such Claim against Hertz
                                            Corp. and the Subsidiary Guarantors.



 


		d.	Voting:
                                            Class 4 is Unimpaired under the Plan. Each Holder of an Allowed Second Lien Note Claim
                                            is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the
                                            Bankruptcy Code. Therefore, Holders of Allowed Second Lien Note Claims are not entitled to
                                            vote to accept or reject the Plan.



 


		5.	Class 5
                                            – Unsecured Funded Debt Claims



 


		a.	Classification:
                                            Class 5 consists of all Unsecured Funded Debt Claims against (i) Hertz Corp.; (ii) the
                                            Subsidiary Guarantors; and (iii) solely with respect to ALOC Facility Claims, Rental
                                            Car Intermediate Holdings, LLC.



 


		b.	Allowance:



 


		(i)	Unsecured
                                            Notes Claims shall be Allowed against Hertz Corp and the Subsidiary Guarantors in the amounts
                                            set forth below:



 


	Unsecured Funded Debt Claim	 	Allowed Amount	 
	5.500% Unsecured Note Claims	 	$	804,522,222.00	 
	6.000% Unsecured Note Claims	 	$	926,700,000.00	 
	6.250% Unsecured Note Claims	 	$	503,211,806.00	 
	7.125% Unsecured Note Claims	 	$	511,083,333.00	 



 


in each case, plus all accrued and unpaid
interest at the applicable rate, costs, and other fees, in each case to the extent owed and Allowed from the Petition Date through the
Effective Date as required to render the Unsecured Note Claims Unimpaired.


 


		(ii)	ALOC
                                            Facility Claims shall be Allowed against Hertz Corp., the Subsidiary Guarantors, and Rental
                                            Car Intermediate Holdings, LLC only to the extent determined by the Bankruptcy Court and
                                            in no instance in more than an amount equal to the letters of credit drawn with respect to
                                            the ALOC Facility as of the Effective Date plus all accrued and unpaid interest at the applicable
                                            rate, costs, and other fees, in each case to the extent owed and Allowed, from the Petition
                                            Date through the Effective Date as required to render the ALOC Facility Claims Unimpaired.



 






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		c.	Treatment:
                                            On the Effective Date, in full and final satisfaction, compromise, settlement, release, and
                                            discharge of and in exchange for such Claim, each Holder of an Allowed Unsecured Funded Debt
                                            Claim against Hertz Corp., the Subsidiary Guarantors, and, as applicable, Rental Car Intermediate
                                            Holdings, LLC, shall receive payment in full, in Cash of the Allowed amount of such Claim.



  


		d.	Voting:
                                            Class 5 is Unimpaired under the Plan. Each Holder of an Allowed Unsecured Funded Debt
                                            Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of
                                            the Bankruptcy Code. Therefore, Holders of Allowed Unsecured Funded Debt Claims are not entitled
                                            to vote to accept or reject the Plan.



 


		6.	Class 6
                                            – HHN Notes Guarantee Claims



 


		a.	Classification:
                                            Class 6 consists of all HHN Notes Guarantee Claims against (i) Hertz Corp.; (ii) the
                                            Subsidiary Guarantors; and (iii) Rental Car Intermediate Holdings, LLC.



 


		b.	Allowance:
                                            The HHN Notes Guarantee Claims shall be Allowed against Hertz Corp., each Subsidiary Guarantor,
                                            and Rental Car Intermediate Holdings, LLC in an aggregate amount of $790,105,000.00 plus
                                            any accrued and outstanding interest, premiums, and fees, including the HHN Notes Trustee
                                            Fees and Expenses, in each case owed under the HHN Notes Documents, from the Petition Date
                                            through the Effective Date to the extent required to render the HHN Notes Guarantee Claims
                                            Unimpaired.



 


		c.	Treatment:
                                            On the Effective Date or as soon as reasonably practicable thereafter, in full and final
                                            satisfaction, compromise, settlement, release, and discharge of and in exchange for such
                                            Claims, each Holder of an Allowed HHN Notes Guarantee Claim shall receive payment in full,
                                            in Cash, of the Allowed amount of such Claim against Hertz Corp., the Subsidiary Guarantors,
                                            and Rental Car Intermediate Holdings, LLC.



 


		d.	Voting:
                                            Class 6 is Unimpaired under the Plan. Each Holder of an Allowed HHN Notes Guarantee
                                            Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of
                                            the Bankruptcy Code. Therefore, Holders of Allowed HHN Notes Guarantee Claims are not entitled
                                            to vote to accept or reject the Plan.



 


		7.	Class 7
                                            – General Unsecured Claims



 


		a.	Classification:
                                            Class 7 consists of all General Unsecured Claims against a Debtor.



 


		a.	Allowance: 
                                            The 7.000% Unsecured Promissory Note Claims shall be Allowed against Hertz Corp. in an aggregate
                                            amount of $28,274,393.81, plus any other amounts that may be Allowed by the Bankruptcy Court
                                            to the extent required to render the 7.000% Unsecured Promissory Notes Unimpaired. 
                                            The allowance of all other General Unsecured Claims will be determined pursuant to the terms
                                            of this Plan, the Bankruptcy Code, and other applicable law so as to render such Claims Unimpaired.



 






    44


     


    

 


		b.	Treatment:
                                            On the Effective Date or as soon as reasonably practicable thereafter, in full and final
                                            satisfaction, compromise, settlement, release, and discharge of and in exchange for such
                                            Claims, each Holder of an Allowed General Unsecured Claim against a Debtor shall (at the
                                            option of the applicable Debtor or Reorganized Debtor (in consultation with the Plan Sponsors):
                                            (i) be Reinstated or (ii) receive payment in full, in Cash of the Allowed amount
                                            of such Claim.



 


		c.	Voting:
                                            Class 7 is Unimpaired under the Plan. Each Holder of a General Unsecured Claim is conclusively
                                            presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.
                                            Therefore, Holders of General Unsecured Claims are not entitled to vote to accept or reject
                                            the Plan.



 


		8.	Class 8
                                            – Prepetition Intercompany Claims



 


		a.	Classification:
                                            Class 8 consists of all prepetition Intercompany Claims.



 


		b.	Treatment:
                                            Each prepetition Intercompany Claim shall be Reinstated or shall received such treatment
                                            as may be mutually agreed by the applicable Debtors or Reorganized Debtors in consultation
                                            with the Plan Sponsors; provided, however, that the Intercompany Claims of
                                            HIRE (Bermuda) Limited against Hertz Corp. shall be Reinstated.



 


		c.	Voting:
                                            Holders of Claims in Class 8 are conclusively presumed to have accepted the Plan pursuant
                                            to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled
                                            to vote or accept or reject the Plan.



 


		9.	Class 9
                                            - RESERVED



 


		10.	Class 10
                                            – Intercompany Interests



 


		a.	Classification:
                                            Class 10 consists of all Intercompany Interests held by a Debtor in another Debtor.



 


		b.	Treatment:
                                            Intercompany Interests shall be Reinstated so as to maintain the organizational structure
                                            of the Debtors as such structure exists on the Effective Date unless implementation of the
                                            Restructuring requires otherwise.



 


		c.	Voting:
                                            Class 10 is Unimpaired under the Plan. Each Holder of an Intercompany Interest is conclusively
                                            presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.
                                            Therefore, Holders of Intercompany Interests are not entitled to vote to accept or reject
                                            the Plan.



 


		11.	Class 11
                                            – Existing Hertz Parent Interests



 


		a.	Classification:
                                            Class 11 consists of all Existing Hertz Parent Interests.



 






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		b.	Treatment:
                                            Except to the extent that a Holder of an Allowed Existing Hertz Parent Interest agrees to
                                            a similar or less favorable treatment of such Interest, on the Effective Date or as soon
                                            as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement,
                                            release, and discharge of and in exchange for such Interest, each Holder of an Allowed Existing
                                            Hertz Parent Interest shall receive:



 


		(i)	Cash
                                            in an amount equal to $1.53 per share of Existing Hertz Parent Interests held by such Holder;
                                            and



 


		(ii)	its
                                            Pro Rata share of:



 


		(1)	three
                                            (3%) percent of total Reorganized Hertz Parent Common Interests, subject to dilution on account
                                            of the Management Equity Incentive Plan and New Warrants; and



 


		(2)	the
                                            New Warrants; provided that an Eligible Existing Hertz Shareholder may elect to receive
                                            its Pro Rata (based on Existing Hertz Parent Interests held by all Holders of Existing Hertz
                                            Parent Interests) share of the Shareholder Subscription Rights instead of New Warrants by
                                            timely exercising such Subscription Rights in accordance with the Rights Offering Procedures
                                            prior to the Subscription Expiration Deadline (as defined in the Rights Offering Procedures);
                                            provided, further that any holder of Existing Hertz Parent Interests that is
                                            not an Eligible 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 and receive its Pro Rata share of proceeds
                                            of the Shareholder Subscription Rights Auction instead of New Warrants.



 


		c.	Voting:
                                            Class 11 is Impaired under the Plan. Each Holder of an Existing Hertz Parent Interest
                                            is entitled to vote to accept or reject the Plan.



 


	C.	Special
                                            Provision Governing Unimpaired Claims



 


Except as otherwise specifically
provided in the Plan, nothing herein shall be deemed to affect, diminish, or impair the Debtors’ or the Reorganized Debtors’
rights and defenses, both legal and equitable, with respect to any Reinstated Claim or otherwise Unimpaired Claim, including legal and
equitable defenses to setoffs or recoupment against Reinstated Claims or otherwise Unimpaired Claims; and, except as otherwise specifically
provided in the Plan, nothing herein shall be deemed to be a waiver or relinquishment of any Claim, Cause of Action, right of setoff,
or other legal or equitable defense that the Debtors had immediately prior to the Petition Date, against or with respect to any Claim
that is Unimpaired by the Plan. Except as otherwise specifically provided in the Plan, the Reorganized Debtors shall have, retain, reserve,
and be entitled to assert all such Claims, Causes of Action, rights of setoff, and other legal or equitable defenses that the Debtors
had immediately prior to the Petition Date fully as if the Chapter 11 Cases had not been commenced, and all of the Reorganized Debtors’
legal and equitable rights and defenses with respect to any Reinstated Claim or otherwise Unimpaired Claim may be asserted after the
Confirmation Date and the Effective Date to the same extent as if the Chapter 11 Cases had not been commenced. Notwithstanding anything
in this paragraph to the contrary, and subject to the obligations of the First Lien Agent, Second Lien Note Trustee, and HHN Notes Trustee
set forth in this Plan, the Debtors hereby acknowledge and agree that any Claim, Cause of Action, right of setoff, or other legal or
equitable defense of the Debtors with respect to the First Lien Claims, the Second Lien Note Claims, and the HHN Notes Guarantee Claims
that may exist as of the Effective Date or may have existed as of the Petition Date shall be released upon the payment in full of the
Allowed First Lien Claims, Allowed Second Lien Note Claims, and Allowed HHN Notes Guarantee Claims, respectively, pursuant to this Plan.
Nothing in the previous sentence shall release or otherwise impair the obligations of the First Lien Agent, the First Lien Lenders,
the Second Lien Note Trustee, or the Holders of Second Lien Note Claims to release Liens or collateral as required by the Plan.


 






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	D.	Confirmation
                                            Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code



 


Section 1129(a)(10) of
the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by an Impaired Class of Claims. The
Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of
Claims or Interests.


 


	E.	Elimination
                                            of Vacant Classes



 


Any Class of Claims
or Interests that does not have a Holder of an Allowed Claim or Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy
Court as of the date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of voting to accept or reject
the Plan and for purposes of determining acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of
the Bankruptcy Code.


 


	F.	Separate
                                            Classification of Other Secured Claims



 


Each Other Secured Claim,
to the extent secured by a Lien on collateral different from the collateral securing another Other Secured Claim, shall be treated as
being in a separate sub-Class for purposes of receiving distributions under this Plan.


 


	G.	Voting
                                            Classes; Presumed Acceptance by Non-Voting Classes



 


If a Class contains
Claims or Interests eligible to vote and no Holders of Claims or Interests eligible to vote in such Class vote to accept or reject
the Plan, the Plan shall be presumed accepted by the Holders of such Claims or Interests in such Class.


 


	H.	Controversy
                                            Concerning Impairment



 


If a controversy arises as
to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after notice
and a hearing, determine such controversy on or before the Confirmation Date.


 


Article IV.

MEANS FOR IMPLEMENTATION OF THE PLAN


 


	A.	No
                                            Substantive Consolidation



 


The Plan is being proposed
as a joint plan of reorganization of the Debtors for administrative purposes only and constitutes a separate chapter 11 plan of reorganization
for each Debtor. The Plan is not premised upon the substantive consolidation of the Debtors with respect to the Classes of Claims or
Interests set forth in the Plan.


 






    47


     


    

 



 


 


		B.	Restructuring
                                            Transactions; Effectuating Documents



  


Prior to, on, or after the
Effective Date, the Debtors or the Reorganized Debtors, as applicable, may take any and all actions as may be necessary or appropriate
in the Debtors’ reasonable discretion to effectuate the Restructuring Transactions described in, approved by, contemplated by,
or necessary to effectuate the Plan, in accordance with the Plan Support Agreement, including: (i) the execution and delivery of
any New Organizational Documents, including any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring,
conversion, disposition, transfer, formation, organization, arrangement, continuance, dissolution, sale, purchase, or liquidation, in
each case, containing terms that are consistent with the terms of the Plan; (ii) the execution and delivery of appropriate instruments
of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent
with the terms of the Plan; (iii) the filing of the New Organizational Documents, including any appropriate certificates or articles
of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant
to applicable state or law; (iv) such other transactions that are required to effectuate the Restructuring Transactions, including
any sales, mergers, consolidations, restructurings, conversions, dispositions, transfers, formations, organizations, dissolutions, or
liquidations; (v) the execution, delivery, and filing of the Exit Facility Documents; (vi) the execution and delivery of the
HVF III Documents; (vii) the implementation of the HHN Restructuring and execution and delivery of any documents in connection therewith,
(viii) the solicitation and implementation of the Rights Offering, (ix) the execution, delivery, and filing of the New Warrants,
and (x) all other actions that the Debtors determine to be necessary or appropriate, including in connection with making filings
or recordings that may be required by applicable law in connection with the Plan (collectively, the “Restructuring Transactions”).
The Restructuring Transactions shall be structured in a manner that takes into account the tax position of creditors, the Plan Sponsors,
and the Reorganized Debtors.


 


The Confirmation Order shall
and shall be deemed to, pursuant to sections 363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be
necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including
the Restructuring Transactions.


 


		C.	Sources
                                            of Consideration for Plan Distributions



 


Except as otherwise provided
in the Plan or the Confirmation Order, the Reorganized Debtors shall fund distributions under the Plan with (i) Cash on hand; (ii) Cash
proceeds from the New Money Investment; and (iii) the proceeds of the Exit Term Loan Facility.


 


		D.	New
                                            Money Investment



 


1.            Plan
Sponsor Direct Equity Investment


 


On the Effective Date, in accordance
with the Equity Commitment Documents and subject to the terms and conditions thereof, the Equity Commitment Parties shall fund the New
Money Investment in exchange for Reorganized Hertz Parent Common Interests and Preferred Stock. As more fully set forth in the Equity
Commitment Documents, the Equity Commitment Parties shall purchase an aggregate of (i) up to $4,415,941,666.67 of Reorganized
Hertz Parent Common Interests and (ii) up to $1,500,000,000.00 of Preferred Stock (in each case subject to adjustment pursuant to
the terms of the Equity Commitment Documents). Of the Reorganized Hertz Parent Common Interests to be purchased pursuant to the Equity
Commitment Agreement, Amarillo will fund up to $1,987,000,000.00, which shall account for more than 42% of total Reorganized Hertz Parent
Common Interests, after accounting for any dilution as set forth in the Equity Commitment Documents but subject to dilution on account
of the Management Equity Incentive Plan and New Warrants. Additionally, certain of the Equity Commitment Parties shall receive premiums
in an aggregate amount of $163,500,000.00 of Reorganized Hertz Parent Common Interests, as more fully set forth in the Equity Commitment
Documents. The foregoing allocations may be adjusted before the Effective Date solely in accordance with the Equity Commitment Documents.


 






    48


     


    

 


		2.	Rights
                                            Offering



 


Following approval by the
Bankruptcy Court of the Disclosure Statement and the Rights Offering Procedures, Hertz Parent shall conduct the Rights Offering in accordance
with the Rights Offering Procedures and Equity Commitment Documents. Instead of receiving New Warrants, each Holder of Existing Hertz
Parent Interests may elect to be issued Shareholder Subscription Rights to purchase, pursuant to the terms of the Rights Offering Procedures,
its Pro Rata allocation of the Rights Offering to the extent it is an Eligible Existing Hertz Shareholder. Such election shall be made
if and when such Eligible Existing Hertz Shareholder exercises such Subscription Rights pursuant to the terms of the Rights Offering
Procedures. Each Holder of Allowed Unsecured Funded Debt Claims shall be issued Bondholder Subscription Rights to purchase, pursuant
to the terms of the Rights Offering Procedures, its Pro Rata allocation of the Rights Offering to the extent any such amounts remain
unsubscribed and unfunded by Holders of Allowed Existing Hertz Parent Interests and the applicable Holder of an Allowed Unsecured Funded
Debt Claim is an Eligible Unsecured Funded Debt Holder. Any transfer of an Existing Hertz Parent Interest or Unsecured Funded Debt Claim
shall include the applicable Subscription Rights. In the event there are any Bondholder Subscription Rights available for distribution
to Eligible Unsecured Funded Debt Holders, as a condition to and upon seeking to exercise such Bondholder 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 Claim 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 consummation of the Rights
Offering is conditioned on the satisfaction or waiver (in accordance with the Equity Commitment Agreement) of all conditions specified
in the terms of the Equity Commitment Documents.


 


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 Rights Offering Procedures. Any such election will 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 in accordance with the Rights Offering Procedures. 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.


 






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		E.	Issuance
                                            and Distribution of Reorganized Hertz Parent Common Interests and Preferred Stock



 


The issuance of the Reorganized
Hertz Parent Common Interests, Preferred Stock, and the New Warrants (including any shares of Reorganized Hertz Parent Common Interests
issuable upon the valid conversion or exercise, as applicable, of the foregoing) in accordance with the Rights Offering Procedures and
Equity Commitment Documents, the New Warrants Agreement, and this Plan shall be authorized without the need for any further corporate
action and without any further action by the Holders of Claims or Interests.


 


Any
Entities’ acceptance of Reorganized Hertz Parent Common Interests and Preferred Stock shall be deemed to be its agreement
to be bound by the Reorganized Debtor Organizational Documents, as the same may be amended or modified from time to time following the
Effective Date in accordance with their terms. The Reorganized Debtor Organizational Documents, as applicable, shall be binding on all
Entities receiving, and all holders of, the Reorganized Hertz Parent Common Interests and Preferred Stock (and their respective successors
and assigns), whether any such Reorganized Hertz Parent Common Interests and Preferred Stock are received or to be received on or after
the Effective Date, in each case, pursuant to the Plan and regardless of whether such Entity executes or delivers a signature page to
the Reorganized Debtor Organizational Documents.


 


All of the shares of Reorganized
Hertz Parent Common Interests and Preferred Stock and all of the New Warrants (including any shares of Reorganized Hertz Parent Common
Interests issuable upon the valid conversion or exercise, as applicable, of the foregoing) issued pursuant to the Plan shall be, to the
extent applicable, duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of the Reorganized
Hertz Parent Common Interests, Preferred Stock, and New Warrants under the Plan shall be governed by the terms and conditions set forth
in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to
such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance.


 


		F.	New
                                            Reorganized Corporate Debt



 


The Reorganized Debtors shall
issue the New Reorganized Corporate Debt and provide any related guarantees, and the New Reorganized Corporate Debt will be made available
to the Reorganized Debtors, pursuant to and subject to the terms and conditions set forth in the Exit Facility Documents.


 


Confirmation shall be deemed
approval of the issuance and incurrence of the New Reorganized Corporate Debt (including the transactions contemplated thereby, and all
actions to be taken, undertakings to be made, and obligations and guarantees to be incurred and fees paid in connection therewith), and
to the extent not approved by the Bankruptcy Court previously, the Reorganized Debtors shall be authorized to execute and deliver those
documents necessary or appropriate to issue and incur the New Reorganized Corporate Debt and related guarantees, including the Exit Facility
Documents, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order or rule,
or vote, consent, authorization, or approval of any Person, subject to such modifications as the Debtors or Reorganized Debtors may deem
to be necessary to consummate the New Reorganized Corporate Debt.


 






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		G.	Replacement
                                            of First Lien Letters of Credit



  


On or prior to the Effective
Date, the Debtors shall replace or backstop the outstanding and undrawn letters of credit issued pursuant to the First Lien Revolving
LC Facility and the First Lien Standalone LC Facility with letters of credit issued pursuant to the Exit Facility Documents, or otherwise
cash collateralize such letters of credit. Contemporaneously therewith, all outstanding undrawn letters of credit issued under the First
Lien Revolving LC Facility and First Lien Standalone LC Facility shall be deemed canceled for purposes of the First Lien Revolving LC
Facility or First Lien Standalone LC Facility, as applicable.


 


		H.	HVF
                                            II and Interim Fleet Financing Settlement



 


On
or prior to the Effective Date, the Debtors shall cause HVF II to repay in full in Cash the then-outstanding HVF II Obligations (such
date, the “HVF II Notes Repayment Date”), with the proceeds of a new asset backed securitization facility, including
the HVF III asset-backed securitization facility, and/or securities to be issued by a newly formed non-Debtor bankruptcy remote subsidiary
of Hertz Corp. On the Effective Date or as soon as reasonably practicable thereafter, the Debtors shall pay all unpaid amounts accrued
pursuant to paragraph 9 of the Second Interim HVF Master Lease Settlement Order through the HVF II Notes Repayment Date, provided,
that prior to the payment of any such amounts the applicable Entities shall have complied with paragraph 10 of the Second Interim
HVF Master Lease Settlement Order. Notwithstanding anything to the contrary herein, the obligations with respect to the HVF II Notes
shall be determined solely pursuant to the terms of the HVF II Facility Documents and HVF Facility Documents, including, that
such obligations shall include, to the extent outstanding and without causing a double recovery on account of more than one payment being
made with respect to such obligations, all accrued and unpaid (i) Class A Monthly Default Interest Amounts, Class B Monthly
Default Interest Amounts, Class C Monthly Default Interest Amounts and Class D Monthly Default Interest Amounts (as each such
term is defined in the HVF II VFN Supplement), pursuant to Section 5.2(f) of the HVF II VFN Supplement or otherwise and (ii) Class A
Deficiency Amounts, Class B Deficiency Amounts, Class C Deficiency Amounts and Class D Deficiency Amounts and all interest
accrued on such Class A Deficiency Amounts, Class B Deficiency Amounts, Class C Deficiency Amounts and Class D Deficiency
Amounts, pursuant to the applicable HVF II MTN Series Supplement, provided, for the avoidance of doubt, that each of (A) the
Forbearance Fee payable pursuant to Section 4(g) of that certain HVF II Series 2013-A Forbearance Agreement dated May 4,
2020 (the “Forbearance Agreement”) and (B) the Administrative Agent Fee payable pursuant to that certain Administrative
Agent Fee Letter entered into in connection with the Forbearance Agreement, dated May 4, 2020, by and among the agent under the
HVF II VFN Supplement and Hertz Vehicle Financing II LP shall in each case be deemed to be an obligation with respect to the HVF II Notes.
Not later than three (3) Business Days following a written request by the Debtor (email sufficient), the HVF Trustee shall provide
a payoff statement detailing all amounts owed by the category specified in the HVF II Facility Documents.


 


On or prior to the Effective
Date, the Debtors may cause HVIF to repay in full in Cash the then-outstanding HVIF Obligations with the proceeds of a new asset-backed
securitization facility, including the HVF III asset-backed securitization facility, and/or securities to be issued by a newly formed
non-Debtor bankruptcy remote subsidiary of Hertz Corp. or Reorganized Hertz Parent, as applicable. To the extent HVIF does not repay
in full in Cash the HVIF Obligations, the Debtors shall assume all of their obligations with respect to the Interim Fleet Financing Facility
pursuant to Article II.D, supra.


 


The
Debtors shall consult with the Plan Sponsors with respect to the terms of the repayment of the HVF II Notes and the Interim Fleet Financing
Notes and such terms shall be in form and substance acceptable to the Plan Sponsors in good faith.


 






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The
payment of the HVF II Obligations and, to the extent applicable, payment of the HVIF Obligations, in full shall constitute the full and
final satisfaction, settlement, release, and discharge of each HVF Claim and, to the extent applicable, each Interim Fleet Financing
Administrative Claim against the Debtors, including any Administrative Claims granted under section 364(c) of the Bankruptcy Code.
Contemporaneously with the foregoing payment, (i) the HVF II Notes, the Series 2013-G1 Note, and, to the extent applicable,
the Interim Fleet Financing Notes shall be deemed canceled; (ii) the HVF Facility Documents, the HVF II Facility Documents, and,
to the extent applicable, the Interim Fleet Financing Facility Documents shall be deemed terminated (except if utilized for HVF III),
(iii) all Liens on property of HVF, HVF II, or, to the extent applicable, HVIF arising out of or related to the Series 2013-G1
Note, the HVF II Notes, or, to the extent applicable, the Interim Fleet Financing Notes shall automatically terminate, and all collateral
subject to such applicable Liens shall be automatically released, in each case without further action by the HVF Trustee, HVF II Trustee,
the HVF II Lenders, the HVIF Trustee, and the Interim Fleet Financing Lenders; and (iv) all undrawn letters of credit issued with
respect to the HVF II Facility and, if applicable, the Interim Fleet Financing Facility shall be cancelled. The (i) HVF Trustee,
HVF II Trustee, and the HVF II Lenders, and (ii) to the extent applicable, the HVIF Trustee, and the Interim Fleet Financing Lenders,
shall, at the expense of the Debtors or Reorganized Debtors, as applicable, take all actions to effectuate and confirm such termination,
release and discharge as reasonably requested by HVF, HVF II, HVIF, the Debtors or the Reorganized Debtors. The Debtors or Reorganized
Debtors, as applicable, shall use commercially reasonable efforts to cause HVF, HVF II and, to the extent applicable, HVIF, to execute
and provide to the HVF Trustee, the HVF II Trustee, the HVF II Lenders and, to the extent applicable, the HVIF Trustee and the Interim
Fleet Financing Lenders, customary documentation in connection with the repayment of the HVF II Notes and, to the extent applicable,
the Interim Fleet Financing Notes, that is reasonably satisfactory to the HVF Trustee, the HVF II Trustee and the ABS Lenders (as defined
in the Second Interim HVF Master Lease Settlement Order), and, to the extent applicable, the HVIF Trustee and the Interim Fleet Financing
Lenders, and to execute and provide such other documentation and take such other actions as may be reasonably requested by the HVF Trustee,
the HVF II Trustee and the ABS Lenders (as defined in the Second Interim HVF Master Lease Settlement Order) and/or, to the extent
applicable, the HVIF Trustee and the Interim Fleet Financing Lenders, in connection with the repayment of the HVF II Notes, and, to the
extent applicable, the Interim Fleet Financing Notes.


 


Upon
the occurrence of the HVF II Notes Repayment Date and subject to the release and discharge of each HVF Claim, the HVF II Notes, and the
Series 2013-G1 Note, each of the Debtors, on behalf of themselves and their parents, subsidiaries, affiliates, shareholders, agents,
representatives, predecessors-in-interest, nominees, managers, members, partners, officers, directors, employees, advisors, and each
of their respective successors and assigns shall be deemed to release, remise and forever discharge the Debtors and the ABS Released
Parties, solely in their respective capacities under the HVF II Facility, HVF II Facility Documents, and HVF Facility Documents, as applicable,
of and from any and all debts, losses, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, claims,
counterclaims, controversies, disputes, obligations, judgments, rights, damages, costs, losses, expenses, liens, or liabilities of any
and every nature or description whatsoever, both at law or in equity, whether asserted or unasserted, express or implied, known or unknown,
matured or unmatured, fixed or contingent, liquidated or unliquidated, which arose at any time through the HVF II Notes Repayment Date,
arising out of or related to the HVF II Facility. Notwithstanding anything to the contrary in the foregoing, nothing in
this Article IV.H shall release any ABS Released Party from Claims or Causes of Action arising from an act or omission that
constitutes fraud, willful misconduct, or gross negligence.


 


Notwithstanding anything
herein to the contrary, including Article XII.I., the stipulations and releases set forth in paragraph 11 of the Second Interim
HVF Master Lease Settlement Order shall remain in full force and effect.


 






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		I.	HVF
                                            III Fleet Financing



  


On
or prior to the Effective Date, the Debtors or Reorganized Debtors, as applicable, may form a non-Debtor bankruptcy remote subsidiary
or subsidiaries of Hertz Corp. or Reorganized Hertz Parent, as applicable, to issue the HVF III asset-backed securitization facility
and/or securities. Simultaneously with the payment of the HVF II Obligations in full, as described
in Article IV.H., and, to the extent applicable, the payment of the HVIF Obligations in full, the Debtors may use
any of the vehicles in the HVF II Facility and, to the extent applicable, the Interim Fleet Financing Facility and/or the equity with
respect to the HVF II Facility and, to the extent applicable, the Interim Fleet Financing Facility to support any facility or securities
issued by HVF III. The Debtors shall consult with the Plan Sponsors with respect to the terms of HVF III with such terms in form and
substance acceptable to the Plan Sponsors in good faith. Further, the Debtors, in the issuance of the HVF III asset-backed securitization
facility and/or securities, shall comply with the obligations set forth in paragraph 12 of the Second Interim HVF Master Lease Settlement
Order.


 


		J.	Intercompany
                                            Claim Settlement



 


The entry of the Confirmation
Order and the treatment accorded to General Unsecured Creditors pursuant to this Plan shall constitute a settlement pursuant to section
1123(b)(3) of all disputes relating to the Intercompany Claims and the allocation of value among the various Debtors.


 


		K.	HHN
                                            Restructuring



 


On the Effective Date, the
Debtors shall make the cash payment provided as treatment for the HHN Notes Guarantee Claims pursuant to Article III.B.6
of this Plan to the HHN Notes Trustee and/or HHN Notes Paying Agent. Pursuant to this Plan, such cash payment shall be applied pro
rata to the HHN Notes based on the principal and interest outstanding at the time of such cash payment. The HHN Notes Trustee and/or
HHN Notes Paying Agent shall then, to the extent required, convert such cash payment to Euros using the European Central Bank reference
rate published on the date that the HHN Notes Trustee and/or HHN Notes Paying Agent received such payment and apply such amount to the
then outstanding principal and interest due in respect of each series of HHN Notes as set forth in the allocation provided by the Plan.
Such payment on account of the HHN Notes Guarantee Claims is not, and shall not be deemed to constitute, a prepayment (voluntary or otherwise)
under the HHN Notes Indentures or otherwise and shall remain subject to the HHN Notes Trustee Charging Lien on the terms set forth in
the HHN Notes Indentures.


 


Upon the occurrence of the
Effective Date, immediately after the payments in respect of the HHN Notes Guarantee Claims have been made pursuant to the Plan, HHN
shall redeem the HHN Notes for a Cash payment equal to (a) the principal and interest due in respect of the HNN Notes on the date
of such payment, minus (b) the amount paid to the HHN Notes Trustee and/or HHN Notes Paying Agent in respect of the HHN Notes
Guarantee Claim pursuant to the Plan, plus (c) any unpaid interest remaining through the date of payment to the beneficial
holders of the HHN Notes, any unpaid HHN Notes Trustee Fees and any premiums, prepayment penalties, and make-whole payments due in respect
of the HHN Notes calculated solely upon the difference between the amounts set forth in clause (a) and clause (b) above. Such
payments with respect to the HHN Notes Guarantee Claims and HHN Notes shall constitute a complete satisfaction and release of all Claims
and obligations with respect to the HHN Note Documents.


 


On the Effective Date, the
Debtors shall make an equity contribution to HIL in an amount sufficient to repay the HIL Facility and cause HIL to repay the HIL Facility.


 


		L.	New
                                            Registration Rights Agreement



 


On the Effective Date, the
Reorganized Debtors shall execute and deliver the New Registration Rights Agreement and take all actions required by the New Registration
Rights Agreement, subject to and in accordance with the terms and conditions of the Plan Support Agreement and the Equity Commitment
Agreement.


 






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		M.	International
                                            Vehicle Financing Claims



 


On or prior to the Effective
Date, as part of the restructuring of the business of HHN and its European subsidiaries, the Debtors shall cause the European Vehicle
Financing Entities to enter into and consummate the European ABS Restructuring Settlement. The entry of the Confirmation Order shall
(i) constitute approval and authorization for the Debtors to perform their obligations under the European ABS Restructuring Settlement
under Bankruptcy Rule 9019, (ii) approve the complete release of the Lombard Vehicle Financing Facility Guarantee, the European
ABS Performance Guarantees and any claims related thereto, including the Lombard Facility Guarantee Claims and the European ABS Performance
Guarantee Claims, and (iii) approve the irrevocable disallowance of all such claims, which shall be permanently removed from the
Claims Register.


 


On or prior to the Effective
Date, as part of the restructuring of the business of Hertz Australia and its subsidiaries, the Debtors shall cause Hertz Australia and
the Australian Financing Entity to enter into and consummate the Australian ABS Restructuring Settlement. The entry of the Confirmation
Order shall (i) constitute approval and authorization for the Debtors to perform their obligations under the Australian ABS Restructuring
Settlement under Bankruptcy Rule 9019, (ii) approve the complete release of the Australian Performance Guarantee and any claims
related thereto, including any Australian Performance Guarantee Claims, and (iii) approve the irrevocable disallowance of all such
claims, which shall be permanently removed from the Claims Register.


 


		N.	Corporate
                                            Existence



 


Except as otherwise provided
in the Plan (including with respect to any Restructuring Transaction undertaken pursuant to the Plan), the New Organizational Documents,
or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on and after the Effective Date, each
Debtor shall continue to exist as a Reorganized Debtor and as a separate corporation, limited liability company, partnership, or other
form of entity, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form of entity,
as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and
pursuant to the respective certificate of incorporation and bylaws (or other analogous formation documents) in effect before the Effective
Date, except to the extent such certificate of incorporation and bylaws (or other analogous formation documents) are amended by the Plan
or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require
no further action or approval (other than any requisite filings required under applicable state, provincial, federal law, or other non-bankruptcy
law).


 


		O.	Vesting
                                            of Assets in the Reorganized Debtors



 


Except as otherwise provided
in the Plan, or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement, on the Effective Date,
all property in each Estate, all the Debtors’ Causes of Action (including, without express or implied limitation, all Causes of
Action identified in the Schedule of Retained Causes of Action), all Executory Contracts and Unexpired Leases assumed, but not assigned,
by any of the Debtors, and any property acquired by any of the Debtors, including Interests held by the Debtors in non-Debtor subsidiaries,
shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances unless expressly
provided otherwise by the Plan or Confirmation Order. On and after the Effective Date, each Reorganized Debtor may operate its business
and may use, acquire, or dispose of property, and compromise or settle any Claims, Interests, or Causes of Action without supervision
or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.


 






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		P.	Cancellation
                                            of Existing Securities



 


Except as otherwise provided
in the Plan, or any agreement, instrument, or other document incorporated in the Plan, or the Plan Supplement, on the Effective Date
(i) the Prepetition Debt Documents and any other certificate, share, note, bond, indenture, purchase right, option, warrant, or
other instrument or document, directly or indirectly, evidencing or creating any indebtedness or obligation of or ownership interest
in the Debtors giving rise to any Claim or Interest (except such certificates, notes, or other instruments or documents evidencing indebtedness
or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be deemed canceled, discharged and of no force
or effect, without further action or approval of the Bankruptcy Court, the Debtors, or any Holder and the First Lien Agent, the Second
Lien Note Trustee, the Unsecured Notes Trustees and the 7.000% Unsecured Promissory Notes Trustee and their respective agents, successors
and assigns shall each be automatically and fully released and discharged of and from all duties as applicable under the respective Prepetition
Debt Documents, except, as applicable, as necessary to (a) enforce the rights, Claims and interests of the First Lien Agent, the
Second Lien Note Trustee, the Unsecured Notes Trustees, the 7.000% Unsecured Promissory Notes Trustee, and, as applicable, and any predecessor
thereof vis-a-vis parties other than the Released Parties, (b) allow the receipt of and distributions under the Plan and, as applicable,
the subsequent distribution of such amounts in accordance with the respective terms of the Prepetition Debt Documents and (c) preserve
any rights of (1) the First Lien Agent and any predecessor thereof as against any money or property distributable to Holders of
First Lien Claims, including any priority in respect of payment, (2) the Second Lien Note Trustee and any predecessor thereof as
against any money or property distributable to Holders of Second Lien Note Claims, (3) the 5.500% Unsecured Notes Trustee and any
predecessor thereof as against any money or property distributable to Holders of the 5.500% Unsecured Notes Claims, (4) the 6.000%
Unsecured Notes Trustee and any predecessor thereof as against any money or property distributable to Holders of the 6.000% Unsecured
Notes Claims, (5) the 6.250% Unsecured Notes Trustee and any predecessor thereof as against any money or property distributable
to Holders of the 6.250% Unsecured Notes Claims, (6) the 7.000% Unsecured Promissory Notes Trustee and any predecessor thereof as
against any money or property distributable to Holders of the 7.000% Unsecured Promissory Notes Claims, and (7) the 7.125% Unsecured
Notes Trustee and any predecessor thereof as against any money or property distributable to Holders of the 7.125% Unsecured Notes Claims;
and (ii) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation,
bylaws, or certificate or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, purchase rights,
options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such
agreements, certificates, notes, or other instruments evidencing indebtedness or obligations of the Debtors that are specifically Reinstated
pursuant to the Plan) shall be released and discharged; provided that notwithstanding Confirmation or the occurrence of the Effective
Date, any such indenture or agreement that governs the rights of the Holder of a Claim or Interest shall also continue in effect to allow
each of the First Lien Agent, the Second Lien Note Trustee, the Unsecured Notes Trustees, and the 7.000% Unsecured Promissory Notes Trustee
to appear and be heard in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court, including, without limitation,
to enforce the respective obligations owed to such parties under the Plan.


 






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Subsequent to the performance
by: (i) the First Lien Agent of its obligations under the Plan, the First Lien Agent and its respective agents shall be relieved
of all further duties and responsibilities related to the First Lien Loan Documents upon the occurrence of the Effective Date, except
with respect to such other rights of the First Lien Agent that, pursuant to the First Lien Loan Documents, survive the termination of
the First Lien Loan Documents; (ii) the Second Lien Note Trustee of its obligations under the Plan, the Second Lien Note Trustee
and its respective agents shall be relieved of all further duties and responsibilities related to the Second Lien Note Documents upon
the occurrence of the Effective Date, except with respect to such other rights of the Second Lien Note Trustee that, pursuant to the
Second Lien Note Documents, survive the termination of the Second Lien Note Documents; (iii) the 5.500% Unsecured Notes Trustee
of its obligations under the Plan, the 5.500% Unsecured Notes Trustee and its respective agents shall be relieved of all further duties
and responsibilities related to the 5.500% Unsecured Notes Documents upon the occurrence of the Effective Date, except with respect to
such other rights of the 5.500% Unsecured Notes Trustee that, pursuant to the 5.500% Unsecured Notes Documents, survive the termination
of the 5.500% Unsecured Notes Documents; (iv) the 6.000% Unsecured Notes Trustee of its obligations under the Plan, the 6.000% Unsecured
Notes Trustee and its respective agents shall be relieved of all further duties and responsibilities related to the 6.000% Unsecured
Notes Documents upon the occurrence of the Effective Date, except with respect to such other rights of the 6.000% Unsecured Notes Trustee
that, pursuant to the 6.000% Unsecured Notes Documents, survive the termination of the 6.000% Unsecured Notes Documents; (v) the
6.250% Unsecured Notes Trustee of its obligations under the Plan, the 6.250% Unsecured Notes Trustee and its respective agents shall
be relieved of all further duties and responsibilities related to the 6.250% Unsecured Notes Documents upon the occurrence of the Effective
Date, except with respect to such other rights of the 6.250% Unsecured Notes Trustee that, pursuant to the 6.250% Unsecured Notes Documents,
survive the termination of the 6.250% Unsecured Notes Documents; (vi) the 7.000% Unsecured Promissory Notes Trustee of its obligations
under the Plan, the 7.000% Unsecured Promissory Notes Trustee and its respective agents shall be relieved of all further duties and responsibilities
related to the 7.000% Unsecured Promissory Notes Documents upon the occurrence of the Effective Date, except with respect to such other
rights of the 7.000% Unsecured Promissory Notes Trustee that, pursuant to the 7.000% Unsecured Promissory Notes Documents, survive the
termination of the 7.000% Unsecured Promissory Notes Documents; and (vii) the 7.125% Unsecured Notes Trustee of its obligations
under the Plan, the 7.125% Unsecured Notes Trustee and its respective agents shall be relieved of all further duties and responsibilities
related to the 7.125% Unsecured Notes Documents upon the occurrence of the Effective Date, except with respect to such other rights of
the 7.125% Unsecured Notes Trustee that, pursuant to the 7.125% Unsecured Notes Documents, survive the termination of the 7.125% Unsecured
Notes Documents.


 


If the record Holder of any
of the Second Lien Notes or Unsecured Notes is DTC or its nominee or another securities depository or custodian thereof, and such Second
Lien Notes or Unsecured Notes are represented by a global security held by or on behalf of DTC or such other securities depository or
custodian, then each such Holder of the Second Lien Notes or Unsecured Notes shall be deemed to have surrendered such Holder’s
note, debenture or other evidence of indebtedness upon surrender of such global security by DTC or such other securities depository or
custodian thereof.


 


The commitments and obligations,
if any, of each DIP Lender to extend any further or future credit or financial accommodations to any of the Debtors, any of their respective
subsidiaries, or any of their respective successors or assigns under the DIP Loan Documents, as applicable, shall fully terminate and
be of no further force or effect on the Effective Date.


 


Notwithstanding the foregoing,
any provision in any document, instrument, lease, or other agreement that causes or effectuates, or purports to cause or effectuate,
a default, termination, waiver, or other forfeiture of, or by, the Debtors as a result of the cancellations, terminations, satisfaction,
releases, or discharges provided for in the Plan shall be deemed null and void and shall be of no force and effect solely in connection
with such cancellations, terminations, satisfactions, releases or discharges. Nothing contained herein shall be deemed to cancel, terminate,
release, or discharge the obligation of the Debtors or any of their counterparties under any Executory Contract or Unexpired Lease to
the extent such Executory Contract or Unexpired Lease has been assumed by the Debtors pursuant to a Final Order of the Bankruptcy Court
or hereunder.


 






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		Q.	Corporate
                                            Action



 


Upon the Effective Date,
or as soon thereafter as is reasonably practicable, all actions contemplated by the Plan shall be deemed authorized and approved by the
Bankruptcy Court in all respects, including, as applicable (i) the issuance of the Reorganized Hertz Parent Common Interests, Preferred
Stock, and New Warrants; (ii) the selection and appointment of the directors and officers for Reorganized Hertz Parent and the other
Reorganized Debtors; (iii) implementation of the Restructuring Transactions; and (iv) all other actions contemplated by the
Plan (whether to occur before, on, or after the Effective Date). Upon the Effective Date, all matters provided for in the Plan involving
the corporate structure of Reorganized Hertz Parent and the other Reorganized Debtors, and any corporate action required by the Debtors,
Reorganized Hertz Parent, or the other Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be
in effect, without any requirement of further action by the Security Holders, directors, or officers of the Debtors, Reorganized Hertz
Parent, or the other Reorganized Debtors. On or before the Effective Date, as applicable, the appropriate officers of the Debtors, Reorganized
Hertz Parent, or the Reorganized Debtors shall be authorized to issue, execute, and deliver the agreements, documents, securities, and
instruments contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan), in the name of
and on behalf of Reorganized Hertz Parent and the other Reorganized Debtors, to the extent not previously authorized by the Bankruptcy
Court. The authorizations and approvals contemplated by this Article IV.Q shall be effective notwithstanding any requirements
under non-bankruptcy law.


 


		R.	New
                                            Organizational Documents



 


To the extent required under
the Plan, or applicable non-bankruptcy law, on the Effective Date, or as soon as reasonably practicable thereafter, the Reorganized Debtors
will File such New Organizational Documents as are required to be Filed with the applicable Secretary of State and/or other applicable
authorities in the state, province, or country of incorporation in accordance with the corporate laws of the respective state, province,
or country of incorporation. Pursuant to section 1123(a)(6) of the Bankruptcy Code, the New Organizational Documents will prohibit
the issuance of non-voting equity securities. After the Effective Date, the Reorganized Debtors may amend and restate their respective
New Organizational Documents, and the Reorganized Debtors may File their respective certificates or articles of incorporation, bylaws,
or such other applicable formation documents, and other constituent documents as permitted by the laws of the respective states, provinces,
or countries of incorporation and the New Organizational Documents. Additionally, on the Effective Date, each recipient of Reorganized
Hertz Parent Common Interests and Preferred Stock will be subject to the Reorganized Hertz Parent Organizational Documents.


 


The New Organizational Documents
shall not contain any prohibitions on any of the Reorganized Debtors becoming a publicly listed company.


 


		S.	Reorganized
                                            Hertz Parent and Reorganized Hertz Corp. Board



 


As of the Effective Date,
except as set forth in this Article IV.S, all directors, managers, and other members of existing boards or governance bodies
of Hertz Parent and Hertz Corp., as applicable, shall cease to hold office or have any authority from and after such time unless such
individuals are selected to hold positions pursuant to the applicable governing body or documents with respect to the Reorganized Debtors.


 


The Reorganized Hertz Parent
Board and Reorganized Hertz Corp. Board shall have at least seven (7) members.  All members shall be selected in accordance
with generally accepted best practices for large institutional investors in public companies.  The composition of the board shall
comply with applicable stock exchange and SEC independence requirements and directors shall have relevant industry, financial and operational
backgrounds.


 






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Pursuant
to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of
any person proposed to serve on the initial board of directors of Reorganized Hertz Parent and Reorganized Hertz Corp. To the extent
any such director or officer of the Reorganized Hertz Parent and Reorganized Hertz Corp. is an “insider” under the Bankruptcy
Code, the Debtors also will disclose the nature of any compensation to be paid to such direct or officer. Each such director and officer
shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents, the Employment Agreements (assumed
and assigned to the Reorganized Debtors, subject to the reasonable consent of the Plan Sponsors), and other constituent documents of
the Reorganized Debtors. The selection of directors and officers of Reorganized Hertz Parent and Reorganized Hertz Corp. shall be disclosed
in the Plan Supplement, and at least a majority of the directors shall be appointed by the Plan Sponsors (other than Apollo).


 


		T.	Exemption
                                            from Certain Taxes and Fees



 


To the maximum extent permitted
pursuant to section 1146(a) of the Bankruptcy Code, (i) the issuance, transfer or exchange of any securities, instruments,
or documents, (ii) the creation of any Lien, mortgage, deed of trust or other security interest, (iii) any transfers (directly
or indirectly) of property pursuant to the Plan or the Plan Supplement, (iv) any assumption, assignment, or sale by the Debtors
of their interests in unexpired leases of nonresidential real property or executory contracts pursuant to section 365(a) of the
Bankruptcy Code, (v) the grant of collateral under the Exit Facility Documents, and (vi) the issuance, renewal, modification
or securing of indebtedness by such means, and the making, delivery or recording of any deed or other instrument of transfer under in
furtherance of, or in connection with, the Plan, including the Confirmation Order, shall not be subject to any document recording tax,
stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, sale or use tax, mortgage recording
tax, or other similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate state or local governmental
officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of
the foregoing instruments or other documents pursuant to such transfers of property without the payment of any such tax, recordation
fee, or governmental assessment.


 


		U.	Preservation
                                            of Causes of Action



 


In accordance with section
1123(b) of the Bankruptcy Code, but subject in all respects to Article VIII, the Reorganized Debtors shall retain and
may enforce all rights to commence and pursue, as appropriate, any and all of the Debtors’ Causes of Action, whether arising before
or after the Petition Date, including any Causes of Action specifically enumerated in the Plan Supplement. The Reorganized Debtors (in
consultation with the Plan Sponsors) shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute,
enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, and to decline to do any
of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy
Court. The Debtors or the Reorganized Debtors, as applicable, expressly reserve all rights to prosecute any and all Causes of Action.


 


No
Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause
of Action against it as any indication that the Debtors or the Reorganized Debtors, as applicable, shall not pursue any and all available
Causes of Action against it. Unless such Causes of Action against any Entity are expressly waived, relinquished, exculpated, released,
compromised, assigned, or settled in the Plan or a Final Order, all such Causes of Action shall be expressly reserved by the Debtors
or the Reorganized Debtors, as applicable, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of
res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches,
shall apply to any Cause of Action upon, after, or as a consequence of Confirmation or the occurrence of the Effective Date.


 






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The Reorganized Debtors reserve
and shall retain such Causes of Action of the Debtors notwithstanding the rejection or repudiation of any Executory Contract or Unexpired
Lease during the Chapter 11 Cases or pursuant to the Plan. The applicable Reorganized Debtors, through their authorized agents or representatives,
shall retain and may exclusively enforce any and all such Causes of Action.


 


Notwithstanding anything
to the contrary contained in this Article IV.U., on the Effective Date, all Avoidance Actions with respect to trade vendors
that continue to do business with the Reorganized Debtors and that are not specifically identified in the Schedule of Retained Causes
of Action shall be released by the Debtors.


 


		V.	Insurance
                                            Policies and Surety Bonds



 


		1.	Director
                                            and Officer Liability Insurance



 


On the Effective Date, the
Reorganized Debtors shall be deemed to have assumed all D&O Liability Insurance Policies with respect to the Debtors’ directors,
managers, officers, and employees, as applicable, who served in such capacity at any time on or prior to the Effective Date pursuant
to sections 105 and 365 of the Bankruptcy Code. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval
of the Reorganized Debtors’ assumption of each of the D&O Liability Insurance Policies.


 


On or before the Effective
Date, the Debtors, on behalf of the Reorganized Debtors, will obtain the Tail D&O Policy.


 


After the Effective Date,
none of the Debtors or the Reorganized Debtors shall terminate or otherwise reduce the coverage under any D&O Liability Insurance
Policies in effect on the Effective Date, including the Tail D&O Policy, with respect to conduct occurring prior thereto, and all
officers, directors, managers, and employees of the Debtors who served in such capacity at any time before the Effective Date shall be
entitled to the full benefits of any such policy for the full term of such policy subject to the terms thereof regardless of whether
such officers, directors, managers, or employees remain in such positions after the Effective Date, provided that nothing in this
paragraph shall preclude a reduction in the amount of available policy proceeds under the D&O Liability Insurance Policies through
payment of claims under any D&O Liability Insurance Policies to or on behalf of the Debtors or the Reorganized Debtors.


 


Notwithstanding anything
to the contrary contained in the Plan, Confirmation of the Plan shall not discharge, impair, or otherwise modify any indemnity obligations
assumed by the foregoing assumption of the D&O Liability Insurance Policies and related documents, and each such indemnity obligation
will be deemed and treated as an Executory Contract that has been assumed by the Reorganized Debtors under the Plan and no Proof of Claim
need be Filed with respect thereto.


 


		2.	Assumption
                                            of Insurance Policies



 


On the Effective Date, each
Insurance Policy shall be assumed by the applicable Reorganized Debtor pursuant to sections 105 and 365 of the Bankruptcy Code, unless
such Insurance Policy (i) was rejected by the Debtors pursuant to an order of the Bankruptcy Court, or (ii) is the subject
of a motion to reject pending on the date of the Confirmation Hearing. Entry of the Confirmation Order shall constitute the Bankruptcy
Court’s approval of the Reorganized Debtors assumption of each of such Insurance Policies


 






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		3.	Insurance
                                            Neutrality



 


Nothing in the Plan or the
Confirmation Order, shall in any way operate to, or have the effect of, impairing, altering, supplementing, changing, expanding, decreasing,
or modifying (a) the rights or obligations of any Insurer or (b) any rights or obligations of the Debtors or the Reorganized
Debtors arising out of or under any Insurance Policy. The Insurers, the Debtors, and Reorganized Debtors, as applicable, shall retain
all rights and defenses under such Insurance Policies, and such Insurance Policies shall apply to, and be enforceable by and against,
the insureds and the Reorganized Debtors in the same manner and according to the same terms and practices applicable to the Debtors,
as existed prior to the Effective Date. Further, for all issues relating to insurance coverage, the provisions, terms, conditions, and
limitations of the Insurance Policies shall control. For the avoidance of doubt, nothing contained in the Plan or the Confirmation Order
shall operate to require any Insurer to indemnify or pay the liability for any claim that it would not have been required to pay in the
absence of the Plan and Confirmation Order.


 


		4.	Surety
                                            Bonds



 


On the Effective Date, (i) all
of the Debtors’ obligations and commitments to any surety bond providers shall be deemed reaffirmed by the Reorganized Debtors;
(ii) surety bonds and related indemnification and collateral agreements entered into by any Debtor will be vested and performed
by the applicable Reorganized Debtor and will survive and remain unaffected by entry of the Confirmation Order; and (iii) the Reorganized
Debtors shall be authorized to enter into new surety bond agreements and related indemnification and collateral agreements, or to modify
any such existing agreements, in the ordinary course of business. Without diminution of the foregoing, the applicable Reorganized Debtors
will continue to pay all premiums and other amounts due, including loss adjustment expenses, on the existing surety bonds as they become
due prior to the release or discharge of such surety bonds. Surety bond providers shall have the discretion to replace (or issue name-change
riders with respect to) any existing surety bonds or related general agreements of indemnity with new surety bonds and related general
agreements of indemnity on the same terms and conditions provided in the applicable existing surety bonds or related general agreements
of indemnity. Nothing in the Plan or Confirmation Order shall in any way operate to, or have the effect of, impairing, altering, supplementing,
changing, expanding, decreasing, or modifying the rights or obligations of the Debtors or any surety bond provider with respect to any
unexpired surety bond agreement or related indemnification or collateral agreement.


 


		W.	Management
                                            Equity Incentive Plan



 


On or as soon as reasonably
practical following the Effective Date, the Reorganized Hertz Parent Board will adopt and implement the Management Equity Incentive Plan,
which shall provide for not less than 5% of Reorganized Hertz Parent Common Interests to be reserved for directors, officers, and employees
of the Reorganized Debtors in accordance with the MIP Term Sheet and as otherwise determined by the Reorganized Hertz Parent Board.


 






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		X.	Employee
                                            Obligations



 


Except as (i) otherwise
provided in the Plan or Plan Supplement; (ii) identified on the Rejected Executory Contracts and Unexpired Leases Schedule; (iii) was
rejected by the Debtors pursuant to a Bankruptcy Court order; or (iv) is the subject of a motion to reject pending on the date of
the Confirmation Hearing, the Reorganized Debtors shall honor the Debtors’ Employee Obligations and, to the extent not already
satisfied, the Debtors’ Employee Obligations shall become obligations of the Reorganized Debtors in accordance with their terms.
To the extent the Employee Obligations are executory contracts and (i) such executory contracts are not identified on the Rejected
Executory Contracts and Unexpired Leases Schedule, (ii) were not previously rejected by a Final Order, pursuant to section 365 and
1123 of the Bankruptcy Code, or (iii) are not the subject of a motion to reject pending on the date of the Confirmation Hearing,
each will be deemed assumed as of the Effective Date and the obligations thereunder shall be paid in the ordinary course consistent with
the terms thereof; provided, that, the consummation of the Restructuring Transactions and any associated organizational changes
shall not constitute a “change of control,” “change in control,” or other similar event under any of the above-listed
written contracts, agreements, policies, programs and plans. Notwithstanding anything else set forth in this paragraph, the cure provisions
of Article V.C hereof shall apply to any Employee Obligation arising from an Executory Contract assumed in accordance with
the provisions of Article V hereof.


 


Notwithstanding anything
to the contrary in the foregoing paragraph, the Reorganized Debtors shall assume, continue, and maintain in all respects, and shall not
in any way reduce or diminish, the bonus programs approved by the Bankruptcy Court pursuant to the 2020 EIP Order and the 2021 KEIP/EIP
Order in accordance with the respective terms of such programs, including by timely paying all awards earned by the participants therein
in accordance with the terms thereof.


 


On the Effective Date, each
Employment Agreement will be deemed assumed and shall become obligations of the Reorganized Debtors in accordance with their terms.


 


Notwithstanding anything
to the contrary in this Plan, as of the Effective Date, any provision of an Employee Obligation that provides for equity-based awards,
including any termination-related provisions with respect to equity-based awards, shall be deemed cancelled and shall be of no further
force and effect, whether surrendered for cancellation or otherwise.


 


Notwithstanding anything
to the contrary in this Plan, the Reorganized Debtors shall continue and assume the Pension Plans to the extent of their respective obligations
under the Pension Plans and applicable law, including, as applicable, (i) the minimum funding standards in 26 U.S.C. §§
412 and 430 and 29 U.S.C. §§ 1082 and 1083 and (ii) the premiums under 29 U.S.C. §§ 1306 and 1307. All
Proofs of Claim filed by the PBGC with respect to the Pension Plans shall be deemed withdrawn on the Effective Date. No provision of
the Disclosure Statement, Plan, Confirmation Order, or section 1141 of the Bankruptcy Code shall be construed to discharge, release,
or relieve the Reorganized Debtors, their successors, or individuals from liabilities or requirements imposed under any law or regulatory
provision with respect to the Pension Plans or from claims of the PBGC with respect to the Pension Plans.  The PBGC and the Pension
Plans will not be enjoined or precluded from enforcing such liability with respect to the Pension Plans as a result of any provision
of the Disclosure Statement, Plan, Confirmation Order, or section 1141 of the Bankruptcy Code.


 


Notwithstanding anything
to the contrary in this Plan, in accordance with section 1129(a)(13) of the Bankruptcy Code, the Reorganized Debtors shall continue
to honor all retiree benefits, as such term is defined in section 1114(a) of the Bankruptcy Code, as and to the extent required
by the agreements giving rise to such obligations.


 


On the Effective Date, each
severance plan of the Debtors in existence immediately prior to the Effective Date, including (i) the Amended and Restated Hertz
Global Holdings, Inc. Severance Plan for Senior Executives, and (ii) the Amended and Restated Hertz Global Holdings, Inc.
Severance Plan for Vice Presidents, shall be terminated in accordance with its terms. Entry of the Confirmation Order shall constitute
authorization for such termination without further action by any of the Debtors, the Debtors’ board of directors or any committee
thereof, or any officer or other employee of the Debtors, or any delegee of any of the foregoing. To the extent any severance plan constitutes
an Executory Contract deemed rejected pursuant to Article V.A hereof, termination of such severance plan in accordance with
its terms pursuant to this paragraph shall be deemed to have occurred immediately prior to such rejection. Notwithstanding the foregoing,
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 Group is terminated by the Reorganized
Debtors without cause within twelve (12) months following the Effective Date, the Reorganized Debtors shall, within thirty (30) days
following 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 other agreements with respect to employee severance for certain of the Reorganized Debtors’ other
employees on terms to be determined by the Reorganized Debtors and acceptable to the Plan Sponsors or Reorganized Hertz Parent Board
in good faith.


 






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		Y.	Workers’
                                            Compensation Programs



 


As of the Effective Date,
the Reorganized Debtors shall continue to honor their obligations under (i) all applicable workers’ compensation laws in jurisdictions
in which the Reorganized Debtors operate or the Debtors previously operated; and (ii) the Debtors’ (a) written contracts,
agreements, and agreements of indemnity, in each case relating to workers’ compensation, (b) self-insurer workers’ compensation
bonds, policies, programs, and plans for workers’ compensation and (c) workers’ compensation insurance policies and
programs. All Proofs of Claim filed by the Debtors’ current or former employees on account of workers’ compensation claims
shall be deemed withdrawn automatically and without any further notice to or action, order, or approval of the Bankruptcy Court based
upon the treatment provided for herein; provided, that nothing in the Plan shall limit, diminish, or otherwise alter the
Debtors’ or Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable non-bankruptcy law with respect
to any such contracts, agreements, policies, programs and plans.


 


		Z.	Collective
                                            Bargaining Agreements



 


On or prior to the Effective
Date, and subject to the occurrence of the Effective Date, the Reorganized Debtors shall assume all of the Debtors’ unexpired collective
bargaining agreements.


 


		AA.	Plan
                                            Support Agreement and Equity Purchase Agreement



 


To the extent not previously
approved pursuant to an order of the Bankruptcy Court authorizing the Debtors’ entry into the Plan Support Agreement and the Equity
Purchase Agreement, entry into each of the Plan Support Agreement and the Equity Purchase Agreement shall be authorized by the Bankruptcy
Court pursuant to the Confirmation Order, and the Debtors shall continue to perform thereunder and comply therewith in all respects through
and including the Effective Date.


 






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Article V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES


 


		A.	Assumption
                                            and Rejection of Executory Contracts and Unexpired Leases



 


On the Effective Date, except
as otherwise provided herein, all Executory Contracts or Unexpired Leases not otherwise assumed or rejected will be deemed assumed by
the applicable Reorganized Debtor pursuant to sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts and
Unexpired Leases that (i) are identified on the Rejected Executory Contracts and Unexpired Leases Schedule; (ii) have been
previously rejected by a Final Order; (iii) have been previously assumed or assumed and assigned by a Final Order; (iv) are
the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; (v) which the
Debtors have, as of the Confirmation Date, received authority to reject pursuant to an order of the Bankruptcy Court with the effective
date of such rejection is after the Effective Date; (vi) provide for payment of severance or other benefits to former employees
of the Debtors (other than retiree benefits within the meaning of such term in section 1114(a) of the Bankruptcy Code), whether
in the form of a plan or individual agreement; and (vii) are solely with a Donlen Debtor, which to the extent not previously assumed
by a Final Order shall be deemed to be rejected; provided, that, nothing in the Plan or Confirmation Order shall constitute
an admission or finding that any plan or agreement referenced in the immediately preceding clauses constitutes an Executory Contract;
and provided further, that the Debtors reserve the right to seek enforcement of or other relief with respect to an assumed
or assumed and assigned Executory Contract or Unexpired Lease following the Confirmation Date, including but not limited to seeking an
order of the Bankruptcy Court for the rejection of such Executory Contract or Unexpired Lease for cause. The terms of any Final Order
entered by the Bankruptcy Court prior to the entrance of the Confirmation Order that provide for the assumption and assignment of nonresidential
real property shall control over the terms of the Plan and Confirmation Order.


 


Entry of the Confirmation
Order shall constitute an order of the Bankruptcy Court approving the assumptions and rejections of such Executory Contracts or Unexpired
Leases as set forth in the Plan, the Assumed Executory Contracts and Unexpired Leases Schedule, the Collective Bargaining Agreements,
and the Rejected Executory Contracts and Unexpired Leases Schedule, pursuant to sections 365(a) and 1123 of the Bankruptcy Code.
Except as otherwise specifically set forth herein, assumptions or rejections of Executory Contracts and Unexpired Leases pursuant to
the Plan are effective as of the Effective Date. The Debtors are authorized to abandon any of the Debtors’ personal property at
or on the leased premises subject to an Unexpired Lease rejected pursuant to the Plan, and the counterparties to rejected leases may
dispose of any such personal property remaining at or on the leased premises following the applicable lease rejection date.


 


Each Executory Contract or
Unexpired Lease assumed pursuant to the Plan or by Bankruptcy Court order but not assigned to a third party before the Effective Date
shall re-vest in and be fully enforceable by the applicable contracting Reorganized Debtor in accordance with its terms, except as such
terms may have been modified by any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal
law (in each case, in accordance with applicable law, including by consent of the counterparty to such Executory Contract or Unexpired
Lease). Subject to applicable law, including section 365(d)(4) of the Bankruptcy Code, any motions to assume Executory Contracts
or Unexpired Leases pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy Court on or after the
Effective Date but may be withdrawn, settled, or otherwise prosecuted by the Reorganized Debtors, with any such disposition to be deemed
to effect an assumption, assumption and assignment, or rejection, as applicable, as of the Effective Date.


 


To the maximum extent permitted
by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed or assumed and assigned pursuant to the Plan
restricts, conditions or prevents, or purports to restrict, condition or prevent, or is breached or deemed breached by, the assumption
or assumption and assignment of such Executory Contract or Unexpired Lease (including any “anti-assignment,” “change
of control,” consent right, or similar provision), then such provision shall be deemed modified such that the transaction contemplated
by the Plan shall not entitle the non-Debtor party thereto to terminate such Executory Contract or Unexpired Lease or to exercise any
other default-related rights with respect thereto. The consummation of the Plan and the implementation of the Restructuring Transactions
are not intended to, and shall not, constitute a “change of control,” “change in control,” or other similar event
under any lease, contract, or agreement to which a Debtor is a party.


 






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		B.	Claims
                                            Based on Rejection of Executory Contracts or Unexpired Leases



 


Proofs of Claim with respect
to Claims arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be Filed with the Bankruptcy Court by the
later of thirty (30) days from (i) the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving
such rejection, and (ii) the effective date of the rejection of such Executory Contract or Unexpired Lease. Any Claims arising
from the rejection of an Executory Contract or Unexpired Lease not Filed within such time shall be Disallowed pursuant to the Confirmation
Order, forever barred from assertion, and shall not be enforceable against, as applicable, the Debtors, the Reorganized Debtors, the
Estates, or property of the foregoing parties, without the need for any objection by the Debtors or the Reorganized Debtors, as applicable,
or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection
of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the
Schedules, if any, or a Proof of Claim to the contrary. Claims arising from the rejection of the Debtors’ Executory Contracts
or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with Article III.B.7,
and such claims may be objected to in accordance with this Plan.


 


		C.	Cure
                                            of Defaults for Assumed Executory Contracts and Unexpired Leases



 


The Debtors or the Reorganized
Debtors, as applicable, shall pay Cure Claims that are not subject to an Assumption Dispute on the Effective Date, or to the extent necessary,
no later than three (3) Business Days following the Effective Date, or on such other terms as the parties to such Executory Contracts
or Unexpired Leases may otherwise agree. The Reorganized Debtors may settle any Cure Claim on account of any Executory Contract or Unexpired
Lease without any further notice to or action, order, or approval of the Bankruptcy Court.


 


Except as set forth below,
any Cure Claims shall be satisfied for the purposes of section 365(b)(1) of the Bankruptcy Code by payment in Cash of the cure amount
set forth on the Assumed Executory Contracts or Unexpired Leases Schedule or the Collective Bargaining Agreement Schedule, as applicable,
for the applicable Executory Contract or Unexpired Lease, or on such other terms as the parties to such Executory Contracts or Unexpired
Leases and the Debtors or the Reorganized Debtors, as applicable, may otherwise agree or as determined by the Bankruptcy Court by a Final
Order. Any Cure Claim shall be deemed fully satisfied, released, and discharged upon payment by the Debtors or the Reorganized Debtors
of such Cure Claim, as applicable.


 


Unless otherwise provided
by an order of the Bankruptcy Court, the Debtors shall use reasonable best efforts to file an initial Assumed Executory Contracts and
Unexpired Leases Schedule and Rejected Executory Contracts and Unexpired Leases Schedule no later than twenty-eight (28) days prior to
the earlier to occur of (a) the Voting Deadline and (b) the deadline for objecting to the Plan. Further, the Debtors shall
file their list of Assumed Executory Contracts and Unexpired Leases Schedule and Rejected Executory Contracts and Unexpired Leases Schedule
no later than fourteen (14) days prior to the earlier to occur of (a) the Voting Deadline and (b) the deadline for objecting
to the Plan, which shall supersede the initial schedule if any such initial schedule is filed. The Debtors shall cause all Filed Assumed
Executory Contracts and Unexpired Leases Schedules and Rejected Executory Contracts and Unexpired Leases Schedules or notices of proposed
assumption, proposed amounts of Cure Claims, and proposed rejections to be served by first class mail on counterparties to Executory
Contracts and Unexpired Leases to be assumed or rejected pursuant to the Plan that are identified in such schedule. The Debtors may supplement
or modify the Assumed Executory Contract and Unexpired Leases Schedule or Rejected Executory Contracts and Unexpired Leases Schedule
up to one (1) Business Day prior to the Confirmation Hearing. Any objection to the assumption or rejection of an Executory Contract
or Unexpired Lease under the Plan must be Filed, served and actually received by the Debtors by the later of (1) the Confirmation
Objection Deadline or (2) with respect to any Executory Contract or Unexpired Lease that is added to the Assumed Executory Contract
and Unexpired Leases Schedule after the date that is fourteen (14) days prior to the Confirmation Objection Deadline, the date that is
fourteen (14) days following the filing of the relevant supplement to the Assumed Executory Contract and Unexpired Leases Schedule.


 






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Any
party that fails to timely object to the assumption of its Executory Contract or Unexpired Lease (including the ability of the applicable
Reorganized Debtor or assignee to provide “adequate assurance of future performance” under such Executory Contract or Unexpired
Lease within the meaning of section 365 of the Bankruptcy Code) or the amount of the Cure Claim listed on the Assumed Executory Contracts
and Unexpired Leases Schedule or the Collective Bargaining Agreement Schedule as set forth in the paragraph above, shall be (i) deemed
to have consented to the assumption of its Executory Contract or Unexpired Lease and to such Cure Claim and (ii) forever barred,
estopped, and enjoined from disputing the amount of the Cure Claim set forth on the Assumed Executory Contracts and Unexpired Leases
Schedule or the Collective Bargaining Agreement Schedule (including a cure amount of $0.00) and/or from asserting any Claim against the
applicable Debtor or Reorganized Debtor arising under section 365(b)(1) of the Bankruptcy Code.


 


Assumption of any Executory
Contract or Unexpired Lease pursuant to the Plan or otherwise, subject to the payment of the applicable Cure Claim as set forth in the
Plan Supplement, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including
defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising
under any assumed Executory Contract or Unexpired Lease at any time before the date that the Debtors assume such Executory Contract or
Unexpired Lease; provided, that the Debtors or the Reorganized Debtors, as applicable, will remain obligated to pay any
accrued but unbilled amounts under any such assumed Executory Contract or Unexpired Lease to the extent that such unbilled amounts were
not due to be billed prior to the date of assumption. Any Proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease
that has been assumed shall be deemed Disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy
Court upon payment of the applicable Cure Claim.


 


		D.	Assumption
                                            Dispute Resolution



 


In the event of a timely
Filed objection regarding (i) the amount of any Cure Claim; (ii) the ability of the Reorganized Debtors or any assignee to
provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under an Executory
Contract or Unexpired Lease to be assumed; or (iii) any other matter pertaining to assumption or payment of a Cure Claim required
by section 365(b)(1) of the Bankruptcy Code, such dispute (an “Assumption Dispute”) shall be resolved by a Final
Order of the Bankruptcy Court (which may be the Confirmation Order) or as may be agreed upon by the Debtors or the Reorganized Debtors,
as applicable, and the counterparty to the Executory Contract or Unexpired Lease.


 


To the extent an Assumption
Dispute relates solely to the amount of a Cure Claim, the Debtors may assume and/or assume and assign the applicable Executory Contract
or Unexpired Lease prior to the resolution of such Assumption Dispute; provided, that the Debtors reserve Cash in an amount
sufficient to pay the full amount reasonably asserted as the required cure payment by the counterparty or counterparties to such Executory
Contract or Unexpired Lease. To the extent that the Assumption Dispute is resolved or determined unfavorably to the Debtors, the Debtors
may reject the applicable Executory Contract or Unexpired Lease after such determination, which rejection shall supersede, nullify, and
render of no force or effect the earlier assumption and/or assumption and assignment.


 






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For the avoidance of doubt,
if the Debtors are unable to resolve an Assumption Dispute relating solely to the amount of a Cure Claim prior to the Confirmation Hearing,
such Assumption Dispute may be scheduled to be heard by the Bankruptcy Court after the Confirmation Hearing (the “Adjourned
Cure Dispute”).


 


		E.	Indemnification
                                            Obligations



 


Notwithstanding anything
in the Plan to the contrary, each Indemnification Obligation shall be assumed by the applicable Debtor effective as of the Effective
Date, pursuant to sections 365 and 1123 of the Bankruptcy Code or otherwise, unless such obligation (i) was rejected by the Debtors
pursuant to a Final Order or (ii) is the subject of a motion to reject that is pending as of the date of the Confirmation Hearing.
Each Indemnification Obligation shall remain in full force and effect, shall not be modified, reduced, discharged, impaired, or otherwise
affected in any way, and shall survive Unimpaired and unaffected, irrespective of when such obligation arose.


 


		F.	Contracts
                                            and Leases Entered into After the Petition Date



 


Contracts and leases entered
into after the Petition Date by the Debtors, including any Executory Contracts and Unexpired Leases assumed by the Debtors, and not assigned
to a non-Debtor Entity, will be performed by the Debtors or the Reorganized Debtors in the ordinary course of its operations. Accordingly,
such contracts and leases (including any assumed Executory Contract and Unexpired Leases) shall survive and remain unaffected by entry
of the Confirmation Order.


 


		G.	Modifications,
                                            Amendments, Supplements, Restatements, or Other Agreements



 


Unless otherwise provided
in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements,
or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and Executory Contracts and Unexpired Leases
related thereto, if any, including easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and
any other interests, unless any of the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under
the Plan.


 


Modifications, amendments,
and supplements to, or restatements of, prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during
the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity,
priority, or amount of any Claims that may arise in connection therewith.


 


		H.	Reservation
                                            of Rights



 


Neither the inclusion of
any Executory Contract or Unexpired Lease on the Debtors’ Schedules, the Assumed Executory Contracts and Unexpired Leases Schedule
or the Rejected Executory Contracts and Unexpired Leases Schedule, nor anything contained in the Plan, shall constitute an admission
by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any Debtor or Reorganized
Debtor has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at
the time of assumption or rejection, the Debtors, or, after the Effective Date, the Reorganized Debtors, shall have thirty (30) days
following entry of a Final Order resolving such dispute to alter their treatment of such contract or lease. For the avoidance of doubt,
the Debtors reserve all rights with respect to any Causes of Action or other right with respect to any Executory Contract or Unexpired
Lease.


 






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		I.	Nonoccurrence
                                            of Effective Date; Bankruptcy Code Section 365(d)(4)



 


If the Effective Date fails to occur, the Bankruptcy Court shall retain
jurisdiction with respect to any request to further extend the deadline for assuming or rejecting Unexpired Leases under section 365(d)(4) of
the Bankruptcy Code.


 


Article VI.

PROVISIONS GOVERNING DISTRIBUTIONS


 


		A.	Timing
                                            and Calculation of Amounts to Be Distributed



 


Unless otherwise provided
in the Plan, on the Initial Distribution Date (or, if a Claim is not an Allowed Claim on the Initial Distribution Date, on the next Quarterly
Distribution Date following the date that such Claim becomes an Allowed Claim or as soon as reasonably practicable thereafter), the Distribution
Agent shall make initial distributions under the Plan on account of each Holder of an Allowed Claim in the full amount of the distributions
that the Plan provides for Allowed Claims in each applicable Class. In the event that any payment or act under the Plan is required to
be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed
on the next Business Day, but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed
Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII.
Except as specifically provided in the Plan, Holders of Claims shall not be entitled to interest, dividends, or accruals on the distributions
provided for in the Plan, regardless of whether such distributions are delivered on or at any time after the Effective Date.


 


		B.	Special
                                            Rules for Distributions to Holders of Disputed Claims and Interests



 


Except as otherwise agreed
by the Debtors and the Reorganized Debtors with respect to Allowed General Unsecured Claims or as otherwise agreed by the Debtors or
the Reorganized Debtors (i) no partial payments and no partial distributions shall be made with respect to a Disputed Claim until
all such disputes in connection with such Disputed Claim have been resolved by settlement or Final Order; and (ii) other than a
Holder of a Claim in Class 7, any Entity that holds both an Allowed Claim and a Disputed Claim shall not receive any distribution
on account of the Allowed Claim unless and until all objections to the Disputed Claim have been resolved by settlement or Final Order
or the Disputed Claims have been Allowed or expunged. Any dividends or other distributions arising from property distributed to Holders
of Allowed Claims in a Class and paid to such Holders under the Plan shall also be paid, in the applicable amounts, to any Holder
of a Disputed Claim in such Class that becomes an Allowed Claim after the date or dates that such dividends or other distributions
were earlier paid to Holders of Allowed Claims in such Class.


 


		C.	Rights
                                            and Powers of Distribution Agent



 


		1.	Rights
                                            and Powers of the Distribution Agent



 


Except as otherwise agreed
by the Debtors and the Reorganized Debtors, the Distribution Agent shall be empowered to (i) effect all actions and execute all
agreements, instruments, and other documents necessary to perform its duties under the Plan; (ii) make all distributions contemplated
hereby, including, subject to the express written consent and direction of the Second Lien Note Trustee and with the cooperation of the
Second Lien Note Trustee, distributions on account of the Second Lien Note Claims, subject in all respects to the right of the Second
Lien Note Trustee Charging Lien against such distributions; (iii) employ professionals to represent it with respect to its responsibilities;
and (iv) exercise such other powers as may be vested in the Distribution Agent by order of the Bankruptcy Court, pursuant to the
Plan, or as deemed by the Distribution Agent to be necessary and proper to implement the provisions hereof. The Distribution Agent may
request an expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns filed for or on behalf of
any creditor pools created hereunder for all taxable periods through the date on which final distributions are made.


 






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		2.	Expenses
                                            Incurred On or After the Effective Date



 


Except as otherwise ordered
by the Bankruptcy Court, the amount of any reasonable fees and expenses incurred by the Distribution Agent on or after the Effective
Date (including any taxes) and any reasonable compensation and expense reimbursement claims (including reasonable attorney fees and expenses)
made by the Distribution Agent may be paid in Cash by the Reorganized Debtors.


 


		D.	Delivery
                                            of Distributions and Undeliverable or Unclaimed Distributions



 


		1.	Record
                                            Date for Distribution



 


On the Distribution Record
Date, the Claims Register shall be closed and any party responsible for making distributions shall be authorized and entitled, but not
required, to recognize only those record Holders listed on the Claims Register as of the close of business on the Distribution Record
Date. For the avoidance of doubt, the Distribution Record Date shall not apply to the First Lien Claims, Second Lien Note Claims, Unsecured
Funded Debt Claims, and HHN Notes Guarantee Claims, the Holders of which shall receive a distribution in accordance with this Article VI
and, as applicable, the customary procedures of DTC or Euroclear, as applicable, on or as soon as practicable after the Effective
Date.


 


		2.	Delivery
                                            of Distributions



 


		a.	Quarterly
                                            Distribution Date



 


On each Quarterly Distribution
Date or as soon thereafter as is reasonably practicable, but in any event, no later than thirty (30) days after each Quarterly Distribution
Date, the Distribution Agent shall make the distributions required to be made on account of Allowed Claims under the Plan on such date.
No interest shall accrue or be paid on the unpaid amount of any distribution paid on a Quarterly Distribution Date in accordance with
Article VI.A.


 


		b.	Delivery
                                            of Distributions On Account of First Lien Claims



 


All distributions to Holders
of First Lien Claims shall be deemed completed when made to (or at the direction of) the First Lien Agent, which shall be deemed to be
the Holder of all First Lien Claims for purposes of distributions to be made hereunder. As soon as practicable in accordance with the
requirements set forth in this Article VI, the First Lien Agent shall cause such distributions to be made to or on behalf
of such Holders in accordance with the First Lien Credit Agreement. If the First Lien Agent is unable to make, or consents to the Reorganized
Debtors making, such distributions, the Reorganized Debtors, with the First Lien Agent’s cooperation, shall make such distributions
to the extent practicable to do so. The First Lien Agent shall have no duties or responsibilities relating to any form of distribution
that is not DTC eligible and the Debtors or the Reorganized Debtors, as applicable, shall seek the cooperation of DTC so that any distribution
on account of a First Lien Claim that is held in the name of, or by a nominee of, DTC, shall be made through the facilities of DTC on
the Effective Date or as soon as practicable thereafter.


 


		c.	Delivery
                                            of Distributions on Account of Second Lien Note Claims



 


All distributions made under
the Plan on account of the Allowed Claims of the Holders of Second Lien Note Claims shall be made to or at the direction of the Second
Lien Note Trustee for further distribution to the Holders of Allowed Claims under the terms of the Second Lien Note Indenture, including
those provisions relating to the surrender and cancellation of the Second Lien Notes.


 






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All distributions to Holders
of Second Lien Note Claims shall be deemed completed when made to (or at the direction of) the Second Lien Note Trustee, which shall
be deemed to be the Holder of all Second Lien Note Claims for purposes of distributions to be made hereunder, and the Second Lien Note
Trustee shall hold or direct such distributions for the benefit of the Holders of Second Lien Note Claims. As soon as practicable in
accordance with the requirements set forth in this Article VI, the Second Lien Note Trustee shall arrange to deliver such
distributions to be made to or on behalf of such Holders in accordance with the Second Lien Note Indenture. The Second Lien Note Trustee
may transfer or direct the transfer of such distributions directly through the facilities of DTC (whether by means of book-entry exchange,
free delivery or otherwise) and will be entitled to recognize and deal for all purposes under the Plan with Holders of the Second Lien
Note Claims, to the extent consistent with the customary practices of DTC. For the avoidance of doubt, such distributions shall be subject
to the Second Lien Note Trustee Charging Liens. If the Second Lien Note Trustee is unable to make, or consents to the Reorganized Debtors
making, such distributions, the Reorganized Debtors, with the Second Lien Note Trustee’s cooperation, shall make such distributions
to the extent practicable to do so. The Second Lien Note Trustee shall have no duties or responsibilities relating to any form of distribution
that is not DTC eligible and the Debtors or the Reorganized Debtors, as applicable, shall seek the cooperation of DTC so that any distribution
on account of a Second Lien Note Claim that is held in the name of, or by a nominee of, DTC, shall be made through the facilities of
DTC on the Effective Date or as soon as practicable thereafter. The Second Lien Note Trustee shall not incur any liability whatsoever
on account of any distributions under the Plan except for gross negligence or willful misconduct.


 


Regardless of whether distributions
to Holders of Second Lien Note Claims are made by the Second Lien Note Trustee, or by the Distribution Agent at the reasonable direction
of the Second Lien Note Trustee, the Second Lien Note Trustee Charging Lien shall attach to such distributions in the same manner as
if such distributions were made through the Second Lien Note Trustee.


 


		d.	Delivery
                                            of Distributions on Account of Unsecured Notes Claims



 


(i)            All
distributions to Holders of 5.500% Unsecured Notes Claims shall be deemed completed when made to (or at the direction of) the 5.500%
Unsecured Notes Trustee, which shall be deemed to be the Holder of all 5.500% Unsecured Notes Claims for purposes of distributions to
be made hereunder; provided that non-Cash consideration shall not be distributed in the name of the 5.500% Unsecured Notes Trustee.
As soon as practicable in accordance with the requirements set forth in this Article VI, the 5.500% Unsecured Notes Trustee
shall cause such distributions to or on behalf of such Holders to be made in accordance with the 5.500% Unsecured Notes Indenture.


 


(ii)            All
distributions to Holders of 6.000% Unsecured Notes Claims shall be deemed completed when made to (or at the direction of) the 6.000%
Unsecured Notes Trustee, which shall be deemed to be the Holder of all 6.000% Unsecured Notes Claims for purposes of distributions to
be made hereunder; provided that non-Cash consideration shall not be distributed in the name of the 6.000% Unsecured Notes Trustee.
As soon as practicable in accordance with the requirements set forth in this Article VI, the 6.000% Unsecured Notes Trustee
shall cause such distributions to or on behalf of such Holders to be made in accordance with the 6.000% Unsecured Notes Indenture.


 


(iii)            All
distributions to Holders of 6.250% Unsecured Notes Claims shall be deemed completed when made to (or at the direction of) the 6.250%
Unsecured Notes Trustee, which shall be deemed to be the Holder of all 6.250% Unsecured Notes Claims for purposes of distributions to
be made hereunder; provided that non-Cash consideration shall not be distributed in the name of the 6.250% Unsecured Notes Trustee.
As soon as practicable in accordance with the requirements set forth in this Article VI the 6.250% Unsecured Notes Trustee
shall cause such distributions to or on behalf of such Holders to be made in accordance with the 6.250% Unsecured Notes Indenture.


 






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(iv)            All
distributions to Holders of 7.125% Unsecured Notes Claims shall be deemed completed when made to (or at the direction of) the 7.125%
Unsecured Notes Trustee, which shall be deemed to be the Holder of all 7.125% Unsecured Notes Claims for purposes of distributions to
be made hereunder; provided that non-Cash consideration shall not be distributed in the name of the 7.125% Unsecured Notes Trustee.
As soon as practicable in accordance with the requirements set forth in this Article VI, the 7.125% Unsecured Notes Trustee
shall cause such distributions to or on behalf of such Holders to be made in accordance with the 7.125% Unsecured Notes Indenture.


 


(v)             If
any of the applicable Unsecured Notes Trustees are unable to make, or consent to the Reorganized Debtors making, such distributions,
the Reorganized Debtors, with the cooperation of the applicable Unsecured Notes Trustee shall make such distributions to the extent practicable
to do so. The Unsecured Notes Trustees shall have no duties or responsibilities relating to any form of distribution that is not DTC
eligible. The Unsecured Notes Trustees, and the Debtors or the Reorganized Debtors, as applicable, shall seek the cooperation of DTC
so that any distribution on account of a Unsecured Notes Claim that is held in the name of, or by a nominee of, DTC, shall be made through
the facilities of DTC on the Effective Date or as soon as practicable thereafter. The Unsecured Notes Trustees may transfer or direct
the transfer of such distributions directly through facilities of DTC (whether by means of book-entry exchange, free delivery, or otherwise)
and will be entitled to recognize and deal for all purposes under the Plan with Holders of Unsecured Note Claims to the extent consistent
with the customary practices of DTC.


 


		e.	Delivery
                                            of Distributions on Account of 7.000% Unsecured Promissory Notes Claims



 


All
distributions to Holders of 7.000% Unsecured Promissory Notes Claims shall be deemed completed when made to (or at the direction
of) the 7.000% Unsecured Promissory Notes Trustee, which shall be deemed to be the Holder of all 7.000% Unsecured Promissory Notes Claims
for purposes of distributions to be made hereunder. As soon as practicable in accordance with the requirements set forth in this Article VI,
the 7.000% Unsecured Promissory Notes Trustee shall cause such distributions to or on behalf of such Holders to be made in accordance
with the 7.000% Unsecured Promissory Notes Indenture.


 


		f.	Delivery
                                            of Distributions on Account of the HHN Notes Guarantee Claims



 


All distributions made under
the Plan on account of the Allowed HHN Notes Guarantee Claims shall be made as directed by the Plan for further distribution to Holders
of Allowed Claims under the HHN Notes Indentures, including those provisions relating to the surrender and cancellation of the HHN Notes.
If the record Holder of any of the HHN Notes is Euroclear or its nominees or another securities depository or custodian thereof, and
such HHN Notes are represented by a global security held by or on behalf of Euroclear or such other securities depository or custodian,
then each such Holder of the HHN Notes shall be deemed to have surrendered such Holder’s note, debenture or other evidence of indebtedness
upon surrender of such global security by Eurcoclear or such other securities depository or custodian thereof.


 


All
distributions to Holders of HHN Notes Guarantee Claims shall be deemed completed when made to (or at the direction of) the HHN
Notes Paying Agent in accordance with the HHN Notes Documents, who shall be deemed to be the Holder of all HHN Notes and HHN Notes Guarantee
Claims for purposes of distributions to be made hereunder. As soon as practicable in accordance with the requirements set forth in this
Article VI, the HHN Notes Paying Agent shall cause such distributions to or on behalf of such Holders to be made in accordance
with the HHN Notes Indentures.


 


If the HHN Notes Paying Agent
is unable to make, or consent to the Reorganized Debtors or HHN making, such distributions, the Reorganized Debtors or HHN, with the
cooperation of the HHN Notes Paying Agent shall make such distributions to the extent practicable to do so. The HHN Notes Paying Agent
shall have no duties or responsibilities relating to any form of distribution that is not Euroclear eligible. The HHN Notes Paying Agent,
and the Debtors, the Reorganized Debtors or HHN, as applicable, shall seek the cooperation of Euroclear so that any distribution on account
of HHN Notes Guarantee Claims or Claims against HHN that is held in the name of, or by a nominee of, Euroclear, shall be made through
the facilities of Euroclear on the Effective Date or as soon as practicable thereafter. The HHN Notes Paying Agent may transfer or direct
the transfer of such distributions directly through facilities of Euroclear (whether by means of book-entry exchange, free delivery,
or otherwise) and will be entitled to recognize and deal for all purposes under the Plan with Holders of HHN Notes Guarantee Claims to
the extent consistent with the customary practices of Euroclear. For the avoidance of doubt, such distributions shall be subject to the
HHN Notes Trustee Charging Lien as set forth in the HHN Notes Indenture. Regardless of the fact that distributions to Holders of HHN
Notes Guarantee Claims are made by the HHN Notes Paying Agent, the HHN Notes Trustee Charging Lien shall attach to such distributions
in the same manner as if such distributions were made through the HHN Notes Trustee. Neither the HHN Notes Trustee nor the HHN Notes
Paying Agent shall incur any liability whatsoever on account of any distributions under the Plan except for gross negligence or willful
misconduct.


 






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		g.	Delivery
                                            of Distributions on Account of ALOC Facility Claims



 


All distributions to Holders
of ALOC Facility Claims shall be deemed completed when made to (or at the direction of) the ALOC Facility Agent, which shall be deemed
to be the Holder of all ALOC Facility Claims for purposes of distributions to be made hereunder; provided, that non-Cash consideration
shall not be distributed in the name of the ALOC Facility Agent. As soon as practicable in accordance with the requirements set forth
in this Article VI, the ALOC Facility Agent shall cause such distributions to or on behalf of such Holders to be made in accordance
with ALOC Facility Documents.


 


		h.	Delivery
                                            of Distributions on Account of Allowed General Unsecured Claims



 


The Distribution Agent shall
make distributions to Holders of Allowed General Unsecured Claims as of the Distribution Record Date at the address for each such Holder
as indicated on the Debtors’ books and records as of the date of any such distribution; provided, that the address
for each Holder of an Allowed General Unsecured Claim shall be deemed to be the address set forth in any Proof of Claim Filed by that
Holder or the address provided to the Distribution Agent by the Holder in writing after the Effective Date, or, if no Proof of Claim
has been Filed, the address set forth in the Schedules. If a Holder holds more than one General Unsecured Claim, all Claims of the Holder
will be aggregated into one Claim and one distribution will be made with respect to the aggregated Claim.


 


		3.	No
                                            Fractional Shares, Subscription Rights, or New Warrants



 


No fractional Subscription
Rights, shares of Reorganized Hertz Parent Common Interests or Preferred Stock, or New Warrants shall be distributed, and no Cash shall
be distributed in lieu of such fractional shares or rights. When any distribution pursuant to the Plan on account of an Allowed Claim
otherwise would result in the issuance of Subscription Rights, Reorganized Hertz Parent Common Interests, Preferred Stock, or New Warrants
that are not a whole number, such shares or rights, as applicable, shall be rounded as follows: (i) fractions of greater than one-half
shall be rounded to the next higher whole number, and (ii) fractions of one-half or less shall be rounded to the next lower whole
number with no further payment on account thereof. The total number of Subscription Rights, Reorganized Hertz Parent Common Interests,
Preferred Stock, and New Warrants in each case, to be distributed pursuant to the Plan shall be adjusted as necessary to account for
the foregoing rounding.


 






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		4.	Minimum
                                            Distribution.



 


No
Cash payment of less than $50.00 shall be made to a Holder of an Allowed Claim on account of such Allowed Claim.


 


		5.	Undeliverable
                                            Distributions and Unclaimed Property



 


In the event that any distribution
to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Reorganized Debtors have
determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided,
that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration
of one year from the time of such distribution. After such date, all unclaimed property or interests in property shall be property of
the Reorganized Debtors, notwithstanding any applicable federal, provincial, state, or other jurisdiction’s escheat, abandoned,
or unclaimed property laws to the contrary, and the Claim of any Holder to such property or Interest in property shall be discharged
and forever barred. For the avoidance of doubt, any unclaimed property or interests in property with respect to General Unsecured Claims
shall be returned to the Reorganized Debtors.


 


Notwithstanding anything
set forth in this Article VI.D.5, any unclaimed or undeliverable distribution of New Warrants or any portion thereof shall
remain in the possession of the Reorganized Debtors until such time as a distribution becomes deliverable or such distribution is deemed
unclaimed property pursuant to this Article VI.D.5. To the extent an unclaimed or undeliverable distribution is New Warrants,
such New Warrants shall be deemed cancelled. Upon such cancellation, the Interest of any Holder of Class 11 Interests or its successors
with respect to such property shall be cancelled, discharged, and forever barred notwithstanding any applicable federal, provincial,
state, or other jurisdiction’s escheat, abandoned, or unclaimed property laws to the contrary


 


A distribution shall be deemed
unclaimed if a Holder has not (i) accepted a particular distribution or, in the case of distributions made by check, negotiated
such check; (ii) given notice to the Reorganized Debtors of an intent to accept a particular distribution; (iii) responded
to the Debtors’ or Reorganized Debtors’ requests for information necessary to facilitate a particular distribution; or (iv) taken
any other action necessary to facilitate such distribution.


 


		E.	Securities
                                            Registration Exemption



 


The New Warrants issued under
the Plan and the New Warrants Agreement (and shares of Reorganized Hertz Parent Common Interests issuable upon the valid exercise of
the New Warrants) will be issued without registration under the Securities Act or any similar federal, state, or local law in reliance
upon section 1145 of the Bankruptcy Code. Shares of Reorganized Hertz Parent Common Interests and New Warrants (and shares of Reorganized
Hertz Parent Common Interests issuable upon the valid exercise of the New Warrants) issued under the Plan in reliance upon section 1145
of the Bankruptcy Code are exempt from, among other things, the registration requirements of Section 5 of the Securities Act and
any other applicable federal, state, or local law requiring registration prior to the offering, issuance, distribution, or sale of Securities.
The Reorganized Hertz Parent Common Interests and New Warrants (and shares of Reorganized Hertz Parent Common Interests issuable upon
the valid exercise of the New Warrants) issued pursuant to section 1145 of the Bankruptcy Code (i) will not be a “restricted
security” as defined in Rule 144(a)(3) under the Securities Act; and (ii) will, subject to the Reorganized Hertz
Parent Organizational Documents, and with respect to the New Warrants, the New Warrants Agreement, be freely tradable and transferable
by any holder thereof that (a) is not an “affiliate” of the Reorganized Debtors as defined in Rule 144(a)(1) under
the Securities Act, (b) has not been such an “affiliate” within 90 days of such transfer, (c) has not acquired
the Reorganized Hertz Parent Common Interests or New Warrants from an “affiliate” within one year of such transfer, and (d) is
not an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code.


 






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The availability of the exemption
under section 1145 of the Bankruptcy Code or any other applicable securities laws shall not be a condition to the occurrence of the Effective
Date.


 


The
issuance and sale, as applicable, of the Reorganized Hertz Parent Common Interests and Preferred Stock issued to the Equity Commitment
Parties, Eligible Unsecured Funded Debt Holders, and Eligible Existing Hertz Shareholders are being made in reliance on the exemption
from registration set forth in section 4(a)(2) of the Securities Act or Regulation D thereunder. Such Securities will be considered
 “restricted securities” and may not be offered, sold, resold, pledged, delivered, allotted or otherwise transferred except
pursuant to an effective registration statement or under an available exemption from the registration requirements of the Securities
Act, such as under certain conditions, the resale provisions of Rule 144 of the Securities Act and in compliance with any applicable
state securities laws. Such securities shall bear a legend restricting their transferability until no longer required under applicable
requirements of the Securities Act and state securities laws.


 


The
Reorganized Hertz Parent Common Interests, Preferred Stock, and New Warrants may be made eligible for clearance and trading through the
book entry facilities of DTC, subject to restrictions on transfer, including any restrictions under the applicable nonbankruptcy law,
on or as promptly as practicable after the Effective Date, and the Reorganized Debtors shall not be required to provide any further evidence
other than the Plan or Confirmation Order with respect to the treatment of such applicable portion of the Reorganized Hertz Parent
Common Interests, the Preferred Stock, or New Warrants, and such Plan or Confirmation Order shall be deemed to be legal and binding obligations
of the Reorganized Debtors in all respects.


 


The
DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether
the Reorganized Hertz Parent Common Interests, Preferred Stock, or New Warrants are exempt from registration and/or eligible for
DTC book-entry delivery, settlement, and depository services.


 


Notwithstanding anything
to the contrary in the Plan, no Entity (including, for the avoidance of doubt, the DTC) may require a legal opinion regarding the validity
of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the Reorganized Hertz Parent Common Interest,
the Preferred Stock, the New Warrants or shares of Reorganized Hertz Parent Common Interests issuable upon the valid conversion or exercise,
as applicable, of the foregoing are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository
services.


 


		F.	Compliance
                                            with Tax Requirements



 


In connection with the Plan,
to the extent applicable, Reorganized Hertz Parent, the other Reorganized Debtors, and the Distribution Agent, as applicable, shall comply
with all tax withholding and reporting requirements imposed on them by any Governmental Unit, and all distributions pursuant to the Plan
shall be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, the Reorganized
Debtors and the Distribution Agent, as applicable, shall be authorized to take all actions necessary or appropriate to comply with such
withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient
funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions
or establishing any other mechanisms they believe are reasonable and appropriate. The Reorganized Debtors reserve the right to allocate
all distributions made under the Plan in compliance with applicable wage garnishments, alimony, child support, and other spousal awards,
Liens, and encumbrances.


 






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The Reorganized Debtors and
the Distribution Agent may require, as a condition to receipt of a distribution, that the holder of an Allowed Claim provide any information
necessary to allow the distributing party to comply with any such withholding and reporting requirements imposed by any federal, state,
local, or foreign taxing authority. If the Reorganized Debtors or the Distribution Agent make such a request and the holder fails to
comply before the date that is one hundred and eighty (180) days after the request is made, the amount of such distribution shall irrevocably
revert to the applicable Reorganized Debtors and any Claim in respect of such distribution shall be discharged and forever barred from
assertion against such Reorganized Debtor or its respective property.


 


		G.	Allocations



 


Distributions in respect
of Allowed Claims shall be allocated first to the principal amount of such Claims (as determined for federal income tax purposes) and
then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued but unpaid
interest to the extent Allowed herein.


 


		H.	No
                                            Postpetition or Default Interest on Claims



 


Unless otherwise specifically
provided for in the Plan, the Confirmation Order, or other order of the Bankruptcy Court, or required by applicable bankruptcy law, postpetition
and default interest shall not accrue or be paid on any Claims and no Holder of a Claim shall be entitled to interest accruing on or
after the Petition Date on any such Claim.


 


		I.	Setoffs
                                            and Recoupment



 


Except as otherwise expressly
provided herein, the Debtors, the Reorganized Debtors, as applicable, may, but shall not be required to, set off against or recoup from
any Claims of any nature whatsoever that the Debtors or the Reorganized Debtors may have against the Holder, but neither the failure
to do so nor the Allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any
such Claim they may have against the Holder of such Claim. In no event shall any Holder of Claims be entitled to set off any such Claim
against any claim, right, or Cause of Action of the Debtor or Reorganized Debtor (as applicable), unless (i) the Debtors have consented;
and (ii) such Holder has Filed a motion with the Bankruptcy Court requesting the authority to perform such setoff on or before the
Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, or intends to
preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise. Notwithstanding anything set forth in this
paragraph, any set off right with respect to an assumed Executory Contract or Unexpired Lease shall be governed by applicable non-bankruptcy
law, including the terms of such assumed Executory Contract or Unexpired Lease.


 


		J.	Claims
                                            Paid or Payable by Third Parties



 


		1.	Claims
                                            Paid by Third Parties



 


A Claim shall be reduced
in full, and such Claim shall be Disallowed without an objection to such Claim having to be Filed and without any further notice to or
action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment in full on account of
such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent a Holder of a Claim receives a distribution on account
of such Claim and receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall
repay, return or deliver any distribution held by or transferred to the Holder to the applicable Reorganized Debtor to the extent the
Holder’s total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of
the date of any such distribution under the Plan.


 






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		2.	Claims
                                            Payable by Insurers



 


Distributions under the Plan
to each holder of an Allowed Insured Claim against any Debtor shall be made in accordance with the treatment provided under the Plan
for the Class in which such Allowed Insured Claim is classified; except, that there shall be deducted from any distribution under
the Plan on account of an Insured Claim, for purposes of calculating the Allowed amount of such Claim, the amount of any insurance proceeds
actually received by such holder in respect of such Allowed Insured Claim. Nothing in this Section VI.K.2 shall constitute a waiver
of any Claim, right, or Cause of Action the Debtors or their Estates may hold against any Person, including any Insurer. Pursuant to
section 524(e) of the Bankruptcy Code, nothing in the Plan shall release or discharge (i) any Insurer from any obligations
to any Person under applicable law or (ii) any Insurance Policies or any rights to pursue and receive any recovery from an Insurer
under the Insurance Policies.


 


		3.	Applicability
                                            of Insurance Policies



 


Except as otherwise provided
in the Plan, distributions under the Plan to Holders of Allowed Claims and/or payments by Insurers of Claims shall be in accordance with
the provisions of any applicable Insurance Policy. Nothing contained in the Plan shall constitute or be deemed a waiver of any Cause
of Action that the Debtors or any Entity may hold against any other Entity, including Insurers under any Insurance Policies, nor shall
anything contained herein constitute or be deemed a waiver by such Insurers of any rights or defenses, including coverage defenses, held
by such Insurers.


 


		4.	Chubb
                                            Insurance Contracts



 


Notwithstanding anything
to the contrary in the Disclosure Statement, the Plan, Plan Supplement, the Plan Support Agreement, the Confirmation Order, any agreement
or order related to post-petition or exit financing, any bar date notice or claim objection, any document related to the foregoing, or
any other order of the Bankruptcy Court (including, without limitation, any other provision that purports to be preemptory or supervening,
confers Bankruptcy Court jurisdiction, grants an injunction, discharge or release, or requires a party to opt out of or object to any
releases):


 


(a) nothing
alters, modifies or otherwise amends the terms and conditions of the Insurance Program (including any agreement to arbitrate disputes
and any provisions regarding the provision, maintenance, use, nature and priority of the Chubb Collateral), except that on and after
the Effective Date, the Reorganized Debtors jointly and severally shall assume the Insurance Program in its entirety pursuant to sections
105 and 365 of the Bankruptcy Code;


 


(b) nothing
releases or discharges (i) Chubb’s security interests and liens on the Chubb Collateral and (ii) the claims of the Chubb
Companies arising from or pursuant to the Insurance Program and such claims are actual and necessary expenses of the Debtors’ estates
(or the Reorganized Debtors, as applicable) and shall be paid in full in the ordinary course of business, whether as an Allowed Administrative
Claim under section 503(b)(1)(A) of the Bankruptcy Code or otherwise, regardless of when such amounts are or shall become liquidated,
due or paid, without the need or requirement for Chubb to file or serve a request, motion, or application for payment of or proof of
any Proof of Claim, Cure Claim (or any objection to cure amounts/notices), or Administrative Claim (and further and for the avoidance
of doubt, any Claims Bar Date or Administrative Claims Bar Date shall not be applicable to the Chubb Companies);


 






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(c) the Debtors
or the Reorganized Debtors, as applicable shall not sell, assign, or otherwise transfer the Insurance Program (or the proceeds thereof),
including, but not limited to, under section 363 of the Bankruptcy Code except with the express written permission of the Chubb Companies;
and


 


(d) the automatic
stay of Bankruptcy Code section 362(a) and the injunctions set forth in Article VIII of the Plan, if and to the extent applicable,
shall be deemed lifted without further order of the Bankruptcy Court, solely to permit: (I) claimants with valid workers’
compensation claims or direct action claims against the Chubb Companies under applicable non-bankruptcy law to proceed with their claims;
(II) the Chubb Companies to administer, handle, defend, settle, and/or pay, in the ordinary course of business and without further
order of the Bankruptcy Court, (A) all workers’ compensation claims covered by the Insurance Program, (B) all claims
where a claimant asserts a direct claim against the Chubb Companies under applicable law, or an order has been entered by the Bankruptcy
Court granting a claimant relief from the automatic stay or the injunction set forth in Article VIII of the Plan to proceed with
its claim, and (C) all costs in relation to each of the foregoing; (III) the Chubb Companies to draw against any or all of
the Chubb Collateral and to hold the proceeds thereof as security for the obligations of the Debtors (and the Reorganized Debtors, as
applicable) to the Chubb Companies and/or apply such proceeds to the obligations of the Debtors (and the Reorganized Debtors, as applicable)
under the applicable Insurance Program, in such order as the Chubb Companies may determine; and (IV) subject to the terms of the
Insurance Program and/or applicable non-bankruptcy law, the Chubb Companies to (i) cancel any policies under the Insurance Program,
and (ii) take other actions relating to the Insurance Program (including effectuating a setoff), to the extent permissible under
applicable non-bankruptcy law, each in accordance with the terms of the Insurance Program.


 


Terms used in this Article VI.J.4,
but not defined in the Plan shall have the meaning attributed to them in that certain Order (I) Authorizing Assumption of the
Insurance Program, (II) Modifying the Automatic Stay, and (III) Granting Related Relief entered by the Bankruptcy Court
on August 5, 2020 [Docket No. 898]; for the avoidance of doubt, (i) the term Insurance Program includes, but is not limited
to, the Insurance Policies issued or entered into by any of the Chubb Companies; and (ii) the term Insurers shall include the Chubb
Companies.


 


Article VII.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS


 


		A.	Allowance
                                            of Claims



 


After the Effective Date,
each of the Reorganized Debtors shall have and retain any and all rights and defenses that the applicable Debtor had with respect to
any Claim immediately before the Effective Date. Except as expressly provided in the Plan or in any order entered in the Chapter 11 Cases
before the Effective Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and until such Claim is deemed
Allowed pursuant to the Plan or a Final Order, including the Confirmation Order (when it becomes a Final Order), Allowing such Claim.


 


		B.	Claims
                                            and Interests Administration Responsibilities



 


Except as otherwise expressly
provided in the Plan and notwithstanding any requirements that may be imposed pursuant to Bankruptcy Rule 9019, after the Effective
Date, the Reorganized Debtors and the Distribution Agent shall have the authority (i) to File, withdraw, or litigate to judgment
objections to Claims; (ii) to settle or compromise any Disputed Claim without any further notice to or action, order, or approval
by the Bankruptcy Court; and (iii) to administer and adjust the Claims Register to reflect any such settlements or compromises without
any further notice to or action, order, or approval by the Bankruptcy Court.


 






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For the avoidance of doubt,
except as otherwise provided herein, from and after the Effective Date, each Reorganized Debtor shall have and retain any and all rights
and defenses such Debtor had immediately prior to the Effective Date with respect to any Disputed Claim or Interest, including the Causes
of Action retained pursuant to Article IV.U.


 


		C.	ADR
                                            Procedures



 


Designated Claims shall be
subject to and resolved in accordance with the ADR Procedures, incorporated herein by reference. If the ADR Procedures are terminated
with respect to a Designated Claim, the Reorganized Debtors, or the Distribution Agent, as applicable, shall have until the Claims Objection
Deadline or, if the Claims Objection Deadline has passed, one hundred and eighty (180) days from the date of termination of the ADR Procedures
with respect to such Claim to file and serve an objection to such Claim.


 


		D.	Estimation
                                            of Claims



 


Before or after the Effective
Date, except as otherwise set forth in the ADR Procedures, the Debtors (in consultation with the Plan Sponsors), the Distribution Agent,
or the Reorganized Debtors, as applicable, may at any time request that the Bankruptcy Court estimate any Disputed Claim that is contingent
or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has
objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction
to estimate any such Claim, including during the litigation of any objection to any Claim or during the appeal relating to such objection;
provided, that, for the avoidance of doubt, no Claim or Interest Allowed under this Plan shall be considered a Disputed
Claim or Disputed Interest. In the event that the Bankruptcy Court estimates any Disputed, contingent, or unliquidated Claim, that estimated
amount shall constitute a maximum limitation on such Claim for all purposes under the Plan (including for purposes of distributions),
and the Debtors, or the Reorganized Debtors, as applicable, may elect to pursue any supplemental proceedings to object to any ultimate
distribution on such Claim. Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim that
has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such estimation
unless such Holder has Filed a motion requesting the right to seek such reconsideration on or before twenty-one (21) days after the date
on which such Claim is estimated. All of the aforementioned Claims and objection, estimation, and resolution procedures are cumulative
and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism
approved by the Bankruptcy Court.


 


If the Debtors determine,
in their reasonable discretion and in consultation with the Plan Sponsors, that (i) one or more Disputed General Unsecured Claims
are capable of estimation by the Bankruptcy Court, (ii) estimation will materially improve Effective Date distributions to Holders
of Allowed General Unsecured Claims, (iii) administration of the ADR Procedures with respect to such claims is not reasonably likely
to lead to an efficient and successful resolution of such Claim, and (iv) estimation is otherwise in the best interests of the Estates,
the Debtors shall file one or more motions to estimate such Disputed General Unsecured Claims, which motion(s) shall be filed and
noticed to be heard by the Bankruptcy Court before the Effective Date (or such other date as determined by the Bankruptcy Court).


 


		E.	Adjustment
                                            to Claims Register Without Objection



 


Any duplicate Claim or Interest,
any Claim (filed or scheduled) or Interest that has been paid or satisfied, or any Claim that has been amended or superseded, may be
adjusted or expunged on the Claims Register by the Debtors or the Reorganized Debtors, as applicable, upon stipulation or any agreement
in writing, including, without limitation, email correspondence, between the parties in interest without a Claims objection having to
be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.


 






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		F.	Time
                                            to File Objections to Claims



 


Any objections to a Claim
shall be Filed on or before the Claims Objection Deadline, as such deadline may be extended from time to time.


 


		G.	Disallowance
                                            of Claims



 


Any Claims held by Entities
from which property is recoverable under section 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable
under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed Disallowed pursuant to
section 502(d) of the Bankruptcy Code, and Holders of such Claims may not receive any distributions on account of such Claims until
such time as such Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered
and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the Debtors or the Reorganized Debtors.


 


All Proofs of Claim Filed
on account of an Indemnification Obligation shall be deemed satisfied and expunged from the Claims Register as of the Effective Date
to the extent such Indemnification Obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without
any further notice to or action, order, or approval of the Bankruptcy Court.


 


All Proofs of Claim Filed
on account of an Employee Obligation shall be deemed satisfied and expunged from the Claims Register as of the Effective Date to the
extent the Reorganized Debtors elect to honor such Obligation, without any further notice to or action, order, or approval of the Bankruptcy
Court.


 


Except as otherwise provided
herein or otherwise agreed by the Debtors or the Reorganized Debtors, any and all Proofs of Claim Filed after the applicable Claims Bar
Date shall be deemed Disallowed and expunged as of the Effective Date without any further notice or action, order, or approval of the
Bankruptcy Court, and Holders of such Claims may not receive any distributions on account of such Claims, unless the Bankruptcy Court
shall have determined by a Final Order, on or before the Confirmation Hearing, that cause exists to extend the Claims Bar Date as to
such Proof of Claim on the basis of excusable neglect.


 


		H.	Amendments
                                            to Proofs of Claim



 


On or after the Effective
Date, except as provided in the Plan or the Confirmation Order, a Claim or Proof of Claim may not be Filed or amended without the prior
authorization of the Bankruptcy Court or the Reorganized Debtors, and any such new or amended Claim or Proof of Claim Filed after the
Effective Date shall be deemed Disallowed in full and expunged without any further action or notice to the Bankruptcy Court; provided,
that the filing of an unauthorized amendment shall not affect the underlying Claim or Proof of Claim. Nothing in this paragraph shall
remove any claimant’s ability to seek leave from the Bankruptcy Court to amend a Claim or Proof of Claim.


 


		I.	Reimbursement
                                            or Contribution



 


If the Bankruptcy Court disallows
a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent
such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever Disallowed and expunged notwithstanding
section 502(j) of the Bankruptcy Code, unless before the Confirmation Date: (i) such Claim has been adjudicated as non-contingent;
or (ii) the relevant Holder of a Claim has Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has
been entered before the Confirmation Date determining such Claim is no longer contingent.


 






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		J.	No
                                            Distributions Pending Allowance



 


Except as otherwise set forth
herein, if (i) an objection to a Claim or portion thereof is Filed or (ii) the Claim has elected to participate in the ADR
Procedures, no payment or distribution provided under the Plan shall be made on account of such Disputed Claims or portion thereof unless
and until such Disputed Claim becomes an Allowed Claim.


 


		K.	Distributions
                                            After Allowance



 


To the extent that a Disputed
Claim ultimately becomes an Allowed Claim, distributions (if any) shall be made to the Holder of such Allowed Claim in accordance with
the provisions of the Plan. As soon as reasonably practicable after the date that the order or judgment of a court of competent jurisdiction
allowing any Disputed Claim becomes a Final Order, the Reorganized Debtors shall provide to the Holder of such Claim the distribution
(if any) to which such Holder is entitled under the Plan as of the Effective Date.


 


		L.	Single
                                            Satisfaction of Claims



 


Holders of Allowed Claims
may assert such Claims against each Debtor obligated with respect to such Claims, and, other than with respect to General Unsecured Claims,
such Claims shall be entitled to share in the recovery provided for the applicable Class of Claims against each obligated Debtor
based upon the full Allowed amount of such Claims. Notwithstanding the foregoing, in no case shall the aggregate value of all property
received or retained under the Plan on account of any Allowed Claim exceed one hundred (100) percent of the underlying Allowed Claim
plus applicable interest, if any.


 


Article VIII.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS


 


		A.	Compromise
                                            and Settlement of Claims, Interests, and Controversies



 


Pursuant to section 1123
of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant
to the Plan, the Plan is and shall be deemed a good-faith compromise and settlement of all Claims, Interests, and controversies
relating to the contractual, legal, and subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed
Claim or Interest, or any distribution to be made on account of such Allowed Claim or Interest.


 


The entry of the Confirmation
Order shall constitute the Bankruptcy Court’s approval of the compromise or settlement of all such Claims, Interests, and
controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors,
their Estates, and Holders of Claims and Interests and is fair, equitable, and reasonable. The compromises, settlements, and releases
described herein shall be deemed nonseverable from each other and from all other terms of the Plan. In accordance with the provisions
of the Plan, pursuant to Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court,
after the Effective Date, the Reorganized Debtors may compromise and settle Claims against, and Interests in, the Debtors and their Estates
and Causes of Action against other Entities.


 






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		B.	Discharge
                                            of Claims and Termination of Interests



 


Pursuant to section 1141(d) of
the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in a contract, instrument, or other agreement or document
executed pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction,
discharge, and release, effective as of the Effective Date, of Claims (including any Intercompany Claims resolved or compromised after
the Effective Date by the Reorganized Debtors), Interests, and Causes of Action of any nature whatsoever, including any interest
accrued on Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligations
of, rights against, and interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have
been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes
of Action that arose before the Effective Date, any contingent or non-contingent liability on account of representations or warranties
issued on or before the Effective Date, any Claims for withdrawal liability that relate to services performed by employees of the Debtors
before the Effective Date or that arise from a termination of employment, and all debts of the kind specified in sections 502(g), 502(h),
or 502(i) of the Bankruptcy Code, in each case whether or not (i) a Proof of Claim based upon such debt or right is Filed or
deemed Filed pursuant to section 501 of the Bankruptcy Code; (ii) a Claim or Interest based upon such debt, right, or Interest is
Allowed pursuant to section 502 of the Bankruptcy Code; or (iii) the Holder of such a Claim or Interest has voted to accept the
Plan. Any default or “event of default” by the Debtors or Affiliates with respect to any Claim or Interest that existed
immediately before or on account of the Filing of the Chapter 11 Cases shall be deemed cured (and no longer continuing) as of the Effective
Date with respect to a Claim that is Unimpaired by the Plan. The Confirmation Order shall be a judicial determination of the discharge
of all Claims and Interests subject to the Effective Date occurring.


 


		C.	Releases
                                            by the Debtors



 


Pursuant to section 1123(b) of
the Bankruptcy Code, for good and valuable consideration, the adequacy of which is hereby confirmed, as of the Effective Date, the Debtors
and their Estates, the Reorganized Debtors and each of their respective current and former Affiliates (with respect to non-Debtors, to
the extent permitted by applicable law), on behalf of themselves and their respective Estates, including, without limitation, any successor
to the Debtors or any Estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, shall be
deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived and discharged the Released Parties
from any and all Claims, Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever
(including any derivative Claims asserted or that may be asserted on behalf of the Debtors or their Estates), whether known or unknown,
foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, based on or relating to, or in any manner arising
from, in whole or in part, the Debtors, DIP Financing, Equity Commitment, Interim Fleet Financing Facility, DFLF Facility, Canada
Fleet Financing Facility, HVF Facility Documents, HVF II Facility, HVF II Facility Documents, Donlen Sale, HHN Restructuring, HIL Facility,
the Commitment Letter, the Donlen Canada Securitization Facility, the Australian Securitization Facility, the Lombard Vehicle Financing
Facility, the Second Lien Note Documents, the formulation, preparation, dissemination, negotiation of the Plan, the Disclosure Statement,
the Plan Support Agreement, the Equity Commitment Documents, any Definitive Document, or any Restructuring Transaction, contract, instrument,
release, or other agreement or document created or entered into in connection with the Plan, the Disclosure Statement, the Chapter 11
Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance
or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan, or any other related agreement, or
upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related
or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth in this Article VIII.C
shall not release (i) any Released Party from Claims or Causes of Action arising from an act or omission that is judicially
determined by a Final Order to have constituted actual fraud, willful misconduct, or gross negligence, or (ii) any post-Effective
Date obligations of any party or Entity under the Plan, the Definitive Documents, any Restructuring Transaction, or any document, instrument,
or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.


 






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		D.	Releases
                                            by Holders of Claims and Interests



 


As of the Effective Date,
for good and valuable consideration, the adequacy of which is hereby confirmed, each Releasing Party shall be deemed to have conclusively,
absolutely, unconditionally, irrevocably, and forever released, waived and discharged each Debtor, Reorganized Debtor, and other Released
Party from any and all Claims, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, including
any derivative Claims asserted or that may be asserted on behalf of the Debtors or their Estates, that such Entity would have been legally
entitled to assert in their own right (whether individually or collectively) or on behalf of the Holder of any Claim or Interest, whether
known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, based on or relating to, or
in any manner arising from, in whole or in part, the Debtors, DIP Financing, Equity Commitment, Interim Fleet Financing Facility,
DFLF Facility, Canada Fleet Financing Facility, HVF Facility Documents, HVF II Facility, HVF II Facility Documents, Donlen Sale, HHN
Restructuring, HIL Facility, the Commitment Letter, the Donlen Canada Securitization Facility, the Australian Securitization Facility,
the Lombard Vehicle Financing Facility, the Second Lien Note Documents, the formulation, preparation, dissemination, or negotiation of
the Plan, the Disclosure Statement, the Plan Support Agreement, the Equity Commitment Documents, any Definitive Document, or any Restructuring
Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Plan, the Disclosure
Statement, the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the
Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan, or any
other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before
the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set
forth in this Article VIII.D shall not be construed as (i) releasing any Released Party from Claims or Causes of Action
arising from an act or omission that is judicially determined by a Final Order to have constituted actual fraud, willful misconduct,
or gross negligence, (ii) releasing any post-Effective Date obligations of any party or Entity under the Plan, the Definitive Documents,
any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed
to implement the Plan, or (iii) except as set forth in this Plan, releasing any obligation of HHN, HUK, or any of HHN’s non-Debtor
subsidiaries under the HHN Notes Documents.


 


		E.	Exculpation



 


Except as otherwise specifically
provided in the Plan, no Exculpated Party shall have or incur liability for, and each Exculpated Party is hereby released and exculpated
from, any Cause of Action for any claim related to any act or omission from the Petition Date to the Effective Date in connection with,
relating to, or arising out of, the Chapter 11 Cases, in whole or in part, the Debtors, DIP Financing, Equity Commitment, Interim
Fleet Financing Facility, DFLF Facility, Canada Fleet Financing Facility, HVF II Facility, Donlen Sale, HHN Restructuring, HIL Facility,
the Donlen Canada Securitization Facility, the Australian Securitization Facility, the Lombard Vehicle Financing Facility, the formulation,
preparation, dissemination, negotiation, of the Plan, the Disclosure Statement, the Plan Support Agreement, the Equity Commitment Documents,
any Definitive Document, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered
into in connection with the Plan, the Disclosure Statement, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit
of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to
the Plan, or the distribution of property under the Plan, or any other related agreement, except for Claims or Causes of Action arising
from an act or omission that is judicially determined in a Final Order to have constituted actual fraud, willful misconduct, or gross
negligence, but in all respects, such Exculpated Parties shall be entitled to reasonably rely upon the advice of counsel with respect
to their duties and responsibilities. The Exculpated Parties have, and upon Consummation of the Plan, shall be deemed to have, participated
in good faith and in compliance with the applicable laws with regard to the solicitation of, and distribution of, consideration pursuant
to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable
law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the
Plan.


 






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		F.	Injunction



 


EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THE PLAN OR FOR DISTRIBUTIONS REQUIRED TO BE PAID OR DELIVERED PURSUANT TO THE PLAN OR THE CONFIRMATION ORDER, ALL ENTITIES
THAT HAVE HELD, HOLD, OR MAY HOLD CLAIMS OR INTERESTS THAT HAVE BEEN RELEASED PURSUANT TO ARTICLE VIII.C OR ARTICLE VIII.D,
SHALL BE DISCHARGED PURSUANT TO ARTICLE VIII.B OF THE PLAN, OR ARE SUBJECT TO EXCULPATION PURSUANT TO ARTICLE VIII.E,
ARE PERMANENTLY ENJOINED, FROM AND AFTER THE EFFECTIVE DATE, FROM TAKING ANY OF THE FOLLOWING ACTIONS AGAINST, AS APPLICABLE, THE DEBTORS,
THE REORGANIZED DEBTORS, THE RELEASED PARTIES, OR THE EXCULPATED PARTIES (TO THE EXTENT OF THE EXCULPATION PROVIDED PURSUANT TO ARTICLE VIII.E
WITH RESPECT TO THE EXCULPATED PARTIES): (I) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER PROCEEDING OF ANY KIND
ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS; (II) ENFORCING, ATTACHING, COLLECTING, OR RECOVERING
BY ANY MANNER OR MEANS ANY JUDGMENT, AWARD, DECREE, OR ORDER AGAINST SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT
TO ANY SUCH CLAIMS OR INTERESTS; (III) CREATING, PERFECTING, OR ENFORCING ANY LIEN OR ENCUMBRANCE OF ANY KIND AGAINST SUCH ENTITIES
OR THE PROPERTY OR THE ESTATES OF SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS;
(IV) ASSERTING ANY RIGHT OF SETOFF, SUBROGATION, OR RECOUPMENT OF ANY KIND AGAINST ANY OBLIGATION DUE FROM SUCH ENTITIES OR AGAINST
THE PROPERTY OF SUCH ENTITIES ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS UNLESS SUCH ENTITY
HAS TIMELY ASSERTED SUCH SETOFF RIGHT IN A DOCUMENT FILED WITH THE BANKRUPTCY COURT IN ACCORDANCE WITH THE TERMS OF THIS PLAN EXPLICITLY
PRESERVING SUCH SETOFF, AND NOTWITHSTANDING AN INDICATION OF A CLAIM OR INTEREST OR OTHERWISE THAT SUCH ENTITY ASSERTS, HAS, OR INTENDS
TO PRESERVE ANY RIGHT OF SETOFF PURSUANT TO APPLICABLE LAW OR OTHERWISE; AND (V) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION
OR OTHER PROCEEDING OF ANY KIND ON ACCOUNT OF OR IN CONNECTION WITH OR WITH RESPECT TO ANY SUCH CLAIMS OR INTERESTS RELEASED OR SETTLED
PURSUANT TO THE PLAN.


 






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		G.	Subordination
                                            Rights



 


The
classification and manner of satisfying all Claims and Interests under the Plan take into consideration all subordination rights, whether
arising under general principles of equitable subordination, contract, section 510(c) of the Bankruptcy Code, any of the intercreditor
agreements with respect to the Prepetition Debt Documents or otherwise, that a Holder of a Claim or Interest may have against other Claim
or Interest Holders with respect to any distribution made pursuant to the Plan. Nothing in the Plan shall release or otherwise
impair any subordination agreement between creditors, including the First Lien Agent’s rights to enforce any subordination agreement
against the Second Lien Note Trustee pursuant to Bankruptcy Code section 510 or any such subordination agreement and the rights and defenses
of the Second Lien Note Trustee related to any such enforcement.


 


		H.	Release
                                            of Liens



 


Except (i) with respect
to the Liens securing (a) the New Reorganized Corporate Debt, and (b) to the extent elected by the Debtors with respect to
an Allowed Other Secured Claim in accordance with Article III.B.2; or (ii) as otherwise provided herein or in any contract,
instrument, release, or other agreement or document created pursuant to the Plan, on the Effective Date, all mortgages, deeds of trust,
Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and the holders
of such mortgages, deeds of trust, Liens, pledges, or other security interests shall execute such documents as may be reasonably requested
by the Debtors or the Reorganized Debtors, as applicable, to reflect or effectuate such releases, and all of the right, title, and interest
of any holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtor and
its successors and assigns.


 


Article IX.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE PLAN


 


		A.	Conditions
                                            Precedent to the Effective Date



 


It shall be a condition to
Consummation of the Plan that the following conditions shall have been satisfied or occur in conjunction with the occurrence of the Effective
Date (or shall be waived pursuant to Article IX.B):


 


1.            the
Bankruptcy Court shall have entered the Disclosure Statement Order and approved the Rights Offering Procedures, solicitation procedures,
and other materials related to the Plan, in form and substance consistent with the Plan Support Agreement and the Equity Commitment Documents
and otherwise reasonably acceptable to the Debtors and the Plan Sponsors;


 


2.            the
Bankruptcy Court shall have entered the ECA Approval Order, which order shall not have been stayed pending appeal, in form and substance
consistent with the Equity Commitment Documents and otherwise reasonably acceptable to the Plan Sponsors;


 


3.            the
Equity Commitment Documents shall have been executed and delivered by each Entity party thereto and shall remain in full force and effect,
all conditions shall have been satisfied thereunder or waived by the parties to the Equity Commitment Agreement, and there shall be no
breach that would give rise to the right to terminate the Equity Commitment Agreement for which notice has been given in accordance with
the terms thereof, and, contemporaneously with the occurrence of the Effective Date, the Debtors shall have issued the Reorganized Hertz
Parent Common Interests and Preferred Stock to the Equity Commitment Parties;


 






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4.            the
Bankruptcy Court shall have entered the Confirmation Order, in form and substance materially consistent with the Plan and otherwise reasonably
acceptable to the Debtors and the Plan Sponsors and such order shall not have been stayed pending appeal;


 


5.            the
Plan Support Agreement shall be in full force and effect with respect to the Debtors and the Plan Sponsors;


 


6.            the
Definitive Documents shall contain terms and conditions consistent in all material respects with the Plan, the Equity Commitment Documents,
and the Plan Support Agreement or otherwise acceptable to the Debtors and the Plan Sponsors;


 


7.            each
of the Equity Commitment Parties, or its respective affiliates or related funds, (or their replacements consistent with the terms of
the Equity Commitment Documents) shall have purchased its respective allocation of the Preferred Stock and Reorganized Hertz Parent Common
Interests consistent with the terms of the Equity Commitment Documents;


 


8.            the
Rights Offering, conducted in accordance with the Rights Offering Procedures, shall have been consummated;


 


9.            the
Equity Commitment Parties shall have purchased the Unsubscribed Shares, if any;


 


10.           the
Professional Fee Escrow shall have been established and funded in Cash in accordance with Article II.E.3;


 


11.          the
Transaction Expenses, then known or submitted to the Debtors shall have been paid in full in Cash through and including the Effective
Date;


 


12.          the
Debtors shall have caused HVF II to pay the then-outstanding HVF II Obligations in full in Cash in the sequence set forth in the HVF
II Refinancing Steps Document;


 


13.          the
HVF III Documents shall have been executed and delivered by each Entity party thereto and shall be effective;


 


14.          the
conditions precedent to the entry into the HVF III Documents shall have been satisfied, waived, or shall be contemporaneously with the
occurrence of the Effective Date;


 


15.          the
Exit Facility Documents shall have been executed and delivered by each Entity party thereto and shall be effective;


 


16.          the
conditions precedent to entry into the New Reorganized Corporate Debt shall have been satisfied, waived, or shall be satisfied contemporaneously
with the occurrence of the Effective Date;


 


17.          the
Debtors shall have obtained the Tail D&O Policy;


 


18.          the
Debtors shall have designated a portion of the New Money Investment to be used for the purpose of paying all obligations under the HIL
Facility in full in Cash in accordance with the terms thereof; and


 






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19.           all
conditions precedent to the issuance of the Reorganized Hertz Parent Common Interests and Preferred Stock, other than any conditions
related to the occurrence of the Effective Date, shall have occurred.


 


		B.	Waiver
                                            of Conditions



 


The conditions to the Effective
Date of the Plan set forth in this Article IX may be waived only if waived in writing by the Debtors, the Plan Sponsors and,
to the extent such conditions relate to a Consenting Investor Provision, the Requisite Consenting Investors, except that Article IX.A.3, IX.A.7, IX.A.8,
and IX.A.9, may be waived solely by (i) the Debtors or (ii) the Plan Sponsors and, to the extent such conditions relate
to a Consenting Investor Provision, the Requisite Consenting Investors, as applicable, if the reason for the failure of such conditions
is the result in whole or in part of a breach of the Equity Commitment Parties or the Debtors, as applicable, of their obligations, without
notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate the Plan, subject
to the terms of the Bankruptcy Code and the Bankruptcy Rules.


 


		C.	Substantial
                                            Consummation



 


“Substantial consummation”
of the Plan, as defined by section 1101(2) of the Bankruptcy Code, shall be deemed to occur on the Effective Date.


 


		D.	Committee
                                            Complaint



 


Upon entry of the Confirmation
Order, the Committee Complaint shall be held in abeyance and all deadlines and hearings in respect thereof shall be tolled sine die
pending the Effective Date. The tolling of all deadlines and hearings set out in the preceding sentence shall apply to any and all
pending and contemplated actions involving Released Parties and Releasing Parties that would otherwise be released pursuant to the Plan
on the Effective Date.


 


Upon the occurrence of the
Effective Date, the Committee Complaint shall be deemed voluntarily dismissed with prejudice and notice of said dismissal shall be filed
on the docket of the adversary proceeding related thereto.


 


		E.	Bifurcation
                                            Motion



 


The Bifurcation Motion shall
be held in abeyance and all deadlines and hearings in respect thereof shall be tolled sine die pending the Effective Date. The
tolling of all deadlines and hearings set out in the preceding sentence shall apply to any and all pending and contemplated actions involving
Released Parties and Releasing Parties that would otherwise be released pursuant to the Plan on the Effective Date.


 


Nothing herein shall prevent
the Debtors from withdrawing the Bifurcation Motion at any time. Upon the occurrence of the Effective Date, the Bifurcation Motion shall
be deemed voluntarily dismissed with prejudice and notice of said dismissal shall be filed on the docket in the Chapter 11 Cases.


 


		F.	Effect
                                            of Non-Occurrence of Conditions to the Effective Date



 


If the Effective Date does
not occur and circumstances make clear that the Effective Date will not occur, the Plan shall be null and void in all respects and nothing
contained in the Plan or the Disclosure Statement shall (i) constitute a waiver or release of any Claims by or Claims against or
Interests in the Debtors; (ii) prejudice in any manner the rights of the Debtors, any Holders of a Claim or Interest or any other
Entity; or (iii) constitute an admission, acknowledgment, offer, or undertaking by the Debtors, any Holders, or any other Entity
in any respect.


 






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Article X.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN


 


		A.	Modification
                                            and Amendments



 


Subject to the consent of
the Plan Sponsors and any other applicable consent rights set forth in the Plan Support Agreement, the Debtors reserve the right to modify
the Plan and seek Confirmation consistent with the Bankruptcy Code and the Bankruptcy Rules and, as appropriate, not resolicit votes
on such modified Plan. Subject to the consent of the Plan Sponsors and any other applicable consent rights set forth in the Plan Support
Agreement and subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019,
and those restrictions on modifications set forth in the Plan, the Debtors expressly reserve their rights to alter, amend, or modify
materially the Plan one or more times after Confirmation and, to the extent necessary, may initiate proceedings in the Bankruptcy Court
to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure
Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. The Debtors
have the right to amend the treatment of any Class under the Plan other than Class 7 General Unsecured Claims as permitted
by the Bankruptcy Code and Bankruptcy Rules; provided, that any such amendment shall not adversely affect in any way the
recovery to the Class 7 General Unsecured Claims.


 


		B.	Effect
                                            of Confirmation on Modifications



 


Entry of the Confirmation
Order shall mean that all modifications or amendments to the Plan occurring after the solicitation thereof are approved pursuant to section
1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.


 


		C.	Effect
                                            of Confirmation



 


Upon entry of the Confirmation
Order, the Bankruptcy Court shall be deemed to have made and issued on the Confirmation Date the findings of fact and conclusions of
law as though made after due deliberation and upon the record at the Confirmation Hearing. Upon entry of the Confirmation Order, any
and all findings of fact in the Plan shall constitute findings of fact even if they are stated as conclusions of law, and any and all
conclusions of law in the Plan shall constitute conclusions of law even if stated as findings of fact.


 


		D.	Revocation
                                            or Withdrawal of the Plan



 


The Debtors reserve the right
to revoke or withdraw the Plan prior to the Confirmation Date. If the Debtors revoke or withdraw the Plan, in accordance with the preceding
sentence, or if Confirmation and Consummation do not occur, then (i) the Plan shall be null and void in all respects; (ii) any
settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of
Claims or Interests), assumption or rejection of Executory Contracts or Unexpired Leases effected by the Plan, and any document or agreement
executed pursuant to the Plan, shall be deemed null and void; and (iii) nothing contained in the Plan shall (a) constitute
a waiver or release of any Claims or Interests, (b) prejudice in any manner the rights of the Debtors or any other Entity, including
the Holders of Claims or the non-Debtor subsidiaries, or (c) constitute an admission, acknowledgement, offer, or undertaking of
any sort by the Debtors or any other Entity, including the non-Debtor subsidiaries.


 






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Article XI.

RETENTION OF JURISDICTION


 


Notwithstanding the entry
of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain
jurisdiction over the Chapter 11 Cases and all matters arising out of, or related to, the Chapter 11 Cases and the Plan, including jurisdiction
to:


 


1.            Allow,
Disallow, determine, liquidate, classify, estimate, or establish the priority, Secured or unsecured status, or amount of any Claim or
Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections
to the Secured or unsecured status, priority, amount, or Allowance of Claims or Interests; provided that, for the avoidance of
doubt, the Bankruptcy Court’s retention of jurisdiction with respect to such matters shall not preclude the Debtors or the Reorganized
Debtors, as applicable, from seeking relief from any other court, tribunal, or other legal forum of competent jurisdiction with respect
to such matters;


 


2.            decide
and resolve all matters related to the granting and denying, in whole or in part, any applications for allowance of compensation or reimbursement
of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan;


 


3.            resolve
any matters related to (i) the assumption, assumption and assignment or rejection of any Executory Contract or Unexpired Lease to
which a Debtor is a party or with respect to which a Debtor may be liable in any manner and to hear, determine, and, if necessary, liquidate,
any Claims arising therefrom, including Claims related to the rejection of an Executory Contract or Unexpired Lease, Cure Claims, or any
other matter related to such Executory Contract or Unexpired Lease; (ii) the Reorganized Debtors amending, modifying, or supplementing,
after the Confirmation Date, the schedule of Executory Contracts and Unexpired Leases to be assumed or rejected pursuant to Article V;
and (iii) any dispute regarding whether a contract or lease is or was executory or unexpired;


 


4.            adjudicate
controversies, if any, with respect to distributions to Holders of Allowed Claims;


 


5.            adjudicate,
decide, or resolve any motions, adversary proceedings, contested, or litigated matters, and any other matters, and grant or deny any applications
involving a Debtor that may be pending on the Effective Date;


 


6.            adjudicate,
decide, or resolve any and all matters related to Causes of Action;


 


7.            adjudicate,
decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code;


 


8.            enter
and implement such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan, and all
contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the Disclosure
Statement;


 


9.            enforce
any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code;


 


10.          resolve
any cases, controversies, suits, disputes, or Causes of Action that may arise in connection with the Consummation, interpretation, or
enforcement of the Plan or any Entity’s obligations incurred in connection with the Plan;


 






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11.          issue
injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference
by any Entity with Consummation or enforcement of the Plan;


 


12.          resolve
any cases, controversies, suits, disputes, or Causes of Action with respect to the settlements, compromises, discharges, releases, injunctions,
exculpations, and other provisions contained in Article VIII and enter such orders as may be necessary or appropriate to implement
such releases, injunctions, and other provisions;


 


13.          resolve
any cases, controversies, suits, disputes, or Causes of Action with respect to the repayment or return of distributions and the recovery
of additional amounts owed by the Holder of a Claim or Interest for amounts not timely repaid pursuant to Article VI.J.1;


 


14.          enter
and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked,
or vacated;


 


15.          determine
any other matters that may arise in connection with or relate to the Plan, the Disclosure Statement, the Confirmation Order, or the Plan
Supplement;


 


16.          adjudicate
any and all disputes arising from or relating to distributions under the Plan or any transactions contemplated therein;


 


17.          consider
any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including
the Confirmation Order;


 


18.          determine
requests for the payment of Claims entitled to priority pursuant to section 507 of the Bankruptcy Code;


 


19.          hear
and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code
(including the expedited determination of taxes under section 505(b) of the Bankruptcy Code);


 


20.          hear
and determine matters concerning exemptions from state and federal registration requirements in accordance with section 1145 of the Bankruptcy
Code;


 


21.          hear
and determine all disputes involving the existence, nature, or scope of the release or exculpation provisions set forth in the Plan, including
any dispute relating to any liability arising out of the termination of employment or the termination of any employee or retiree benefit
program, regardless of whether such termination occurred prior to or after the Effective Date;


 


22.          enforce
all orders previously entered by the Bankruptcy Court;


 


23.          hear
any other matter not inconsistent with the Bankruptcy Code;


 


24.          enter
an order concluding or closing the Chapter 11 Cases; and


 


25.          enforce
the compromise, settlement, injunction, release, and exculpation provisions set forth in Article VIII.


 






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Notwithstanding the foregoing, the Bankruptcy
Court shall not retain jurisdiction over disputes concerning documents contained in the Plan Supplement or other Definitive Documents
that have a jurisdictional, forum selection, or dispute resolution clause that requires actions to be brought in a court other than the
Bankruptcy Court and any disputes concerning documents contained in the Plan Supplement or any Definitive Document that contain such clauses
shall be governed in accordance with the provisions of such documents.


 


Article XII.

MISCELLANEOUS PROVISIONS


 


		A.	Immediate
                                            Binding Effect



 


Subject to Article IX.A
and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, on the Effective Date, upon the effectiveness of
the Plan, the terms of the Plan, the Plan Supplement, and the Confirmation Order shall be immediately effective and enforceable and deemed
binding upon the Debtors and Reorganized Debtors, as applicable, and any and all Holders of Claims or Interests (regardless of whether
the Holders of such Claims or Interests are deemed to have accepted or rejected the Plan), all Entities that are parties to or are subject
to the settlements, compromises, releases, and injunctions described in the Plan, each Entity acquiring property under the Plan or the
Confirmation Order, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors. All Claims shall
be as fixed, adjusted, or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or debt has voted
on the Plan.


 


		B.	Additional
                                            Documents



 


On or before the Effective
Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or appropriate to effectuate
and further evidence the terms and conditions of the Plan. The Debtors and all Holders of Claims or Interests receiving distributions
pursuant to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents
and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.


 


		C.	Payment
                                            of Statutory Fees



 


All fees due and payable
pursuant to 28 U.S.C. § 1930(a) prior to the Effective Date shall be paid by the Debtors in full in Cash on the Effective Date.
On and after the Effective Date, the Reorganized Debtors shall pay any and all such fees in full in Cash when due and payable, and shall
file with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee. Each Debtor shall remain obligated
to pay quarterly fees to the U.S. Trustee until the earliest of that particular Debtor’s case being closed, dismissed, or converted
to a case under chapter 7 of the Bankruptcy Code. Notwithstanding anything to the contrary herein, the U.S. Trustee shall not be required
to File a Proof of Claim or any other request for payment of quarterly fees.


 


		D.	Reservation
                                            of Rights



 


Except as expressly set forth
in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order in accordance with
Article IX.A hereof. Neither the Plan, any statement or provision contained in the Plan, nor any action taken or not taken
by any Debtor with respect to the Plan, the Disclosure Statement, the Confirmation Order, or the Plan Supplement shall be or shall be
deemed to be an admission or waiver of any rights of any Debtor with respect to the Holders of Claims or Interests prior to the Effective
Date.


 






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		E.	Transaction
                                            Expenses



 


The Transaction Expenses
incurred, or estimated to be incurred, up to and including the Effective Date shall be paid in full in Cash on the Effective Date (to
the extent not previously paid prior to or during the course of the Chapter 11 Cases) pursuant to the terms of the Equity Commitment
Agreement without any requirement: (i) 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); (iii) to comply with any guidelines of the U.S. Trustee; or (iv) to
provide itemized time detail; provided, that the applicable advisors will provide additional detail as reasonably requested
by the Debtors. All Transaction Expenses to be paid on the Effective Date shall be estimated as of the Effective Date and summary invoices
evidencing such amounts shall be delivered to the Debtors at least five (5) Business Days before the anticipated Effective Date;
provided that any estimates provided shall not be considered an admission or limitation with respect to such Transaction Expenses. The
Transaction Expenses are Allowed in full as Administrative Claims and shall not be subject to the Administrative Claims Bar Date.


 


On the Effective Date, the
Debtors shall pay in full and in Cash the Unsecured Notes Trustees’ Fees and the 7.000% Unsecured Promissory Notes Trustee’s
Fees.3


 


		F.	Successors
                                            and Assigns



 


The rights, benefits, and
obligations of any Entity named or referred to in the Plan or the Confirmation Order shall be binding on, and shall inure to the benefit
of, any heir, executor, administrator, successor or assign, Affiliate, officer, director, manager, agent, representative, attorney, beneficiaries,
or guardian, if any, of each Entity.


 


		G.	Service
                                            of Documents



 


Any pleading, notice, or
other document required by the Plan to be served on or delivered to the Debtors or Reorganized Debtors shall be served on:


 


		Debtors	Hertz Global Holdings, Inc.

                                            8501 Williams Road

                                            Estero, Florida 33982

                                            Attn.: M. David Galainena
	 	 	dave.galainena@hertz.com
	 	 	 
	 	 	with
copies to:
	 	 	 
	 	Counsel to Debtors	White &
Case LLP

Southeast Financial Center

200 South Biscayne Boulevard, Suite 4900
	 	 	Miami, Florida 33131

Attn.: Thomas E Lauria; Matthew Brown
	 	 	tlauria@whitecase.com
	 	 	mbrown@whitecase.com



 





 






3 Notwithstanding anything to the contrary herein, to the
extent not paid as Transaction Expenses, (a) the 7.000% Unsecured Promissory Notes Trustee reserves all rights to seek payment of the
7.000% Unsecured Promissory Notes Trustee’s Fees as a General Unsecured Claims or other Claim, and (b) the Unsecured Notes Trustees
reserve all rights to seek payment of the Unsecured Notes’ Trustees’ Fees as a Class 5 Claim or other Claim.


 






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	 	 	- and -
	 	 	 
	 	 	White & Case LLP
	 	 	1221 Avenue of the Americas

New York, New York 10020

Attn: David Turetsky

david.turetsky@whitecase.com
	 	 	 
	 	 	- and -
	 	 	 
	 	 	Richards, Layton & Finger, PA
	 	 	One Rodney Square
	 	 	920 North King Street
	 	 	Wilmington, Delaware 19801
	 	 	Attn: John Knight; Brett M. Haywood
	 	 	knight@rlf.com
	 	 	haywood@rlf.com
	 	 	 
	 	Counsel
to Certares, Knighthead, and Amarillo	Kirkland &
Ellis LLP
	 	 	601 Lexington Avenue
	 	 	New
York, New York 10022
	 	 	Attn: Stephen E. Hessler, P.C.
	 	 	shessler@kirkland.com
	 	 	 
	 	 	- and -
	 	 	 
	 	 	Kirkland & Ellis LLP
	 	 	300 N LaSalle Dr,
	 	 	Chicago, IL 60654
	 	 	Attn:
John R. Luze
	 	 	john.luze@kirkland.com
	 	 	 
	 	Counsel to Apollo	Paul, Weiss, Rifkind,
	 	 	Wharton & Garrison, LLP
	 	 	1285 Avenue of the Americas
	 	 	New
York, New York 10019
	 	 	Attn:
Jeffrey D. Saferstein,
	 	 	Kyle J. Kimpler
	 	 	jsaferstein@paulweiss.com
	 	 	kkimpler@paulweiss.com






 


		H.	Term
                                            of Injunctions or Stays



 


Unless otherwise provided
in the Plan or in the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362
of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays
contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All injunctions or stays
contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.


 






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		I.	Entire
                                            Agreement



 


The Plan, Plan Supplement,
and Confirmation Order supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and
representations on such subjects, all of which have become merged and integrated into the Plan and Confirmation Order.


 


		J.	Nonseverability
                                            of Plan Provisions



 


If, prior to Confirmation,
any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall be
prohibited from altering or interpreting such term or provision to make it valid or enforceable; provided, that at the
request of the Debtors (in consultation with the Plan Sponsors), the Bankruptcy Court shall have the power to alter and interpret such
term or provision to make it valid or enforceable, consistent with the original purpose of the term or provision held to be invalid,
void or unenforceable, and such terms or provision shall then be applicable as altered or interpreted provided that any such alteration
or interpretation shall be acceptable to the Debtors and the Plan Sponsors. The Confirmation Order shall constitute a judicial determination
and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing,
is (i) valid and enforceable pursuant to its terms; (ii) integral to the Plan and may not be deleted or modified without consent
from the Debtors; and (iii) nonseverable and mutually dependent.


 


		K.	Dissolution
                                            of Committee



 


On the Effective Date, the
Committee and any other official committees appointed in the Chapter 11 Cases will dissolve; provided that, following the Effective
Date, the Committee shall continue in existence and have standing and a right to be heard for the following limited purposes: (i) Claims
and/or applications, and any relief related thereto, for compensation by Professionals and requests for Allowance of Administrative Claims
for substantial contribution pursuant to section 503(b)(3)(D) of the Bankruptcy Code; and (ii) any appeals of the Confirmation
Order or other appeal to which the Committee is a party. The Debtors or Reorganized Debtors, as applicable, shall, in the ordinary course
of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented
legal, professional, or other fees and expense relating to actions of the Committee after the Effective Date taken with respect to the
foregoing limited purposes subject to a maximum aggregate amount to be agreed by the Debtors, Committee, and Plan Sponsors and identified
in the Plan Supplement. Upon the dissolution of the Committee, the Committee Members and their respective Professionals will cease to
have any duty, obligation or role arising from or related to the Chapter 11 Cases and shall be released and discharged from all rights
and duties from or related to the Chapter 11 Cases.


 


		L.	Expedited
                                            Tax Determination



 


The Debtors may request an
expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns filed for or on behalf of the Debtors
for all taxable periods through the Effective Date.


 


[Remainder of page intentionally left
blank.]


 






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Respectfully submitted, as of May 14, 2021


 


	 	Hertz Global Holdings, Inc.
	 	The Hertz Corporation
	 	The Debtors
	 	 
	 	By:	/s/ M. David Galainena
	 	Name:	M. David Galainena
	 	Title:	General Counsel



 






    


     


    

 


EXHIBIT A 


New Warrant Term Sheet4


 


	Issuer:	Reorganized Hertz
Parent (the “Issuer”).
	 	 
	Participants:	All
                                            Existing Hertz Shareholders other than Eligible Existing Hertz Shareholders that elect to
                                            receive Shareholder Subscription Rights in lieu of the New Warrants in accordance with the
                                            Plan on a Pro Rata basis (based on Existing Hertz Parent Interests held by all Holders
                                            of Existing Hertz Parent Interests).



 


	Security:	New
                                            Warrants to purchase Reorganized Hertz Parent Common Interest representing up to 18.0% of
                                            the aggregate number of Reorganized Hertz Parent Common Interests issued and outstanding
                                            on the Effective Date (with such percentage reduced proportionally to account for Holders
                                            of Existing Hertz Parent Interests that elect to receive the Shareholder Subscription Rights
                                            in accordance with the Plan and calculated after giving effect to the issuance of all Reorganized
                                            Hertz Parent Common Interest issuable upon exercise of New Warrants (the “Warrant
                                            Shares”)), subject to dilution on account of (i) the Management Incentive
                                            Plan (which will reserve Reorganized Hertz Parent Common Interests, on a fully diluted basis
                                            (assuming full exercise of the New Warrants)), and (ii) the terms described under “Anti-Dilution/Adjustments”
                                            below with respect to any other issuances of Reorganized Hertz Parent Common Interests on
                                            or following the Effective Date (other than pursuant to the Plan).
	 	 
	 	The New Warrants
shall be allocated among the Holders in proportion to their relative holdings of Existing Hertz Parent Interests as set forth in the
Plan. For the avoidance of doubt, the Reorganized Hertz Parent Common Interests for which the Warrants are exercisable will be of the
same class that is issued as Reorganized Hertz Parent Common Interests pursuant to the Plan.
	 	 
	 	The New Warrants
will not be subject to any redemption or call by Reorganized Hertz Parent.
	 	 
	Exercise
Price:	The exercise price (as the same may be adjusted from time to time, the “Exercise
           Price”) for each Warrant Share shall be equal to (i) a total equity value of $6,500,000,000 of the Issuer
           (“Strike Equity Value”) divided by (ii) the number of Reorganized
           Hertz Parent Common Interests issued under the Plan on the
           Effective Date.
	 	 
	 	The New Warrants
may be exercised by the holders on a cashless basis.



 





 






4 Capitalized terms used herein and not otherwise defined
shall have the meaning given to them in the First Modified Third Amended Joint Chapter 11 Plan of Reorganization of The Hertz Corporation
and its Debtor Affiliates to which this term sheet is attached as Exhibit A.


 






    


     


    

 


	Transfers:	The
                                            New Warrants shall be freely transferable, subject only to applicable securities laws and
                                            the restrictions on transfers and sales of New Warrants and Reorganized Hertz Parent Common
                                            Interest set forth in the Plan Supplement (which transfer and sale restrictions shall be
                                            limited to restrictions on transfers and sales (i) to competitors, (ii) that the
                                            Issuer has previously notified would result in Reorganized Hertz Parent being subject to
                                            reporting requirements under the Securities and Exchange Act of 1934, as amended, if it is
                                            not already subject to such requirements as of any applicable time of determination, (iii) restrictions
                                            necessary to preserve any favorable tax attributes of Reorganized Hertz Parent, as determined
                                            in good faith by the Reorganized Hertz Parent Board and (iv) such other transfer restrictions
                                            to be set forth in the organizational documents of Reorganized Hertz Parent, which shall
                                            be consistent with the terms of this Term Sheet and the Plan.
	 	 
	Expiration
Date:	Thirty
(30) years from the Effective Date.



 


	Anti-Dilution/Adjustments:	The New Warrants shall be subject to anti-dilution protection regarding the Exercise
                                                                                                                                                  Price and number of Reorganized Hertz Parent Common Interests to be issued upon the exercise of the New Warrants in the event of
                                                                                                                                                  (a) any dividends or distributions (including cash, equity, indebtedness, convertible equity or other assets), stock splits,
                                                                                                                                                  reverse stock splits, stock subdivisions, consolidations, exchanges, reclassifications, combinations, or other similar transactions,
                                                                                                                                                  (b) mergers, consolidations, sale of all or substantially all of the Company's assets to another Person, tender offers,
                                                                                                                                                  exchange offers, recapitalizations, capital reorganizations or similar structural transactions, or (c) subject to customary
                                                                                                                                                  exceptions, issuances of equity interests below fair market value.
	 	 
	 	Upon a change-of-control
transaction resulting in all or a part of the consideration paid to or exchanged for Reorganized Hertz Parent Common Interests consisting
of cash, property or other assets or securities other than listed and registered securities, the holders of New Warrants would be entitled
to value protection through a customary Black-Scholes protection provision.
	 	 
	New
Warrant Agreement:	The New Warrants will be subject to the New Warrants Agreement, which shall set forth the rights described
herein and other customary terms and conditions. The New Warrants Agreement shall be governed by the laws of the State of Delaware and
may not be amended without the consent of (i) holders holding at least 50.01% of the New Warrants and (ii) Reorganized Hertz
Parent. Notwithstanding the foregoing, any amendment that materially and adversely affects any right of a holder of a New Warrant under
the New Warrants Agreement relative to the other Holders shall require the consent of such affected New Warrant holder.



 






    3


     


    

 


The New Warrant Agreement
will also provide that (i) Reorganized Hertz Parent will be required to reserve for issuance a sufficient number of shares of Reorganized
Hertz Parent Common Interests to allow for the full exercise of the New Warrants, (ii) Reorganized Hertz Parent will be required
to use its reasonable best efforts to cause the warrants to be listed on the same stock exchange, if any, on which the Reorganized Hertz
Parent Common Interests may be listed, and (iii) related party transactions with any of the Plan Sponsors or their Affiliates must
be on terms no less favorable to Reorganized Hertz Parent or the applicable subsidiary than terms that would be obtained by Reorganized
Hertz Parent or the such subsidiary from a disinterested third party on an arm’s length basis, subject to customary exceptions,
including for transactions that are approved by a majority of the disinterested directors of Reorganized Hertz Parent


 






    4


     


    

 


Exhibit D


 


EPCA


 


See Exhibit 10.2 filed on May 18, 2021