Exhibit 10.2


 


Execution Version


 


 






 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


AMONG


 


hertz
GLOBAL hOLDINGS, INC.,


 


AND


 


THE EQUITY COMMITMENT PARTIES HERETO


 


Dated as of April 3, 2021


 


 



 












     


     


    

 


Table
of contents


 


	Article
    I DEFINITIONS	2
	Section 1.1	Definitions	2
	Section 1.2	Construction	17
	 	 	 
	Article
    II EQUITY COMMITMENTS; CLOSING	17
	Section 2.1	The Rights Offering; Subscription Rights	17
	Section 2.2	Rights Offering Backstop Commitments	18
	Section 2.3	Direct Investment Commitment	18
	Section 2.4	Equity Commitment Party Default; Replacement of Defaulting
    Equity Commitment Party	19
	Section 2.5	Escrow Account Funding	20
	Section 2.6	Closing	21
	Section 2.7	Designation and Assignment Rights	21
	 	 	 
	Article
    III EXPENSE REIMBURSEMENT	23
	Section 3.1	Expense Reimbursement	23
	 	 	 
	Article
    IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY	25
	Section 4.1	Organization and Qualification	25
	Section 4.2	Corporate Power and Authority	25
	Section 4.3	Execution and Delivery; Enforceability	26
	Section 4.4	Authorized and Issued Equity Interests	26
	Section 4.5	Issuance	27
	Section 4.6	No Conflict	27
	Section 4.7	Consents and Approvals	27
	Section 4.8	Financial Statements.	28
	Section 4.9	Company SEC Documents.	28
	Section 4.10	Absence of Certain Changes	28
	Section 4.11	No Violation; Compliance with Laws	28
	Section 4.12	Legal Proceedings	29
	Section 4.13	Labor Relations	29
	Section 4.14	Intellectual Property	29
	Section 4.15	Title to Real and Personal Property	30
	Section 4.16	No Undisclosed Relationships	31
	Section 4.17	Licenses and Permits	31
	Section 4.18	Environmental	31
	Section 4.19	Tax Matters	32
	Section 4.20	Employee Benefit Plans	34
	Section 4.21	Internal Control and Disclosure Controls	35
	Section 4.22	Material Contracts	35
	Section 4.23	No Unlawful Payments	35
	Section 4.24	Compliance with Money Laundering and Sanctions Laws	35
	Section 4.25	No Broker’s Fees	36
	Section 4.26	Insurance	36



 






     


     


    

 


	Article
    V REPRESENTATIONS AND WARRANTIES OF THE EQUITY COMMITMENT PARTIES	36
	Section 5.1	Organization	36
	Section 5.2	Organizational Power and Authority	36
	Section 5.3	Execution and Delivery; Enforceability	36
	Section 5.4	No Conflict	37
	Section 5.5	Consents and Approvals	37
	Section 5.6	No Registration	37
	Section 5.7	Purchasing Intent	38
	Section 5.8	Sophistication; Investigation	38
	Section 5.9	No Broker’s Fees	38
	Section 5.10	Sufficient Funds	38
	Section 5.11	Legal Proceedings	39
	Section 5.12	Additional Securities Law Matters	39
	 	 	 
	Article
    VI ADDITIONAL COVENANTS	40
	Section 6.1	Orders Generally	40
	Section 6.2	Confirmation Order; Plan and Disclosure Statement	40
	Section 6.3	Conduct of Business	41
	Section 6.4	Severance Obligations	44
	Section 6.5	Access to Information	44
	Section 6.6	Financial Information	45
	Section 6.7	Commercially Reasonable Efforts	45
	Section 6.8	Company Organizational and Other Documents	46
	Section 6.9	Use of Proceeds	46
	Section 6.10	Governmental Approval	46
	Section 6.11	Alternative Transactions	49
	Section 6.12	Directors and Officers Indemnity.	50
	Section 6.13	Hertz International Limited Financing	51
	Section 6.14	Shelf Registration of Common Stock	51
	 	 	 
	Article
    VII CONDITIONS TO THE OBLIGATIONS OF THE PARTIES	51
	Section 7.1	Conditions to the Obligations of the Equity Commitment Parties	51
	Section 7.2	Waiver of Conditions to Obligations of the Equity Commitment
    Parties	54
	Section 7.3	Conditions to the Obligations of the Debtors	54
	Section 7.4	Waiver of Conditions to the Obligations of the Debtors	55
	 	 	 
	Article
    VIII INDEMNIFICATION AND CONTRIBUTION	55
	Section 8.1	Indemnification Obligations	55
	Section 8.2	Indemnification Procedure	56
	Section 8.3	Settlement of Indemnified Claims	57
	Section 8.4	Contributions	57
	Section 8.5	Treatment of Indemnification Payments	57
	Section 8.6	No Survival	57



 






     


     


    

 


	Article
    IX TERMINATION	58
	Section 9.1	Consensual Termination	58
	Section 9.2	Automatic Termination; Termination by the Requisite Equity
    Commitment Parties	58
	Section 9.3	Termination by the Company	60
	Section 9.4	Effect of Termination	62
	Section 9.5	Termination Payment	62
	 	 	 
	Article
    X GENERAL PROVISIONS	63
	Section 10.1	Notices	63
	Section 10.2	Assignment; Third Party Beneficiaries	64
	Section 10.3	Prior Negotiations; Entire Agreement	64
	Section 10.4	Governing Law; Venue	65
	Section 10.5	Waiver of Jury Trial	65
	Section 10.6	Counterparts	65
	Section 10.7	Waivers and Amendments; Rights Cumulative; Consent	66
	Section 10.8	Headings	66
	Section 10.9	Specific Performance	66
	Section 10.10	Damages	66
	Section 10.11	Publicity	66
	Section 10.12	Settlement Discussions	67
	Section 10.13	No Recourse	67
	Section 10.14	Company Disclosure Schedules	68




  


ANNEXES


	Annex A	Terms of Preferred Stock
	Annex B	Rights Offering Procedures




 


SCHEDULES


 


	Schedule 1	Equity
                                            Commitment Parties, Equity Commitment Percentages Company Disclosure Schedules
	Schedule 6.13	HIL
                                            Debt Commitment Parties



 









     


     


    

 


EQUITY PURCHASE AND COMMITMENT AGREEMENT


 


THIS
EQUITY PURCHASE AND COMMITMENT AGREEMENT (this “Agreement”), dated as of April 3, 2021, is made by and
among Hertz Global Holdings, Inc. (including as debtor in possession and a reorganized debtor, as applicable) (the “Company”),
on the one hand, and the Equity Commitment Parties. The Company and the Equity Commitment Parties are referred to herein, individually,
as a “Party” and, collectively, as the “Parties.” Capitalized terms that are used
but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined
therein, shall have the meanings given to them in the Plan.


 


RECITALS


 


WHEREAS,
the Company, certain of its subsidiaries and affiliates as Debtors, one or more funds associated with Warburg Pincus LLC (“WP”),
Centerbridge Partners L.P. (“Centerbridge”) and Dundon Capital Partners LLC (“Dundon”
and together with WP and Centerbridge, the “PE Sponsors”) and certain other parties in their capacity
as owners, beneficial owners or managers or advisors of funds or accounts that are beneficial owners, of Claims in respect of the following
obligations of the Company (the “Initial Consenting Noteholders” and, together with the PE Sponsors, the “Plan
Sponsors”): (a) the 6.25% Senior Notes due 2022; (b) the 5.50% Senior Notes due 2024; (c) the 7.125% Senior
Notes due 2026; (d) the 6.00% Senior Notes due 2028; and (e) the obligations under that certain Credit Agreement, dated as
of December 13, 2019, as amended, supplemented, or otherwise modified from time to time (the Claims under clauses (a) through
(e) above, collectively, the “Senior Notes/ALOC Claims” and, the holders thereof, the “Unsecured
Noteholders”) are, substantially contemporaneously with the execution of this Agreement, entering into a Plan Support Agreement
(together with all exhibits thereto, as may be amended, supplemented or otherwise modified from time to time, the “Plan Support
Agreement”), which (a) obligates the parties thereto to support the restructuring of the Company’s indebtedness
and other obligations pursuant to the Plan filed as of April 3, 2021 in the Company’s jointly-administered voluntary cases,
styled as In re The Hertz Corporation., et al., Case No. 20-11218 (the “Chapter 11 Cases”) that
are pending under title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as it may be amended from time to time, the “Bankruptcy
Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”),
implementing the terms and conditions of the Restructuring Transactions and (b) requires that the Plan be consistent with the Plan
Support Agreement;


 


WHEREAS,
pursuant to the Plan and this Agreement, and in accordance with the Rights Offering Procedures, as a source of funding for the Restructuring
Transactions, the Company will conduct a Rights Offering that will provide eligible Unsecured Funded Debt Holders with the right
to purchase common stock of the Reorganized Company (the “Common Stock”) issued on the Effective Date; and


 


WHEREAS, pursuant to the Plan
and subject to the terms and conditions contained in this Agreement, as a source of funding for the Restructuring Transactions, the Company
has agreed to sell and issue to, and each Direct Equity Investor has agreed to subscribe for and purchase, on a several and not joint
basis, its Direct Investment Portion of 15,400,000 shares of Series A Convertible Preferred Stock of the Reorganized Company having
the rights described in Annex A hereto (the “Preferred Stock” and together with the Common Stock, the
 “Shares”), and 116,575,894 shares of Common Stock.


 






     


     


    

 


NOW, THEREFORE, in consideration
of the mutual promises, agreements, representations, warranties and covenants contained herein, the Company and the Equity Commitment
Parties hereby agree as follows:


 


Article I


 


DEFINITIONS


 


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


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly, Controls or is Controlled by or is under common
Control with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being
made; provided, that for purposes of this Agreement, neither any Equity Commitment Party nor any Related Purchaser shall be deemed
an Affiliate of the Company or any of its Subsidiaries solely by being a Party to this Agreement and performing its obligations hereunder.
 “Affiliated” has a correlative meaning.


 


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


 


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


 


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


 


“Alternative Transaction
Proposal” has the meaning set forth in Section 6.11(b).


 


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


 






    2


     


    

 


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


 


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


 


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


 


“Backstop Commitment
Purchasers” has the meaning set forth in Section 2.7(f).


 


“Backstop Investor”
means the Parties identified on Schedule 1 hereto that have a percentage set forth across from such Party on Schedule 1
hereto in the column labeled “Additional Investor Equity Commitment” (subject to the transfer provisions of Section 2.7
hereof).


 


“Backstop Percentage”
means the percentage ascribed to each Backstop Investor as its Backstop Percentage as set forth on Schedule 1 hereto in the column
labeled “Additional Investor Equity Commitment” (subject to the transfer provisions of Section 2.7 hereof).


 


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


 


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


 


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


 


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


 


“Burdensome Condition”
has the meaning set forth in Section 6.10(f).


 


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


 


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


 


“Certificate of
Designation” means that certain Series A Convertible Preferred Stock Certificate of Designation setting forth the
terms governing the Preferred Stock, which shall be consistent with the Plan, the Plan Support Agreement and this Agreement, including
the terms set forth in Annex A hereto, and otherwise in form and substance acceptable to the Company and the Requisite Equity
Commitment Parties.


 






    3


     


    

 


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


 


“CFIUS Approval”
means that (i) the Joint Filing Parties have received written notice from CFIUS that CFIUS has determined that the transactions
contemplated by this Agreement are not “covered transactions” and are not subject to review under the CFIUS Statute, (ii) the
Joint Filing Parties have received a written notice issued by CFIUS that it has concluded an assessment, review or investigation with
respect to the transactions contemplated by this Agreement, determined that there are no unresolved national security concerns, and has
therefore terminated all action under the CFIUS Statute, (iii) if CFIUS has sent a report (the “CFIUS Report”)
to the President of the United States (“POTUS”) requesting POTUS’ decision, then POTUS has (A) announced
a decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement or (B) not taken any action
to suspend or prohibit the transactions contemplated by this Agreement after 15 days from the date of receipt of the CFIUS Report, or
(iv) if the Joint Notice was submitted in the form of a declaration, the parties to such Joint Notice have received a written notice
from CFIUS that it has determined, pursuant to 31 C.F.R. § 800.407(a)(2), that it is not able to conclude action with respect to
the declaration but has not requested the submission of a joint voluntary notice and the Equity Commitment Party that sought such approval
and the Company have together determined not to submit a joint voluntary notice.


 


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


 


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


 


“Closing”
has the meaning set forth in Section 2.6.


 


“Closing Date”
has the meaning set forth in Section 2.6.


 


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


 


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


 


“Common Per Share
Purchase Price” means $18.77.


 


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


 


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


 


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


 






    4


     


    

 


“Company Board”
has the meaning set forth in Section 6.11(b).


 


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


 


“Company Organizational
Documents” means collectively, the organizational documents of the Company, including any certificate of formation or incorporation,
applicable charter, articles of incorporation, limited liability company agreement, bylaws, Certificate of Designation or any similar
documents, in each case which shall be consistent with the Plan, the Plan Support Agreement and this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“D&O Indemnified
Persons” has the meaning set forth in Section 6.12(a).


 


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


 






    5


     


    

 


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


 


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


 


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


 


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


 


“Direct Investment
Commitment” has the meaning set forth in Section 2.3.


 


“Direct Investment
Common Amount” means $565,000,000.


 


“Direct Investment
Common Shares” means a number of shares of Common Stock equal to the Direct Investment Common Amount divided by the Common
Per Share Purchase Price.


 


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


 


“Direct
Investment Preferred Amount” means $385,000,000.


 


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


 


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


 


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


 


“Disclosure Statement
Order” means that certain order of the Bankruptcy Court approving the Disclosure Statement, subject to the Plan Sponsor
Consent Rights.


 


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


 






    6


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Equity Commitment”
has the meaning set forth in Section 2.3.


 


“Equity Commitment
Party” means each Backstop Investor, each Initial Consenting Noteholder committing, severally and not jointly, to exercise
all Subscription Rights that are issued to it in accordance with the terms herein, and each Direct Equity Investor.


 


“Equity Commitment
Party Default” means the failure by any Equity Commitment Party to (a) exercise all Subscription Rights and purchase
all Rights Offering Shares pursuant to its Rights Offering Equity Commitment it in accordance with Section 2.5(a), or (b)  deliver
and pay in accordance with Section 2.5(b) the aggregate Common Per Share Purchase Price for the Common Stock such Equity
Commitment Party is obligated to purchase pursuant to its Rights Offering Backstop Commitment or (c) deliver and pay in accordance
with Section 2.5(b) the aggregate Per Share Purchase Price for the Direct Investment Shares such Equity Commitment Party
is obligated to purchase pursuant to its Direct Investment Commitment.


 






    7


     


    

 


“Equity Commitment
Party Replacement” shall have the meaning set forth in Section 2.4(a).


 


“Equity Commitment
Party Replacement Period” shall have the meaning set forth in Section 2.4(a).


 


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


 


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


 


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


 


“Escrow Account”
has the meaning set forth in Section 2.5(a).


 


“Escrow Account
Funding Date” has the meaning set forth in Section 2.5(b).


 


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


 


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


 


“Existing Equity
Commitment Party Purchaser” has the meaning set forth in Section 2.7(b).


 


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


 


“Exit Revolving
Credit Facility” means a senior secured revolving credit facility in an aggregate commitment amount of $1,500,000,000 (as
such amount may be adjusted with the approval of the Company and the Requisite Equity Commitment Parties), with the capacity for the
issuance of letters of credit, secured by a first Lien on substantially all assets of the reorganized Hertz Corp. and the Subsidiary
Guarantors thereunder (except Donlen Corporation and its Subsidiaries), which shall be consistent with the Plan, the Plan Support Agreement
and this Agreement and otherwise in form and substance acceptable to the Company and the Requisite Equity Commitment Parties.


 






    8


     


    

 


“Exit Term Loan
Facility” means a senior secured term credit facility in a principal amount of $1,300,000,000 (as such amount may be adjusted
with the approval of the Company and the Requisite Equity Commitment Parties), secured by a first Lien on substantially all assets of
the reorganized Hertz Corp. and the Subsidiary Guarantors thereunder (except Donlen Corporation and its Subsidiaries), which shall be
consistent with the Plan, the Plan Support Agreement and this Agreement, and otherwise in form and substance acceptable to the Company
and the Requisite Equity Commitment Parties.


 


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


 


“Filing Party”
has the meaning set forth in Section 6.10(b).


 


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


 


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


 


“Financing Uses”
has the meaning set forth in Section 5.10(b).


 


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


 


“Funding Notice”
has the meaning set forth in Section 2.5(a).


 


“GAAP”
means United States generally accepted accounting principles.


 


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


 


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


 






    9


     


    

 


“Hertz Corp.”
means The Hertz Corporation.


 


“HIL Debt Commitment
Letter” has the meaning set forth in Section 5.10(b).


 


“HIL Debt Commitment
Parties” has the meaning set forth in Section 5.10(b).


 


“HIL Debt Financing”
has the meaning set forth in Section 5.10(b).


 


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


 


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


 


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


 


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


 


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


 


“IRS”
means the United States Internal Revenue Service.


 


“Joint Filing Party”
has the meaning set forth in Section 6.10(c).


 


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


 


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


 


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


 


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


 


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


 


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


 


“Marketing Period”
means the first period of twenty (20) consecutive days after entry of the Confirmation Order during which the HVF III asset-backed securitization
facility is marketed to potential investors.


 






    10


     


    

 


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


 


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


 


“Milbank LLP”
has the meaning set forth in Section 3.1(a).


 






    11


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    12


     


    

 


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


 


“Plan”
means the Debtors’ joint plan of reorganization dated as of April 3, 2021 to be approved by the Confirmation Order, including
the Plan Supplement and all material documents, annexes, schedules, exhibits, amendments, modifications, or supplements thereto,
as may be amended, supplemented, or modified from time to time in accordance with its terms and with the Plan Support Agreement and in
a manner that is consistent with the Plan, the Plan Support Agreement, this Agreement, and otherwise in form and substance acceptable
to the Company and the Requisite Equity Commitment Parties.


 


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


 


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


 


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


 


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


 


“Preferred Per
Share Purchase Price” means $25.00.


 


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


 


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


 


“Registrable Securities”
has the meaning set forth in Section 6.14(a).


 


“Registration Rights
Agreement” has the meaning set forth in Section 6.8(b).


 


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


 






    13


     


    

 


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


 


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


 


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


 


“Replacing Equity
Commitment Party” has the meaning set forth in Section 2.4(a).


 


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


 


“Requisite Backstop
Investors” means Backstop Investors representing a Backstop Percentage of at least 50.1% (including Initial Consenting
Noteholders holding at least 67% of the Initial Consenting Noteholders’ aggregate Equity Commitments hereunder).


 


“Requisite Equity
Commitment Parties” means the PE Sponsors and the Requisite Backstop Investors.


 


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


 


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


 


“Rights Offering”
means the offering of rights pursuant to which eligible holders of Allowed Unsecured Funded Debt Claims are entitled to receive Subscription
Rights to acquire Common Stock substantially on the terms reflected in the Plan, the Plan Support Agreement and this Agreement, and in
accordance with the Rights Offering Procedures.


 


“Rights Offering
Amount” means an amount equal to $1,623,000,000.


 


“Rights Offering
Backstop Commitment” has the meaning set forth in Section 2.2(b).


 


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


 


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


 






    14


     


    

 


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


 


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


 


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


 


“Rights Offering
Shares” means the Common Stock (including all Unsubscribed Shares purchased by the Backstop Investors pursuant to this
Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures in the Rights Offering.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Shelf”
has the meaning set forth in Section 6.14(a).


 


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


 


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


 






    15


     


    

 


“Superior Proposal”
has the meaning set forth in Section 6.11(b).


 


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


 


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


 


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


 


“Termination Payment”
has the meaning set forth in Section 9.5(a).


 


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


 


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


 


“Unsubscribed
Shares” means the Common Stock offered pursuant to the Rights Offering to Holders of Eligible Unsecured Funded Debt Claims
that are not Equity Commitment Parties that have not been duly purchased (either in exchange for a cash payment or the surrender of applicable
Claims) in the Rights Offering by Holders of Eligible Unsecured Funded Debt Claims that are not Equity Commitment Parties in accordance
with the Rights Offering Procedures and the Plan.


 


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


 


“Willkie LLP”
has the meaning set forth in Section 3.1(a).


 


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


 






    16


     


    





 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article II


 


EQUITY COMMITMENTS; CLOSING


 


Section 2.1       The
Rights Offering; Subscription Rights.


 


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


 






    17


     


    

 


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


 


Section 2.2       Rights
Offering Backstop Commitments.


 


(a)            On
and subject to the terms and conditions hereof, each Equity Commitment Party agrees, severally and not jointly, to exercise (and cause
any of its Related Purchasers to exercise) all Subscription Rights that are issued to it (or such Related Purchaser) pursuant to the Rights
Offering, and duly purchase all Rights Offering Shares issuable to it (or such Related Purchaser) pursuant to such exercise, in accordance
with the Rights Offering Procedures and this Agreement, and agrees to fund the aggregate Rights Offering Subscription Price therefor in
accordance with Section 2.5(b) notwithstanding anything to the contrary in the Rights Offering Procedures; provided,
that any Equity Commitment Party that breaches its obligations hereunder shall be liable to each Backstop Investor that has not so defaulted,
and to the Company, as a result of any such breach of its obligations hereunder. The obligations of each Equity Commitment Party to duly
purchase all Rights Offering Shares issuable to it as described in this Section 2.2(a) shall be referred to as such Equity
Commitment Party’s “Rights Offering Equity Commitment”.


 


(b)            On
and subject to the terms and conditions hereof, each Backstop Investor agrees, severally (in accordance with its Backstop Percentage)
and not jointly, to purchase, and the Company agrees to sell to such Backstop Investor, at the Closing, the number of Unsubscribed Shares
equal to (x) such Backstop Investor’s Backstop Percentage multiplied by (y) the aggregate number of Unsubscribed Shares,
rounded among the Backstop Investors solely to avoid fractional shares as the Requisite Backstop Investors may determine in their sole
discretion for the aggregate Common Per Share Purchase Price for all such Unsubscribed Shares. In no event shall any rounding pursuant
to the immediately preceding sentence reduce the aggregate commitment of such Backstop Investors or the aggregate number of Unsubscribed
Shares to be issued. The obligations of each Backstop Investor to purchase its Backstop Percentage of the Unsubscribed Shares as described
in this Section 2.2(b) shall be referred to as such Backstop Investor’s “Rights Offering Backstop Commitment”.


 


Section 2.3       Direct
Investment Commitment. On and subject to the terms and conditions hereof, each Direct
Equity Investor agrees, severally (in accordance with its Direct Investment Portion) and not jointly, to purchase (the “Direct
Investment Commitment”), and the Company agrees to sell to such Direct Equity Investor, at the Closing, its Direct Investment
Portion of the Direct Investment Shares for the aggregate applicable Per Share Purchase Price. For purposes of this Agreement, an Equity
Commitment Party’s Rights Offering Equity Commitment, Rights Offering Backstop Commitment and Direct Investment Commitment is (collectively,
as applicable) referred to as its “Equity Commitment”.


 






    18


     


    

 


Section 2.4       Equity
Commitment Party Default; Replacement of Defaulting Equity Commitment Party.


 


(a)            Upon
the occurrence of an Equity Commitment Party Default, the Equity Commitment Parties (other than any Defaulting Equity Commitment Party)
shall have the right and opportunity (but not the obligation), within ten (10) Business Days after receipt of written notice from
the Company to all non-defaulting Equity Commitment Parties of such Equity Commitment Party Default (such ten (10) Business Day
period, the “Equity Commitment Party Replacement Period”), to make arrangements for one or more of the Equity
Commitment Parties and their respective Related Purchasers who agree to be bound by this Agreement (other than the Defaulting Equity
Commitment Party) to purchase all or any portion of the Available Shares (such purchase, an “Equity Commitment Party Replacement”)
on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed upon by all of the Equity
Commitment Parties and their respective Related Purchasers electing to purchase all or any portion of the Available Shares, or, if no
such agreement is reached, based upon the relative applicable Equity Commitment Percentages of any such Equity Commitment Parties (other
than any Defaulting Equity Commitment Party) (such Equity Commitment Parties and Related Purchasers the “Replacing Equity
Commitment Parties”). Any Available Shares purchased by a Replacing Equity Commitment Party (and any commitment and applicable
aggregate Per Share Purchase Price associated therewith) shall be included, among other things, in the determination of (x) the
Unsubscribed Shares required to be purchased by such Replacing Equity Commitment Party for all purposes hereunder, (y) the Equity
Commitment Percentage of such Replacing Equity Commitment Party for purposes of Section 2.5(b), and Section 3.1
and (z) the Equity Commitment of such Replacing Equity Commitment Party for purposes of the definition of “Requisite Backstop
Investors”, to the extent applicable. If an Equity Commitment Party Default occurs, the Outside Date shall be delayed only to the
extent necessary to allow for the Equity Commitment Party Replacement to be completed within the Equity Commitment Party Replacement
Period.


 


(b)            Notwithstanding
anything in this Agreement to the contrary, if an Equity Commitment Party is a Defaulting Equity Commitment Party, it shall not be entitled
to any of the Termination Fee or Expense Reimbursement or indemnification provided, or to be provided, under or in connection with this
Agreement. To the extent any such Defaulting Equity Commitment Party has received any Expense Reimbursement in accordance with this Agreement,
such Defaulting Equity Commitment Party shall return such amounts to the Company promptly following such default.


 


(c)            If
all or any portion of the Available Shares are not purchased by the Equity Commitment Parties and their respective Related Purchasers
(other than the Defaulting Equity Commitment Party) during the Equity Commitment Party Replacement Period, the Company has the right,
but not the obligation, within 30 Business Days following expiration of the Equity Commitment Party Replacement Period, to issue and
sell to one or more Persons the remaining portion of the Available Shares of the Defaulting Equity Commitment Party without the consent
of any of the Plan Sponsors. Following the issuance and sale of any Available Shares in accordance with Section 2.4(b) or
this Section 2.4(c), the Parties shall revise and update Schedule 1 hereto to reflect any changes in the identity
of the Equity Commitment Parties, their Equity Commitments and their Equity Commitment Percentages.


 






    19


     


    

 


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


 


Section 2.5       Escrow
Account Funding.


 


(a)            Funding
Notice. No later than the tenth (10th)  day following the Rights Offering Expiration Time, the Rights Offering Subscription
Agent shall, on behalf of the Company, deliver to each Backstop Investor a written notice (the “Funding Notice”)
setting forth (i) the number of Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate
Rights Offering Subscription Price therefor; (ii) the aggregate number of Unsubscribed Shares, if any, and the aggregate Common Per
Share Purchase Price therefor; (iii) the Backstop Investor’s Backstop Percentage and the aggregate number of Unsubscribed Shares
(based upon such Backstop Percentage) to be issued and sold by the Company to such Backstop Investor, and the aggregate Common Per Share
Purchase Price therefor; (iv) the aggregate amount of Equity Commitments satisfied as of such time and the percentage the Equity
Commitment Percentage represented thereby; and (v) subject to the last sentence of Section 2.5(b), the escrow account
designated in the escrow agreement satisfactory to the Requisite Equity Commitment Parties and the Company, each acting reasonably, to
which such Backstop Investor shall deliver and pay the aggregate Common Per Share Purchase Price for such Backstop Investor’s Backstop
Percentage of the Unsubscribed Shares and, if applicable, the aggregate Rights Offering Subscription Price for the Rights Offering Shares
such Equity Commitment Party has subscribed for in the Rights Offering (the “Escrow Account”). The Company shall
promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information
contained in the applicable Funding Notice as any Equity Commitment Party may reasonably request.


 


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


 






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Section 2.6       Closing.


 


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


 


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


 


(c)            At
the Closing, the Company will issue the applicable Rights Offering Shares, the Unsubscribed Shares and the Direct Investment Shares to
each Equity Commitment Party (or to its designee in accordance with Section 2.7) against payment of the aggregate Per Share
Purchase Price for such applicable Rights Offering Shares, Unsubscribed Shares and Direct Investment Shares purchased by such Equity Commitment
Party, in satisfaction of such Equity Commitment Party’s Equity Commitment. The entry of any Unsubscribed Shares and Direct Investment
Shares to be delivered pursuant to this Section 2.6(c) into the account of an Equity Commitment Party pursuant to the
Company’s book entry procedures and delivery to such Equity Commitment Party of an account statement reflecting the book entry of
such Unsubscribed Shares and Direct Investment Shares shall be deemed delivery of such Unsubscribed Shares and Direct Investment Shares
for purposes of this Agreement. Notwithstanding anything to the contrary in this Agreement, all Unsubscribed Shares and Direct Investment
Shares will be delivered with all issue, stamp, transfer, sales and use, or similar transfer Taxes or duties that are due and payable
(if any) in connection with such delivery duly paid by the Company on behalf of the Company. The Common Stock to be issued pursuant to
the Rights Offering and this Agreement shall be, or shall be eligible to be issued, transferred or held through the facilities of The
Depository Trust Company.


 


Section 2.7       Designation
and Assignment Rights.


 


(a)            Each
Equity Commitment Party shall have the right to instruct, by written notice to the Company no later than two (2) Business Days prior
to the Closing Date, that all or any portion of its Direct Investment Shares or Unsubscribed Shares, as applicable, to be issued pursuant
to its Equity Commitment, be issued in the name of, and delivered to one or more of its Related Purchasers upon receipt by the Company
of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Company and signed
by such Equity Commitment Party and the applicable Related Purchaser, (ii) specify the number of Direct Investment Shares and Unsubscribed
Shares to be delivered to or issued in the name of each such Related Purchaser, and (iii) contain a confirmation by each such Related
Purchaser of the accuracy of the representations made by the applicable Equity Commitment Party under this Agreement as applied to such
Related Purchaser; provided that no such designation pursuant to this Section 2.7(a) shall relieve any Equity
Commitment Party from any of its obligations under this Agreement.


 






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(b)            Subject
to Section 2.7(c), each PE Sponsor shall have the right to Transfer all or any portion of its (x) Subscription Rights
or (y) Equity Commitment, in each case to any other Equity Commitment Party or such other Equity Commitment Party’s Related
Purchaser (each, an “Existing Equity Commitment Party Purchaser”); provided, that (i) such Existing
Equity Commitment Party Purchaser shall be an Equity Commitment Party or its Related Purchaser as of immediately prior to such Transfer,
(ii) the transferring Equity Commitment Party and Existing Equity Commitment Party Purchaser shall have duly executed and delivered
to the Company written notice of such Transfer, and (iii) if applicable, such Existing Equity Commitment Party Purchaser shall deliver
to the Company a joinder to this Agreement, in a form reasonably acceptable to the Company, pursuant to which such Person agrees to be
fully bound by this Agreement and contains a confirmation of the accuracy of the representations made by each Equity Commitment Party
under this Agreement as applied to such Person.


 


(c)            Notwithstanding
anything to the contrary in this Section 2.7, no PE Sponsor shall be entitled to assign or transfer more than twenty-five
percent (25%) of its Equity Commitment to any Person (other than to an Existing Equity Commitment Party Purchaser in accordance with clause
(b) or its Related Purchasers) without the prior written consent of the Company.


 


(d)            Each
Equity Commitment Party that is not a PE Sponsor shall have the right to Transfer all or any portion of its Rights Offering Equity Commitment
to any Person (each a “Rights Offering Commitment Purchaser”); provided, that (i) the transferring
Equity Commitment Party and the Rights Offering Commitment Purchaser shall provide written notice to the Company of such Transfer, (ii) if
applicable, the Rights Offering Commitment Purchaser shall deliver to the Company a joinder to this Agreement, pursuant to which the Rights
Offering Commitment Purchaser agrees to be fully bound by this Agreement and contains a confirmation of the accuracy of the representations
made by each Equity Commitment Party under this Agreement as applied to such Rights Offering Commitment Purchaser; (iii) at the same
time that such Equity Commitment Party Transfers any Rights Offering Equity Commitment it shall Transfer a corresponding portion of Senior
Notes/ALOC Claims to such Rights Offering Commitment Purchaser; (iv) if such obligations are Transferred to an Existing Equity Commitment
Party Purchaser, such transferring Equity Commitment Party shall be relieved of such obligations; and (v) if such obligations are
Transferred to a Person that is not an Existing Equity Commitment Party, unless otherwise consented to by the Company in writing, such
Transfer shall not relieve the transferring Equity Commitment Party of such Transferred obligations under this Agreement, except to the
extent such obligations are actually satisfied by the applicable Rights Offering Commitment Purchaser.


 






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(e)            Each
Equity Commitment Party that is not a PE Sponsor shall have the right to Transfer all or any portion of its Rights Offering Backstop Commitment
to any Existing Equity Commitment Party, provided that the transferring Equity Commitment Party and the Backstop Commitment Purchaser
shall provide written notice to the Company of such Transfer.  Any Transfer permitted under this Section 2.7(e) shall
relieve the transferring Equity Commitment Party of such Transferred obligations under this Agreement.


 


(f)            Each
Equity Commitment Party that is not a PE Sponsor shall have the right to Transfer all or any portion of its Rights Offering Backstop Commitment
to any Person that is not an Existing Equity Commitment Party Purchaser (each a “Backstop Commitment Purchaser”);
provided, that (i) the transferring Equity Commitment Party and the Backstop Commitment Purchaser shall provide written notice
to the Company of such Transfer, (ii) if applicable, the Backstop Commitment Purchaser shall deliver to the Company a joinder to
this Agreement, pursuant to which the Backstop Commitment Purchaser agrees to be fully bound by this Agreement and contains a confirmation
of the accuracy of the representations made by each Equity Commitment Party under this Agreement as applied to such Backstop Commitment
Purchaser, and (iii) unless otherwise consented to by the Company in writing, such Transfer shall not relieve the transferring Equity
Commitment Party of its Rights Offering Backstop Commitment under this Agreement, except to the extent such obligations are actually satisfied
by the applicable Backstop Commitment Purchaser.


 


(g)            Other
than as expressly set forth in this Section 2.7, no Equity Commitment Party shall be permitted to Transfer all or any portion
of its Subscription Rights or Equity Commitment. Any Transfer made (or attempted to be made) in violation of this Agreement shall be deemed
null and void ab initio and of no force or effect, regardless of any prior notice provided to the Company or any Equity Commitment
Party, and shall not create (or be deemed to create) any obligation or liability of any other Equity Commitment Party or any Debtor to
the purported transferee or limit, alter or impair any agreements, covenants, or obligations of the proposed transferor under this Agreement.
After the Closing, nothing in this Agreement shall limit or restrict in any way the ability of any Equity Commitment Party (or any permitted
transferee thereof) to Transfer any of the Shares or any interest therein; provided, that any such Transfer shall be made pursuant
to an effective registration statement under the Securities Act or an exemption from the registration requirements thereunder and pursuant
to applicable securities Laws.


 


Article III


 


EXPENSE REIMBURSEMENT


 


Section 3.1       Expense
Reimbursement.


 


(a)            In
accordance with and subject to the entry of the EPCA Approval Order, and subject to the terms of this Agreement, the Company shall or
shall cause the Debtors to pay or reimburse, in accordance with Section 3.1(b) below and without duplication, all reasonable
and documented out-of-pocket fees (including success fees, transaction fees or similar fees) and expenses (including travel costs and
expenses) of (i) Milbank LLP, as counsel to the Equity Commitment Parties and their Related Purchasers (hereafter, “Milbank
LLP”), (ii) Perella Weinberg Partners, as financial advisor to the Equity Commitment Parties, (iii) Willkie Farr &
Gallagher LLP (“Willkie LLP”) and Young Conaway Stargatt & Taylor LLP, as legal counsel to the Initial
Consenting Noteholders, (iv) Ducera Partners LLC, as financial advisors to the Initial Consenting Noteholders, and (v) any other
professionals, advisors, or experts engaged from time to time with the prior written consent of the Company by or on behalf of the PE
Sponsors and/or the Ad Hoc group of Unsecured Noteholders incurred in connection with the Chapter 11 Cases, including to implement the
Restructuring Transactions, in each case incurred on behalf of such Person in connection with the due diligence investigation, negotiation,
execution and performance of any transaction (including any applicable filing or similar fees required to be paid in any applicable jurisdiction)
contemplated by this Agreement, the Chapter 11 Cases, the Plan Support Agreement or the Plan, regardless of when such fees are or were
incurred (such payment obligations in clauses (i) through (v), “Expense Reimbursement”).


 






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


 






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Article IV


 


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


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


 


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


 


Section 4.2       Corporate
Power and Authority.


 


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


 


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


 






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


 


Section 4.4       Authorized
and Issued Equity Interests.


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


Section 4.14     Intellectual
Property and Data Privacy.


 


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


 


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


 






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


 


Section 4.15     Title
to Real and Personal Property.


 


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


 


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


 






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


 


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


 


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


 






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Section 4.19     Tax
Matters.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 4.20     Employee
Benefit Plans.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Section 4.24     Compliance
with Money Laundering and Sanctions Laws. The operations of the Company and the Debtors
are and, since January 1, 2019, have been at all times conducted in compliance in all material respects with applicable financial
recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions Reporting Act of 1970, the money laundering
statutes of all jurisdictions in which the Debtors operate (and the rules and regulations promulgated thereunder) and any related
or similar applicable Laws (collectively, the “Money Laundering Laws”) and in all material respects with applicable
financial or economic sanctions administered or enforced by any relevant Governmental Entity, including the Office of Foreign Assets
Control of the U.S. Department of the Treasury (“Sanctions”). None of the Company or the Debtors or any of
their respective Subsidiaries or any of the respective officers, directors or, to the Knowledge of the Company or the Debtors, employees
of the Company, the Debtors or the respective Subsidiaries of the Company and the Debtors is the subject or target of any Sanctions.
No Legal Proceeding by or before any Governmental Entity or any arbitrator involving any of Company or the Debtors with respect to Money
Laundering Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.


 






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


 


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


 


Article V


 


REPRESENTATIONS AND WARRANTIES OF THE EQUITY
COMMITMENT PARTIES


 


Each Equity Commitment Party,
severally and not jointly, represents and warrants, as to itself only, as of the date of this Agreement and as of the Closing Date as
set forth below (provided that the representations and warranties set forth in Section 5.10(b) are only made by Equity
Commitment Parties that are HIL Debt Commitment Parties).


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


Section 5.10     Sufficient
Funds


 


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


 






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(b)          The
Equity Commitment Party acknowledges that its obligations under this Agreement and the other Transaction Agreements are not conditioned
in any manner upon its obtaining financing. Concurrently with the execution of this Agreement, Dundon and the Equity Commitment Parties
identified on Schedule 6.13 (the “HIL Debt Commitment Parties”) have delivered to the Company true,
correct and complete copies of that certain fully executed debt commitment letter, dated the date hereof (such commitment letter, including
all exhibits, term sheets, schedules, annexes, supplements and amendments thereto collectively the “HIL Debt Commitment Letter”)
to provide debt financing in an aggregate amount of €250 million (the “HIL Debt Financing”). As of the
date hereof the (i) HIL Debt Commitment Letter as to the Equity Commitment Party, and, to the knowledge of such Equity Commitment
Party, the other parties thereto, are valid and binding obligations of the parties thereto, enforceable by and against such parties in
accordance with their terms and (ii) the HIL Debt Commitment Letter has not been withdrawn, terminated or otherwise amended or modified
in any event, and (iii) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or
breach on the part of the Equity Commitment Party under any term or condition of the HIL Debt Commitment Letter. There are no other agreements,
side letters or arrangements to which the Equity Commitment Party or any of its Affiliates is a party relating to the HIL Debt Financing
that could affect the availability (including by imposing additional conditions precedent) or amount of any such financing at Closing.
Except as set forth, described or provided for in the HIL Debt Commitment Letter, there are no conditions precedent to the obligations
of the relevant Equity Commitment Party to fund the HIL Debt Financing. As of the date hereof (assuming the satisfaction of the conditions
set forth in Article VII), the Equity Commitment Party has no reason to believe that any of the conditions to the HIL Debt
Financing will not be satisfied or waived at the Closing or that the funding contemplated in the HIL Debt Financing will not be made
available to the Company at the Closing in order to consummate the Transactions in accordance with this Agreement. The Equity Commitment
Party has fully paid any and all commitment fees, if any, or other fees required by the HIL Debt Commitment Letter to be paid as of the
date hereof, and as of the date hereof, the Equity Commitment Party is unaware of any fact or occurrence that would reasonably be expected
to cause the HIL Debt Commitment Letter to be ineffective.


 


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


 


Section 5.12     Additional
Securities Law Matters.


 


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


 


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


 






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Article VI


 


ADDITIONAL COVENANTS


 


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


 


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


 






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Section 6.3     Conduct
of Business.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Section 6.5     Access
to Information.


 


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


 


(b)             Information
obtained by any Equity Commitment Party and its Representatives in connection with the transactions contemplated by this Agreement shall
be subject to the provisions of the relevant confidentiality agreement by and between the Company and any Plan Sponsor (including any
joinder thereto).


 






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Section 6.6     Financial
Information. During the Pre-Closing Period, the Company shall deliver to the counsel
and financial advisors to the Equity Commitment Parties or the designated Related Purchasers, all statements and reports the Company
is required to deliver to the lender under the DIP Facility as of the date hereof (the “Financial Reports”).
Neither any waiver by the parties to the DIP Facility of their right to receive the Financial Reports nor any amendment or termination
of the DIP Facility shall limit the Company’s obligation to deliver the Financial Reports to the Equity Commitment Parties in accordance
with the terms of this Agreement.


 


Section 6.7     Commercially
Reasonable Efforts.


 


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


 


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


 


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


 


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


 


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


 






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(c)             Nothing
contained in this Section 6.7 shall limit the ability of an Equity Commitment Party, in furtherance of its obligations to
consummate and make effective the transactions contemplated by this Agreement and the Plan, to consult with the Company, to appear and
be heard, or to file objections, concerning any matter arising in the Chapter 11 Cases to the extent not inconsistent with the Plan
Support Agreement, the Plan, this Agreement, or any other Transaction Agreement.


 


Section 6.8     Company
Organizational and Other Documents.


 


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


 


(b)             The
Plan will provide that each Equity Commitment Party and Related Purchaser shall be entitled to registration rights with respect to the
Shares that are customary for a transaction of this nature, pursuant to a registration rights agreement to be entered into as of the
Effective Date, which agreement shall be in form and substance reasonably acceptable to the Requisite Equity Commitment Parties and the
Company (the “Registration Rights Agreement”). A form of the Registration Rights Agreement shall be filed with
the Bankruptcy Court as part of the Plan Supplement or an amendment thereto.


 


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


 


Section 6.10     Governmental
Approval.


 


(a)             Each
Party agrees to (i) make (and, in the case of an Equity Commitment Party, cause each of its Related Purchasers to make) any filings,
notifications, notices or submissions (or, if required by any Antitrust Authority, any drafts thereof) under the HSR Act and any other
Antitrust Laws, the CFIUS Statute, if and as required or otherwise deemed advisable after good faith discussions between the relevant
Parties, or any similar Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement as soon
as reasonably practicable (and with respect to any filings required pursuant to the HSR Act, no later than ten (10) Business Days
following the date hereof), (ii) promptly furnish (and, in the case of an Equity Commitment Party, cause each of its Related Purchasers
to furnish) any documents or information reasonably requested by any Antitrust Authority or, if applicable, CFIUS and (iii) subject
to Section 6.10(f), take (and, in the case of an Equity Commitment Party, cause each of its Related Purchasers to take) all
actions necessary to obtain the required consents from any Antitrust Authority, including antitrust clearance under the HSR Act and under
any other Antitrust Law, the CFIUS Statute, and, if applicable, CFIUS Approval or similar Laws as promptly as practicable.


 






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


 


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


 


(d)            The
communications contemplated by this Section 6.10 may be made by the Company or a Filing Party on an outside counsel-only
basis or subject to other agreed upon confidentiality safeguards. The obligations in this Section 6.10 shall not apply to
filings, correspondence, communications or meetings with Antitrust Authorities unrelated to the transactions contemplated by this Agreement,
the Plan or the other Transaction Agreements and shall not apply to any Filing Party that is not a party to the notified transaction.


 






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


 


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


 


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


 


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


 


(f)             Notwithstanding
anything to the contrary set forth in this Section 6.10 or other provision of this Agreement, no Equity Commitment Party
or Filing Party shall be required to take any action, make any undertaking, or agree to any remedy or condition that: (i) would
be reasonably expected to be material in relation to the value of the Company and its Subsidiaries, taken as a whole, (ii) materially
affects such Party’s ability to own and control the Company, (iii) would reasonably be expected to have a material adverse
effect on such Party’s (A) business, (B) financial condition, (C) results of operations, or (D) ownership,
control, or operation over its businesses and assets or (iv) requires the sale, divestiture, holding separate, licensing, acquisition
by a third party, or other disposition of any portfolio company of any Equity Commitment Party, Filing Party or any of their respective
Subsidiaries (each of clauses (i) – (iv), a “Burdensome Condition”).


 






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Section 6.11     Alternative
Transactions.


 


(a)             Subject
to the other provisions of this Section 6.11, from the date of this Agreement until the earlier of the termination of this
Agreement in accordance with its terms and the Closing Date, (i) the Company shall, shall cause each of its officers, directors,
employees and Subsidiaries to, and shall use their reasonable best efforts to cause their other respective Representatives to, immediately
cease and terminate any ongoing solicitations, discussions and negotiations with respect to any Alternative Transaction, and (ii) each
of the Debtors and their Subsidiaries shall not, and shall instruct and direct their respective Representatives not to, other than to
inform any Person of the provisions of this Section 6.11, directly or indirectly, initiate, solicit, engage in or participate
in any discussions, inquiries or negotiations in connection with any proposal, expression of interest or offer relating to an Alternative
Transaction, afford access to the business, properties, assets, books or records of or provide any non-public information relating to
the Debtors or any of their Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or
encourage any effort by any Person that is seeking to make, or has made, an Alternative Transaction Proposal. It is agreed that any violation
of the restrictions on the Debtors set forth in this Section 6.11 by the Debtors or any of their Subsidiaries or any Representatives
thereof shall be a material breach of this Section 6.11 by the Debtors.


 


(b)             Notwithstanding
the foregoing clause (a), if following the date of this Agreement the Debtors or any of their Subsidiaries receive a bona
fide proposal, expression of interest or offer (whether written or unwritten) for an Alternative Transaction (an “Alternative
Transaction Proposal”) from any Person not solicited in violation of this Section 6.11 the Board of Directors
of the Company (the “Company Board”) (or a committee thereof) may, directly or indirectly through the Company’s
Representatives (i) contact any Person that has made an unsolicited Alternative Transaction Proposal (and its advisors) for the
purpose of clarifying the proposal and any terms thereof and the likelihood of consummation, so as to determine whether such proposal
constitutes, or could reasonably be expected to lead to, a Superior Proposal (as defined below) or (ii) if the Company Board shall
have determined in good faith and after considering the advice of its outside counsel and independent financial advisor, that such Alternative
Transaction Proposal, constitutes, or could reasonably be expected to result in, a Superior Transaction and that failure of the Company
Board to pursue such Alternative Transaction Proposal would reasonably be expected to result in a breach of the Company Board’s
fiduciary duties under applicable Laws (a “Superior Proposal”), the Company may, in response to such Superior
Proposal: (x) furnish non-public information in response to a request therefor by the Person that has submitted such unsolicited
Superior Proposal if such Person has executed and delivered to the Company a confidentiality agreement (a copy of which shall be provided
to the Equity Commitment Parties within 24 hours of execution thereof) on terms no less favorable than any confidentiality agreements
entered into with any Plan Sponsor and if the Company also promptly (and in any event within 24 hours after the time such information
is provided to such Person) makes such information available to the Equity Commitment Parties, to the extent not previously provided
to the Equity Commitment Parties; and (y) engage or participate in discussions and negotiations with such Person regarding such
Superior Proposal. Subject to applicable confidentiality restrictions and the conditions upon which the proposal was submitted, the Company
shall provide (i) notice of all Alternative Transaction Proposals (whether oral or written) to the Equity Commitment Parties, Milbank
LLP and Willkie LLP within twenty-four (24) hours after the time of receipt of such Alternative Transaction Proposal and (ii) a
copy of each such written Alternative Transaction Proposal or summary of each such oral Alternative Transaction Proposal. The Company
shall also notify the Equity Commitment Parties promptly if the Company Board determines that an Alternative Transaction Proposal is
a Superior Proposal, and in no event later than 24 hours following such determination.


 






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Section 6.12     Directors
and Officers Indemnity.


 


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


 


(b)             Notwithstanding
any other provisions hereof, the obligations of the Equity Commitment Parties and the Company and its Subsidiaries contained in this
Section 6.12 shall be binding upon the successors and assigns of the Equity Commitment Parties, the Company and its Subsidiaries.
In the event the Company or any of its Subsidiaries or any of their respective successors or assigns, (i) consolidates with or merges
into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case,
proper provision shall be made so that the successors and assigns of the Company or such Subsidiary, as the case may be, honor the indemnification
and other obligations set forth in this Section 6.12.


 


(c)             The
obligations of the Equity Commitment Parties and the Company and its Subsidiaries under this Section 6.12 shall survive the
Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Person to whom this Section 6.12
applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this
Section 6.12 applies shall be third-party beneficiaries of this Section 6.12, each of whom may enforce the provisions
of this Section 6.12).


 






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Section 6.13     Hertz
International Limited Financing. Each HIL Debt Commitment Party shall (and shall cause
its Affiliates to) use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable to consummate and obtain the HIL Debt Financing contemplated by the HIL Debt Commitment Letter including
(i) complying with its obligations under the HIL Debt Commitment Letter, (ii) maintaining in effect the HIL Debt Commitment
Letter until consummation of the Closing, (iii) satisfying or obtaining a waiver of (and causing its Affiliates to satisfy or obtain
a waiver of), on a timely basis all conditions contained in the HIL Debt Commitment Letter, (iv) if all conditions to the HIL Debt
Financing have been satisfied in accordance with the HIL Debt Commitment Letter, funding such commitment at the Closing and (v) diligently
enforcing all of its rights under the HIL Debt Commitment Letter and the definitive agreements relating to the HIL Debt Financing. Each
Plan Sponsor shall give Hertz prompt notice upon having knowledge of any actual of potential breach, default, termination or repudiation
by any party to the HIL Debt Commitment Letter or any of the definitive documents related to the HIL Debt Financing. No Plan Sponsor
shall permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the HIL Debt Commitment Letter
without the prior written consent of Hertz. Each Plan Sponsor acknowledges and agrees that its obligations to consummate the transactions
contemplated by this Agreement are not in any way conditioned or contingent upon or otherwise subject to, the Debtors’ receipt
of the HIL Debt Financing.


 


Section 6.14     Shelf
Registration of Common Stock.


 


(a)             The
Company shall, as soon as practicable following the entry of the EPCA Approval Order, but in any event not later than five (5) days
after the Effective Date, file a registration statement on any permitted form that qualifies, and is available for, the resale of Rights
Offering Shares and Unsubscribed Shares to be issued to the Equity Commitment Parties at the Closing (the “Registrable Securities”)
with the U.S. Securities and Exchange Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act
(or any successor rule then in effect) (the “Shelf”). The Company shall use its commercially reasonable
efforts to cause the Shelf to become effective as promptly thereafter as practicable and to remain effective until the earlier of (i) such
time that all Registrable Securities shall have been sold by the Equity Commitment Parties and (ii) such time that all Registrable
Securities may be sold by the Equity Commitment Parties pursuant to Rule 144(b)(1) promulgated under the Securities Act.


 


(b)             The
Company shall use its commercially reasonable efforts to cause all such Registrable Securities (i) if the shares of Common Stock
are then listed on a national securities exchange, to continue to be so listed, (ii) if the shares of Common Stock are not then
listed on a national securities exchange, to, as promptly as practicable (subject to the limitations set forth in the Plan) be listed
on the New York Stock Exchange or the NASDAQ Stock Market (or any other national securities exchange).


 


Article VII


 


CONDITIONS
TO THE OBLIGATIONS OF THE PARTIES


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(g)           Governmental
Approvals. (i) All waiting periods imposed by any Governmental Entity or Antitrust Authority in connection with the transactions
contemplated by this Agreement shall have terminated or expired and (ii) all authorizations, approvals, consents or clearances under
such Antitrust Laws or otherwise required by Governmental Entities in connection with the transactions contemplated by this Agreement
shall have been obtained, and CFIUS Approval, if applicable, and no such authorizations, approvals, consents or clearances or CFIUS Approval
shall have imposed any Burdensome Conditions.


 


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


 


(i)            Representations
and Warranties.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(n)            Registration
Rights Agreement; Company Organizational Documents.


 


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


 


(ii)            The
Company Organizational Documents shall became effective concurrent with the Closing.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(j)             Plan
Support Agreement. The Plan Support Agreement shall not have been terminated with respect to the Plan Sponsors or any Equity Commitment
Party or any Related Purchaser in accordance with its terms.


 


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


 


Article VIII


 


INDEMNIFICATION AND CONTRIBUTION


 


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


 






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


 






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


 


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


 


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


 


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


 






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Article IX


 


TERMINATION


 


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


 


Section 9.2     Automatic
Termination; Termination by the Requisite Equity Commitment Parties.


 


(a)            [Reserved]


 


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


 


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


 


(ii)           the
Plan Support Agreement is terminated in accordance with its terms with respect to the Company;


 


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


 






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


 


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


 


(vi)          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 Requisite Commitment Parties;


 


(vii)        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;


 


(viii)       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;


 






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(ix)          (A) the
Debtors have materially breached their obligations under Section 6.11 (Alternative Transactions); (B) the Bankruptcy
Court approves or authorizes an Alternative Transaction; (C) any of the Debtors enters into any Contract providing for the consummation
of any Alternative Transaction or files any motion or application seeking authority to propose, join in or participate in the formation
of, any actual or proposed Alternative Transaction; or (D) publicly announces its intention to take any such action listed in sub-clauses (A),
(B) or (C) of this subsection;


 


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


 


(xi)          the
date the Company publicly announces that it has withdrawn or abandoned the Plan.


 


Section 9.3     Termination
by the Company.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Section 9.4     Effect
of Termination. Subject to the final sentence of Section 8(g) of the Plan
Support Agreement (which shall apply to this Agreement mutatis mutandis), upon termination of this Agreement pursuant to this
Article IX, this Agreement shall forthwith become void and there shall be no further obligations or liabilities on the part
of the Parties; provided, that (i) the obligations of the Debtors to pay the Expense Reimbursement pursuant to Article III
and to satisfy their indemnification obligations pursuant to Article VIII shall survive the termination of this Agreement
and shall remain in full force and effect, in each case, until such obligations have been satisfied, (ii) the provisions set forth
in this Section 9.4, Section 9.5, Article VIII and Article X shall survive the termination
of this Agreement in accordance with their terms and (iii) subject to Section 10.10 (Damages), nothing in this
Section 9.4 shall relieve any Party from liability for its gross negligence or any willful or intentional breach of this
Agreement. For purposes of this Agreement, “willful or intentional breach” means a breach of this Agreement
that is a consequence of an act undertaken by the breaching Party with the knowledge that the taking of such act would, or would reasonably
be expected to, cause a breach of this Agreement.


 


Section 9.5     Termination
Payment.


 


(a)            Upon
consummation of an Alternative Transaction, if this Agreement is validly terminated under Section 9.2(b)(i) (solely
in the event that the Company materially breaches this Agreement in a manner that proximately caused the failure of the Closing to occur
prior to such date), Section 9.2(b)(ii) as a result of the Company terminating the Plan Support Agreement pursuant to
Section 8(d)(4) thereof, Section 9.2(b)(iii), Section 9.2(b)(iv), Section 9.2(b)(ix), or
Section 9.3(c) and no Equity Commitment Party has breached its obligations under this Agreement such that the Company
has the right to terminate this Agreement pursuant to Section 9.3(b), the Debtors shall pay WP 10.7%, Centerbridge 10.7%,
Dundon 15.6%, and the Initial Consenting Noteholders 63.0% of a cash Termination Payment equal to $77,200,000 (the “Termination
Payment”), which amount shall be paid within three (3) Business Days following consummation of such Alternative Transaction
by wire transfer of immediately available funds to such account as WP, Centerbridge, Dundon and each of the Initial Consenting Noteholders
may designate. The Initial Consenting Noteholders’ portion of the Termination Payment shall be allocated as set forth on Schedule
1 hereto.


 


(b)            The
Termination Payment shall be fully earned, nonrefundable and non-avoidable upon entry of the EPCA Approval Order and shall be paid by
the Debtors, free and clear of any withholding or deduction for any applicable Taxes. The Termination Payment shall, pursuant to the
EPCA Approval Order, constitute allowed administrative expenses against each of the Debtors’ estates under sections 503(b) and 507
of the Bankruptcy Code.


 


(c)            Each
of the Parties acknowledges that the Termination Payment is not intended to be a penalty but rather constitutes liquidated damages in
a reasonable amount that will compensate the Equity Commitment Parties in the circumstances in which the Termination Payment is paid
for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement
and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate
with precision. Notwithstanding anything to the contrary in this Agreement, in the event of a valid termination as set forth in this
Section 9.5, each Equity Commitment Party acknowledges and agrees that the payment of its pro rata portion of the Termination
Payment shall be its sole and exclusive remedy, at Law and in equity or otherwise, against the Debtors. In no event shall any Equity
Commitment Party be entitled to any Termination Payment more than once.


 






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Article X


 


GENERAL PROVISIONS


 


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


 


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


 


Hertz Global Holdings, Inc.





8501 Williams Road





Estero, Florida 33928





Attention: M. David Galainena

Email: dave.galainena@hertz.com


 


with
copies (which shall not constitute notice) to:


 


White & Case LLP





200 South Biscayne Boulevard, Suite 4900





Miami, Florida 33131





Attention: Thomas E. Lauria





Email: tlauria@whitecase.com


 


and


 


White & Case LLP





1221 Avenue of the Americas





New York, New York 10020





Attention: Gregory Pryor and Adam Cieply





		Email:	gpryor@whitecase.com

                                            adam.cieply@whitecase.com



 


(b)          If
to the Direct Equity Investors:


 


to the electronic mail addresses set
forth below such Party’s signature


 


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


 


Milbank LLP





55 Hudson Yards





New York, NY 10003





Attention: Gerard Uzzi; Nelly Almeida





Email: guzzi@milbank.com;


           nalmeida@milbank.com


 






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(c)           If
to the Initial Consenting Noteholders:


 


to the electronic mail addresses set
forth below such Party’s signature


 


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


 


Willkie Farr & Gallagher LLP





787 Seventh Avenue





New York, NY 10019





Attention: Rachel C. Strickland





Email: rstrickland@willkie.com;


 


Section 10.2     Assignment;
Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned by any Person (whether by operation of Law or otherwise) without the prior written
consent of the Company and the Requisite Equity Commitment Parties, and any purported assignment in violation of this Section 10.2
shall be void ab initio provided, that each Equity Commitment Party may, without the consent of any other Party, assign
its rights and obligations under this Agreement (including its right to purchase the Shares), in whole or in part, to one or more of
its Affiliates or Affiliated Funds; provided, further that no such assignment shall relieve the relevant Equity Commitment Party
of its obligations under this Agreement. Except as expressly provided in Section 6.12 with respect to D&O Indemnified
Persons, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer
upon any Person any rights or remedies under this Agreement other than the Parties. Notwithstanding anything to the contrary herein,
each Party hereto recognizes, acknowledges and agrees that this Agreement binds only the desk or business unit that executes this Agreement
and shall not be binding on any other desk, business unit or affiliate, unless such desk, business unit or affiliate separately becomes
a Party hereto.


 


Section 10.3     Prior
Negotiations; Entire Agreement.


 


(a)            This
Agreement (including the agreements attached as Exhibits to and the documents and instruments referred to in this Agreement) and the
Plan Support Agreement constitute the entire agreement of the Parties and supersede all prior agreements, arrangements or understandings,
whether written or oral, among the Parties (or any subset thereof) with respect to the subject matter of this Agreement, (including,
without limitation, those certain Equity Commitment Letters, each dated March 29, 2021, by Hertz Global Holdings, Inc., Hertz
Corp. and each of (i) Centerbridge Capital Partners IV, L.P., (ii) Dundon and (iii) Warburg Pincus (Callisto) Global Growth
(Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global
Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P. and WP Global Growth Partners (Cayman), L.P.) except that
the Parties acknowledge that any confidentiality agreements heretofore executed among the Parties will each continue in full force and
effect.


 






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


 


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


 


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


 


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


 






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Section 10.7     Waivers
and Amendments; Rights Cumulative; Consent. This Agreement may be amended, restated,
modified, or changed only by a written instrument signed by the Company (on behalf of itself and the other Debtors) and the Requisite
Equity Commitment Parties. The terms and conditions of this Agreement may be waived (i) by the Company only by a written instrument
executed by the Company (on behalf of itself and the other Debtors) and (ii) by the Equity Commitment Parties only by a written
instrument executed by the Requisite Equity Commitment Parties. No delay on the part of any Party in exercising any right, power or privilege
pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege
pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude
any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Except as otherwise
provided in this Agreement, the rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights
or remedies which any Party otherwise may have at law or in equity. For the avoidance of doubt, nothing in this Agreement shall affect
or otherwise impair the rights, including consent rights, of the Equity Commitment Parties under the Plan Support Agreement or any other
Transaction Agreement.


 


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


 


Section 10.9     Specific
Performance. The Parties agree that irreparable damage would occur if any provision
of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to equitable relief,
including an injunction or injunctions or Orders for specific performance to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. Each Party
irrevocably waives any right it may have to require the obtaining, furnishing or posting of any bond or similar instrument. Unless otherwise
expressly stated in this Agreement, no right or remedy described or provided in this Agreement is intended to be exclusive or to preclude
a Party from pursuing other rights and remedies to the extent available under this Agreement, at law or in equity.


 


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


 


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


 






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


 


Section 10.13     No
Recourse. Notwithstanding anything that may be expressed or implied in this Agreement,
and notwithstanding the fact that certain of the Parties may be partnerships or limited liability companies, each Party covenants, agrees
and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall
be had against any Party’s Affiliates, or any of such Party’s Affiliates’ or respective Related Parties in each case
other than the Parties to this Agreement and each of their respective successors and permitted assignees under this Agreement, whether
by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly
agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related
Parties, as such, for any obligation or liability of any Party under this Agreement or any documents or instruments delivered in connection
herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided, however,
that nothing in this Section 10.13 shall relieve or otherwise limit the liability of any Party or any of their respective
successors or permitted assigns for any breach or violation of its obligations under this Agreement or such other documents or instruments. 
For the avoidance of doubt, prior to the Effective Date, none of the Parties will have any recourse, be entitled to commence any proceeding
or make any claim under this Agreement or in connection with this Agreement or the transactions contemplated hereby except against any
of the Parties or their respective successors and permitted assigns, as applicable. In furtherance of the foregoing, prior to the earlier
of (x) the Effective Date and (y) a termination of this Agreement pursuant to Article IX, neither the Company,
the Debtors, nor any of their Affiliates or any of their respective direct or indirect general or limited partners, managers, officers,
directors, employees, representatives or agents may assert any claim against the Equity Commitment Parties in connection with this Agreement
or the transactions contemplated hereby (other than a claim seeking an order of specific performance in the circumstances provided for
in Section 10.9), it being understood that this Agreement will terminate automatically and immediately upon the assertion
of any such claim.


 






    67


     


    

 


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


 


[Signature Page Follows]


 






    68


     


    




 


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.


 


Agreed to and accepted:


 


	 	HERTZ GLOBAL HOLDINGS, INC.
	 	 






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


 


[Signature Page to Equity Purchase and
Commitment Agreement]


 












     


     


    

 


	 	CENTERBRIDGE CAPITAL PARTNERS IV, L.P.






	 	By:	Centerbridge Associates IV, L.P., its General Partner
	 	By:	CCP IV Cayman GP Ltd., its General Partner



 


	 	By:	/s/ Bao Truong






	 	Name:	Bao Truong
	 	Title:	AUTHORIZED SIGNATORY



 





	 	Notice Address:
	



 


	 	Centerbridge Partners, LP.
	 	375 Park Avenue
	 	New York, New York 10152
	 	 
	
	 	Attention: The Office of the General Counsel
	 	Email: legalnotices@centerbridge.com
	 




 


[Signature Page to Equity Purchase and
Commitment Agreement]


 












     


     


    

 


	 	WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P.










	 	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	 	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	 	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	 	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner



 


	 	By:	/s/ Steven Glenn






	 	Name:	Steven Glenn
	 	Title:	Authorised Signatory



 


	 	WARBURG PINCUS (EUROPA) GLOBAL GROWTH (CAYMAN), L.P.



	 	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	 	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	 	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	 	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner



 


	 	By:	/s/ Steven Glenn






	 	Name:	Steven Glenn
	 	Title:	Authorised Signatory



 


	 	WARBURG PINCUS GLOBAL GROWTH-B (CAYMAN), L.P.






	 	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	 	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	 	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	 	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner


 





	 	By:	/s/ Steven Glenn





	 	Name:	Steven Glenn
	 	Title:	Authorised Signatory


 


[Signature Page to Equity Purchase and
Commitment Agreement]


 












     


     


    

 


	 	WARBURG PINCUS GLOBAL GROWTH-E (CAYMAN), L.P.






	 	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	 	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	 	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	 	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner


 





	 	By:	/s/ Steven Glenn





	 	Name:	Steven Glenn
	 	Title:	Authorised Signatory


 


	 	WARBURG PINCUS GLOBAL GROWTH PARTNERS (CAYMAN), L.P.






	 	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	 	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	 	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	 	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner


 





	 	By:	/s/ Steven Glenn





	 	Name:	Steven Glenn
	 	Title:	Authorised Signatory


 


	 	WP GLOBAL GROWTH PARTNERS (CAYMAN), L.P.






	 	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	 	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	 	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	 	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner


 





	 	By:	/s/ Steven Glenn





	 	Name:	Steven Glenn
	 	Title:	Authorised Signatory


 


	 	Notice Address:
	 	450 Lexington Ave
	 	New York, NY 10017



 


	 	Attention: General Counsel
	 	Email: notices@warburgpincus.com



 


[Signature Page to Equity Purchase and
Commitment Agreement]


 












     


     


    

 


	 	DUNDON CAPITAL PARTNERS, LLC



 


	 	By:	/s/ Tom Dundon






	 	Name:	Tom Dundon
	 	Title:	Chairman and Managing Partner



 


	 	Notice Address:
	 	 
	 	Dundon Capital Partners, LLC
	 	2100 Ross Ave Ste 550
	 	Dallas, TX, 75201-6765



 


	 	Attention: Tom Dundon
	 	Email: td@dundon.co



 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	400 CAPITAL CREDIT OPPORTUNITIES MASTER FUND LTD
	 	 
	 	By: 400 Capital Management LLC, as investment manager



 


	 	By: 	/s/ Christopher Hentemann



	 	Name: Christopher Hentemann
	 	Title: Managing Partner and Chief Investment officer



 


	 	BOSTON PATRIOT MILK ST LLC



 


	 	By: 400 Capital Management LLC, as investment manager



 





	 	By: 	/s/ Christopher Hentemann





	 	Name: Christopher Hentemann
	 	Title: Managing Partner and Chief Investment officer


 


	 	400 CAPITAL TX COF I LP



 





	 	By: 400 Capital Management LLC, as investment manager


 





	 	By: 	/s/ Christopher Hentemann





	 	Name: Christopher Hentemann
	 	Title: Managing Partner and Chief Investment officer


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY



 


	 	683 CAPITAL PARTNERS, LP



 


	 	By:	/s/ Joseph Patt
	 	 	Name: Joseph Patt
	 	 	Title: Member of the General Partner


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	AEGON USA INVESTMENT MANAGEMENT, LLC
	 	 
	 	 



 


	 	By:	/s/ Derek Thoms






	 	 	Name: Derek Thoms
	 	 	Title: Vice President


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY




 


	 	BofA Securities Inc. executes this Agreement and signature page solely on behalf of the US Distressed & Special Situations
Group and its managed positions. This signature in no way binds any other line of business, activities or positions at BofA Securities
Inc. or any of its affiliates or subsidiaries. In the event the terms of this signature are not accepted, the signature shall be deemed
null and void ab initio




 


	 	By:	/s/ Vincenzo Ruocco
	 	 	Name: Vincenzo Ruocco
	 	 	Title:    Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 





	 	EQUITY COMMITMENT PARTY


 


	 	BREAN ASSET MANAGEMENT, LLC



 


	 	By:	/s/ Patrick L. Marano, Jr.
	 	 	Name: Patrick L. Marano, Jr.
	 	 	Title:   General Counsel & CCO


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	Canso Investment Counsel Ltd. in its capacity as portfolio manager acting for and on behalf of certain managed accounts



 


	 	By:	/s/ Joe Morin






	 	Name:	Joe Morin
	 	Title:	Portfolio Manager


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	Carronade Capital Master, LP
	 	 	By: Carronade Capital GP, LLC, its general partner
	 	 	 
	 	 	 
	 	By:	/s/ Dan Gropper
	 	 	Name: 	Dan Gropper
	 	 	Title:	Managing Member


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 	 
	 	CarVal Investors, LP on behalf of the fund, it manages
	 	 	 	 
	 	By:	/s/ Ryan Morrell
	 	 	Name:	Ryan Morrell
	 	 	Title:	Managing Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	Cetus Capital VI, L.P.
	 	 	 
	 	 	 
	 	By:	/s/ Richard Maybaum
	 	 	Name:	Richard Maybaum
	 	 	Title:	Managing Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	Littlejohn Opportunities Master Fund LP
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Richard Maybaum
	 	 	Name:	Richard Maybaum
	 	 	Title:	Managing Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	OFM II, L.P.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Richard Maybaum
	 	 	Name:	Richard Maybaum
	 	 	Title:	Managing Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	CVC Global Credit Opportunities Master Fund LP
	 	acting by its general partner,
	 	CVC Global Credit Opportunities Fund GP, LLC
	 	acting by its sole member,
	 	CVC Credit Partners LLC
	 	 
	 	By:	/s/ Scott Bynum
	 	 	Name: 	Scott Bynum
	 	 	Title: 	Authorised signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	 	D.
    E. Shaw Galvanic Portfolios, L.L.C.
	 	 	 
	 	By:	/s/ Shi Nisman
	 	 	Name:	 Shi Nisman
	 	 	Title:	Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment Agreement]


 






    


     


    

 


Deutsche Bank Securities Inc. (“DB”) is engaged in a wide
range of financial services and businesses, and, in furtherance of the foregoing, the obligations set forth in this Agreement shall only
apply to the trading desk(s) and/or business group(s) of DB as further set forth in this signature page, and shall not apply
to any other affiliate, trading desk or business group of DB.


 


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.


 


Agreed to and accepted:


 


	 	DEUTSCHE BANK SECURITIES INC.
	 	(solely with respect to the Distressed Products Group)
	 	 	 	 
	 	By:	/s/ Shawn Faurot
	 	 	Name:	Shawn Faurot
	 	 	Title:	Managing Director
	 	 	 	 
	 	By:	/s/ Joanne Adkins
	 	 	Name:	Joanne Adkins
	 	 	Title:	Managing Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	  Diameter Master Fund LP
	 	  By:	Diameter Capital Partners LP, its Investment Manager
	 	 	 
	 	By:	/s/ Shailini Rao
	 	 	Name: 	Shailini Rao
	 	 	Title:	 General Counsel and CCO


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	Diameter Dislocation Master Fund LP
	 	By:	Diameter Capital Partners LP, its Investment Manager
	 	 	 
	 	By:	/s/ Shailini Rao
	 	 	Name: Shailini Rao
	 	 	Title:   General Counsel and CCO


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	 
	 	Eaton Vance Management
	 	 
	 	 
	 	By:	/s/ Steve Concannon
	 	 	Name:	Steve Concannon
	 	 	Title:	 Vice President


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	 
	 	Farmstead Capital Management, LLC and
	 	its affiliates
	 	 	 
	 	By:	/s/ Michael Scott
	 	 	Name: Michael Scott
	 	 	Title: Managing Member


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	FIDELITY ADVISOR SERIES II: Fidelity Advisor Strategic Income Fund
	 	 
	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	Fidelity Securities Fund: Fidelity Blue Chip Growth Fund
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity Management Trust Company: Fidelity Blue Chip Growth Commingled Pool
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	FIDELITY SUMMER STREET TRUST: Fidelity Capital & Income Fund
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity Investments Canada ULC: Fidelity Blue Chip Growth Institutional Trust
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity Canadian Balanced Fund, by Fidelity
	 	 	Investments Canada ULC as Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity American High Yield Fund, by Fidelity
	 	 	Investments Canada ULC as Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity Distressed Opportunities Master Fund I, LP,
	 	 	by Fidelity Management & Research Company LLC
	 	 	as Investment Manager
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity Funds SICAV / Fidelity Funds – US High
	 	 	Yield
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity Securities Fund: Fidelity Series Blue Chip
	 	 	Growth Fund
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Japan Trustee Services Bank, LTD. Re: Fidelity
	 	 	Strategic Income Fund (Mother) By Fidelity
	 	 	Management & Research Company as Sub-Advisor
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	FIDELITY SUMMER STREET TRUST: Fidelity
	 	 	Global High Income Fund
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	FMR Capital, Inc. High Income 1 Pilot Portfolio -
	 	 	Portfolio Number 5028
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	 	 
	 	 	FMR Capital, Inc. High Income 2 Pilot Portfolio -
	 	 	Portfolio Number 5559
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name:Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	FIDELITY CENTRAL INVESTMENT
	 	 	PORTFOLIOS LLC: Fidelity High Income Central
	 	 	Fund
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Master Trust Bank Of Japan Ltd. Re: Fidelity US High Yield Mother Fund, by Fidelity Management & Research Company as Investment Manager
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Japan Trustee Services Bank, Ltd. Re: Fidelity High Yield Bond Open Mother Fund, by Fidelity Management & Research
    Company as Investment Manager
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	FIDELITY ADVISOR SERIES I: Fidelity Advisor High Income Advantage Fund
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Pension Reserves Investment Trust Fund, by Fidelity Institutional Asset Management Trust Company as Investment Manager
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	Fidelity Institutional Asset Management Trust Company: FIAM Target Date Blue Chip Growth Commingled Pool
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	VARIABLE INSURANCE PRODUCTS FUND V:
	 	 	Strategic Income Portfolio
	 	 	 
	 	 	 
	 	By:	/s/ Chris Maher
	 	 	Name: Chris Maher
	 	 	Title: Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	 
	 	 	J.P. MORGAN INVESTMENT MANAGEMENT INC. AND JPMORGAN
    CHASE BANK, N.A. (“Signatory”), solely as investment adviser and/or trustee on behalf of certain discretionary accounts
    and/or funds it manages.
	 	 	 
	 	 	 
	 	 	By executing this agreement, Signatory, solely
    as investment advisor and/or trustee on behalf of certain discretionary funds and/or accounts it manages, binds only itself, and
    itself only in that capacity, and not any other affiliate of JPMorgan Chase & Co., or any of its or their respective business
    units, subsidiaries or affiliates (including any desk or business unit thereof), and no such affiliate shall be deemed to be bound
    by the terms of this agreement by virtue of Signatory’s execution of this agreement. Moreover, Signatory shall have no obligation
    to cause any of its affiliates to take or refrain from taking any action.








	 	 	 
	 	 	 
	 	 
	 	 	 
	 	By:	/s/ Greg Seketa
	 	 	Name: Greg Seketa
	 	 	Title: Executive Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	J.P. MORGAN SECURITIES LLC*, with respect to
	 	only its North America Credit Trading Group
	 	 	 
	 	 	 
	 	By:	/s/ Brian M. Ercolani
	 	 	Name:   Brian M. Ercolani
	 	 	Title:     Operations Manger


 


*This signature page to the Equity Commitment Agreement (the “Agreement”)
applies only to the North America Credit Trading group of J.P. Morgan Securities LLC (“CTG”) and the senior notes (“Notes”)
held by such group. Accordingly, the terms “Investor”, “Plan Sponsors”, “party”, and “parties”
for all purposes of the Agreement mean and refer only to CTG and such business unit’s holdings of the Notes. For the avoidance of
doubt, the Agreement does not apply to (i) loans, claims, securities, notes, other obligations or any other interests in the Debtors
that may be held, acquired or sold by, or any activities, services or businesses conducted or provided by, any other group or business
unit within, or affiliate of, J.P. Morgan Securities LLC, (ii) any credit facilities to which JPMorgan Chase & Co. or any
of its affiliates (“Morgan”) is a party in effect as of the date hereof, (iii) any new credit facility, amendment to
an existing credit facility, or debt or equity securities offering involving Morgan, (iv) any direct or indirect principal activities
undertaken by any Morgan entity engaged in the venture capital, private equity or mezzanine businesses, or portfolio companies in which
they have investments, (v) any ordinary course sales and trading activity undertaken by employees who are not a member of CTG, (vi) any
Morgan entity or business engaged in providing private banking or investment management services, or (vii) any loans, notes, or claims
that may be beneficially owned by non-affiliated clients of J.P. Morgan Securities LLC or any of its affiliates or for which Morgan acts
in a fiduciary capacity.


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 	             King Street Capital Management, L.P.
	 	 	 
	 	 
	 	By:	/s/ Howard Baum
	 	 	Name: Howard Baum
	 	 	Title:   Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	 Livello Capital Special Opportunities Master Fund LP
	 	 	 
	 	By:	/s/ Joseph Salegna
	 	 	Name: Joseph Salegna
	 	 	Title: Chief Financial Officer


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	Lord, Abbett & Co. LLC, as investment adviser on behalf
	 	of certain accounts it manages
	 	 	 
	 	By:	/s/ Steven Rocco
	 	 	Name: Steven Rocco
	 	 	Title: Member & Director of Taxable Fixed Income


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	Marathon Asset Management, LP acting on behalf of one or more
	 	investment funds managed and/or advised by Marathon Asset
	 	Management, LP
	 	 	 
	 	By:	/s/ Jeff Jacob
	 	 	Name: 	Jeff Jacob
	 	 	Title: 	Authorized Signatory


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	MILLENNIUM CMM, LTD.
	 	By:	Millennium International Management LP, its Investment Manager
	 	 	 
	 	By:	/s/ Mark Meskin
	 	 	Name: 	Mark Meskin
	 	 	Title: 	Chief Trading Officer



 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	Moore Global Investments, LLC by Moore Capital Management,
    LP
	 	Its Investment Manager
	 	 
	 	By: 	/s/ James Kaye
	 	 	Name: 	James Kaye
	 	 	Title: 	Vice President


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	Morgan Stanley & Co., LLC, solely on behalf of its
    New York
	 	distressed trading desk, and not on behalf of any of its other
	 	trading desks, business units,
    divisions or affiliates
	 	 
	 	By:	/s/ Brian McGowan
	 	 	Name:	Brian McGowan
	 	 	Title:	Managing Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	Napier Park Global Capital (US)
    LP, on behalf of its managed funds and accounts
	 	 
	 	By:	/s/ Rutvij Shanghavi
	 	 	Name: 	Rutvij Shanghavi
	 	 	Title: 	Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 	 
	 	Nomura Corporate Research and Asset Management Inc. as
	 	investment adviser on behalf of certain funds and accounts
	 	 
	 	By:	/s/ Stephen S Kotsen
	 	 	Name: Stephen Kotsen
	 	 	Title : Managing Director


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	One Fin Capital Master Fund LP
	 	By:	One Fin Capital Management LP
	 	 	Its Investment Advisor
	 	 	 
	 	By:	/s/ MayKao Manisone
	 	 	Name:	MayKao Manisone
	 	 	Title:	CFO


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


P. SCHOENFELD ASSET MANAGEMENT LP, as investment advisor on
behalf of certain funds and managed accounts


 


	 	By:	/s/ Dhananjay Pai
	 	 	Name: Dhananjay Pai
	 	 	Title: President & Chief Operating Officer


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	 	Sunrise Partners Limited Partnership
	 	 	 
	 	By:	/s/ Douglas W. Ambrose
	 	 	Name:	Douglas W. Ambrose 
	 	 	Title:	Executive Vice President of 

Paloma
    Partners Management Company,

 general partner of 

Sunrise Partners Limited Partnership


 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	 
	 	Pentwater
    Capital Management LP
	 	 
	 	By: 	/s/ David M Zirin
	 	 	Name: 	David M Zirin
	 	 	Title: 	Chief Operating Officer



 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	Capital Ventures International
	 	By Susquehanna Advisors Group, Inc., its authorized agent
	 	 
	 	By: 	/s/ Kathy Harley
	 	 	Name: 	Kathy Harley
	 	 	Title: 	Assistant Vice President



 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	 
	 	Warlander Partners, LP
	 	 
	 	By: 	/s/ Matthew Tuminello
	 	 	Name: 	Matt Tuminello
	 	 	Title: 	CFO



 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 



	 	EQUITY COMMITMENT PARTY
	 	 
	 	Wexford Spectrum Trading Limited, Wexford Catalyst Trading Limited,
	 	Debello Trading Limited, Wexford Focused Trading Limited
	 	By:Wexford Capital LP, the Manager of the Funds
	 	By: 	/s/ Arthur Amron
	 	 	Name: 	Arthur Amron
	 	 	Title: 	Partner and General Counsel



 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 



	 	EQUITY COMMITMENT PARTY
	 	WHITEBOX RELATIVE VALUE PARTNERS, LP
	 	By: 	/s/ Luke Harris
	 	 	Name: 	Luke Harris
	 	 	Title: 	General Counsel
	 	 	 	Whitebox Advisors LLC



 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	WHITEBOX MULTI-STRATEGY PARTNERS, LP
	 	 
	 	By: 	/s/ Luke Harris
	 	 	Name: 	Luke Harris
	 	 	Title: 	General Counsel
	 	 	 	Whitebox Advisors LLC



 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	WHITEBOX GT FUND, LP
	 	 
	 	By:	/s/ Luke Harris
	 	 	Name:	Luke Harris
	 	 	Title: 	General Counsel
	 	 	 	Whitebox Advisors LLC



 


[Signature Page to Equity Purchase and
Commitment 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.


 


Agreed to and accepted:


 


	 	EQUITY COMMITMENT PARTY
	 	PANDORA SELECT PARTNERS, LP
	 	 
	 	By:	/s/ Luke Harris
	 	 	Name: 	Luke Harris
	 	 	Title: 	General Counsel
	 	 	 	Whitebox Advisors LLC



 


[Signature Page to Equity Purchase and
Commitment Agreement]


 






     


     


    






 


Annex A


 


Terms of Preferred Stock


 


	Convertible Series A Preferred Stock:	The Reorganized Debtors shall issue, and Centerbridge and WP shall purchase, shares of the Preferred Stock with customary terms and conditions, including, without limitation, the following:
	 	 	 
	 	·	Price. The Preferred Stock will be issued at a purchase price of $385 million in the aggregate in cash.
	 	 	 
	 	·	New Money Investors. Centerbridge shall commit, severally and not jointly, to purchase shares of Preferred Stock at a purchase price of $192.5 million in the aggregate in cash; WP shall commit, severally and not jointly, to purchase shares of Preferred Stock at a purchase price of $192.5 million in the aggregate in cash.
	 	 	 
	 	·	Dividend. 4.0% per annum, compounded quarterly for the first through the third year from issuance, payable in kind (PIK). No coupon from and after the first day of the fourth year from the date of issuance. The Preferred Stock shall also participate in dividends paid on common stock on an as converted basis.
	 	 	 
	 	·	Conversion. Each holder will have the right to convert its shares of Preferred Stock (including PIK dividends) into common stock of the Reorganized Debtors, based on a pre-conversion common equity valuation of $4,826 million (“Pre-Conversion Common Equity Valuation”), subject to customary anti-dilution protections.
	 	 	 
	 	·	Mandatory Conversion. Beginning one year after the Effective Date until the third anniversary of the Effective Date, each outstanding share of Preferred Stock shall automatically convert (unless previously converted) into a number of shares of common stock at the Pre-Conversion Common Equity Valuation if (x) the 30 day volume weighted average price per share of the common stock multiplied by the number of shares of common stock outstanding at the time of conversion exceeds (y) 150% of the Pre-Conversion Common Equity Valuation. From and after the third anniversary of the Effective Date, each outstanding share of Preferred Stock shall automatically convert (unless previously converted) into a number of shares of common stock at the Pre-Conversion Common Equity Valuation if (x) the 30 day volume weighted average price per share of the common stock multiplied by the number of shares of common stock outstanding at the time of conversion exceeds (y) 200% of the Pre-Conversion Common Equity Valuation.
	 	 	 
	 	·	Ranking. Senior liquidation and distribution rights with respect to all other preferred stock and common stock of the Reorganized Debtors. In connection with a sale, liquidation, or similar event, if not previously converted, the holders of shares of Preferred Stock shall be entitled to the greater of (i) the liquidation preference of such stock, which shall include accrued and unpaid dividends thereunder, whether or not previously declared, and (ii) the amount the Preferred Stock would receive, including accrued and unpaid dividends thereunder, whether or not previously declared, if such shares converted immediately before such event into common stock pursuant to the conversion right specified above. Customary anti-dilution protection.


 






    


     


    




 


	 	·	Voting. Other than with respect to the board of directors of the Reorganized Debtors, the holders of Preferred Stock will vote on an as converted basis as a single class with the holders of common stock with respect to all matters up for vote before holders of common stock in the Reorganized Debtors.
	 	 	 
	 	·	Maturity. Perpetual unless converted or redeemed.
	 	 	 
	 	·	Redemption. The Preferred Stock will not be redeemable by the Reorganized Debtors, except: (i) after the three (3) year anniversary of the Effective Date; or (ii) in connection with a transaction resulting in the transfer to a non-affiliate of (a) 50.01% or more of the total voting power of the Reorganized Debtors or (b) all or substantially all of the assets of the Reorganized Debtors, the Reorganized Debtors may redeem any Preferred Stock that has not already been converted into common stock of the Reorganized Debtors for an amount equal to the liquidation preference plus the amount of any dividends that have accrued.


 






    


     


    













 


Annex B


 


Rights Offering Procedures


See attached.


 


[Annex B – Rights Offering Procedures]


 






    


     


    

 



 


Annex B


 


HERTZ GLOBAL HOLDINGS, INC.


 


RIGHTS OFFERING PROCEDURES







Each Rights Offering
Share is being distributed and issued by the Debtor without registration under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act and/or Regulation D thereunder.1


 


None of the Subscription
Rights or Rights Offering Shares issuable upon exercise of such rights distributed pursuant to these Rights Offering Procedures have been
or will be registered under the Securities Act, nor any state or local law requiring registration for offer and sale of a security. Any
Eligible Unsecured Funded Debt Holder that subscribes for Rights Offering Shares will be subject to restrictions under the Securities
Act on its ability to resell those securities. Resale restrictions are discussed in further detail in the Disclosure Statement and Subscribers
are advised to carefully review the information contained therein.


 


No Subscription Rights
may be sold, transferred, assigned, pledged, hypothecated, participated, donated or otherwise encumbered or disposed of, directly or indirectly
(including through derivatives, options, swaps, forward sales or other transactions in which any person receives the right to own or acquire
any current or future interest in the Subscription Rights, the Rights Offering Shares, the Allowed Unsecured Funded Debt Claims and any
related claims), except in connection with a transfer by a Holder of Allowed Unsecured Funded Debt Claims of such underlying Claims.


 


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


 


Participation in the
Rights Offering is limited to Eligible Unsecured Funded Debt Holders. The Rights Offering Shares are available only to Eligible Unsecured
Funded Debt Holders and any invitation, offer or agreement to subscribe or purchase will be entered into only with Eligible Unsecured
Funded Debt Holders. No offer or invitation to subscribe or purchase is being made to any person who is not an Eligible Unsecured Funded
Debt Holder and no such person should act or rely on any offer or invitation to subscribe or purchase Rights Offering Shares contained
in this document.


 


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





 


 






1 These Rights Offering Procedures
remain subject to continuing securities law review.


 



     


     


    




 




The Subscription Form and all other required documentation
to participate in the Rights Offering must be completed and timely submitted along with arrangement of payment of the Aggregate Purchase
Price for such Subscription Rights, which must be actually and timely received by the Subscription Agent in no event later than the Subscription
Expiration Deadline, in accordance all terms and conditions set forth in the Rights Offering Procedures, the Subscription Form, and the
Subscription Agreement, as applicable. All questions concerning the timeliness, validity, form, and eligibility of any exercise, or purported
exercise of Subscription Rights, shall be determined by the Debtors in consultation with the Requisite Commitment Parties. Any Rights
Offering submissions that do not properly comply with the requirements set forth in the Rights Offering Procedures, the Subscription
Form, and the Subscription Agreement, will be deemed not to have been received or accepted until all such defects and irregularities
have been waived in writing by the Debtors (after consulting with the Requisite Commitment Parties) or timely cured. Unless waived by
the Debtors in writing, any defects or irregularities must be cured by the Subscription Expiration Deadline in order to participate in
the Rights Offering. The Debtors may in the exercise of their sole discretion provide notice to Subscribers of defects or irregularities
in connection with the submission of such Subscription Forms; provided, that neither the Debtors nor the Requisite Commitment Parties,
nor the Reorganized Debtors nor any of their respective employees, Affiliates, or professionals shall incur any liability for giving,
or failing to give, such notification and such opportunity to cure. For the avoidance of doubt, the submission of an inaccurate, incomplete,
untimely, or otherwise defective Subscription Form or the failure to remit timely and full payment of the Aggregate Purchase Price
to the Subscription Agent may result in the irrevocable relinquishment and waiver of a Subscriber’s purported right, if any, to
participate in the Rights Offering.





 









    2


     


    




 


 


Eligible Unsecured Funded Debt Holders2
should note the following dates and times relating to the Rights Offering:


 


	
    Date 
	 	
    Calendar Date
	 	
    Event 

	Record Date (only for Holders of ALOC Facility Claims) .......................	 	[June 3], 2021	 	The date fixed by these Rights Offering Procedures for the determination of the Subscription Rights of eligible Holders of ALOC Facility Claims (the “Record Date”). 
	 	 	 	 	 
	ATOP Date (only for Holders of Unsecured Notes Claims) ..............	 	5:00 p.m. New York City Time on [June 4, 2021]	 	
    The date fixed by these Rights Offering Procedures
    for the determination of the Subscription Rights of the eligible Holders of Unsecured Notes Claims as of the Subscription Expiration Deadline
    (the “ATOP Date”).

     

	Subscription Commencement Date......	 	[April 30], 2021	 	Commencement of the Rights Offering.
	 	 	 	 	 
	Subscription Expiration

Deadline ......................	 	5:00 p.m. New York City Time on [June 4], 2021	 	
    The deadline for Eligible Unsecured Funded
Debt Holders to subscribe for Rights Offering Shares. To exercise Subscription Rights, Eligible Unsecured Funded Debt Holders must: (i) complete
and submit the subscription exercise form (the “Subscription Form”) along with all exhibits and annexes thereto
(with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable); and execute and submit the subscription agreement
(the “Subscription Agreement”); and (ii) timely execute (or arrange for its Subscription Nominee to timely
execute) a wire transfer of the Aggregate Purchase Price for the subscribed-for Rights Offering Shares, each and all of which must be
received by Prime Clerk LLC in its capacity as subscription agent for the Debtors (the “Subscription Agent”)
by the Subscription Expiration Deadline. Parties must also have their Unsecured Notes tendered/blocked prior to the Subscription Expiration
Deadline in accordance with the ATOP procedures of The Depository Trust Company (“DTC”). Notwithstanding anything
to the contrary herein, funding of the Aggregate Purchase Price by Equity Commitment Parties shall be governed by the Equity Purchase
and Commitment Agreement, dated as of [●], 2021 by and among Hertz Parent and the Plan Sponsors party thereto, as the same may
be amended, modified, or amended and restated from time to time in accordance with its terms (the “EPCA”).






 


 






2 As set forth in the Plan, “Unsecured Funded Debt
Claims”: means (i) the Unsecured Notes Claims and (ii) the ALOC Facility Claims.”


 






    3


     


    

 





	 	 	 	 	
    Eligible Unsecured Funded Debt Holders who
are not Equity Commitment Parties must deliver the Aggregate Purchase Price by the Subscription Expiration Deadline.

     

    Eligible Unsecured Funded Debt Holders who are
    Equity Commitment Parties must deliver the Aggregate Purchase Price by the deadline specified in the EPCA (the “Escrow Account
    Funding Date”).






 


Capitalized terms used and not defined herein shall have the meaning
assigned to them in the Plan (as defined below).3


 


 






3 To the extent the order approving
the Debtors’ Motion for Entry of an Order (I) Approving Rights Offering Procedures and Related Materials, (II) Authorizing Debtors
to Conduct Rights Offering in Connection with Debtors' Plan of Reorganization, and (III) Granting Related Relief) (the “Order”)
conflicts with these Rights Offering Procedures, the Order shall govern.


 






    4


     


    




 


To Eligible Unsecured Funded Debt Holders:


 


On [April 3, 2021], the
Debtors filed the Second Amended Joint Chapter 11 Plan of Reorganization of The Hertz Corporation and its Debtor Affiliates (as
may be altered, amended, modified or supplemented from time to time in accordance with the terms thereof, the “Plan”),
and the Disclosure Statement for [Second] Amended Joint Chapter 11 Plan of Reorganization of The Hertz Corporation and
its Debtor Affiliates (as such may be altered, amended, modified or supplemented from time to time in accordance with the terms thereof,
the “Disclosure Statement”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”). Pursuant to the Plan, each Holder of an Allowed Unsecured Funded Debt Claim will receive Subscription Rights and
may, subject to the eligibility requirements set forth in these Rights Offering Procedures, and the Plan, subscribe for its pro rata
share of the Reorganized Hertz Parent/Corp. Interests being offered in the Rights Offering (the “Rights Offering Shares”),
provided that it (i) timely and properly executes and delivers its Subscription Form (with accompanying IRS Form W-9 or
appropriate IRS Form W-8, as applicable) and an executed Subscription Agreement, to the Subscription Agent in advance of the Subscription
Expiration Deadline and (ii) pays the Aggregate Purchase Price as set forth in the paragraph below.


 


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


 


As part of the exercise
process, following exercise of Subscription Rights, the Unsecured Notes which are held through DTC and the other relevant depositories
will be frozen from trading, as described below. All beneficial holders of Unsecured Notes that are not registered holders must complete
(or coordinate with each of their Subscription Nominees, as applicable, to arrange for the timely completion and submission of) the Beneficial
Holder Subscription Form, which is attached to the Subscription Form as Annex B. Such beneficial holders should permit sufficient
time to allow each Subscription Nominee, as applicable, to process and deliver the underlying Unsecured Notes through DTC Automated Tender
Offer Program (“ATOP”) and complete and submit all the information required by the Beneficial Holder Subscription
Form to the Subscription Agent by the Subscription Expiration Deadline. By giving the instruction to its Subscription Nominee to
submit the underlying Unsecured Notes through ATOP, the Holder is (i) authorizing its Subscription Nominee to exercise all Subscription
Rights associated with the amount of Unsecured Notes as to which the instruction pertains; and (ii) certifying that it understands
that, once submitted, the underlying Unsecured Notes will be frozen from trading until the Effective Date, at which point (a) the
underlying Unsecured Notes will be cancelled pursuant to the Plan; and (b) the Holder will additionally receive any related Rights
Offering Shares. The amount of time necessary for a Nominee to process and deliver the applicable Unsecured Notes through ATOP may vary.
Beneficial holders of Unsecured Notes are urged to consult with their Subscription Nominees to ensure the timely submission of their Beneficial
Holder Subscription Form to the Subscription Agent by the Subscription Expiration Deadline. Failure to submit (or arrange for each
Subscription Nominee, as applicable, to submit) such Beneficial Holder Subscription Form (or other instructions required by the Nominee)
on a timely basis will result in such Holder being deemed to have irrevocably relinquished and waived their Subscription Rights. None
of the Company, the Solicitation Agent, or any of the Equity Commitment Parties will have any liability for any such failure.


 






    5


     


    




 


No Eligible Unsecured Funded
Debt Holder (except an Equity Commitment Party) shall be entitled to participate in the Rights Offering unless the Aggregate Purchase
Price for the Rights Offering Shares it subscribes for is received by the Solicitation Agent by the Subscription Expiration Deadline.
For all Eligible Holders (except an Equity Commitment Party), payment of the Aggregate Purchase Price must be made at or before the time
the Beneficial Holder Subscription Form is submitted, but in no event later than the Subscription Expiration Deadline.


 


Equity Commitment Parties
are party to the EPCA, have already been designated as Eligible Unsecured Funded Debt Holders, and are known to the Debtors. The rights
and obligations of the Equity Commitment Parties in the Rights Offering shall be governed by the EPCA to the extent the rights or obligations
set forth therein differ from the rights and obligations set forth in these Rights Offering Procedures or any Subscription Form. For the
avoidance of doubt, the Equity Commitment Parties shall only be required to submit a Subscription Form to the extent they are Holders
of Unsecured Notes Claims or ALOC Facility Claims and seek to exercise Subscription Rights in that capacity.


 


In order to participate
in the Rights Offering, you must complete all the steps outlined below. If all of the steps outlined below are not completed by the Subscription
Expiration Deadline or the Escrow Account Funding Date, as applicable, you shall be deemed to have forever and irrevocably relinquished
and waived your right to participate in the Rights Offering.


 


		1.	Rights Offering



 


Eligible Unsecured Funded
Debt Holders have the right, but not the obligation, to participate in the Rights Offering. Eligible Unsecured Funded Debt Holders shall
be eligible to receive Subscription Rights to subscribe for their pro rata portion of the applicable Rights Offering Shares.


 


Only a Holder of an ALOC Facility
Claim as of the Record Date or an Unsecured Note Claim as of the ATOP Date who is also either an “accredited investor” within
the meaning of Rule 501 of the Securities Act (“Accredited Investor”) or a “qualified institutional
buyer” within the meaning of Rule 144A of the Securities Act (“Qualified Institutional Buyer”) and
who timely and properly submits all documentation and required payments to the Subscription Agent in accordance with the procedures set
forth herein may be deemed eligible to participate in the Rights Offering (an “Eligible Unsecured Funded Debt Holder”).
Each Eligible Unsecured Funded Debt Holder must provide to the Subscription Agent, the Equity Commitment Parties and the Company any information
and certifications reasonably requested of any of them as to its status as an Accredited Investor or Qualified Institutional Buyer.


 






    6


     


    




 


Subject to the terms and conditions
set forth in the Plan, these Rights Offering Procedures and the Subscription Agreement, each Eligible Unsecured Funded Debt Holder is
entitled to subscribe for up to one Rights Offering Share per $[●] of Allowed Unsecured Funded Debt Claims, at a purchase price
of $[●] per share (the “Rights Offering Share Price”).


 


[Any holder of an Allowed
Unsecured Funded Debt Claim that is not an Accredited Investor or Qualified Institutional Buyer (a “Non-Eligible Participant”)
will be eligible to receive a distribution (the “Non-Eligible Participant Distribution”) upon settlement of
the Rights Offering. In order to obtain such Non-Eligible Participant Distributions, such Non-Eligible Participants must timely tender
their Unsecured Notes on ATOP and select the appropriate designations on DTC as specified in the Plan.  To the extent
Non-Eligible Participants fail to do so in accordance with the terms and conditions set forth in the Plan and these Rights Offering Procedures,
the Non-Eligible Participants Distribution right will be irrevocably relinquished and waived.]


 


There will be no over-subscription
privilege in the Rights Offering. Any Rights Offering Shares that are unsubscribed by the Eligible Unsecured Funded Debt Holders entitled
thereto will not be offered to other Eligible Unsecured Funded Debt Holders, but will be purchased by the applicable Equity Commitment
Parties in accordance with the EPCA. Subject to the terms and conditions of the EPCA, each Equity Commitment Party has agreed to (i) purchase
(on a several and not joint basis) their share of the Rights Offering Shares that are not purchased by Eligible Unsecured Funded Debt
Holders that are not Equity Commitment Parties in the Rights Offering (the “Unsubscribed Shares”) and (ii) exercise
(on a several and not joint basis) all Subscription Rights that are issued to it (or such Related Purchaser) pursuant to the Rights Offering,
and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise in accordance with the EPCA, the Rights Offering
Procedures, and the Plan.


 


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


 


SUBJECT TO THE TERMS AND
CONDITIONS OF THE RIGHTS OFFERING PROCEDURES AND THE EPCA IN THE CASE OF ANY EQUITY COMMITMENT PARTY, ALL SUBSCRIPTIONS SET FORTH IN SUBSCRIPTION
FORM(S) ARE IRREVOCABLE.


 


		2.	Subscription Period



 


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


 






    7


     


    




 


Each Eligible Unsecured Funded
Debt Holder intending to purchase Rights Offering Shares in the Rights Offering must affirmatively elect to exercise its Subscription
Rights in the manner set forth in the Subscription Form by the Subscription Expiration Deadline.


 


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


 


The Subscription Expiration
Deadline may be extended with the consent of the Requisite Commitment Parties, or as required by law.


 


		3.	Distribution of the Rights Offering Materials



 


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


 


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


 


		4.	Delivery of Subscription Agreement



 


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


 


In order to facilitate the
exercise of the Subscription Rights, beginning on the Subscription Commencement Date, the Subscription Agent shall distribute, or cause
to be distributed, a Subscription Agreement to each Holder of an Allowed Unsecured Funded Debt Claim in the ordinary course of distribution,
including through DTC, and to each bank, broker, or other nominee for any applicable Holder of an Allowed Unsecured Funded Debt Claim,
together with appropriate instructions for the proper completion, due execution, and timely delivery of the executed Subscription Agreement,
and the payment of the Aggregate Purchase Price for its Rights Offering Shares. Noteholders will also need to instruct their Subscription
Nominee to tender/block their positions in the relevant depository.


 






    8


     


    




 


		5.	Exercise of Subscription Rights



 


(a)            In
order to validly exercise its Subscription Rights, each Eligible Unsecured Funded Debt Holder that is not an Equity Commitment Party must:


 


		i.	return a duly executed Subscription Agreement along with a duly completed and executed Subscription Form (with
accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, together with applicable annexes and exhibits) to the
Subscription Agent, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline and
tender/block their positions at the relevant depository;



 


		ii.	at the same time it returns its Subscription Agreement and Subscription Form to the Subscription
Agent, but in no event later than the Subscription Expiration Deadline, pay the Aggregate Purchase Price to the Subscription Agent by
wire transfer ONLY of immediately available funds in accordance with the instructions included in Item 4 of the Subscription Form;
and



 


		iii.	timely provide any information and certifications reasonably requested by the Subscription Agent, the
Equity Commitment Parties and the Company as to its status as an Accredited Investor or Qualified Institutional Buyer.



 


(b)            In
order to validly exercise its Subscription Rights, each Eligible Unsecured Funded Debt Holder that is an Equity Commitment Party must:


 


		i.	return a duly executed Subscription Agreement, along with a duly completed and executed Subscription Form (with
accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, together with applicable annexes and exhibits) to the
Subscription Agent, so that such documents are actually received by the Subscription Agent by the Subscription Expiration Deadline and
tender/block their positions at the relevant depository; and



 


		ii.	no later than the Escrow Account Funding Date, pay the Aggregate Purchase Price to the Subscription Agent
by wire transfer ONLY of immediately available funds in accordance with the instructions included in Item 4 of the Subscription
Form.



 


All Equity Commitment Parties
must pay their applicable funding amount directly to the funding account or as otherwise permitted or directed by the EPCA.


 


All Eligible Unsecured
Funded Debt Holders must deliver their completed Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8,
as applicable, together with applicable annexes and exhibits), completed Subscription Agreement, and payment of the Aggregate Purchase
Price payable for the Rights Offering Shares elected to be purchased by such Eligible Unsecured Funded Debt Holder (with respect to the
Eligible Unsecured Funded Debt Holders that are not Equity Commitment Parties) directly to the Subscription Agent on or before the Subscription
Expiration Deadline. In all cases, Eligible Unsecured Funded Debt Holders that are Equity Commitment Parties must deliver their payment
of the Aggregate Purchase Price payable for the Rights Offering Shares elected to be purchased by such Equity Commitment Party directly
to the Subscription Agent no later than the time specified in the EPCA.


 






    9


     


    




 


Any overpayment in connection
with such election will be returned, without interest, to such Eligible Unsecured Funded Debt Holder as soon as reasonably practicable.
Any refund of overpayments that is less than $10.00 shall be paid to the Debtor.


 


In the event that the funds
received by the Subscription Agent from any Eligible Unsecured Funded Debt Holder do not correspond to the Aggregate Purchase Price payable
for the Rights Offering Shares elected to be purchased by such Eligible Unsecured Funded Debt Holder, the number of the Rights Offering
Shares deemed to be purchased by such Eligible Unsecured Funded Debt Holder will be the lesser of (a) the number of the Rights Offering
Shares elected to be purchased by such Eligible Unsecured Funded Debt Holder and (b) a number of the Rights Offering Shares determined
by dividing the amount of the funds received by the Rights Offering Share Price.


 


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


 


		6.	Transfer Restriction; Revocation



 


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


 


Once an Eligible Unsecured
Funded Debt Holder has properly exercised its Subscription Rights, subject to the terms and conditions of the Subscription Agreement and
the EPCA in the case of any Equity Commitment Party, such exercise will be irrevocable.


 






    10


     


    

 


		7.	Return of Payment



 


If the Rights Offering is
not consummated or otherwise terminated prior to the Effective Date, any cash paid to the Subscription Agent will be returned, without
interest, to the applicable Eligible Unsecured Funded Debt Holder as soon as reasonably practicable. Unless the Effective Date has occurred,
the Rights Offerings will be deemed automatically terminated without any action of any party upon the earlier of (i) withdrawal of
the Plan, (ii) termination of the Plan Support Agreement in accordance with its terms, (iii) termination of the EPCA in accordance
with its terms and (iv) the Outside Date (as defined in the EPCA) (as such date may be extended pursuant to the terms of the EPCA).


 


		8.	Settlement of the Rights Offering and Distribution of the Rights Offering Shares



 


The settlement of the Rights
Offering is conditioned on confirmation of the Plan by the Bankruptcy Court, compliance by the Debtors with these Rights Offering Procedures,
and the simultaneous occurrence of the Effective Date. The Debtors intend that the Rights Offering Shares will be issued to the Eligible
Unsecured Funded Debt Holders and/or to any Affiliates (as defined in the Subscription Agreement) that the Eligible Unsecured Funded Debt
Holders so designate in the Subscription Form in book-entry form, and that DTC, or its nominee, will be the holder of record of such
Rights Offering Shares for any Rights Offering Shares exercised through a Subscription Nominee or those registered holders who wish to
hold their Rights Offering Shares at a Subscription Nominee (as designated on the Subscription Form). To the extent DTC is unwilling or
unable to make the Rights Offering Shares eligible on the DTC system, the Rights Offering Shares will be issued directly to the Eligible
Holders on the books and records of the transfer agent.


 


		9.	Fractional Shares



 


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


 


		10.	Validity of Exercise of Subscription Rights



 


All questions concerning the
timeliness, viability, form, and eligibility of any exercise of Subscription Rights shall be determined by the Debtors in consultation
with the Requisite Commitment Parties and, if necessary, subject to a final and binding determination by the Bankruptcy Court. The Debtors
will not deem received nor otherwise accept Subscription Forms that are incomplete, inaccurate, untimely, or otherwise fail to conform
to the requirements set forth in these Rights Offering Procedures and the instructions contained in the Subscription Form. Debtors may,
in the exercise of their sole discretion, provide notification to the Subscriber of such defects or irregularities and permit such defects
or irregularities to be waived, provided such waiver is executed in writing, or otherwise timely cured. For the avoidance of doubt, Subscription
Agreements will be deemed not to have been received or accepted until all defects or irregularities have been waived in writing or timely
cured. Neither the Debtors nor the Requisite Commitment Parties, nor Reorganized Debtors nor any of their respective employees, Affiliates,
or professionals shall incur any liability for giving, or failing to give, such notification or opportunity to cure.


 


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


 






    11


     


    




 


		11.	Modification of Procedures



 


The Debtors reserve the right
to modify these Rights Offering Procedures, or adopt additional procedures consistent with these Rights Offering Procedures, to effectuate
the Rights Offering and to issue the Rights Offering Shares (subject to consultation with and the consent of the Requisite Commitment
Parties, which consent shall not be unreasonably withheld); provided, however, that the Debtors shall provide written notice,
including by electronic mail, to each Holder of an Allowed Unsecured Funded Debt Claim of any material modification to these Rights Offering
Procedures made after the Subscription Commencement Date. In so doing, the Debtors may execute and enter into agreements and take further
action that the Debtors determine in good faith are necessary and appropriate to effectuate and implement the Rights Offering and the
issuance of the Rights Offering Shares. Nothing in this paragraph shall be construed so as to permit the Debtors to modify the terms of
any executed and delivered Subscription Agreement without the reasonable consent of the Eligible Unsecured Funded Debt Holder party thereto.


 


Notwithstanding anything to
the contrary herein, if any Equity Commitment Party is unable to comply with any of the technical requirements hereunder (e.g., processing
and delivering underlying Unsecured Notes through ATOP), the Debtors shall work in good faith to modify these procedures to ensure such
Equity Commitment Party can subscribe for all of the Subscription Rights issued to it in accordance with the EPCA, including, by way of
example and not limitation, permitting such Equity Commitment Party to demonstrate ownership of Unsecured Notes via medallion signature
from a custodian and/or certification from such Equity Commitment Party.


 


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


 


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


 


		12.	Inquiries And Transmittal of Documents; Subscription Agent



 


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


 


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


 


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


 






    12


     


    




 


		13.	Failure to Exercise Subscription Rights



 


Rights Offering Shares that
are not exercised will be relinquished on the Subscription Expiration Deadline. If, on or prior to the Subscription Expiration Deadline,
the Subscription Agent for any reason does not receive from an Eligible Unsecured Funded Debt Holder a duly completed applicable Subscription
Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, and any other documentation required by
these procedures), such Eligible Unsecured Funded Debt Holder shall be deemed to have irrevocably relinquished and waived its right to
participate in the Rights Offering in respect of Eligible Holder Securities. Any attempt to exercise Subscription Rights after the Subscription
Expiration Deadline in respect of Unsecured Funded Debt Claims shall be null and void and the Company shall not be obligated to honor
any such purported exercise received by the Subscription Agent after the Subscription Expiration Deadline regardless of when the documents
relating thereto were sent. The method of delivery of the applicable Subscription Form and any other required documents is at each
Eligible Unsecured Funded Debt Holder’s option and sole risk, and delivery will be considered made only when actually received by
the Subscription Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly
recommended. In all cases, you should allow sufficient time to ensure timely delivery by the Subscription Expiration Deadline.


 












    13


     


    




 


HERTZ GLOBAL HOLDINGS, INC.


 


RIGHTS OFFERING INSTRUCTIONS FOR ELIGIBLE UNSECURED
FUNDED DEBT HOLDERS


 


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


 


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


 


		1.	Insert the principal amount of the Allowed Unsecured Funded Debt Claims that you held as
of the Record Date or the ATOP Date, as applicable, in Item 1A-H of your Subscription Form, as applicable.



 


		2.	Complete the calculation in Items 2(a)(i)-(viii) of your Subscription Form, as applicable,
which calculates the maximum number of Rights Offering Shares available for you to purchase. Such amount must be rounded down to the nearest
whole number.



 


		3.	Complete the calculation in Items 2(b)(i)-(viii) of your Subscription Form, as applicable,
which calculates the Aggregate Purchase Price for the Rights Offering Shares that you elect to purchase.



 


		4.	Confirm whether you are a Equity Commitment Party pursuant to the representation in Item
3 of your Subscription Form.



 


		5.	Confirm whether you are an Eligible Unsecured Funded Debt Holder pursuant to the representation
in Item 4 of your Subscription Form.



 


		6.	Read and complete all information including payment instructions, to the extent applicable,
refund information, and registration information in Items 5, 6 and 7 of your Subscription Form.



 


		7.	Read, complete, and sign the certification in Item 9 of your Subscription Form.



 


		8.	Tender/Block the underlying notes.



 


		9.	Read and countersign the Subscription Agreement. Such execution shall indicate your acceptance
and approval of the terms and conditions set forth therein.



 


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



 


		11.	Read, complete, and sign the Investor Qualification Certification Form certifying your
status as an Accredited Investor or Qualified Institutional Buyer, attached as Annex A to your Subscription Form. If you are a Holder
of Unsecured Notes (that is not a registered holder) complete and return (or arrange with each Subscription Nominee, as applicable, to
complete and return, as applicable) the Beneficial Holder Subscription Form, attached as Annex B to the Subscription Form.



 



    14


     


    




 


		12.	Return your signed Subscription Agreement and Subscription Form (with accompanying
Annexes and Exhibits thereto) (and accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable, and Investor Qualification
Certification Form), to the Subscription Agent prior to the Subscription Expiration Deadline either via email (in PDF or other standard
format) to Hertzsubscription@primeclerk.com or to the following physical addresses via mail:



 


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

    THE HERTZ CORPORATION RIGHTS OFFERING PROCESSING

    C/O PRIME CLERK, LLC

    ONE GRAND CENTRAL PLACE

    60 EAST 42ND STREET

    SUITE 1440

    NEW YORK, NY 10165



 


		13.	Arrange for full payment of the Aggregate Purchase Price by wire transfer of immediately
available funds, calculated in accordance with Item 2b of your Subscription Form. An Eligible Unsecured Funded Debt Holder that is not
a Equity Commitment Party should follow the payment instructions as provided in the Subscription Form. An Eligible Unsecured Funded Debt
Holder that is a Equity Commitment Party should follow the payment instructions in the written notice delivered by the Debtors to the
Equity Commitment Parties in accordance with the EPCA (the “Funding Notice”).



 




The Subscription Expiration
Deadline is 5:00 p.m. New York City Time on [June 4], 2021.


 


Eligible Unsecured Funded Debt Holders that
are not Equity Commitment Parties should follow the delivery and payment instructions provided in the Subscription Form. Eligible Unsecured
Funded Debt Holders that are Equity Commitment Parties should follow the payment instructions in the Funding Notice.


Eligible Unsecured
Funded Debt Holders that are not Equity Commitment Parties must deliver the appropriate funding directly to the Subscription Agent no
later than the Subscription Expiration Deadline. Eligible Unsecured Funded Debt Holders that are Equity Commitment Parties must deliver
the appropriate funding directly to the Subscription Agent no later than the Escrow Account Funding Date.





 






    15


     


    




 


Schedule 1


 


Commitment Schedule


 


	Backstop Commitment
	Backstop Investor	Additional Investor Equity Commitment	Termination Payment
	Canso Investment Counsel Ltd.	20.67%	$8,230,676
	J.P. Morgan Investment Management Inc. and JP Morgan Chase Bank, N.A.	17.57%	$6,994,786
	FIDELITY ADVISOR SERIES II; Fidelity Securities Fund; Fidelity Management Trust Company; FIDELITY SUMMER STREET TRUST; Fidelity Investments Canada ULC; Fidelity Canadian Balanced Fund; Fidelity American High Yield Fund; Fidelity Distressed Opportunities Master Fund I, LP; Fidelity Funds SICAV/Fidelity Funds - US High Yield; Japan Trustee Services Bank, LTD.; FMR Capital, Inc. High Income 1 Pilot Portfolio; FMR Capital, Inc. High Income 2 Pilot Portfolio; FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC; Master Trust Bank of Japan Ltd.; FIDELITY ADVISOR SERIES I; Pension Reserves Investment Trust Fund; Fidelity Institutional Asset Management Trust Company; VARIABLE INSURANCE PRODUCTS FUND V	10.97%	$5,333,769
	King Street Capital Management, L.P.	N/A	$3,251,336



 






     


     


    




 


	Backstop Commitment
	Backstop Investor	Additional Investor Equity Commitment	Termination Payment
	D.E. Shaw Galvanic Portfolios, L.L.C.	9.51%	$3,784,878
	Pentwater Capital Management LP	9.30%	$3,701,947
	Marathon Asset Management, LP	6.02%	$3,145,371
	P. Schoenfeld Asset Management LP	4.90%	$1,949,872
	Lord, Abbett & Co. LLC	4.44%	$1,768,189
	Nomura Corporate Research and Asset Management Inc.	N/A	$1,004,180
	BofA Securities Inc.	N/A	$941,581
	Diameter Master Fund LP; Diameter Dislocation Master Fund LP	2.73%	$1,087,266
	CarVal Investors LP	2.03%	$808,997
	Farmstead Capital Management, LLC	N/A	$657,577
	J.P. Morgan Securities LLC	1.90%	$757,355
	Eaton Vance Management	1.14%	$659,082
	Morgan Stanley & Co., LLC	1.71%	$679,509
	Sunrise Partners Limited Partnership (c/o Paloma Partners Management Company)	1.31%	$520,120
	Deutsche Bank Securities Inc.	1.16%	$460,623
	Susquehanna Advisors Group, Inc.	N/A	$338,852
	Millenium CMM, Ltd.	0.74%	$361,148
	Wexford Capital LP	0.78%	$311,875
	CVC Global Credit Opportunities Master Fund LP	N/A	$254,629



 






    2


     


    




 


	Backstop Commitment
	Backstop Investor	Additional Investor Equity Commitment	Termination Payment
	Napier Park Global Capital (US) LP	0.52%	$207,547
	One Fin Capital Master Fund LP	0.51%	$203,743
	Warlander Partners, LP	N/A	$153,802
	400 Capital Credit Opportunities Master Fund Ltd; Boston Patriot Milk St LLC, 400 Capital TX COF I LP	0.42%	$167,021
	Carronade Capital Master, LP	N/A	$134,589
	Brean Asset Management, LLC	0.36%	$142,919
	Whitebox Relative Value Partners, L.P.; Whitebox GT Fund, LP; Whitebox Multi-Strategy Partners, L.P.; Pandora Select Partners, L.P.	0.34%	$134,502
	Moore Global Investments, LLC	0.31%	$123,374
	Aegon USA Investment Management, LLC	N/A	$88,476
	Livello Capital Special Opportunities Master Fund LP	0.26%	$102,980
	683 Capital Partners, LP	0.24%	$94,297
	Cetus Capital IV, L.P.; Littlejohn Opportunities Master Fund LP; OFM II, L.P.	0.16%	$79,132
	Total	100%	$48,636,000



 



    3


     


    

 


	Direct Equity Commitment
	Direct Equity Investor	Direct Investment Portion
	Centerbridge Capital Partners IV, L.P. 	
    A number of shares of:

     

    Common Stock having an aggregate purchase price of $82,500,000

     

    plus -

     

    Preferred Stock having an aggregate purchase price of

    $192,500,000.

	Dundon Capital Partners LLC	A number of shares of Common  Stock having an aggregate purchase price of $400,000,000.
	Warburg Pincus (Callisto) Global Growth (Cayman), L.P.	
    A number of shares of:

     

    Common Stock having an aggregate purchase price of $22,948,200

     

    plus -

     

    Preferred Stock having an aggregate purchase price of $53,545,800. 

	Warburg Pincus (Europa) Global Growth (Cayman), L.P.	
    A number of shares of:

     

    Common Stock having an aggregate purchase price of $22,233,750

     

    plus -

     

    Preferred Stock having an aggregate purchase price of $51,878,750.




 






    4


     


    

 


	Direct Equity Commitment
	Direct Equity Investor	Direct Investment Portion
	Warburg Pincus Global Growth-B (Cayman), L.P.	
    A number of shares of:

     

    Common Stock having an aggregate purchase price of $16,106,475

     

    plus -

     

    Preferred Stock having an aggregate purchase price of $37,581,775.

	Warburg Pincus Global Growth-E (Cayman), L.P.	
    A number of shares of:

     

    Common Stock having an aggregate purchase price of $13,750,275

     

    plus -

     

    Preferred Stock having an aggregate purchase price of $32,083,975.

	WP Global Growth Partners (Cayman), L.P.	
    A number of shares of:

     

    Common Stock having an aggregate purchase price of $1,968,450

     

    plus -

     

    Preferred Stock having an aggregate purchase price of $4,593,050.

	Warburg Pincus Global Growth Partners (Cayman), L.P.	
    A number of shares of:

     

    Common Stock having an aggregate purchase price of $5,492,850

     

    plus -

     

    Preferred Stock having an aggregate purchase price of $12,816,650.




 






    5


     


    




 


Schedule 6.13


 


HIL Debt Commitment Parties


 


	Commitment
    Parties
	Dundon Capital Partners, LLC
	King Street Capital Management, L.P.
	Fidelity Management & Research Company
	Marathon Asset Management, LP
	Pentwater Capital Management LP
	D.E. Shaw Composite Fund, L.L.C.
	Canso Investment Counsel Ltd.